Claritev Corp 8-K, filed Mar 29, 2024
Claritev Corp (CTEV)
8-K
2024-03-29
For: 2024-03-28
View Original
Added on
April 07, 2026
About this 8-K
Claritev Corp filed this 8-K on March 29, 2024, reporting on events of March 28, 2024.
Items reported
- Item 3.01: Delisting notice or listing transfer
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On March 28, 2024, MultiPlan Corporation (the “Company”) received a written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that it was not in compliance with the continued listing standard set forth in Section 802.01C of the NYSE’s Listed Company Manual (“Section 802.01C”), as the average closing price of the Company’s Class A common stock (the “Common Stock”) was less than $1.00 per share over a consecutive 30 trading-day period ending March 27, 2024. The Notice has no immediate impact on the listing of the Company’s Common Stock on the NYSE, subject to the Company’s compliance with the NYSE’s other continued listing requirements.
Pursuant to Section 802.01C, the Company has a period of six months following the receipt of the Notice to regain compliance with the minimum share price requirement. The Company may regain compliance at any time during the six-month cure period if, on the last trading day of any calendar month during the six-month cure period, the Common Stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. If the Company is unable to regain compliance with the $1.00 share price rule within this period, the NYSE will initiate procedures to suspend and delist the Common Stock. The NYSE can take accelerated delisting action in the event that it determines that the Common Stock trades at levels that it views to be abnormally low.
The Company intends to respond to the NYSE within ten business days of receipt of the Notice with respect to its intent to cure the deficiency. The Company also intends to consider available alternatives, including, but not limited to, a reverse stock split, subject to stockholder approval no later than September 28, 2024, if necessary, to regain compliance.
Item 7.01 Regulation FD Disclosure.
As required by Section 802.01C, the Company issued a press release on March 29, 2024, announcing that it had received the notice from the NYSE described in Item 3.01 and that the Company intends to regain compliance. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information, including the press release, furnished under this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any other filing by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.
| Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits.
The following exhibits are included in this Form 8-K:
| Exhibit No. | Description of Exhibit | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 29, 2024
MultiPlan Corporation
By: /s/ James M. Head
Name: James M. Head
Title: Executive Vice President and Chief Financial
Officer
EXHIBIT 99.1
MultiPlan Corporation Receives Continued Listing Standard Notice from NYSE
•Company has six months to regain compliance with the minimum price criteria for continued listing on the NYSE
•Company remains focused on executing its Growth Plan and on delivering results and shareholder value
NEW YORK – March 29, 2024 – MultiPlan Corporation (NYSE: MPLN) (“MultiPlan” or the “Company”) announced today that it received notice (the “Notice”) on March 28, 2024 from the New York Stock Exchange (the “NYSE”) that, as of March 27, 2024, it was not in compliance with the continued listing standard set forth in Section 802.01C of the NYSE’s Listed Company Manual (“Section 802.01C”) because the average closing price of the Company’s Class A Common Stock (the “Common Stock”) was less than $1.00 per share over a consecutive 30 trading-day period.
Pursuant to Section 802.01C, the Company has a period of six months following the receipt of the Notice to regain compliance with the minimum price criteria. In accordance with Section 802.01C, the Company plans to notify the NYSE within 10 business days of its receipt of the Notice of its intent to cure the deficiency, which may include, if necessary, effecting a reverse stock split, subject to approval by the Board of Directors and stockholders of the Company.
The Company may regain compliance with the minimum price criteria at any time during the six-month cure period if, on the last trading day of any calendar month during the cure period, the Company has (i) a closing share price of at least $1.00, and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month.
The Notice has no immediate impact on the listing of the Common Stock, which will continue to be listed and traded on the NYSE during this period, subject to the Company’s compliance with the other continued listing requirements of the NYSE.
The Notice does not affect the Company’s business operations or its reporting obligations with the Securities and Exchange Commission, nor does it conflict with or prompt default under any of the Company’s material debt or other agreements. The Company fully intends to regain compliance and will take necessary action to ensure that the Common Stock continues to be listed on the NYSE. The Company remains focused on executing its Growth Plan and on delivering results and shareholder value.
About MultiPlan
MultiPlan is committed to delivering affordability, efficiency, and fairness to the US healthcare system by helping healthcare payors manage the cost of care, improve their competitiveness, and inspire positive change. Leveraging sophisticated technology, data analytics, and a team rich
with industry experience, MultiPlan interprets customers’ needs and customizes innovative solutions that combine its payment and revenue integrity, network-based, analytics-based, and data and decision science services. MultiPlan is a trusted partner to over 700 healthcare payors, brokers, employers and groups, and supplemental carriers in the commercial health, government, and property and casualty markets. For more information, visit multiplan.com.
Forward Looking Statements
This press release contains forward-looking statements. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “forecasts,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. The forward-looking statements are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 and speak only as of the date they are made. Any forward-looking statements that we make herein are not guarantees of future performance and actual results may differ materially from those in such forward- looking statements as a result of various factors. Factors that may impact such forward-looking statements also include the factors discussed under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023; and other factors beyond our control. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Company’s periodic and other filings are accessible on the SEC’s website at www.sec.gov. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Contacts
Investor Relations
Luke Montgomery, CFA
SVP, Finance & Investor Relations MultiPlan
866-909-7427
investor@multiplan.com
Shawna Gasik
AVP, Investor Relations MultiPlan
866-909-7427
investor@multiplan.com
Media Relations
Kahler Buckley
Matter Communications for MultiPlan
860-604-1073
MultiPlan@matternow.com