Clover Health Investments, Corp. Announces Extension of Redemption Date for Outstanding Warrants
25 Agosto 2021 - 5:05PM
Clover Health Investments, Corp. (Nasdaq: CLOV), (“Clover Health”
or “the Company”), an innovative technology company committed to
improving health equity for America’s underserved seniors, today
announced that the Company has extended the period during which the
holders of the Company’s public warrants may exercise such warrants
to 5:00 p.m. New York City time on September 9, 2021 (the “New
Redemption Date”). Over 90% of the public warrants have already
been exercised, and the Company, in an act of good faith, has
decided to change the redemption date for the public warrants in
order to provide investors with additional time to exercise the
remaining outstanding warrants.
On July 22, 2021, the Company announced it would redeem all of
its outstanding public warrants to purchase shares of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”),
that were issued under the Warrant Agreement, dated April 21, 2020,
by and between the Company and Continental Stock Transfer &
Trust Company (the “Warrant Agent”), as warrant agent (the “Warrant
Agreement”), as part of the units sold in the Company’s initial
public offering (the “IPO”) and that remained outstanding on the
redemption date for a redemption price of $0.10 per Public Warrant.
In addition, the Company announced that it would redeem all of its
outstanding warrants to purchase Common Stock that were issued
under the Warrant Agreement in a private placement simultaneously
with the IPO on the same terms as the outstanding public warrants.
The private warrants were exercised on or before the redemption
date.The public warrants may be exercised by the holders thereof
until 5:00 p.m. New York City time on the New Redemption Date to
purchase fully paid and non-assessable shares of Common Stock
underlying such warrants. Payment upon exercise of the Warrants may
be made either (i) in cash, at an exercise price of $11.50 per
share of Common Stock or (ii) on a “cashless basis” in which the
exercising holder will receive a number of shares of Common Stock
to be determined in accordance with the terms of the Warrant
Agreement and based on the redemption date and the volume weighted
average price (the “Fair Market Value”) of the Common Stock during
the 10 trading days immediately following the date on which the
notice of redemption was sent to holders of warrants. The Company
previously informed holders of the Fair Market Value, which was
determined by the Company to result in holders who choose to
exercise their warrants on a cashless basis receiving 0.249 shares
of Common Stock per warrant.
Any warrants that remain unexercised at 5:00 p.m. New York City
time on the New Redemption Date will be void and no longer
exercisable, and the holders of those warrants will be entitled to
receive only the redemption price of $0.10 per warrant.
None of the Company, its board of directors or any of its
employees have made or are making any representation or
recommendation to any holder of the warrants as to whether to
exercise or refrain from exercising any warrants.
The shares of Common Stock underlying the warrants have been
registered by the Company under the Securities Act of 1933, as
amended, and are covered by a registration statement filed on Form
S-1 with, and declared effective by, the Securities and Exchange
Commission (Registration No. 333-252073). The SEC maintains an
internet website that contains a copy of this prospectus. The
address of that site is www.sec.gov. Alternatively, you can obtain
a copy of the prospectus from the Company’s investor relations
website at https://investors.cloverhealth.com.
Questions concerning redemption and exercise of the warrants can
be directed to our information agent, MacKenzie Partners at 1407
Broadway, New York, NY 10018, telephone number: (800) 322-2885.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any offer of any
of the Company’s securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements include statements regarding
future events. In some cases, you can identify forward looking
statements because they contain words such as “may,” “will,”
“should,” “expects,” “plans,” “anticipates,” “going to,” “can,”
“could,” “should,” “would,” “intends,” “target,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential,”
“outlook,” “forecast,” “objective,” “plan,” “seek,” “grow,”
“target,” “if,” “continue” or the negative of these words or other
similar terms or expressions that concern Clover Health’s
expectations, strategy, priorities, plans or intentions. These
statements are subject to known and unknown risks, uncertainties
and other factors that may cause our actual results to differ
materially from results expressed or implied in this press release,
including but not limited to the risks and uncertainties contained
in the Risk Factors section of our Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 31, 2021.
Clover Health assumes no obligation, and does not intend, to update
these forward-looking statements as a result of future events or
developments.
About Clover Health
Clover Health (Nasdaq: CLOV) is a next-generation risk-bearing
organization aiming to achieve health equity for all Americans.
While our mission is to improve every life, we particularly focus
on seniors who have historically lacked access to affordable high
quality healthcare.
Contact Information
Investor Relations:Derrick Nuemaninvestors@cloverhealth.com
Press Contact:Andrew Still-Baxterpress@cloverhealth.com
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