Current Report Filing (8-k)
01 Dezember 2022 - 12:32PM
Edgar (US Regulatory)
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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
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Date of Report (Date of earliest event reported):
November 28, 2022
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American Well Corporation
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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001-39515
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20-5009396
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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75 State Street
26th Floor
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Boston,
Massachusetts
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02109
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code:
617
204-3500
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(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:
☐Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock, $0.01 Par Value
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AMWL
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New York Stock Exchange
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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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On November 28, 2022, American Well Corporation (the “Company”)
entered into a Master Services Agreement (the “MSA”) and related
Statement of Work (the “SOW”, and together with the MSA, the
“Agreements”) with Elevance Health, Inc. f/n/a/ Anthem Inc.
(“Elevance Health”), effective as of January 1, 2023, which extend
the parties’ partnership and supersedes the Company’s Amended and
Restated Vendor Agreement, dated December 23, 2014, by and between
the Company and Elevance Health, as amended. Pursuant to the
Agreements,
we operate a white-labelled digital care delivery platform on
behalf of Elevance Health under the brand name LiveHealth
Online®.
Elevance Health is obligated to pay us annual subscription fees and
Per Member Per Month (PMPM) fees and may engage us for certain
mutually agreed upon professional services, development, innovation
and engagement marketing services.
Each of the Agreements has an initial term of 3 years, commencing
on January 1, 2023 and ending on December 31, 2025, and thereafter
automatically renews for successive one-year terms unless
terminated by either party. Each party may terminate each Agreement
after the lapse of a cure period for material breaches of the
applicable Agreement by the other party or bankruptcy or insolvency
of the other party, and in the case of Elevance Health, upon a
breach by the Company of certain security or confidentiality
provisions, the occurrence of certain change-of-control
transactions, or the occurrence of certain compliance
defaults.
In addition, on November 28, 2022, Online Care Group, PC (“OCG”),
the Company’s clinical partner, entered into two different provider
agreements (collectively, the “Provider Agreements”) with Elevance
Health related entities. Pursuant to the Provider Agreements, OCG
will continue to provide prioritized access to a 50-state network
of clinical professionals who will provide digital care
consultations to Elevance Health members via the LiveHealth Online
platform in consideration of certain access and per consultation
fees. The Provider Agreements have an initial term of 3 years,
commencing on January 1, 2023 and ending on December 31, 2025, and
thereafter automatically renews for successive one-year terms
unless terminated by either party. Either party may terminate the
Provider Agreements without cause with such termination to be
effective on or after the expiration date of the initial three-year
term or any renewal term that may then be existing, by giving at
least three hundred and sixty-five (365) days prior written notice
of termination to the other party. In addition, either party may
terminate the Provider Agreements upon the other party’s bankruptcy
or occurrence of other specified events.
The foregoing description of the Agreements and Provider Agreements
does not purport to be complete and is qualified in its entirety by
reference to the full text of the Agreements and the Provider
Agreements, which are attached as Exhibits 10.1, 10.2, 10.3 and
10.4 hereto.
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits.
The following exhibit is being filed herewith:
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10.1*†
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Master Services Agreement, dated as of November 28, 2022, by and
between American Well Corporation and Elevance Health,
Inc.
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10.2*
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Statement of Work, dated as of November 28, 2022, by and between
American Well Corporation and Elevance Health, Inc.
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10.3*
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Provider Agreement, dated as of November 28, 2022, by and between
Blue Cross of California doing business as Anthem Blue Cross and
Online Care Group, P.C.
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10.4*
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Provider Agreement, dated as of November 28, 2022, by and among
Rocky Mountain Hospital and Medical Service, Inc., doing business
as Anthem Blue Cross and Blue Shield and HMO Colorado, Inc. doing
business as HMO Colorado, Anthem Health Plans, Inc. doing business
as Anthem Blue Cross and Blue Shield, Anthem Insurance Companies,
Inc. and Blue Cross Blue Shield Healthcare Plan of Georgia, Inc.
d/b/a Anthem Blue Cross and Blue Shield, Anthem Insurance
Companies, Inc. doing business as Anthem Blue Cross and Blue
Shield, Anthem Health Plans of Kentucky, Inc. d/b/a Anthem Blue
Cross and Blue Shield, Anthem Health Plans of Maine, Inc. doing
business as Anthem Blue Cross and Blue Shield, RightCHOICE Managed
Care, Inc., Anthem Health Plans of New Hampshire, Inc. doing
business as Anthem Blue Cross and Blue Shield and Matthew Thornton
Health Plan, Inc., Rocky Mountain Hospital and Medical Service,
Inc. doing business as Anthem Blue Cross and Blue Shield and HMO
Colorado, Inc. doing business as HMO Nevada, Empire Health Choice
HMO, Inc. (d/b/a Empire BlueCross BlueShield HMO or Empire Blue
Cross HMO) and Empire Health Choice Assurance, Inc. (d/b/a Empire
BlueCross BlueShield or Empire Blue Cross), Community Insurance
Company doing business as Anthem Blue Cross and Blue Shield, Anthem
Health Plans of Virginia, Inc. doing business as Anthem Blue Cross
and Blue Shield, Blue Cross Blue Shield of Wisconsin doing business
as Anthem Blue Cross and Blue Shield and Online Care Group,
P.C.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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*
Portions of this exhibit have been redacted pursuant to Item
601(b)(10) of Regulation S-K. Such redacted terms are those that
the Company customarily and actually treats as private or
confidential and are not material.
† 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 Securities and Exchange Commission upon
request.
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.
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AMERICAN WELL CORPORATION
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Date:
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December 1, 2022
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By:
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/s/ Bradford Gay
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Bradford Gay
Senior Vice President & General Counsel
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American Well (NYSE:AMWL)
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American Well (NYSE:AMWL)
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