Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Cano Health, Inc.: Filed Certificate of Amendment to effect a 1-for-100 reverse stock split of Class A and Class B common stock (effective 2023-11-02).
- Change
- charter amendment
- Effective
- 2023-11-02
Exact text from the filing
On November 2, 2023, Cano Health, Inc. (“ Cano Health ” or the “ Company ”) issued a press release (the “ Press Release ”) announcing, among other things, that it has filed a Certificate of Amendment (the “ Certificate of Amendment ”) to its Certificate of Incorporation with the Delaware Secretary of State to effect the 1-for-100 reverse stock split (the “ Reverse Stock Split ”) of shares of its Class A and Class B common stock, each previously $0.0001 par value per share (together, the “ Common Stock ”). The Certificate of Amendment became effective immediately upon filing on November 2, 2023 (the “ Effective Time ”).
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Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Cano Health, Inc. shareholders approved a proposal to grant the Company’s Board of Directors the discretionary authority to amend the Company’s Certificate of Incorporation to effect a reverse stock split of the authorized shares of the Company’s Common Stock, including both issued and outstanding and unissued shares, at a ratio of 1-for- at the 2023-11-02 meeting.
- Proposal
- reverse split
- Outcome
- passed
- Meeting
- 2023-11-02
Exact text from the filing
On November 2, 2023, the Company held a special stockholders’ meeting (the “ Special Meeting ”). At the Special Meeting, the Company’s stockholders approved a proposal to grant the Company’s Board of Directors the discretionary authority to amend the Company’s Certificate of Incorporation to effect a reverse stock split of the authorized shares of the Company’s Common Stock, including both issued and outstanding and unissued shares, at a ratio of 1-for-60, with the Board having the right to adjust such ratio, acting in its sole discretion and in the Company’s best interest, down to 1-for-5 and up to 1-for-100, inclusive, such exact ratio to be determined at any time prior to November 2, 2024 (the “ Reverse Stock Split Proposal ”). A total of 336,931,904 shares of the Company’s Common Stock were present at the Special Meeting in person or by proxy, which represented approximately 62% of the outstanding shares of the Company’s Common Stock as of October 5, 2023, the record date for the S
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