UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 1, 2021
Clover Health Investments, Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39252 | 98-1515192 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
725 Cool Springs Boulevard, Suite 320,
Franklin, Tennessee 37067
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (201) 432-2133
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
| Class A Common Stock, par value of $0.00001 per share | CLOV | The Nasdaq Stock Market LLC | ||
| Redeemable Warrants, each whole warrant exercisable for one Class A Common Stock at an exercise price of $11.50 | CLOVW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events
Clover Health Investments, Corp. (the “Company”) is filing this Current Report on Form 8-K for the purpose of updating the prospectus, dated January 27, 2021, pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as amended, relating to the registration statement on Form S-1 (No. 333-252073), filed with the Securities and Exchange Commission on January 27, 2021 and the proxy statement/prospectus, dated December 11, 2020, pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as amended, relating to the registration statement on Form S-4 (No. 333-249558), filed with the Securities and Exchange Commission on December 14, 2020.
The Company is filing with this Current Report on Form 8-K as Exhibit 99.1 the following financial information: Unaudited Consolidated Balance Sheets: Selected Metrics as of December 31, 2020 and 2019 and Unaudited Consolidated Statements of Operations for the three months ended December 31, 2020 and 2019 and for the fiscal years ended December 31, 2020 and 2019.
Item 9.01 Financial Statements and Exhibits.
(d) List of Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CLOVER HEALTH INVESTMENTS, CORP. | ||||||
| Date: March 1, 2021 | By: | /s/ Joseph Wagner | ||||
| Joseph Wagner | ||||||
| Chief Financial Officer | ||||||
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Exhibit 99.1
CLOVER HEALTH INVESTMENTS, CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS: SELECTED METRICS
(in thousands) (Unaudited)
| As of December 31, |
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| 2020 | 2019 | |||||||
| Selected Balance Sheet Data: |
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| Cash, Cash Equivalents and Investments |
$ | 151,103 | $ | 263,327 | ||||
| Total Assets |
267,252 | 337,021 | ||||||
| Unpaid Claims |
103,976 | 77,886 | ||||||
| Notes and securities payable, net of discount and deferred issuance costs |
106,413 | 57,917 | ||||||
| Warrants Payable |
97,782 | 17,672 | ||||||
| Total Liabilities |
387,888 | 377,811 | ||||||
| Convertible Preferred Stock |
447,747 | 447,747 | ||||||
| Total stockholders’ deficit |
(568,383 | ) | (488,537 | ) | ||||
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CLOVER HEALTH INVESTMENTS, CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands) (Unaudited)
| For the Quarters Ended December 31, |
For the Years Ended December 31, |
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| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Revenues: |
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| Premiums earned, net (Net of ceded premiums: fourth quarter ended 2020: $216; fourth quarter ended 2019: $132; 2020: $599; 2019: $832) |
$ | 164,598 | $ | 113,377 | $ | 665,698 | $ | 456,926 | ||||||||
| Other income |
885 | 506 | 4,214 | 801 | ||||||||||||
| Investment income, net |
750 | 1,392 | 2,976 | 4,539 | ||||||||||||
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| Total revenues |
166,233 | 115,275 | 672,888 | 462,266 | ||||||||||||
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| Expenses: |
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| Net medical claims incurred |
179,928 | 113,204 | 590,468 | 450,645 | ||||||||||||
| Salaries and benefits |
13,917 | 17,801 | 71,256 | 91,626 | ||||||||||||
| General and administrative expenses |
40,646 | 29,161 | 120,444 | 94,757 | ||||||||||||
| Premium deficiency reserve (benefit) expense |
(771 | ) | 14,726 | (17,128 | ) | 7,523 | ||||||||||
| Depreciation and amortization |
142 | 117 | 555 | 551 | ||||||||||||
| Other expense |
— | 84 | — | 363 | ||||||||||||
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| Total expenses |
233,862 | 175,093 | 765,595 | 645,465 | ||||||||||||
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| Loss from operations |
(67,629 | ) | (59,818 | ) | (92,707 | ) | (183,199 | ) | ||||||||
| Change in fair value of warrants expense |
48,425 | 984 | 80,328 | 2,909 | ||||||||||||
| Interest expense |
10,430 | 7,518 | 35,990 | 23,155 | ||||||||||||
| Amortization of notes and securities discount |
6,183 | 5,872 | 21,118 | 15,913 | ||||||||||||
| (Gain) loss on derivative |
(51,086 | ) | 4,479 | (138,561 | ) | 138,561 | ||||||||||
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| Net loss |
$ | (81,581 | ) | $ | (78,671 | ) | $ | (91,582 | ) | $ | (363,737 | ) | ||||
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