Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-251042
PROSPECTUS
SUPPLEMENT NO. 13
(to
Prospectus dated December 8, 2020)
SOC
Telemed, Inc.
69,280,960
Shares of Class A Common Stock
350,000 Warrants to Purchase Class A Common Stock
This
prospectus supplement supplements the prospectus dated December 8, 2020 (the “Prospectus”), which forms a part of our registration
statement on Form S-1 (No. 333-251042). This prospectus supplement is being filed to update and supplement the information in the Prospectus
with the information contained in our current report on Form 8-K, filed with the Securities and Exchange Commission on September 1, 2021
(the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The
Prospectus and this prospectus supplement relate to the offer and sale from time to time by the selling securityholders named in the
Prospectus (the “Selling Securityholders”) of up to 56,780,960 shares of our Class A common stock, par value $0.0001
per share, and warrants to purchase an aggregate of 350,000 shares of Class A common stock, consisting of (i) up to 16,800,000
shares of Class A common stock (the “PIPE shares”) issued in a private placement pursuant to subscription agreements
entered into on July 29, 2020, October 22, 2020, and October 23, 2020; (ii) up to 4,375,000 shares of Class A common stock
(the “founder shares”) issued upon consummation of our business combination with Specialists On Call, Inc. on October 30,
2020 (the “Business Combination”), in exchange for shares of our Class B common stock originally issued in a private
placement to HCMC Sponsor LLC (the “Sponsor”) and subsequently distributed to the Sponsor’s members; (iii) up
to 700,000 shares of Class A common stock (the “private placement shares”) originally issued in a private placement
to the Sponsor and subsequently distributed to the Sponsor’s members; (iv) up to 350,000 warrants to purchase shares of Class A
common stock (the “private placement warrants”) originally issued in a private placement to the Sponsor and subsequently
distributed to the Sponsor’s members; (v) up to 350,000 shares of Class A common stock issuable upon exercise of the
private placement warrants; and (vi) up to 34,555,960 shares of Class A common stock (the “closing shares”) issued
in connection with the consummation of the Business Combination to SOC Holdings LLC and certain of our officers and directors who were
officers and directors of Specialists On Call, Inc.
In
addition, the Prospectus relates to the offer and sale of up to 12,500,000 shares of our Class A common stock that are issuable
by us upon the exercise of 12,500,000 warrants (the “public warrants” and, together with the private placement warrants,
the “warrants”) that were previously registered.
Our
Class A common stock and warrants are listed on the Nasdaq Global Select Market under the symbols “TLMD” and “TLMDW,”
respectively. On August 31, 2021, the last reported sales price of our Class A common stock was $2.71 per share and the last reported
sales price of our warrants was $0.3252 per warrant.
This
prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement. This
prospectus supplement is qualified by reference to the Prospectus, except to the extent that the information in this prospectus supplement
updates and supersedes the information contained in the Prospectus.
This
prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus.
We
are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and, as such,
have elected to comply with certain reduced disclosure and regulatory requirements.
Investing
in our securities involves risks. See the section entitled “Risk Factors” beginning on page 5 of
the Prospectus 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 supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus supplement is September 1, 2021.
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)
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Delaware
|
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001-39160
|
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84-3131208
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(State
or other jurisdiction
of incorporation)
|
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(Commission
File Number)
|
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(IRS Employer
Identification No.)
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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)
|
☐
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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))
|
☐
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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
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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.
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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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