SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

Cano Health, Inc.

(Name of Issuer)

Class A common stock, $0.0001 par value per share

(Title of Class of Securities)

13781Y103

(CUSIP Number)

Michael Racich

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

(203) 422-7718

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 18, 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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent.

*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 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		2 of 5 Pages
	SCHEDULE 13D

This Amendment No. 9 to Schedule 13D (this “Amendment No. 9”) is being filed with respect to the shares of Class A Common Stock, $0.0001 par value per share (the “Common Stock”) of Cano Health, Inc., a Delaware corporation (the “Issuer”), to amend the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 14, 2021 (as amended by Amendment No. 1 thereto filed on July 27, 2021, Amendment No. 2 thereto filed on March 31, 2023, Amendment No. 3 thereto filed on April 3, 2023, Amendment No. 4 thereto filed on April 10, 2023, Amendment No. 5 thereto filed on April 18, 2023, Amendment No. 6 thereto filed on April 27, 2023, Amendment No. 7 thereto filed on May 3, 2023, Amendment No. 8 thereto filed on May 15, 2023 and this Amendment No. 9, the “Schedule 13D” or this “Statement”).  Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.

This Amendment No. 9 is being filed to amend Item 4, Item 6 and Item 7 of the Schedule 13D as follows:

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by adding the following thereto:

On May 18, 2023, the Former Directors Group delivered a letter to the Issuer (the “Nomination and Proposal Notice”) nominating two highly-qualified director candidates, Joseph Berardo, Jr. and Guy P. Sansone (together, the “Nominees”), for election to the Issuer’s Board of Directors (the “Board”) at the Issuer’s 2023 annual meeting of stockholders (the “Annual Meeting”). The Former Directors Group believes that the Nominees have the qualifications, experience and skill sets necessary to serve as directors of the Issuer, as evidenced by their biographies below.

The Nomination and Proposal Notice also included notice of the Former Directors Group’s intention to submit a stockholder proposal at the Annual Meeting seeking to remove Dr. Marlow Hernandez from the Board for cause (the “Removal Proposal”). Since the Board is classified, under Delaware law and the Issuer’s Certificate of Incorporation, stockholders can only remove a director for cause and only by the affirmative vote of the holders of at least 66 2/3% of the outstanding shares of Common Stock entitled to vote at an election of directors.  The Former Directors Group believes cause exists to remove Dr. Hernandez from the Board because it believes, among other things, that Dr. Hernandez is a compromised Chief Executive Officer who has abused his role to secure millions of dollars in loans from individuals who sold companies to the Issuer and has continually failed to disclose related-party transactions to the Issuer’s stockholders in breach of his fiduciary duties.

Stockholders’ ability to vote on the election of the Former Directors Group’s Nominees and the Removal Proposal at the Annual Meeting is dependent on the success of the Former Directors Group’s previously disclosed litigation. This litigation, among other things, seeks to compel the Issuer to re-open the window for nominating director candidates and making proposals under the Issuer’s Bylaws at the Annual Meeting. A ruling by the Court is expected in early June. As also previously disclosed, while the litigation is pending, the Former Directors Group has filed a preliminary proxy statement and GREEN proxy card with the Securities and Exchange Commission to be used to solicit stockholders to WITHHOLD support for the incumbent directors standing for re-election at the Annual Meeting and to enable stockholders to have their voices heard regardless of the outcome of the Former Directors Group’s litigation.

Also on May 18, 2023, the Former Directors Group issued a press release (the “Press Release”) announcing that it had nominated the Nominees for election to the Board and provided notice of its intention to present the Removal Proposal at the Annual Meeting. In the Press Release, the Former Directors Group reiterated their significant concerns and detailed their case for urgent change at the Issuer. A copy of the Press Release is attached hereto as Exhibit M and is incorporated herein by reference.

CUSIP No. 13781Y103		3 of 5 Pages
	SCHEDULE 13D

The Nominees are:

Joseph Berardo, Jr. currently serves as the Chief Executive Officer and Chairman of the board of directors of Carisk Partners, Inc., a specialty risk transfer and care-coordination company that services Medicare Advantage, Managed Medicaid and Commercial group health, behavioral health, worker’s compensation and auto insurer markets. Previously, Mr. Berardo served as Chief Executive Officer of Brighton Health Plan Services, LLC, a healthcare enablement company. Prior to this, he served for 18 years in various roles of increasing seniority at MagnaCare Holdings, Inc., a provider of health plan services, including as Chief Executive Officer. He was previously Senior Vice President of Empire Blue Cross Blue Shield and President for Empire HealthChoice HMO, Inc., a health maintenance organization. Earlier in his career, Mr. Berardo held leadership positions at the Mount Sinai Health System. Inc., MultiPlan Corporation (NYSE: MLPN), and U.S. Healthcare, Inc., one of America’s largest HMOs. Mr. Berardo currently serves as a member of the board of directors of several private companies, including BeneLynk, a national provider of social determinant of health solutions for managed care companies, Radius Care, Inc., a healthcare software company, and Avertix Medical, Inc. (f/k/a/ Angel Medical Systems, Inc.) a medical device company. Mr. Berardo previously served as a member of the board of directors of MagnaCare from 2007 to January 2022 and Privia Health, LLC (now a subsidiary of Privia Health Group (NASDAQ: PRVA)). He also serves as an advisory board member for Grant Avenue Capital, LLC, a private equity firm focused on the healthcare sector. Mr. Berardo holds a B.A. in Economics from Rutgers University.

Guy P. Sansone is the Co-Founder and serves as Chief Executive Officer of H2 Health, a leading regional provider of physical rehabilitation services and clinician staffing solutions. Prior to that, he served as Managing Director of Alvarez & Marsal and spent many years chairing the healthcare practice, Chief Executive Officer of the Visiting Nurse Service of New York,  Senior Advisor to the Board of Directors of Health Management Associates, Inc. (formerly NYSE: HMA),  Interim President of LifeCell Corporation (formerly NASDAQ: LIFC), Chief Restructuring Officer of Erickson Retirement Communities LLC (n/k/a Erickson Living), Chief Change and Turnaround Officer of the Saint Barnabas Health Care System, Senior Consultant at Sunrise Senior Living, Chief Executive Officer and Chief Restructuring Officer of Saint Vincent Catholic Medical Centers in New York, Acting Chief Financial Officer of HealthSouth Corporation (n/k/a Encompass Health Corporation (NYSE: EHC)), and interim President and co-Chief Executive Officer of Rotech Healthcare, Inc. (formerly NASDAQ: ROHI) (“Rotech”). Mr. Sansone currently serves as the Chairman of the boards of directors of each of H2 Health and Brookdale Senior Living, Inc. (NYSE: BKD), and on the board of directors of RHA Health Services, LLC, one of the largest providers of care and home services to individuals with developmental disabilities,  Pediatrix Medical Group, Inc. (f/k/a Mednax, Inc.) (NYSE: MD),  Longevity Health Plans, Qhr Health,  Carisk Partners, Inc., and on the board of advisors of Pager, Inc., a mobile healthcare technology company. Mr. Sansone previously served on the board of directors of each of Magellan Health, Inc. (formerly NASDAQ: MGLN), HealthPRO Heritage, LLC, Civitas Solutions, Inc. (formerly NYSE:CIVI), and Rotech,. Mr. Sansone earned a B.S. from the State University of New York at Albany.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended by adding the following thereto:

On May 18, 2023, the Former Directors Group and the Nominees entered into a Joint Filing and Solicitation Agreement (the “Joint Filing and Solicitation Agreement”) in which, among other things, they agreed (a) to the separate or joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer, (b) to form a group (the “Group”) to solicit proxies or written consents for the election of the Nominees, or any other person(s) nominated by the Group, to the Board and/or the approval of stockholder proposal(s) at the Annual Meeting, (c) to work together to enhance shareholder value, and (d) that each of ITC Rumba and Mr. Cooperstone, on the one hand, and Mr. Sternlicht and Jaws Equity Owner, on the other hand, shall severally and not jointly pay all pre-approved expenses incurred in connection with the Group’s activities, on a pro-rata basis, with ITC Rumba and Mr. Cooperstone paying 90% of such expenses and Mr. Sternlicht and Jaws Equity Owner paying 10% of such expenses, subject to certain exceptions. The Joint Filing and Solicitation Agreement superseded and replaced the previously disclosed Group Agreement entered into by certain members of the Group on April 2, 2023 and, accordingly, the Group Agreement is no longer in effect. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit N and is incorporated herein by reference.

CUSIP No. 13781Y103		4 of 5 Pages
	SCHEDULE 13D

Item 7. Material to Be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended by adding the following exhibits thereto:

M – Press Release, dated May 18, 2023.

N – Joint Filing and Solicitation Agreement, dated May 18, 2023.

[Signature page follows.]

CUSIP No. 13781Y103		5 of 5 Pages
	SCHEDULE 13D

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  May 19, 2023
Barry Stuart Sternlicht
By:	/s/ Michael Racich, Attorney-in-Fact for Barry Stuart Sternlicht
	Barry S. Sternlicht

INDEX TO EXHIBITS

A	–	Joint Filing Agreement, dated June 14, 2021.*
B	–	Private Placement Warrants Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Issuer’s current report on Form 8-K, filed with the SEC on May 18, 2020).*
C	–	Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Issuer’s current report on Form 8-K, filed with the SEC on November 11, 2020).*
D	–	Form of Investor Rights Agreement (incorporated by reference to Exhibit 10.2 of the Issuer’s current report on Form S-4/A, filed with the SEC on April 28, 2021).*
E	–	Business Combination Agreement (incorporated by reference to Exhibit 2.1 of the Issuer’s current report on Form 8-K, filed with the SEC on November 11, 2020).*
F	–	Sponsor Letter Agreement (incorporated by reference to Exhibit 10.2 of the Issuer’s current report on Form 8-K, filed with the SEC on November 11, 2020).*
G	–	Resignation Letter, dated March 30, 2023, from the Reporting Person to the Board of Directors of Cano Health, Inc.*
H	–	Group Agreement, dated as of April 2, 2023, among the Reporting Person and other parties identified therein.*
I	–	Press Release, dated April 10, 2023.*
J	–	Press Release, dated April 17, 2023.*
K	–	Press Release, dated April 26, 2023.*
L	–	Press Release and Letter, dated May 11, 2023.*
M	–	Press Release, dated May 18, 2023.
N	–	Joint Filing and Solicitation Agreement, dated May 18, 2023.

* Previously filed.

EX-99.M

EXHIBIT M

Concerned Shareholders of Cano Health Nominate Highly Qualified, Independent Director Candidates and Propose Removal of Dr. Marlow Hernandez from Board for Cause

Group Details the Case for Urgent Change at Cano Following an Extended Period of Underperformance, Failed Capital Allocation, and Extremely Poor Governance and Strategic Execution

Urges Stockholders to WITHHOLD Support for Incumbent Directors as Parties Await a Resolution of Litigation to Compel Company to Reopen Window for Nominating Director Candidates and Making Proposals

May 18, 2023 09:28 AM Eastern Daylight Time

NEW YORK & MIAMI--(BUSINESS WIRE)--Elliot Cooperstone, Lewis Gold and Barry Sternlicht (collectively with certain of their affiliates, the “Group,” “us” or “we”), who recently resigned as members of the Board of Directors (the “Board”) of Cano Health, Inc. (“Cano” or the “Company”) (NYSE: CANO), today announced that they have submitted a notice to the Company to nominate two highly qualified, independent candidates – Joseph Berardo, Jr. and Guy P. Sansone – for election to the Board of Directors (the “Board”) at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Messrs. Berardo and Sansone possess significant healthcare services experience as well as backgrounds in corporate governance, capital allocation, transactions and strategic planning. The Group also submitted a proposal (the “Removal Proposal”) to give shareholders the opportunity to vote on the removal of Dr. Marlow Hernandez, the Company’s Chief Executive Officer, from the Board for cause at the upcoming Annual Meeting.

Stockholders’ ability to vote on the election of the Group’s director candidates and its Removal Proposal at the Annual Meeting is dependent on the success of the Group’s previously disclosed action in the Delaware Court of Chancery. The action seeks to compel Cano to reopen the window for nominating director candidates and making proposals under the Company’s Bylaws. A ruling is expected in early June.

The Group issued the following statement:

“The case for urgent change atop Cano is crystal clear based on the Company’s abysmal financial performance, failed capital allocation decisions, numerous strategic missteps, and persistent conflicts of interest and related-party transactions. Rather than engage with its largest stockholders to collaborate on the necessary level of change, the entrenched Board and misaligned management team have unfortunately resorted to stonewalling us and issuing misleading communications. We believe Cano’s current leadership has made it abundantly clear – through the Company’s legal actions, proxy filings and statements – that it has no interest in working with us to adopt a new strategy, effectuate governance improvements and replace Dr. Hernandez with a high-integrity, well-credentialed Chief Executive Officer. It should be particularly troubling to shareholders that Cano has taken the following actions subsequent to our resignations from the Board:

1. Appointed Solomon Trujillo as ‘Independent’ Chairman despite his concerning ties to Dr. Hernandez, insufficient healthcare services experience and apparent involvement in questionable related-party transactions.

2. Failed to proactively rid the Board of conflicted members and embrace policies that limit questionable dealings among insiders, including the type of seemingly reckless share pledging that Dr. Hernandez appears to have engaged in.

3. Failed to adapt to extraordinary circumstances and accommodate our reasonable request to reopen the window for stockholders to nominate director candidates and submit proposals.

4. Failed to enhance boardroom expertise in crucial areas, including capital allocation, executive compensation, strategic planning and the overall healthcare sector.

5. Filed a proxy statement that includes unjustifiable equity awards for insiders and a flawed reverse stock split proposal that could materially dilute stockholders.

6. Reported another quarter of disappointing results – including poor EBITDA – that reinforce Dr. Hernandez is pursuing a failed strategy (one which we expressed reservations about in our prior communications and which can only be turned around with new management).

7. Disclosed an alarmingly meager cash balance that reinforces the current Board’s poor supervision and Dr. Hernandez’s failures from a capital allocation perspective.

8. Repeatedly misrepresented our service as directors and conveniently omitted our prior efforts to raise concerns about governance, capital allocation and strategy.

In light of the Company’s massive financial losses and these most recent lapses, we believe adding two truly independent, experienced directors to the Board will be an important first step toward a much-needed turnaround. Make no mistake, far greater change is required – and we intend to continue pursuing that change as quickly as possible. We contend Cano ultimately needs a significantly reconstituted Board, an overhauled management team and fresh strategic thinking in order to deliver improved results for shareholders. We will not compromise in our pursuit of these necessary objectives, regardless of what the existing leadership says and does.”

Given the extraordinary failings of the Board and management, we have recruited two talented and experienced individuals with more healthcare business expertise than the current candidates up for re-election (and the balance of the Board in the aggregate). We believe their biographies speak for themselves:

Joseph Berardo, Jr. Biography

Mr. Berardo currently serves as the Chief Executive Officer and Chairman of the board of directors of Carisk Partners, Inc., a specialty risk transfer and care-coordination company that services Medicare Advantage, Managed Medicaid and Commercial group health, behavioral health, worker’s compensation and auto insurer markets. Previously, Mr. Berardo served as Chief Executive Officer of Brighton Health Plan Services, LLC, a healthcare enablement company. Prior to this, he served for 18 years in various roles of increasing seniority at MagnaCare Holdings, Inc., a provider of health plan services, including as Chief Executive Officer. He was previously Senior Vice President of Empire Blue Cross Blue Shield and President for Empire HealthChoice HMO, Inc., a health maintenance organization.

Earlier in his career, Mr. Berardo held leadership positions at the Mount Sinai Health System. Inc., MultiPlan Corporation (NYSE: MLPN), and U.S. Healthcare, Inc., one of America’s largest HMOs. Mr. Berardo currently serves as a member of the board of directors of several private companies, including BeneLynk, a national provider of social determinant of health solutions for managed care companies, Radius Care, Inc., a healthcare software company, and Avertix Medical, Inc. (f/k/a/ Angel Medical Systems, Inc.) a medical device company. Mr. Berardo previously served as a member of the board of directors of MagnaCare from 2007 to January 2022 and Privia Health, LLC (now a subsidiary of Privia Health Group (NASDAQ: PRVA)). He also serves as an advisory board member for Grant Avenue Capital, LLC, a private equity firm focused on the healthcare sector.

Mr. Berardo holds a B.A. in Economics from Rutgers University.

Guy P. Sansone Biography

Mr. Sansone is the Co-Founder and serves as Chief Executive Officer of H2 Health, a leading regional provider of physical rehabilitation services and clinician staffing solutions. Prior to that, he served as Managing Director of Alvarez & Marsal and spent many years chairing the healthcare practice, Chief Executive Officer of the Visiting Nurse Service of New York, Senior Advisor to the board of directors of Health Management Associates, Inc. (formerly NYSE: HMA), Interim President of LifeCell Corporation (formerly NASDAQ: LIFC), Chief Restructuring Officer of Erickson Retirement Communities LLC (n/k/a Erickson Living), Chief Change and Turnaround Officer of the Saint Barnabas Health Care System, Senior Consultant at Sunrise Senior Living, Chief Executive Officer and Chief Restructuring Officer of Saint Vincent Catholic Medical Centers in New York, Acting Chief Financial Officer of HealthSouth Corporation (n/k/a Encompass Health Corporation (NYSE: EHC)), and interim President and co-Chief Executive Officer of Rotech Healthcare, Inc. (formerly NASDAQ: ROHI) (“Rotech”).

Mr. Sansone currently serves as the Chairman of the boards of directors of each of H2 Health and Brookdale Senior Living, Inc. (NYSE: BKD), and on the board of directors of RHA Health Services, LLC, one of the largest providers of care and home services to individuals with developmental disabilities, Pediatrix Medical Group, Inc. (f/k/a Mednax, Inc.) (NYSE: MD), Longevity Health Plans, QHR Health, Carisk Partners, Inc., and on the board of advisors of Pager, Inc., a mobile healthcare technology company.

Mr. Sansone previously served on the board of directors of each of Magellan Health, Inc. (formerly NASDAQ: MGLN), HealthPRO Heritage, LLC, Civitas Solutions, Inc. (formerly NYSE: CIVI), and Rotech Healthcare Inc. Mr. Sansone earned a B.S. from the State University of New York at Albany.

***

The Group has filed a preliminary proxy statement to solicit stockholders to WITHHOLD support for incumbent directors standing for re-election at Cano’s Annual Meeting.

This enables stockholders to have their voices heard regardless of the outcome of the Group’s litigation.

***

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Elliot Cooperstone, Lewis Gold and Barry S. Sternlicht (together, the “Former Directors”), together with the other participants named herein (collectively, the “Former Directors Group”), have filed a preliminary proxy statement and accompanying GREEN proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes to WITHHOLD with respect to the election of certain directors, Dr. Alan Muney and Ms. Kim M. Rivera, of Cano Health, Inc., a Delaware corporation (the “Company”), at the Company’s 2023 annual meeting of stockholders.

THE FORMER DIRECTORS GROUP STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.

The participants in the proxy solicitation are anticipated to be ITC Rumba, LLC (“ITC Rumba”), EGGE, LLC (“EGGE”), EG Advisors, LLC (“EG Advisors”), Jaws Equity Owner 146, LLC (“Jaws Equity Owner”) and the Former Directors.

As of the date hereof, ITC Rumba directly beneficially owns 159,780,988 shares of Class B Common Stock, par value $0.0001 per share, of the Company (the “Class B Common Stock”). As of the date hereof, Mr. Cooperstone directly beneficially owns 14,825 shares of Class A Common Stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”). As the founder and managing partner of ITC Rumba, Mr. Cooperstone may also be deemed to beneficially own the 159,780,988 shares of Class B Common Stock directly owned by ITC Rumba. As of the date hereof, EGGE directly beneficially owns 1,533,085 shares of Class A Common Stock and 1,233,085 shares of Class B Common Stock. As of the date hereof, EG Advisors directly beneficially owns 158,850 shares of Class A Common Stock and 158,850 shares of Class B Common Stock. As the investment manager of EGGE, EG Advisors may also be deemed to beneficially own the 1,533,085 shares of Class A Common Stock and the 1,233,085 shares of Class B Common Stock directly owned by EGGE. As of the date hereof, Dr. Gold directly beneficially owns 14,825 shares of Class A Common Stock. As the Co-Managing Member of EG Advisors, Dr. Gold may also be deemed to beneficially own the 1,533,085 shares of Class A Common Stock and 1,233,085 shares of Class B Common Stock directly owned by EGGE, and the 158,850 shares of Class A Common Stock and 158,850 shares of Class B Common Stock directly owned by EG Advisors. As of the date hereof, Jaws Equity Owner directly beneficially owns 4,829,829 shares of Class A Common Stock. As of the date hereof, Mr. Sternlicht directly beneficially owns 20,650,795 shares of Class A Common Stock, including 7,844,639 shares of Class A Common Stock issuable upon the exercise of certain warrants purchased in connection with the initial public offering of the securities of Jaws Acquisition Corp. As the sole member of Jaws Equity Owner, Mr. Sternlicht may also be deemed to beneficially own the 4,829,829 shares of Class A Common Stock directly owned by Jaws Equity Owner.

Contacts

Investors:

HKL & Co., LLC

Peter Harkins, Jr. / Jordan Kovler

Toll-Free: (800) 326-5997

CANO@hklco.com

Media:

Longacre Square Partners

Greg Marose / Joe Germani

gmarose@longacresquare.com / jgermani@longacresquare.com

EX-99.N

EXHIBIT N

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Cano Health, Inc., a Delaware corporation (the “Company”);

WHEREAS, ITC Rumba, LLC and Elliot Cooperstone (collectively, “ITC Rumba”), EGGE, LLC, EG Advisors, LLC and Lewis Gold (collectively, “EGGE”), and Jaws Equity Owner 146, LLC and Barry Sternlicht (collectively, “Mr. Sternlicht”) Joseph Berardo, Jr. and Guy P. Sansone, (together, the “Nominees”), wish to form (or, as applicable, continue as) a group for the purpose of seeking representation on the board of directors of the Company (the “Board”) and/or the submission of stockholder proposal(s) at the 2023 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “2023 Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.

NOW, IT IS AGREED, this 18th day of May 2023 by the parties hereto:

1.          Each of the undersigned (collectively, the “Group”) agrees to form (or, as applicable, continue as) a “group” (as such term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to the securities of the Company. In furtherance of the foregoing and in accordance with Rule 13d-1(k) of the Exchange Act, the parties shall file, separately or jointly, a Schedule(s) 13D and any amendments thereto with respect to the securities of the Company to the extent required by applicable law. Each member of the Group shall be responsible for the accuracy and completeness of its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members of the Group, unless such member knows or has reason to know that such information is inaccurate.

2.          For so long as this Joint Filing and Solicitation Agreement (the “Agreement”) is in effect, each of the undersigned shall provide prompt  written notice to each of Olshan Frome Wolosky LLP (“Olshan”) and Willkie Farr & Gallagher LLP (“Willkie”), such notice to be given no later than 24 hours after each such transaction referred to in this Section 2, of (i) any of their purchases or sales of securities of the Company or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership; provided, however, that each party agrees not to purchase or sell securities of the Company or otherwise increase or decrease its economic exposure to or beneficial ownership over the securities of the Company if it reasonably believes that, as a result of such action, the Group or any member thereof would be likely to be required to make any regulatory filing (including, but not limited to, a Schedule 13D amendment, Form 3 or Form 4 with the Securities and Exchange Commission (the “SEC”)) without using its reasonable efforts to give the other members of the Group at least twelve (12) hours prior written notice. For purposes of this Agreement, the term “beneficial ownership” shall have the meaning of such term set forth in Rule 13d-3 under the Exchange Act.

3.         Each of the undersigned agrees to form (or, as applicable, continue as) the Group for the purpose of (i) soliciting proxies or written consents for the election of certain persons nominated for election to the Board (including the Nominees) and/or the approval of stockholder proposal(s) at the 2023 Annual Meeting, (ii) working together to enhance shareholder value, (iii) taking such other actions as ITC Rumba, EGGE and Mr. Sternlicht deem advisable and (iv) taking all other action necessary or advisable to achieve the foregoing.

4.          ITC Rumba and Mr. Sternlicht shall have the right to pre-approve all expenses and costs (including all legal fees) incurred in connection with the Group’s activities set forth in Section 3, including in connection with any litigation, the preparation of this Agreement, any future SEC filings and any obligations or payments owed (including fees of outside legal counsel) pursuant to any written indemnification agreements entered into by ITC Rumba with the Nominees that, in the case of any such indemnification agreement, has been approved by Mr. Sternlicht or his counsel in writing prior to the execution thereof (collectively, the “Expenses”), provided that for purposes of this Section 4, (A) Expenses shall include all fees, costs and expenses incurred by ITC Rumba in connection with the engagement of or services rendered by all advisors and agents (including without limitation, all proxy solicitors, public relations firms and other advisors and agents) retained by ITC Rumba or its counsel on or after March 30, 2023 in connection of the activities set forth in Section 3, (B) notwithstanding the foregoing, Expenses shall not include (i) any fees, costs or expenses of legal counsel (x) incurred prior to the date hereof and (y) as otherwise agreed between ITC Rumba and Mr. Sternlicht in writing, with such fees, costs and expenses being paid by the party incurring the same, or (ii) any Expenses arising out of any breach of this Agreement or applicable law by any party, and (C) any discretion, consent or approval rights exercised by ITC Rumba pursuant to any such indemnification agreement, whether in respect of the payment of expenses or otherwise (including settling or approving the settlement of any matter subject thereto) shall require the prior written consent of Mr. Sternlicht. Each of ITC Rumba and Mr. Sternlicht hereby agree to severally and not jointly pay all such pre-approved Expenses on a pro-rata basis, with ITC Rumba paying 90% of such Expenses and Mr. Sternlicht paying 10% of such Expenses. Any reimbursement from the Company regarding the Expenses paid pursuant to this Section 4 shall be split by ITC Rumba and Mr. Sternlicht in proportion to the actual Expenses paid by such party pursuant to this Section 4.

5.          Each of the undersigned agrees that any SEC filing, press release, public stockholder communication or Company communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be mutually agreeable among ITC Rumba, EGGE and Mr. Sternlicht.  Such parties hereby agree to work in good faith to resolve any disagreement that may arise between or among any of the members of the Group concerning decisions to be made, actions to be taken or statements to be made in connection with the Group’s activities.

6.          Each of the undersigned agrees to provide written notice to ITC Rumba, EGGE and Mr. Sternlicht, or their representatives at Olshan and Willkie, of any communications made by or on behalf of the Company or its representatives to any member of the Group within 24 hours of such communications occurring.

7.        The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to create any duties (including any fiduciary duties) among the members of the Group except for the obligations expressly set forth in this Agreement. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/she/it deems appropriate, in his/her/its sole discretion, provided that all such transactions are made in compliance with all applicable securities laws and the terms of this Agreement.  For the avoidance of doubt, if any Nominee is elected or appointed to the Board of Directors of the Company, such person shall owe fiduciary duties to the Company and its stockholders and nothing contained herein shall interfere therewith and, in such circumstances, this Agreement shall immediately and automatically terminate with respect to such Nominee without the need of further action by any party.

8.          This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

9.          This Agreement is governed by and will be construed in accordance with the laws of the State of New York. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York.

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10.       Each party hereby waives the application of any law, regulation, holding, or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document, and also waives the right to a trial by jury in respect of this Agreement and the transactions contemplated hereby.

11.        The parties’ rights and obligations under this Agreement (other than the rights and obligations set forth in Section 4, Section 9, Section 10, Section 13 and this Section 11, each of which shall survive any termination of this Agreement) shall terminate immediately after the conclusion of the activities set forth in Section 3 as determined by ITC Rumba, EGGE and Mr. Sternlicht or as otherwise agreed to in writing by such parties. Notwithstanding the foregoing, ITC Rumba, EGGE and Mr. Sternlicht may terminate his/its rights and obligations (subject to the surviving rights and obligations referred to in the parenthetical of the immediately preceding sentence) under this Agreement on 24 hours’ written notice (email being sufficient) to all other parties, with a copy by email to Andrew Freedman at Olshan (afreedman@olshanlaw.com) and Tariq Mundiya (tmundiya@willkie.com) and Russell Leaf (rleaf@willkie.com) at Willkie.

12.        Each party acknowledges that Olshan shall act as counsel for ITC Rumba and EGGE, and Willkie shall act as counsel for Mr. Sternlicht, each relating to their investment in the Company. Olshan and Willkie shall act jointly as co-counsel for the Group, and equally share drafting responsibilities in connection with work relating to the Group’s activities set forth in Section 3.

13.       The terms and provisions of this Agreement may not be modified, waived or amended without the written consent of each of ITC Rumba, EGGE and Mr. Sternlicht.  This Agreement supersedes and replaces the any prior “group” agreement entered into among the parties or any of them.

14.        Each party hereby agrees that this Agreement shall be filed as an exhibit to the Schedule(s) 13D required to be filed by them as contemplated under Section 1 of this Agreement.

[Signatures follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

ITC Rumba, LLC
By:	/s/ Elliot Cooperstone
	Name:	Elliot Cooperstone
	Title:	Managing Partner

/s/ Elliot Cooperstone

Elliot Cooperstone

EGGE, LLC
By:	/s/ Lewis Gold
	Name:	Lewis Gold
	Title:	Managing Partner

EG Advisors, LLC
By:	/s/ Lewis Gold
	Name:	Lewis Gold
	Title:	Managing Partner

/s/ Lewis Gold

Lewis Gold

Jaws Equity Owner 146, LLC
By:	/s/ Barry Sternlicht
	Name:	Barry Sternlicht
	Title:	Sole Member

/s/ Barry Sternlicht

Barry Sternlicht

/s/ Joseph Berardo, Jr.

Joseph Berardo, Jr.

/s/ Guy P. Sansone

Guy P. Sansone

 

[Signature Page to Joint Filing and Solicitation Agreement]