Sec Form 13D Filing - Gold Lewis filing for Cano Health Inc. (CANOQ) - 2023-05-02

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. 4)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)

 

April 28, 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

NAME OF REPORTING PERSON

EGGE, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO, WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Florida

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

1,533,085

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

0

PERSON WITH

9

SOLE DISPOSITIVE POWER

1,533,085

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,533,085

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

OO

  

1

NAME OF REPORTING PERSON

EG Advisors, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Florida

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

1,691,935

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

0

PERSON WITH

9

SOLE DISPOSITIVE POWER

1,691,935

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,691,935

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

OO

  

 

1

NAME OF REPORTING PERSON

Lewis Gold

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

1,706,760

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

0

PERSON WITH

9

SOLE DISPOSITIVE POWER

1,706,760

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,706,760

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

IN

  

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On April 28, 2023, Dr. Gold, Mr. Elliot Cooperstone and Mr. Barry Sternlicht (collectively, the “Former Directors”), who represent approximately 36% of the voting power of the Company, commenced a litigation in the Court of Chancery of the State of Delaware (the “Court”) against the current members of the Board and the Issuer (as nominal defendant) seeking, among other things, an order of the Court compelling the Issuer to reopen the window (the “Window”) under the Issuer’s Bylaws for stockholders to propose the removal of one or more directors pursuant to 8 Del. C. § 141(k) and to nominate director candidates and bring forth other proposals at the 2023 annual meeting of stockholders. The Former Directors commenced this litigation after receiving no response from the Board and the Issuer regarding their written request to reopen the Window in light of the significant and material issues that transpired after the Window closed, including previously undisclosed self-dealing and related party transactions, an internal investigation regarding management conduct, a myriad of other corporate governance failures, and the resignations of the Former Directors to, among other things, object and protest the foregoing.

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.

Dated: May 2, 2023
	EGGE, LLC
	By:	/s/ Lewis Gold
		Name:	Lewis Gold
		Title:	Co-Managing Member

 

 

	EG Advisors, LLC
	By:	/s/ Lewis Gold
		Name:	Lewis Gold
		Title:	Co-Managing Member

 

 

	/s/ Lewis Gold
	Lewis Gold