CANO HEALTH, INC. Item 1.01. Entry into a Material Definitive Agreement.
Investor Agreement
At the Closing, the Company, the Seller and certain equity holders of the
Company (including InTandem,
In particular, the Investor Agreement will provide for the following:
• Demand registration rights. At any time after the period commencing from
the Closing and through the date that is six months from the date of the
Closing (the "Investor Agreement Lock-Up Period"), the Company will be
required, upon the written request of certain Investors, to file a
registration statement and use reasonable best efforts to effect the
registration of all or part of their registrable securities, including,
under certain circumstances, the offering of such registrable securities
in the form of an underwritten offering. The Company is not obligated to
effect (i) more than one demand registration during any six-month period
or (ii) any demand registration if an effective registration statement on
Form S-3 or its successor form, or, if the Company is ineligible to use
Form S-3, a registration statement on Form S-1, for an offering to be
made on a continuous basis pursuant to Rule 415 of the Securities Act
registering the resale from time to time by the Investors of all of the
registrable securities then held by such Investors (a "Resale Shelf
Registration Statement") is already on file with the SEC .
• Shelf registration rights. No later than thirty (30) days following the
Closing Date, the Company shall file a Resale Shelf Registration
Statement registering all of the registrable securities held by the
Investors and the Jaws Directors that are not covered by an effective
registration statement. The Company shall use reasonable best efforts to
cause the Resale Shelf Registration Statement to be declared effective as
soon as possible after filing.
• Piggy-back registration rights. At any time after the Closing Date, if
the Company proposes to file a registration statement to register any of
. . .
Item 2.01. Completion of Acquisition or Disposition of Assets.
On
Holders of an aggregate of 6,509 Class A ordinary shares of Jaws sold in its
initial public offering (the "public shares") properly exercised their right to
have such shares redeemed for a full pro rata portion of the trust account
holding the proceeds from Jaws's initial public offering, calculated as of two
(2) business days prior to the consummation of the Business Combination, which
was approximately
At the Closing, (i) an aggregate of 86,243,491 shares of Class A ordinary shares
of Jaws were exchanged for an equivalent number of Class A common stock pursuant
to the Domestication, (ii) an aggregate of 306,843,662 shares of Class B Common
Stock were issued in exchange for the shares of PCIH outstanding as of
immediately prior to the Effective Time and (iii) an aggregate of 80,000,000
shares of Class A common stock were issued to the
The material terms and conditions of the Business Combination Agreement are described in the Proxy Statement/Prospectus in the section titled "Shareholder Proposal 2: The Business Combination Proposal-The Business Combination Agreement," which is incorporated herein by reference.
FORM 10 INFORMATION
Item 2.01(f) of Form 8-K states that if the registrant was a shell company as . . .
Item 3.02. Unregistered Sales of
Concurrently with the execution of the Business Combination Agreement, Jaws
entered into subscription agreements (the "Subscription Agreements") with
certain investors. Pursuant to the Subscription Agreements, such investors
agreed to subscribe for and purchase, and Jaws agreed to issue and sell to such
investors, immediately prior to the Closing, an aggregate amount of 80,000,000
shares of Jaws' Class A common stock for a purchase price of
The Company issued the foregoing securities under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506 of Regulation D promulgated under the Securities Act, as a transaction not requiring registration under Section 5 of the Securities Act. The parties receiving the securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution, and appropriate restrictive legends were affixed to the certificates representing the securities (or reflected in restricted book entry with the Company's transfer agent). The parties also had adequate access, through business or other relationships, to information about the Company.
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Item 3.03. Material Modification to Rights of Security Holders.
In connection with the consummation of the Transactions, Jaws changed its
jurisdiction of incorporation by deregistering as a
In accordance with Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company is the successor issuer to Jaws and has succeeded to the attributes of Jaws as the registrant. In addition, the shares of Common Stock of the Company, as the successor to Jaws, are deemed to be registered under Section 12(b) of the Exchange Act. Holders of uncertificated shares of Jaws' Class A ordinary shares prior to the Closing have continued as holders of shares of uncertificated shares of the Company's Common Stock. After consummation of the Transactions, the Common Stock and warrants to purchase Common Stock were listed on the NYSE under the symbols "CANO" and "CANO WS," respectively, and the CUSIP numbers relating to the Common Stock and warrants were changed to 13781Y 103 and 13781Y 111, respectively. Holders of Jaws' shares who have filed reports under the Exchange Act with respect to those shares should indicate in their next filing, or any amendment to a prior filing, filed on or after the Closing Date that the Company is the successor to Jaws.
Item 4.01. Changes in Registrant's Certifying Accountant.
On
Withum's report on Jaws' financial statements as of
During the period from
During the period from
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The Company has provided Withum with a copy of the disclosures made by the
Company in response to this Item 4.01 and has requested that Withum furnish the
Company with a letter addressed to the
Item 5.01. Changes in Control of Registrant.
Reference is made to the disclosure in the Proxy Statement/Prospectus in the section titled "Shareholder Proposal 2: The Business Combination Proposal-The Business Combination Agreement," which is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 to this Current Report on Form 8-K,which is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Board of Directors
Following the Closing, the Company Board will initially consist of nine
(9) directors, which will be divided into three classes (designated Class I, II
and III) with Class I, Class II and Class III each consisting of three
directors. Class I directors will have an initial term which expires in 2022.
Class II directors will have an initial term which expires in 2023. Class III
directors will have an initial term which expires in 2024. Pursuant to the
Business Combination Agreement, the Company Board will consist of (i)
Furthermore, following the Closing, the Board established three standing
committees: an audit committee, a compensation committee and a nominating and
corporate governance committee. The members of our audit committee are
A description of the compensation of the directors of Jaws and of the Company before the consummation of the Transactions is set forth in the Proxy Statement/Prospectus in the sections titled "Directors, Officers, Executive Compensation and Corporate Governance Of Jaws Prior To The Business Combination" and "Executive Compensation Of PCIH," respectively, and that information is incorporated herein by reference. . . .
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
The disclosure set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.06. Change in Shell Company Status.
As a result of the Transactions, the Company ceased to be a shell company upon the Closing. The material terms of the Transactions are described in the section entitled "Shareholder Proposal 2: The Business Combination Proposal" of the Proxy Statement/Prospectus and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
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The consolidated financial statements of
The unaudited condensed combined financial statements of
The audited combined financial statements of
The unaudited condensed consolidated financial statements of
(b) Pro forma financial information.
Certain unaudited pro forma condensed combined financial information is attached hereto as Exhibit 99.4 and is incorporated herein by reference.
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(d) Exhibits. Exhibit Number Description 2.1 Business Combination Agreement, dated as ofNovember 11, 2020 , by and amongJaws Acquisition Corp. ,Jaws Merger Sub, LLC ,Primary Care (ITC) Intermediate Holdings, LLC ("PCIH") andPrimary Care (ITC) Holdings, LLC (incorporated by reference to Annex A to the Proxy Statement/Prospectus). 3.1 Certificate of Incorporation ofCano Health, Inc. 3.2 By-laws ofCano Health, Inc. . 3.3 Second Amended And Restated Limited Liability Company Agreement ofPrimary Care (ITC) Intermediate Holdings, LLC , dated as ofJune 3, 2021 . 10.1 Investor Agreement, dated as ofJune 3, 2021 , by and amongCano Health, Inc. ,Primary Care (ITC) Holdings, LLC and the investors parties. 10.2 Form of Lock-Up Agreement by and betweenCano Health, Inc. and the holders parties thereto. 10.3 Tax Receivable Agreement, as ofJune 3, 2021 by and amongCano Health, Inc. and the parties thereto. 10.4Cano Health, Inc. 2021 Stock Option and Incentive Plan (incorporated by reference to Annex L to the Proxy Statement/Prospectus). 10.5 Forms of Award Agreements under theCano Health, Inc. 2021 Stock Option and Incentive Plan 10.6Cano Health, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Annex K to the Proxy Statement/Prospectus). 10.7 Employment Agreement, by and betweenCano Health, LLC andDr. Marlow Hernandez. 10.8 Employment Agreement, by and betweenCano Health, LLC and Dr.Richard Aguilar . 10.9 Amended and Restated Employment Agreement, by and betweenCano Health, LLC andDavid Armstrong . 10.10 Amended and Restated Employment Agreement, datedApril 5, 2021 , by and betweenCano Health, LLC andBrian D. Koppy . 10.11 Form of Indemnification Agreement for Directors and Officers. 10.12 Form of Indemnification Agreement for Officers. 10.13 Director Compensation Policy 16.1 Letter fromWithumSmith+Brown, PC . 99.1 Selected historical combined consolidated financial and other operating data ofPrimary Care (ITC) Intermediate Holdings, LLC and Subsidiaries for the three month periods endedMarch 31, 2021 and 2020, and the years endedDecember 31, 2020 and 2019. 99.2 Condensed consolidated financial statements of Primary Care (ITC)Intermediate Holdings, LLC and Subsidiaries for the three month periods endedMarch 31, 2021 and 2020 and as ofMarch 31, 2021 andDecember 31, 2020 . 99.3 Management's Discussion and Analysis of Financial Condition and Results of Operations ofPrimary Care (ITC) Intermediate Holdings, LLC and Subsidiaries for the three month periods endedMarch 31, 2021 and 2020, and the years endedDecember 31, 2020 and 2019. 99.4 Unaudited Pro Forma Condensed Combined Financial Information. * Filed herewith.
† Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K
Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any
omitted schedule or exhibit to the
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