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The demand requests information and documents regarding Medicaid billing, patient services and referrals in connection with the Company’s PACE program in Colorado.
−Removed: The Company continues to fully cooperate with the Attorney General.
−Removed: In February 2022, the Company received a civil investigative demand from the DOJ under the Federal False Claims Act on similar subject matter.
−Removed: The demand requests information and documents regarding audits, billing, orders tracking, and quality and timeliness of patient services in connection with the Company’s PACE programs in the states of California, Colorado, New Mexico, Pennsylvania, and Virginia.
−Removed: In December 2022, the Company received a supplemental civil investigative demand requesting supplemental information on the same matters.
−Removed: The Company continues to fully cooperate with the DOJ.
−Removed: We are currently unable to predict the outcome of these investigations.
+Added: We continue to fully cooperate with the Attorney General.
+Added: At this time, the Company is unable to estimate the possible losses or range of losses, if any, from this matter.
+Added: In February 2022, the Company received a civil investigative demand from the Department of Justice (“DOJ”) under the Federal False Claims Act on similar subject matter.
+Added: The demand requested information and documents regarding audits, billing, orders tracking, and quality and timeliness of patient services in connection with the Company’s PACE programs in the states where the Company operated as of 2022 (California, Colorado, New Mexico, Pennsylvania, and Virginia).
+Added: December 2022, the Company received a supplemental civil investigative demand requesting supplemental information on the same matters.
+Added: The Company and the DOJ have begun discussions to understand their respective positions on this matter.
+Added: At this time, the Company is unable to estimate the possible losses or range of losses, if any, from this matter.
+Added: In October 2024, the Company received a civil investigative demand from the DOJ under the Federal False Claims Act on a similar subject matter.
+Added: The demand requests information and documents regarding the Company's relationship as a PACE provider with residential care facilities in California, Colorado, Virginia and New Mexico, related housing costs, and enrollment practices.
+Added: The Company is fully cooperating with the DOJ and has produced the requested information and documentation.
+Added: At this time, the Company is unable to estimate the possible losses or range of losses, if any, from this matter.
Stockholder Lawsuits
−Removed: On October 14, 2021, and subsequently amended on June 21, 2022, the Company was named as a defendant in a putative class action complaint filed in the District Court for the District of Colorado on behalf of individuals who purchased or acquired shares of the Company’s common stock during a specified period (the “Securities Action”).
−Removed: Through the complaint, plaintiffs are asserting claims against the Company, certain of the Company’s officers and directors, Apax Partners, L.P., Welsh, Carson, Anderson & Stowe, and the underwriters in the Company’s IPO, alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 for making allegedly inaccurate and misleading statements and omissions in connection with the Company’s IPO and subsequent earnings calls and public filings, and seeking compensatory damages, among other things.
−Removed: On September 13, 2022, the Company and the officer and director defendants and Apax Partners, L.P.
−Removed: and Welsh, Carson, Anderson & Stowe filed a motion to dismiss the amended complaint for failure to state a claim upon which relief can be granted.
−Removed: On December 22, 2023, the District Court granted in part and denied in part the motion to dismiss.
−Removed: The action is now in discovery.
−Removed: On April 20, 2022, the Board of Directors of the Company received a books and records demand pursuant to Section 220 of the Delaware General Corporation Law, from a purported stockholder of the Company, Brian Hall, in connection with the stockholder’s investigation of, among other matters, potential breaches of fiduciary duty, mismanagement, self-dealing, corporate waste or other violations of law by the Company’s Board with respect to these matters.
+Added: On October 14, 2021, the Company was named as a defendant in a putative class action complaint filed in the District Court for the District of Colorado on behalf of individuals who purchased or acquired shares of the Company’s common stock during a specified period (the “Securities Action”).
+Added: Through the complaint, plaintiffs asserted claims against the Company, certain of the Company’s officers and directors, Apax Partners, L.P., Welsh, Carson, Anderson & Stowe and the underwriters in the Company’s IPO, alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 for making allegedly inaccurate and misleading statements and omissions in connection with the Company’s IPO and subsequent earnings calls and public filings, and seeking compensatory damages, among other things.
+Added: In June 2025, the Company and the other defendants entered into an agreement with the plaintiffs to settle all claims in exchange for a payment by the Company of $27.0 million.
+Added: The settlement agreement received preliminary approval from the District Court on June 17, 2025, and a final approval hearing has been set for November 26, 2025.
+Added: After adjusting for the settlement amounts to be paid directly by the Company's insurers, the Company accrued expenses of $10.1 million representing its share of the settlement amount during fiscal year 2025.
+Added: Until the District Court grants final approval of the settlement, there can be no assurances that the settlement will be completed on the terms disclosed herein or at all.
+Added: On April 20, 2022, the Board received a books and records demand pursuant to Section 220 of the Delaware General Corporation Law, from a purported stockholder of the Company, Brian Hall.
On May 15, 2023, Mr.
Hall filed a lawsuit in the Delaware Court of Chancery asserting derivative claims for breach of fiduciary duty against certain of the Company’s current and former officers and directors generally relating to alleged failures by the defendants to take remedial actions to address the matters that resulted in sanctions by CMS at certain of the Company’s centers, and alleged misstatements in the Company’s public filings relating to those matters.
−Removed: On June 28, 2023, upon stipulation of the parties, the court entered an order staying the litigation pending the resolution of the motion to dismiss in the Securities Action or upon fifteen days’ notice by any party to the litigation.
−Removed: We are currently unable to predict the outcome of these matters.
+Added: On January 22, 2024, upon stipulation of the parties, the court entered an order further staying the litigation pending the close of fact discovery in the Securities Action or upon order of the Court granting a motion to lift the stay.
+Added: On July 11, 2025, the parties informed the Court of the settlement agreement in the Securities Action and requested until September 10, 2025, to provide a further update.
+Added: The parties are discussing a potential resolution of this matter, including a potential settlement.
+Added: The Court has not established any further deadlines.
+Added: At this time, the Company is unable to estimate the possible losses or range of losses, if any, from this matter.
Other Matters
−Removed: In the third fiscal quarter of 2023, the Company agreed to settle a wage and hour class action lawsuit in the State of California for a cash payment of $1.2 million.
−Removed: Subsequently, the Company was notified of certain additional individual claims and agreed to include such claims within the class.
−Removed: In October 2023, the Company agreed to increase the settlement amount to a total of $1.3 million, reflecting the additional individual claims.
−Removed: The Court entered the final approval of the settlement on April 2, 2024 and the payout occurred on June 7, 2024.
−Removed: The matter will remain open for 180 days to allow the class members to settle their checks, after which time the case is expected to officially close.
+Added: On June 16, 2025, Grane Supply, Inc, d/b/a Grane Rx (“Grane Rx”), the Company’s former pharmacy services vendor, filed an amended demand for arbitration before the American Arbitration Association asserting claims for breach of contract and breach of confidentiality in connection with the Company’s non-renewal and termination of its services agreements with Grane Rx resulting from a discrete Company operational initiative.
+Added: Grane Rx’s demand seeks various forms of relief, including compensatory damages and injunctive relief.
+Added: An arbitrator has been appointed and the parties are currently engaged in discovery.
+Added: Initial mediation took place in May 2025.
+Added: A final merits hearing in front of the arbitrator is expected to occur in early 2026.
+Added: At this time, the Company is unable to estimate the possible losses or range of losses, if any, from this matter.
Because the results of legal proceedings and claims are inherently unpredictable and uncertain, we are currently unable to predict whether the legal proceedings we are involved in will, either individually or in the aggregate, have a material adverse effect on our business, financial condition, or cash flows.
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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.