8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): October 31, 2022

American Well Corporation

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-39515	20-5009396
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
75 State Street 26th Floor
Boston, Massachusetts		02109
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 617 204-3500

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 Par Value	AMWL	New York Stock Exchange

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective October 31, 2022, the Board of Directors (the "Board") of American Well Corporation (the "Company") appointed Robert Webb as a Class I director of the Company. Mr. Webb will serve for a term ending on the date of the Company’s 2024 annual meeting of shareholders following the fiscal year ending December 31, 2023, and until his successor is duly elected and qualified, or until his earlier resignation, death, or removal.

The Board determined Mr. Webb qualifies as an “independent director” for purposes of the New York Stock Exchange listing standards. There are no arrangements or understandings between Mr. Webb and any other person pursuant to which he was selected as a director. There are no other transactions involving the Company and Mr. Webb that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

Mr. Webb will enter into the same director indemnification arrangement as the Company’s other directors, the form of agreement for which was filed with the SEC on August 24, 2020 as Exhibit 10.19 to the Company’s Registration Statement on Form S-1. Mr. Webb will be eligible to participate in the compensation arrangements and programs that are established for the Company’s non-employee directors, as in effect from time to time.

On November 3, 2022, the Company issued a press release announcing Mr. Webb’s appointment. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being filed herewith:

99.1	Press Release, dated November 3, 2022, issued by American Well Corporation
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			AMERICAN WELL CORPORATION
Date:	November 3, 2022	By:	/s/ Bradford Gay
			Bradford Gay Senior Vice President & General Counsel

EX-99.1

Exhibit 99.1

 

Amwell Announces Appointment of Robert Webb to its Board of Directors

BOSTON, November 3, 2022 /BusinessWire/ -- Amwell®, (NYSE: AMWL) a leader in digital healthcare enablement, today announced the appointment of Robert Webb to the Company’s Board of Directors, effective immediately. Mr. Webb will further strengthen the Amwell Board and market position, bringing deep healthcare technology leadership experience, stemming from his more than 30 years as a growth executive, operator, and investor.

“As healthcare organizations prioritize digital care to improve patient, member and provider experiences, address workforce shortages, streamline workflows and improve clinical and financial outcomes, Amwell’s role as a digital transformation partner has never been more apparent,” said Dr. Ido Schoenberg, Chairman and CEO, Amwell. “We are honored to have Rob join our Board and are confident he will bring new and meaningful health tech perspectives to our organization that will further our position and propel our growth. His extensive experience helping mission-driven teams deliver positive impacts and drive significant growth will be invaluable to Amwell as we continue to transform our business and pursue our mission.”

Mr. Webb is a senior industry veteran with a strong health technology leadership track record. He spent the majority of his career in leadership roles across UnitedHealth Group, including serving as the CEO of Optum’s consumer and specialty network business and as the President of UnitedHealth Group Ventures – experience which gives him unique insight into the specific health tech needs of payer organizations. Mr. Webb has served on the Board of Directors of several fast growing, innovative healthcare businesses, and is currently the president for Onward Ventures, a venture studio and investment platform.

“I have dedicated much of my career to improving the consumer experience in healthcare as the gateway to better clinical and financial results. Amwell is the definitive pioneer in this space and has proven itself to be a trusted digital care delivery partner who can be depended upon to enable customers to deliver these mission-critical outcomes. I am excited to join their mission and team and help Amwell further grow its position in the market, said Mr. Webb, Amwell Board Member.”

About Amwell

Amwell is a leading digital care delivery enablement platform in the United States and globally, connecting and enabling providers, insurers, patients, and innovators to deliver greater access to more affordable, higher quality care. Amwell believes that digital care delivery will transform healthcare. The Company offers a single, comprehensive platform to support all digital health needs from urgent to acute and post-acute care, as well as chronic care management and healthy living. With over a decade of experience, Amwell powers digital health solutions for over 2,000 hospitals and 55 health plan partners with over 36,000 employers, covering over 80 million lives. For more information, please visit https://business.amwell.com/.

American Well, Amwell, Converge, SilverCloud, Conversa and Carepoint are registered trademarks or trademarks of American Well Corporation in the United States and other countries. All other trademarks used herein are the property of their respective owners.

Forward-Looking Statements

This press release contains forward-looking statements about us and our industry that involve substantial risks and uncertainties and are based on our beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts contained in this press release, including statements regarding our future results of operations, financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” or “would,” or the negative of these words or other similar terms or expressions.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements represent our beliefs and assumptions only as of the date of this release. These statements, and related risks, uncertainties, factors and assumptions, include, but are not limited to: weak growth and increased volatility in the telehealth market; inability to adapt to rapid technological changes; increased competition from existing and potential new participants in the healthcare industry; changes in healthcare laws, regulations or trends and our ability to operate in the heavily regulated healthcare industry; our ability to comply with federal and state privacy regulations; the significant liability that could result from a cybersecurity breach; and other factors described under ‘Risk Factors’ in our most recent form 10-K filed with the SEC. These risks are not exhaustive. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. Further information on factors that could cause actual results to differ materially from the results anticipated by our forward-looking statements is included in the reports we have filed or will file with the Securities and Exchange Commission. These filings, when available, are available on the investor relations section of our website at investors.amwell.com and on the SEC’s website at www.sec.gov.

Media Contact:

Lindsay Sharifipour
press@amwell.com

Investor Contact:

Sue Dooley

sue.dooley@amwell.com

415-602-9167

XML

Document And Entity Information	Oct. 31, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 31, 2022
Entity Registrant Name	American Well Corporation
Entity Central Index Key	0001393584
Entity Emerging Growth Company	false
Securities Act File Number	001-39515
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-5009396
Entity Address, Address Line One	75 State Street
Entity Address, Address Line Two	26th Floor
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02109
City Area Code	617
Local Phone Number	204-3500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.01 Par Value
Trading Symbol	AMWL
Security Exchange Name	NYSE