14 unchanged sentences
Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: No change occurred during the fourth
−Removed: quarter of 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: No change occurred during the fourth quarter of 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management's report on internal control over financial reporting is set forth below and should be read with these limitations in mind.
11 unchanged sentences
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive loss, changes in convertible preferred stock and stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and the financial statement schedules listed in the Index at Item 15(a) and our report dated March 1, 2023 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, changes in convertible preferred stock and stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and the financial statement schedules listed in the Index at Item 15 and our report dated March 14, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
18 unchanged sentences
Other Information.
+Added: During the year ended December 31, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408(a) of Regulation S-K of the Securities Act).
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
21 unchanged sentences
8-K 001-39252 2.1 10/6/2020
−Removed: 2.1(a) Amendment to the Agreement and Plan of Merger, dated a s of December 8, 2020
+Added: 2.1(a) Amendment to the Agreement and Plan of Merger, dated as of December 8, 2020
8-K 001-39252 2.1 12/10/2020
21 unchanged sentences
8-K 001-39252 10.7 1/12/2021
−Removed: 10.7* Employment Agreement dated as of December 31, 2020, by and between the Registrant and Vivek Garipalli
−Removed: 8-K 001-39252 10.9 1/12/2021
−Removed: 10.8 Agreement for the Provision of Interim Management Services between the Registrant and AP Services, LLC
−Removed: 8-K 001-39252 10.2 11/09/2021
10.7* Employment Agreement, effective as of December 31, 2021, between the Registrant and Jamie L.
10-K 001-39252 10.12 02/28/2022
−Removed: 10.10* Employment Agreement, effective as of July 6, 2021, between the Registrant and Prabhdeep Singh
−Removed: 10-K 001-39252 10.13 02/28/2022
Employment Agreement, effective as of March 14, 2022, between the Registrant and Joseph Martin
5 unchanged sentences
10.11* Employment Agreement, dated as of July 18, 2022, between the Registrant and Brady Priest
+Added: 001-39252 10.14 03/01/2023
10.12* Employment Agreement, dated as of August 8, 2022, between the Registrant and Andrew Toy
2 unchanged sentences
10-Q 001-39252 10.2 11/07/2022
−Removed: 10.17* Separation and Consulting Agreement, dated as of February 23, 2023, between the Registrant and Prabheep Singh
+Added: 10.14* Board Observer Agreement, dated as of March 16, 2023, between the Registrant and Zach Weinberg.
+Added: 10.1 03/17/2023
+Added: 10.15* Employment Agreement, dated as of February 24, 2022, between the Registrant and Conrad Wai
+Added: 10.2 05/09/2023
+Added: 10.16* Employment Agreement, dated as of March 8, 2024, between the Registrant and Karen Soares.
+Added: 10.17* Agreement for the Provision of Interim Management Service, dated as of December 22, 2023 between the Registrant and AP Services, LLC.
21.1 List of Subsidiaries
6 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: Clover Health Investments, Corp.
+Added: Clawback Policy
101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
12 unchanged sentences
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: Clover Health Investment, Corp.
+Added: Clover Health Investments, Corp.
March 14, 2024 By:
5 unchanged sentences
March 14, 2024
−Removed: Leffler Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Date:
+Added: /s/ Terrence Ronan
+Added: Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Date:
March 14, 2024
+Added: Terrence Ronan
/s/ Vivek Garipalli Director and Executive Chair Date:
21 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.