Filed Pursuant to Rule
424(b)(3)
Registration No. 333-258367
PROSPECTUS
13,753,387 Shares
of Class A Common Stock
This prospectus relates to the sale or other disposition from time
to time of up to 13,753,387 shares of our Class A common stock, which are held by the selling stockholders named in this prospectus
(the “Selling Stockholders”). The shares of Class A common stock covered by this prospectus were previously issued by us in
connection with our acquisition of Access Physicians Management Services Organization, LLC (“Access Physicians”) pursuant
to the Membership Interest and Stock Purchase Agreement dated March 26, 2021 (the “Purchase Agreement”), by and among us,
Access Physicians, HEP AP-B Corp., Health Enterprise Partners III, L.P., the persons listed on Exhibit A thereto (collectively with Health
Enterprise Partners III, L.P., the “Sellers”), and AP Seller Rep, LLC, as representative of the Sellers, pursuant to which
we, among other things, acquired Access Physicians. We are not selling any Class A common stock under this prospectus and will
not receive any of the proceeds from the sale or other disposition of shares by the Selling Stockholders.
The Selling Stockholders may
sell or otherwise dispose of the shares of Class A common stock covered by this prospectus in a number of different ways and at varying
prices. We provide more information about how the Selling Stockholders may sell or otherwise dispose of their shares of Class A common
stock in the section entitled “Plan of Distribution” on page 20 of this prospectus. We will bear all costs, expenses
and fees in connection with the registration of these shares, including with regard to compliance with state securities or “blue
sky” laws. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their sale of shares of Class
A common stock.
Our Class A common stock is listed on the Nasdaq Global Select
Market under the symbol “TLMD.” The last reported sale price of our Class A common stock on December 9, 2021, was $1.94
per share.
We are an “emerging growth
company” as defined in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced
public company reporting requirements.
Investing in our securities
involves risks. See the section entitled “Risk Factors” beginning on page 4 of this prospectus to read about factors
you should consider before buying our securities.
Neither the Securities and
Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is December 9, 2021.
TABLE OF CONTENTS
You should rely only on the
information contained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf
of us or to which we have referred you. Neither we nor the Selling Stockholders have authorized anyone to provide you with information
that is different. Neither we nor the Selling Stockholders are making an offer to sell or soliciting an offer to buy these securities
in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus, any applicable
prospectus supplement or any documents incorporated by reference is accurate as of any date other than the date of the applicable document.
ABOUT THIS PROSPECTUS
This prospectus is part of
a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf”
registration process. Under this shelf process, the Selling Stockholders may, from time to time, sell up to an aggregate of 13,753,387
shares of our Class A common stock. To the extent necessary, each time that the Selling Stockholders offer and sell securities, we or
the Selling Stockholders may provide a prospectus supplement to this prospectus that contains specific information about the securities
being offered and sold and the specific terms of that offering. To the extent permitted by law, we may also authorize one or more free
writing prospectuses that may contain material information relating to these offerings. Such prospectus supplement or free writing prospectus
may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between
the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus
supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus
and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described
under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.”
Neither we nor the Selling
Stockholders have authorized anyone to provide you with any information or to make any representations other than those contained in this
prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred
you. Neither we nor the Selling Stockholders take any responsibility for, nor provide any assurance as to the reliability of, any other
information that others may give you. Neither we nor the Selling Stockholders will make an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus
supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable
free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference
is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition,
results of operations and prospects may have changed since those dates.
This prospectus incorporates
by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, statistical data, estimates
and information concerning our industry, including market position and the size and growth rates of the markets in which we participate,
that are based on independent industry publications and reports or other publicly available information, as well as other information
based on our internal sources. While we believe such industry and market data are reliable and are based on reasonable assumptions, these
data involve many assumptions and limitations, and you are cautioned not to give undue weight to these estimates. Neither we nor the Selling
Stockholders have independently verified the accuracy or completeness of the data contained in these industry publications and reports.
The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described
in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” contained in
this prospectus, any applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other
documents that are incorporated by reference into this prospectus. Among other items, certain of the market research that may be included
or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus was published prior
to the outbreak of the COVID-19 pandemic and did not anticipate the COVID-19 pandemic or the impact it has caused on our industry. We
have utilized this pre-pandemic market research in the absence of updated sources. These and other factors could cause results to differ
materially from those expressed in the projections and estimates made in these publications and reports and by us. Certain information
that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus
concerning our industry and the markets served by us, including our market share, is also based on our good-faith estimates derived from
management’s knowledge of the industry and other information currently available to us.
Unless the context otherwise
indicates, references in this prospectus to the terms “SOC Telemed,” the “Company,” “we,” “our”
and “us” refer to SOC Telemed, Inc., a Delaware corporation, and its consolidated subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus (including
the documents incorporated by reference herein) contains forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), that are forward-looking and as such are not historical facts. These forward-looking statements include, without limitation,
statements regarding future financial performance, business strategies, expansion plans, future results of operations, estimated revenues,
losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based on our management’s
current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events, and are not guarantees
of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used
in this prospectus, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “seek,” “should,” “would” and variations thereof and
similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that
a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:
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our ability to recognize the anticipated benefits of the
Acquisition, which may be affected by, among other things, competition and our ability to manage our growth following the Acquisition;
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our financial performance and capital requirements;
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our expectations relating to bookings and revenues;
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our market opportunity and our ability to estimate the size
of our target market;
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our ability to retain our existing customers and to increase
our number of customers;
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potential acquisitions and integration of complementary businesses
and technologies;
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our ability to maintain and expand our network of established,
board-certified physicians and other provider specialists;
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our ability to attract, integrate, and retain key personnel
and highly qualified personnel;
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our ability to comply with new or modified laws and regulations
that currently apply or become applicable to our business;
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the implementation and effects of our restructuring plan;
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the effects of the COVID-19 pandemic on our business and
operations;
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the outcome of any known and unknown litigation and regulatory
proceedings;
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the possibility that our business may be harmed by other
economic, business, and/or competitive factors; and
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other factors described in the section entitled “Risk
Factors” in this prospectus and in the documents incorporated by reference in this prospectus.
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These
forward-looking statements reflect the views of our management regarding current expectations and beliefs concerning future developments
and their potential effects on our business. There can be no assurance that future developments affecting our business will be those
that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control)
or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these
forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled
“Risk Factors” and in our SEC filings incorporated herein or in any prospectus supplement by reference. Moreover, we
operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible
for us to predict all such risk factors, nor can we assess the effect of all such risk factors on our business or the extent to which
any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements.
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 forward-looking statements
made by us in this prospectus, in any prospectus supplement or in any document incorporated herein or therein by reference speaks only
as of the respective date thereof. Except to the extent required under the federal securities laws and rules and regulations of the SEC,
we disclaim any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement
is made or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the
events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking
statements.
Prospectus
Summary
The following summary highlights
selected information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making
your investment decision. Before investing in our Class A common stock, you should carefully read this entire prospectus, including
the information presented under the sections titled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements”
and “Unaudited Pro Forma Condensed Combined Financial Information,” included elsewhere in this prospectus and the information
incorporated by reference, before making an investment decision.
Overview
We are the leading provider
of acute care telemedicine services and technology to U.S. hospitals and healthcare systems, based on number of customers. We provide
technology-enabled clinical solutions, which include acute teleNeurology, telePsychiatry, teleCritical Care (ICU), telePulmonology, teleCardiology
and other specialties. We support time-sensitive specialty care when patients are vulnerable and may not otherwise have access. Our solution
was developed to support complex workflows in the acute care setting by integrating our cloud-based software platform, Telemed IQ, with
a panel of consult coordination experts and a network of clinical specialists to create a seamless, acute care telemedicine solution.
Corporate Information
We were incorporated in Delaware
in September 2019 and formed as a special purpose acquisition company known as Healthcare Merger Corp. (“HCMC”) for the
purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses. Our legacy business (“Legacy SOC Telemed”) was founded in 2004. On October 30, 2020, we completed
the acquisition of Legacy SOC Telemed pursuant to an Agreement and Plan of Merger, dated as of July 29, 2020 (the “Merger Agreement”),
by and among us, Sabre Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of HCMC, Sabre Merger Sub II, LLC, a Delaware
limited liability company and a wholly owned subsidiary of HCMC, and Specialists On Call, Inc., a Delaware corporation. We collectively
refer to the transactions contemplated by the Merger Agreement as the “Merger” or the “Merger Transaction.” As
part of the Merger Transaction, we changed our name from Healthcare Merger Corp. to SOC Telemed, Inc.
Our principal executive offices
are located at 1768 Business Center Drive, Suite 100, Reston, Virginia 20190. Our telephone number is (866) 483-9690. Our website address
is www.soctelemed.com. Information contained on, or accessible through, our website does not constitute part of, and is not incorporated
by reference into, this prospectus or the registration statement of which it forms a part.
“SOC Telemed,”
the SOC Telemed logo and our other registered or common law trademarks, service marks or trade names appearing in this prospectus are
the property of SOC Telemed. Other trademarks, service marks and trade names used in this prospectus are the property of their respective
owners.
The Offering
Class A common stock offered by the Selling Stockholders
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13,753,387 shares of Class A common stock.
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Terms of the offering
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The Selling Stockholders will determine when and how they will dispose of the shares of Class A common stock registered under this prospectus for resale.
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Use of proceeds
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We will not receive any proceeds from the sale of shares of Class A common stock by the Selling Stockholders.
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Risk Factors
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See “Risk Factors” and other information included or incorporated by reference in this prospectus for a discussion of factors you should consider before investing in our Class A common stock.
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Nasdaq trading symbol
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Our Class A common stock is listed on Nasdaq under the symbol “TLMD.”
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Risks Associated with Our Business
Our business is subject to
numerous risks and uncertainties, including those described in the section entitled “Risk Factors” in this prospectus
and any applicable prospectus supplement, that represent challenges that we face in connection with the successful implementation of our
strategy and growth of our business. The occurrence of one or more of the events or circumstances described in the section entitled “Risk
Factors” in this prospectus and any applicable prospectus supplement, alone or in combination with other events or circumstances,
may harm our business. Such risks include, but are not limited to, the following:
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We operate in a competitive industry, and if we are not able
to compete effectively, our business, financial condition, and results of operations will be harmed.
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The level of demand for and market utilization of our solutions
are subject to a high degree of uncertainty.
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We have a history of losses and anticipate that we will continue
to incur losses in the future. We may never achieve or sustain profitability.
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Our business, results of operations, and financial condition
may fluctuate on a quarterly and annual basis, which may result in a decline in our stock price if such fluctuations result in a failure
to meet any projections that we may provide or the expectations of securities analysts or investors.
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Our business, financial condition and results of operations
have been and may continue to be adversely impacted by the COVID-19 pandemic or similar epidemics in the future or other adverse public
health developments, including government responses to such events.
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Our sales cycle can be long and unpredictable and requires
considerable time and expense. As a result, our sales, revenues, and cash flows are difficult to predict and may vary substantially from
period to period, which may cause our results of operations to fluctuate significantly.
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Developments affecting spending by the healthcare industry
could adversely affect our revenues.
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If our existing customers do not continue or renew their
contracts with us, renew at lower fee levels or decline to purchase additional services from us, our business may be harmed.
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Our telemedicine business and growth strategy depend on our
ability to maintain and expand our network of established, board-certified physicians and other provider specialists. If we are unable
to do so, our future growth would be limited and our business would be harmed.
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Our telemedicine business is dependent on our relationships
with affiliated professional entities, which we do not own, to provide physician services, and our business would be harmed if those
relationships were disrupted.
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We may acquire other companies or technologies, which could
divert our management’s attention, result in dilution to our stockholders, and otherwise disrupt our operations, and we may have
difficulty integrating any such acquisitions successfully or realizing the anticipated benefits therefrom, any of which could harm our
business.
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We may require additional capital from equity or debt financings
to support business growth, and this capital might not be available on acceptable terms, if at all.
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Our substantial indebtedness following the Acquisition could
harm our business and growth prospects.
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If we fail to comply with extensive healthcare laws and government
regulations, we could suffer penalties or be required to make significant changes to our operations.
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Our use and disclosure of personally identifiable information,
including health information, is subject to federal and state privacy and security regulations, and our failure to comply with those
regulations or to adequately secure the information we hold could result in significant liability or reputational harm to us, which could,
in turn, harm our customer base and our business.
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Warburg Pincus has significant influence over us, and their
interests may conflict with ours and those of our other stockholders in the future.
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Future sales of shares by existing stockholders and future
exercise of registration rights may adversely affect the market price of our Class A common stock.
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Risk
Factors
Investing in our securities
involves risks. Before deciding whether to purchase any of our securities, you should consider carefully the risks and uncertainties set
forth under the heading “Risk Factors” in any applicable prospectus supplement and any related free writing prospectus, and
discussed under the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K and any subsequent
Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, as well as any amendments thereto, which are incorporated by reference
into this prospectus and any applicable prospectus supplement in their entirety, together with other information in this prospectus and
any applicable prospectus supplement, the documents incorporated by reference herein and therein, and any related free writing prospectus.
See “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” Our business,
results of operations, financial condition, and prospects could also be harmed by risks and uncertainties that are not presently known
to us or that we currently believe are not material. If any of these risks actually occur, our business, results of operations, financial
condition, and prospects could be materially and adversely affected. Unless otherwise indicated, references in these risk factors to our
business being harmed will include harm to our business, reputation, brand, financial condition, results of operations, and prospects.
In such event, the market price of our securities could decline, and you could lose all or part of your investment.
Use
of Proceeds
All of the securities offered
by the Selling Stockholders pursuant to this prospectus will be sold by the Selling Stockholders for their respective accounts. We will
not receive any of the proceeds from these sales.
The Selling Stockholders will
pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholders for brokerage, accounting, tax or legal
services or any other expenses incurred by the Selling Stockholders in disposing of the securities. We will bear the costs, fees and expenses
incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, Nasdaq
listing fees and fees and expenses of our counsel and our independent registered public accounting firm.
Unaudited
Pro Forma Condensed Combined Financial Information
The following unaudited pro
forma condensed combined statements of operations of the Combined Company (as defined herein) for the nine months ended September 30,
2021, and for the year ended December 31, 2020, present the combination of the financial information of SOC Telemed and Access Physicians
Management Services Organization, LLC (“Access Physicians”) after giving effect to the acquisition (the “Acquisition”)
of Access Physicians by SOC Telemed pursuant to the Membership Interest and Stock Purchase Agreement dated as of March 26, 2021 (the “Purchase
Agreement”), by and among SOC Telemed, Access Physicians, HEP AP-B Corp., Health Enterprise Partners III, L.P., the persons listed
on Exhibit A thereto (collectively with Health Enterprise Partners III, L.P., the “Sellers”), and AP Seller Rep, LLC, as representative
of the Sellers, and related adjustments described in the accompanying notes. SOC Telemed and Access Physicians, subsequent to the Acquisition,
are referred to herein as the “Combined Company.”
The unaudited pro forma condensed
combined statements of operations for the nine months ended September 30, 2021, and for the year ended December 31, 2020, give pro forma
effect to the Acquisition as if it had occurred on January 1, 2020.
The unaudited pro forma condensed
combined financial information does not include an unaudited pro forma condensed combined balance sheet as of September 30, 2021, because
the Acquisition is already reflected in the historical unaudited consolidated balance sheet of SOC Telemed as of September 30, 2021, incorporated
by reference in this prospectus.
The unaudited pro forma condensed
combined financial information is based on and should be read in conjunction with the following historical financial statements and the
notes thereto, which are incorporated herein by reference:
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The
historical unaudited condensed consolidated financial statements of SOC Telemed as of and for the nine months ended September 30, 2021,
and the historical audited consolidated financial statements of SOC Telemed as of and for the year ended December 31, 2020, which are
incorporated by reference to SOC Telemed’s Form 10-Q for the quarter ended September 30, 2021, and to SOC Telemed’s Form
10-K for the year ended December 31, 2020, respectively.
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The
historical audited consolidated financial statements of Access Physicians as of and for the year ended December 31, 2020, which is incorporated
by reference to SOC Telemed’s Form 8-K filed on March 30, 2021 (as amended on June 11, 2021).
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The unaudited pro forma condensed
combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what the Combined Company’s
results of operations would have been had the Acquisition occurred on January 1, 2020. Further, the unaudited pro forma condensed combined
financial information also may not be useful in predicting the future results of operations of the Combined Company. The actual results
of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited transaction
accounting adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma
condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.
On March 26, 2021 (the “Closing
Date”), SOC Telemed and Access Physicians completed the Acquisition in accordance with the terms of the Purchase Agreement (the
“Closing”), pursuant to which SOC Telemed purchased all of the membership interests of Access Physicians for cash and shares
of SOC Telemed.
In connection with the Acquisition,
SOC Telemed paid the Sellers approximately $91.6 million in cash, financed by the Term Loan Facility and the Subordinated Note, $0.3 million
related to a net working capital settlement pursuant to a settlement agreement executed on August 27, 2021, and approximately 13.9 million
shares of Class A common stock, of which 0.2 million shares remain subject to certain vesting conditions and will be issued on the first
anniversary of the Closing Date. The Purchase Agreement also provides for approximately $40.0 million in potential contingent consideration
that may become payable (subject in each case to earlier acceleration upon the occurrence of certain events) consisting of:
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Additional
earn-out consideration of $20.0 million that may be paid to the Sellers if certain revenue and performance levels are achieved by Access
Physicians in the fiscal year ending December 31, 2021; and
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Additional
deferred consideration of approximately $20.0 million that may be paid to the Sellers if the foregoing earn-out consideration is earned
and subject to the continued service of certain executives of Access Physicians during the two-year period beginning on the Closing Date.
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SOC
Telemed, Inc.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(in thousands, except share and per share amounts)
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SOC
Telemed
(Historical)
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Access
Physicians
(Historical)(1)
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Transaction
Accounting
Adjustments
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Note 4
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Pro
Forma
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Revenues
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$
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66,465
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$
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7,959
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$
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-
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$
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74,424
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Cost of revenues
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45,265
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4,958
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-
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50,223
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Operating expenses
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Selling, general and administrative
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64,987
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7,968
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(690
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)
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(a), (g), (h)
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72,265
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Change in fair value of contingent consideration
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(3,265
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)
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-
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-
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(3,265
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)
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Total operating expenses
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61,722
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7,968
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(690
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69,000
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Loss from operations
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(40,522
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)
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(4,967
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)
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690
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(44,799
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)
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Other income (expense)
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Gain on contingent shares issuance liabilities
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9,725
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-
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-
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9,725
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Interest expense
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(5,047
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)
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(30
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)
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(1,829
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)
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(b), (c)
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(6,906
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)
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Interest expense - related party
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(2,026
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)
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-
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(456
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)
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(d)
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(2,482
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)
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Total other income
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2,652
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(30
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)
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(2,285
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)
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337
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Loss before income taxes
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(37,870
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)
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(4,997
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)
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(1,595
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)
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(44,462
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)
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Income tax expense (benefit)
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(171
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)
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-
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241
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(e)
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70
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Net loss and comprehensive loss
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(37,699
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)
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(4,997
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)
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(1,836
|
)
|
|
|
|
|
(44,532
|
)
|
Accretion of redeemable convertible preferred stock
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
-
|
|
Net loss attributable to common stockholders
|
|
$
|
(37,699
|
)
|
|
$
|
(4,997
|
)
|
|
$
|
(1,836
|
)
|
|
|
|
$
|
(44,532
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding, basic and diluted
|
|
|
88,675,997
|
|
|
|
n/a
|
|
|
|
4,231,811
|
|
|
(f)
|
|
|
92,907,808
|
|
Basic and diluted net loss per common share
|
|
$
|
(0.43
|
)
|
|
|
n/a
|
|
|
|
n/a
|
|
|
(f)
|
|
$
|
(0.48
|
)
|
|
(1)
|
Includes statement of operations of Access Physicians through
the Closing Date.
|
See accompanying notes to unaudited pro forma condensed
combined financial information.
SOC
Telemed, Inc.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2020
(in thousands, except share and per share amounts)
|
|
SOC
Telemed
(Historical)
|
|
|
Access
Physicians
(Reclassified)(1)
|
|
|
Transaction
Accounting
Adjustments
|
|
|
Note 4
|
|
Pro
Forma
|
|
Revenues
|
|
$
|
57,995
|
|
|
$
|
27,100
|
|
|
$
|
-
|
|
|
|
|
$
|
85,095
|
|
Cost of revenues
|
|
|
38,542
|
|
|
|
17,657
|
|
|
|
-
|
|
|
|
|
|
56,199
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
61,280
|
|
|
|
10,435
|
|
|
|
6,330
|
|
|
(a), (g), (h)
|
|
|
78,045
|
|
Total operating expenses
|
|
|
61,280
|
|
|
|
10,435
|
|
|
|
6,330
|
|
|
|
|
|
78,045
|
|
Loss from operations
|
|
|
(41,827
|
)
|
|
|
(992
|
)
|
|
|
(6,330
|
)
|
|
|
|
|
(49,149
|
)
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on contingent shares issuance liabilities
|
|
|
4,237
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
4,237
|
|
Gain on puttable option liabilities
|
|
|
1
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
1
|
|
Other income
|
|
|
-
|
|
|
|
4
|
|
|
|
-
|
|
|
|
|
|
4
|
|
Interest expense
|
|
|
(12,227
|
)
|
|
|
(176
|
)
|
|
|
(7,877
|
)
|
|
(b), (c)
|
|
|
(20,280
|
)
|
Interest expense - related party
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,578
|
)
|
|
(d)
|
|
|
(1,578
|
)
|
Total other expense
|
|
|
(7,989
|
)
|
|
|
(172
|
)
|
|
|
(9,455
|
)
|
|
|
|
|
(17,616
|
)
|
Loss before income taxes
|
|
|
(49,816
|
)
|
|
|
(1,164
|
)
|
|
|
(15,785
|
)
|
|
|
|
|
(66,765
|
)
|
Income tax expense (benefit)
|
|
|
31
|
|
|
|
116
|
|
|
|
(241
|
)
|
|
(e)
|
|
|
(94
|
)
|
Net loss and comprehensive loss
|
|
|
(49,847
|
)
|
|
|
(1,280
|
)
|
|
|
(15,544
|
)
|
|
|
|
|
(66,671
|
)
|
Accretion of redeemable convertible preferred stock
|
|
|
(96,974
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
(96,974
|
)
|
Net loss attributable to common stockholders
|
|
$
|
(146,821
|
)
|
|
$
|
(1,280
|
)
|
|
$
|
(15,544
|
)
|
|
|
|
$
|
(163,645
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding, basic and diluted
|
|
|
41,346,849
|
|
|
|
n/a
|
|
|
|
13,753,387
|
|
|
(f)
|
|
|
55,100,236
|
|
Basic and diluted net loss per common share
|
|
$
|
(3.55
|
)
|
|
|
n/a
|
|
|
|
n/a
|
|
|
(f)
|
|
$
|
(2.97
|
)
|
|
(1)
|
Refer to Note 3 for reclassification of Access Physicians.
|
See accompanying notes to unaudited pro forma condensed
combined financial information.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
Note 1 — Basis of presentation
The unaudited pro forma condensed
combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended by SEC Final Rule Release
No. 33-10786, Amendments to Financial Disclosures About Acquired and Disposed Businesses. In accordance with Release No. 33-10786,
the unaudited condensed combined pro forma statements of operations reflect transaction accounting adjustments. The historical financial
information of SOC Telemed and Access Physicians has been adjusted in the unaudited pro forma condensed combined financial information
to reflect transaction accounting adjustments related to the Acquisition in accordance with GAAP.
The unaudited pro forma condensed
combined financial information is presented to illustrate the estimated effects of the Acquisition. The unaudited pro forma condensed
combined statements of operations for the nine months ended September 30, 2021, and for the year ended December 31, 2020, give pro forma
effect to the Acquisition as if it had occurred on January 1, 2020. The pro forma information does not purport to represent what the actual
consolidated results of operations of the Combined Company would have been if the Acquisition had occurred on January 1, 2020, nor is
it necessarily indicative of the future consolidated results of operations of the Combined Company. The actual results of operations of
the Combined Company will likely differ, perhaps significantly, from the pro forma amounts reflected herein due to a variety of factors,
including access to additional information, changes in value not currently identified, and changes in operating results following the
dates of the Acquisition and the pro forma financial information.
Note 2 — Acquisition Accounting
The Acquisition was completed
on March 26, 2021. SOC Telemed has determined it is the accounting acquirer to the Acquisition which was accounted for under the acquisition
method of accounting for business combinations in accordance with Accounting Standards Codification 805, Business Combinations
(“ASC 805”). The allocation of the estimated purchase price with respect to the Acquisition is based upon management’s
estimates of and assumptions related to the fair values of assets acquired and liabilities assumed as of March 26, 2021, using currently
available information. For this purpose, fair value shall be determined in accordance with the fair value concepts defined in ASC 820,
Fair Value Measurements and Disclosures (“ASC 820”). Fair value is defined in ASC 820 as “the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date.” Fair value measurements can be highly subjective and can involve a high degree of estimation. Further details on acquisition
accounting are described in Note 4, Business Combinations, under the heading “Acquisition of Access Physicians in March 2021”,
of the historical unaudited condensed consolidated financial statements of SOC Telemed for the nine months ended September 30, 2021, incorporated
by reference in this prospectus.
Subject to the terms and conditions
of the Purchase Agreement, the Sellers are entitled to an earnout payment in the amount of $20,000 to be paid by SOC Telemed on the first
anniversary of the Closing Date, subject to the achievement of certain revenue and gross margin conditions. Such earnout payment was classified
as a liability and recognized at its estimated fair value of $3,265 at the Closing Date. This liability was remeasured to its fair value
in the historical unaudited condensed consolidated financial statements of SOC Telemed for the nine months ended September 30, 2021, and
a recognized gain of $3,265 was recognized in the Combined Company’s statement of operations within change in fair value of contingent
consideration.
Subject to the terms and conditions
of the Purchase Agreement, the Sellers are entitled to a deferred payment in the amount of $20,000 to be paid by SOC Telemed on the second
anniversary of the Closing Date, contingent upon the retention of certain key members of the current Access Physicians’ management
team and the achievement of certain revenue and gross margin conditions. This deferred payment was determined to be compensation expense
and as such is not considered part of the purchase consideration for accounting purposes. The Company will record the expense in future
periods if and once it is deemed probable that it will be earned.
Note 3 — Access Physicians’ Reclassification
The pro forma financial statements
have been adjusted to reflect a reclassification of Access Physicians’ combined statement of operations for the year ended December
31, 2020, to conform to the presentation of the financial statements of SOC Telemed. This adjustment includes the following:
|
●
|
Due diligence and related non-recurring expense. Reclassification of $149 of due diligence expenses
from Other expenses to Operating expenses.
|
Note 4 — Transaction Accounting Adjustments
Adjustments to the Unaudited Pro
Forma Condensed Combined Statements of Operations for the Nine Months Ended September 30, 2021, and for the Year Ended December 31, 2020
The transaction accounting
adjustments included in the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021,
and for the year ended December 31, 2020, are as follows:
|
4(a)
|
Amortization
expense. Represents the net impact on amortization expense related to trade names, non-compete
agreements, capitalized software costs and hospital contracts relationships in connection
with purchase accounting for the nine months ended September 30, 2021, and for the year ended
December 31, 2020, respectively, determined as follows:
|
|
|
Note
|
|
|
Fair
value
|
|
|
Estimated useful life
in years
|
|
|
For the
nine months
ended
September 30,
2021
|
|
|
For the
year ended
December 31,
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade names
|
|
|
|
|
|
$
|
1,213
|
|
|
|
2
|
|
|
$
|
455
|
|
|
$607
|
Non-compete agreements
|
|
|
|
|
|
|
432
|
|
|
|
5
|
|
|
|
66
|
|
|
88
|
Capitalized software costs
|
|
|
|
|
|
|
871
|
|
|
|
3
|
|
|
|
218
|
|
|
290
|
Hospital contracts relationships
|
|
|
|
|
|
|
40,095
|
|
|
|
17
|
|
|
|
1,769
|
|
|
2,359
|
Amortization expense
|
|
|
|
|
|
$
|
42,611
|
|
|
|
|
|
|
$
|
2,508
|
|
|
$3,344
|
Less: Amortization expense recognized by SOC Telemed post-Acquisition
|
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
(1,697
|
)
|
|
-
|
Total adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
811
|
|
|
$3,344
|
|
(1)
|
Represents amortization expense recognized in the consolidated
statement of operations of SOC Telemed for the period from the Closing Date to September 30, 2021.
|
|
4(b)
|
Elimination of Access Physicians interest expense. Represents
the elimination of historical interest expense of Access Physicians following the repayment of notes payable in connection with the Acquisition
in the amount of $30 and $176 for the nine months ended September 30, 2021, and for the year ended December 31, 2020, respectively.
|
|
4(c)
|
Interest expense. Represents the net impact on interest
expense related to Term Loan Facility in the amount of $1,859 and $8,053 for the nine months ended September 30, 2021, and for the year
ended December 31, 2020, respectively, determined as follows:
|
|
|
Note
|
|
For
the
nine months
ended
September 30,
2021
|
|
|
For
the
year ended
December 31,
2020
|
|
|
|
|
|
|
|
|
|
|
Interest expense associated with the Term Loan Facility
|
|
(1)
|
|
$
|
4,660
|
|
|
$
|
6,550
|
|
Amortization of debt issuance costs
|
|
(2)
|
|
|
2,246
|
|
|
|
1,503
|
|
Interest
expense
|
|
|
|
|
6,906
|
|
|
|
8,053
|
|
Less: Interest expense recognized by SOC Telemed post-Acquisition
|
|
(3)
|
|
|
(5,047
|
)
|
|
|
-
|
|
Total
adjustment
|
|
|
|
$
|
1,859
|
|
|
$
|
8,053
|
|
|
(1)
|
Represents estimated interest expense for borrowings under the
Term Loan Facility with a principal amount of $85,000. Borrowings under the Term Loan Facility bear interest at a fluctuating rate per
annum equal to 7.47% plus the Applicable Rate. For the purposes of the pro forma statement of operations, the interest expense for borrowings
under the Term Loan Facility was estimated using 7.6%. Interest expense for the nine months ended September 30, 2021, includes accelerated
interest expense recognized due to the partial repayment of the Term Loan Facility on June 4, 2021.
|
|
(2)
|
Represents amortization of debt issuance costs. Amortization
of debt issuance costs for the nine months ended September 30, 2021, includes accelerated amortization of debt issuance costs recognized
due to the partial repayment of the Term Loan Facility on June 4, 2021.
|
|
(3)
|
Represents interest expense related to the Term Loan Facility
recognized in the consolidated statement of operations of SOC Telemed for the period from the Closing Date to September 30, 2021.
|
A 1/8% increase or decrease in the interest
rates applicable to the Term Loan Facility would result in a change in interest expense of approximately $81 and $108 for the nine months
ended September 30, 2021, and for the year ended December 31, 2020, respectively. The change in interest expense for the nine months ended
September 30, 2021, was calculated without the impacts of the partial repayment that occurred on June 4, 2021.
|
4(d)
|
Interest expense – related party. Represents
the net impact on interest expense related to the Subordinated Note in the amount of $456 and $1,578 for the nine months ended September
30, 2021, and for the year ended December 31, 2020, respectively, determined as follows:
|
|
|
Note
|
|
|
For
the nine months ended September 30, 2021
|
|
|
For
the year ended December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense associated with the Subordinated Note
|
|
|
(1
|
)
|
|
$
|
594
|
|
|
$
|
1,311
|
|
Accretion of discount related to the Subordinated Note
|
|
|
(2
|
)
|
|
|
1,888
|
|
|
|
267
|
|
Interest
expense
|
|
|
|
|
|
|
2,482
|
|
|
|
1,578
|
|
Less: Interest expense recognized by SOC Telemed post-Acquisition
|
|
|
(3
|
)
|
|
|
(2,026
|
)
|
|
|
-
|
|
Total
adjustment
|
|
|
|
|
|
$
|
456
|
|
|
$
|
1,578
|
|
|
(1)
|
Represents estimated interest expense for the Subordinated
Note in a principal amount of $13,500. The unpaid balance of the Subordinated Note accrues interest at an escalating rate per annum initially
equal to 7.47% plus the Applicable Rate under the Term Loan Facility, increasing to 10.87% plus the Applicable Rate on September 30,
2021, and then an additional 2.00% each year thereafter, and will be added to the principal amount of the Subordinated Note on a monthly
basis. For the purpose of the pro forma statement of operations, the interest expense under the Subordinated Note was estimated using
an interest rate of 7.6% for the first six months and then 11.0% thereafter. Interest expense for the nine months ended September 30,
2021, includes accelerated interest expense recognized due to the repayment of the Subordinated Note on June 4, 2021.
|
|
(2)
|
Represents accretion of discount related to the Subordinated
Note. The accretion of discount for the nine months ended September 30, 2021, includes accelerated discount accretion recognized due
to the repayment of the Subordinated Note on June 4, 2021.
|
|
(3)
|
Represents interest expense related to the Subordinated Note
recognized in the consolidated statement of operations of SOC Telemed for the period from the Closing Date to September 30, 2021.
|
A 1/8% increase or decrease in the interest
rates applicable to the Subordinated Note would result in a change in interest expense of approximately $14 and $18 for the nine months
ended September 30, 2021, and for the year ended December 31, 2020, respectively. The change in interest expense for the nine months ended
September 30, 2021, was calculated without the impacts of the repayment that occurred on June 4, 2021.
|
4(e)
|
Tax effect. Represents the tax benefit effect of the
Acquisition recognized in the consolidated statement of operations of SOC Telemed for the nine months ended September 30, 2021, and reflected
for pro forma purposes in the results for the year ended December 31, 2020.
|
|
4(f)
|
Net loss per share. Reflects an increase in the outstanding
shares of Class A common stock of SOC Telemed resulting from the issuance of shares to the Sellers at the Closing.
|
|
|
Basic
and diluted weighted-average shares attributable to common stockholders
|
|
|
|
For
the
nine months
ended
September 30,
2021
|
|
|
For
the
year ended
December 31,
2020
|
|
SOC Telemed - as adjusted and reported
|
|
|
88,675,997
|
|
|
|
41,346,849
|
|
Issuance of equity consideration shares upon consummation of the Acquisition
|
|
|
4,231,811
|
|
|
|
13,753,387
|
|
Adjusted
for pro forma presentation
|
|
|
92,907,808
|
|
|
|
55,100,236
|
|
Pro forma net loss per share is calculated
based on pro forma net loss and pro forma weighted-average shares attributable to common stockholders for the nine months ended September
30, 2021, and for the year ended December 31, 2020, respectively, determined as shown in the table above. There is no difference between
basic and diluted pro forma net loss per share as the inclusion of all potential shares of Class A common stock of SOC Telemed outstanding
would have been anti-dilutive.
|
4(g)
|
Access Physicians Replacement Awards. Represents the
expense recognized related to Profit Interest Units held by Access Physician’s directors and some executive employees that were
canceled and settled in cash and/or exchanged for replacement awards. 219,191 shares of replacement awards were issued, of which 175,353
vest over twelve months from the Closing Date. The awards that were settled in cash have a post-acquisition service condition of twelve
months from the Closing Date. Exchanges of share-based payment awards in connection with a business combinations were accounted for as
modifications in accordance with ASC 718, Compensation – Stock Compensation. See Note
4, Business Combinations, under the heading “Acquisition of Access Physicians in March 2021”, of the historical unaudited
condensed consolidated financial statements of SOC Telemed for the nine months ended September 30, 2021, incorporated by reference in
this prospectus for further information. The adjustment removes the expense of $1,556 recognized in the consolidated statement
of operations of SOC Telemed for the nine months ended September 30, 2021, and reflects the full year expense of $2,803 for pro forma
purposes in the results for year ended December 31, 2020, given the twelve month post-acquisition service condition associated with the
replacement awards.
|
|
4(h)
|
Prepaid insurance amortization expense. Represents
the net impact on amortization expense related to prepaid insurance coverage obtained in connection with the Acquisition in the amount
of $55 and $218 for the nine months ended September 30, 2021, and for the year ended December 31, 2020, respectively. The amortization
expense adjustment for the nine months ended September 30, 2021, is net of $109 recognized in the consolidated statement of operations
of SOC Telemed for the period from the Closing Date to September 30, 2021.
|
Selling
Stockholders
On March 26, 2021, we completed
the Acquisition. In connection with the Acquisition, we, among other things, issued 13,753,387 shares of our Class A common stock
to the Selling Stockholders at closing, committed to issue an additional 175,353 shares of our Class A common stock on the first
anniversary of the closing, and may issue additional shares of our Class A common stock as payment for potential contingent consideration
of approximately $40.0 million based on performance, which consideration, if earned, may be paid in cash, shares or a combination of cash
and shares, at our election. In addition, pursuant to the Purchase Agreement, we agreed to register the shares of Class A common
stock issued to the Selling Stockholders in the Acquisition. We have agreed to bear all expenses incurred by us in effecting any such
registration.
The Selling Stockholders listed
in the table below may offer and sell, from time to time, any or all of the shares of Class A common stock being offered for resale
pursuant to this prospectus. When we refer to the “Selling Stockholders” in this prospectus, we refer to the persons listed
in the table below and their permitted transferees.
The following table sets forth,
based on written representations provided by or on behalf of the Selling Stockholders prior to the date of this prospectus, certain information
regarding the beneficial ownership of the shares of Class A common stock held by each of the Selling Stockholders and the shares of Class A
common stock that may be offered from time to time by each Selling Stockholder under this prospectus. Generally, a person “beneficially
owns” shares of our Class A common stock if the person has or shares with others the right to vote those shares or to dispose of
them, or if the person has the right to acquire voting or disposition rights within 60 days. For purposes of this table, we have assumed
that the Selling Stockholders will have sold all of the securities covered by this prospectus upon the completion of the offering.
We cannot advise you as to
whether the Selling Stockholders will in fact sell any or all of such securities. In particular, the Selling Stockholders identified below
may have sold, transferred or otherwise disposed of all or a portion of their securities after the date on which they provided us with
information regarding their securities. Any changed or new information given to us by the Selling Stockholders, including regarding the
identity of, and the securities held by, each Selling Securityholder, will be set forth in a prospectus supplement or amendments to the
registration statement of which this prospectus is a part, if and when necessary.
Please see the section entitled
“Plan of Distribution” for further information regarding the Selling Stockholders’ method of distributing these
securities.
|
|
Shares
of Class A Common Stock
|
|
Name
|
|
Number
Beneficially Owned Prior to Offering
|
|
|
Number
Registered for Sale Hereby
|
|
|
Number
Beneficially Owned After Offering
|
|
|
Percent
Owned After
Offering(1)
|
|
Vijay Balakrishnan
|
|
|
101,837
|
|
|
|
101,837
|
|
|
|
—
|
|
|
|
—
|
|
Frank Battafarano
|
|
|
148,984
|
|
|
|
148,984
|
|
|
|
—
|
|
|
|
—
|
|
Gary Brock
|
|
|
191,556
|
|
|
|
191,556
|
|
|
|
—
|
|
|
|
—
|
|
Hemant Dand
|
|
|
294,511
|
|
|
|
294,511
|
|
|
|
—
|
|
|
|
—
|
|
Christopher Gallagher(2)
|
|
|
3,717,922
|
|
|
|
3,316,679
|
|
|
|
—
|
|
|
|
—
|
|
Gallagher 2020 Children’s Trust(2)
|
|
|
401,243
|
|
|
|
401,243
|
|
|
|
—
|
|
|
|
—
|
|
Pritam Ghosh
|
|
|
294,511
|
|
|
|
294,511
|
|
|
|
—
|
|
|
|
—
|
|
Sina Haeri
|
|
|
263,496
|
|
|
|
263,496
|
|
|
|
—
|
|
|
|
—
|
|
Health Enterprise Partners III, L.P.(3)
|
|
|
1,168,699
|
|
|
|
1,168,699
|
|
|
|
—
|
|
|
|
—
|
|
|
|
Shares
of Class A Common Stock
|
|
Name
|
|
Number
Beneficially Owned Prior to Offering
|
|
|
Number
Registered for Sale Hereby
|
|
|
Number
Beneficially Owned After Offering
|
|
|
Percent
Owned After
Offering(1)
|
|
HEP AP SPV Holdings, LLC(3)
|
|
|
2,642,887
|
|
|
|
2,642,887
|
|
|
|
—
|
|
|
|
—
|
|
David Mikula(4)
|
|
|
496,576
|
|
|
|
496,576
|
|
|
|
—
|
|
|
|
—
|
|
Karr Narula
|
|
|
77,562
|
|
|
|
77,562
|
|
|
|
—
|
|
|
|
—
|
|
Vikas Pandey
|
|
|
292,566
|
|
|
|
292,566
|
|
|
|
—
|
|
|
|
—
|
|
Erica St. Angel
|
|
|
344,360
|
|
|
|
344,360
|
|
|
|
—
|
|
|
|
—
|
|
Eduardo Vadia
|
|
|
3,717,920
|
|
|
|
3,717,920
|
|
|
|
—
|
|
|
|
—
|
|
|
*
|
Represents beneficial ownership of less than one percent.
|
|
(1)
|
Based upon 100,893,301 shares of Class A common stock outstanding
as of November 30, 2021.
|
|
(2)
|
Dr. Gallagher, the Chief Executive Officer and a director
of SOC Telemed, and Katherine Gallagher, as trustees of the Gallagher 2020 Children’s Trust, share voting and dispositive
power over the shares held by the Gallagher 2020 Children’s Trust.
|
|
(3)
|
HEP Associates III LLC, the general partner of Health Enterprise
Partners III, L.P. and the manager of HEP AP SPV Holdings, LLC, has voting and investment control of the shares held by such entities.
David Tamburri and Rick Stowe are Managing Members of HEP Associates III LLC and may be deemed to be the beneficial owners of such shares.
Each of HEP Associates III LLC and Messrs. Tamburri and Stowe disclaims beneficial ownership over these shares.
|
|
(4)
|
Mr. Mikula is the Chief Operating Officer of SOC Telemed.
|
Description
of Capital Stock
The following is a summary
of the rights of our Class A common stock and preferred stock and some of the provisions of our amended and restated certificate
of incorporation (for purposes of this section, the “charter”) and amended and restated by-laws (for purposes of this section,
the “by-laws”), and relevant provisions of DGCL. The descriptions herein are qualified in their entirety by our charter and
by-laws, copies of which have been publicly filed with the SEC, as well as the relevant provisions of the DGCL. See “Where You Can
Find Additional Information” and “Incorporation of Certain Information by Reference.”
Authorized and Outstanding Stock
Our charter authorizes the
issuance of shares of capital stock, each with a par value of $0.0001, consisting of (a) 500,000,000 shares of Class A common stock
and (b) 5,000,000 shares of preferred stock.
As of November 30, 2021, there
were 100,893,301 shares of our Class A common stock outstanding and no shares of preferred stock outstanding.
Class A Common Stock
Voting Power
Except as otherwise required
by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of Class A common
stock possess all voting power for the election of directors and all other matters requiring stockholder action and are entitled to one
vote per share on matters to be voted on by stockholders.
Dividends
Subject to the rights, if any,
of the holders of any outstanding shares of preferred stock, the holders of Class A common stock will be entitled to receive such
dividends and other distributions, if any, as may be declared from time to time by the Board in its discretion out of funds legally available
therefor and shall share equally on a per share basis in such dividends and distributions.
Liquidation, Dissolution and Winding Up
If we are involved in the voluntary
or involuntary liquidation, dissolution, or winding-up of our affairs, the holders of Class A common stock will be entitled to receive
all of our remaining assets available for distribution to stockholders, ratably in proportion to the number of shares of Class A
common stock held by them, after the rights of our creditors and the holders of the preferred stock have been satisfied.
Preemptive or Other Rights
The holders of Class A
common stock will not have preemptive or other subscription rights and there will be no sinking fund or redemption provisions applicable
to the Class A common stock.
Election of Directors
The Board is divided into three
classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year.
There is no cumulative voting
with respect to the election of directors, with the result that directors will be elected by a plurality of the votes cast at a meeting
of stockholders by holders of Class A common stock.
In connection with the
closing of the Merger Transaction, we and SOC Holdings LLC entered into an Investor Rights Agreement, dated as of October 30, 2020
(the “Investor Rights Agreement”), pursuant to which, (a) for so long as SOC Holdings LLC holds at least fifty
percent (50%) of the outstanding shares of our Class A common stock, it has the right to designate up to five
(5) directors for election to the Board, and the size of the Board will be set at nine (9) directors; (b) for so long
as SOC Holdings LLC holds at least thirty-five percent (35%) but less than fifty percent (50%) of the outstanding shares of our
Class A common stock, it will have the right to designate up to three (3) directors for election to the Board, and the
size of the Board will be set at nine (9) directors; (c) for so long as SOC Holdings LLC holds at least fifteen percent
(15%) but less than thirty-five percent (35%) of the outstanding shares of our Class A common stock, it will have the right to
designate up to two (2) directors for election to the Board, and the size of the Board will be set at seven (7) directors;
and (d) for so long as SOC Holdings LLC holds at least five percent (5%) but less than fifteen percent (15%) of the outstanding
shares of our Class A common stock, it will have the right to designate one (1) director for election to the Board, and
the size of the Board will be set at seven (7) directors. Pursuant to the Investor Rights Agreement, we will take all necessary
and desirable actions within our control such that the size of the Board is set at either seven (7) directors or nine
(9) directors (in accordance with the terms above), unless the Board takes authorized action to increase the size of the Board
and SOC Holdings LLC approves such action.
In connection with the Acquisition,
we and Christopher Gallagher, M.D., the Chief Executive Officer of Access Physicians, entered into a Board Nomination Rights Agreement,
dated as of March 26, 2021 (the “Board Nomination Rights Agreement”), pursuant to which, for so long as Dr. Gallagher
beneficially owns at least 75% of the shares of our Class A common stock that he acquired at the closing of the Acquisition and remains
employed by us, and subject to compliance with applicable law and our guidelines with respect to the nomination of directors, Dr. Gallagher
is entitled to serve as a member of our Board.
Preferred Stock
The charter provides that shares
of preferred stock may be issued from time to time in one or more series. The Board is authorized to fix the voting rights, if any, designations,
powers, preferences, the relative participating, optional or other special rights and any qualifications, limitations and restrictions
thereof, applicable to the shares of each series. The Board will be able to, without stockholder approval, issue preferred stock with
voting and other rights that could adversely affect the voting power and other rights of the holders of the Class A common stock
and could have anti-takeover effects. The ability of the Board to issue preferred stock without stockholder approval could have the effect
of delaying, deferring or preventing a change of control of us or the removal of existing management. No shares of preferred stock are
currently outstanding.
Certain Anti-Takeover Provisions of Delaware Law and Our Charter
and By-laws
Provisions of the DGCL and
our charter and by-laws could make it more difficult to acquire control of our company by means of a tender offer, a proxy contest or
otherwise, or to remove incumbent officers and directors. These provisions, summarized below, are intended to discourage coercive takeover
practices and inadequate takeover bids and to encourage persons seeking to acquire control of our company to first negotiate with the
Board. We believe that the benefits of these provisions outweigh the disadvantages of discouraging certain takeover or acquisition proposals
because, among other things, negotiation of these proposals could result in an improvement of their terms and enhance the ability of
the Board to maximize stockholder value. However, these provisions may delay, deter or prevent a merger or acquisition of our company
that a stockholder might consider is in its best interest, including those attempts that might result in a premium over the prevailing
market price of our Class A common stock.
Pursuant to the charter, we
are subject to the provisions of Section 203 of the DGCL, which we refer to as “Section 203,” regulating corporate
takeovers. Section 203 prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination”
with:
|
●
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A stockholder who owns fifteen percent (15%) or more of the
corporation’s outstanding voting stock (otherwise known as an “interested stockholder”);
|
|
|
|
|
●
|
an affiliate of an interested stockholder; or
|
|
|
|
|
●
|
an associate of an interested stockholder, for three years
following the date that the stockholder became an interested stockholder.
|
|
|
|
|
|
A “business combination” includes a merger or sale
of more than ten percent (10%) of the corporation’s assets. However, the above provisions of Section 203 do not apply if:
|
|
|
|
|
●
|
the corporation’s board of directors approves the transaction
that made the stockholder an “interested stockholder,” prior to the date of the transaction;
|
|
●
|
after the completion of the transaction that resulted in
the stockholder becoming an interested stockholder, that stockholder owned at least 85% of the corporation’s voting stock outstanding
at the time the transaction commenced, other than statutorily excluded shares of common stock; or
|
|
|
|
|
●
|
on or subsequent to the date of the transaction, the business
combination is approved by the corporation’s board of directors and authorized at a meeting of the corporation’s stockholders,
and not by written consent, by an affirmative vote of two-thirds of the outstanding voting stock not owned by the interested stockholder.
|
|
|
|
|
|
In addition, the charter provides for certain other provisions that may have an anti-takeover effect:
|
|
|
|
|
●
|
a classified board of directors whose members serve staggered
three-year terms;
|
|
|
|
|
●
|
the authorization of “blank check” preferred
stock, which could be issued by the Board without stockholder approval and may contain voting, liquidation, dividend and other rights
superior to the Class A common stock;
|
|
|
|
|
●
|
a limitation on the ability of, and providing indemnification
to, our directors and officers;
|
|
|
|
|
●
|
a requirement that special meetings of our stockholders can
be called only by the Board, the Chairperson of the Board, or our Chief Executive Officer, which may delay the ability of our stockholders
to force consideration of a proposal or to take action, including the removal of directors;
|
|
|
|
|
●
|
a requirement of advance notice of stockholder proposals
for business to be conducted at meetings of our stockholders and for nominations of candidates for election to the Board, which may discourage
or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise
attempting to obtain control of the Company;
|
|
|
|
|
●
|
a prohibition on cumulative voting in the election of directors,
which limits the ability of minority stockholders to elect director candidates;
|
|
|
|
|
●
|
a requirement that our directors may be removed only for
cause and by a majority vote of the stockholders;
|
|
|
|
|
●
|
a prohibition on stockholder action by written consent;
|
|
|
|
|
●
|
a requirement that vacancies on the Board may be filled only
by a majority of directors then in office (subject to limited exceptions), even though less than a quorum, which prevents stockholders
from being able to fill vacancies on the Board; and
|
|
|
|
|
●
|
a requirement of the approval of the Board or the holders
of at least two-thirds of our outstanding shares of capital stock to amend the by-laws and certain provisions of the charter.
|
Choice of Forum
Our charter provides that
unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive
forum for (i) any derivative action or proceeding brought on behalf of us; (ii) any action asserting a claim of breach of
a fiduciary duty owed by or other wrongdoing by any current or former director, officer, employee, agent or stockholder to us or our
stockholders; (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL, our charter or our
by-laws, or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or (iv) any action
asserting a claim governed by the internal affairs doctrine; except for, as to each of the above clauses, any action as to which the
Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the personal jurisdiction
of the Court of Chancery of the State of Delaware (and the indispensable party does not consent to the personal jurisdiction of the
Court of Chancery of the State of Delaware within ten (10) days following such determination), in which case the United States
District Court for the District of Delaware or other state courts of the State of Delaware, as applicable, shall, to the fullest
extent permitted by law, be the sole and exclusive forum for any such claims. The charter further provides that such exclusive forum
provision does not apply to any suits brought to enforce any duty or liability under the Securities Act or the Exchange Act, or any
other claim for which the federal courts have exclusive or concurrent jurisdiction. In addition, the charter adopts, unless we
consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of
the United States of America as the sole and exclusive forum for the resolution of any action asserting a claim arising under
the Securities Act, or the rules and regulations promulgated thereunder.
Corporate Opportunities
Delaware law permits corporations
to adopt provisions renouncing any interest or expectancy in certain opportunities that are presented to the corporation or its officers,
directors or stockholders. Our charter provides that we renounce any interest or expectancy in, or right to be offered an opportunity
to participate in, certain corporate opportunities that are from time to time presented to certain affiliates of Warburg Pincus, even
if the opportunity is one that we or our subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue
if granted the opportunity to do so. Neither Warburg Pincus nor any of its affiliates, directors, principals, officers, employees or other
representatives will generally be liable to us or our stockholders for breach of any fiduciary or other duty, as a director of the Company
or otherwise, by reason of the fact that such person directly or indirectly engages in such corporate opportunity or otherwise competes
with us or our affiliates, unless, in the case of any such person who is a director of the Company, such corporate opportunity is expressly
offered to such director in writing solely in his or her capacity as a director of the Company. To the fullest extent permitted by law,
by becoming a stockholder in the Company, stockholders will be deemed to have notice of and consented to this provision of our charter.
Registration Rights
In connection with the closing
of the Merger Transaction, we entered into an Amended and Restated Registration Rights Agreement, dated as of October 30, 2020 (the “Amended
and Restated Registration Rights Agreement”), pursuant to which we agreed to file a registration statement to register for resale
under the Securities Act the founder shares, private placement shares and private placement warrants (including the shares of Class A
common stock issuable upon exercise of the private placement warrants) held by the HCMC Sponsor LLC (the “Sponsor”) and its
permitted transferees and the shares received by SOC Holdings LLC in connection with the Merger Transaction, and to provide the Sponsor
and SOC Holdings LLC and their permitted transferees with certain other registration rights, including, among other things, customary
“demand” and “piggyback” registration rights, with respect to their shares of Class A common stock, subject
to certain requirements and customary conditions.
Under the Purchase Agreement,
we agreed to file a registration statement to register for resale under the Securities Act the shares of Class A common stock issued
to the Selling Stockholders in the Acquisition.
In addition, we agreed, pursuant
to their respective subscription agreements, to file a registration statement to register for resale under the Securities Act the shares
of Class A common stock purchased by the investors in the private placement that closed concurrently with the Merger Transaction.
Transfer Agent and Registrar
The transfer agent and registrar
for our Class A common stock is Continental Stock Transfer & Trust Company. The transfer agent and registrar’s address
is 1 State Street, 30th Floor, New York, NY 10004.
Exchange Listing
Our Class A common stock
is listed on Nasdaq under the symbol “TLMD.”
Plan
of Distribution
The Selling Stockholders may,
from time to time, sell any or all of the shares of Class A common stock beneficially owned by them and offered hereby. The Selling
Stockholders will act independently of us in making decisions with respect to the timing, manner and size of each sale.
The sales may be made on one
or more exchanges or in the over-the-counter market or otherwise, at prices and at terms then prevailing or at prices related to the then
current market price, or in negotiated transactions. The Selling Stockholders may sell their shares of Class A common stock by one
or more of, or a combination of, the following methods the following:
|
●
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purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus;
|
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|
|
|
●
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
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|
|
|
●
|
a block trade in which the broker-dealer so engaged will attempt to sell the shares of Class A common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
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|
|
●
|
an over-the-counter distribution in accordance with the rules of Nasdaq;
|
|
|
|
|
●
|
through trading plans entered into by a Selling Stockholder pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans;
|
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●
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short sales;
|
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|
|
●
|
distribution to employees, members, limited partners or stockholders of the Selling Stockholders;
|
|
|
|
|
●
|
through the writing or settlement of options or other hedging transaction, whether through an options exchange or otherwise;
|
|
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|
|
●
|
by pledge to secured debts and other obligations;
|
|
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|
|
●
|
delayed delivery arrangements;
|
|
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|
●
|
to or through underwriters or agents;
|
|
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|
|
●
|
in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents;
|
|
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|
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●
|
in privately negotiated transactions;
|
|
|
|
|
●
|
in options transactions; and
|
|
|
|
|
●
|
through a combination of any of the above methods of sale, as described below, or any other method permitted pursuant to applicable law.
|
The Selling Stockholders may
also sell any or all of the shares of Class A common stock in open market transactions in reliance upon Rule 144 under the Securities
Act rather than under this prospectus, provided the Selling Stockholder meets the criteria and conforms to the requirements of Rule 144.
To the extent required,
this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution. In connection with
distributions of the securities or otherwise, the Selling Stockholders may enter into hedging transactions with broker-dealers or
other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in
short sales of the securities in the course of hedging the positions they assume with Selling Stockholders. The Selling Stockholders
may also sell the securities short and redeliver the securities to close out such short positions. The Selling Stockholders may also
enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to such
broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling
Stockholders may also pledge securities to a broker-dealer or other financial institution, and, upon a default, such broker-dealer
or other financial institution, may effect sales of the pledged securities pursuant to this prospectus (as supplemented or amended
to reflect such transaction).
A Selling Stockholder may enter
into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated
transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities
covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may
use securities pledged by any Selling Stockholder or borrowed from any Selling Stockholder or others to settle those sales or to close
out any related open borrowings of stock, and may use securities received from any Selling Stockholder in settlement of those derivatives
to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and will be identified
in the applicable prospectus supplement (or a post-effective amendment). In addition, any Selling Stockholder may otherwise loan or pledge
securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. Such financial
institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent
offering of other securities.
In order to comply with the
securities laws of certain states, if applicable, the shares of Class A common stock must be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the shares of Class A common stock may not be sold unless
they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement
is available and is complied with.
The Selling Stockholders also
may transfer the shares of Class A common stock in other circumstances, in which case the transferees or other successors-in-interest
will be the selling beneficial owners for purposes of this prospectus.
Broker-dealers engaged by the
Selling Stockholders may arrange for other broker-dealers to participate in sales. The Selling Stockholders and any broker-dealers or
agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act
in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of
the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Certain broker-dealers
or agents, and their associates and affiliates, may be customers of, have borrowing relationships with, engage in other transactions with,
or perform services, including investment banking services, for us or one or more of our respective affiliates and/or the Selling Stockholders
or one or more of its respective affiliates in the ordinary course of business for which they receive compensation. The Selling Stockholders
may agree to indemnify a broker-dealer or agent against certain liabilities related to the sale of the shares, including liabilities under
the Securities Act.
The Selling Stockholders have
informed us that, as of the date of this prospectus, none of them have any agreement or understanding, directly or indirectly, with any
person to distribute the Class A common stock. If any Selling Stockholder notifies us that a material arrangement has been entered
into with a broker-dealer for the sale of shares through a block trade, special offering or secondary distribution or a purchase by a
broker or dealer, we may be required to file a prospectus supplement pursuant to the applicable rules promulgated under the Securities
Act. Certain Selling Stockholders who are entities rather than natural persons may distribute shares to their partners, members, shareholders
or other owners in normal course, who may in turn sell the shares in the manner listed above.
There can be no assurance that
any Selling Stockholder will sell any or all of the shares of Class A common stock registered pursuant to the registration statement
of which this prospectus forms a part. We are required to pay all fees and expenses incident to the registration of the shares.
We may restrict or suspend
offers and sales or other dispositions of the shares under the registration statement, of which this prospectus forms a part, at any time
from and after the effective date of the registration statement, subject to certain terms and conditions. In the event of such restriction
or suspension, the Selling Stockholders will not be able to offer or sell or otherwise dispose of the shares of Class A common stock
under the registration statement.
We have advised the Selling
Stockholders that the anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), may apply to sales of the shares offered hereby in the market and to the activities of the Selling Stockholders and their
affiliates. In addition, we will make copies of this prospectus available to the Selling Stockholders for the purpose of satisfying the
prospectus delivery requirements of the Securities Act.
Once sold under the registration
statement of which this prospectus forms a part, the shares of Class A common stock will be freely tradeable in the hands of persons
other than our affiliates.
Legal
Matters
The validity of the shares
of Class A common stock offered hereby has been passed upon for us by Orrick, Herrington & Sutcliffe LLP, San Francisco,
California.
Experts
The financial statements of
SOC Telemed, Inc. incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2020
have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given
on the authority of said firm as experts in auditing and accounting.
The combined financial statements of Access Physicians Management Services
Organization, LLC and Affiliated Companies as of December 31, 2020 and 2019 and for the years then ended, incorporated by reference in
this prospectus, have been audited by Huselton, Morgan and Maultsby P.C., independent accounting firm, as set forth in their report thereon,
and are incorporated by reference in reliance on such report given upon such firm as experts in auditing and accounting.
Where
You Can Find Additional Information
We have filed with the SEC
a registration statement on Form S-3 under the Securities Act with respect to the shares of Class A common stock offered hereby.
This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration
statement and the exhibits and schedules thereto. For further information with respect to the Company and its Class A common stock,
reference is made to the registration statement and the exhibits and any schedules filed therewith. Statements contained in this prospectus
as to the contents of any contract or any other document referred to are not necessarily complete. If a contract or document has been
filed as an exhibit to the registration statement or a report we file under the Exchange Act, you should refer to the copy of the contract
or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit to a registration
statement or report is qualified in all respects by the filed exhibit.
You can read our SEC filings,
including the registration statement, at the SEC’s website at www.sec.gov.
We are subject to the information
reporting requirements of the Exchange Act and we are required to file reports, proxy statements and other information with the SEC. These
reports, proxy statements, and other information are available for inspection and copying at the SEC’s website referred to above.
We also maintain a website at www.soctelemed.com, at which you may access these materials free of charge as soon as reasonably
practicable after they are electronically filed with, or furnished to, the SEC. Information contained on or accessible through our website
is not a part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only.
Incorporation
of Certain Information by Reference
The SEC and applicable law
allows us to “incorporate by reference” the information from other documents we file with the SEC, which means that we can
disclose important information to you by referring you to those documents. The information that we incorporate by reference in this prospectus
is considered to be part of this prospectus, and the information that we file later with the SEC will automatically update and, where
applicable, supersede the information already incorporated by reference. We are incorporating by reference the documents listed below,
which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act (in each case, other than those documents or the portions of those documents not deemed to be filed), including all filings
made after the date of the filing of this registration statement of which this prospectus is a part and prior to the effectiveness of
this registration statement until we file a post-effective amendment that indicates the termination of the offering of the securities
covered by this prospectus:
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Our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC on March 30, 2021;
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Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021, and September 30, 2021, filed on May 17, 2021, August 12, 2021, and November 12, 2021, respectively;
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Our Current Reports on Form 8-K filed with the SEC on January 21, 2021, February 22, 2021, March 30, 2021 (excluding Item 7.01 and Exhibit 99.1 of Item 9.01) (as amended on June 11, 2021), May 10, 2021 (excluding Item 7.01 and Exhibit 99.1 of Item 9.01), June 1, 2021, June 3, 2021, June 16, 2021, September 1, 2021, September 15, 2021 and November 3, 2021;
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Our Definitive Proxy Statement on Schedule 14A filed on May 10, 2021 (to the extent incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2020); and
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The description of our Class A common stock contained in our registration statement on Form 8-A, dated December 11, 2019, filed with the SEC on December 11, 2019 and any amendment or report filed with the SEC for the purpose of updating the description, including Exhibit 4.3 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
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Upon request, we will provide,
without charge, to each person, including any beneficial owner, to whom a copy of this prospectus is delivered a copy of the documents
incorporated by reference into this prospectus but not delivered with the prospectus. You may request a copy of these filings, and any
exhibits we have specifically incorporated by reference as an exhibit in this prospectus, at no cost by writing or telephoning us at the
following:
SOC Telemed, Inc.
1768 Business Center Drive,
Suite 100
Reston, Virginia 20190
Telephone: (866) 483-9690
You may also access these documents,
free of charge on the SEC’s website at www.sec.gov or on the “Investor Relations” page of our website at www.soctelemed.com.
Information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information
on, or that can be accessed from, our website as part of this prospectus or any accompanying prospectus supplement.
Grafico Azioni SOC Telemed (NASDAQ:TLMD)
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