Clover investors may receive additional information about the case by clicking the link "Submit Your Information" above.
According to the complaint, Clover provides health insurance services. Clover was taken public through a reverse merger with IPOC, a Special Purpose Acquisition Company (the “Business Combination”). Prior to the Business Combination, IPOC traded on the New York Stock Exchange. The Class Period commences on October 6, 2020, when Clover issued a press release announcing its intention to become a public company through a merger with IPOC. On October 20, 2020, Clover filed its registration statement and preliminary proxy statement/prospectus on a Form S-4 with the SEC (the “Registration Statement”). The Registration Statement was amended on December 9, 2020 and December 10, 2020, and was declared effective on December 11, 2020. The Registration Statement touted Clover’s growth as strong and organic.
On February 4, 2021, before market hours, Hindenburg Research published a research report that revealed that Clover’s flagship platform, Clover Assistant, was the subject of a U.S. Department of Justice (“DOJ”) investigation for a variety of issues, including illegal kickbacks, marketing practices, and undisclosed related-party transactions. Hindenburg discovered that Clover’s sales growth was not driven by technology, but by deceptive sales practices. Following this news, Clover common stock (CLOV) fell $1.72 per share, or 12.3%, to close at $12.23 per share on February 4, 2021, and Clover warrants (CLOVW) fell $0.18 per warrant, or 5%, to close at $3.39 per warrant on February 4, 2021.
On February 5, 2021, before the market opened, Clover filed a Form 8-K disclosing that the SEC was conducting an “investigation and requesting document and data preservation for the period from January 1, 2020, to the present, relating to certain matters that are referenced in the [Hindenburg Research report].” Following this news, Clover common stock fell $0.53 per share, or 4.3% during intraday trading on February 5, 2021, and Clover warrants (CLOVW) fell $0.28 per warrant, or 8.2% during intraday trading on February 5, 2021.
The complaint alleges that throughout the Class Period, the defendants made false and/or misleading statements and/or failed to disclose that: (1) Clover was under active investigation by the DOJ for at least 12 issues ranging from illegal kickbacks, to marketing practices, to undisclosed related-party deals; (2) the DOJ’s investigation presented an existential risk to Clover, since it derives most of its revenues from Medicare; (3) Clover’s sales were driven by a major undisclosed related-party deal and misleading marketing targeting the elderly, not its purported “best-in-class” technology; (4) a significant portion of Clover sales were from an undisclosed relationship between Clover and a brokerage firm controlled by Clover’s Head of Sales; and (5) as a result, the defendants’ statements about its business, operations, and prospects, were materially false and misleading and/or lacked a reasonable basis.
If you are a member of the class described above, you may no later than April 6, 2021 move the Court to serve as lead plaintiff of the class, if you so choose.
A lead plaintiff is a representative party that acts on behalf of other class members in directing the litigation. In order to be appointed lead plaintiff, the Court must determine that the class member’s claim is typical of the claims of other class members, and that the class member will adequately represent the class. Your ability to share in any recovery is not, however, affected by the decision whether or not to serve as a lead plaintiff. Filling out the online form above or communicating with any counsel is not necessary to participate or share in any recovery achieved in this case. Any member of the purported class may move the court to serve as a lead plaintiff through counsel of his/her choice, or may choose to do nothing and remain an inactive class member.
Kessler Topaz Meltzer & Check, LLP has not filed a complaint in this matter. If you wish to discuss this action or have any questions concerning this notice or your rights or interests with respect to these matters, please contact Kessler Topaz Meltzer & Check, LLP: James Maro, Esq. (484) 270-1453 or Adrienne Bell, Esq. (484) 270-1435; toll-free at (844) 887-9500; or via e-mail at info@ktmc.com. If you would like additional information about the suit, please click on the link "Submit Your Information" above and fill out the form as promptly as possible.