What changed in this filing

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Item 1A. Risk Factors

2021-08-13 compared with 2021-05-14 · 55 added, 26 removed, 32 unchanged (72% of the section changed)

investment in the Company’s common stock involves a number of very significant risks.

You should carefully consider the risk factors

included in the “Risk Factors”

section of our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with

included in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with

the SEC on March 30, 2021, in addition to other information contained in our reports and in this quarterly report in evaluating the Company

2 unchanged sentences

risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2020.

The Company’s business, operating

results and financial condition could be adversely affected due to any of those risks.

10 unchanged sentences

This lack of long-term experience working together may adversely impact our senior management

team’s ability to effectively manage our business and growth.

currently rely, and for the foreseeable future will continue to rely, in substantial part on certain independent organizations, advisors,

9 unchanged sentences

our research, development, and commercialization goals.

are subject to securities class action lawsuits, which may require significant management time and attention and significant legal expenses

and may result in an unfavorable outcome, which could have a material adverse effect on our business, financial condition, results of

operations and cash flows.

all filed securities class action lawsuits were voluntarily dismissed, there is potential to be subject to additional securities class

action lawsuits, which could require significant management time and attention and significant legal expenses and could result in an

unfavorable outcome, which could have a material adverse effect on our business, financial condition, results of operations and cash

are subject to securities class action lawsuits, which may require significant management time and attention and significant legal expenses

1 unchanged sentence

operations and cash flows.

and certain of our officers have been named as defendants in a securities class action lawsuit that alleges that we and certain executive

officers violated Section 10(b) of the Exchange Act, Rule 10b-5 promulgated thereunder, and Section 20(a) of the Exchange Act by making

false or misleading statements about, and allegedly failed to disclose material adverse facts concerning, the Company’s business,

operations, and prospects.

While we believe that we have substantial legal and factual defenses to the claims in the class actions and

intend to vigorously defend each case, these lawsuits could divert management’s attention from our ordinary business operations,

the outcome of the pending litigation is difficult to predict and quantify, and the defense against the underlying claims could be costly.

The ultimate resolution of this matter could result in payments of monetary damages or other costs, materially and adversely affect our

business, financial condition, results of operations and cash flows, or adversely affect our reputation, and consequently, could negatively

impact the trading price of our common stock.

have insurance policies related to the risks associated with our business, including directors’

and officers’

liability insurance

have been named as defendants in an Americans with Disabilities class action lawsuit that alleges that our www.rexmd.com website

(i) the Americans with Disabilities Act, 42 U.S.C.

§ 12181 et seq.;

(ii) the New York State Human Rights Law (NYSHRL),

Law §§ 292 and 296;

and (iii) the New York City Human Rights Law (NYCHRL), §§ 8-102 and 8-107, by containing

barriers making it inaccessible to the visually impaired needing the assistance of screen-reading software.

While we believe that we

have substantial legal and factual defenses to the claims in the class action and intend to vigorously defend this case, this lawsuit

could divert management’s attention from our ordinary business operations, the outcome of the pending litigation is difficult to

predict and quantify, and the defense against the underlying claims could be costly.

The ultimate resolution of this matter could result

in payments of monetary damages or other costs, materially and adversely affect our business, financial condition, results of operations

and cash flows, or adversely affect our reputation, and consequently, could negatively impact the trading price of our common stock.

addition, there is the potential for additional future litigation, and we could be materially and adversely affected by such matters.

have insurance policies related to the risks associated with our business, including directors’ and officers’ liability insurance

However, there is no assurance that our insurance coverage will be sufficient or that our insurance carriers will cover all

claims in that litigation.

If we are not successful in our defense of the claims asserted in the putative action and those claims are

not covered by insurance or exceed our insurance coverage, we may have to pay damage awards, indemnify our officers from damage awards

that may be entered against them and pay the costs and expenses incurred in defense of, or in any settlement of, such claims.

addition, there is the potential for additional shareholder litigation, and we could be materially and adversely affected by such matters.

claims in any future litigation.

If we are not successful in our defense of potential claims asserted in any future litigation and those

potential future claims are not covered by insurance or exceed our insurance coverage, we could have to pay damage awards, indemnify

our officers from damage awards that could be entered against them and pay the costs and expenses incurred in defense of, or in any settlement

of, such potential future claims.

may be subject to claims that we are engaged in the corporate practice of medicine or that our contractual arrangements with affiliated

physician groups constitute unlawful fee splitting.

have begun to contract with physician owned professional corporations or professional associations to facilitate the delivery of telehealth

services to their patients.

We enter into management services agreements with these physician owned professional corporations pursuant

to which we provide them with a comprehensive set of non-clinical management and administrative services.

The physician owned professional

corporations are solely responsible for practicing medicine and all clinical decision-making.

These professional corporations will pay

us for our management services from the fees they will collect from patients and third-party payors.

Our relationships with these physician

owned professional corporations are subject to various state laws that prohibit fee splitting or the practice of medicine by lay entities

Corporate practice of medicine laws and enforcement varies by state.

In some states, decisions and activities such as contracting

with third party payors, setting rates and the hiring and management of non-clinical personnel may implicate the restrictions on the

corporate practice of medicine.

addition, corporate practice of medicine restrictions are subject to broad powers of interpretation and enforcement by state regulators.

Some of these requirements may apply to us even if we do not have a physical presence in a state, solely because we provide management

services to a provider licensed in the state or facilitate the provision of telehealth to a resident of the state.

State medical practice

boards, other regulatory authorities, or other parties, including the physicians or other providers with whom we contract, may assert

that, despite these arrangements, we are engaged in the corporate practice of medicine or that our contractual arrangements with affiliated

physician groups constitute unlawful fee splitting.

In this event, failure to comply could lead to adverse judicial or administrative

action against us and/or our providers, civil or criminal penalties, receipt of cease-and-desist orders from state regulators, loss of

provider licenses, the need to make changes to the terms of engagement with providers that interfere with our business and other materially

adverse consequences.

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-Q

Item 1A. Risk Factors