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| CIK | 1791091 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to SOC Telemed Inc - Class A
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| April 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-39160 SOC Telemed, Inc. (Exact name of registrant as specified in its c |
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| April 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) SOC Telemed, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 78472F101 (CUSIP Number) Harsha G. Marti General Counsel and Managing Director Warburg Pincus LLC 450 Lexington Avenue New York, New York 1 |
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| April 6, 2022 |
Second Amended and Restated By-Laws of SOC Telemed, Inc. Exhibit 3.2 SECOND AMENDED AND RESTATED BY-LAWS OF SOC TELEMED, INC. A Delaware Corporation (Adopted as of April 6, 2022) Article I OFFICES Section 1. Registered Office. The registered office of SOC Telemed, Inc. (the ?Corporation?) in the State of Delaware shall be located at the Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the Corporati |
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| April 6, 2022 |
As filed with the Securities and Exchange Commission on April 6, 2022 As filed with the Securities and Exchange Commission on April 6, 2022 Registration No. |
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| April 6, 2022 |
SOC Telemed Completes Acquisition by Patient Square Capital Exhibit 99.1 SOC Telemed Completes Acquisition by Patient Square Capital Herndon, VA ? April 6, 2022 ? SOC Telemed, Inc. (NASDAQ: TLMD) (the ?Company? or ?SOC Telemed?), the largest national provider of acute care telemedicine, today announced the completion of its previously announced transaction to be acquired by Patient Square Capital, a leading dedicated health care investment firm, in an all- |
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| April 6, 2022 |
SOC TELEMED, INC. 2411 Dulles Corner Park, Suite 475 Herndon, Virginia 20171 SOC TELEMED, INC. 2411 Dulles Corner Park, Suite 475 Herndon, Virginia 20171 April 6, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Joshua Gorsky Re: SOC Telemed, Inc. Request for Withdrawal of Registration Statement on Form S-3 File No. 333-261518 Ladies and Gentlemen: Pursuant to Rule |
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| April 6, 2022 |
Third Amended and Restated Certificate of Incorporation of SOC Telemed, Inc. Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SOC TELEMED, INC. SOC Telemed, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), does hereby certify as follows: ARTICLE ONE The name of the corporation is SOC Telemed, Inc. ARTICLE TWO The address of the Corporation?s registered office in the State of Delaware is 1209 Orang |
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| April 6, 2022 |
As filed with the Securities and Exchange Commission on April 6, 2022 As filed with the Securities and Exchange Commission on April 6, 2022 Registration No. |
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| April 6, 2022 |
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 Date of Report (Date of earliest event reported): April 6, 2022 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-39160 84-3131208 (State or other jurisdiction of incorporation) (Commission File Nu |
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| April 6, 2022 |
As filed with the Securities and Exchange Commission on April 6, 2022 As filed with the Securities and Exchange Commission on April 6, 2022 Registration No. |
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| April 5, 2022 |
Submission of Matters to a Vote of Security Holders 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 Date of Report (Date of earliest event reported): April 4, 2022 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-39160 84-3131208 (State or other jurisdiction of incorporation) (Commission File Nu |
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| March 31, 2022 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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 Date of Report (Date of earliest event reported): March 30, 2022 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-39160 84-3131208 (State or other jurisdiction of incorporation) (Commission File N |
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| March 31, 2022 |
Exhibit 99.1 SOC Telemed Reports Fourth Quarter and Full Year 2021 Financial and Operating Results Revenue of $28.0 million in the fourth quarter an increase of 93% year over year Revenue of $94.4 million in 2021 an increase of 63% year over year Bookings of $7.8 million in the fourth quarter an increase of 100% year over year Bookings of $31.8 million in 2021 an increase of 162% year over year An |
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| March 31, 2022 |
Exhibit 10.29 EXECUTION VERSION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of this 4th day of November, 2019 (the ?Effective Date?), by and between Access Physicians Management Services Organization, LLC (the ?Company?), a Texas limited liability company with its principal place of business in Dallas, Texas, and David Mikula, an individual (the ?E |
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| March 31, 2022 |
Exhibit 10.28 EXECUTION VERSION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of this 4th day of November, 2019 (the ?Effective Date?), by and between Access Physicians Management Services Organization, LLC (the ?Company?), a Texas limited liability company with its principal place of business in Dallas, Texas, and Christopher Gallagher, M.D., an ind |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive |
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| March 31, 2022 |
Exhibit 21.1 Subsidiaries of SOC Telemed, Inc.* Name of Subsidiary Jurisdiction of Organization Specialists On Call, LLC Delaware Access Physicians Management Services Organization, LLC Texas * Pursuant to Item 601(b)(21)(ii) of Regulation S-K, the names of other subsidiaries of SOC Telemed, Inc. are omitted because, considered in the aggregate, they would not constitute a ?significant subsidiary? |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39160 SOC TELEMED, I |
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| March 24, 2022 |
TLMD / SOC Telemed, Inc. Class A / Beryl Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SOC Telemed, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 78472F101 (CUSIP Number) March 14, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| March 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive |
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| February 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive |
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| February 23, 2022 |
CALCULATION OF FILING FEE TABLES Table 1: Transaction Valuation Exhibit 107 CALCULATION OF FILING FEE TABLES Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction(1) Fee Rate Amount of Filing Fee Fees to Be Paid $ 300,164,033 0. |
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| February 14, 2022 |
TLMD / SOC Telemed, Inc. Class A / Alyeska Investment Group, L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2022 |
TLMD / SOC Telemed, Inc. Class A / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) SOC TELEMED, INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 78472F101 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate t |
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| February 4, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 Date of Report (Date of earliest event reported): February 2, 2022 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-39160 84-3131208 (State or other jurisdiction of incorporation) (Commission File |
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| February 4, 2022 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER BY AND AMONG SOC TELEMED, INC. SPARK PARENT, INC. AND SPARK MERGER SUB, INC. Dated as of February 2, 2022 Table of Contents Page Article I Definitions 2 Section 1.1 Certain Definitions 2 Section 1.2 Interpretation 15 Article II The Merger; Effects of the Merger 16 Section 2.1 The Merger 16 Section 2.2 Closing 17 Section 2.3 Organizational |
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| February 4, 2022 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER BY AND AMONG SOC TELEMED, INC. SPARK PARENT, INC. AND SPARK MERGER SUB, INC. Dated as of February 2, 2022 Table of Contents Page Article I Definitions 2 Section 1.1 Certain Definitions 2 Section 1.2 Interpretation 15 Article II The Merger; Effects of the Merger 16 Section 2.1 The Merger 16 Section 2.2 Closing 17 Section 2.3 Organizational |
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| February 4, 2022 |
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 Date of Report (Date of earliest event reported): February 2, 2022 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-39160 84-3131208 (State or other jurisdiction of incorporation) (Commission File |
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| February 4, 2022 |
Exhibit 99.1 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of February 2, 2022 (this ?Agreement?), is made and entered into by and among Spark Parent, Inc., a Delaware corporation (?Parent?), SOC Telemed, Inc., a Delaware corporation (the ?Company?), and the undersigned stockholder (the ?Stockholder?) of the Company. The Company, Parent and the Stockholder are referred t |
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| February 4, 2022 |
SC 13D/A 1 ea154977-13da3warburgsoctel.htm AMENDMENT NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) SOC Telemed, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 78472F101 (CUSIP Number) Harsha G. Marti General Counsel and Man |
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| February 4, 2022 |
Exhibit 99.1 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of February 2, 2022 (this ?Agreement?), is made and entered into by and among Spark Parent, Inc., a Delaware corporation (?Parent?), SOC Telemed, Inc., a Delaware corporation (the ?Company?), and the undersigned stockholder (the ?Stockholder?) of the Company. The Company, Parent and the Stockholder are referred t |
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| February 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| February 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| February 3, 2022 |
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 Date of Report (Date of earliest event reported): February 2, 2022 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-39160 84-3131208 (State or other jurisdiction of incorporation) (Commission File |
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| February 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| February 3, 2022 |
SOC Telemed to be Acquired by Patient Square Capital Exhibit 99.1 SOC Telemed to be Acquired by Patient Square Capital ? SOC Telemed stockholders to receive $3.00 per share in cash ? Partnership enables continued growth and expansion of leading US provider of acute care telemedicine Herndon, VA ? February 3, 2022 ? SOC Telemed, Inc. (NASDAQ: TLMD) (the ?Company? or ?SOC Telemed?), the largest national provider of acute care telemedicine, today annou |
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| February 3, 2022 |
Financial Statements and Exhibits, Other Events 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 Date of Report (Date of earliest event reported): February 2, 2022 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-39160 84-3131208 (State or other jurisdiction of incorporation) (Commission File |
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| February 3, 2022 |
Press Release, dated February 3, 2022. Exhibit 99.1 SOC Telemed to be Acquired by Patient Square Capital ? SOC Telemed stockholders to receive $3.00 per share in cash ? Partnership enables continued growth and expansion of leading US provider of acute care telemedicine Herndon, VA ? February 3, 2022 ? SOC Telemed, Inc. (NASDAQ: TLMD) (the ?Company? or ?SOC Telemed?), the largest national provider of acute care telemedicine, today annou |
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| December 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2021 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-39160 84-3131208 (State or other jurisdiction of incorporat |
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| December 27, 2021 |
Exhibit 10.2 SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Severance and Change in Control Agreement (the ?Agreement?) is made and entered into by and between Chris Gallagher (?Executive?) and SOC Telemed, Inc., a Delaware corporation (the ?Company?), effective as of November 1, 2021 (the ?Effective Date?). RECITALS 1. The Compensation Committee (the ?Committee?) of the Board of Directors of the |
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| December 27, 2021 |
Exhibit 10.4 SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Severance and Change in Control Agreement (the ?Agreement?) is made and entered into by and between David Mikula (?Executive?) and SOC Telemed, Inc., a Delaware corporation (the ?Company?), effective as of November 1, 2021 (the ?Effective Date?). RECITALS 1. The Compensation Committee (the ?Committee?) of the Board of Directors of the Com |
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| December 27, 2021 |
Employment Agreement between SOC Telemed, Inc. and David Mikula, dated as of December 20, 2021. EX-10.3 4 ea153037ex10-3soctelemed.htm EMPLOYMENT AGREEMENT BETWEEN SOC TELEMED, INC. AND DAVID MIKULA, DATED AS OF DECEMBER 20, 2021 EXHIBIT 10.3 SOC TELEMED, INC. 1768 Business Center Drive, Suite 100, Reston, Virginia 20190 December 20, 2021 David Mikula Re: EMPLOYMENT AGREEMENT Dear David: This Employment Agreement (the “Agreement”) between you (referred to hereinafter as “Executive” or “you”) |
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| December 27, 2021 |
Exhibit 10.1 SOC TELEMED, INC. 1768 Business Center Drive, Suite 100, Reston, Virginia 20190 December 20, 2021 Chris Gallagher Re: EMPLOYMENT AGREEMENT Dear Chris: This Employment Agreement (the ?Agreement?) between you (referred to hereinafter as ?Executive? or ?you?) and SOC Telemed, Inc., a Delaware corporation (the ?Company?), sets forth the terms and conditions that shall govern the period of |
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| December 27, 2021 |
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 Date of Report (Date of earliest event reported): December 22, 2021 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-39160 84-3131208 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 10, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-251042 PROSPECTUS SOC Telemed, Inc. 69,280,959 Shares of Class A Common Stock 350,000 Warrants to Purchase Class A Common Stock This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the ?Selling Securityholders?) of up to 56,780,960 shares of our Class A common stock, par value |
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| December 10, 2021 |
SOC TELEMED, INC. 1768 Business Center Drive, Suite 100 Reston, Virginia 20190 SOC TELEMED, INC. 1768 Business Center Drive, Suite 100 Reston, Virginia 20190 December 10, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Joshua Gorsky Re: SOC Telemed, Inc. Registration Statement on Form S-3 File No. 333-261518 Ladies and Gentlemen: Pursuant to Rule 461 under the Secur |
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| December 10, 2021 |
13,753,387 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-258367 PROSPECTUS 13,753,387 Shares of Class A Common Stock This prospectus relates to the sale or other disposition from time to time of up to 13,753,387 shares of our Class A common stock, which are held by the selling stockholders named in this prospectus (the ?Selling Stockholders?). The shares of Class A common stock covered by this prospe |
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| December 7, 2021 |
As filed with the Securities and Exchange Commission on December 7, 2021 As filed with the Securities and Exchange Commission on December 7, 2021 Registration No. |
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| December 7, 2021 |
As filed with the Securities and Exchange Commission on December 7, 2021 As filed with the Securities and Exchange Commission on December 7, 2021 Registration No. |
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| December 7, 2021 |
As filed with the Securities and Exchange Commission on December 7, 2021 As filed with the Securities and Exchange Commission on December 7, 2021 Registration No. |
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| December 7, 2021 |
Exhibit 4.6 SOC TELEMED, INC. AND , as Trustee INDENTURE Dated as of Debt Securities Reconciliation and tie between Trust Indenture Act of 1939, as amended, and the Indenture Trust Indenture Act Section Indenture Section ?310(a)(1) 6.8 (a)(2) 6.8 (b) 6.9 ?312(a) 7.1 (b) 7.2 (c) 7.2 ?313(a) 7.3 (b)(2) 7.3 (c) 7.3 (d) 7.3 ?314(a) 7.4 (c)(1) 1.2 (c)(2) 1.2 (e) 1.2 (f) 1.2 ?316(a) (last sentence) 1.1 |
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| November 12, 2021 |
Exhibit 10.20(1) TRANSITION SERVICES AGREEMENT This Transition Services Agreement (the ?Agreement?), dated as of September 14, 2021 (the ?Effective Date?), between SOC Telemed, Inc. (the ?Company?) and Chris Knibb (referred to hereinafter as ?you? or the ?Executive?). Each of the Company and Executive are sometimes referred to herein individually as a ?Party? and together as the ?Parties.? RECITAL |
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| November 12, 2021 |
Exhibit 10.24(1) Execution Version FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of November 10, 2021 (the ?Amendment Effective Date?), is made by and among SOC Telemed, Inc. (?SOC?), a Delaware corporation, Specialists On Call, LLC, a Delaware limited liability company, Avant Billing Services, Inc., a Delaware corpo |
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| November 12, 2021 |
424B3 1 ea150463-424b3soctelemed.htm PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) Registration No. 333-251042 PROSPECTUS SUPPLEMENT No. 16 (to Prospectus dated December 8, 2020) SOC Telemed, Inc. 69,280,960 Shares of Class A Common Stock 350,000 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated December 8, 2020 (the “Prospectus”), which |
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| November 12, 2021 |
13,753,387 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-258367 PROSPECTUS SUPPLEMENT No. 5 (to Prospectus dated August 10, 2021) 13,753,387 Shares of Class A Common Stock This prospectus supplement supplements the prospectus dated August 10, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-258367). This prospectus supplement is being filed to update and |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39160 SOC T |
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| November 12, 2021 |
Exhibit 10.27 INTERIM SERVICES AGREEMENT This INTERIM SERVICES AGREEMENT (this ?Agreement?), entered into as of the 9/4/2021 is by and between RANDSTAD PROFESSIONALS US, LLC d/b/a Tatum, a Delaware limited liability company, with offices at 3625 Cumberland Boulevard, Suite 600, Atlanta, GA 30339 (?Tatum?), and SOC Telemed, Inc., with offices at 1768 Business Center Drive, Suite 100, Reston, VA 201 |
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| November 3, 2021 |
424B3 1 ea149859-424b3soctelemedinc.htm PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) Registration No. 333-251042 PROSPECTUS SUPPLEMENT NO. 15 (to Prospectus dated December 8, 2020) SOC Telemed, Inc. 69,280,960 Shares of Class A Common Stock 350,000 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated December 8, 2020 (the “Prospectus”), wh |
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| November 3, 2021 |
Costs Associated with Exit or Disposal Activities 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 Date of Report (Date of earliest event reported): October 28, 2021 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-39160 84-3131208 (State or other jurisdiction of incorporation) (Commission File |
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| November 3, 2021 |
13,753,387 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-258367 PROSPECTUS SUPPLEMENT No. 4 (to Prospectus dated August 10, 2021) 13,753,387 Shares of Class A Common Stock This prospectus supplement supplements the prospectus dated August 10, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-258367). This prospectus supplement is being filed to update and |
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| September 15, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-251042 PROSPECTUS SUPPLEMENT NO. 14 (to Prospectus dated December 8, 2020) SOC Telemed, Inc. 69,280,960 Shares of Class A Common Stock 350,000 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated December 8, 2020 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No |
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| September 15, 2021 |
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 Date of Report (Date of earliest event reported): September 9, 2021 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-39160 84-3131208 (State or other jurisdiction of incorporation) (Commission Fil |
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| September 15, 2021 |
13,753,387 Shares of Class A Common Stock 424B3 1 ea147436-424b3soctelemed.htm PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) Registration No. 333-258367 PROSPECTUS SUPPLEMENT No. 3 (to Prospectus dated August 10, 2021) 13,753,387 Shares of Class A Common Stock This prospectus supplement supplements the prospectus dated August 10, 2021 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-258367 |
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| September 1, 2021 |
13,753,387 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-258367 PROSPECTUS SUPPLEMENT No. 2 (to Prospectus dated August 10, 2021) 13,753,387 Shares of Class A Common Stock This prospectus supplement supplements the prospectus dated August 10, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-258367). This prospectus supplement is being filed to update and |
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| September 1, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-251042 PROSPECTUS SUPPLEMENT NO. 13 (to Prospectus dated December 8, 2020) SOC Telemed, Inc. 69,280,960 Shares of Class A Common Stock 350,000 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated December 8, 2020 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No |
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| September 1, 2021 |
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 Date of Report (Date of earliest event reported): September 1, 2021 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-39160 84-3131208 (State or other jurisdiction of incorporation) (Commission Fil |
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| August 12, 2021 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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 Date of Report (Date of earliest event reported): August 12, 2021 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-39160 84-3131208 (State or other jurisdiction of incorporation) (Commission File |
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| August 12, 2021 |
13,753,387 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-258367 PROSPECTUS SUPPLEMENT No. 1 (to Prospectus dated August 10, 2021) 13,753,387 Shares of Class A Common Stock This prospectus supplement supplements the prospectus dated August 10, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-258367). This prospectus supplement is being filed to update and |
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| August 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39160 SOC TELEME |
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| August 12, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-251042 PROSPECTUS SUPPLEMENT NO. 12 (to Prospectus dated December 8, 2020) SOC Telemed, Inc. 69,280,960 Shares of Class A Common Stock 350,000 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated December 8, 2020 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No |
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| August 12, 2021 |
Exhibit 99.1 SOC Telemed Reports Second Quarter 2021 Financial and Operating Results Total system-wide consults of 130,200 during the second quarter an increase of 98% year over year Total system-wide core consults of 69,500 during the second quarter an increase of 130% year over year Bookings of $6.7 million in the second quarter an increase of 136% year over year Revenue of $25.0 million in the |
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| August 11, 2021 |
13,753,387 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-258367 PROSPECTUS 13,753,387 Shares of Class A Common Stock This prospectus relates to the sale or other disposition from time to time of up to 13,753,387 shares of our Class A common stock, which are held by the selling stockholders named in this prospectus (the ?Selling Stockholders?). The shares of Class A common stock covered by this prospe |
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| August 6, 2021 |
SOC TELEMED, INC. 1768 Business Center Drive, Suite 100 Reston, Virginia 20190 SOC TELEMED, INC. 1768 Business Center Drive, Suite 100 Reston, Virginia 20190 August 6, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Irene Paik Re: SOC Telemed, Inc. Registration Statement on Form S-1 File No. 333-258367 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities |
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| August 2, 2021 |
As filed with the Securities and Exchange Commission on August 2, 2021 Registration No. |
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| June 16, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-251042 PROSPECTUS SUPPLEMENT NO. 11 (to Prospectus dated December 8, 2020) SOC Telemed, Inc. 69,280,960 Shares of Class A Common Stock 350,000 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated December 8, 2020 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No |
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| June 16, 2021 |
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 Date of Report (Date of earliest event reported): June 16, 2021 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-39160 84-3131208 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SOC TELEMED, INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 78472F101 (CUSIP Number) JUNE 10, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to wh |
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| June 11, 2021 |
Exhibit 99.2 ACCESS PHYSICIANS MANAGEMENT SERVICES ORGANIZATION, LLC AND AFFILIATED COMPANIES COMBINED FINANCIAL STATEMENTS For the Years Ended December 31, 2020 and 2019 with Independent Auditors? Report ACCESS PHYSICIANS MANAGEMENT SERVICES ORGANIZATION, LLC AND AFFILIATED COMPANIES TABLE OF CONTENTS Page INDEPENDENT AUDITORS? REPORT 1 FINANCIAL STATEMENTS: Combined Balance Sheets 2 Combined Sta |
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| June 11, 2021 |
Unaudited Pro Forma Condensed Combined Financial Information Exhibit 99.3 Unaudited Pro Forma Condensed Combined Financial Information Capitalized terms used but not defined in this Exhibit 99.3 shall have the meanings ascribed to them in the Current Report on Form 8-K filed by SOC Telemed, Inc. (?SOC Telemed?) with the SEC on March 30, 2021 (the ?Original Report?), as amended by Amendment No. 1 to the Original Report filed by SOC Telemed with the SEC on Ju |
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| June 11, 2021 |
Financial Statements and Exhibits 8-K/A 1 ea141144-8ka1soctelemed.htm AMENDMENT NO. 1 TO FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2021 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 00 |
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| June 11, 2021 |
424B3 1 ea142618-424b3soctelemed.htm PROSPECTUS SUPPLEMENT NO. 10 Filed Pursuant to Rule 424(b)(3) Registration No. 333-251042 PROSPECTUS SUPPLEMENT NO. 10 (to Prospectus dated December 8, 2020) SOC Telemed, Inc. 69,280,960 Shares of Class A Common Stock 350,000 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated December 8, 2020 (the "Prospectus") |
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| June 7, 2021 |
TLMD / SOC Telemed, Inc. Class A / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SOC TELEMED, INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 78472F101 (CUSIP Number) MAY 28, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to whi |
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| June 3, 2021 |
Exhibit 6 , 2021 SOC Telemed, Inc. 1768 Business Center Drive, Suite 100 Reston, Virginia 20190 Credit Suisse Securities (USA) LLC As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010-3629 Ladies and Gentlemen: The undersigned understands that Credit Suisse |
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| June 3, 2021 |
Submission of Matters to a Vote of Security Holders 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 Date of Report (Date of earliest event reported): June 3, 2021 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-39160 84-3131208 (State or other jurisdiction of incorporation) (Commission File Num |
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| June 3, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-251042 PROSPECTUS SUPPLEMENT NO. 9 (to Prospectus dated December 8, 2020) SOC Telemed, Inc. 69,280,960 Shares of Class A Common Stock 350,000 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated December 8, 2020 (the "Prospectus"), which forms a part of our registration statement on Form S-1 (No. |
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| June 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) SOC Telemed, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 78472F101 (CUSIP Number) Harsha G. Marti General Counsel and Managing Director Warburg Pincus LLC 450 Lexington Avenue New York, New York 1 |
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| June 1, 2021 |
SOC Telemed Announces Pricing of Public Offering of Class A Common Stock Exhibit 99.1 SOC Telemed Announces Pricing of Public Offering of Class A Common Stock Reston, VA ? May 26, 2021 ? SOC Telemed, Inc. (Nasdaq: TLMD), the largest national provider of acute care telemedicine, today announced the pricing of its previously announced underwritten public offering of 8,000,000 shares of its Class A Common Stock at a price to the public of $6.00 per share. In addition, SOC |
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| June 1, 2021 |
Exhibit 1.1 8,000,000 Shares SOC Telemed, Inc. Class A Common Stock UNDERWRITING AGREEMENT May 26, 2021 Credit Suisse Securities (USA) LLC, As Representative of the Several Underwriters, Eleven Madison Avenue, New York, N.Y. 10010-3629 To whom it may concern: 1. Introductory. SOC Telemed, Inc., a Delaware corporation (the ?Company?), proposes, upon the terms and conditions set forth in this agreem |
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| June 1, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-251042 PROSPECTUS SUPPLEMENT NO. 8 (to Prospectus dated December 8, 2020) SOC Telemed, Inc. 69,280,960 Shares of Class A Common Stock 350,000 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated December 8, 2020 (the "Prospectus"), which forms a part of our registration statement on Form S-1 (No. |
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| June 1, 2021 |
Financial Statements and Exhibits, Other Events 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 Date of Report (Date of earliest event reported): May 26, 2021 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-39160 84-3131208 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 27, 2021 |
8,000,000 Shares Class A Common Stock PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-256230 8,000,000 Shares Class A Common Stock We are offering shares of Class A common stock of SOC Telemed, Inc. Our Class A common stock is listed on the Nasdaq Global Select Market under the symbol ?TLMD.? The last reported sale price of our Class A common stock on May 26, 2021, was $6.125 per share. We have granted the underwriter |
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| May 26, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 [?] Shares SOC Telemed, Inc. Class A Common Stock UNDERWRITING AGREEMENT [?], 2021 Credit Suisse Securities (USA) LLC, As Representative of the Several Underwriters, Eleven Madison Avenue, New York, N.Y. 10010-3629 To whom it may concern: 1. Introductory. SOC Telemed, Inc., a Delaware corporation (the ?Company?), proposes, upon the terms and conditions set forth in this agreement (the |
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| May 26, 2021 |
As filed with the Securities and Exchange Commission on May 25, 2021 As filed with the Securities and Exchange Commission on May 25, 2021 Registration No. |
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| May 24, 2021 |
Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 United States VIA EDGAR May 24, 2021 Mr. |
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| May 24, 2021 |
As filed with the Securities and Exchange Commission on May 24, 2021 As filed with the Securities and Exchange Commission on May 24, 2021 Registration No. |
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| May 24, 2021 |
SOC TELEMED, INC. 1768 Business Center Drive, Suite 100 Reston, Virginia 20190 SOC TELEMED, INC. 1768 Business Center Drive, Suite 100 Reston, Virginia 20190 May 24, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Tim Buchmiller Re: SOC Telemed, Inc. Registration Statement on Form S-1 File No. 333-256230 Ladies and Gentlemen: Pursuant to Rule 461 under the Securitie |
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| May 18, 2021 |
Powers of Attorney (included on the signature page of this registration statement). As filed with the Securities and Exchange Commission on May 18, 2021 Registration No. |
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| May 18, 2021 |
EX-21.1 2 fs12021ex21-1soctelemed.htm LIST OF SUBSIDIARIES Exhibit 21.1 Subsidiaries of SOC Telemed, Inc.* Name of Subsidiary Jurisdiction of Organization Specialists On Call, LLC Delaware Access Physicians Management Services Organization, LLC Texas * Pursuant to Item 601(b)(21)(ii) of Regulation S-K, the names of other subsidiaries of SOC Telemed, Inc. are omitted because, considered in the aggr |
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| May 17, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-251042 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated December 8, 2020) SOC Telemed, Inc. 69,280,960 Shares of Class A Common Stock 350,000 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated December 8, 2020 (the "Prospectus"), which forms a part of our registration statement on Form S-1 (No. |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39160 SOC TELEM |
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| May 13, 2021 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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 Date of Report (Date of earliest event reported): May 13, 2021 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-39160 84-3131208 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 13, 2021 |
EX-99.1 2 ea140833ex99-1soctelemed.htm PRESS RELEASE, DATED MAY 13, 2021. Exhibit 99.1 SOC Telemed Reports Strong First Quarter 2021 Results New Bookings of $8.5 million for the combined business ahead of plan Revenue in-line with plan despite challenging environment Reiterates 2021 Guidance Reston, VA – May 13, 2021 – SOC Telemed (Nasdaq: TLMD), the largest national provider of acute care telemed |
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| May 10, 2021 |
424B3 1 ea140590-424b3soctelemed.htm PROSPECTUS SUPPLEMENT NO. 6 Filed Pursuant to Rule 424(b)(3) Registration No. 333-251042 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated December 8, 2020) SOC Telemed, Inc. 69,280,960 Shares of Class A Common Stock 350,000 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated December 8, 2020 (the "Prospectus"), |
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| May 10, 2021 |
Exhibit 99.1 SOC Telemed Announces Two Healthcare Industry Leaders Joining Board of Directors Mr. Gyasi Chisley and Dr. Chris Gallagher round out additions to a growing board Reston, VA ? May 10, 2021 ? SOC Telemed (?SOC?), the largest national provider of acute care telemedicine, today announced two additions to its Board of Directors, bringing the total number of directors to nine. The two newes |
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| May 10, 2021 |
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 Date of Report (Date of earliest event reported): May 4, 2021 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-39160 84-3131208 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 20, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 Date of Report (Date of earliest event reported): April 20, 2021 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-39160 84-3131208 (State or other jurisdiction of incorporation) (Commission File N |
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| April 20, 2021 |
Exhibit 99.1 Investor Presentation www.SOCTelemed.com April 2021 2 Disclaimer Forward - Looking Statements This Presentation includes ?forward - looking statements? within the meaning of the ?safe harbor? provisions of the United States Private Securities Litigation Reform Act of 1995. Forward - looking statements may be identified by the use of words such as ?estimate,? ?plan,? ?potential,? ?pred |
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| March 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) SOC Telemed, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 78472F101 (CUSIP Number) Harsha G. Marti General Counsel and Managing Director Warburg Pincus LLC 450 Lexington Avenue New York, New York 1 |
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| March 30, 2021 |
Exhibit 99.1 SOC Telemed Completes Acquisition of Access Physicians To Form Largest Acute Care Telemedicine Company in the US Combined company now serves over three times the facilities as next pure play participant RESTON, VA ? March 30, 2021 ?SOC Telemed, Inc. (Nasdaq: TLMD), the leading national provider of acute care telemedicine solutions, announced that it has completed its acquisition of Ac |
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| March 30, 2021 |
Exhibit 10.10.3 SOC TELEMED, INC. 2020 EQUITY INCENTIVE PLAN PERFORMANCE UNIT AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the SOC Telemed, Inc. 2020 Equity Incentive Plan (the ?Plan?) will have the same defined meanings in this Performance Unit Award Agreement (this ?Award Agreement?). NOTICE OF PERFORMANCE UNIT GRANT Participant Name: You have been granted the right to r |
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| March 30, 2021 |
Exhibit 10.9 SOC TELEMED, INC. DIRECTOR COMPENSATION POLICY (Adopted and approved on March 19, 2021) Each member of the Board of Directors (the ?Board?) of SOC Telemed, Inc. (the ?Company?) who is not an employee of the Company (each such member, an ?Outside Director?) will receive the compensation described in this Outside Director Compensation Policy (the ?Director Compensation Policy?) for his |
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| March 30, 2021 |
Exhibit 4.3 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 The following description sets forth certain material terms and provisions of the securities of SOC Telemed, Inc. (?we,? ?us,? ?our? or the ?Company?) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). The following description of |
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| March 30, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-251042 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated December 8, 2020) SOC Telemed, Inc. 69,280,960 Shares of Class A Common Stock 350,000 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated December 8, 2020 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. |
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| March 30, 2021 |
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 Date of Report (Date of earliest event reported): March 26, 2021 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-39160 84-3131208 (State or other jurisdiction of incorporation) (Commission File N |
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| March 30, 2021 |
Exhibit 10.1 Execution Version LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this ?Agreement?) dated as of March 26, 2021 (the ?Effective Date?) among SLR Investment Corp., a Maryland corporation with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 (?SLR?), as collateral agent (in |
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| March 30, 2021 |
Exhibit 10.3 BOARD NOMINATION RIGHTS AGREEMENT THIS BOARD NOMINATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of March 26, 2021 (the ?Effective Time?), by and among SOC Telemed, Inc., a Delaware corporation (the ?Company?), and Christopher Gallagher, M.D. (the ?Designee?). Capitalized terms used but not otherwise defined in this Agreement have the respective meanings given t |
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| March 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39160 SOC TELEMED, I |
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| March 30, 2021 |
Exhibit 2.1 EXECUTION VERSION membership interest and stock purchase agreement by and among SOC TELEMED, INC., ACCESS PHYSICIANS Management Services Organization, LLC, the membersHIP INTEREST HOLDERS OF ACCESS PHYSICIANS Management Services Organization, LLC, HEP AP-B CORP., HEALTH ENTERPRISE PARTNERS III, L.P. and AP SELLER REP, LLC dated as of March 26, 2021 Table of Contents Page ARTICLE 1 DEFI |
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| March 30, 2021 |
Exhibit 21.1 Subsidiaries of SOC Telemed, Inc. (As of December 31, 2020) Name of Subsidiary Jurisdiction of Organization Specialists On Call, LLC Delaware JSA Health Corporation Delaware JSA Health California, LLC Delaware Avant Billing Services, Inc. Delaware |
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| March 30, 2021 |
Exhibit 10.2 THIS NOTE IS SUBJECT TO THE SUBORDINATION PROVISIONS CONTAINED IN SECTION 7 HEREOF, WHICH SECTION, AMONG OTHER THINGS, CONTAINS PROVISIONS DEFINING THE RELATIVE RIGHTS OF CERTAIN CREDITORS OF SOC TELEMED, INC.. THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS MAY BE AMENDED, MODIFIED O |
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| March 30, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-251042 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated December 8, 2020) SOC Telemed, Inc. 69,280,960 Shares of Class A Common Stock 350,000 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated December 8, 2020 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. |
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| February 22, 2021 |
Exhibit 10.3 SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Severance and Change in Control Agreement (the ?Agreement?) is made and entered into by and between [Executive Name] (?Executive?) and SOC Telemed, Inc., a Delaware corporation (the ?Company?), effective as of [Date] (the ?Effective Date?). RECITALS 1. The Compensation Committee (the ?Committee?) of the Board of Directors of the Company ( |
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| February 22, 2021 |
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 Date of Report (Date of earliest event reported): February 16, 2021 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-39160 84-3131208 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 22, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-251042 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated December 8, 2020) SOC Telemed, Inc. 69,280,960 Shares of Class A Common Stock 350,000 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated December 8, 2020 (the "Prospectus"), which forms a part of our registration statement on Form S-1 (No. |
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| February 22, 2021 |
Exhibit 10.2 SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Severance and Change in Control Agreement (the ?Agreement?) is made and entered into by and between [Executive Name] (?Executive?) and SOC Telemed, Inc., a Delaware corporation (the ?Company?), effective as of [Date] (the ?Effective Date?). RECITALS 1. The Compensation Committee (the ?Committee?) of the Board of Directors of the Company ( |
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| February 22, 2021 |
Exhibit 10.1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (this ?Amendment?), delivered February 17, 2021, confirms the following understandings and agreements between SOC Telemed, Inc. (the ?Company?) and John Kalix (?Executive?). In consideration of the promises set forth herein, Executive and the Company agree as follows: RECITALS WHEREAS, Executive and S |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SOC Telemed, Inc. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 78472F101 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 16, 2021 |
SC 13G 1 alyeska-tlmd123120.htm SCHEDULE 13G HOLDINGS REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SOC Telemed, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 78472F101 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing |
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| February 16, 2021 |
Joint Filing Agreement (filed herewith). EXHIBIT 99.1 JOINT FILING AGREEMENT February 16, 2021 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation there |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Healthcare Merger Corp. (Name of Issuer) Class A Common Stock, $.0001 par value (Title of Class of Securities) 42227L201 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) SOC TELEMED, INC. (formerly Healthcare Merger Corp.) (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 78472F101 (CUSIP Number) DECEMBER 31, 2020 (Date of event which requires filing of this statement) Check |
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| February 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* SOC Telemed, Inc. (fka Healthcare Merger Corp.) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 78472F101 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check t |
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| February 8, 2021 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* SOC Telemed, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 78472F101 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d |
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| January 21, 2021 |
Exhibit 10.1 SOC TELEMED, INC. 1768 Business Center Drive, Suite 100, Reston, Virginia 20190 [Effective Date] [Name] Re: EMPLOYMENT AGREEMENT Dear [First Name]: This Employment Agreement (the “Agreement”) between you (referred to hereinafter as the “Executive”) and SOC Telemed, Inc., a Delaware corporation (the “Company”), sets forth the terms and conditions that shall govern the period of Executi |
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| January 21, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-251042 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated December 8, 2020) SOC Telemed, Inc. 69,280,960 Shares of Class A Common Stock 350,000 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated December 8, 2020 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. |
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| January 21, 2021 |
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 Date of Report (Date of earliest event reported): January 15, 2021 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-39160 84-3131208 (State or other jurisdiction of incorporation) (Commission File |
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| January 21, 2021 |
Form of Severance and Change in Control Agreement with Continuing Executive Officers. Exhibit 10.2 SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between [Executive Name] (“Executive”) and SOC Telemed, Inc., a Delaware corporation (the “Company”), effective as of [Date] (the “Effective Date”). RECITALS 1. The Compensation Committee (the “Committee”) of the Board of Directors of the Company ( |
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| January 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Healthcare Merger Corp. (Name of Issuer) common stock (Title of Class of Securities) 42227L102 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| January 5, 2021 |
As filed with the Securities and Exchange Commission on January 4, 2021 Registration No. |
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| December 14, 2020 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-251042 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated December 8, 2020) SOC Telemed, Inc. 69,280,960 Shares of Class A Common Stock 350,000 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated December 8, 2020 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. |
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| December 14, 2020 |
Exhibit 10.1 SOC TELEMED 1768 Business Center Drive, Suite 100, Reston, Virginia 20190 December 7, 2020 Chris Knibb Re: EMPLOYMENT AGREEMENT Dear Chris: This Employment Agreement (the “Agreement”) between you (referred to hereinafter as the “Executive”) and SOC Telemed, Inc., a Delaware corporation (the “Company”), sets forth the terms and conditions that shall govern the period of Executive’s emp |
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| December 14, 2020 |
Exhibit 99.1 SOC Telemed Expands Executive Leadership Team Hai Tran Promoted to President and COO, Chris Knibb Appointed as Chief Financial Officer Reston, VA – December 14, 2020 – SOC Telemed, Inc. (Nasdaq: TLMD), one of the largest national providers of acute care telemedicine, today announced changes to its executive team which will become effective as of January 4, 2021. Hai Tran, who currentl |
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| December 14, 2020 |
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 Date of Report (Date of earliest event reported): December 7, 2020 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-39160 84-3131208 (State or other jurisdiction of incorporation) (Commission File |
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| December 14, 2020 |
Form of Severance and Change in Control Agreement. Exhibit 10.2 SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between [Executive Name] (“Executive”) and SOC Telemed, Inc., a Delaware corporation (the “Company”), effective as of [Date] (the “Effective Date”). RECITALS 1. The Compensation Committee (the “Committee”) of the Board of Directors of the Company ( |
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| December 14, 2020 |
Exhibit 10.3 SOC TELEMED 1768 Business Center Drive, Suite 100, Reston, Virginia 20190 December 9, 2020 Hai Tran Re: PROMOTION LETTER Dear Hai: We are pleased to inform you that, pending approval of the Board of Directors or Compensation Committee of SOC Telemed, Inc., you will be promoted to the position of President & Chief Operating Officer. As soon as practicable thereafter, you will receive a |
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| December 10, 2020 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-251042 PROSPECTUS SOC Telemed, Inc. 69,280,960 Shares of Class A Common Stock 350,000 Warrants to Purchase Class A Common Stock This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the ?Selling Securityholders?) of up to 56,780,960 shares of our Class A common stock, par value |
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| December 4, 2020 |
SOC TELEMED, INC. 1768 Business Center Drive, Suite 100 Reston, Virginia 20190 December 4, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: David Gessert Re: SOC Telemed, Inc. Registration Statement on Form S-1 File No. 333-251042 Ladies and Gentlemen: Pursuant to Rule 461 under the Securi |
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| December 1, 2020 |
As filed with the Securities and Exchange Commission on November 30, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOC TELEMED, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 8090 84-3131208 (State or Other Jurisdiction of Incorporation or Organization) (Prim |
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| November 20, 2020 |
Exhibit 16.2 November 20, 2020 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by SOC Telemed, Inc. (formerly Healthcare Merger Corp.) under Item 4.01 of its Form 8-K (Amendment No. 2) dated October 30, 2020. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree wit |
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| November 20, 2020 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 8-K/A 1 ea130326-8kasoctelemed.htm AMENDMENT TO FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2020 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-391 |
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| November 16, 2020 |
SOC TELEMED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.4 SOC TELEMED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Unless the context otherwise requires, references in this “SOC Telemed Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we”, “our”, “us”, the “Company” or “SOC Telemed” is intended to mean the business and operations of Specialists On Call, Inc. a |
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| November 16, 2020 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.5 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Capitalized terms used but not defined in this Exhibit 99.5 shall have the meanings ascribed to them in the Current Report on Form 8-K filed by SOC Telemed, Inc. on November 5, 2020 (the “Original Report”), as amended by Amendment No. 1 to the Original Report filed on November 16, 2020 (the “Amendment”), to which this Exhibi |
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| November 16, 2020 |
Financial Statements and Exhibits - AMENDMENT NO. 1 TO FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2020 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-39160 84-3131208 (State or other jurisdiction of incorporati |
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| November 16, 2020 |
Exhibit 99.3 Specialists On Call, Inc. Page Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019 (Unaudited) 2 Consolidated Statements of Operations for the three and nine months ended September 30, 2020 and 2019 (Unaudited) 3 Consolidated Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2020 and 2019 (Unaudited) 4 Consolidated |
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| November 16, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 ea129909-8ksoctelemed.htm CURRENT REPORT 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 Date of Report (Date of earliest event reported): November 16, 2020 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-39160 84-3131208 (State or other |
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| November 16, 2020 |
Exhibit 99.1 SOC Telemed Reports Third Quarter 2020 Results Record bookings of $2.6 million, a 54% increase year over year Reaffirms 2020 Outlook Reston, VA – November 16, 2020 – SOC Telemed, Inc. (Nasdaq: TLMD), the largest national provider of acute care telemedicine, today announced its pre-acquisition results for its third quarter ended September 30, 2020. “I’m pleased to report that we delive |
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| November 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39160 SOC TELEMED, INC. |
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| November 10, 2020 |
HCCO / Healthcare Merger Corp. Class A / WARBURG PINCUS & CO. - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SOC Telemed, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 78472F101 (CUSIP Number) Robert B. Knauss General Counsel and Managing Director Warburg Pincus LLC 450 Lexington Avenue New York, New York |
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| November 10, 2020 |
Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned acknowledge and agree that the foregoing statement on Schedule 13D with respect to securities of SOC Telemed, Inc. |
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| November 5, 2020 |
Exhibit 21.1 Subsidiaries of SOC Telemed, Inc. Name of Subsidiary Jurisdiction of Organization Specialists On Call, LLC Delaware JSA Health Corporation Delaware JSA Health California, LLC Delaware Avant Billing Services, Inc. Delaware |
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| November 5, 2020 |
Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HEALTHCARE MERGER CORP. October 30, 2020 Healthcare Merger Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Healthcare Merger Corp.” The original certificate of incorporation of the Corporation was filed w |
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| November 5, 2020 |
Exhibit 10.8 SOC TELEMED, INC. Indemnification Agreement This Indemnification Agreement (this “Agreement”) is made as of , , by and between SOC Telemed, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS The Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance for directors, officers and key employees, the significant increases in the |
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| November 5, 2020 |
Exhibit 10.13 SOC TELEMED, INC. EXECUTIVE INCENTIVE BONUS PLAN 1. PURPOSE The purpose of the SOC Telemed, Inc. Executive Incentive Bonus Plan (as amended from time to time, the “Plan”) is to motivate and reward eligible employees for their contributions toward the achievement of certain Performance Goals (as defined below) by SOC Telemed, Inc. (together with its subsidiaries, the “Company”). 2. DE |
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| November 5, 2020 |
Exhibit 10.10 SOC TELEMED, INC. 2020 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are (a) to attract and retain the best available personnel to ensure the Company’s success and accomplish the Company’s goals; (b) to incentivize Employees, Directors and Independent Contractors with long-term equity-based compensation to align their interests with the Company’s stockholde |
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| November 5, 2020 |
SOC Telemed Closes Business Combination and Will Begin Trading on the Nasdaq Stock Exchange Exhibit 99.1 SOC Telemed Closes Business Combination and Will Begin Trading on the Nasdaq Stock Exchange Reston, VA — October 30, 2020 — SOC Telemed, Inc. (“SOC”), one of the largest national providers of acute care telemedicine, today announced that it has completed its previously announced business combination with Healthcare Merger Corp. (“HCMC”) (NASDAQ: HCCO), a special purpose acquisition co |
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| November 5, 2020 |
Exhibit 10.17(1) SOC TELEMED 1768 Business Center Drive, Suite 100, Reston, Virginia 20190 October 23, 2020 Sean Banerjee Re: SIDE LETTER RE COMPENSATION INCREASE Dear Sean: We are pleased to inform you that, pending approval of the Board of Directors of the SOC Telemed, Inc. or, following the Closing (as defined below) the parent entity thereof, (i) as of November 1, 2020, your annual base salary |
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| November 5, 2020 |
Exhibit 10.16(1) Specialists On Call, Inc. 1768 Business Center Drive, Suite 100 Reston, VA 20190 October 23, 2020 R. Jason Hallock, MD Re: Contemplated Option Waiver Dear Jason, Specialists On Call, Inc. (the “Company”) has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Healthcare Merger Corp. (“Parent”) and certain other parties, pursuant to which the Company will, su |
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| November 5, 2020 |
SOC Telemed, Inc. Director Compensation Policy. Exhibit 10.9 SOC TELEMED, INC. DIRECTOR COMPENSATION POLICY (Adopted and approved on October 30, 2020 and effective as of the consummation of the Company’s business combination) Each member of the Board of Directors (the “Board”) of SOC Telemed, Inc. (the “Company”) who is not an employee of the Company (each such member, an “Outside Director”) will receive the compensation described in this Outsi |
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| November 5, 2020 |
Exhibit 10.12 SOC TELEMED, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN 1. General; Purpose. (a) The Plan provides a means by which Eligible Employees and/or Eligible Service Providers of either the Company or a Designated Company may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees and/or Eligible Service |
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| November 5, 2020 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Capitalized terms used but not defined in this Exhibit 99.2 shall have the meanings ascribed to them in the Current Report on Form 8-K to which this Exhibit 99.2 is attached. On October 30, 2020, Specialists On Call, Inc. (“SOC Telemed”) and Healthcare Merger Corp. (“HCMC”) announced the consummation of the transactions cont |
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| November 5, 2020 |
Exhibit 16.1 November 4, 2020 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by SOC Telemed, Inc. (formerly Healthcare Merger Corp.) under Item 4.01 of its Form 8-K dated October 30, 2020. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements |
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| November 5, 2020 |
Exhibit 10.11 Specialists on Call, Inc. 2014 Equity Incentive Plan (as amended February 20, 2019) Adopted by the Board of Directors: January 21, 2014 Termination Date: January 21, 2024 1. General. (a) Eligible Award Recipients. Employees, Directors and Consultants are eligible to receive Awards. (b) Available Awards. The Plan provides for the grant of the following types of Awards: (i) Incentive S |
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| November 5, 2020 |
Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF SOC Telemed, INC. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered a |
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| November 5, 2020 |
Exhibit 10.7 EXECUTION VERSION INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 30, 2020 (the “Effective Time”), by and among SOC Telemed, Inc. (f/k/a Healthcare Merger Corp.), a Delaware corporation (the “Company”), and SOC Holdings LLC, a Delaware limited liability company (the “Stockholder”). Capitalized terms used but not otherw |
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| November 5, 2020 |
EXHIBIT 10.18 SOC TELEMED 1768 Business Center Drive, Suite 100, Reston, Virginia 20190 October 23, 2020 Eunice Kim Re: AMENDED AND RESTATED OFFER LETTER Dear Eunice: This Amended and Restated Offer Letter (the “Agreement”) between you (the “Executive”) and Specialists On Call, Inc., a Delaware corporation d/b/a SOC Telemed (the “Company”), sets forth the amended and restated terms and conditions |
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| November 5, 2020 |
Exhibit 10.6 EXECUTION VERSION AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 30, 2020, is made and entered into by and among SOC Telemed, Inc. (f/k/a Healthcare Merger Corp.), a Delaware corporation (the “Company”), HCMC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), the undersi |
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| November 5, 2020 |
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 Date of Report (Date of earliest event reported): October 30, 2020 SOC TELEMED, INC. (Exact name of registrant as specified in its charter) Delaware 001-39160 83-1905538 (State or other jurisdiction of incorporation) (Commission File |
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| November 3, 2020 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* SOC Telemed, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 78472F 101 (CUSIP Number) Steven J. Shulman HCMC Sponsor LLC 623 Fifth Avenue, 14th Floor New York, NY 10022 Telephone: (646) 975-6581 (Name, Address and Telephon |
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| October 30, 2020 |
Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure - CURRENT REPORT 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 Date of Report (Date of earliest event reported): October 30, 2020 HEALTHCARE MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39160 83-1905538 (State or other jurisdiction of incorporation) (Commissio |
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| October 26, 2020 |
Exhibit 10.2 SOC TELEMED 1768 Business Center Drive, Suite 100, Reston, Virginia 20190 October 23, 2020 Hai Tran Re: LETTER AGREEMENT Dear Hai: This Letter Agreement (the “Agreement”) between you (referred to hereinafter as the “Executive”) and Specialists On Call, Inc., a Delaware corporation d/b/a SOC Telemed (the “Company”), sets forth updated terms with respect to that certain Stock Option Gra |
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| October 26, 2020 |
8-K 1 ea128859-8khealthcaremerger.htm CURRENT REPORT 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 Date of Report (Date of earliest event reported): October 23, 2020 HEALTHCARE MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39160 83-1905538 (Sta |
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| October 26, 2020 |
Exhibit 99.1 SOC Telemed / HCMC Investor Presentation OCTOBER 2020 Disclaimer This presentation (together with oral statements made in connection herewith, this “Presentation”) contains selected information about Specialists On Call, Inc . (“SOC”) and Healthcare Merger Corp . (“HCMC ”) . This Presentation is being made in respect of the proposed business combination between HCMC and SOC . This Pre |
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| October 26, 2020 |
Exhibit 10.2 SOC TELEMED 1768 Business Center Drive, Suite 100, Reston, Virginia 20190 October 23, 2020 Hai Tran Re: LETTER AGREEMENT Dear Hai: This Letter Agreement (the “Agreement”) between you (referred to hereinafter as the “Executive”) and Specialists On Call, Inc., a Delaware corporation d/b/a SOC Telemed (the “Company”), sets forth updated terms with respect to that certain Stock Option Gra |
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| October 26, 2020 |
Exhibit 10.1 EXECUTION VERSION Subscription Agreement This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of October 23, 2020, by and between Healthcare Merger Corp., a Delaware corporation (the “Company”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business C |
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| October 26, 2020 |
Exhibit 10.1 EXECUTION VERSION Subscription Agreement This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of October 23, 2020, by and between Healthcare Merger Corp., a Delaware corporation (the “Company”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business C |
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| October 26, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - CURRENT REPORT 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 Date of Report (Date of earliest event reported): October 26, 2020 HEALTHCARE MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39160 83-1905538 (State or other jurisdiction of incorporation) (Commissio |
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| October 26, 2020 |
Merger Prospectus - CURRENT REPORT 425 1 ea128859-8khealthcaremerger.htm CURRENT REPORT 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 Date of Report (Date of earliest event reported): October 23, 2020 HEALTHCARE MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39160 83-1905538 (Sta |
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| October 23, 2020 |
Merger Prospectus - CURRENT REPORT 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 Date of Report (Date of earliest event reported): October 22, 2020 HEALTHCARE MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39160 83-1905538 (State or other jurisdiction of incorporation) (Commissio |
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| October 23, 2020 |
Exhibit 10.1 EXECUTION VERSION Subscription Agreement This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of October 22, 2020, by and between Healthcare Merger Corp., a Delaware corporation (the “Company”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business C |
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| October 23, 2020 |
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 Date of Report (Date of earliest event reported): October 22, 2020 HEALTHCARE MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39160 83-1905538 (State or other jurisdiction of incorporation) (Commissio |
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| October 23, 2020 |
Exhibit 99.1 SOC Telemed and HCMC Announce Customer Commitment to Invest in PIPE Bon Secours Mercy Health is an Investor Reston, VA – October 23, 2020 – Healthcare Merger Corp. (“HCMC”) and SOC Telemed (“SOC”), the largest national provider of acute care telemedicine, today announced that Bon Secours Mercy Health (“BSMH”) has committed to make a private investment (“PIPE”) that will close concurre |
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| October 23, 2020 |
Exhibit 10.1 EXECUTION VERSION Subscription Agreement This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of October 22, 2020, by and between Healthcare Merger Corp., a Delaware corporation (the “Company”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business C |
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| October 23, 2020 |
Exhibit 99.1 SOC Telemed and HCMC Announce Customer Commitment to Invest in PIPE Bon Secours Mercy Health is an Investor Reston, VA – October 23, 2020 – Healthcare Merger Corp. (“HCMC”) and SOC Telemed (“SOC”), the largest national provider of acute care telemedicine, today announced that Bon Secours Mercy Health (“BSMH”) has committed to make a private investment (“PIPE”) that will close concurre |
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| October 22, 2020 |
Exhibit 99.1 SOC Telemed / HCMC Investor Presentation OCTOBER 2020 Disclaimer This presentation (together with oral statements made in connection herewith, this “Presentation”) contains selected information about Specialists On Call, Inc . (“SOC”) and Healthcare Merger Corp . (“HCMC ”) . This Presentation is being made in respect of the proposed business combination between HCMC and SOC . This Pre |
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| October 22, 2020 |
Merger Prospectus - CURRENT REPORT 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 Date of Report (Date of earliest event reported): October 22, 2020 HEALTHCARE MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39160 83-1905538 (State or other jurisdiction of incorporation) (Commissio |
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| October 22, 2020 |
Exhibit 99.1 SOC Telemed / HCMC Investor Presentation OCTOBER 2020 Disclaimer This presentation (together with oral statements made in connection herewith, this “Presentation”) contains selected information about Specialists On Call, Inc . (“SOC”) and Healthcare Merger Corp . (“HCMC ”) . This Presentation is being made in respect of the proposed business combination between HCMC and SOC . This Pre |
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| October 22, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - CURRENT REPORT 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 Date of Report (Date of earliest event reported): October 22, 2020 HEALTHCARE MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39160 83-1905538 (State or other jurisdiction of incorporation) (Commissio |
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| October 21, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K 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 Date of Report (Date of earliest event reported): October 21, 2020 HEALTHCARE MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39160 83-1905538 (State or other jurisdiction of incorporation) (Commissio |
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| October 21, 2020 |
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 Date of Report (Date of earliest event reported): October 21, 2020 HEALTHCARE MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39160 83-1905538 (State or other jurisdiction of incorporation) (Commissio |
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| October 21, 2020 |
Exhibit 99.1 SOC Telemed and HCMC Announce Special Meeting Date and Identify New Director Nominees in Anticipation of Close of Business Combination Special Meeting Scheduled for October 30, 2020 Three Industry Veterans Will Join the Combined Company’s Newly Structured Board of Directors Reston, VA – October 21, 2020 – Healthcare Merger Corp. (“HCMC”) and SOC Telemed (“SOC”), the largest national p |
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| October 21, 2020 |
Exhibit 99.1 SOC Telemed and HCMC Announce Special Meeting Date and Identify New Director Nominees in Anticipation of Close of Business Combination Special Meeting Scheduled for October 30, 2020 Three Industry Veterans Will Join the Combined Company’s Newly Structured Board of Directors Reston, VA – October 21, 2020 – Healthcare Merger Corp. (“HCMC”) and SOC Telemed (“SOC”), the largest national p |
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| October 19, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - CURRENT REPORT 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 Date of Report (Date of earliest event reported): October 19, 2020 HEALTHCARE MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39160 83-1905538 (State or other jurisdiction of incorporation) (Commissio |
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| October 19, 2020 |
Exhibit 99.1 SOC Telemed Provides Updated Outlook and Business Update Company enters Q4 with record bookings YTD and set to begin trading November 2 Reston, VA – October 19, 2020 – SOC Telemed (SOC), the largest national provider of acute care telemedicine, today provided financial and business highlights based on the strength of the year to date performance. ● Bookings for 2020 are now expected t |
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| October 19, 2020 |
Exhibit 99.1 SOC Telemed Provides Updated Outlook and Business Update Company enters Q4 with record bookings YTD and set to begin trading November 2 Reston, VA – October 19, 2020 – SOC Telemed (SOC), the largest national provider of acute care telemedicine, today provided financial and business highlights based on the strength of the year to date performance. ● Bookings for 2020 are now expected t |
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| October 19, 2020 |
Merger Prospectus - CURRENT REPORT 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 Date of Report (Date of earliest event reported): October 19, 2020 HEALTHCARE MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39160 83-1905538 (State or other jurisdiction of incorporation) (Commissio |
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| October 15, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Healthcare Merger Corp. (Name of Issuer) (Title of Class of Securities) 42227L102 (CUSIP Number) October 09, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d- |
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| October 15, 2020 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-248097 PROXY STATEMENT / CONSENT SOLICITATION STATEMENT / PROSPECTUS HEALTHCARE MERGER CORP. 623 Fifth Avenue, 14th Floor New York, NY 10022 Dear Healthcare Merger Corp. Stockholders: On July 29, 2020, Healthcare Merger Corp. (“HCMC”), Sabre Merger Sub I, Inc. (“First Merger Sub”), a wholly owned subsidiary of HCMC, and Sabre Merger Sub II, LLC |
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| October 14, 2020 |
As filed with the Securities and Exchange Commission on October 14, 2020 Registration No. |
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| October 14, 2020 |
Healthcare Merger Corp. 623 Fifth Avenue, 14th Floor New York, NY 10022 Healthcare Merger Corp. 623 Fifth Avenue, 14th Floor New York, NY 10022 VIA EDGAR October 14, 2020 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attn: Mr. Jeffrey Gabor Re: Healthcare Merger Corp. Amendment No. 2 to Registration Statement on Form S-4 Filed October 9, 2020 File No. 333-248097 Dear Mr. Gabor: Hea |
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| October 14, 2020 |
Healthcare Merger Corp. 623 Fifth Avenue, 14th Floor New York, NY 10022 October 14, 2020 Healthcare Merger Corp. 623 Fifth Avenue, 14th Floor New York, NY 10022 October 14, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attn: Mr. Jeffrey Gabor Re: Healthcare Merger Corp. Registration Statement on Form S-4, as amended Filed August 18, 2020 File No. 333-248097 Dear Mr. Gabor: Pursuant |
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| October 9, 2020 |
Consent of Barbara P. Byrne to be named as a director. Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Healthcare Merger Corp. of the Registration Statement on Form S-4 (File No. 333-248097) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of direc |
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| October 9, 2020 |
Consent of Anne M. McGeorge to be named as a director. Exhibit 99.8 Consent to be Named as a Director Nominee In connection with the filing by Healthcare Merger Corp. of the Registration Statement on Form S-4 (File No. 333-248097) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of direc |
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| October 9, 2020 |
Exhibit 10.5(2) SOC TELEMED, INC. 2020 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the SOC Telemed, Inc. 2020 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (this “Award Agreement”). NOTICE OF RESTRICTED STOCK UNIT GRANT Participant Name: You have been granted |
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| October 9, 2020 |
Exhibit 99.1 HEALTHCARE MERGER CORP. PROXY FOR SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER [●], 2020 The undersigned hereby appoints Steven J. Shulman and Dennis Conroy, and each of them, proxies and attorneys-in-fact, each with the power of substitution and revocation, and hereby authorizes and instructs each to represent and vote, in the manner directed below, all the shares of common |
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| October 9, 2020 |
Exhibit 10.5(1) SOC TELEMED, INC. 2020 EQUITY INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the SOC Telemed, Inc. 2020 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”). NOTICE OF STOCK OPTION GRANT Participant Name: You have been granted an Option to purchase Commo |
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| October 9, 2020 |
Consent of Joseph P. Greskoviak to be named as a director. Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Healthcare Merger Corp. of the Registration Statement on Form S-4 (File No. 333-248097) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of direc |
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| October 9, 2020 |
As filed with the Securities and Exchange Commission on October 9, 2020 Registration No. |
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| October 2, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - CURRENT REPORT 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 Date of Report (Date of earliest event reported): October 2, 2020 HEALTHCARE MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39160 83-1905538 (State or other jurisdiction of incorporation) (Commission |
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| October 2, 2020 |
Exhibit 99.1 SOC Telemed / HCMC Investor Presentation OCTOBER 2020 Disclaimer This presentation (together with oral statements made in connection herewith, this “Presentation”) contains selected information about Specialists On Call, Inc . (“SOC”) and Healthcare Merger Corp . (“HCMC ”) . This Presentation is being made in respect of the proposed business combination between HCMC and SOC . This Pre |
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| October 2, 2020 |
Merger Prospectus - CURRENT REPORT 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 Date of Report (Date of earliest event reported): October 2, 2020 HEALTHCARE MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39160 83-1905538 (State or other jurisdiction of incorporation) (Commission |
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| October 2, 2020 |
Exhibit 99.1 SOC Telemed / HCMC Investor Presentation OCTOBER 2020 Disclaimer This presentation (together with oral statements made in connection herewith, this “Presentation”) contains selected information about Specialists On Call, Inc . (“SOC”) and Healthcare Merger Corp . (“HCMC ”) . This Presentation is being made in respect of the proposed business combination between HCMC and SOC . This Pre |
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| September 24, 2020 |
Exhibit 99.1 SOC Telemed / HCMC Analyst Day Presentation SEPTEMBER 2020 Disclaimer This presentation (together with oral statements made in connection herewith, this “Presentation”) contains selected information about Specialists On Call, Inc . (“SOC”) and Healthcare Merger Corp . (“HCMC ”) . This Presentation is being made in respect of the proposed business combination between HCMC and SOC . Thi |
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| September 24, 2020 |
Form of Preliminary Proxy Card. Exhibit 99.1 HEALTHCARE MERGER CORP. PROXY FOR SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [●], 2020 The undersigned hereby appoints Steven J. Shulman and Dennis Conroy, and each of them, proxies and attorneys-in-fact, each with the power of substitution and revocation, and hereby authorizes and instructs each to represent and vote, in the manner directed below, all the shares of common stock of |
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| September 24, 2020 |
Exhibit 99.1 SOC Telemed / HCMC Analyst Day Presentation SEPTEMBER 2020 Disclaimer This presentation (together with oral statements made in connection herewith, this “Presentation”) contains selected information about Specialists On Call, Inc . (“SOC”) and Healthcare Merger Corp . (“HCMC ”) . This Presentation is being made in respect of the proposed business combination between HCMC and SOC . Thi |
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| September 24, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - CURRENT REPORT 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 Date of Report (Date of earliest event reported): September 24, 2020 HEALTHCARE MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39160 83-1905538 (State or other jurisdiction of incorporation) (Commiss |
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| September 24, 2020 |
Exhibit 10.13 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made as of this October 28, 2019 by and between Specialists on Call, Inc., d/b/a SOC Telemed (“SOC”), a Delaware corporation with offices located at 1768 Business Center Drive, Suite 100, Reston, VA 20190, and Robert Jason Hallock, (“Employee”), a current resident of [****]. RECITALS WHEREAS, Emp |
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| September 24, 2020 |
Merger Prospectus - CURRENT REPORT 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 Date of Report (Date of earliest event reported): September 24, 2020 HEALTHCARE MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39160 83-1905538 (State or other jurisdiction of incorporation) (Commiss |
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| September 24, 2020 |
Exhibit 10.11 SOC TELEMED 1768 Business Center Drive, Suite 100, Reston, Virginia 20190 June 24, 2020 John Kalix [****] Re: EMPLOYMENT AGREEMENT Dear John: This Employment Agreement (the “Agreement”) between you (referred to hereinafter as the “Executive”) and Specialists On Call, Inc., a Delaware corporation d/b/a SOC Telemed (the “Company”), sets forth the terms and conditions that shall govern |
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| September 24, 2020 |
Exhibit 10.14 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made as of this 15th day of July, 2015 by and between Specialists On Call, Inc., (“SOC” or the “Company”), a Delaware corporation with offices located at 1768 Business Center Drive, Suite l00, Reston, Virginia 20190, and Banerjee, Sean, (“Employee”), a current resident of [****]. RECITALS WHEREAS |
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| September 24, 2020 |
Exhibit 10.10 ADMINISTRATIVE SUPPORT SERVICES AGREEMENT BETWEEN SPECIALISTS ON CALL, INC. AND [INSERT PRACTICE NAME] ADMINISTRATIVE SUPPORT SERVICES AGREEMENT This Administrative Support Services Agreement (the “Agreement”) is made and effective on [INSERT DATE] by and between Specialists On Call, Inc., a Delaware corporation (“SOC”), and [INSERT PRACTICE NAME], a [INSERT JURISDICTION] professiona |
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| September 24, 2020 |
As filed with the Securities and Exchange Commission on September 23, 2020 As filed with the Securities and Exchange Commission on September 23, 2020 Registration No. |
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| September 24, 2020 |
Exhibit 10.12 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made as of this 27th day of January, 2015 by and between Specialists On Call, Inc., (“SOC” or the “Company”), a Delaware corporation with offices located at 1768 Business Center Drive, Suite 100, Reston, Virginia 20190, and Hai V. Tran, (“Employee”), a current resident of [****]. RECITALS WHEREAS |
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| September 23, 2020 |
Healthcare Merger Corp. 623 Fifth Avenue, 14th Floor New York, NY 10022 Healthcare Merger Corp. 623 Fifth Avenue, 14th Floor New York, NY 10022 VIA EDGAR September 23, 2020 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attn: Mr. Jeffrey Gabor Re: Healthcare Merger Corp. Registration Statement on Form S-4 Filed August 18, 2020 File No. 333-248097 Dear Mr. Gabor: Healthcare Merger Co |
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| August 18, 2020 |
As filed with the Securities and Exchange Commission on August 18, 2020 Registration No. |
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| August 18, 2020 |
Consent of John W. Kalix to be named as a director. EX-99.2 4 fs42020ex99-2healthmerger.htm CONSENT OF JOHN W. KALIX TO BE NAMED AS A DIRECTOR. Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Healthcare Merger Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of |
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| August 18, 2020 |
Consent of Amr Kronfol to be named as a director. EX-99.5 7 fs42020ex99-5healthmerger.htm CONSENT OF AMR KRONFOL TO BE NAMED AS A DIRECTOR. Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Healthcare Merger Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of t |
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| August 18, 2020 |
Consent of Thomas J. Carella to be named as a director. EX-99.4 6 fs42020ex99-4healthmerger.htm CONSENT OF THOMAS J. CARELLA TO BE NAMED AS A DIRECTOR. Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Healthcare Merger Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 43 |
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| August 18, 2020 |
Consent of Steven J. Shulman to be named as a director. Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Healthcare Merger Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of SOC Telemed, I |
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| August 14, 2020 |
Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39160 Healthcare Merger Corp |
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| July 29, 2020 |
Exhibit 99.2 SOC Telemed / HCMC Investor Presentation JULY 2020 2 Disclaimer This presentation (together with oral statements made in connection herewith, this “Presentation”) contains selected confidential information about Specialists On Call, Inc . (“SOC”) and Healthcare Merger Corp . (“HCMC”) . By participating in this Presentation, you expressly agree to keep confidential all otherwise non - |
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| July 29, 2020 |
Exhibit 99.2 SOC Telemed / HCMC Investor Presentation JULY 2020 2 Disclaimer This presentation (together with oral statements made in connection herewith, this “Presentation”) contains selected confidential information about Specialists On Call, Inc . (“SOC”) and Healthcare Merger Corp . (“HCMC”) . By participating in this Presentation, you expressly agree to keep confidential all otherwise non - |
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| July 29, 2020 |
SOC Telemed to Merge with Healthcare Merger Corp. Exhibit 99.1 SOC Telemed to Merge with Healthcare Merger Corp. NEW YORK, NY — July 29, 2020 — SOC Telemed (“SOC”), one of the largest national providers of acute care telemedicine, and Healthcare Merger Corp. (“HCMC”) (NASDAQ: HCCO), a special purpose acquisition company, announced today that they have entered into a definitive agreement for a business combination. The combined company will operat |
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| July 29, 2020 |
Exhibit 10.3 July 29, 2020 Healthcare Merger Corp. 623 Fifth Avenue, 14th Floor New York, NY 10022 RE: Surrender and Potential Forfeiture of Parent Class B Common Stock Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), to be dated as of the date hereof, by and among Specialists On Call, Inc., a Delaware corporation, Healthcare Merger Corp., a Delaware corpora |
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| July 29, 2020 |
Exhibit 10.2 EXECUTION VERSION SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into as of July 29, 2020, by and among Healthcare Merger Corp., a Delaware corporation (“Parent”), and SOC Holdings LLC, a Delaware limited liability company (the “Written Consent Party”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed |
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| July 29, 2020 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER BY AND AMONG HEALTHCARE MERGER CORP., SABRE MERGER SUB I, INC., SABRE MERGER SUB II, LLC and SPECIALISTS ON CALL, INC. DATED AS OF JULY 29, 2020 TABLE OF CONTENTS ARTICLE I. THE CLOSING TRANSACTIONS 2 Section 1.1 Closing 2 Section 1.2 Closing Statements 3 Section 1.3 Closing Documents 4 Section 1.4 Closing Transactions 5 ARTICLE II. THE ME |
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| July 29, 2020 |
Merger Prospectus - CURRENT REPORT 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 Date of Report (Date of earliest event reported): July 29, 2020 HEALTHCARE MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39160 83-1905538 (State or other jurisdiction of incorporation) (Commission F |
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| July 29, 2020 |
Exhibit 10.1 FINAL FORM Subscription Agreement This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of July 29, 2020, by and between Healthcare Merger Corp., a Delaware corporation (the “Company”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination |
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| July 29, 2020 |
Filings under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Healthcare Merger Corp. |
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| July 29, 2020 |
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 Date of Report (Date of earliest event reported): July 29, 2020 HEALTHCARE MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39160 83-1905538 (State or other jurisdiction of incorporation) (Commission F |
