Amended Statement of Beneficial Ownership (sc 13d/a)
03 May 2023 - 7:01AM
Edgar (US Regulatory)
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).
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1 |
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NAME OF REPORTING PERSON |
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EGGE, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO, WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Florida |
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| NUMBER OF |
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7 |
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SOLE VOTING POWER |
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| SHARES |
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| BENEFICIALLY |
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1,533,085 |
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| OWNED BY |
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8 |
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SHARED VOTING POWER |
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| EACH |
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| REPORTING |
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0 |
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| PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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1,533,085 |
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10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,533,085 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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EG Advisors, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Florida |
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| NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
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| SHARES |
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| BENEFICIALLY |
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1,691,935 |
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| OWNED BY |
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8 |
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SHARED VOTING POWER |
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| EACH |
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| REPORTING |
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0 |
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| PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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1,691,935 |
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10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,691,935 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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Lewis Gold |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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| |
|
|
|
|
| |
|
|
|
OO |
|
| |
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| |
|
|
|
|
| |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States |
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| NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
| SHARES |
|
|
|
|
|
| BENEFICIALLY |
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|
|
1,706,760 |
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| OWNED BY |
|
8 |
|
SHARED VOTING POWER |
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| EACH |
|
|
|
|
|
| REPORTING |
|
|
|
|
0 |
|
| PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
| |
|
|
|
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1,706,760 |
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|
10 |
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SHARED DISPOSITIVE POWER |
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|
|
|
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|
0 |
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| |
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 |
☐ |
| |
|
|
|
|
| |
|
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| |
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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| |
|
|
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|
Less than 1% |
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| |
14 |
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TYPE OF REPORTING PERSON |
|
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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 |
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| |
|
| |
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 |
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