S-8

As filed with the Securities and Exchange Commission on August 23, 2021

Registration No. 333-    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CANO HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware	98-1524224
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

9725 NW 117^th Avenue, Suite 200

Miami, Florida 33178

(855) 226-6633

(Address of Principal Executive Offices)

Cano Health, Inc. 2021 Stock Option and Incentive Plan (the “Equity Incentive Plan”)

Cano Health, Inc. 2021 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”)

(Full Title of the Plans)

Dr. Marlow Hernandez

Chief Executive Officer

Cano Health, Inc.

9725 NW 117^th Avenue, Suite 200

Miami, Florida 33178

(855) 226-6633

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jocelyn M. Arel, Esq.

Audrey S. Leigh, Esq.

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

(617) 570-1000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Class A common stock, par value $0.0001 per share	52,000,000 shares(2)	$9.59(3)	$498,680,000	$54,405.99
Class A common stock, par value $0.0001 per share	4,700,000 shares(4)	$9.59(3)	$45,073,000	$4,917.46
Total	56,700,000 shares	—	$543,753,000	$59,323.45

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (this “Registration Statement”) shall also cover any additional shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Cano Health, Inc. (the “Registrant”) which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of Class A Common Stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.

(2) Represents 52,000,000 shares of Class A Common Stock initially reserved for future issuance under the 2021 Stock Option and Incentive Plan.

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act, and based on $9.59, the average of the high and low sale prices of the Class A Common Stock as reported on the New York Stock Exchange on August 17, 2021 (such date being within five business days of the date that this Registration Statement was filed with the U.S. Securities and Exchange Commission).

(4) Represents 4,700,000 shares of Class A Common Stock initially reserved for future issuance under the 2021 Employee Stock Purchase Plan, as amended (the “Employee Stock Purchase Plan”). The Employee Stock Purchase Plan provides that on January 1, 2022 and each January 1 thereafter through January 1, 2031, the number of shares of Class A Common Stock reserved and available for issuance under the Employee Stock Purchase Plan shall be cumulatively increased by the least of (i) 15.0 million shares of Class A Common Stock, (ii) one percent (1%) of the number of shares of Class A Common Stock issued and outstanding on the immediately preceding December 31st, or (iii) such lesser number of shares determined by the administrator appointed by the Registrant’s board of directors.

Proposed sales to take place as soon after the effective date of the Registration Statement as awards are granted, exercised or distributed under the above-named plans.

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The documents containing the information specified in this Item 1 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information.

The documents containing the information specified in this Item 2 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents filed with the Commission:

(a) Prospectus relating to the Registrant’s Registration Statement on Form S-1, as amended (File No.  333-257445), filed with the Commission under Rule 424(b) under the Securities Act on July 22, 2021, which contains the audited financial statements of the Registrant for the latest fiscal year for which such statements have been filed;

(b) The Registrant’s Quarterly Reports on Form 10-Q, for the quarters ended March  31, 2021 and June 30, 2021 (as filed with the Commission on May 24, 2021 and August 16, 2021, respectively); and

(c) The Registrant’s Current Reports on Form 8-K filed with the Commission on June 2, 2021, June  9, 2021, June 14, 2021 and July  6, 2021. The description of the Registrant’s Class A Common Stock contained in the Registrant’s registration statement on Form 8-A (File No. 001-39289), filed by the Registrant with the Commission under Section 12(b) of the Exchange Act on August 20, 2021, including any amendments or reports filed for the purpose of updating such description.

All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the shares of Class A Common Stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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Under no circumstances will any information filed under current items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) authorizes a corporation to indemnify its directors and officers against liabilities arising out of actions, suits and proceedings to which they are made or threatened to be made a party by reason of the fact that they have served or are currently serving as a director or officer to a corporation. The indemnity may cover expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with any such action, suit or proceeding. Section 145 permits corporations to pay expenses (including attorneys’ fees) incurred by directors and officers in advance of the final disposition of such action, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against them and incurred by them in their capacity as a director or officer, or arising out of their status as such, whether or not the corporation would have the power to indemnify the director or officer against such liability under Section 145.

The Registrant has adopted provisions in the Registrant’s certificate of incorporation, which became effective in connection with the completion of the Registrant’s business combination on June 3, 2021, that limit or eliminate the personal liability of the Registrant’s directors to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended. Consequently, a director will not be personally liable to the Registrant or its stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for:

• any breach of the director’s duty of loyalty to the Registrant or its stockholders;

• any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

• any unlawful payments related to dividends or unlawful stock purchases, redemptions or other distributions; or

• any transaction from which the director derived an improper personal benefit.

These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission.

In addition, the Registrant’s certificate of incorporation provides that:

• the Registrant will indemnify its directors, officers and, in the discretion of its board of directors, certain employees to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended; and

• the Registrant will advance expenses, including attorneys’ fees, to its directors and, in the discretion of its board of directors, to its officers and certain employees, in connection with legal proceedings relating to their service for or on behalf of the Registrant, subject to limited exceptions.

The Registrant has entered into indemnification agreements with several of its directors and executive officers. These agreements provide that the Registrant will indemnify each of its directors and executive officers to the fullest extent permitted by Delaware law. The Registrant will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director or executive officer in connection with any proceeding in which indemnification is available and the Registrant will indemnify its directors and officers for any action or

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proceeding arising out of that person’s services as a director or officer brought on behalf of the Registrant or in furtherance of the Registrant’s rights. Additionally, certain of the Registrant’s directors may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates or other third parties, which indemnification relates to and might apply to the same proceedings arising out of such director’s services as a director referenced herein. Nonetheless, the Registrant has agreed in the indemnification agreements that the Registrant’s obligations to those same directors are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary.

The Registrant also maintains general liability insurance which covers certain liabilities of its directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

EXHIBIT INDEX

Exhibit No.	Description
4.1	Certificate of Incorporation of Cano Health, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on June 9, 2021).
4.2	By-laws  of Cano Health, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on June 9, 2021).
5.1*	Opinion of Goodwin Procter LLP.
23.1*	Consent of WithumSmith+Brown, PC.
23.2*	Consent of Ernst & Young LLP.
23.3*	Consent of Goodwin Procter LLP (included as part of Exhibit 5.1).
24.1*	Power of Attorney (included on signature page of the Registration Statement).
99.1	Cano Health, Inc. 2021 Stock Option and Incentive Plan (incorporated by reference to Annex L to the Proxy Statement/Prospectus filed on May 7, 2021).
99.2	Forms of Award Agreements under the Cano Health, Inc. 2021 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on June 9, 2021).
99.3*	First Amendment to Cano Health, Inc. 2021 Employee Stock Purchase Plan.

* Filed herewith.

Item 9. Undertakings.

(a) The Registrant hereby undertakes:

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(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Miami, Florida, on August 23, 2021.

Cano Health, Inc.
By:	/s/ Dr. Marlow Hernandez
Name:	Dr. Marlow Hernandez
Title:	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. Marlow Hernandez and Brian D. Koppy, and each of them, as his or her true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Position	Date
/s/ Dr. Marlow Hernandez	Chief Executive Officer and President	August 23, 2021
Dr. Marlow Hernandez	(Principal Executive Officer)
/s/ Brian D. Koppy	Chief Financial Officer	August 23, 2021
Brian D. Koppy	(Principal Financial Officer)
/s/ Mark Novell	Chief Accounting Officer	August 23, 2021
Mark Novell	(Principal Accounting Officer)
/s/ Elliot Cooperstone	Director	August 23, 2021
Elliot Cooperstone
/s/ Dr. Lewis Gold	Director	August 23, 2021
Dr. Lewis Gold
/s/ Jacqueline Guichelaar	Director	August 23, 2021
Jacqueline Guichelaar
/s/ Angel Morales	Director	August 23, 2021
Angel Morales
/s/ Dr. Alan Muney	Director	August 23, 2021
Dr. Alan Muney

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/s/ Kim Rivera	Director	August 23, 2021
Kim Rivera
/s/ Barry Sternlicht	Director	August 23, 2021
Barry Sternlicht
/s/ Solomon Trujillo	Director	August 23, 2021
Solomon Trujillo

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EX-5.1

Exhibit 5.1

Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210   goodwinlaw.com +1 617 570 1000

August 23, 2021

Cano Health, Inc.

9725 NW 117th Avenue, Suite 200

Miami, FL 33178

Re: Securities Being Registered under Registration Statement on Form S-8

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on the date hereof relating to an aggregate of 56,700,000 shares (the “Shares”) of Class A common stock, $0.0001 par value per share, of Cano Health, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2021 Stock Option and Incentive Plan and the Company’s 2021 Employee Stock Purchase Plan (collectively, the “Plans”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

The opinion set forth below is limited to the Delaware General Corporation Law.

For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of common stock of the Company available for issuance by the Company to be less than the number of then unissued Shares.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Goodwin Procter LLP

GOODWIN PROCTER LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 28, 2021, relating to the financial statements of Jaws Acquisition Corp. appearing in the entity’s Annual Report on Form 10-K/A for the year ended December 31, 2020. We also consent to the reference to us under the caption “Experts” in the Prospectus.

/s/ WithumSmith+Brown, PC

New York, New York

August 20, 2021

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2021 Stock Option and Incentive Plan and the 2021 Employee Stock Purchase Plan of Cano Health, Inc. of our report dated March 15, 2021, with respect to the consolidated financial statements of Primary Care (ITC) Intermediate Holdings, LLC included in the Registration Statement (Form S-1 No. 333-257445) and related Prospectus of Cano Health, Inc, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Miami, Florida

August 20, 2021

EX-99.3

Exhibit 99.3

FIRST AMENDMENT TO

CANO HEALTH, INC.

2021 EMPLOYEE STOCK PURCHASE PLAN

THIS AMENDMENT is made by Cano Health, Inc. (the “Company”) for the purpose of amending the Cano Health, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”).

WITNESSETH:

WHEREAS, the Company maintains the ESPP, which has been approved and adopted by the Company’s board of directors (the “Board”);

WHEREAS, the Company reserved the right of the Board, in Section 18 of the ESPP, to amend the Plan; and

WHEREAS, the Company now wishes to amend the ESPP to adjust employee maximum contributions, expand the definition Compensation, and allow for employee contributions via direct investment.

NOW THEREFORE, the Company hereby amends the ESPP, effective as of August 4, 2021, as follows:

1. The second sentence of Section 2 is hereby amended in its entirety as follows:

“Unless otherwise determined by the Administrator, an Offering will begin on the first business day occurring on or after each January 1^st and July 1^st and will end on the last business day occurring on or before the following June 30^th and December 31^st, respectively (each period measured from the start date to the end date an “Offering Period”).”

2. A new sentence is added to the end of Section 2 as follows:

“For the avoidance of doubt, the initial Offering (the “Initial Offering”) will commence upon August 4, 2021 and end December 31, 2021.”

3. Section 5 of the ESPP is hereby amended in its entirety as follows:

“5. Employee Contributions. Each eligible employee may authorize payroll deductions at a minimum of one percent (1%) up to a maximum of seventy-five percent (75%) of such employee’s Compensation for each pay period during an Offering. The Company will maintain book accounts showing the amount of payroll deductions made by each Participant for each Offering. No interest will accrue or be paid on payroll deductions. Notwithstanding the foregoing, prior to the commencement of any Offering including the Initial Offering, the Committee may provide that in lieu of permitting payroll deductions, in whole or in part, as described above, that eligible employees may only make contributions to the ESPP for an Offering via direct investment through paying cash or providing a check at such times and in such manner as approved by the

Committee. For avoidance of doubt, no more than 75% of a Participant’s Compensation earned during an Offering can be applied to the purchase of shares of Common Stock under this Plan regardless if payment is made through payroll reduction, a direct investment or both. Amounts scheduled to be contributed under this Section 5 are referred to herein as “Employee Contributions.”

4. References to “payroll deductions” in Section 8, Section 9 and Section 19 shall be replaced with “Employee Contributions”

5. The third sentence of Section 8 is hereby amended in its entirety as follows:

“The purchase price for each share purchased under each Option (the “Option Price”) will be eighty-five percent (85%) of the Fair Market Value of the lowest closing price of shares of Common Stock during the Offering Period.”

6. The first sentence of Section 11 is hereby amended in its entirety as follows:

“The term “Compensation” means the regular or basic rate of compensation plus all target bonus and/or short-term incentive compensation to which the Participant is eligible to receive during an Offering.”

7. Except as amended herein, the terms, conditions and provisions of the ESPP are confirmed and remain unchanged. Capitalized terms not defined herein shall have the same meaning as provided under the terms of the Plan.

IN WITNESS WHEREOF, Cano Health, Inc. has caused this First Amendment to be executed on its behalf by its duly authorized officer this 4^th day of August, 2021.

ATTEST:	CANO HEALTH, INC.
By:	By:
Name:	Name:
Its: