MIAMI, Oct. 5, 2023
/PRNewswire/ -- Cano Health, Inc. ("Cano Health"
or the "Company") (NYSE: CANO) today announced that
it has filed a preliminary proxy statement with the SEC regarding a
special stockholders' meeting to authorize Cano Health's Board of
Directors to effect a reverse stock split of the Company's Class A
and Class B common stock (the "Common Stock") at a
ratio of 1-for-60, with the Board having the right to adjust such
ratio down to 1-for-5 and up to 1-for-100 (the "Reverse Stock
Split"). The Board will determine the final split ratio
after stockholder approval and would retain the authority to
abandon the Reverse Stock Split at any time or to delay or postpone
it.
The Reverse Stock Split would not affect any stockholder's
percentage ownership interests or proportionate voting power,
except to the extent that it results in a stockholder receiving
cash in lieu of fractional shares.
As previously disclosed, the Company believes the Reverse Stock
Split will enable it to regain compliance with the price criteria
of Section 802.01C of the NYSE Listed Company Manual (the
"Listing Rule"), as well as to allow the Company's
Common Stock to be more attractive to a broader range of
investors.
At the special stockholders' meeting, the proposed Reverse Stock
Split requires the affirmative vote of a majority of the voting
power of the outstanding shares of Common Stock, voting as a single
class. ITC Rumba, LLC, Cano Health's largest stockholder with
approximately 30% of the voting power of the Company's Class A and
Class B common stock as of September 30,
2023, has reaffirmed to the Company its intent to vote in
favor of the Reverse Stock Split. Also, certain current and former
members of management and the Board, acting in their respective
roles as individual stockholders, who together hold approximately
20% of the combined voting power, are expected to sign a voting
agreement as a demonstration of their support of the Reverse Stock
Split.
Stockholders may obtain a free copy of the preliminary proxy
statement and other documents that the Company files with the SEC
at the SEC's website at www.sec.gov or on the Company's
Investor Relations website at investors.canohealth.com/ir. The
Company will file with the SEC and distribute to its stockholders a
definitive proxy statement regarding the special stockholders'
meeting and the Reverse stock split proposal. The Company plans to
issue another press release when the definitive proxy statement is
filed and upon completion of the Reverse Stock Split.
Completion of the proposed Reverse Stock Split is subject to
market and other customary conditions, including obtaining
stockholder approval. However, there are no assurances that the
Reverse Stock Split will be completed, that it will result in an
increased per share price or achieve its other intended effects.
The Board reserves the right to elect not to proceed with the
Reverse Stock Split if it determines that implementing it is no
longer in the best interests of the Company and its
stockholders.
About Cano Health
Cano Health (NYSE: CANO) is a high-touch,
technology-powered healthcare company delivering personalized,
value-based primary care to approximately 365,000 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.
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 relate to future events and involve
known and unknown risks, uncertainties and other factors which are,
in some cases, beyond Cano Health's 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, (i) the
Company's plans to regain compliance with the Listing Rule; (ii)
the Company's plans to implement the Reverse Stock Split; and (iii)
the Company's expectations that ITC Rumba, LLC and certain current
and former members of management and the Board intend to vote in
favor of the 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 Cano Health's results of operations and financial
condition. Important risks and uncertainties that could cause Cano
Health's 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 Cano Health's services; changes in Cano Health's
strategy, future operations, prospects and plans; developments and
uncertainties related to the Direct Contracting Entity program;
Cano Health's ability to realize expected financial results; Cano
Health's ability to predict and control its medical cost ratio;
Cano Health's ability to integrate its acquisitions and achieve the
desired synergies; Cano Health's ability to maintain its
relationships with health plans and other key payors; Cano Health's
future capital requirements and Cano Health's sources and uses of
cash, including funds to satisfy its liquidity needs; Cano Health's
ability to attract and retain members of management and its Board
of Directors; and/or Cano Health's 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 Cano
Health's filings with the SEC, including, without limitation, in
Cano Health's Annual Report on Form 10-K for the fiscal year ended
December 31, 2022, filed with the SEC
on March 15, 2023 (the "2022 Form
10-K"), as well as Cano Health's Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K that Cano Health has 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 Cano Health's 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 the
Reverse Stock Split 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 the 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) difficulties and/or
delays in obtaining stockholder consent for the Reverse Stock Split
and/or 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 Reverse Stock Split, such as due to less than
anticipated future financial results, less than expected liquidity,
unanticipated demands on Cano Health's available sources of cash,
higher than anticipated costs, tightness in the credit or M&A
markets, higher interest rates, less than anticipated cost
reductions from Cano Health's restructuring activities and/or a
sustained higher inflationary environment; and/or (iii)
difficulties and/or delays in obtaining stockholder consents for
the Reverse Stock Split from ITC Rumba, LLC and/or certain current
or former members of management and the Board. For a detailed
discussion of other risks and uncertainties that could cause Cano
Health's actual results to differ materially from those expressed
or implied by Cano Health's forward-looking statements, please
refer to Cano Health's filings with the SEC, including, without
limitation, Cano Health's 2022 Form 10-K. Factors other than those
listed above could also cause Cano Health's 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,
Cano Health undertakes 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 press release. Additionally, the business and
financial materials and any other statement or disclosure on or
made available through Cano Health's websites or other websites
referenced herein shall not be incorporated by reference into this
release.
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SOURCE Cano Health, Inc.
