Current Report Filing (8-k)
September 01 2021 - 7:41AM
Edgar (US Regulatory)
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2021-09-01
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2021-09-01
2021-09-01
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TLMD:WarrantsEachExercisableForOneShareOfClassCommonStockFor11.50PerShareMember
2021-09-01
2021-09-01
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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): September 1, 2021
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.)
|
1768
Business Center Drive, Suite 100
Reston,
Virginia 20190
(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))
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Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
|
|
Trading Symbol
|
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Name of each exchange on which registered
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Class A Common Stock, par value of $0.0001 per share
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TLMD
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The Nasdaq Stock Market LLC
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Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
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TLMDW
|
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The Nasdaq Stock Market LLC
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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.
Item 5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
|
Chief
Executive Officer Transition
On
September 1, 2021, SOC Telemed, Inc. (the “Company”) announced the appointment of Christopher M. Gallagher, M.D., 42 years
old, as its Chief Executive Officer. Dr. Gallagher has served as a member of the Company’s Board of Directors (the “Board”)
and as President of Access Physicians, a division of SOC Telemed, since March 2021. Dr. Gallagher previously served as the Chief Executive
Officer of Access Physicians Management Services Organization, LLC, a multi-specialty acute care telemedicine provider (“Access
Physicians”), from its founding in 2013 through the date we acquired that company in March 2021. Prior to that, Dr. Gallagher served
as the Chief Medical Officer at CHRISTUS Mother Frances Hospital – Sulphur Springs from October 2012 through May 2017. Dr. Gallagher
is board-certified in internal medicine and cardiovascular disease. He trained at UT Southwestern for both his Internal Medicine residency
and Cardiology Fellowship and earned his Doctor of Medicine from Texas Tech University School of Medicine. He is a fellow in the American
College of Cardiology and member of the American Association of Cardiovascular and Pulmonary Rehabilitation, American Medical Association,
and Texas Medical Association.
On September 1, 2021, the Company also announced the appointment of
David Mikula, 51 years old, as its Chief Operating Officer. Mr. Mikula has served as Chief Operating Officer of Access Physicians, a division
of SOC Telemed, since March 2021. Mr. Mikula previously served as the Chief Operating Officer of Access Physicians from December 2017
through the date we acquired that company in March 2021. Prior to that, Mr. Mikula served as the Chief Development Officer at Amedisys,
Inc., a home health, hospice and personal care company, from January 2017 through November 2017. From November 2009 to January 2017, he
served in variety of capacities at Kindred Healthcare, LLC, a post-acute healthcare services provider, including Chief Operating Officer
from November 2015 through January 2016 and Senior Vice President Operations from January 2016 through January 2017. Mr. Mikula holds
a B.S. in finance from Texas State University and an M.B.A. from Baylor University.
On September 1, 2021, John W. Kalix
resigned from his roles as Chief Executive Officer of the Company and from the Board. Additionally, Hai Tran resigned from his roles as
President and Chief Operating Officer on September 1, 2021.
There are no family relationships
between Dr. Gallagher or Mr. Mikula and any director or executive officer of the Company, and neither Dr. Gallagher nor Mr. Mikula has
a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Additionally,
the details of any new compensation arrangements for Dr. Gallagher and Mr. Mikula have not been determined as of the date hereof.
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.
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SOC Telemed, Inc.
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Date: September 1, 2021
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By:
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/s/ Eunice Kim
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Name:
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Eunice Kim
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Title:
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General Counsel and Corporate Secretary
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