What changed in this filing

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Item 1A. Risk Factors

2022-02-28 compared with 2021-03-26 · 64 added, 72 removed, 924 unchanged (13% of the section changed)

11 unchanged sentences

inability to grow our base of affiliated and non-affiliated providers sufficient to serve patient demand;

inability to remediate material weaknesses or maintain effective internal control over financial reporting;

compliance with regulations concerning personally identifiable information and personal health industry;

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As of December 31, 2021, we had an accumulated deficit of $811.3 million.

These losses and accumulated deficit reflect the substantial investments we made to acquire new clients and develop our technology platform.

These losses and accumulated deficit reflect the substantial investments we made to acquire new clients and develop our Platform.

We intend to continue scaling our business to increase our client, patient, member and provider bases, broaden the scope of services we offer, invest in research and development and expand the applications of our technology through which consumers can access our services.

Accordingly, we anticipate that cost of revenue and operating expenses will increase substantially in the foreseeable future.

These efforts may prove more expensive than we currently anticipate and we may not succeed in increasing our revenue sufficiently to

offset these higher expenses.

These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses.

We cannot assure you that we will achieve profitability in the future or that, if we do become profitable, we will be able to sustain or increase profitability.

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Historically, we have relied on a limited number of clients for a substantial portion of our total revenue.

For the years ended December 31, 2020, 2019 and 2018, one client, one client and two clients, respectively, represented 10% or more of our total revenue.

For all of the years ended December 31, 2021, 2020 and 2019, one client, represented 10% or more of our total revenue.

For the years ended December 31, 2021, 2020 and 2019, our largest client, Anthem, accounted for 25%, 22% and 23% of our revenue, respectively.

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Any debt financing secured by us in the future could involve additional restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions.

In addition, during times of economic instability, it has been difficult for many companies to obtain financing in the public markets or to obtain debt financing, and we may not be able to obtain additional financing on commercially reasonable terms, if at all.

In addition, during times of economic instability, it has been difficult for many companies to

obtain financing in the public markets or to obtain debt financing, and we may not be able to obtain additional financing on commercially reasonable terms, if at all.

If we are unable to obtain adequate financing or financing on terms satisfactory to us, it could have a material adverse effect on our business, financial condition and results of operations.

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While the telehealth market is in an early stage of development, it is competitive and we expect it to attract increased competition, which could make it difficult for us to succeed.

We currently face competition in the telehealth industry from a range of companies, including specialized software and solution providers that offer similar solutions, often at substantially lower prices, and that are continuing to develop additional products and becoming more sophisticated and effective.

These competitors include Doctor On Demand and Teladoc.

In addition, large, well-financed health systems have in some cases developed their own telehealth tools and may provide these solutions to their customers at discounted prices.

EHR vendors, such as Cerner and Epic, could build telehealth functionality directly into their existing EHR systems instead of utilizing our services.

The surge in interest in telehealth, and in particular the relaxation of HIPAA privacy and security requirements, has also attracted new competition from providers who utilize consumer-grade video conferencing platforms such as Zoom and Twilio.

Competition from large software companies or other specialized solution providers, communication tools and other parties could result in continued pricing pressures, which is likely to lead to price declines in certain product segments, which could negatively impact our sales, profitability and market share.

We currently face competition in the digital care delivery market from a range of companies, including specialized software and solution providers that offer similar solutions, often at substantially lower prices, and that are continuing to develop additional products and becoming more sophisticated and effective.

Our competitors in the digital care delivery market range from traditional telehealth players such as Teladoc, Included Health and MDLive;

video communications players such as Zoom or Microsoft Teams;

physician networks or tools such as Doximity and Caregility;

technology companies such as Amazon and EHR players (which are also partners) such as Epic, Allscripts and Athenahealth.

Competition could result in continued pricing pressures, which is likely to lead to price declines in certain product segments, which could negatively impact our sales, profitability and market share.

Some of our competitors may have greater name recognition, longer operating histories and significantly greater resources than we do.

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These industry participants may try to use their market power to negotiate price reductions for our products and services.

In light of these factors, even if our solution is more effective than those of our competitors, current or potential clients may accept competitive solutions in lieu of purchasing our solution.

In light of these factors, even if our solution is more effective than those of our competitors, current or potential clients may accept

competitive solutions in lieu of purchasing our solution.

If we are unable to successfully compete in the telehealth market, our business, financial condition and results of operations could be materially adversely affected.

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The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (the “Affordable Care Act” or the “ACA”) in 2010 made major changes in how healthcare is delivered and reimbursed, and increased access to health insurance benefits to the uninsured and underinsured population of the United States.

Since its enactment, there have been judicial and Congressional challenges to certain aspects of the ACA as well as recent efforts to repeal or replace certain aspects of the ACA.

For example, the Tax Cuts and Jobs Act of 2017 was enacted, which includes a provision repealing, effective January 1, 2019, the tax-based shared responsibility payment imposed by the ACA on certain individuals who fail to maintain qualifying health coverage for all or part of a year that is commonly referred to as the “individual mandate.” Since the enactment of the Tax Cuts and Jobs Act of 2017, there have been additional amendments to certain provisions of the ACA, and we expect the current presidential administration and Congress will likely continue to seek to modify all, or certain provisions of, the ACA.

It is uncertain the extent to which any such changes may impact our business or financial condition.

Congress may consider other legislation to repeal and replace elements of the ACA.

In November 2020, the Supreme Court heard arguments in a case regarding whether the individual mandate portion of the ACA is constitutional and whether the remaining provisions of the ACA would be valid without the individual mandate.

We continue to evaluate the effect that the ACA and its possible modification or repeal and replacement has on our business.

Since its enactment, there have been judicial challenges and executive efforts to repeal, replace, modify or expand the ACA.

We expect the current presidential administration and Congress will likely continue to seek to modify or expand the ACA.

It is uncertain the extent to which any such changes may impact our business or financial condition.

Other legislative changes have been proposed and adopted since the ACA was enacted.

These changes include aggregate reductions to Medicare payments to providers of up to 2% per fiscal year pursuant to the Budget Control Act of 2011 and subsequent laws, which began in 2013 and due to subsequent legislative amendments, will stay in effect through 2030, with the exception of a temporary suspension from May 1, 2020 through March 31, 2021.

In January 2013, the American Taxpayer Relief Act of 2012 was signed into law, which, among other things, further reduced Medicare payments to several types of providers, including hospitals, imaging centers and cancer treatment centers, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years.

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If growth in the number of individuals covered by our health systems and health plans decreases, or the number of products or services that we are able to sell to our clients decreases due to legal, economic or business developments, our revenue will likely decrease.

We currently generate most of our revenues from customers who purchase access to our telehealth platform.

We currently generate most of our revenues from customers who purchase access to our Platform.

These contracts generally have stated initial terms of three years.

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If our new telehealth offerings are not adopted by our clients, or if we fail to innovate and develop new software offerings that are adopted by our clients, our revenue and results of operations will be adversely affected.

To date, we have historically derived a substantial majority of our revenue from customers who pay for access to our telehealth platforms.

To date, we have historically derived a substantial majority of our revenue from customers who pay for access to our Platform.

However, as a result of the COVID-19 pandemic, our visit revenue has grown substantially;

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Large clients often require specific features or functions unique to their consumer base, which, at a time of significant growth or during periods of high demand, may strain our implementation capacity and hinder our ability to successfully implement our solution to our clients in a timely manner.

We are in the process of hiring additional accounting personnel and, as a public company, may need to make further investments in our technology and automate portions of our solution or services to decrease our costs.

If we are unable to address the needs of our clients or consumers, or our clients or consumers are unsatisfied with the quality of our solution or services, they may not renew their contracts, seek to cancel or terminate their relationship with us or renew on less favorable terms, any of which could cause our annual net dollar retention rate to decrease.

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In addition, we expect that our management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements.

In particular, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase when we are no longer an emerging growth company.

We have hired additional accounting personnel and we may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and will need to establish an internal audit function within one year of our initial public offering.

We have an unremediated material weaknesses in our internal control over financial reporting.

If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price.

We have identified material weaknesses in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Our independent registered public accounting firm is not required to audit the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in the JOBS Act.

At such time, our independent registered public accounting firm may issue an audit report that is adverse in the event one or more material weaknesses exist in our internal control over financial reporting.

Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of periodic management evaluations and annual independent registered public accounting firm audit reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC.

As a public company, we are required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 10-K.

Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business, results of operations and financial condition and could cause a decline in the trading price of our Class A common stock.

In particular, we are incurring significant expenses and devoting substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and we expect to continue to do so.

We have hired additional accounting personnel and we may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge.

Economic uncertainties or downturns in the general economy or the industries in which our clients operate could disproportionately affect the demand for our solution and negatively impact our results of operations.

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Our international products need to meet country-specific client and member preferences as well as country-specific legal requirements, including those related to licensing, privacy, data storage, location, protection and security.

We have offices in the United States and Israel and a client in Israel.

We have offices in the United States, Ireland and Israel and clients in Israel and as a result of the SilverCloud acquisition, throughout Europe and in Australia.

Our international operations require us to overcome logistical and other challenges based on differing languages, cultures, legal and regulatory schemes and time zones.

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Our third-party data center operators could decide to close their facilities without adequate notice.

In addition, any financial difficulties, such as bankruptcy faced by our third-party data centers operators or any of the service providers with whom we or they contract may have negative effects on our business, the nature and extent of which are difficult to predict.

addition, any financial difficulties, such as bankruptcy faced by our third-party data centers operators or any of the service providers with whom we or they contract may have negative effects on our business, the nature and extent of which are difficult to predict.

Additionally, if our data centers are unable to keep up with our growing needs for capacity, this could have an adverse effect on our business.

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We are subject to laws and regulations relating to the collection, use, retention, security and transfer of this information.

Because of the extreme sensitivity of the information we store and transmit, the security features of our and our third-party vendors’ computer, network, and communications systems infrastructure are critical to the success of our business.

Because of the extreme sensitivity of the information we store and transmit, the security features of our and our third-party vendors’ computer, network, and

communications systems infrastructure are critical to the success of our business.

A breach or failure of our or our third-party vendors’ network, hosted service providers or vendor systems could result from a variety of circumstances and events, including third-party action, employee negligence or error, malfeasance, computer viruses, cyber-attacks by computer hackers such as denial-of-service and phishing attacks, failures during the process of upgrading or replacing software and databases, power outages, hardware failures, telecommunication failures, user errors, or catastrophic events.

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We encounter technical obstacles from time to time, and it is possible that we may discover additional problems that prevent our proprietary applications from operating properly.

If our solution does not function reliably or fails to achieve client expectations in terms of performance, clients could assert liability claims against us or attempt to cancel their contracts with us.

If our solution does not function reliably or fails to achieve

client expectations in terms of performance, clients could assert liability claims against us or attempt to cancel their contracts with us.

This could damage our reputation and impair our ability to attract or maintain clients.

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The costs incurred in correcting any defects or errors may be substantial and could have a material adverse effect on our business, financial condition and results of operations.

We intend to make significant investments in our platform in 2021 to upgrade it in several important ways.

We intend to make significant investments in the Amwell Platform in 2022 to upgrade it in several important ways.

While we expect these investments to provide significant advantage, we cannot assure you that the upgrades will be completed on a timely basis within our budget or achieve our goals.

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Our clients utilize a variety of data formats, applications and information systems and our solution must support our clients’ data formats and integrate with complex enterprise applications and information systems.

If our telehealth platform does not currently support a client’s required data format or appropriately integrate with a client’s applications and information systems, then we must configure our platform to do so, which increases our expenses.

If our Platform does not currently support a client’s required data format or appropriately integrate with a client’s applications and information systems, then we must configure our Platform to do so, which increases our expenses.

Additionally, we do not control our clients’ implementation schedules.

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Because we retain the economic ownership in and control over shares of the PCs, even though we have transferred legal title to the shares of the PCs to Dr.

Peter Antall, with respect to the Online Care Group, in order to comply with the laws of the various states in which the PCs were formed and operate, we believe that we are the beneficial owners of the stock of the PCs for U.S.

Cynthia Horner, with respect to the Online Care Group, in order to comply with the laws of the various states in which the PCs were formed and operate, we believe that we are the beneficial owners of the stock of the PCs for U.S.

federal and state income tax purposes and thus are entitled to include the PCs in our U.S.

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We file state and local income tax returns in 45 states and 3 cities.

There is a risk that certain state tax authorities where we do not currently file a state income tax return could assert that we are liable for state and local income taxes based upon income or gross receipts allocable to such states or localities.

There is a risk that certain state tax authorities where we do not currently file a state income tax return could assert that we are liable for state and local income taxes based upon

income or gross receipts allocable to such states or localities.

States and localities are becoming increasingly aggressive in asserting nexus for state and local income tax purposes.

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The federal NOL carryforwards for years before 2018 begin to expire in 2026, the state NOL carryforwards began to expire in 2022 and federal research and development credit carryforwards begin to expire in 2027.

Federal NOL carryforwards totaling $232.9 million generated in 2020, 2019 and 2018 do not expire and can be carried forward indefinitely.

Federal NOL carryforwards totaling $472.0 million generated in 2018 and after do not expire and can be carried forward indefinitely.

Based on our analysis of changes in the ownership of our stock through December 31, 2021, we do not believe that any such changes prior to such date resulted in significant limitations under Section 382 of the Code on our ability to utilize NOL and credit carryforwards generated prior to that date.

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We may fail to realize all of the anticipated benefits of the Aligned Acquisition, including expected synergies, and we will be subject to business uncertainties that could adversely affect our business.

The success of the Aligned Acquisition will depend, in part, on our ability to realize anticipated cost synergies by integrating Aligned’s customer relationships with our telehealth platform.

The success of the Aligned Acquisition will depend, in part, on our ability to realize anticipated cost synergies by integrating Aligned’s customer relationships with our Platform.

Our success in realizing these benefits, and the timing of this realization, depends on the successful integration of our business and operations with Aligned’s business and may require significant internal and external investment.

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The occurrence of any of these events could have a material adverse effect on our operating results.

We may fail to realize all of the anticipated benefits of the August 2021 Acquisitions, including expected synergies, and be subject to business uncertainties that could adversely affect our business, including difficulty integrating the Conversa and SilverCloud businesses

We believe that the August 2021 Acquisitions will result in certain benefits, including certain cost synergies, product innovations, and operational efficiencies.

However, our success in realizing these benefits and synergies, and the timing of this realization, depends on the successful integration of our business and operations with Conversa’s and SilverCloud’s businesses, respectively, and may require significant internal and external investment.

The efforts to realize these benefits and synergies will be a complex process and may disrupt each of the companies’ existing operations if not implemented in a timely and efficient manner.

The full benefits of the August 2021 Acquisitions, including the anticipated sales or growth

opportunities, may not be realized as expected or may not be achieved within the anticipated time frame, or at all.

Failure to achieve the anticipated benefits of the August 2021 Acquisitions could adversely affect our results of operations or cash flows, cause dilution to our earnings per share, decrease or delay any accretive effect of the August 2021 Acquisitions and negatively impact the price of our common stock.

The combined company may fail to realize the anticipated benefits of the August 2021 Acquisitions for a variety of reasons, including the following:

the August 2021 Acquisitions may result in our assuming unexpected liabilities;

we may experience difficulties integrating operations and systems, for example with respect to accounting and IT controls, IT systems as well as company policies and cultures;

we may fail to retain and assimilate employees of Conversa’s and/or SilverCloud’s business;

we may fail to effectively coordinate sales and marketing efforts to communicate the capabilities of the combined company;

we may fail to combine product offerings and product lines quickly and effectively;

problems may arise in entering new markets in which we have little or no experience.

Uncertainty about the effect of the August 2021 Acquisitions on employees, customers and suppliers may expose us to financial, executional and operational risks.

These uncertainties may impair our ability to attract, retain and motivate key personnel and could cause our customers, suppliers and other business partners to delay or defer certain business decisions or to seek to change existing business relationships with us.

The occurrence of any of these events could have a material adverse effect on our operating results.

We may pursue acquisitions and other strategic transactions to complement or expand our business that may not be successful, and we may lose up to the entire value of our investment in these acquisitions and transactions.

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To pursue acquisitions and other strategic transactions, we may need to raise additional capital in the future, which may not be available on acceptable terms or at all.

In addition to committing capital to complete the acquisitions, substantial capital may be required to operate the acquired businesses following their acquisition.

In addition to

committing capital to complete the acquisitions, substantial capital may be required to operate the acquired businesses following their acquisition.

These acquisitions may result in significant financial losses if the intended objectives of the transactions are not achieved.

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Where they apply, the FCPA and the U.K.

Bribery Act of 2010 (the “UK Bribery Act”) prohibit us and our officers, directors, employees and business partners acting on our behalf, including joint venture partners and agents, from corruptly offering, promising, authorizing or providing anything of value to public officials for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment.

otherwise obtaining favorable treatment.

As part of our business, we may deal with governments and state-owned business enterprises, the employees and representatives of which may be considered public officials for purposes of the FCPA.

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We do not own our AMG-affiliated entities.

For example, Amwell Medical Group ™ -affiliated entities are owned by Dr.

Peter Antall, one of AMG’s medical providers, who also currently serves as our Chief Medical Officer.

For example, AMG affiliated entities are owned by Dr.

Cynthia Horner, one of AMG’s medical providers, who also currently serves as our Medical Director.

We in turn contract with these entities through business support agreements and direct transfer agreements for the provision of health care services and the receipt of fees.

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Security breaches, loss of data and other disruptions could compromise sensitive information related to our business or prevent us from accessing critical information and expose us to liability, which could adversely affect our business and our reputation.

Because of the extreme sensitivity of the PII and PHI we store and transmit, the security features of our technology platform are very important.

Because of the extreme sensitivity of the PII and PHI we store and transmit, the security features of our Platform are very important.

If our security measures, some of which are managed by third parties, are breached or fail, unauthorized persons may be able to obtain access to sensitive client and member data, including PHI.

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Consumers may curtail their use of or stop using our services or our client base could decrease, which would cause our business to suffer.

In addition, we could face litigation, damages for contract breach, penalties and regulatory actions for violation of HIPAA and other applicable

laws or regulations and significant costs for remediation, notification to individuals and for measures to prevent future occurrences.

In addition, we could face litigation, damages for contract breach, penalties and regulatory actions for violation of HIPAA and other applicable laws or regulations

and significant costs for remediation, notification to individuals and for measures to prevent future occurrences.

Any potential security breach could also result in increased costs associated with liability for stolen assets or information, repairing system damage that may have been caused by such breaches, incentives offered to clients or other business partners in an effort to maintain our business relationships after a breach and implementing measures to prevent future occurrences, including organizational changes, deploying additional personnel and protection technologies, training employees and engaging third-party experts and consultants.

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the requirement that our compensation committee and nominating and corporate governance committee be composed entirely of independent directors.

We rely on certain of these exemptions, including the exemption from the requirement that our compensation committee be composed entirely of independent directors.

We do not currently rely on these exemptions.

However, we could elect to rely on them in the future.

Consequently, you will not have the same protections afforded to stockholders of companies that are subject to all of NYSE corporate governance rules and requirements.

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Further, in the event a court finds either exclusive forum provision contained in our amended and restated certificate of incorporation to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

The price of our Class A common stock may be volatile and fluctuate substantially.

Our stock price may be volatile.

The price of our Class A common stock has been and may continue to be volatile and fluctuate substantially.

Our stock price has been volatile in the past and may continue to be volatile in the future.

The stock market has experienced extreme volatility that has often been unrelated to the operating performance of particular companies.

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Sales of a substantial number of shares of our Class A common stock in the public market, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Class A common stock.

As of March 12, 2021, we had outstanding 206,135,349 shares of Class A common stock, 26,433,900 shares of Class B common stock and 5,555,555 shares of Class C common stock.

As of February 15, 2022, we had outstanding 230,368,903 shares of Class A common stock, 27,390,397 shares of Class B common stock and 5,555,555 shares of Class C common stock.

Moreover, certain stockholders have rights, subject to specified conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders.

We have also registered all shares of Class A common stock that we may issue under our equity compensation plans, which can be freely sold in the public market upon issuance, subject to volume limitations applicable to affiliates.

We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our Class A common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and may remain an emerging growth company for up to five years.

For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies.

These exemptions include:

being permitted to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report;

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, in the assessment of our internal control over financial reporting;

reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements;

an exemption from compliance with the requirement of the Public Company Accounting Oversight Board regarding the communication of critical audit matters in the auditor’s report on the financial statements;

exemption from the requirements of holding a nonbinding advisory vote on executive compensation and obtaining stockholder approval of any golden parachute payments not previously approved.

We have taken advantage of reduced reporting requirements in this Annual Report, that would be required if we were not an emerging growth company.

We cannot predict whether investors will find our Class A common stock less attractive if we rely on these exemptions.

If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be reduced or more volatile.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards.

This allows an emerging growth company to delay the adoption of these accounting standards until they would otherwise apply to private companies.

We have elected to use this extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and non-public companies, we can adopt the new or revised standard at the time non-public companies adopt the new or revised standard and can do so until such time that we either irrevocably elect to opt out of such extended transition period or no longer qualifies as an emerging growth company.

We may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for non-public companies.

If securities or industry analysts do not continue to publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors