Amwell Announces Material Definitive Agreement
Ticker: AMWL · Form: 8-K · Filed: Jan 10, 2025 · CIK: 1393584
Sentiment: neutral
Topics: acquisition, asset-disposition, definitive-agreement
Related Tickers: AMWL
TL;DR
Amwell just signed a big deal, likely an acquisition or asset sale. Details to follow.
AI Summary
On January 8, 2025, American Well Corporation (Amwell) entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The filing indicates that this event is significant and requires disclosure.
Why It Matters
This filing signals a significant corporate event for American Well Corporation, potentially involving a major acquisition or asset sale that could impact its business operations and financial standing.
Risk Assessment
Risk Level: medium — The filing indicates a material definitive agreement, suggesting a significant transaction that could carry inherent risks related to integration, financing, or market reception.
Key Players & Entities
- American Well Corporation (company) — Registrant
- January 08, 2025 (date) — Date of earliest event reported
FAQ
What specific acquisition or disposition of assets is American Well Corporation entering into?
The filing does not specify the details of the acquisition or disposition of assets, only that a material definitive agreement has been entered into on January 8, 2025.
What is the nature of the material definitive agreement?
The filing states that the agreement is related to the 'Completion of Acquisition or Disposition of Assets' but does not provide further specifics.
When was the earliest event reported in this 8-K filing?
The earliest event reported was on January 08, 2025.
What is the principal executive office address for American Well Corporation?
The principal executive offices are located at 75 State Street, 26th Floor, Boston, Massachusetts, 02109.
What is the telephone number for American Well Corporation?
The telephone number is 617 204-3500.
Filing Stats: 961 words · 4 min read · ~3 pages · Grade level 14.3 · Accepted 2025-01-10 16:54:19
Key Financial Figures
- $0.01 — hich registered Class A Common Stock, $0.01 Par Value AMWL New York Stock Excha
- $20,714,459 — rised of (i) an upfront cash payment of $20,714,459, which is equal to 1.1x the Business' t
Filing Documents
- amwl-20250108.htm (8-K) — 45KB
- amwl-ex10_1.htm (EX-10.1) — 723KB
- amwl-ex99_1.htm (EX-99.1) — 339KB
- amwl-ex99_2.htm (EX-99.2) — 16KB
- 0000950170-25-004254.txt ( ) — 1356KB
- amwl-20250108.xsd (EX-101.SCH) — 24KB
- amwl-20250108_htm.xml (XML) — 5KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On January 8, 2025, American Well Corporation (the "Company"), Aligned Telehealth, LLC, a wholly owned subsidiary of the Company (the "Seller"), and Avel eCare, LLC (the "Buyer") entered into an asset purchase agreement (the "Agreement") relating to the sale by the Seller, and the purchase by the Buyer, of all property and assets owned, leased or licensed by the Seller that are primarily used or held for use in connection with the Company's business of providing telepsychiatry services to hospitals and correctional programs (the "Business"), subject to certain specified exclusions such as cash. In connection with such purchase and sale, the Buyer assumed specified contracts and the related accounts receivable and all accounts payable and accrued expenses of the Business. The purchase price is comprised of (i) an upfront cash payment of $20,714,459, which is equal to 1.1x the Business' trailing twelve-month revenue, excluding on-site revenue attributable to certain of the Business' contracts, subject to customary adjustments and (ii) an additional cash payment (the "Additional Payment") equal to 0.4x the Buyer and its affiliates' aggregate revenues arising from the provision of the Business to current customers and potential customers in the sales pipeline of the Company Group (as defined below) during the twelve-month period immediately following the closing, excluding revenues arising from the provision of on-site psychiatric services to certain of the Business' contracts and other specified revenues, which Additional Payment is payable within ten days following the final determination of the Additional Payment amount. If the Buyer experiences certain change-of-control events during the twelve-month period immediately following the closing or if the Buyer fails to pay the Additional Payment ("Acceleration Event"), the Seller may elect to receive an amount equal to 0.4x the Buyer and its affiliates' aggregate r
01 Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (b) Pro Forma Financial Information . Pro forma financial information required pursuant to Article 11 of Regulation S-X is included in Exhibit 99.1 of this Current Report on Form 8-K and incorporated by reference herein. (d) Exhibits . 10.1 Asset Purchase Agreement, dated January 8, 2025, among American Well Corporation, Aligned Telehealth, LLC and Avel eCare, LLC 99.1 Pro forma financial information 99.2 Press release dated January 9, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the SEC upon request.
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: January 10, 2025 By: /s/ Bradford Gay Bradford Gay Senior Vice President, General Counsel