As filed with the Securities and Exchange Commission on December
7, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT
OF 1933
SOC TELEMED, INC.
(Exact name of registrant as specified in its
charter)
Delaware
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84-3131208
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1768 Business Center Drive, Suite 100
Reston, Virginia 20190
(866) 483-9690
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Christopher M. Gallagher
Chief Executive Officer
1768 Business Center Drive, Suite 100
Reston, Virginia 20190
(866) 483-9690
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
With copies to:
Peter M. Lamb, Esq.
William L. Hughes, Esq.
Orrick, Herrington & Sutcliffe LLP
The Orrick Building
405 Howard Street
San Francisco, California 94105
(415) 773-5700
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Eunice J. Kim, Esq.
General Counsel
SOC Telemed, Inc.
1768 Business Center Drive, Suite 100
Reston, Virginia 20190
(866) 483-9690
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule
413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title
of each class of securities to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering
price
per
security(1)
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Proposed
maximum
aggregate
offering
price(1)
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Amount
of
registration
fee
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Class
A Common Stock, $0.0001 par value per share
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Preferred
Stock, $0.0001 par value per share
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Debt
Securities
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Warrants
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Units
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TOTAL
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$
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100,000,000
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$
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9,270
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(1)
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Pursuant to General Instruction
II.D. of Form S-3, this information is not required to be included. An indeterminate amount of the securities of each identified class
is being registered as may from time to time be offered hereunder at indeterminate prices, along with an indeterminate number of securities
that may be issued upon exercise, settlement, exchange or conversion of securities offered or sold hereunder as shall have an aggregate
initial offering price not to exceed $100,000,000. If any debt securities are issued at an original issue discount, then the principal
amount of such debt securities shall be in such greater amount as shall result in an aggregate initial offering price not to exceed $100,000,000,
less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered under this registration statement
may be sold separately or as units with other securities registered under this registration statement. Pursuant to Rule 416 under the
Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional securities
that may be offered or issued in connection with any stock split, stock dividend or pursuant to anti-dilution provisions of any of the
securities. Separate consideration may or may not be received for securities that are issuable upon conversion, exercise or exchange
of other securities. In addition, the total amount to be registered and the proposed maximum aggregate offering price are estimated solely
for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.
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The registrant hereby amends this
registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further
amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this
preliminary prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with
the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not
soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED DECEMBER 7, 2021
PROSPECTUS
$100,000,000
SOC Telemed,
Inc.
Class A Common
Stock
Preferred Stock
Debt Securities
Warrants
Units
From time to time,
we may offer and sell up to an aggregate of $100,000,000 of any combination of the securities described in this prospectus in one or
more offerings. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any
securities registered hereunder, including any applicable antidilution provisions. We may offer the securities separately or together,
in separate classes, series and in amounts, at prices and on terms that will be determined at the time the securities are offered.
This prospectus
provides a general description of the securities we may offer. Each time we offer securities, we will provide the specific terms and
amounts of the securities being offered, and any other information relating to the specific offering, in a supplement to this prospectus.
We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus
supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should
carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents
incorporated by reference, before you invest in any of the securities being offered. This prospectus may not be used to sell our securities
unless accompanied by a prospectus supplement.
Our Class A common
stock is traded on the Nasdaq Global Select Market under the symbol “TLMD.” The last reported sale price of our Class A common
stock on December 6, 2021, was $2.01 per share. The applicable prospectus supplement will contain information, where applicable,
as to any other listing, if any, of the securities covered by the applicable prospectus supplement.
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.
We may offer and
sell our securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on an immediate, continuous
or delayed basis. The names of any underwriters, dealers or agents and the terms of the arrangements with such entities will be stated
in the accompanying prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan
of Distribution” for more information.
Investing
in our securities involves risks. See the section entitled “Risk Factors”
beginning on page 2 of this prospectus as well as those contained in the applicable prospectus supplement and any related free
writing prospectus, and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement
to read about factors you should consider before buying our securities.
Neither the Securities
and Exchange Commission nor any state securities commission 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 , 2021.
TABLE OF CONTENTS
We are responsible
for the information contained and incorporated by reference in this prospectus, in any accompanying prospectus supplement, and in any
related free writing prospectus we prepare or authorize. We have not authorized anyone to give you any other information, and we take
no responsibility for any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations
of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whom it is unlawful to direct
these types of activities, then the offer presented in this document does not extend to you. The information contained in this document
speaks only as of the date of this document, unless the information specifically indicates that another date applies. Neither the delivery
of this prospectus or any accompanying prospectus supplement, nor any sale of securities made under these documents, will, under any
circumstances, create any implication that there has been no change in our affairs since the date of this prospectus, any accompanying
prospectus supplement or any free writing prospectus we may provide you in connection with an offering or that the information contained
or incorporated by reference is correct as of any time subsequent to the date of such information. You should assume that the information
in this prospectus or any accompanying prospectus supplement, as well as the information incorporated by reference in this prospectus
or any accompanying prospectus supplement, is accurate only as of the date of the documents containing the information, unless the information
specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed
since those dates.
ABOUT THIS PROSPECTUS
This prospectus
is part of a registration statement we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf”
registration process. Under this process, we may sell any combination of the securities described in this prospectus from time to time
in one or more offerings as described in this prospectus. Before purchasing any securities, you should read this prospectus and any applicable
prospectus supplement together with the additional information described under the heading “Where You Can Find Additional Information”
and “Incorporation of Certain Information by Reference.”
This prospectus
only provides you with a general description of the securities we may offer. Each time we offer a type or series of securities under
this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of the offering,
including the specific amounts, prices and terms of the securities offered. We may also authorize one or more free writing prospectuses
to be provided to you that may contain material information relating to these offerings. This prospectus may not be used to sell our
securities unless accompanied by a prospectus supplement. Each such prospectus supplement and any free writing prospectus that we may
authorize to be provided to you may also add, update or change information contained in this prospectus or in documents incorporated
by reference into this prospectus. If this prospectus is inconsistent with the prospectus supplement, you should rely upon the prospectus
supplement or free writing prospectus, as applicable.
This prospectus
contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents
for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents
referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which
this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find
Additional Information.”
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. We have not 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,
and the term “securities” refers collectively to our Class A common stock, preferred stock, debt securities, warrants or
any combination of the foregoing securities.
ABOUT THE COMPANY
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.
Implications of Being an Emerging
Growth Company
As a company with
less than $1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in
the Jumpstart Our Business Startups Act (“JOBS Act”) enacted in April 2012. An emerging growth company may take advantage
of reduced reporting requirements that are otherwise applicable to public companies. These provisions include:
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not
being required to comply for a certain period of time with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley
Act”);
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reduced
disclosure obligations regarding executive compensation in our periodic reports, proxy statements
and registration statements; and
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exemptions
from the requirements of holding a stockholder advisory vote on executive compensation and
any golden parachute payments not previously approved.
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We may take advantage
of these provisions until the last day of our fiscal year following the fifth anniversary of the closing of HCMC’s initial public
offering. However, if certain events occur prior to the end of such five-year period, including if: (i) we become a “large
accelerated filer,” with at least $700 million of equity securities held by non-affiliates; (ii) our annual gross revenues
exceed $1.07 billion; or (iii) we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to
be an emerging growth company prior to the end of such five-year period.
We have elected
to take advantage of certain of the reduced disclosure obligations in this prospectus and in the registration statement of which this
prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information
in this prospectus and that we provide to our stockholders in the future may be different from what you might receive from other public
reporting companies in which you hold equity interests.
In addition, pursuant
to the JOBS Act, as an emerging growth company we have elected to take advantage of an extended transition period for complying with
new or revised accounting standards. This effectively permits us to delay adoption of certain accounting standards until those standards
would otherwise apply to private companies. As a result, our consolidated financial statements may not be comparable to the financial
statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable
to public companies, which may make our securities less attractive to investors.
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.
CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS
This prospectus,
any prospectus supplement and any related free writing prospectus, including the information incorporated by reference herein and therein,
contain 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.
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, any prospectus supplement and any related free writing prospectus, including the information
incorporated by reference herein and therein, 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.
USE OF PROCEEDS
Unless otherwise
indicated in a prospectus supplement, we intend to use the net proceeds from the sale of securities offered by this prospectus and any
applicable prospectus supplement for general corporate purposes. Pending our use of proceeds from a sale of securities, we intend to
invest the net proceeds in a variety of capital preservation instruments, including short-term, investment-grade, interest-bearing instruments
and government securities.
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
|
)
|
|
(a), (g), (h)
|
|
|
72,265
|
|
Change
in fair value of contingent consideration
|
|
|
(3,265
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
(3,265
|
)
|
Total
operating expenses
|
|
|
61,722
|
|
|
|
7,968
|
|
|
|
(690
|
)
|
|
|
|
|
69,000
|
|
Loss from
operations
|
|
|
(40,522
|
)
|
|
|
(4,967
|
)
|
|
|
690
|
|
|
|
|
|
(44,799
|
)
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on contingent shares issuance
liabilities
|
|
|
9,725
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
9,725
|
|
Interest expense
|
|
|
(5,047
|
)
|
|
|
(30
|
)
|
|
|
(1,829
|
)
|
|
(b), (c)
|
|
|
(6,906
|
)
|
Interest
expense - related party
|
|
|
(2,026
|
)
|
|
|
-
|
|
|
|
(456
|
)
|
|
(d)
|
|
|
(2,482
|
)
|
Total
other income
|
|
|
2,652
|
|
|
|
(30
|
)
|
|
|
(2,285
|
)
|
|
|
|
|
337
|
|
Loss before
income taxes
|
|
|
(37,870
|
)
|
|
|
(4,997
|
)
|
|
|
(1,595
|
)
|
|
|
|
|
(44,462
|
)
|
Income
tax expense (benefit)
|
|
|
(171
|
)
|
|
|
-
|
|
|
|
241
|
|
|
(e)
|
|
|
70
|
|
Net loss
and comprehensive loss
|
|
|
(37,699
|
)
|
|
|
(4,997
|
)
|
|
|
(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.
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4(g)
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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.
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4(h)
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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.
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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.
The
particular terms of any series of preferred stock to be offered by this prospectus will be set forth in the prospectus supplement relating
to the offering. The description of the terms of a particular series of preferred stock that will be set forth in the applicable prospectus
supplement does not purport to be complete and will be qualified in its entirety by reference to the certificate of designation relating
to the series. We urge you to read the applicable prospectus supplements and any related free writing prospectuses related to the preferred
stock that we may offer under this prospectus, as well as the complete certificate of designation that contains the terms of the particular
series of preferred stock.
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”);
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an
affiliate of an interested stockholder; or
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an
associate of an interested stockholder, for three years following the date that the stockholder
became an interested stockholder.
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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:
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the
corporation’s board of directors approves the transaction that made the stockholder
an “interested stockholder,” prior to the date of the transaction;
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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
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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.
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In
addition, the charter provides for certain other provisions that may have an anti-takeover effect:
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a
classified board of directors whose members serve staggered three-year terms;
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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;
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a
limitation on the ability of, and providing indemnification to, our directors and officers;
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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;
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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;
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a
prohibition on cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
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a
requirement that our directors may be removed only for cause and by a majority vote of the
stockholders;
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a
prohibition on stockholder action by written consent;
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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
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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.
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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.” The applicable prospectus supplement will contain information, where
applicable, as to any other listing, if any, on the Nasdaq or other exchange, of the preferred stock covered by such prospectus supplement.
DESCRIPTION
OF DEBT SECURITIES
We
may issue debt securities from time to time, in one or more series, as either senior or subordinated debt. The debt securities that are
sold may be exchangeable for and/or convertible into shares of Class A common stock or any of the other securities that may be sold under
this prospectus. The debt securities will be issued under one or more separate indentures between us and a designated trustee. We will
include in a prospectus supplement the specific terms of each series of senior or subordinated debt securities being offered, including
the terms, if any, on which a series of senior or subordinated debt securities may be convertible into or exchangeable for other securities.
In addition, the material terms of any indenture, which will govern the rights of the holders of our senior or subordinated debt securities
will be set forth in the applicable prospectus supplement.
We
urge you to read the applicable prospectus supplements and any related free writing prospectuses related to the debt securities that
we may offer under this prospectus, as well as the complete indenture that contains the terms of the debt securities.
DESCRIPTION
OF WARRANTS
We
may issue warrants to purchase our debt or equity securities or securities of third parties or other rights, including rights to receive
payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices,
or any combination of the foregoing. We may issue the warrants independently or together with any underlying securities, and the warrants
may be attached to or separate from the underlying securities. Each series of warrants will be issued under a separate warrant agreement
to be entered into between us and the investors or a warrant agent. The terms of any warrants to be issued and a description of the material
provisions of the applicable warrant agreement will be set forth in the applicable prospectus supplement.
We
urge you to read the applicable prospectus supplements and any related free writing prospectuses related to the warrants that we may
offer under this prospectus, as well as the complete warrant agreements and warrant certificates that contain the terms of the warrants.
DESCRIPTION
OF UNITS
We
may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series. We
may evidence each series of units by unit certificates that we will issue under a separate agreement. We may enter into unit agreements
with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate the name and address of the unit
agent in the applicable prospectus supplement relating to a particular series of units.
We
urge you to read the applicable prospectus supplement and any related free writing prospectus, as well as the complete unit certificate
that contains the terms of the units.
PLAN
OF DISTRIBUTION
We
may sell our securities from time to time in one or more transactions. We may sell our securities to or through agents, underwriters,
dealers, remarketing firms or other third parties or directly to one or more purchasers or through a combination of any of these methods.
In some cases, we or dealers acting with us or on behalf of us may also purchase our securities and reoffer them to the public. We may
also offer and sell, or agree to deliver, our securities pursuant to, or in connection with, any option agreement or other contractual
arrangement.
Agents
whom we designate may solicit offers to purchase our securities.
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We
will name any agent involved in offering or selling our securities, and disclose any commissions that we will pay to the agent, in the
applicable prospectus supplement.
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Unless
we indicate otherwise in the applicable prospectus supplement, agents will act on a best efforts basis for the period of their appointment.
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Agents
may be deemed to be underwriters under the Securities Act of any of our securities that they offer or sell.
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We
may use an underwriter or underwriters in the offer or sale of our securities.
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If
we use an underwriter or underwriters, we will execute an underwriting agreement with the underwriter or underwriters at the time that
we reach an agreement for the sale of our securities.
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We
will include the names of the specific managing underwriter or underwriters, as well as the names of any other underwriters, and the
terms of the transactions, including the compensation the underwriters and dealers will receive, in the applicable prospectus supplement.
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The
underwriters will use the applicable prospectus supplement, together with the prospectus, to sell our securities.
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We
may use a dealer to sell our securities.
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If
we use a dealer, we will sell our securities to the dealer, as principal.
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The
dealer will then sell our securities to the public at varying prices that the dealer will determine at the time it sells our securities.
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We
will include the name of the dealer and the terms of the transactions with the dealer in the applicable prospectus supplement.
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We
may solicit directly offers to purchase our securities, and we may directly sell our securities to institutional or other investors.
We will describe the terms of direct sales in the applicable prospectus supplement.
We
may engage in at-the-market offerings into an existing trading market in accordance with Rule 415(a)(4) of the Securities Act.
We
may indemnify agents, underwriters and dealers against certain liabilities, including liabilities under the Securities Act. Agents, underwriters
and dealers, or their affiliates, may be customers of, engage in transactions with or perform services for us or our respective affiliates,
in the ordinary course of business.
We
may authorize agents and underwriters to solicit offers by certain institutions to purchase our securities at the public offering price
under delayed delivery contracts.
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If
we use delayed delivery contracts, we will disclose that we are using them in the prospectus supplement and will tell you when we will
demand payment and when delivery of our securities will be made under the delayed delivery contracts.
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These
delayed delivery contracts will be subject only to the conditions that we describe in the prospectus supplement.
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We
will describe in the applicable prospectus supplement the commission that underwriters and agents soliciting purchases of our securities
under delayed delivery contracts will be entitled to receive.
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Unless
otherwise specified in connection with a particular underwritten offering of our securities, the underwriters will not be obligated to
purchase offered securities unless specified conditions are satisfied, and if the underwriters do purchase any offered securities, they
will purchase all offered securities.
In
connection with underwritten offerings of the offered securities and in accordance with applicable law and industry practice, the underwriters
in certain circumstances are permitted to engage in certain transactions that stabilize the price of our securities. Such transactions
consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of our securities. If the underwriters create
a short position in our securities in connection with the offering (i.e., if they sell more securities than are set forth on the cover
page of the applicable prospectus supplement), the underwriters may reduce that short position by purchasing our securities in the open
market or as otherwise provided in the applicable prospectus supplement. The underwriters may also impose a penalty bid, whereby selling
concessions allowed to dealers participating in the offering may be reclaimed if the securities sold by them are repurchased in connection
with stabilization transactions. In general, purchases of a security for the purpose of stabilization or to reduce a short position could
cause the price of the security to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might
also have an effect on the price of our securities to the extent that it were to discourage resales of our securities. The underwriters
are not required to engage in these activities and may end any of these activities at any time.
We
may effect sales of securities in connection with forward sale, option or other types of agreements with third parties. Any distribution
of securities pursuant to any forward sale agreement may be effected from time to time in one or more transactions that may take place
through a stock exchange, including block trades or ordinary broker’s transactions, or through broker-dealers acting either as
principal or agent, or through privately negotiated transactions, or through an underwritten public offering, or through a combination
of any such methods of sale, at market prices prevailing at the time of sale, prices relating to such prevailing market prices or at
negotiated or fixed prices.
The
specific terms of the lock-up provisions, if any, in respect of any given offering will be described in the applicable prospectus supplement.
LEGAL
MATTERS
The
validity of the securities being offered by this prospectus will be passed upon for us by Orrick, Herrington & Sutcliffe LLP, San
Francisco, California. Additional legal matters may be passed upon for us or any underwriters, dealers or agents by counsel that we will
name in the applicable prospectus supplement.
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 securities covered by this
prospectus. This prospectus is a part of the registration statement and does not contain all the information in the registration statement.
Other documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement or documents
incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to a contract or other document
of ours, the reference is only a summary and you should refer to the exhibits that are a part of the registration statement for a copy
of the contract or other document.
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.
PART
II INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The
following table sets forth the estimated costs and expenses, other than underwriting discounts and commissions, in connection with the
issuance and distribution of the securities registered hereby.
|
|
Amount to be Paid
|
|
SEC registration fee
|
|
$
|
9,270
|
|
FINRA filing fee
|
|
|
15,500
|
|
Legal fees and expenses
|
|
|
**
|
|
Accounting fees and expenses
|
|
|
**
|
|
Printing fees
|
|
|
**
|
|
Transfer agent, trustee and warrant agent fees and expenses
|
|
|
**
|
|
Miscellaneous
|
|
|
**
|
|
Total
|
|
$
|
**
|
|
|
**
|
These
fees and expenses depend on the securities offered and the number of issuances and accordingly
cannot be estimated at this time. The applicable prospectus supplement will set forth the
estimated amount of expenses of any offering of securities.
|
Item 15. Indemnification of Directors and Officers.
Section
145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers
as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings
in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking
indemnification may be entitled under any bylaws, agreement, vote of stockholders or disinterested directors or otherwise. The registrant’s
amended and restated certificate of incorporation and amended and restated by-laws provide for indemnification by the registrant of its
directors and officers to the fullest extent permitted by the DGCL.
Section
102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not
be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for
liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for unlawful payments of dividends or unlawful
stock repurchases, redemptions or other distributions or (4) for any transaction from which the director derived an improper personal
benefit. The registrant’s amended and restated certificate of incorporation provides for such limitation of liability to the fullest
extent permitted by the DGCL.
The
registrant has entered into, and expects to continue to enter into, indemnification agreements with each of its directors and executive
officers. These agreements provide that the registrant will indemnify each of its directors and such officers to the fullest extent permitted
by law.
Certain
of the registrant’s non-employee directors may, through their relationships with their employers, be insured and/or indemnified
against certain liabilities incurred in their capacity as members of the registrant’s board of directors.
The
registrant also maintains standard policies of insurance under which coverage is provided to its directors and officers against loss
arising from claims made by reason of breach of duty or other wrongful act, while acting in their capacity as directors and officers
of the registrant.
In
any underwriting agreement or distribution agreement we may enter into in connection with the sale of the securities being registered
hereby, the underwriters or agents involved in the offering or sale may agree to indemnify, under certain conditions, us, our directors,
our officers and persons who control us within the meaning of the Securities Act, against certain liabilities.
Item 16. Exhibits.
Exhibit
Number
|
|
Exhibit
Title
|
1.1*
|
|
Form
of Underwriting Agreement
|
2.1†
|
|
Merger
Agreement, dated as of July 29, 2020, by and among Healthcare Merger Corp., Sabre Merger Sub I, Inc., Sabre Merger Sub II, LLC, and
Specialists On Call, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed
with the SEC on July 29, 2020).
|
2.2+
|
|
Membership
Interest and Stock Purchase Agreement, dated as of March 26, 2021, by and among SOC Telemed, Inc., Access Physicians Management Services
Organization, LLC, HEP AP-B Corp., Health Enterprise Partners III, L.P., the persons listed on Exhibit A thereto, and AP Seller Rep,
LLC, as representative of the sellers (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K,
filed with the SEC on March 30, 2021).
|
4.1
|
|
Second
Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K, filed with the SEC on November 5, 2020).
|
4.2
|
|
Amended
and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K,
filed with the SEC on November 5, 2020).
|
4.3
|
|
Specimen
Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (Registration
No. 333-235253), filed with the SEC on December 4, 2019).
|
4.4
|
|
Warrant
Agreement, dated December 12, 2019, between Continental Stock Transfer & Trust Company and Healthcare Merger Corp. (incorporated
by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 17, 2019).
|
4.5*
|
|
Form
of Certificate of Designation of Preferred Stock.
|
4.6
|
|
Form of Indenture.
|
4.7*
|
|
Form
of Note.
|
4.8*
|
|
Form
of Warrant Agreement and Warrant Certificate.
|
4.9*
|
|
Form
of Unit Agreement.
|
5.1
|
|
Opinion of Orrick, Herrington & Sutcliffe LLP.
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm of SOC Telemed, Inc.
|
23.2
|
|
Consent of Huselton, Morgan and Maultsby P.C., independent accounting firm of Access Physicians Management Services Organization, LLC.
|
23.3
|
|
Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1).
|
24.1
|
|
Powers of Attorney (included on signature page).
|
25.1**
|
|
Statement
of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Indenture.
|
|
*
|
To
be filed by amendment or incorporated by reference in connection with an offering of securities.
|
|
**
|
To
be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939 and Rule 5b-3 thereunder..
|
|
†
|
Schedules
to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The registrant hereby agrees to furnish supplementally
a copy of any omitted schedule to the SEC upon its request.
|
|
+
|
Certain
exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant hereby
agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.
|
Item 17. Undertakings.
|
(a)
|
The
undersigned registrant hereby undertakes:
|
|
(1)
|
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
|
(ii)
|
To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
|
|
(iii)
|
To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
|
provided,
however, that paragraphs (a)(1)(i), (ii) and (iii) above do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
|
|
(4)
|
That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
|
(A)
|
each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the registration statement; and
|
|
(B)
|
each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule
430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by
section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier
of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date.
|
|
(5)
|
That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser:
|
|
(i)
|
Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
|
(ii)
|
Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
|
|
(iii)
|
The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
|
|
(iv)
|
Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
|
(b)
|
The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
|
|
(c)
|
The
undersigned registrant hereby undertakes to file an application for the purpose of determining
the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture
Act in accordance with the rules and regulations prescribed by the Commission under section
305(b)(2) of the Trust Indenture Act.
|
|
(d)
|
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication
of such issue.
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Reston, Commonwealth of Virginia, on December 7, 2021.
|
SOC TELEMED,
INC.
|
|
|
|
|
By:
|
/s/
Christopher M. Gallagher
|
|
|
Christopher M. Gallagher
|
|
|
Chief Executive Officer and Director
|
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Christopher M. Gallagher,
David Mikula and Eunice J. Kim, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this registration statement, and any registration statement relating to the offering
covered by this registration statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with
exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done,
as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Christopher M. Gallagher
|
|
Chief Executive Officer
and Director
|
|
December 7, 2021
|
Christopher M. Gallagher
|
|
(Principal Executive
Officer)
|
|
|
|
|
|
|
|
/s/
David R. Fletcher
|
|
Interim Chief Financial
Officer
|
|
December 7, 2021
|
David R. Fletcher
|
|
(Principal Financial
and Accounting Officer)
|
|
|
|
|
|
|
|
/s/
Steven J. Shulman
|
|
Director
|
|
December 7, 2021
|
Steven J. Shulman
|
|
|
|
|
|
|
|
|
|
/s/
Barbara P. Byrne
|
|
Director
|
|
December 7, 2021
|
Barbara P. Byrne
|
|
|
|
|
|
|
|
|
|
/s/
Thomas J. Carella
|
|
Director
|
|
December 7, 2021
|
Thomas J. Carella
|
|
|
|
|
|
|
|
|
|
/s/
Gyasi C. Chisley
|
|
Director
|
|
December 7, 2021
|
Gyasi C. Chisley
|
|
|
|
|
|
|
|
|
|
/s/
Joseph P. Greskoviak
|
|
Director
|
|
December 7, 2021
|
Joseph P. Greskoviak
|
|
|
|
|
|
|
|
|
|
/s/
Amr Kronfol
|
|
Director
|
|
December 7, 2021
|
Amr Kronfol
|
|
|
|
|
|
|
|
|
|
/s/
Anne M. McGeorge
|
|
Director
|
|
December 7, 2021
|
Anne M. McGeorge
|
|
|
|
|
II-5
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