The law firm of Kessler Topaz Meltzer & Check, LLP reminds that an investor securities fraud class action lawsuit has been filed against Clover Health Investments, Corp. on behalf of those who purchased or acquired Clover publicly traded securities between October 6, 2020 and February 4, 2021, inclusive (the “Class Period”), and/or purchased or acquired Clover securities pursuant or traceable to Clover’s registration statement and prospectus issued in connection with the December 2020 Merger.
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 (CLOV) 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.
Clover investors may, no later than April 6, 2021, seek to be appointed as a lead plaintiff representative of the class through Kessler Topaz Meltzer & Check, LLP, or other counsel, or may choose to do nothing and remain an absent class member. A lead plaintiff is a representative party who acts on behalf of all class members in directing the litigation. In order to be appointed as a 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 affected by the decision of whether or not to serve as a lead plaintiff.
Kessler Topaz Meltzer & Check, LLP prosecutes class actions in state and federal courts throughout the country involving securities fraud, breaches of fiduciary duties and other violations of state and federal law. Kessler Topaz Meltzer & Check, LLP is a driving force behind corporate governance reform, and has recovered billions of dollars on behalf of institutional and individual investors from the United States and around the world. The firm represents investors, consumers and whistleblowers (private citizens who report fraudulent practices against the government and share in the recovery of government dollars). The complaint in this action was not filed by Kessler Topaz Meltzer & Check, LLP. For more information about Kessler Topaz Meltzer & Check, LLP please visit www.ktmc.com.
Kessler Topaz Meltzer & Check, LLP
James Maro, Jr., Esq.
Adrienne Bell, Esq.
280 King of Prussia Road
Radnor, PA 19087
(844) 887-9500 (toll free)