UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported) August 16, 2021 (
(Exact name of registrant as specified in its charter)
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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 August 13, 2021, Teladoc Health, Inc. (the “Company”) entered into separate, privately negotiated exchange agreements (the “Agreements”) with certain holders of the Company’s 1.375% Convertible Senior Notes due 2025 (the “2025 Notes”). Pursuant to the Agreements, a total of $774,000 aggregate principal amount of 2025 Notes will be exchanged for an aggregate of 14,593 shares of the Company’s common stock, par value $0.001 per share (the “Exchange Shares”; and the exchange of the 2025 Notes for the Exchange Shares, the “Exchange Transactions”). The Company anticipates that the closing of the Exchange Transactions will occur on or about August 17, 2021, subject to the satisfaction of certain closing conditions. Following consummation of the Exchange Transactions, it is expected that $938,000 aggregate principal amount of 2025 Notes will be outstanding.
The issuance of the Exchange Shares will be made in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). Each holder of the 2025 Notes that participated in the Exchange Transactions represented to the Company that it was an “institutional accredited investor” within the meaning of Rule 501 promulgated under the Securities Act and a “qualified institutional buyer” within the meaning of Rule 144A promulgated under the Securities Act.
This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
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.
| TELADOC HEALTH, INC. | |||
| Date: August 16, 2021 | By: | /s/ Adam C. Vandervoort | |
| Name: | Adam C. Vandervoort | ||
| Title: | Chief Legal Officer and Secretary | ||