8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 9, 2020

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)	(I.R.S. Employer Identification No.)

75 State Street, 26th Floor Boston, MA	02109
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (617) 204-3500

Not Applicable

(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 (see General Instruction A.2. below):

☐ 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 Securities Exchange Act of 1934:

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective October 6, 2020, the Board of Directors (the “Board”) of American Well Corporation (the “Company”) appointed Deborah Jackson as a Class I director of the Company. Ms. Jackson will serve for a term ending on the date of the Company’s 2021 annual meeting of shareholders following the fiscal year ending December 31, 2020, and until her successor is duly elected and qualified, or until her earlier resignation, death, or removal.

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

Ms. Jackson 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. Ms. Jackson 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 October 9, 2020, the Company issued a press release announcing Ms. Jackson’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 October 9, 2020, issued by American Well Corporation.

SIGNATURES

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

Date: October 9, 2020

AMERICAN WELL CORPORATION
By:	/s/ Bradford Gay
	Bradford Gay
	Senior Vice President & General Counsel

EX-99.1

Exhibit 99.1

Amwell Announces Appointment of Deborah C. Jackson to its Board of Directors

Boston, MA., October 9, 2020 – Amwell^®, (NYSE: AMWL) (the “Company”) a national telehealth leader, today announced the appointment of Ms. Deborah C. Jackson to the Company’s Board of Directors, effective immediately.

“We are thrilled to welcome Deborah to our Board of Directors,” said Ido Schoenberg, Chairman and Co-CEO, Amwell. “Deborah brings a powerful, independent, and unique voice to our Boardroom. She is a reputable, mature leader with deep industry experience as a successful operator. Deborah is also a trusted and well-established fiduciary on several world class boards. I am confident that she will provide valuable perspectives and have an important impact on our team as we embark on our next chapter as a newly public company.”

Ms. Jackson joins Amwell with over 30 years of leadership experience across a number of leading institutions. In her current role, Ms. Jackson serves as the President of Cambridge College in Boston. Prior to that, she served for nearly a decade as CEO of the American Red Cross of Eastern Massachusetts, one of the nation’s largest Red Cross units. Earlier in her career, Ms. Jackson was Vice President of the Boston Foundation, as well as Senior Vice President at Boston Children’s Hospital, and President and CEO of Morgan Memorial Goodwill Industries, Inc. Throughout her career, Ms. Jackson has served and continues to serve on numerous commissions, task forces, and boards including her role as Lead Director for Eastern Bank. Jackson has also been the recipient of numerous awards, of highlight is her induction into the Greater Boston Chamber of Commerce Academy of Distinguished Bostonians.

“I am honored to join the Amwell team as the Company enters its next phase of growth and impact, focusing on bringing innovative digital health solutions to providers, patients, and health plans across the globe,” said Deborah Jackson.

About Amwell

Amwell is a leading telehealth 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 telehealth 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 telehealth 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, and The Exchange 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 the prospectus for our IPO 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.

Contact:

Holly Spring

781-888-8219 press@amwell.com

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