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 27, 2021

Clover Health Investments, Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-39252	98-1515192
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

725 Cool Springs Boulevard, Suite 320, Franklin, Tennessee	37067
(Address of principal executive offices)	(Zip Code)

(201) 432-2133

(Registrant’s telephone number, including area code)

Not Applicable

(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, par value $0.0001 per share	CLOV	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one Class A Common Stock at an exercise price of $11.50	CLOVW	The Nasdaq Stock Market LLC

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.

Clover Health Investments, Corp. has prepared slides for use in connection with its presentation at an industry conference on January 27, 2021. A copy of those slides is furnished as an exhibit to this report and is incorporated herein by reference.

The information furnished in this report, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) List of Exhibits.

Exhibit     No.	Exhibit title
99.1	Clover Health presentation materials

SIGNATURE

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.

	Clover Health Investments, Corp.
Date: January 27, 2021	/s/ Gia Lee
	Name: Gia Lee
	Title:   General Counsel and Secretary

EX-99.1

Insurance & Retail: Healthcare’s Odd Couple Theresa Safe, Chief of Staff January 27th, 2021 Exhibit 99.1

Clover Believes in Accessible and Affordable Healthcare for Everyone

A cap on costs + $0/low premiums and copays → Members can see their personal doctor and specialists as often as they need for just a few dollars per visit. Broad and open networks → Members can see any doctor participating in Medicare who is willing to accept them. More PCP visits → More efficient cost of care. Clover lowers barriers to care.

How should we access healthcare? High cost care for specialized needs Low cost care for basic needs

But that’s not the reality of our healthcare system.

By partnering with retailers like Walmart, we can further lower the barrier for receiving basic health services such as BMI and BP assessment, Colorectal Cancer Screening and Flu vaccinations.

So, why retail? 90% of Americans live within 10 miles of a Walmart and more than 95% of Americans have shopped in a Walmart within the past year 95% of Americans live within 10 miles of a Walgreens 80% of Americans live within 10 miles of a CVS Convenience!

Care Gap Closure with a National Retailer (in Beta) Hypothesis: Making basic care services available at convenient retail locations will positively influence members to receive these services and ultimately improve health outcomes Since Fall Beta Launch: 553 Care Gaps closed across BMI Assessment, BP Assessment, Flu Immunization, Colorectal Cancer Screening and Health Risk Assessments

Everybody Wins! Good for Members Good for Payors Good for Retail Partners Convenient, low cost access to basic health services Additional channel for care gap closure Direct participation in the value chain

The Clover Assistant gives providers a holistic view of a patient’s health. Providing services to the member wherever is most convenient is good for care gap closure, but it risks the loss of a holistic view of a patient’s care plan and needs. That’s where the Clover Assistant comes in.

The Odd Couple: Retailer & Payor.

Questions?

Thank you.