As filed with the Securities and Exchange Commission on November 17, 2021.
Registration No. 333- 261078
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CLOVER HEALTH INVESTMENTS, CORP.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 6324 | 98-1515192 | ||||||
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) | ||||||
3401 Mallory Lane, Suite 210
Franklin, Tennessee 37067
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Vivek Garipalli
Chief Executive Officer
3401 Mallory Lane, Suite 210
Franklin, Tennessee 37067
Telephone: (201) 432-2133
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Stephen Thau, Esq. William L. Hughes, Esq. Niki Fang, Esq. Orrick, Herrington & Sutcliffe LLP The Orrick Building 405 Howard Street San Francisco, California 94105 Tel: (415) 773-5700 | Gia Lee, Esq. General Counsel and Secretary Clover Health Investments, Corp. 3401 Mallory Lane, Suite 210 Franklin, Tennessee 37067 (201) 432-2133 | Brian J. Cuneo, Esq. Latham & Watkins LLP 140 Scott Drive Menlo Park, California 94025 (650) 328-4600 | ||||||
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (File No. 333-261078)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | ||||||||
| Non-accelerated filer | ☒ | Smaller reporting company | o | ||||||||
| 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 7(a)(2)(B) of the Securities Act. o
This post-effective amendment shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
Pursuant to Rule 462(d) under the Securities Act of 1933, as amended, Clover Health Investments, Corp. (the “Registrant”) is filing this Post-Effective Amendment No. 1 (the “Amendment”) to the Registrant’s Registration Statement on Form S-1 (File No. 333-261078), which the Registrant filed with the Securities and Exchange Commission (the “Commission”) on November 15, 2021, and which the Commission declared effective on November 17, 2021. The Registrant is filing this Amendment for the sole purpose of replacing Exhibit 5.1 to the Registration Statement. This Amendment does not modify any provision of Part I or Part II of the Registration Statement other than Item 16(a) of Part II as set forth below.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a)Exhibits.
| Incorporated by reference | ||||||||||||||||||||||||||||||||||||||
| Exhibit No. | Exhibit title | Form | File No. | Exhibit No. | Filing date | Filed or furnished herewith | ||||||||||||||||||||||||||||||||
| 5.1 | X | |||||||||||||||||||||||||||||||||||||
| 23.2 | X | |||||||||||||||||||||||||||||||||||||
| 24.1 | S-1 | 333-261078 | 24.1 | 11/15/2021 | ||||||||||||||||||||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Franklin, State of Tennessee, on November 17, 2021.
| CLOVER HEALTH INVESTMENTS, CORP. | |||||
| By: | /s/ Vivek Garipalli | ||||
| Vivek Garipalli | |||||
| Chief Executive Officer | |||||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
| /s/ Vivek Garipalli | Chief Executive Officer and Director | November 17, 2021 | ||||||||||||
| Vivek Garipalli | (Principal Executive Officer) | |||||||||||||
| /s/ Mark C. Herbers | Interim Chief Financial Officer | November 17, 2021 | ||||||||||||
| Mark C. Herbers | (Principal Financial and Accounting Officer) | |||||||||||||
| * | President, Chief Technology Officer and Director | November 17, 2021 | ||||||||||||
| Andrew Toy | ||||||||||||||
| * | Director | November 17, 2021 | ||||||||||||
| Chelsea Clinton | ||||||||||||||
| * | Director | November 17, 2021 | ||||||||||||
| Demetrios Kouzoukas | ||||||||||||||
| * | Director | November 17, 2021 | ||||||||||||
| William G. Robinson, Jr. | ||||||||||||||
| * | Director | November 17, 2021 | ||||||||||||
| Lee A. Shapiro | ||||||||||||||
| * | Director | November 17, 2021 | ||||||||||||
| Nathaniel S. Turner | ||||||||||||||
| By: | /s/ Vivek Garipalli | ||||
| Vivek Garipalli | |||||
| Attorney-in-Fact | |||||
Exhibit 5.1
 | ||
Orrick, Herrington & Sutcliffe LLP The Orrick Building 405 Howard Street San Francisco, CA 94105-2669 +1-415-773-5700 orrick.com | ||
November 17, 2021
Clover Health Investments, Corp.
5401 Mallory Lane, Suite 210
Franklin, Tennessee 37067
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We are acting as counsel for Clover Health Investments, Corp., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-1 (No. 333-261078) filed by the Company with the Securities and Exchange Commission (the “Commission”) on November 15, 2021 (the “Initial Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), and a registration statement on Form S-1 related thereto filed pursuant to Rule 462(b) promulgated under the Securities Act (the “462(b) Registration Statement” and, together with the Initial Registration Statement, the “Registration Statements”). The Registration Statements relate to the registration of 52,173,913 shares of Class A common stock of the Company (the “Firm Shares”), par value $0.0001 per share, and 7,826,086 shares of Class A common stock of the Company, par value $0.0001 per share, which may be purchased by the underwriters pursuant to an option to purchase additional shares (the “Optional Shares” and together with the Firm Shares, the “Shares”). We understand that the Shares are to be sold to the underwriters for resale to the public as described in the Initial Registration Statement and pursuant to an underwriting agreement, substantially in the form filed as an exhibit to the Initial Registration Statement, to be entered into by and among the Company and the underwriters (the “Underwriting Agreement”).
In connection with rendering the opinion set forth below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of instruments, documents, and records which we deemed relevant and necessary for the purpose of rendering our opinion set forth below. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures, (b) the conformity to the originals of all documents submitted to us as copies, (c) the representations of officers and employees are correct as to questions of fact, (d) the Registration Statements have been declared effective or will become effective upon filing, as applicable, pursuant to the Securities Act and (e) a pricing committee of the board of directors will have taken action necessary to set the sale price of the Shares.
Our opinion herein is limited to the General Corporation Law of the State of Delaware.
Based upon the foregoing, we are of the opinion that the Shares to be issued and sold by the Company have been duly authorized and, when such Shares are issued and paid for in
November 15, 2021
Page 2
accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to an amendment to the Initial Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Initial Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder, nor do we thereby admit that we are “experts” within the meaning of such term as used in the Securities Act with respect to any part of the Registration Statements, including this opinion letter as an exhibit or otherwise.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP | ||
ORRICK, HERRINGTON & SUTCLIFFE LLP | ||