AMWL American Well Corporation

 

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): June 13, 2024

 

 

American Well Corporation

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-39515	20-5009396
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
75 State Street 26th Floor
Boston, Massachusetts				02109
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 617 204-3500

 

(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:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.01 Par Value		AMWL		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 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. ☐

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 13, 2024, the Board of Directors (the "Board") of American Well Corporation (the "Company") appointed Rivka "Ricky" Goldwasser as a Class II director of the Company. Ms. Goldwasser will serve for a term ending on the date of the Company’s 2025 annual meeting of shareholders and until her successor is duly elected and qualified, or until her earlier resignation, death, or removal.



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


Ms. Goldwasser will enter into the same director indemnification arrangement as the Company’s other directors, the form of which was filed with the SEC on August 24, 2020 as Exhibit 10.19 to the Company’s Registration Statement on Form S-1. Ms. Goldwasser will be eligible to participate in the compensation arrangements and programs that are established for the Company’s non-employee directors, which was filed with the SEC on May 1, 2024 as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for quarter ending March 31, 2024.


On June 17, 2024, the Company issued a press release announcing Ms. Goldwasser's appointment. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being filed herewith:

99.1		Press Release, dated June 17, 2024, issued by American Well Corporation.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

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

			AMERICAN WELL CORPORATION
Date:	June 17, 2024	By:	/s/ Bradford Gay
			Bradford Gay Senior Vice President, General Counsel

 

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Amwell Announces Appointment of Ricky Goldwasser to its Board of Directors

BOSTON — June 17, 2024 — Amwell® (NYSE: AMWL), a leader in hybrid care enablement, today announces the appointment of Ricky Goldwasser to the company's Board of Directors, effective June 13.

“Ricky brings to our board a deep financial background that makes her an invaluable addition as we focus on Amwell’s path to profitability. Ricky’s strong voice coupled with her impressive track record will help guide Amwell as we strive for greater efficiencies, optimized cash flow and profitable growth, while remaining committed to enabling our clients to achieve their goals. We are pleased to welcome Ricky to the team,” said Ido Schoenberg, M.D., CEO and chairman, Amwell.

Ms. Goldwasser has spent her career advising institutional investors and public and private companies across the healthcare services continuum. She spent 15 years at Morgan Stanley where she was a managing director, head of U.S. Healthcare Services & Technology Research and most recently Investment Banking groups, and was co-head of U.S. Healthcare Research at UBS. Throughout her career, she has led many successful initial public offerings, including Amwell’s, and has been recognized by Institutional Investor magazine as a top-ranked research analyst for 18 consecutive years.

"I am excited to join Amwell's board at such an important time for the company," said Ms. Goldwasser. "Given the pressures facing healthcare today and the need to address these challenges with digital transformation, I look forward to contributing my experience and insights to support Amwell’s mission of connecting and empowering providers, insurers, and innovators to deliver more accessible, affordable, high-quality care."

Ms. Goldwasser will take the place of departing board member Deval Patrick, who has served on the Amwell board since 2015.

“As a long-time board member, Governor Patrick played a pivotal role in Amwell’s efforts to drive acceptance for telehealth globally, through the company’s IPO in 2020, and to today’s mission to enable the delivery of hybrid care for our clients,” said Schoenberg. “I want to thank Governor Patrick for his valuable contributions and strong leadership throughout his tenure on the Board.”

About Amwell

Amwell is a leading hybrid care, delivery enablement platform in the United States and globally, connecting and enabling providers, payers, patients, and innovators to deliver greater access to more affordable, higher quality care. Amwell believes that hybrid care delivery will transform healthcare. We offer a single, comprehensive platform to support all digital health needs from urgent to acute and post-acute care, as well as chronic care management and healthy living. With nearly two decades of experience, Amwell powers the digital care of more than 50 health plans, which collectively represent

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more than 100 million covered lives, and many of the nation’s largest health systems. For more information, please visit https://business.amwell.com/.

©2024 American Well Corporation. All rights reserved. Amwell®, SilverCloud®, ConvergeTM, CarepointTM and the Amwell Logo are registered trademarks or trademarks of American Well Corporation.

 

Media:

Angela Vogen

Press@amwell.com

 

Investor:

Sue Dooley

Sue.Dooley@amwell.com

 

 

 

Notice of Ownership

All materials contained herein are the property of American Well Corporation and are copyrighted under United States law and applicable international copyright laws and treaty provisions. The materials contained herein are not work product or "work for hire" on behalf of any third party. The materials contained herein constitute the confidential information of American Well Corporation, except for specific data elements provided by third parties, which are the confidential information of such third parties. The content contained herein results from the application of American Well proprietary processes, analytical frameworks, algorithms, business methods, solution construction aids and templates, all of which are and remain the property of American Well Corporation.

Trademark Notice

All of the trademarks, service marks and logos displayed on these materials (the "Trademark(s)") are registered and unregistered trademarks of American Well Corporation or third parties who have licensed their Trademarks to American Well Corporation. Except as expressly stated in these terms and conditions, you may not reproduce, display or otherwise use any Trademark without first obtaining American Well Corporation's written permission.

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v3.24.1.1.u2

Document And Entity Information	Jun. 13, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 13, 2024
Entity Registrant Name	American Well Corporation
Entity Central Index Key	0001393584
Entity Emerging Growth Company	false
Entity File Number	001-39515
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-5009396
Entity Address, Address Line One	75 State Street
Entity Address, Address Line Two	26th Floor
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02109
City Area Code	617
Local Phone Number	204-3500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.01 Par Value
Trading Symbol	AMWL
Security Exchange Name	NYSE

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