Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 20, 2024

MultiPlan Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-39228

84-3536151

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

115 Fifth Avenue

New York, New York 10003

(212) 780-2000

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Shares of Class A Common Stock,

$0.0001 par value per share

MPLN

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 3.03. Material Modification to Rights of Security Holders.

On September 20, 2024, MultiPlan Corporation (the “Company”), filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-40 reverse stock split (the “Reverse Stock Split”) of the Company’s shares of Class A common stock, $0.0001 par value (“Common Stock”).

As previously disclosed, at a special meeting of stockholders held on September 9, 2024 (the “Special Meeting”), the Company’s stockholders approved a Reverse Stock Split with a ratio of not less than 1-for-15 and not greater than 1-for-40, with the exact ratio and effective time of the Reverse Stock Split, if any, to be determined by the Company’s board of directors (the “Board”) at any time within one year of the date of the Special Meeting. On September 10, 2024, the Board approved a Reverse Stock Split with a ratio of 1-for-40.

Pursuant to the Amendment, the Reverse Stock Split was effective at 5:00 p.m. Eastern Time on September 20, 2024 (the “Split Effective Time”), and the Common Stock will be begin trading on the New York Stock Exchange on a post-split basis when the market opens on September 23, 2024. The Company’s post-split Common Stock has a new CUSIP number, 62548M 209, but the par value and other terms of the Common Stock were not affected. The trading symbol of the Company’s Common Stock will continue to be “MPLN.”

At the Split Effective Time, each share of Common Stock was reclassified into one fortieth (1/40th) of a share of issued and outstanding Common Stock.

Proportional adjustments will also be made to: (1) all then-outstanding warrants exercisable for Common Stock, such that fewer shares would underlie such securities and the purchase price per share will be increased; (2) all then-outstanding awards, including, without limitation, those issued under the Company’s 2020 Omnibus Incentive Plan, as amended, such that fewer shares of Common Stock would underlie such awards and the exercise price per share of the options will be increased; (3) the number of shares of Common Stock then-available for issuance under each of the Company’s 2020 Omnibus Incentive Plan, as amended, and the Company’s 2023 Employee Purchase Plan, such that fewer shares will be available for issuance under both plans; and (4) the number of shares of Common Stock issuable upon conversion of the Company’s then-outstanding 6.00% / 7.00% Convertible Senior PIK Toggle Notes due 2027, such that fewer shares would be issuable upon conversion of such notes and the conversion price will be increased.

No fractional shares of Common Stock will be issued as a result of the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock are instead entitled to receive a cash payment (without interest) in an amount equal to their respective pro rata share of the net proceeds of the sale of the fractional shares. The Reverse Stock Split will not affect the number of authorized shares of Common Stock or the par value of Common Stock.

The foregoing description of the Amendment and the Reverse Stock Split set forth above does not purport to be complete and is qualified in its entirety by reference to the Amendment. A copy of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosures set forth in Item 3.03 of this Current Report on Form 8-K are incorporated into this Item 5.03 by reference.

Item 8.01. Other Events.

On September 20, 2024 the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.



Exhibit Number						Description

3.1						Certificate of Amendment to Amended and Restated Certificate of Incorporation of MultiPlan Corporation filed September 20, 2024.

99.1						Press release dated September 20, 2024.

104						Cover Page Interactive Data File (embedded within 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: September 20, 2024

MultiPlan Corporation

By: /s/ Douglas Garis

Name: Douglas Garis

Title: Executive Vice President and Chief Financial Officer

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MULTIPLAN CORPORATION

MultiPlan Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), pursuant to the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:

1.That Article IV of the Seconded Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by adding the following paragraph at the end of Article IV as a new Section B of Article IV:

“B. Upon the effectiveness of the Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation adding this Section B. (the “Effective Time”), each share of the Corporation’s Class A common stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time shall automatically be combined into (1/40) to (1/15) of a validly issued, fully paid and non-assessable share of Class A common stock, par value $0.0001 per share, without any further action by the Corporation or the holder thereof, the exact ratio within the (1/40) to (1/15) range to be determined by the Board of Directors of the Corporation prior to the Effective Time and publicly announced by the Corporation, subject to the treatment of fractional share interests as described below (such combination, the “Reverse Stock Split”). No fractional shares shall be issued at the Effective Time and, in lieu thereof, the Corporation’s transfer agent shall aggregate all fractional shares and sell them as soon as practicable after the Effective Time at the then-prevailing prices on the open market, on behalf of those stockholders who would otherwise be entitled to receive a fractional share, and after the transfer agent’s completion of such sale, stockholders shall receive a cash payment (without interest or deduction) from the transfer agent in an amount equal to their respective pro rata shares of the total net proceeds of that sale and, where shares are held in certificated form, upon the surrender of the stockholder’s Old Certificates (as defined below). Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”) shall thereafter represent that number of whole shares of Class A common stock into which the shares of Class A common stock represented by the Old Certificate shall have been combined, subject to the treatment of fractional share interests as described above.”

2. On September 9, 2024, the Board of Directors of the Corporation determined that each share of the Corporation’s Class A common stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time shall automatically be combined into one-fortieth (1/40) of a validly issued, fully paid and non-assessable share of Class A common stock, par value $0.0001 per share. The Corporation publicly announced this ratio on September 10, 2024.

3. This amendment has been duly adopted in accordance with Section 242 of the DGCL.

4. This Certificate of Amendment shall become effective at 5:00 p.m. Eastern time on September 20,2024.

[Remainder of page left intentionally blank; signature page follows.]

IN WITNESS WHEREOF, this Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this [20]th day of September, 2024.

/s/ Kent Bartholomew

Name: Kent Bartholomew

Title: Authorized Officer

EXHIBIT 99.1

MultiPlan Corporation’s Reverse Stock Split Becomes Effective

MultiPlan Common Stock to Begin Trading on a Split-Adjusted Basis on September 23, 2024

NEW YORK, NY – September 20, 2024 – MultiPlan Corporation (“MultiPlan” or the “Company”) (NYSE: MPLN), a leading provider of technology and data-enabled cost management, payment, and revenue integrity solutions to the U.S. health care industry, today announced that the previously announced 1-for-40 reverse stock split of its outstanding shares of Class A common stock (the “common stock”) became effective as of September 20, 2024 at 5:00 p.m. Eastern Time (the “Split Effective Time”). The common stock will continue trading on the New York Stock Exchange (“NYSE”) under the existing symbol (MPLN) and will begin trading on a split-adjusted basis when the market opens on September 23, 2024, with the new CUSIP number 62548M 209.

At the Split Effective Time, each share of common stock was automatically reclassified into one fortieth (1/40th) of a share of issued and outstanding common stock.

Proportional adjustments will also be made to: (1) all then-outstanding warrants exercisable for common stock, such that fewer shares would underlie such securities and the purchase price per share will be increased; (2) all then-outstanding awards, including, without limitation, those issued under the Company’s 2020 Omnibus Incentive Plan, as amended, such that fewer shares of common stock would underlie such awards and the exercise price per share of the options will be increased; (3) the number of shares of common stock available for issuance under each of the Company’s 2020 Omnibus Incentive Plan, as amended, and the Company’s 2023 Employee Purchase Plan, such that fewer shares will be available for issuance under both plans; and (4) the number of shares of common stock issuable upon conversion of the Company’s then-outstanding 6.00% / 7.00% Convertible Senior PIK Toggle Notes due 2027, such that fewer shares will be issuable upon conversion of such notes and the conversion price will be increased.

The reverse stock split is primarily intended to increase the per share trading price of MultiPlan’s common stock in order to meet the NYSE’s price criteria for continued listing.

About MultiPlan

MultiPlan is committed to bending the cost curve in healthcare by delivering transparency, fairness, and affordability to the US healthcare system. Our focus is on identifying medical savings, helping to lower out-of- pocket costs, and reducing or eliminating balance billing for healthcare consumers. 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, data and decision science, and analytics-based services. MultiPlan delivers value to more than 700 healthcare payors, over 100,000 employers, 60 million consumers, and 1.4 million contracted providers. 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, including the discussion in this press release of the reverse stock split and expected benefits. 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 Quarterly Report on Form 10-Q for the three months ended June 30, 2024; 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

Pamela Walker

AVP, Marketing & Communication MultiPlan

781-895-3118

press@multiplan.com

# # #

Cover	Sep. 20, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 20, 2024
Entity Registrant Name	MultiPlan Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39228
Entity Tax Identification Number	84-3536151
Entity Address, Address Line One	115 Fifth Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10003
City Area Code	212
Local Phone Number	780-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Shares of Class A Common Stock, $0.0001 par value per share
Trading Symbol	MPLN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001793229
Amendment Flag	false
Current Fiscal Year End Date	--12-31