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): January 08, 2025

 

 

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 1.01 Entry into a Material Definitive Agreement.

On January 8, 2025, American Well Corporation (the “Company”), Aligned Telehealth, LLC, a wholly owned subsidiary of the Company (the “Seller”), and Avel eCare, LLC (the “Buyer”) entered into an asset purchase agreement (the “Agreement”) relating to the sale by the Seller, and the purchase by the Buyer, of all property and assets owned, leased or licensed by the Seller that are primarily used or held for use in connection with the Company’s business of providing telepsychiatry services to hospitals and correctional programs (the “Business”), subject to certain specified exclusions such as cash. In connection with such purchase and sale, the Buyer assumed specified contracts and the related accounts receivable and all accounts payable and accrued expenses of the Business. The purchase price is comprised of (i) an upfront cash payment of $20,714,459, which is equal to 1.1x the Business’ trailing twelve-month revenue, excluding on-site revenue attributable to certain of the Business’ contracts, subject to customary adjustments and (ii) an additional cash payment (the “Additional Payment”) equal to 0.4x the Buyer and its affiliates’ aggregate revenues arising from the provision of the Business to current customers and potential customers in the sales pipeline of the Company Group (as defined below) during the twelve-month period immediately following the closing, excluding revenues arising from the provision of on-site psychiatric services to certain of the Business’ contracts and other specified revenues, which Additional Payment is payable within ten days following the final determination of the Additional Payment amount. If the Buyer experiences certain change-of-control events during the twelve-month period immediately following the closing or if the Buyer fails to pay the Additional Payment (“Acceleration Event”), the Seller may elect to receive an amount equal to 0.4x the Buyer and its affiliates’ aggregate revenues arising from the provision of the Business to current customers and potential customers in the sales pipeline of the Company Group during the twelve-month period ending on the last day of the month immediately preceding the month in which the applicable Acceleration Event occurs. The Agreement includes a four-year non-competition covenant and a one-year non-solicitation covenant of the Company and the Seller, customary representations and warranties of the parties and customary indemnification provisions. The foregoing summary is qualified in its entirety by the Agreement, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

The closing of the purchase and sale transaction contemplated by the Agreement occurred, and the Company received the upfront payment, on January 8, 2025. In connection with the foregoing, Dr. Cynthia Horner transferred the ownership of Asana Integrated Medical Group (“Asana” and together with the Seller, the “Company Group”), the affiliated clinical partner of the Seller, to a doctor affiliated with the Buyer. In connection with the foregoing, the Company issued a press release, which is attached as Exhibit 99.2 hereto.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

Pro forma financial information required pursuant to Article 11 of Regulation S-X is included in Exhibit 99.1 of this Current Report on Form 8-K and incorporated by reference herein.

(d) Exhibits.

10.1† Asset Purchase Agreement, dated January 8, 2025, among American Well Corporation, Aligned Telehealth, LLC and Avel eCare, LLC

99.1 Pro forma financial information

99.2 Press release dated January 9, 2025

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the SEC upon request.

 

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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:	January 10, 2025	By:	/s/ Bradford Gay
			Bradford Gay Senior Vice President, General Counsel

 

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of January 8, 2025 by and among (i) AMERICAN WELL CORPORATION, a Delaware corporation (“Owner”); (ii) ALIGNED TELEHEALTH, LLC, a Delaware limited liability company (“Seller” and together with Owner, the “Seller Parties”), and (iii) AVEL ECARE, LLC, a South Dakota limited liability company (“Buyer”). The Seller Parties and the Buyer are hereinafter sometimes individually referred to as a “Party” and collectively referred to as the “Parties”. The definitions of certain capitalized terms used in this Agreement and cross-references to the applicable portions of this Agreement where certain other capitalized terms are defined are set forth on Exhibit “A” attached hereto.

Statement of Background

WHEREAS, Seller, together with its managed physician practice, Asana Integrated Medical Group, a California professional corporation (“Asana PC” and together with Seller, the “Company Group”), is engaged in the business of providing telepsychiatry services to hospitals and correctional programs;

WHEREAS, Buyer is engaged in the business of providing facilities, equipment, administrative and business support services and other non-medical services for healthcare practices;

WHEREAS, Seller wishes to sell, transfer and assign to Buyer, and Buyer wishes to purchase and assume from Seller, all of Seller’s right, title and interest in and to the Purchased Assets, and Buyer has agreed to assume all of the Assumed Liabilities;

WHEREAS, concurrently with the execution and delivery of this Agreement and as a condition and material inducement to Buyer’s execution and delivery of this Agreement, Cynthia Horner, M.D., an individual physician duly licensed to practice medicine in the State of California (“Dr. Horner”) and the owner of one hundred percent (100%) of the equity interests of Asana PC (the “Asana PC Equity Interests”), and Kelly Rhone, M.D., an individual physician duly licensed to practice medicine in the state of California (“Asana PC Equity Buyer”), are entering into a stock purchase agreement dated as of the date hereof (the “Asana PC Stock Purchase Agreement”) pursuant to which Dr. Horner shall sell to Asana PC Equity Buyer, and Asana PC Equity Buyer shall purchase from Dr. Horner, all of Dr. Horner’s right, title and interest in and to the Asana PC Equity Interests; and

WHEREAS, Owner owns one hundred percent (100%) of the equity interests of Seller, and, as such, Owner is a direct beneficiary of the transactions contemplated by this Agreement.

Agreement

NOW, THEREFORE, in exchange for the covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

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As of the date of this Agreement, each of the Seller Parties, jointly and severally, hereby represent and warrant to Buyer as follows:

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Seller has delivered to Buyer accurate and complete copies of each written Material Contract and a written summary setting forth the material terms and conditions of each oral Material Contract, in each case, as amended, supplemented or otherwise modified and in effect as of the date of this Agreement.

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As of the Closing, Buyer hereby represents and warrants to Seller as follows:

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If to Buyer:

4500 N. Lewis Avenue

Sioux Falls, South Dakota 57104

Attn: CEO

Email: doug.duskin@avelecare.com

With a copy (which shall not constitute notice) to:

Arnall Golden Gregory, LLP

171 17th Street NW

Suite 2100

Atlanta, Georgia 30363

Attn: Sherman Cohen, Esq.

Email: sherman.cohen@agg.com

If to Seller or Owner:

c/o American Well Corporation
75 State Street, 26th Floor
 

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Boston, MA 02109
Attention: Bradford Gay, General Counsel
Email: bradford.gay@amwell.com

With a copy (which shall not constitute notice) to:

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
Attention: William S. Perkins; Scott Dunberg
Email: wsperkins@mintz.com; spdunberg@mintz.com

or at such other address as any party hereto notifies the other parties hereof in writing. The Parties agree that notices or other communications that are sent in accordance herewith (i) by personal delivery or via email with confirmation of receipt will be deemed received on the day sent or on the first Business Day thereafter if not sent on a Business Day, (ii) by Overnight Delivery, will be deemed received on the first Business Day immediately following the date sent, and (iii) by U.S. mail, will be deemed received three (3) Business Days immediately following the date sent.

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[signature page follows]

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IN WITNESS WHEREOF, the Parties have caused this Asset Purchase Agreement to be duly executed as of the date and year first written above.

BUYER

AVEL ECARE, LLC

By: /s/ Doug Duskin
Name: Doug Duskin
Title: Chief Executive Officer

SELLER

ALIGNED TELEHEALTH, LLC

By: /s/ Bradford Gay
Name: Bradford Gay
Title: President

OWNER

AMERICAN WELL CORPORATION

By: /s/ Bradford Gay
Name: Bradford Gay
Title: SVP & General Counsel

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Exhibit A
Definitions

“2017-2022 RCM Services” has the meaning set forth in Schedule 5.2.

“2023-2024 RCM Services” has the meaning set forth in Schedule 5.2.

“2023 RCM Services” has the meaning set forth in Schedule 5.2.

“2024 RCM Services” has the meaning set forth in Schedule 5.2.

“Accounting Expert” has the meaning set forth in Section 1.6(b)(ii).

“Action” means any claim, controversy, action, charge, cause of action, suit, litigation, arbitration, mediation, investigation, opposition, interference, audit, assessment, hearing, complaint, demand or other legal proceeding (whether sounding in contract, tort or otherwise, whether civil or criminal and whether brought at law or in equity) that is commenced, brought, conducted, tried or heard by or before any Government Authority.

“Additional Cash Consideration” has the meaning set forth in Section 1.9(a).

“Additional Cash Consideration Certificate” has the meaning set forth in Section 1.9(c).

“Additional Consideration Period” has the meaning set forth in Section 1.9(b).

“Adjustment Amount” has the meaning set forth in Section 1.6(c).

“Adjustment Statement” has the meaning set forth in Section 1.6(a).

“Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person. For the purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract, or otherwise.

“Affordable Care Act” has the meaning set forth in Section 3.11(d).

“Agreement” has the meaning set forth in the preamble.

“Allocation Methodology” has the meaning set forth in Section 1.8.

“Annual Financials” has the meaning set forth in Section 3.6(a)(i).

“Asana PC” has the meaning set forth in the recitals.

“Asana PC Equity Interests” has the meaning set forth in the recitals.

“Asana PC Equity Buyer” has the meaning set forth in the recitals.

“Asana PC Pre-Closing Taxes” means (i) all Taxes (or the non-payment thereof) of or with respect to Asana PC for all Pre-Closing Tax Periods, and that portion of the Straddle Period that ends on the Closing Date for which the Owner is responsible pursuant to Section 7.2(a)(iii), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which Asana PC (or any predecessor of Asana PC)

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is or was a member on or prior to the Closing, including pursuant to Treasury Regulation Section 1.1502-6 or any similar state, local, or foreign Law, and (iii) any and all Taxes of any Person (other than Asana PC) imposed on Asana PC as a transferee or successor, by contract (other than commercial contracts the primary purpose of which does not related to Taxes) or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing.

“Asana PC Stock Purchase Agreement” has the meaning set forth in the recitals.

“Assets” has the meaning set forth in Section 3.5(a).

“Assignment and Assumption Agreement” has the meaning set forth in Section 2.2(b).

“Assumed Contracts” has the meaning set forth in Section 1.1(a).

“Assumed Liabilities” has the meaning set forth in Section 1.1(b).

“Balance Sheet Accounts Receivable” has the meaning set forth in Section 3.6(d).

“Bank Accounts” has the meaning set forth in Section 3.6(e).

“Bill of Sale” has the meaning set forth in Section 2.2(a).

“Business” means the Company Group’s business of providing telepsychiatry services to hospitals and correctional programs, as such business is conducted by the Company Group as of the date hereof.

“Business Day” means any day other than (a) a Saturday, (b) a Sunday, or (c) any day on which banks in Boston, Massachusetts are authorized or obligated by Law to close.

“Business Intellectual Property Rights” means all Intellectual Property Rights owned by the Company Group or used by the Company Group in connection with the Business, including all Intellectual Property Rights in and to Business Technology.

“Business Registrations” has the meaning set forth in Section 3.16(c).

“Business Technology” means any and all Technology used by the Company Group in connection with the Business.

“Buyer” has the meaning set forth in the preamble.

“Buyer Change of Control Event” means (i) a sale of all or substantially all of the assets of Buyer or its direct or indirect subsidiaries or its Affiliates to a third party, (ii) a sale of all or substantially all of the assets of Buyer or any of its Affiliates related to the Business to a third party, or (iii) a sale, transfer, merger, reorganization, consolidation or similar transaction or series of transactions that results in a person or group of related persons (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of more than 50% of the outstanding equity securities of Buyer or any of its direct or indirect Subsidiaries or Affiliates, including Asana PC or any successors thereto, or (iv) termination of any management or similar arrangement between Buyer or any of its Affiliates and Asana PC or assignment of any such arrangement to an unrelated third party.

“Buyer Claim” has the meaning set forth in Section 5.7(b).

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“Buyer Indemnified Parties” has the meaning set forth in Section 5.2.

“Cash” means, as of the date of determination, the aggregate amount of cash and cash equivalents, including checking, savings, and other bank and other account balances, certificates of deposit, and all deposited but uncleared bank deposits, minus the face amount of any checks written and not yet cleared.

“Closing” has the meaning set forth in Section 2.1.

“Closing Cash Consideration” means $20,714,459.

“Closing Date” has the meaning set forth in Section 2.1.

“Closing Date Payment” has the meaning set forth in Section 1.5(a).

“Closing Indebtedness” means all Indebtedness of Asana PC as of the Effective Time.

“Closing Net Working Capital” means the Net Working Capital of the Company Group as of the Closing.

“Closing Statement” has the meaning set forth in Section 1.4.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Company Group” has the meaning set forth in the recitals.

“Confidential Information” has the meaning set forth in Section 6.2.

“Direct Claim” has the meaning set forth in Section 5.5.

“Disclosure Schedules” means the disclosure schedules dated as of the date of this Agreement and delivered by the Seller Parties to Buyer in connection with the execution of this Agreement.

“Dr. Horner” has the meaning set forth in the recitals.

“Earnout Resolution Period” has the meaning set forth in Section 1.8(b).

“Earnout Objection Period” has the meaning set forth in Section 1.8(b).

“Effective Time” has the meaning set forth in Section 2.1.

“Employee Benefit Plan” has the meaning set forth in Section 3.11(a).

“Environmental Law” means all Laws and all obligations under any contract, concerning occupational or public health and safety, worker health and safety, pollution, or protection of the environment, including all those relating to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of Hazardous Substances, each as amended and as now or hereafter in effect.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

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“ERISA Affiliate” means any trade or business (whether or not incorporated) that is part of the same controlled group, or under common control with, or part of an affiliated service group that includes any member of the Company Group within the meaning of Section 414(b), (c), (m), or (o) of the Code.

“Estimated Closing Indebtedness” has the meaning set forth in Section 1.4.

“Estimated Closing Net Working Capital” has the meaning set forth in Section 1.4.

“Estimated Pre-Closing Expenses” has the meaning set forth in Section 1.4.

“Excluded Assets” has the meaning set forth in Section 1.2.

“Excluded Liabilities” has the meaning set forth in Section 1.1(b).

“Federal Healthcare Program” has the meaning provided in 42 U.S.C. §1320a-7b(f), as amended from time to time.

“Financial Statements” has the meaning set forth in Section 3.6(a)(ii).

“Fraud” means, with respect to a Party, actual and intentional fraud under Delaware common law in the making of any representation or warranty in Article 3 or Article 4 of this Agreement; provided, further, that “Fraud” shall not include any claim for equitable fraud, promissory fraud, unfair dealings fraud, or any torts (including a claim for fraud) or other claims based on negligence or recklessness.

“Fundamental Representations” means Section 3.1 (Organization and Power), Section 3.2 (Authorization), Section 3.3(a) (No Conflicts; Consents); Section 3.5(a) (Assets); Section 3.14 (Healthcare Laws) and Section 3.22 (Brokers) and Section 3(a) (Ownership and Status of Shares), Section 3(b) (Authority of Dr. Horner; Approval of this Agreement), Section 3(c) (No Conflicts), and Section 3(d) (Consents and Approvals) of the Asana PC Stock Purchase Agreement.

“Funds Flow” means a written funds flow statement agreed upon by Seller and Buyer.

“GAAP” means generally accepted accounting principles in the United States of America, as consistently applied by the Company Group.

“Government Authority” means any federal, state, county, city, municipal, or other local or foreign government or any subdivision, authority, commission, board, bureau, court, administrative panel, or other instrumentality thereof.

“Hazardous Substances” means any hazardous or otherwise regulated materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, radioactive materials, noise or electromagnetic radiation or any other substances which is or may be harmful to human health or the environment or which is regulated, limited or prohibited under any Environmental Law.

“Healthcare Laws” means any and all applicable Laws relating to the regulation of the health care industry or to payment for any items or services rendered, provided, or furnished by the Company Group and/or through the Business, including, but not limited to, 42 U.S.C. § 1320a-7 et seq. and the regulations promulgated thereunder; 42 U.S.C. § 1395nn et seq. and the regulations promulgated thereunder; 31 U.S.C. §§ 3729 et seq. and the regulations promulgated thereunder; 18 U.S.C. § 1347 and the regulations promulgated thereunder; state anti-kickback and physician self-referral laws; the Health Insurance

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Portability and Accountability Act of 1996 and the regulations issued pursuant thereto (“HIPAA”); the Privacy provisions (Subtitle D) of the Health Information Technology for Economic and Clinical Health Act, Division A, Title XIII of Pub. L. 111-5, as codified at 42 U.S.C. Sections 1320d through d-9. and the regulations promulgated thereunder and state healthcare privacy laws; federal and state laws relating to the coding of, provision of, or billing or payment for, health care items or services; state and local laws regulating fee splitting, licensing, corporate practice of medicine, reimbursement, kickbacks, program claim processing and medical record documentation requirements; laws applicable to the provision of telemedicine services by the Company Group and the Healthcare Professionals; and federal and state laws governing the provision or furnishing of medical services, and with respect to all of the foregoing.

“Healthcare Professional” means all licensed professionals employed by or otherwise retained to provide services on behalf of the Company Group or the Business, including physicians, assistants, and other appropriately licensed individuals required to obtain a license to provide healthcare related services.

“Houston Methodist Contract” means that certain Professional Services Agreement, dated as of April 4, 2022, by and between Asana PC and The Methodist Hospital, d/b/a Houston Methodist (“Houston Methodist”).

“Houston Methodist Contract Matters” has the meaning set forth in Schedule 5.2.

“Inbound License Agreement” means any contract pursuant to which Intellectual Property Rights are licensed to any member of the Company Group, except for any commercially available off-the-shelf software products licensed under non-exclusive end-user object code license agreements.

“Income Tax Accrual” means an amount equal to the standalone (and not, for the avoidance of doubt, consolidated or any other liability determined on a group basis) liability for unpaid cash income Tax liabilities of Asana PC that are first due to be paid after the Closing Date for Pre-Closing Tax Periods in jurisdictions where Asana PC filed a Tax Return for the last Tax period for which a Tax Return was due (taking into account any applicable extensions) or commenced activities after the end of such Tax period. In the determination of the Income Tax Accrual, (a) all unpaid income Tax liabilities for Pre-Closing Tax Periods shall be calculated in accordance with Section 7.2(a)(iii) and the past practice of Asana PC, (b) all Tax deductions shall be taken into account in Pre-Closing Tax Periods to the fullest extent permitted by Law, (c) net operating losses, if any, shall be utilized in Pre-Closing Tax Periods to the maximum extent permitted by Law, (d) any transactions effected by, on behalf of, or at the direction of, Buyer or any of its Affiliates on or after the Closing Date shall be excluded, (e) income Taxes shall be reduced by applicable estimated income Tax payments and overpayments of income Taxes of Asana PC, (f) income Taxes that are included in the Income Tax Accrual and that are deductible for U.S. federal income Tax purposes shall be deemed deductible in the Pre-Closing Tax Period ending on the Closing Date and (g) solely take into account income Tax liabilities for any Pre-Closing Tax Period (i) ending after December 31, 2023 for which final Tax Returns have not yet been filed, or (ii) including the Closing Date.

“Indebtedness” means all liabilities of a Person: (a) for borrowed money (whether or not evidenced by bonds, debentures, notes or other similar instruments or debt securities) or advances (including, without limitation, with respect to merchant Cash advances), (b) in respect of letters of credit, bankers’ acceptances or other similar instruments or reimbursement obligations with respect thereto, (c) to pay the deferred purchase price of any asset, property or right, including earn-outs, payments under non-compete agreements and seller notes, (d) under leases that are or should be, in accordance with GAAP, recorded as capital leases, (e) under an interest rate, currency or other swap, cap, floor or collar agreement, hedge agreement, forward contract or other similar instrument or agreement or foreign currency hedge, exchange, purchase or similar instrument or agreement (including any termination or breakage fees), (f) created or arising under any conditional sale or other title retention agreement, (g) secured by Liens on the property of any member of

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the Company Group, (h) unpaid management fees, (i) guaranteed or assured, directly or indirectly, by any member of the Company Group, (j) under any mortgage, deed of trust, indenture, security agreement or other agreement securing any of the foregoing obligations, (k) all amounts owned to third party payor programs for the period prior to Closing, (l) all principal, interest, premiums, penalties, breakage fees, costs and expenses, whether accrued or otherwise, with respect to liabilities of the types described in clauses (a) through (k) above, (m) the Income Tax Accrual, and (n) all indebtedness referred to in the foregoing clauses (i) through (m) that is directly or indirectly guaranteed by such Person.

“Indemnification Cap” has the meaning set forth in Section 5.6(b).

“Indemnification Deductible” has the meaning set forth in Section 5.6(b).

“Indemnifying Party” has the meaning set forth in Section 5.4(a).

“Indemnitee” has the meaning set forth in Section 5.4(a).

“Indemnity Payment” has the meaning set forth in Section 5.4(a).

“Information Systems” means all computer hardware, firmware and software, data storage systems (including servers), computer and communications networks and equipment, interfaces, applications, platforms, firewalls, and other apparatus used to create, manipulate, store, transmit, exchange or receive information in any electronic form.

“Insurance Policies” has the meaning set forth in Section 3.19.

“Intellectual Property Rights” means any intellectual property rights, including Copyrights, marks, Patents, domain names, know-how, trade secrets, technical, marketing, or pricing information, plans, notes, reports, drawings, photographs, works, devices, computer hardware, makes, models, works-in-progress, research and development, formulas, algorithms, processes, data, designs (whether in general release or under development) and all rights to prosecute and perfect any of the foregoing through administrative prosecution, registration, recordation or other proceeding, and all causes of action and rights to sue or seek remedies arising from or relating to the foregoing, including for any past or ongoing infringement, misuse or misappropriation anywhere in the world.

“Interim Financials” has the meaning set forth in Section 3.6(a)(ii).

“IP Contracts” has the meaning set forth in Section 3.16(d).

“IRS” means the Internal Revenue Service.

“Knowledge of Seller” or “Seller’s Knowledge”, or any other similar knowledge qualification, means the actual knowledge of Kurt Knight, Meredith Dixon, Dr. Horner, and Tara Neugent, and such knowledge as such Person would reasonably be expected to discover or otherwise become aware of in the course of diligently performing such Person’s duties, as applicable.

“Law” means any federal, state, county, city, municipal, foreign, or other governmental statute, law, rule, regulation, ordinance, order, code, treaty or requirement (including pursuant to any settlement agreement or consent decree), any License granted under any of the foregoing, or any requirement under the common Law, or any other pronouncement having the effect of Law of any Government Authority.

“Leases” has the meaning set forth in Section 3.9(b).

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“Licenses” has the meaning set forth in Section 3.18.

“Lien” means any lien (statutory or otherwise), claim, charge, community property interest, condition, equitable interest, license, option, mortgage, security interest, pledge, encumbrance, easement, covenant, right of way or similar restrictions, security interest, right of first refusal or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership, and including easements, covenants, encroachments, rights of way and other similar restrictions, Tax, charge of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof) any sale of receivables with recourse against any member of the Company Group, any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar statute.

“Losses” has the meaning set forth in Section 5.2.

“Material Adverse Effect” means any event, change, development, or effect that, individually or in the aggregate, will or would reasonably be expected to have a materially adverse effect on (a) the business, operations, assets (including intangible assets), liabilities, prospects, operating results, value, employee, customer or supplier relations, or financial condition of the Company Group, whether or not losses therefrom are capable of being calculated, or (b) the ability of Seller or Owner or their applicable affiliates to consummate timely the transactions contemplated by the Transaction Documents.

“Material Contract” has the meaning set forth in Section 3.8(a).

“Most Recent Balance Sheet” has the meaning set forth in Section 3.6(a)(ii).

“Most Recent Balance Sheet Date” has the meaning set forth in Section 3.6(a)(ii).

“Net Working Capital” means an amount, which may be positive or negative, measured as of immediately prior to the Closing, equal to the (a) current assets of Seller which are the Purchased Assets (excluding the Excluded Assets) and the current assets of Asana PC, minus (b) the current liabilities of Seller which are the Assumed Liabilities (excluding the Excluded Liabilities) and the current liabilities of Asana PC (excluding the Retention Bonuses), minus (c) an amount equal to all accrued payroll and accrued sales tax of Seller, Asana PC incurred or accrued by Seller (with respect to the Business or Purchased Assets), Asana PC in the ordinary course (in each case, as determined pursuant to Section 7.2(a)(iii)), and, for each of clauses (a), (b) and (c), as defined in accordance with GAAP.

“Notice of Earnout Objection” has the meaning set forth in Section 1.8(b).

“Notice of Objection” has the meaning set forth in Section 1.6(b)(i).

“Objection Period” has the meaning set forth in Section 1.6(b)(i).

“Order” has the meaning set forth in Section 5.7(b).

“Organizational Documents” means, with respect to any Person, (a) the certificate or articles of incorporation or organization and any joint venture, limited liability company, operating or partnership agreement or other similar documents adopted or filed in connection with the creation, formation or organization of such Person and (b) all bylaws, voting agreements and similar documents, instruments or agreements relating to the organization or governance of such Person, in each case, as amended, modified or supplemented.

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“Outbound License Agreement” means any contract pursuant to which Business Intellectual Property Rights are licensed by any member of the Company Group to a third Person.

“Overnight Delivery” has the meaning set forth in Section 8.1.

“Owner” has the meaning set forth in the preamble.

“Owner Assumed Contracts” has the meaning set forth in Section 7.9.

“Party” the meaning set forth in the preamble.

“Payoff Letters” has the meaning set forth in Section 1.4.

“Permitted Liens” means: (a) statutory Liens for current Taxes or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate Actions by any member of the Company Group and for which appropriate reserves have been established in accordance with GAAP; (b) mechanics’, materialmen’s, supplier’s, vendor’s, carriers’, workers’, repairers’ and similar statutory Liens arising or incurred in the ordinary course of business securing amounts that are not yet due and payable or the amount or validity of which is being contested in good faith by appropriate Actions by any member of the Company Group and for which appropriate reserves have been established in accordance with GAAP and which are not, individually or in the aggregate, material; (c) covenants, conditions, restrictions, easements and other similar matters of record affecting title to the Leases which, individually or in the aggregate, do not materially impair the occupancy or use of the Leases for the purposes for which it is currently used in connection with the Business; (d) pledges or deposits to secure obligations under worker’s compensation, unemployment insurance, social security, retirement and similar legislation arising in the ordinary course of business that do not limit in any material respect the ordinary conduct of the businesses of members of the Company Group; and (e) Liens imposed under federal or state securities Laws.

“Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated association, trust, corporation, limited liability company, entity or Government Authority (whether foreign, federal, state, county, city or otherwise and including any instrumentality, division, agency or department thereof).

“Personal Information” means (i) any information related to an identifiable natural individual and any other information that constitutes personal data or personal information under any Privacy Obligation, (ii) an individual’s combined first and last name, home address, telephone number, email address, Government Authority-issued identifier (including social security number, driver’s license number, or passport number), payment card, bank or other financial information, and biometric, medical or health information, including Protected Health Information as defined by HIPAA, (iii) any information of or about a natural individual that, under any Privacy Obligation, requires any Person to be notified if such information is lost, misused, wrongly accessed, wrongly acquired or compromised, and (iv) all data and content uploaded or otherwise provided by or on behalf of the Business’s customers to or otherwise collected by the Business’s products or services.

“Pre-Closing Expenses” means the aggregate amount of (a) fees and expenses of Asana PC due, incurred and/or payable by Asana PC as of the Closing (and not paid prior to the Closing) to any brokers, financial advisors, consultants, accountants, attorneys or other professionals engaged by Asana PC in connection with the structuring, negotiation or consummation of the transactions contemplated by this Agreement and the consummation of the transactions contemplated hereby as of the Closing, (b) any sale, change of control or similar bonuses or payments payable to any Person by Asana PC as of immediately

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prior to the Closing and which payments are owed following the Closing by Asana PC as a result of the transactions contemplated by this Agreement or the agreements contemplated hereby, together with the employer portion of any payroll or other employment Taxes attributable to the payment of any amounts described in this clause (b), and (c) fifty percent (50%) of the premium amount of the R&W policy.

“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and the portion of any Straddle Period up to and including the Closing Date.

“Premises” has the meaning set forth in Section 3.9(b).

“Privacy Obligations” means all applicable Laws, contracts, agreements or other instruments, self-regulatory standards, or written policies or terms of use of the Company Group that are related to privacy, security, data protection, breach, or Processing of Personal Information, including, HIPAA, the European Union General Data Protection Regulation (Regulation (EU) 2016/679), the European Union ePrivacy Directive (Directive 2002/58/EC) and applicable implementing laws, the Federal Trade Commission Act, the Controlling the Assault of Non-Solicited Pornography And Marketing Act, the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, Children’s Online Privacy Protection Act, the Computer Fraud and Abuse Act, the Gramm Leach Bliley Act, the Fair Credit Reporting Act, the Fair and Accurate Credit Transaction Act, the Identity Theft Red Flags Rule, state data security laws, state unfair or deceptive trade practices laws, state biometric privacy acts, state social security number protection laws, state data breach notification laws, and Canada’s Personal Information Protection and Electronic Documents Act, the Payment Card Industry Data Security Standards, the Payment Application Data Security Standards, any Laws concerning requirements for website and mobile application privacy policies and practices, data or web scraping, cybersecurity disclosures in public filings, call or electronic monitoring or recording or any outbound communications, and any Laws requiring a Person to be notified of any situation where there is, or there is reason to believe there has been, a loss, misuse, unauthorized access, or unauthorized acquisition of Personal Information.

“Processing” means any operation which is performed on Personal Information or other data and includes receipt, access, acquisition, collection, recording, organization, compilation, structuring, storage, adaptation, alteration, retrieval, consultation, use, disclosure, transfer, transmission, dissemination, making available, alignment or combination, restriction, disposal, erasure or destruction.

“Purchase Price” has the meaning set forth in Section 1.3.

“Purchased Assets” has the meaning set forth in Section 1.1(a).

“Representative” means, with respect to any Person, any director, officer, manager, member, partner (whether limited or general), principal, attorney, employee, agent, advisor, consultant, accountant, or any other Person acting in a representative capacity for such Person or, in the case of the Buyer, any existing or potential financing source (including lenders and co-investors).

“Resolution Period” has the meaning set forth in Section 1.6(b)(ii).

“Retention Amount” means an amount equal to $134,550, representing the aggregate retention under the R&W Policy.

“Restricted Parties” has the meaning set forth in Section 6.1.

“Restricted Period” has the meaning set forth in Section 6.1.

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“R&W Policy” means that certain Representations and Warranties Insurance Policy, dated as of the Closing Date, issued by Ethos Specialty Insurance Services LLC to Buyer.

“Seller” has the meaning set forth in the preamble.

“Seller Claim” has the meaning set forth in Section 5.7(c).

“Seller Indemnified Parties” has the meaning set forth in Section 5.3.

“Seller Parties” has the meaning set forth in the preamble.

“Straddle Period” means any Tax year or other Tax period beginning on or before the Closing Date and ending after the Closing Date.

“Target Net Working Capital” means $5,456,000.

“Tax” or “Taxes” means any (a) federal, state, local or foreign income, gross receipts, franchise, profits, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, social security, escheat, unclaimed property, unemployment, disability, payroll, employment, license, employee or other withholding, foreign or domestic withholding, or other tax, of any kind whatsoever, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing (whether disputed or not); (b) liability of any member of the Company Group for the payment of any amounts of the type described in clause (a) arising as a result of being (or ceasing to be) a member of any affiliated group (or being included (or required to be included) in any Tax Return relating thereto); and (c) liability of any member of the Company Group for the payment of any amounts of the type described in clause (a) as a result of any express obligation to indemnify or otherwise assume or succeed to the liability of any other Person.

“Tax Returns” means returns, declarations, reports, claims for refund, information returns or other documents (including any related or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection of Taxes of any party or the administration of any Laws, relating to any Taxes.

“Technology” means all inventions, works, discoveries, innovations, know-how, information (including ideas, research and development, formulas, algorithms, compositions, processes and techniques, data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, business and marketing plans and proposals, graphics, illustrations, artwork, documentation, and manuals), databases, computer software, firmware, computer hardware, integrated circuits and integrated circuit masks, electronic, electrical, and mechanical equipment, and all other forms of technology, including improvements, modifications, works in process, derivatives, or changes, whether tangible or intangible, embodied in any form, whether or not protectable or protected by patent, copyright, mask work right, trade secret law, or otherwise, and all documents and other materials recording any of the foregoing.

“Third Party Claim” has the meaning set forth in Section 5.4(a).

“Transaction Documents” means this Agreement, the Bill of Sale, the Assignment and Assumption Agreement, the Asana PC Stock Purchase Agreement, and the Transition Services Agreement.

“Union” has the meaning set forth in Section 3.10(f).

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AMERICAN WELL CORPORATION

UNAUDITED PRO FORMA FINANCIAL INFORMATION

(In thousands, except share and per share amounts)

 

On January 8, 2025, American Well Corporation (“Amwell” or the “Company”) completed the sale of all property and assets of its wholly owned subsidiary, Aligned TeleHealth, LLC, for an upfront cash consideration of $20,714,459 and additional consideration equal to 0.4x Avel eCare, LLC (the “Buyer”) and its affiliates’ aggregate revenues arising from the provision of telepsychiatry services to hospitals and correctional programs to current customers and potential customers in the sales pipeline of Aligned TeleHealth, LLC and Asana Integrated Medical Group (collectively, the “Business” or “APC business”) during the twelve-month period immediately following the closing, excluding revenues arising from the provision of on-site psychiatric services to certain of the Business’ contracts and other specified revenues (“Additional Payment”). Under generally accepted accounting principles, this Additional Payment is considered seller contingent consideration. The Company has made an accounting policy election to account for the seller contingent consideration when realizable. In connection with the sale, the Buyer assumed specified contracts and the related accounts receivable and all accounts payable and accrued expenses of the Business.

 

The unaudited pro forma consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”. The following unaudited pro forma condensed consolidated financial information consist of an unaudited pro forma condensed consolidated balance sheet as of September 30, 2024 and unaudited pro forma condensed consolidated statements of operations and comprehensive loss for the year ended December 31, 2023 and for the nine months ended September 30, 2024. The unaudited pro forma condensed consolidated balance sheet assumes that the sale had occurred on September 30, 2024, and the unaudited pro forma condensed consolidated statements of operations and comprehensive loss assume that the sale had occurred on January 1, 2023.

 

The transaction accounting adjustments for the sale consist of those necessary to account for the sale. The unaudited pro forma condensed consolidated financial information do not include any management’s adjustments that include forward-looking information.

 

The unaudited pro forma condensed consolidated financial information have been prepared based upon available information and management estimates and are subject to assumptions and adjustments described below and in the accompanying notes to those financial statements. The unaudited pro forma condensed consolidated financial information are not intended to represent or be indicative of the financial condition or results of operations that might have occurred had the sale occurred as of the dates stated above, and further should not be taken as representative of future financial condition or results of operations of the remaining business. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. Management believes these assumptions and adjustments are reasonable under the circumstances, given the information available at the filing date.

 

The unaudited pro forma condensed consolidated financial information and the accompanying notes should be read in conjunction with:

 

–	the audited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Amwell’s Form 10-K for the fiscal year ended December 31, 2023 and

 

–	the unaudited condensed consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Amwell’s Form 10-Q for the quarter ended September 30, 2024.

 

The historical column in the unaudited pro forma condensed consolidated financial statements reflects Amwell’s historical financial statements for the periods presented and does not reflect any adjustments related to the sale.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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AMERICAN WELL CORPORATION

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(In thousands, except share and per share amounts)

 

		As of September 30, 2024
		Historical American Well Corporation (A)				Transaction Accounting Adjustments (B)	Notes	Pro forma
Assets
Current assets:
Cash and cash equivalents		$	244,647			$20,075	(1)	$	264,722
Accounts receivable ($749 from related parties and net of    allowances of $1,056)			89,264			(7,331)	(2)		81,933
Inventories			4,761			-			4,761
Deferred contract acquisition costs			2,391			-			2,391
Prepaid expenses and other current assets			15,814			-			15,814
Total current assets			356,877			12,744			369,621
Restricted cash			795			-			795
Property and equipment, net			424			-			424
Goodwill			—			-			-
Intangibles assets, net			108,875			(4,215)	(3)		104,660
Operating lease right-of-use asset			8,012			-			8,012
Deferred contract acquisition costs, net of current portion			5,198			-			5,198
Other assets			2,312			-			2,312
Investment in minority owned joint venture			493			-			493
Total assets		$	482,986			$8,529		$	491,515
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	8,150			$(56)	(4)	$	8,094
Accrued expenses and other current liabilities			47,908			(1,537)	(5)		46,371
Operating lease liability, current			3,658			-			3,658
Deferred revenue ($61 from related parties)			62,457			-			62,457
Total current liabilities			122,173			(1,593)			120,580
Other long-term liabilities			1,500			-			1,500
Operating lease liability, net of current portion			5,440			-			5,440
Deferred revenue, net of current portion			3,823			-			3,823
Total liabilities			132,936			(1,593)			131,343
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value; 100,000,000 shares authorized, no    shares issued or outstanding as of December 31, 2023 and as of    December 31, 2022			—			-			—
Common stock, $0.01 par value; 1,000,000,000 Class A shares    authorized, 255,542,545 and 244,193,727 shares issued and    outstanding, respectively; 100,000,000 Class B shares    authorized, 27,390,397 shares issued and outstanding,    respectively; 200,000,000 Class C shares authorized 5,555,555    issued and outstanding as of December 31, 2023 and as of    December 31, 2022			153						153
Additional paid-in capital			2,275,543			-			2,275,543
Accumulated other comprehensive income (loss)			(15,765	)		-			(15,765	)
Accumulated deficit			(1,923,268	)		10,122	(10) (13)		(1,913,146	)
Total American Well Corporation stockholders’ equity			336,663			10,122			346,785
Non-controlling interest			13,387			-			13,387
Total stockholders’ equity			350,050			10,122			360,172
Total liabilities and stockholders’ equity		$	482,986			$8,529		$	491,515

 

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AMERICAN WELL CORPORATION

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share amounts)

 

		Year Ended December 31, 2023
		Historical American Well Corporation (A)				Transaction Accounting Adjustments (B)			Notes	Pro forma
Revenue
($3,859 from related parties)		$	259,047			$	(23,968)	(6)			$	235,079
Costs and operating expenses:
Costs of revenue, excluding depreciation and amortization    of intangible assets			164,287				(23,694)	(7)				140,593
Research and development			105,827				-					105,827
Sales and marketing			86,460				-					86,460
General and administrative			126,645				(345)	(8)				125,929
							(371)	(13)
Depreciation and amortization expense			31,492				(1,965)	(9)				29,527
Goodwill impairment			436,479				—					436,479
Total costs and operating expenses			951,190				(26,375)					924,815
(Loss) Income from operations			(692,143	)			2,407					(689,736	)
Interest income and other income (expense), net			19,422									19,422
Gain on sale			-				10,447	(10)				10,447
(Loss) Income before benefit (expense) from income taxes and loss from equity method investment			(672,721	)			12,854					(659,867	)
(Expense) benefit from income taxes			(3,860	)			-	(11)				(3,860	)
Loss from equity method investment			(2,590	)			-					(2,590	)
Net (loss) income			(679,171	)			12,854					(666,317	)
Net loss attributable to non-controlling interest			(4,007	)			-					(4,007	)
Net (loss) income attributable to American Well Corporation		$	(675,164	)		$	12,854				$	(662,310	)
Net (loss) income per share attributable to common    stockholders, basic and diluted		$	(2.38	)		$	0.05	(12)			$	(2.33	)
Weighted-average common shares outstanding, basic and    diluted			284,256,743				284,256,743					284,256,743

 

 

 

 

 

 

 

 

 

 

 

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AMERICAN WELL CORPORATION

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share amounts)

 

		Nine Months Ended September 30, 2024
		Historical American Well Corporation (A)				Transaction Accounting Adjustments (B)			Notes	Pro forma
Revenue
($2,442 from related parties)		$	183,358			$	(17,958)	(6)			$	165,400
Costs and operating expenses:
Costs of revenue, excluding depreciation and amortization    of intangible assets			118,799				(17,716)	(7)				101,083
Research and development			67,283				-					67,283
Sales and marketing			60,883				-					60,883
General and administrative			86,404				(259)	(8)				86,145
Depreciation and amortization expense			24,767				(1,459)	(9)				23,308
Goodwill impairment			-				—					-
Total costs and operating expenses			358,136				(19,434)					338,702
(Loss) income from operations			(174,778	)			1,476					(173,302	)
Interest income and other income (expense), net			10,334				-					10,334
(Loss) income before benefit (expense) from income taxes and loss from equity method investment			(164,444	)			1,476					(162,968	)
(Expense) benefit from income taxes			(1,223	)			-	(11)				(1,223	)
Loss from equity method investment			(2,402	)			-					(2,402	)
Net (loss) income			(168,069	)			1,476					(166,593	)
Net loss attributable to non-controlling interest			(2,580	)			-					(2,580	)
Net (loss) income attributable to American Well Corporation		$	(165,489	)		$	1,476				$	(164,013	)
Net (loss) income per share attributable to common    stockholders, basic and diluted		$	(11.13	)		$	0.10	(12)			$	(11.03	)
Weighted-average common shares outstanding, basic and    diluted			14,864,967				14,864,967					14,864,967

 

 

 

 

 

 

 

 

 

 

 

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Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

 

A) Derived from the consolidated balance sheet as of September 30, 2024, and consolidated statement of operations for the year ended December 31, 2023 and the nine months ended September 30, 2024, reported in our Form 10-K filed on March 1, 2024 and Form 10-Q filed on October 30, 2024.

 

B) Reflects the sale of the assets and liabilities of the APC business pursuant to the asset purchase agreement.

 

Transaction Accounting Adjustments:

 

 

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Amwell® divests virtual psychiatric care business to Avel eCare in all-cash transaction

 

Divestment of Amwell Psychiatric Care intended to focus product portfolio on key growth initiatives

 

Company reiterates guidance for 2024

 

BOSTON Jan. 9, 2025-- Amwell® (NYSE: AMWL), a global leader in digital care, today announced it has sold its Amwell Psychiatric Care (APC) business to Avel eCare, a national leading provider of clinician-to-clinician telehealth services.

With the divestiture of APC, a virtual psychiatric care service that Amwell purchased in 2019, Amwell continues to sharpen its focus on key growth areas, driving greater efficiencies and fulfilling clients’ digital care ambitions. Throughout its nearly 20-year history, Amwell has continuously adapted to market demands by leveraging its technology and healthcare expertise to enable clients to deliver high-quality care. The company’s decision to divest APC reinforces its culture of agility and commitment to meeting clients’ virtual care needs.

“The divestment of APC will enable us to increase focus on our unified, world class digital care platform. The transaction strengthens our balance sheet while emphasizing our focus on growing accretive software contribution in our product mix.” said Ido Schoenberg, M.D., Amwell chairman and CEO. “We’re confident Avel eCare will be a wonderful home for our APC business and will continue to offer great value to clients. Their expertise in telehealth and shared commitment to innovation make them the ideal organization to carry forward this important work. We look forward to exploring collaborative ways for Amwell and Avel to serve patients and communities together.”

Avel eCare is purchasing the APC business for approximately $21M in cash at closing and an additional earn-out payment. The sale includes APC technology, personnel and Asana, the psychiatric clinical network affiliated with Amwell that employs and contracts with APC clinicians.

Through Amwell Medical Group® (AMG), the company’s affiliated clinical partner, Amwell remains committed to delivering accessible and convenient behavioral health services, including AMG Therapy Services and SilverCloud® by Amwell digital behavioral health. AMG will continue to be integrated into the Amwell suite of digital care solutions to complement clients’ clinical staffing needs.

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“This transaction enables us to place an even greater focus on our mission of connecting and empowering providers, insurers and innovators to deliver more accessible, affordable and high-quality care," said Schoenberg. “It also fortifies our confidence in our stated goal to achieve positive cash flow in 2026.”

Amwell reiterated its guidance for 2024, which calls for:

 

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

 

©2025 American Well Corporation. All rights reserved. Amwell®, SilverCloud®, Amwell Converge™, Carepoint™, Amwell Medical Group® and the Amwell logo are registered trademarks or trademarks of American Well Corporation.

 

About Avel eCare

Avel eCare is a national leader in telemedicine with over 30 years of experience delivering high-quality care across diverse communities. Its services span EMS, ER, Critical Care, Pharmacy, and Behavioral Health. Since launching its Behavioral Health services in 2017 and Crisis Care in 2019, Avel has led the way in innovative healthcare solutions, providing clinician-to-clinician support and ensuring patients receive the care they need, wherever they are.

For more information:
Media
Angela Vogen
press@amwell.com

Investors
Sue Dooley
Sue.Dooley@amwell.com
415.602.9167
 

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v3.24.4

Document And Entity Information	Jan. 08, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 08, 2025
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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