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): July 27, 2021

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 3.02 Unregistered Sales of Equity Securities.

On July 27, 2021, American Well Corporation (the “Company”) agreed to acquire Conversa Health, Inc. (“Conversa”) pursuant to an Agreement and Plan of Merger, by and among the Company, Conversa, Copernicus Merger Subsidiary Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Copernicus Merger Sub”), Copernicus Merger Sister Subsidiary, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Copernicus Sister Sub”), and the Securityholder Representative (the “Conversa Agreement”). Under the Conversa Agreement, Copernicus Merger Sub will merge with and into Conversa, with Conversa as the temporary surviving corporation, which will be immediately followed by Conversa merging with and into Copernicus Sister Sub, with Copernicus Sister Sub surviving as a wholly owned subsidiary of the Company (the “Conversa Transaction”). On July 28, 2021, the Company also agreed to acquire SilverCloud Health Holdings Inc. (“SilverCloud”) pursuant to an Agreement and Plan of Merger, by and among the Company, SilverCloud, Shannon Merger Subsidiary Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Shannon Merger Sub”), Shannon Merger Sister Subsidiary, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Shannon Sister Sub”), and the Securityholder Representative (the “SilverCloud Agreement”). Under the SilverCloud Agreement, Shannon Merger Sub will merge with and into SilverCloud, with SilverCloud as the temporary surviving corporation, which will be immediately followed by SilverCloud merging with and into Shannon Sister Sub, with Shannon Sister Sub surviving as a wholly owned subsidiary of the Company (the “SilverCloud Transaction” and together with the Conversa Transaction, the “Transactions”). The combined aggregate purchase price for the Transactions is approximately $320 million in cash and stock, plus the potential earn-outs described below of up to $70 million.

As a portion of the consideration for the Transactions, the Company has agreed to issue approximately 12.3 million shares of the Company’s Class A common stock, $0.01 par value (“Common Stock”), valued at the closing reference price of $11.81, which is equal to the average trading price of the Common Stock on the New York Stock Exchange (“NYSE”) for the 30 day calendar period ended July 27, 2021, to the equity holders of each of Conversa and SilverCloud upon consummation of each of the Transactions, subject to certain closing conditions. The Company also agreed to issue additional shares of Common Stock if certain operational and performance targets are met by each of Conversa and SilverCloud. The Common Stock issued for the operational earn-out and the performance earn-outs will be valued based on the average trading price of the Common Stock on the NYSE for the 30 day calendar period ending on the earn-out dates (as defined in each of the Agreements). The actual number of shares that will be issued to the equity holders of each of Conversa and SilverCloud under the earn-outs, if any, will depend on the extent of fulfillment of the earn-out performance targets at the time of calculation of the earn-out. The parties expect that the Transactions, which are subject to customary closing conditions, will close in the third quarter of 2021.

All of the securities that will be issued in the Transactions will be issued by the Company in reliance upon the exemption from registration available under Section 4(a)(2) of the Securities Act of 1933 (as amended, the “Securities Act”), including Regulation D promulgated thereunder. The Company did not engage in any form of general solicitation or general advertising in connection with the transaction. Each stockholder of Conversa and SilverCloud receiving securities will represent that it was an “accredited investor” as defined in the Securities Act and that it will be acquiring such securities for its own account and not for distribution. All certificates representing the securities issued will have a legend imprinted on them stating that the shares have not been registered under the Securities Act and cannot be transferred until properly registered under the Securities Act or an exemption applies.

Item 7.01 Regulation FD Disclosure.

On July 28, 2021, the Company issued a press release regarding the Transactions. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference. A copy of the investor presentation, dated July 28, 2021, is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The information in this Item 7.01 of Form 8-K and the attached Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 Exchange Act (as amended, the “Exchange Act”) or otherwise subject to the liability that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as expressly set forth by special reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press release, dated July 28, 2021, issued by the Company
99.2	Investor Presentation, dated July 28, 2021

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: July 28, 2021

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

EX-99.1

Exhibit 99.1

Amwell Enhances Virtual Care Platform with Two Acquisitions: SilverCloud Health and Conversa Health

Transactions Advance Amwell’s Strategy to Enable Health Systems’ and Health Plans’ Telehealth Programs with Ongoing Organic and Inorganic Platform Enhancements

Acquisitions Bring Proven Longitudinal Care and Behavioral Healthcare Capabilities, Expanding Amwell’s Ability to Improve Patient Care Between Visits Using Interactive Technologies

Boston, MA. July 28, 2021 –Amwell^®, (NYSE: AMWL) a national telehealth leader, today announced that it has signed definitive agreements to acquire SilverCloud Health, a leading digital mental health platform, and Conversa Health, a leader in automated virtual healthcare. By adding the technology of these two companies to its virtual care platform, Amwell is greatly enhancing the differentiated value it can bring to current and future clients. Each company brings unique, proven capabilities that will position Amwell to materially advance the reach and impact of care teams on patients’ lives through the use of interactive tools that strengthen the cohesion between physical and virtual care.

“We believe that future care delivery will inevitably blend in-person, virtual and digital care experiences; and as such, we are uniquely building a global platform to support such advanced, coordinated care,” said Ido Schoenberg, Chairman and Co-CEO, Amwell. “By integrating SilverCloud Health and Conversa Health into our platform we are demonstrating Amwell’s fundamental and repeatable design to continually scale digital healthcare services across the different sites of care. These acquisitions will amplify the presence and reach of care teams and reaffirm that as the needs of the healthcare marketplace evolve, so too will the Amwell platform.”

Both SilverCloud Health and Conversa Health have shown they can enable a more efficient blend of in-person, virtual and digital care, and in turn have helped to lower operational and healthcare costs, as well as advanced care outcomes. With these acquisitions and in partnership with those on its platform, Amwell can accelerate its work to redefine the practice of medicine to include always-on healthcare companionship that makes the balance and transition between interactive, digital and in-person care more fluid.

SilverCloud Health: SilverCloud Health delivers a range of digital cognitive behavioral health programs that are evidence-based and clinically validatedⁱ. These programs have shown results equivalent to face-to-face care for the 1 in 5 people with a diagnosable mental health condition and have helped over 65 percentⁱⁱ of patient, member, and employee users to experience significant decreases in depression and anxiety symptoms. Used globally by more than 300 organizations including Kaiser-Permanente, Optum, Providence Health and over 80 percent of the U.K.’s National Health Service mental health services, Amwell will leverage SilverCloud Health’s award-winning platform and more than 17 years of clinical research to enrich its own behavioral health offerings, as well as to develop new digital specialty care programs.

Conversa Health: Conversa Health helps leading healthcare organizations including Northwell Health, UCSF Health, UNC Health, University Hospitals and Prisma Health to remotely manage and engage patients by delivering configurable, automated text-based conversations to support a wide range of clinical needs – from pre-admission patient education and preparedness to post-acute monitoring, to chronic care management and more. The core technology of Conversa Health extends health system care teams by using automated patient interactions to ensure patients stay on track before and after live or virtual visits. Amwell will leverage Conversa Health’s proprietary patient profiling and health signals engine and library of evidence-based digital pathways to advance initiatives aimed at longitudinal care, clinical quality and population health. Using automated patient outreach and engagement tools alongside care management teams, Amwell clients will benefit from improved care coordination, cost management, patient experience and outcomes.

In addition to the above, the Conversa Health and SilverCloud Health acquisitions will help Amwell realize value in a number of key ways:

• Advanced Platform Offerings — The combined company will seek to pioneer new digital care workflows and programs to improve patient engagement and care team reach, as well as to advance care delivery outcomes. Initial efforts will focus on virtual care automation and patient companionship to advance longitudinal care, behavioral health, and other specialty and chronic care segments.

• Accelerated Growth Opportunity in New Markets — Amwell will expand its current client base to include hospital, health system, health plan and employer clients of Conversa Health and SilverCloud Health. The geographical footprint of SilverCloud Health will also help Amwell to accelerate its global growth plans, specifically within the United Kingdom and Ireland.

“There is a tremendous unmet need for mental health solutions in today’s world. While SilverCloud Health’s mental health programs have been used to support over 750,000 people to date, in partnership with more than 300 organizations globally including The Irish Health Service Executive and over 80% of the U.K.’s NHS mental health services, our work has only just begun,” said Ken Cahill, CEO of SilverCloud Health. “We are delighted that the next chapter will be from the Amwell platform. The reach of Amwell provides us with the access and resources to become the true global leader of digital mental health care delivery. The SilverCloud team has worked tirelessly for over a decade, and today becoming part of Amwell enables us to scale against our vision of effective mental healthcare for all.”

“Conversa Health pioneered automated virtual care to transform traditional care delivery and dramatically improve patient access, experience, and outcomes while lowering cost,” said Murray Brozinsky, CEO of Conversa Health. “We’re thrilled to join forces with Amwell, the clear telehealth platform leader, and together to usher in the hybrid care delivery model of the future. Blending physical, virtual, and automated care is a game changer for patients and providers alike. This is a big step for Conversa, and a giant leap for healthcare.”

Aggregate purchase price for SilverCloud and Conversa is approximately $320 million and Amwell expects to fund the transactions using a mix of stock and cash. On a standalone basis and excluding any deferred revenue write downs, aggregated 2021 calendar revenue of Conversa and SilverCloud is expected to be approximately $15 million with an anticipated revenue growth rate of approximately 100% in 2022. The parties expect the transactions, which are subject to customary closing conditions, to close in Q3 2021. Further details regarding the acquisitions will be reported on a Form 8-K filing that will be filed with the Securities and Exchange Commission today.

Barclays acted as exclusive financial advisor and Ropes & Gray LLP acted as legal counsel to Amwell on both Transactions. Cantor Fitzgerald & Co. Acted as exclusive financial advisor to Silver Cloud Health.

To learn more please visit: https://business.amwell.com/

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, Converge 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 Form 10-K filed with the SEC on March 26, 2021. 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.

ⁱ  Richards, D., Enrique, A., Eilert, N. et al. A pragmatic randomized waitlist-controlled effectiveness and cost-effectiveness trial of digital interventions for depression and anxiety. npj Digit. Med. 3, 85 (2020). https://doi.org/10.1038/s41746-020-0293- https://www.nature.com/articles/s41746-020-0293-8

ⁱⁱ  Percentage represents data from Coversa Health’s internal analytics team which assesses user outcomes based on platform data.

EX-99.2

Amwell Acquisition Summaries of: 1) Silver Cloud Heath and, 2) Conversa Health July 28, 2021 Exhibit 99.2

AMWELL PRODUCT OFFERING APPS CAREPOINTS SERVICES PROGRAMS & MODULES PLATFORM IMPROVED OUTCOMES LONGITUDINAL AUTOMATION BEHAVIORAL HEALTH AUTOMATION

SilverCloud – Overview and Strategic Rationale for Acquisition OVERVIEW Digital behavioral health platform that delivers evidence-based and clinically validated solutions that improve patient outcomes Validated outcomes from over 700,000 SilverCloud users Asynchronous delivery and coaching model significantly increases access & scale to behavioral health solutions at reduced costs Primarily serves providers, health plans, and employers Platform offers variety of clinical programs, well-being programs, and self-care programs Current clinical programs include: Depression, Anxiety, Insomnia, Chronic Pain and Diabetes Founded in 2012; based in Boston, MA STRATEGIC RATIONALE Simultaneous acquisitions of Conversa and SilverCloud intentional – Conversa will accelerate SilverCloud growth Validated outcomes data to justify ROI of the platform to customers is differentiating Combination allows Amwell to offer a full stack solution to its customers in the behavioral health space, from low- to high-acuity Complements Aligned's Psychiatric offering; Amwell’s existing network of therapists will be able to deploy SilverCloud’s products

Conversa – Overview and Strategic Rationale for Acquisition Virtual care platform that helps monitor and coach patients through automated touch points, digital check-ins, and clinical alerts, in order to influence patient behaviors and outcomes Primarily serves hospital systems Platform currently offers programs for pre- & post-procedures, chronic care, post-acute/oncology, and prevention/wellness Founded in 2014; Headquartered in Portland, OR STRATEGIC RATIONALE Automates delivery of virtual care as patient travels on their healthcare journey / process Intentional strategy to simultaneously acquire both Silver Cloud and Conversa as significant number of behavioral situations identified by Conversa health companion Addition of Conversa to Amwell Converge platform accelerates our ability to improve patient care by moving from episodic interactions to full-journey high-touch relationships Brings Amwell closer to vision of offering comprehensive, asynchronous, longitudinal care platform – consolidating point solutions for our clients Conversa's constant touchpoints with patient will drive more telehealth visit volume over time Capability addresses a clear unmet need for Amwell’s hospital systems customers OVERVIEW

Transaction Overview and Financial Profiles $320M aggregate purchase price paid 50/50% in cash and AMWL stock Potential additional earnouts based on operational and 2022 GAAP Revenue milestones Estimated to close in Q3 FINANCIAL PROFILE ~92% aggregate recurring revenue 70% aggregate gross margins $15M estimated aggregate 2021 standalone revenue (excludes M&A deferred revenue write-down) Due to deferred revenue write-down and end of Q3 close, minimal to zero 2021 GAAP revenue contribution to AMWL 100% estimated revenue growth rate in 2022 with near-full amount GAAP recognized by AMWL 140%+ aggregate dollar based net revenue retention SilverCloud revenue 75% in EU, 25% in US 200+ aggregate customers with majority from Health Systems Majority of combined revenue from Health Systems followed by Health Plans Timing of close and purchase accounting impact of deferred revenue write-down will impact 2021 and 2022 GAAP revenue and EBITDA contribution. Additional details will be incorporated into guidance once the transactions have closed. TRANSACTION OVERVIEW

Forward-Looking Statements This presentation 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 presentation, 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 presentation. 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. Non-GAAP Financial Measures To supplement our financial information presented in accordance with generally accepted accounting principles in the United States, of US GAAP, we use adjusted EBITDA, which is a non-U.S GAAP financial measure to clarify and enhance an understanding of past performance. We believe that the presentation of adjusted EBITDA enhances an investor’s understanding of our financial performance. We further believe that adjusted EBITDA is a useful financial metrics to assess our operating performance from period-to-period by excluding certain items that we believe are not representative of our core business. We use certain financial measures for business planning purposes and in measuring our performance relative to that of our competitors. We utilize adjusted EBITDA as the primary measure of our performance. We calculate adjusted EBITDA as net loss adjusted to exclude (i) interest income and other income, net, (ii) tax benefit and expense, (iii) depreciation and amortization, (iv) stock-based compensation expense, (v) public offering expenses, (vi) acquisition-related income and expenses, (vii) litigation expenses related to the defense of our patents in the patent infringement claim filed by Teladoc and (viii) other items affecting our results that we do not view as representative of our ongoing operations, including direct and incremental expenses associated with the COVID-19 pandemic. We believe adjusted EBITDA is a commonly used by investors to evaluate our performance and that of our competitors. However, our use of the term adjusted EBITDA may vary from that of others in our industry. Adjusted EBITDA should not be considered as an alternative to net loss before taxes, net loss, loss per share or any other performance measures derived in accordance with U.S. GAAP as measures of performance. Adjusted EBITDA has important limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of the limitations of adjusted EBITDA include (i) adjusted EBITDA does not properly reflect capital commitments to be paid in the future, and (ii) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and adjusted EBITDA does not reflect these capital expenditures. Our IPO and acquisition-related expenses, including legal, accounting and other professional expenses, reflect cash expenditures and we expect such expenditures for acquisitions to recur from time to time. Our adjusted EBITDA may not be comparable to similarly titled measures of other companies because they may not calculate adjusted EBITDA in the same manner as we calculate the measure, limiting its usefulness as a comparative measure. In evaluating adjusted EBITDA, you should be aware that in the future we will incur expenses similar to the adjustments in this presentation. Our presentation of adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these expenses or any unusual or non-recurring items. Adjusted EBITDA should not be considered as an alternative to loss before benefit from income taxes, net loss, earnings per share, or any other performance measures derived in accordance with U.S. GAAP. When evaluating our performance, you should consider adjusted EBITDA alongside other financial performance measures, including our net loss and other GAAP results. Other than with respect to GAAP Revenue, the Company only provides guidance on a non-GAAP basis. The Company does not provide a reconciliation of forward-looking Adjusted EBITDA (non-GAAP) to GAAP net income (loss), due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation because other deductions (such as COVID expenses and acquisition related expenses) used to calculate projected net income (loss) vary dramatically based on actual events, the Company is not able to forecast on a GAAP basis with reasonable certainty all deductions needed in order to provide a GAAP calculation of projected net income (loss) at this time. The amount of these deductions may be material and, therefore, could result in projected GAAP net income (loss) being materially less than projected Adjusted EBITDA (non-GAAP). Disclaimer