8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 7, 2022

CANO HEALTH, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-39289	98-1524224
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

9725 NW 117^th Avenue, Suite #200, Miami FL 33178

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (855) 226-6633

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value per share	CANO	The New York Stock Exchange
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share	CANO/WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On January 7, 2022, Cano Health, Inc. (the “Company”) issued a press release announcing the Company’s total membership at the end of the fourth quarter of 2021 and as of January 1, 2022. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is posted on the Company’s website, www.canohealth.com.

The information in this Current Report on Form 8-K, including the information set forth in Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, this information shall not be deemed incorporated by reference in any filing of the Company with the Securities and Exchange Commission, except as expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description
99.1	Press release dated January 7, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CANO HEALTH, INC.
Date: January 7, 2022	By:	/s/ Dr. Marlow Hernandez
	Name:	Dr. Marlow Hernandez
	Title:	Chief Executive Officer and President

EX-99.1

Exhibit 99.1

Cano Health Achieves Strong Membership Growth

Fourth Quarter 2021 Membership of 227,000; an increase of 114% year-over-year

January 1, 2022 Membership of 253,000

MIAMI, January 7, 2022 — Cano Health, Inc. (NYSE: CANO), a leading value-based primary care provider for seniors and underserved communities, announced today its membership at the end of the fourth quarter of 2021 and as of January 1, 2022.

Total membership at the end of the fourth quarter of 2021 was 227,000, up 114% year-over-year, and above prior year-end 2021 guidance of 218,000 members. Organic membership was 148,000, up 40% year-over-year. Membership at the end of the fourth quarter included approximately 118,300 Medicare Advantage members, 7,700 Medicare direct contracting entity (DCE) members, 66,500 Medicaid members, and 34,500 ACA members.

As of January 1, 2022, Cano Health’s total membership increased to approximately 253,000 total members. The increase in membership was entirely organic and includes members from the conclusion of the Medicare Advantage open enrollment period, along with the addition of newly enrolled Medicare DCE members.

“We are humbled that so many patients are choosing us and putting their trust in us,” said Dr. Marlow Hernandez, Chairman and Chief Executive Officer of Cano Health. “We look forward to continuing to help our members live longer and fuller lives, adding value for all stakeholders.”

Product Line	Members as of 9/30/21		Members as of 12/31/21		Members as of 1/1/22
Medicare Advantage		112,309		118,300		122,000
Medicare DCE		7,777		7,700		30,000
Medicaid		63,871		66,500		66,500
ACA		26,706		34,500		34,500
Total		210,663		227,000		253,000

Note: Members as of 9/30/21 are as reported. Other values are approximate.

Cano Health plans to report its financial results for the fourth quarter and full year ended December 31, 2021 during its upcoming earnings call and will provide an update to 2022 guidance at that time. Details will follow in a subsequent release.

As previously announced, Cano Health will participate in the 40^th Annual J.P. Morgan Healthcare Conference on Tuesday, January 11, 2022. Dr. Marlow Hernandez will present virtually at 10:30 a.m., Eastern Time. A live webcast will be accessible through Cano Health’s Investor Relations website at https://investors.canohealth.com/. The webcast will be archived for replay following the conference.

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About Cano Health

Cano Health operates value-based primary care medical centers and supports affiliated medical practices that specialize in primary care for seniors in Florida, Texas, Nevada, New York, New Jersey, New Mexico, California, Illinois, and Puerto Rico, with additional markets in development. As part of its care coordination strategy, Cano Health provides sophisticated, high-touch population health management programs including telehealth, prescription home delivery, wellness programs, transition of care, and high-risk and complex care management.

Cano Health’s personalized patient care and proactive approach to wellness and preventive care sets it apart from competitors. Cano Health has consistently improved clinical outcomes while reducing costs, affording patients the opportunity to lead longer and healthier lives. Cano Health serves a predominantly minority and low-income population. For more information visit www.canohealth.com or https://investors.canohealth.com/.

###

Investor Relations Contacts:

Alan Oshiki or Sydney Isaacs

Abernathy MacGregor

(212) 371-5999 / (713) 817-9346

aho@abmac.com / sri@abmac.com

Media Relations Contact:

Patricia Graue

Brunswick Group

(212) 333-3810

canohealth@brunswickgroup.com

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Document and Entity Information	Jan. 07, 2022
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001800682
Document Type	8-K
Document Period End Date	Jan. 07, 2022
Entity Registrant Name	CANO HEALTH, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-39289
Entity Tax Identification Number	98-1524224
Entity Address, Address Line One	9725 NW 117th Avenue
Entity Address, Address Line Two	Suite #200
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33178
City Area Code	(855)
Local Phone Number	226-6633
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Class A Common Stock 0.0001 Par Value Per Share [Member]
Document And Entity Information [Line Items]
Security 12b Title	Class A common stock, $0.0001 par value per share
Trading Symbol	CANO
Security Exchange Name	NYSE
Warrants To Purchase One Share Of Class A Common Stock Each At An Exercise Price Of 11.50 Per Share [Member]
Document And Entity Information [Line Items]
Security 12b Title	Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	CANO/WS
Security Exchange Name	NYSE