Item 8.01. Other Events.
On April 24, 2023, Clover Health Investments, Corp. (the "Company") announced
that the Company has reached an agreement to resolve the securities class action
captioned Bond v. Clover Health Investments, Corp. et al., Case No.
3:21-CV-00096 (M.D. Tenn.) (the "securities class action"), which was filed in
the wake of its de-SPAC transaction. The proposed settlement contains no
admission of liability or wrongdoing by any of the defendants, including the
Company, and is subject to definitive documentation and final court approval.
On April 21, 2023, the parties to the securities class action entered into a
memorandum of understanding providing for the settlement of the class action.
Subject to negotiation of definitive documentation and final court approval, the
class will receive $22 million dollars (less an award of fees and expenses to
the plaintiffs' counsel, as determined by the court), the defendants (including
the Company) will receive customary releases, and the litigation will be
concluded. The Company will use insurance proceeds totaling $19.5 million that
have been advanced or have been committed to be advanced by the Company's
insurers to fund the settlement. The Company expects to pay $2.5 million of
out-of-pocket costs to fund the settlement. As of December 31, 2022, the Company
has recorded a reserve of $500,000.
A copy of the press release announcing the agreement described herein is filed
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by
reference.
Forward-Looking Statements
Please note that this report 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 and Clover Health's future
results of operations, financial position, business strategy and future plans.
Forward-looking statements are not guarantees of future performance, and you are
cautioned not to place undue reliance on such statements. 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," "guidance,"
"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.
Forward-looking statements in this report include, but are not limited to,
statements regarding the litigation and proposed settlement, including
definitive documentation, final court approval and the availability of insurance
proceeds, as well as expectations related to Clover Health's liquidity, future
performance, future operations and future results. These statements are subject
to known and unknown risks, uncertainties and other factors that may cause our
actual results, levels of activity, performance or achievements to differ
materially from results expressed or implied in this report. Additional
information concerning these and other risk factors is contained in Clover
Health's latest Annual Report on Form 10-K filed with the Securities and
Exchange Commission (the "SEC") on March 1, 2023, including the Risk Factors
section therein, and in its other filings with the SEC. The forward-looking
statements included in this report are made as of the date hereof. Except as
required by law, Clover Health undertakes no obligation to update any of these
forward-looking statements after the date of this report or to conform these
statements to actual results or revised expectations.
Item 9.01. Financial Statements and Exhibits.
(d) List of Exhibits
Exhibit No. Description
99.1 Press release, dated April 24, 2023
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
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