MIAMI, Sept. 11,
2023 /PRNewswire/ -- Cano Health, Inc. (NYSE: CANO)
("Cano Health" or the "Company"
announced today that it was notified by NYSE Regulation Inc. (the
"NYSE") that it is not in compliance with Section
802.01C of the NYSE Listed Company Manual (the "Listing
Rule") because the average closing stock price of a share
of the Company's Class A common stock was less than $1.00 per share over a consecutive 30 trading-day
period.
Pursuant to the Listing Rule, the Company has 6 months following
the NYSE notification to regain compliance with the Listing Rule,
during which time the Company's Class A common stock will continue
to be listed on the NYSE. If the Company determines that it will
cure the price condition by taking an action requiring stockholder
approval, such as a reverse stock split, the 6-month window may be
extended if the Company obtains stockholder approval by no later
than its next annual stockholders' meeting and implements the
action promptly thereafter.
The Company immediately notified the NYSE that to regain
compliance with the Listing Rule, the Company intends to take steps
to increase the value of shares of its Class A common stock through
executing its previously-announced business strategy and is
considering other options for regaining compliance with the Listing
Rule, including effecting a reverse stock split, subject to
stockholder approval, which it would seek to obtain no later than
at the Company's next annual stockholders' meeting.
"We believe that executing our previously-announced business
strategy will increase the value of shares of our Class A common
stock in a manner sufficient to regain compliance with the Listing
Rule," said Mark Kent, Chief
Executive Officer of Cano Health. "However, we are prepared
to pursue a reverse stock split, which would allow our stock to be
more attractive to a broader range of investors, and I am pleased
that InTandem Capital Partners, LLC, which controls ITC Rumba, LLC,
our largest stockholder, has advised us that it intends to vote in
favor of a reverse stock split should we pursue that path. We
remain committed to our focus on increasing the value of our
Company by driving our strategy, while at the same time continuing
to evaluate strategic interest in the Company, as previously
announced."
Forward-Looking Statements: This 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 relate to future events and involve known and unknown
risks, uncertainties and other factors which are, in some cases,
beyond our control and could materially affect actual results,
performance or achievements. These forward-looking statements
generally can be identified by phrases such as "will," "expects,"
"anticipates," "believes," "foresees," "forecasts," "plans,"
"intends," "estimates" or other words or phrases of similar import,
including, without limitation, statements regarding our anticipated
performance, operations, financial strength, potential, and
prospects for long-term shareholder value creation, our anticipated
results of operations, including our business strategies, our
projected costs, prospects and plans, and other aspects of our
operations or operating results, as well as statements made in this
release regarding: (i) the Company's plans to regain compliance
with the Listing Rule by taking steps to increase the value of
shares of its Class A common stock through executing its business
strategy and considering other options, including effecting a
reverse stock split, subject to stockholder approval, which it
would seek to obtain no later than at the Company's next annual
stockholders' meeting; (ii) the Company's expectation that
executing its previously-announced business strategy will increase
the value of shares of its Class A common stock in a manner
sufficient to regain compliance with the Listing Rule and make its
stock more attractive to a broader range of investors; (iii) the
Company's plans to focus on increasing its value by driving its
strategy, while at the same time continuing to evaluate strategic
interest in the Company, as previously announced; and (iv) the
Company's expectations that ITC Rumba, LLC intends to vote in favor
of a reverse stock split. It is uncertain whether any of the events
anticipated by the forward-looking statements will transpire
or occur, or if any of them do, what impact they will have on our
results of operations and financial condition. Important risks and
uncertainties that could cause our actual results and financial
condition to differ materially from those indicated in
forward-looking statements include, among others, changes in market
or industry conditions, the regulatory environment, competitive
conditions, and/or consumer receptivity to our services; changes in
our strategy, future operations, prospects and plans; developments
and uncertainties related to the Direct Contracting Entity program;
our ability to realize expected financial results, including with
respect to patient membership, total revenue and earnings; our
ability to predict and control our medical cost ratio; our ability
to grow market share in existing markets and continue our growth;
our ability to integrate our acquisitions and achieve desired
synergies; our ability to maintain our relationships with health
plans and other key payors; our future capital requirements and
sources and uses of cash, including funds to satisfy our liquidity
needs; our ability to attract and retain members of management and
our Board of Directors; and/or our ability to recruit and retain
qualified team members and independent physicians. Actual results
may also differ materially from such forward-looking statements for
a number of other reasons, including those set forth in our filings
with the SEC, including, without limitation, in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on
March 15, 2023, as amended by our
Annual Report on Form 10-K/A, filed with the SEC on April 7, 2023 (the "2022 Form
10-K"), as well as our Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K that we have filed or will file with
the SEC during 2023 (which may be viewed on the SEC's website at
http://www.sec.gov or on our website at
http://www.investors.canohealth.com/ir-home), as well as reasons
including, without limitation, our experiencing delays or
difficulties in, and/or unexpected or less than anticipated results
from its efforts to: (i) regain compliance with the NYSE
Listing Rule, whether due to difficulties in implementing the
Company's business strategy, such as resulting from less than
expected liquidity and/or difficulties and/or delays in
consummating one or more transactions, in whole or in part, to sell
all or part of the Company and/or difficulties and/or delays in
consummating a reverse stock split, if necessary, on the expected
timeline (whether due to difficulties in obtaining stockholder
approval or otherwise) and the impact of future decreases in the
price of shares of the Company's Class A common stock due to, among
other things, the announcement of a split, our inability to make
our stock more attractive to a broader range of investors or an
inability to increase the stock price in an amount sufficient to
satisfy compliance with the NYSE's Listing Rule; (ii) less than the
expected results and impact on the price of shares of the Company's
Class A common stock as a result of implementing the Company's
strategy and/or effecting a reverse stock split, such as due to
less than anticipated future financial results and/or less than
expected liquidity; (iii) difficulties and/or delays in driving the
Company's strategy which could have less than the expected impact
on the value of the Company, such as due to difficulties and/or
delays in consummating one or more transactions, in whole or in
part, to sell all or part of the Company, which, among other
things, would result in less than expected liquidity; and/or (iv)
difficulties and/or delays in obtaining stockholder consent for a
reverse stock split, whether due to unexpected developments
regarding ITC Rumba, LLC's expressed intent to support taking such
action or otherwise. For a detailed discussion of other risks and
uncertainties that could cause our actual results to differ
materially from those expressed or implied by the forward-looking
statements, please refer to our filings with the SEC, including,
without limitation, our 2022 Form 10-K. Factors other than those
listed above could also cause our results to differ materially from
expected results. Forward-looking statements speak only as of the
date they are made and, except as required by law, we undertake no
obligation or duty to publicly update or revise any forward-looking
statement, whether to reflect actual results of operations; changes
in financial condition; changes in general U.S. or international
economic, industry conditions; changes in estimates, expectations
or assumptions; or other circumstances, conditions, developments or
events arising after the issuance of this release. Additionally,
the business and financial materials and any other statement or
disclosure on or made available through the Company's websites or
other websites referenced herein shall not be incorporated by
reference into this release.
About Cano Health
Cano Health (NYSE: CANO) is a high-touch, technology-powered
healthcare company delivering personalized, value-based primary
care to approximately 380,000 members. Founded in 2009, with its
headquarters in Miami, Florida,
Cano Health is transforming healthcare by delivering primary care
that measurably improves the health, wellness, and quality of life
of its patients and the communities it serves through its primary
care medical centers and supporting affiliated providers. For more
information, visit canohealth.com or investors.canohealth.com.
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SOURCE Cano Health, Inc.