American Well Corp 10-Q

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds Unregistered Sale of Equity Securities On September 21, 2020 we granted restricted stock units for an aggregate of 3,230,750 shares of Class A common stock under our 2020 Equity Incentive Plan None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. We believe the offers, sales, and issuances of the above securities were exempt from registration under the Securities Act (or Regulation D or Regulation S promulgated thereunder) by virtue of Section 4(a)(2) of the Securities Act because the issuance of securities to the recipients did not involve a public offering, or in reliance on Rule 701 because the transactions were pursuant to compensatory benefit plans or contracts relating to compensation as provided under such rule. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising. Use of Proceeds On September 21, 2020, we closed our initial public offering, or IPO, in which we sold 45,681,499 shares of our Class A common stock at an offering price of $18.00 per share, including 4,459,277 shares of Class A common stock pursuant to the exercise in full of the underwriters’ option to purchase additional shares. We received net proceeds of $768.5 million, after deducting underwriting discounts and commissions of $49.3 million and estimated deferred offering costs of $4.4 million. All of the shares of common stock issued and sold in our IPO were registered under the Securities Act of 1933, as amended pursuant to a registration statement on Form S-1 (File No. 333-248309), which was declared effective by the SEC on September 16, 2020. The representatives of the underwriters of our IPO were Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, Piper Sandler & Co, UBS Securities LLC, Credit Suisse Securities (USA) LLC, Cowen and Company, LLC, and Berenberg Capital Markets LLC. 38 Table of Contents Concurrent with the IPO we closed on the Google LLC private placement and issued 5,555,555 shares of Class C common stock for proceeds of $99.1 million, net of offering costs of $0.9 million. No offering costs were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning 10% or more of any class of our equity securities or to any other affiliates. As of September 30, 2020, approximately $1.5 million of expenses incurred in connection with our IPO had been paid. There has been no material change in the planned use of proceeds from our IPO from those disclosed in the Prospectus. In September 2020, the Company repurchased 1,340,354 shares of Class A and Class B common stock from certain executive officers and other employees, to permit such executive officers and other employees to pay taxes owed in connection with the vesting of equity awards, including the repayment of third party loans incurred to finance the payment of such taxes. Issuer Purchases of Equity Securities The following table provides information about the Company’s purchases of its common stock for each month during this quarterly period covered by this report: Period (a) Total number of shares (or units) purchased (b) Average price paid per share (or unit) (c) Total number of shares (or units) purchased as part of publicly announced plans or programs (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs July 1 to July 31 — — — — August 1 to August 31 — — — September 1 to September 30 1,340,354 * $ 18.00 — — Total 1,340,354 * $ 18.00 — — * Represents shares repurchased from certain officers using a portion of the net proceeds from the IPO, approximately $24.2 million, as discussed in Use of Proceeds . Item 3. Defaults Upon Senior Securities Not applicable. Item 4. Mine Safety Disclosures Not applicable.