American Well Corp Files 8-K

TL;DR

AMWL filed an 8-K, likely containing important updates. Check for details.

AI Summary

On June 27, 2024, American Well Corporation (AMWL) filed an 8-K report. The filing primarily concerns Regulation FD disclosures and financial statements and exhibits. No specific material events or financial figures were detailed in the provided excerpt.

Why It Matters

This filing indicates that American Well Corporation is providing updates or disclosures to the SEC, which could contain material information for investors.

Risk Assessment

Risk Level: low — The provided excerpt is a standard SEC filing notification and does not contain specific financial or operational details that would indicate a high-risk event.

Key Players & Entities

• American Well Corporation (company) — Registrant
• 0000950170-24-079161 (document_id) — Accession Number
• 001-39515 (company_id) — SEC File Number
• 0001393584 (company_id) — Central Index Key
• June 27, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — hich registered Class A Common Stock, $0.01 Par Value AMWL New York Stock Excha

Filing Documents

• amwl-20240627.htm (8-K) — 41KB
• amwl-ex99_1.htm (EX-99.1) — 19KB
• 0000950170-24-079161.txt ( ) — 177KB
• amwl-20240627.xsd (EX-101.SCH) — 24KB
• amwl-20240627_htm.xml (XML) — 5KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. As previously disclosed, the stockholders of American Well Corporation (the "Company") approved a reverse stock split of the Company's Class A common stock, Class B common Stock and Class C common stock (collectively, "common stock"), at a ratio ranging from any whole number between 1-for-10 to 1-for-20, with the exact ratio as determined by the board of directors (the "Board") of the Company at its sole discretion, subject to the Board's authority to abandon such amendments. On June 27, 2024, the Board approved a reverse stock split of the common stock at a final ratio of 1-for-20 (the "Reverse Stock Split") and abandoned all other amendments. The Reverse Stock Split is expected to become effective at 5:00 p.m. Eastern Time on July 10, 2024, following the filing of a certificate of amendment to the Company's certificate of incorporation with the Secretary of State of the State of Delaware. The Company's Class A common stock is expected to begin trading on a split-adjusted basis at the market open on July 11, 2024, under the existing trading symbol "AMWL." The new CUSIP number for the Company's Class A common stock following the Reverse Stock Split will be 03044L 204. On June 28, 2024, the Company issued a press release related to the foregoing. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is not to be incorporated by reference into any filing by Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.

Forward-Looking Statements

Forward-Looking Statements This press release contains forward-looking statements about us and our industry that involve substantial risks and uncertainties and are based on our beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts contained in this press release, including statements regarding our future results of operations, financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "will," or "would," or the negative of these words or other similar terms or expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements represent our beliefs and assumptions only as of the date of this release. These statements, and related risks, uncertainties, factors and assumptions, include, but are not limited to: our ability to regain and maintain compliance with NYSE listing standards; our ability effect any reverse stock split; our ability to successfully transition our clients to Converge without significant attrition; our ability to renew and upsell our client base; the election by the Defense Health Agency to deploy our solution across their entire enterprise; the continuation of the DHA relationship beyond July of 2025 with comparable financial terms; weak growth and increased volatility in the telehealth market; our ability to adapt to rapid technological changes; increased competition from existing and potential new participants in the heal

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibit is being filed herewith: 99.1 Press Release, dated June 28, 2024, issued by American Well Corporation . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. AMERICAN WELL CORPORATION Date: June 28, 2024 By: /s/ Bradford Gay Bradford Gay Senior Vice President, General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR