Current Report Filing (8-k)
06 Avril 2022 - 2:19PM
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2022-04-06
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2022-04-06
2022-04-06
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TLMD:WarrantsEachExercisableForOneShareOfClassCommonStockFor11.50PerShareMember
2022-04-06
2022-04-06
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April
6, 2022
SOC TELEMED, INC.
(Exact name of registrant as specified in its charter) |
Delaware |
|
001-39160 |
|
84-3131208 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
2411 Dulles Corner Park, Suite 475
Herndon, Virginia 20171
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: (866) 483-9690
Not Applicable
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
Class A Common Stock, par value of $0.0001 per share |
|
TLMD |
|
The Nasdaq Stock Market LLC |
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share |
|
TLMDW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Introductory Note
This Current Report on Form 8-K is being filed
in connection with the completion of the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as
of February 2, 2022 (the “Merger Agreement”), by and among SOC Telemed, Inc., a Delaware corporation (the “Company”),
Spark Parent, Inc., a Delaware corporation (“Parent”), and Spark Merger Sub, Inc., a Delaware corporation and a direct, wholly
owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are each a subsidiary of investment funds advised by Patient
Square Capital, L.P. (“Patient Square Capital”).
On April 6, 2022 (the “Closing Date”),
pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the
Merger as a direct, wholly owned subsidiary of Parent (the “Surviving Corporation”).
| Item 1.02 | Termination of a Material Definitive Agreement. |
The information set forth in the Introductory
Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
Termination of Existing Credit Facility
Effective as of April 6, 2022, the Company repaid
all amounts required to be paid in order to discharge the Company’s term loan facility (the “Existing Credit Facility”)
under that certain Loan and Security Agreement, dated as of March 26, 2021 (as amended, supplemented or otherwise modified from time to
time in accordance with the terms thereof, the “Term Loan Agreement”), by and among the Company and the other borrowers party
thereto, the lenders from time to time party thereto and SLR Investment Corp., as collateral agent, and terminated the Existing Credit
Facility. The Company was required to pay an early termination fee equal to $1.75 million in connection with the termination of the Existing
Credit Facility.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introductory
Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.
On the Closing Date, Parent completed the acquisition
of the Company through the Merger. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”),
each share of the Company’s Class A Common Stock, par value $0.0001 per share (“Company Common Stock”) (other than shares
of Company Common Stock (i) held by the Company or any of the Company’s direct or indirect wholly owned subsidiaries, (ii) owned
by Parent, Merger Sub or any of their affiliates, as of immediately prior to the Effective Time, (iii) bearing a legend that such share
is subject to forfeiture pursuant to the Agreement and Plan of Merger, dated as of July 29, 2020, by and among Healthcare
Merger Corp., a Delaware corporation (“HCMC”), 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, and the letter agreement dated as of July 29, 2020, between the Company and HCMC Sponsor LLC, or
(iv) owned by stockholders of the Company who have not voted in favor of the adoption and approval of the Merger Agreement and the transactions
contemplated thereby, including the Merger, or consented thereto in writing, and who have properly and validly exercised their statutory
rights of appraisal in respect of such shares of Company Common Stock in accordance with Section 262 of the General Corporation Law of
the State of Delaware), outstanding as of immediately prior to the Effective
Time was canceled and automatically converted into the right to receive an amount in cash equal to $3.00 (the “Merger Consideration”),
without any interest thereon and subject to any applicable withholding taxes.
In addition, pursuant to the Merger Agreement,
at the Effective Time:
| ● | each
option to purchase shares of Company Common Stock (each, a “Company Option”)
that was vested in accordance with its terms and outstanding as of immediately prior to the
Effective Time (each, a “Vested Company Option”), and that had a per share
exercise price less than the Merger Consideration, was, automatically and without any required
action on the part of the holder thereof, canceled and converted into the right to receive
an amount in cash, without interest, equal to (i) the total number of shares of Company
Common Stock underlying such Vested Company Option multiplied by (ii) the excess of
(A) the Merger Consideration over (B) the per share exercise price for such Vested
Company Option, subject to applicable withholding taxes; |
| ● | each
Company Option that was outstanding as of immediately prior to the Effective Time and that
was not a Vested Company Option (each, an “Unvested Company Option”), and that
had a per share exercise price less than the Merger Consideration, was, automatically and
without any required action on the part of the holder thereof, canceled and will be replaced
with a new award to be issued by Parent or one of its affiliates following the Effective
Time; |
| | |
| ● | any
Company Option, whether a Vested Company Option or Unvested Company Option, that had a per
share exercise price that was equal to or greater than the Merger Consideration was canceled
for no consideration; |
| | |
| ● | each
restricted stock unit in respect of shares of Company Common Stock (each, a “Company
RSU”) held by a non-employee director of the Company that was outstanding as of immediately
prior to the Effective Time (each, a “Director RSU”) was, automatically and without
any required action on the part of the holder thereof, canceled and converted into the right
to receive an amount in cash, without interest, equal to (i) the total number of shares of
Company Common Stock underlying such Director RSU multiplied by (ii) the Merger Consideration,
subject to applicable withholding taxes; |
| | |
| ● | each
Company RSU (other than a Director RSU) that was not vested and was outstanding as of immediately
prior to the Effective Time was, automatically and without any required action on the part
of the holder thereof, canceled and will be replaced with a new award to be issued by Parent
or one of its affiliates following the Effective Time; |
| | |
| ● | each
performance-based restricted stock unit in respect of shares of Company Common Stock (each,
a “Company PSU”) that was outstanding as of immediately prior to the Effective
Time and for which the applicable performance condition had been satisfied as of immediately
prior to the Effective Time was, automatically and without any required action on the part
of the holder thereof, canceled and converted into the right to receive an amount in cash,
without interest, equal to (i) the total number of shares of Company Common Stock underlying
such Company PSU multiplied by (ii) the Merger Consideration, subject to applicable withholding
taxes; and |
| | |
| ● | each
Company PSU that was outstanding as of immediately prior to the Effective Time and for which
the applicable performance condition had not been satisfied as of immediately prior to the
Effective Time was canceled for no consideration. |
The foregoing description of the Merger and the
Merger Agreement, and the other transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company
with the Securities and Exchange Commission (the “SEC”) on February 4, 2022, which is incorporated herein by reference.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information set forth in the Introductory
Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On the Closing Date, the Company notified the
Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Merger and requested that Nasdaq file with the SEC notifications
of removal from listing and registration on Form 25 (the “Form 25s”) to delist and deregister the Company Common Stock, which
traded under the symbol “TLMD,” and the warrants to purchase Company Common Stock (“Company Warrants”),
which traded under the symbol “TLMDW,” under Section 12(b) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Upon effectiveness of the Form 25s, the Company intends to file with the SEC a certification and notice of
termination on Form 15 to suspend the Company’s reporting obligations under Section 13 and 15(d) of the Exchange Act. Trading of
the Company Common Stock and the Company Warrants on Nasdaq was halted prior to the opening of trading on the Closing Date.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth in the Introductory
Note and under Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
At the Effective Time, each holder of shares of
Company Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the
Company, other than the right to receive the Merger Consideration as set forth in the Merger Agreement.
Additionally, as a result of the Merger, the holders
of the Company Warrants will have the right to purchase from the Surviving Corporation the Alternative Issuance (as defined in the Warrant
Agreement, dated December 12, 2019, between the Company and Continental Stock Transfer & Trust Company (the “Warrant Agreement”)
filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2019) upon the basis and upon
the terms and conditions specified in the Merger Agreement, Company Warrants and the Warrant Agreement.
| Item 5.01 | Changes in Control of Registrant. |
The information set forth in the Introductory
Note and under Item 2.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item
5.01.
As a result of the Merger, at the Effective Time,
a change in control of the Company occurred, and the Company became a direct, wholly owned subsidiary of Parent. The total amount of Merger
Consideration payable to the stockholders of the Company in connection with the Merger was approximately $301 million. The funds used
by Parent to consummate the Merger came from equity financing provided by Patient Square Equity Partners, LP or other funds managed by
Patient Square Capital.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers. |
The information set forth in the Introductory
Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.
In connection with the consummation of the Merger,
as contemplated by the Merger Agreement, each of the Company’s directors as of immediately prior to the Effective Time–Steven
J. Shulman, Dr. Bobbie Byrne, Thomas J. Carella, Gyasi C. Chisley, Christopher M. Gallagher, Joseph P. Greskoviak, Amr Kronfol and Anne
M. McGeorge–resigned from his or her respective position as a member of the board of directors of the Company, and any committee
thereof, effective as of the Effective Time. In accordance with the terms of the Merger Agreement, at the Effective Time, Adam Fliss,
Justin Sabet-Peyman and Maria Walker, the directors of Merger Sub, became and constitute the only directors of the Surviving Corporation.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth in the Introductory
Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.
Pursuant to the Merger Agreement, at the Effective
Time, (i) the Company’s certificate of incorporation as in effect immediately prior to the Effective Time was amended and restated
in its entirety and (ii) the Company’s by-laws, as in effect immediately prior to the Effective Time, were amended and restated
in their entirety.
Copies of the amended and restated certificate
of incorporation and the amended and restated by-laws are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein
by reference.
On April 6, 2022, the Company issued a press release
announcing the closing of the Merger. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
|
Description |
2.1+ |
|
Agreement and Plan of Merger, dated as of February 2, 2022, by and among SOC Telemed, Inc., Spark Parent, Inc. and Spark Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 4, 2022). |
|
|
|
3.1 |
|
Third Amended and Restated Certificate of Incorporation of SOC Telemed, Inc. |
|
|
|
3.2 |
|
Second Amended and Restated By-Laws of SOC Telemed, Inc. |
|
|
|
99.1 |
|
Press Release, dated April 6, 2022. |
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
+ |
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. |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
SOC Telemed, Inc. |
|
|
Date: April 6, 2022 |
/s/ Eunice Kim |
|
Name: Eunice Kim |
|
Title: General Counsel and Corporate Secretary |
5
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