Prospectus Filed Pursuant to Rule 424(b)(7) (424b7)
31 Mai 2022 - 10:12PM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(7)
Registration No. 333-260157
PROSPECTUS SUPPLEMENT NO. 2
(TO PROSPECTUS DATED OCTOBER 8, 2021)
4,959,856 SHARES OF CLASS A COMMON STOCK OFFERED BY THE SELLING
STOCKHOLDERS
This prospectus supplement registers an additional 4,959,856 shares
of the Company’s Class A common stock for offer and sale, from time
to time, in one or more offerings, by the selling stockholders
named in the prospectus dated October 8, 2021 (the “prospectus”),
included in American Well Corporation’s Registration Statement on
Form S-3, if and to the extent as they may determine in methods
described in the “Plan of Distribution” section of the prospectus.
This prospectus supplement should be read in conjunction with the
prospectus and is not complete without, and may not be used or
delivered except in connection with, the prospectus.
On May 11, 2022, the Company, SilverCloud Health Holdings, Inc. and
Fortis Advisors LLC entered into Amendment No. 1 to the Agreement
and Plan of Merger, dated July 28, 2021, by and among the Company,
SilverCloud Health Holdings Inc., and Fortis Advisors LLC (the
“Original Acquisition Agreement”) to provide for, among other
things, the issuance to former shareholders of SilverCloud Health
Holdings, Inc. an aggregate of 4,959,856 shares of the Company’s
Class A common stock in lieu of the Company’s obligation to make
the Earn-Out Payment as set forth in the Original Acquisition
Agreement. The Company is filing this prospectus supplement to
register for resale an aggregate of 4,959,856 additional shares of
Class A common stock by the selling stockholders.
Applicable percentage ownership after this offering gives effect to
the sale of all shares of Class A common stock registered by the
prospectus and this prospectus supplement.
| Name of Selling
Stockholder |
Number of Shares of Class A
Common Stock Offered |
After the
Offering |
|
Class A |
Class B |
Class C |
% of Voting
Power(1) |
|
Shares |
% |
Shares |
% |
Shares |
% |
|
ACT V Co-investment Limited
Partnership (2) |
6,285 |
— |
— |
— |
— |
— |
— |
— |
|
ACT V Venture Capital Fund LP
(3) |
412,699 |
— |
— |
— |
— |
— |
— |
— |
|
AIB Seed Capital Fund Limited
Partnership (4) |
118,894 |
— |
— |
— |
— |
— |
— |
— |
|
AIB Start Up Accelerator Fund LP
(5) |
54,019 |
— |
— |
— |
— |
— |
— |
— |
|
AVIA Equity, LLC (6) |
23,410 |
— |
— |
— |
— |
— |
— |
— |
|
B Capital Fund, L.P. (7) |
974,280 |
— |
— |
— |
— |
— |
— |
— |
|
Ben Dromey |
1,180 |
— |
— |
— |
— |
— |
— |
— |
|
Brian Murray |
2,949 |
— |
— |
— |
— |
— |
— |
— |
|
David Kidd |
8,846 |
— |
— |
— |
— |
— |
— |
— |
|
David O’Callaghan |
2,949 |
— |
— |
— |
— |
— |
— |
— |
|
David Sockel |
12,713 |
— |
— |
— |
— |
— |
— |
— |
|
Derek Angove |
1,180 |
— |
— |
— |
— |
— |
— |
— |
|
Derek Richards |
89,431 |
— |
— |
— |
— |
— |
— |
— |
|
Dessie Keegan |
2,949 |
— |
— |
— |
— |
— |
— |
— |
|
Enterprise Ireland (8) |
163,356 |
— |
— |
— |
— |
— |
— |
— |
|
Gavin Doherty |
55,540 |
— |
— |
— |
— |
— |
— |
— |
|
Inception Health Investments, LLC
(9) |
41,937 |
— |
— |
— |
— |
— |
— |
— |
|
UnityPointHealth System (d/b/a Iowa
Health System) (10) |
251,626 |
— |
— |
— |
— |
— |
— |
— |
|
James Bligh |
214,836 |
— |
— |
— |
— |
— |
— |
— |
|
James Powell |
4,422 |
— |
— |
— |
— |
— |
— |
— |
|
John Sharry |
55,540 |
— |
— |
— |
— |
— |
— |
— |
|
Karen Tierney |
207,327 |
— |
— |
— |
— |
— |
— |
— |
|
Ken Cahill |
431,954 |
— |
— |
— |
— |
— |
— |
— |
|
Kevin Higgins |
76,864 |
— |
— |
— |
— |
— |
— |
— |
|
Kevin Winters |
978 |
— |
— |
— |
— |
— |
— |
— |
|
Landingzone Limited (11) |
30,510 |
— |
— |
— |
— |
— |
— |
— |
|
Landingzone Limited (12) |
184,914 |
— |
— |
— |
— |
— |
— |
— |
|
Landingzone Limited (13) |
8,246 |
— |
— |
— |
— |
— |
— |
— |
|
Leon Nangle |
1,769 |
— |
— |
— |
— |
— |
— |
— |
|
Lloyd Humphreys |
5,898 |
— |
— |
— |
— |
— |
— |
— |
|
LRVHealth, LP (14) |
272,595 |
— |
— |
— |
— |
— |
— |
— |
|
Maryann Hanratty |
2,949 |
— |
— |
— |
— |
— |
— |
— |
|
MemorialCare Innovation Fund, L.P.
(15) |
335,501 |
— |
— |
— |
— |
— |
— |
— |
|
Mohammed Shabbir |
1,180 |
— |
— |
— |
— |
— |
— |
— |
|
Michelle McGill |
11,711 |
— |
— |
— |
— |
— |
— |
— |
|
Michele Wilson |
1,956 |
— |
— |
— |
— |
— |
— |
— |
|
Noemi Vigano |
2,949 |
— |
— |
— |
— |
— |
— |
— |
|
Olga Kudrautseva |
1,180 |
— |
— |
— |
— |
— |
— |
— |
|
OSF Healthcare System
(16) |
167,751 |
— |
— |
— |
— |
— |
— |
— |
|
Outcomes Collective Silver Cloud, LP
(17) |
146,782 |
— |
— |
— |
— |
— |
— |
— |
|
Patrick Flynn |
12,713 |
— |
— |
— |
— |
— |
— |
— |
|
Regina Dolan |
1,064 |
— |
— |
— |
— |
— |
— |
— |
|
Rosemary Byrne |
2,949 |
— |
— |
— |
— |
— |
— |
— |
|
Skydeck Holdings II LLC
(18) |
41,937 |
— |
— |
— |
— |
— |
— |
— |
|
Stephen McNeil |
1,942 |
— |
— |
— |
— |
— |
— |
— |
|
SVB Financial Group (19) |
10,443 |
— |
— |
— |
— |
— |
— |
— |
|
The Harcourt Venture Fund Limited
Partnership (20) |
496,753 |
— |
— |
— |
— |
— |
— |
— |
|
* |
Denotes less than 1% of beneficial ownership. |
|
(1) |
Percentage of total voting power represents voting power with
respect to all shares of Class A common stock, Class B common stock
and Class C common stock, as a single class. The holders of Class B
common stock will at all times be entitled to 51% of our voting
power, and holders of Class A common stock and Class C common stock
are entitled to one vote per share (except that holders of Class C
common stock do not vote on director elections). For more
information about the voting rights of our common stock, see
“Description of Capital Stock—Common Stock” in the prospectus. |
|
(2) |
ACT 2000 Limited is the General Partner of the selling
stockholder and has voting and investment control over the
securities held by the selling stockholder. John O'Sullivan is
Director of ACT 2000 Limited. The business address of the selling
stockholder, ACT 2000 Limited and John O'Sullivan is 6 Richview
Office Park, Clonskeagh, D14 A4V6, Ireland. |
|
(3) |
ACT V GP Limited is the General Partner of the selling
stockholder and has voting and investment control over the
securities held by the selling stockholder. John O'Sullivan is
Director of ACT V GP Limited. The business address of the selling
stockholder, ACT V GP Limited and John O'Sullivan is 6 Richview
Office Park, Clonskeagh, D14 A4V6, Ireland. |
|
(4) |
Dublin Seed Capital General Partner Limited is General Partner
of the selling stockholder and has voting and investment control
over the securities held by the selling stockholder. The business
address of the selling stockholder is 5 Rosslyn Court, Bray, Co.
Wicklow, A98 DN27, Ireland. |
|
(5) |
ACT 2011 GP Limited is the General Partner of the selling
stockholder and has voting and investment control over the
securities held by the selling stockholder. John O'Sullivan is
Director of ACT 2011 GP Limited. The business address of the
selling stockholder, ACT 2011 GP Limited and John O'Sullivan is 6
Richview Office Park, Clonskeagh, D14 A4V6, Ireland. |
|
(6) |
The business address of the selling stockholder is 515 N. State
St., Suite 300, Chicago, IL 60654. |
|
(7) |
B Capital Group Partners, L.P. is the General Partner of the
selling stockholder and has voting and investment control over the
securities held by the selling stockholder. B Capital Group
Investors, Ltd. is the General Partner of B Capital Group Partners,
L.P. and has voting and investment control over the securities held
by the selling stockholder. The business address of the selling
stockholder, B Capital Group Partners, L.P. and B Capital Group
Investors, Ltd. is PO Box 309, Ugland House, Grand Cayman,
KY1-1104, Cayman Islands. |
|
(8) |
The business address of the selling stockholder is Eastpoint
Business Park, Enterprise Ireland, Block P4A/B/C East Point Plaza,
Alfie Byrne Rd., Dublin 3, D03 E5R6, Ireland. |
|
(9) |
Michael Anderes is President of the selling stockholder and has
voting and investment control over securities held by the selling
stockholder. The business address of the selling stockholder and
Michael Anderes is W129 N7055 Northfield Dr., Menomonee Falls, WI
53051. |
|
(10) |
The business address of the selling stockholder is 1776 West
Lakes Pkwy., West Des Moines, IA 50266. |
|
(11) |
The selling stockholder holds the securities in trust for The
Provost Fellows, Foundation Scholars, and other members of the
Board, of the College of the Holy and Undivided Trinity of Queen
Elizabeth Near Dublin, which has voting and investment control over
the securities held by the selling stockholder. The business
address of the selling stockholder is Dogpatch Labs, The CHQ
Building, Custom House Quay, Dublin 1, D01 Y6H7, Ireland. |
|
(12) |
The selling stockholder holds the securities in trust for the
Minister for the Environment, Climate and Communications, which has
voting and investment control over the securities held by the
selling stockholder. The business address of the selling
stockholder is Dogpatch Labs, The CHQ Building, Custom House Quay,
Dublin 1, D01 Y6H7, Ireland. |
|
(13) |
The selling stockholder holds the securities in trust for
Parent Plus Limited, which has voting and investment control over
the securities held by the selling stockholder. The business
address of the selling stockholder is Dogpatch Labs, The CHQ
Building, Custom House Quay, Dublin 1, D01 Y6H7, Ireland. |
|
(14) |
LRVHealth Partners, LLC, the General Partner of the selling
stockholder and has voting and investment control over the
securities held by the selling stockholder. LRVHealth Partners, LLC
is managed by three members and a majority vote is required for
investment decisions. The business address of the selling
stockholder and LRVHealth Partners, LLC is 33 Arch St., Suite 1700,
Boston, MA 02110. |
|
(15) |
The business address of the selling stockholder is 100
Oceangate, Suite P-275, Long Beach, CA 90802. |
|
(16) |
Robert C. Sehring is Chief Executive Officer and Sister Diane
Marie McGrew, O.S.F., is President of the selling stockholder and
have voting and investment control over the securities held by the
selling stockholder and disclaim beneficial ownership over the
securities held by the selling stockholder. The address of the
selling stockholder is 1306 N. Berkeley Ave., Peoria, IL
61603. |
|
(17) |
The business address of the selling stockholder is 5910
Courtyard Dr., Suite 210, Austin, TX 78731. |
|
(18) |
The business address of the selling stockholder is 1 S. Wacker
Dr., Suite 1810, Chicago, IL 60606. |
|
(19) |
The business address of the selling stockholder is 80 E. Rio
Salado Pwky, Suite 101, Tempe, AZ 85281. |
|
(20) |
Investec Ventures Ireland Limited is the General Partner and
Manager of the selling stockholder and has voting and investment
control over the securities held by the selling stockholder. The
business address of the selling stockholder and Investec Ventures
Ireland Limited is The Harcourt Building, Harcourt Street, Dublin
2, D02 F721, Ireland. |
Investing in our securities involves certain risks. See the
“Risk Factors” section beginning on page 2 of the prospectus and in
our Securities and Exchange Commission filings that are
incorporated by reference therein.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these securities,
or determined if this prospectus supplement is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus supplement is May 31, 2022.
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