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): February 28, 2022

CANO HEALTH, INC.

(Exact name of registrant as specified in its charter)

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

9725 NW 117th Avenue, Suite 200 Miami, Florida	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 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 February 28, 2022, Cano Health, Inc. (the “Company”) issued a press release announcing that it will delay its fourth quarter and full year 2021 earnings release and conference call, previously scheduled for Monday, February 28, 2022. The Company intends to file a notification of late filing on Form 12b-25 with the Securities and Exchange Commission (the “SEC”) in connection with the Annual Report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”), which will provide the Company with a 15 calendar day extension to file the Form 10-K. The Company expects to file the Form 10-K and report fourth quarter and full year 2021 earnings no later than March 16, 2022, the expiration date of the extension period. A copy of the press release is furnished herewith as Exhibit 99.1.

The information included in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K are not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall this item and Exhibit 99.1 be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such future filing.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements include, but are not limited to, statements regarding the Company’s expectations regarding the timing of the issuance of its fourth quarter and full year 2021 earnings and the filing of the Form 10-K. These forward-looking statements are made as of the date hereof and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. The Company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including, but not limited to, the risk that additional information may arise prior to the filing of the Form 10-K; the final determination of the Audit Committee regarding matters relating to its internal review; the timing and ultimate conclusions of the Company’s independent auditors regarding the audit of the Company’s financial statements; and the risk that the completion and filing of the Form 10-K will take longer than expected. These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed in the Company’s filings and reports with the SEC, including the Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, as well as other filings and reports that are filed by the Company from time to time with the SEC. The Company disclaims any obligation to update forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number	Description
99.1	Press release dated February 28, 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: February 28, 2022	By:	/s/ Brian D. Koppy
	Name:	Brian D. Koppy
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

Cano Health Delays Fourth Quarter and Full Year 2021 Earnings Release and Conference Call

Anticipates Non-Cash Adjustments to Financial Statements Related to the Technical Accounting for Medicare Risk Adjustments

Adjustments Expected to Impact Timing of Revenue Recognition but not Cash from Operations, Cash Position or Estimated Collectability of Receivables

MIAMI, February 28, 2022 /PRNewswire/— Cano Health, Inc. (“Cano Health” or the “Company”) (NYSE: CANO), a leading value-based primary care provider for seniors and underserved communities, today announced it will delay its fourth quarter and full year 2021 earnings release, conference call and 2022 guidance updates, previously scheduled for Monday, February 28, 2022. The Company currently anticipates filing a Form 12b-25, Notification of Late Filing, no later than March 2, 2022, which will provide the Company with a 15 day calendar extension to file its Form 10-K. The Company expects to report fourth quarter and full year 2021 earnings, as well as increased full year 2022 guidance, on or before March 16, 2022, the expiration date of the extension period. Updated conference call details will be provided in a subsequent announcement.

Last week, in the course of finalizing its audit of the financial statements for the year ended December 31, 2021, the Company and its independent auditor, Ernst & Young LLP, identified certain potential non-cash adjustments to account for revenue recognition under accounting standard ASC 606. The adjustments relate to how and when the Company accrues revenue related to Medicare Risk Adjustments. The adjustments are expected to impact the timing of revenue recognition, by delaying recognition of certain amounts related to the Medicare Risk Adjustment to subsequent periods, but do not impact the Company’s cash from operations, its cash position, or estimated collectability of receivables.

“Cano Health remains the provider of choice in the communities it serves, demonstrated by our 115% year-over-year membership growth in 2021 and continued momentum in our growth trajectory during the beginning of 2022. The technical accounting adjustment causing the delay in our reporting is not expected to have any impact on our business operations, nor is it expected to impact our relationships with our payors or members. We remain confident in our ability to leverage our strong business momentum, and we look forward to discussing our full year 2021 results and upwardly revised 2022 guidance with the investment community,” stated Dr. Marlow Hernandez, Co-Founder, Chairman, and CEO of Cano Health.

About Cano Health

Cano Health (NYSE: CANO) is a high-touch, technology-powered healthcare company delivering personalized, value-based primary care to more than 250,000 members. 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. Founded in 2009, Cano Health has more than 4,000 employees, and operates primary care medical centers and supports affiliated providers in eight states and Puerto Rico. For more information, visit canohealth.com or canohealth.com/investors.

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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. These statements include, but are not limited to, statements regarding the Company’s expectations regarding the nature and extent of the accounting changes, the expected impact of the accounting changes on the Company’s financial position and results of operation, and the timing of the issuance of its fourth quarter and full year 2021 earnings and the filing of its Annual Report on Form 10-K. These forward-looking statements are made as of the date hereof and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. The Company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including, but not limited to, the risk that additional information may arise prior to the filing of the financial statements; the final determination of the Audit Committee regarding matters relating to its internal review; the timing and ultimate conclusions of the Company’s independent auditors regarding the audit of the Company’s financial statements; and the risk that the completion and filing of the Company’s Annual Report on Form 10-K will take longer than expected. These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed in the Company’s filings and reports with the SEC, including the Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, as well as other filings and reports that are filed by the Company from time to time with the SEC. The Company disclaims any obligation to update forward-looking statements.

###

Investor Relations Contact:

Derek Fiebig

Cano Health, Inc.

(786) 206-1930

derek.fiebig@canohealh.com

Media Relations Contact:

Georgi Morales Pipkin

Cano Health, Inc.

(786) 206-3322

georgi.pipkin@canohealth.com

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Document and Entity Information	Feb. 28, 2022
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001800682
Document Type	8-K
Document Period End Date	Feb. 28, 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
Common Stock [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
Warrant [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