SEC Form SC 13D/A filed by Cano Health Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 9)¹

Cano Health, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

13781Y103

(CUSIP Number)

DR. LEWIS GOLD

1235 Spanish River Road

Boca Raton, Florida 33432

(954) 557-7565

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 7, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Percentage is calculated based on 2,887,607 shares of Class A Common Stock issued and outstanding as of October 30, 2023 after giving effect to the 1-for-100 reverse stock split of the Issuer, effective November 2, 2023 (the “Reverse Stock Split”), as reported by the Issuer in its Form 8-K filed with the U.S. Securities and Exchange Commission on November 2, 2023.

(1) Percentage is calculated based on 2,887,607 shares of Class A Common Stock issued and outstanding as of October 30, 2023 after giving effect to the Reverse Stock Split, as reported by the Issuer in its Form 8-K filed with the U.S. Securities and Exchange Commission on November 2, 2023.

(1) Percentage is calculated based on 2,887,607 shares of Class A Common Stock issued and outstanding as of October 30, 2023 after giving effect to the Reverse Stock Split, as reported by the Issuer in its Form 8-K filed with the U.S. Securities and Exchange Commission on November 2, 2023.

The following constitutes Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment No. 9 amends the Schedule 13D as specifically set forth herein.

Item 2(a) is hereby amended to add the following:

On November 7, 2023, the Reporting Persons and other parties to the Joint Filing and Solicitation Agreement entered into that certain Termination of Joint Filing and Solicitation Agreement (the “JFSA Termination Agreement”), which terminated the Joint Filing and Solicitation Agreement pursuant to its terms, effective immediately. Accordingly, the Reporting Persons are no longer members of a group for purposes of Section 13(d) and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 9 to the Schedule 13D.

A copy of the JFSA Termination Agreement is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 4 is hereby amended to add the following:

While the Former Directors Group continue to be vehemently opposed to the members of the board of directors of the Issuer continuing in their present roles in light of, among other things, their failure to promptly address the issues raised by the Former Directors Group and the resulting massive destruction of shareholder value, the Former Directors Group have decided to disband the group at this time. The Former Directors Group were able to achieve some of its principal objectives, including that Dr. Marlow Hernandez is no longer serving on the Board and the Issuer has designated Mark Kent as its permanent Chief Executive Officer. The members of the Former Directors Group intend to continue to work independently to drive value at the Issuer.

Item 5(e) is hereby amended and restated to read as follows:

(e)       The Reporting Persons do not beneficially own over 5% of the Class A Common Stock and, as of November 7, 2023, are no longer members of a group for purposes of Schedule 13(d) that beneficially owns over 5% of the Class A Common Stock.

Item 6 is hereby amended to add the following:

On November 7, 2023, the Joint Filing and Solicitation Agreement was terminated, effective immediately, pursuant to the terms of the JFSA Termination Agreement.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.