SC 13D/A 1 sc13da313778002_04262023.htm AMENDMENT NO. 3 TO THE SCHEDULE 13D

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. 3)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 26, 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).

CUSIP No. 13781Y103

NAME OF REPORTING PERSON

EGGE, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

OO, WC

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

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Florida

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

1,533,085

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

PERSON WITH

SOLE DISPOSITIVE POWER

1,533,085

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,533,085

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

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

CUSIP No. 13781Y103

NAME OF REPORTING PERSON

EG Advisors, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

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

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Florida

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

1,691,935

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

PERSON WITH

SOLE DISPOSITIVE POWER

1,691,935

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,691,935

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

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

CUSIP No. 13781Y103

NAME OF REPORTING PERSON

Lewis Gold

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

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

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

1,706,760

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

PERSON WITH

SOLE DISPOSITIVE POWER

1,706,760

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,706,760

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

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

CUSIP No. 13781Y103

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 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 26, 2023, Dr. Gold, Mr. Elliot Cooperstone and Mr. Barry Sternlicht issued a press release and open letter to the Issuer’s stockholders (the “April 26 Letter”), expressing their serious concerns with the appointment of Mr. Solomon Trujillo as the Chairman of the Board and reiterating their belief that the Issuer should immediately re-open the nomination and proposal widow under the Bylaws and remove Dr. Hernandez as Chief Executive Officer. The foregoing description of the April 26 Letter does not purport to be complete and is qualified in its entirety by reference to the April 26 Letter, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1

Press Release and Letter, dated April 26, 2023.

CUSIP No. 13781Y103

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: April 26, 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

SEC Form SC 13D/A filed by Cano Health Inc. (Amendment)