Securities Registration: Employee Benefit Plan (s-8)

As filed with the Securities and Exchange Commission on March 9, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Clover Health Investments, Corp.

(Exact name of registrant as specified in its charter)

Delaware						98-1515192
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

3401 Mallory Lane, Suite 210

Franklin, Tennessee 37067

(Address of Principal Executive Offices) (Zip Code)

Clover Health Investments, Corp. 2020 Equity Incentive Plan

Clover Health Investments, Corp. 2020 Employee Stock Purchase Plan

(Full title of the plans)

Andrew Toy

Chief Executive Officer

Clover Health Investments, Corp.

3401 Mallory Lane, Suite 210

Franklin, Tennessee 37067

[phone]

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Amy L. Blackman, Esq.

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004-1980

[phone]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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 7(a)(2)(B) of the Securities Act. ☐

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EXPLANATORY NOTE

This Registration Statement on Form S-8 (the “Registration Statement”) is being filed by Clover Health Investments, Corp. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) to register 26,637,437 additional shares of Class A common stock under the Registrant’s 2020 Equity Incentive Plan, and 3,839,987 additional shares of Class A common stock under the Registrant’s 2020 Employee Stock Purchase Plan, pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved for issuance under such plans.

Pursuant to General Instruction E of Form S-8, this Registration Statement incorporates by reference the contents of the Registrant’s Registration Statement on Form S-8 filed with the Commission on April 1, 2021 (Registration No. 333-254947) and the contents of the Registrant’s Registration Statement on Form S - 8 filed with the Commission on March 9, 2022 (Registration No. 333-263401), including all attachments and exhibits thereto, except to the extent, supplemented, amended or superseded by the information set forth herein.

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Item 8. Exhibits.

The following exhibits are filed herewith:

Incorporated by Reference

Exhibit Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

5.1*

Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.

X

23.1*

Consent of Ernst & Young LLP, independent registered public accounting firm of Clover Health Investments, Corp.

X

23.2*

Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1 to this Registration Statement)

X

24.1*

Power of Attorney (included on the signature page of this Registration Statement)

X

99.1

Clover Health Investments, Corp. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of the Registrant's Form 8-K filed (File No. 001-39252) with the Commission on January 12, 2021)

8-K

001-39252

10.4

1/12/21

99.2

Clover Health Investments, Corp. 2020 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 of the Registrant's Form 8-K filed (File No. 001-39252) with the Commission on January 12, 2021)

8-K

001-39252

10.5

1/12/21

107*

Calculation of Filing Fee Table

X

*    Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Franklin, State of Tennessee, on March 9, 2023.

			Clover Health Investments, Corp.
			By:						/s/ Andrew Toy
			Name:						Andrew Toy
			Title:						Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Clover Health Investments, Corp., hereby severally constitute and appoint Andrew Toy, Scott Leffler, and Joseph Martin, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Clover Health Investments, Corp. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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SIGNATURE

TITLE

DATE

/s/ Andrew Toy

Chief Executive Officer

March 9, 2023

Andrew Toy

(Principal Executive Officer) and director

/s/ Scott J. Leffler

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

March 9, 2023

Scott J. Leffler

/s/ Vivek Garipalli

Director and Executive Chair

March 9, 2023

Vivek Garipalli

/s/ Chelsea Clinton

Director

March 9, 2023

Chelsea Clinton

/s/ Carladenise Armbrister Edwards

Director

March 9, 2023

Carladenise Armbrister Edwards

/s/ Demitrios L. Kouzoukas

Director

March 9, 2023

Demitrios L. Kouzoukas

/s/Anna U. Loengard

Director

March 9, 2023

Anna U. Loengard

/s/ William G. Robinson, Jr.

Director

March 9, 2023

William G. Robinson, Jr.

/s/ Lee A. Shapiro

Director

March 9, 2023

Lee A. Shapiro