Business Context and Reporting Period
Company: American Well Corporation (AMWL)
Filing Type: Form 8-K (Current Report)
Date of Report: May 11, 2022
Event: Unregistered Sales of Equity Securities (Item 3.02)
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on a specific equity transaction.
Material Changes
On May 11, 2022, American Well Corporation, SilverCloud Health Holdings, Inc., and Fortis Advisors LLC entered into Amendment No. 1 to the Agreement and Plan of Merger dated July 28, 2021. The amendment modified the original acquisition terms regarding the Earn-Out Payment.
- Transaction: Issuance of 4,959,856 shares of Class A common stock.
- Counterparty: Former shareholders of SilverCloud Health Holdings, Inc.
- Purpose: Issued in lieu of the Company's obligation to make the Earn-Out Payment under the Original Acquisition Agreement.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on future operations, or discussion of general business risks. The transaction was executed in reliance upon the exemption from registration available under Section 4(a)(2) of the Securities Act of 1933 and Regulation D. The Company confirmed it did not engage in general solicitation or advertising.
Investor Verification Checklist
- Verify the impact of the 4,959,856 new shares on existing shareholder dilution.
- Review the original July 28, 2021, Agreement and Plan of Merger to understand the full scope of the Earn-Out Payment obligations that were converted to equity.
- Confirm the valuation assumptions used to determine the share count replacing the cash earn-out.