As filed with the Securities and Exchange Commission on September 16, 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

 

 

American Well Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware		7372		20-5009396
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

75 State Street, 26th Floor

Boston, MA 02109

(617) 204-3500

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Bradford Gay

General Counsel

American Well Corporation

75 State Street, 26th Floor

Boston, MA 02109

(617) 204-3500

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

 

Copies to:

 

Michael Kaplan Marcel Fausten Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000		Michael Benjamin Nathan Ajiashvili Latham & Watkins LLP 885 Third Avenue New York, New York 10022 (212) 906-1200

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ 333-248309

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☐
				Emerging growth company		☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

 

Title of each Class of Securities To Be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee(2)(3)
Class A Common Stock, par value $0.01 per share		7,155,555		$18.00		$128,799,990		$16,718.24

 

(1)

Represents only the additional number of shares being registered and includes 933,333 shares of common stock issuable upon exercise of the underwriters’ option to purchase additional shares. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-248309).

(2)	This amount represents the proposed maximum aggregate offering price of the securities registered hereunder. Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

(3)

The Registrant previously registered 40,250,000 shares of its common stock with an aggregate offering price not to exceed $644,000,000 on a Registration Statement on Form S-1 (File No. 333-248309), which was declared effective by the Securities and Exchange Commission on September 16, 2020. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $128,799,990 are hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares.

 

 

This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 

EXPLANATORY NOTE

This Registration Statement on Form S-1 (this “Registration Statement”) is being filed by American Well Corporation (the “Company”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the sole purpose of increasing the aggregate number of shares of Class A common stock offered by the Company by 7,155,555 shares, 933,333 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of Class A common stock. The Company hereby incorporates by reference into this Registration Statement on Form S-1 in its entirety the Registration Statement on Form S-1 (File No. 333-248309), as amended (including the exhibits thereto) (the “Prior Registration Statement”), declared effective on September 16, 2020 by the U.S. Securities and Exchange Commission (the “Commission”). The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.

EXHIBIT INDEX

 

Number		Description
5.1		Opinion of Davis Polk & Wardwell LLP
23.1		Consent of PricewaterhouseCoopers LLP
23.2		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
24.1*		Power of Attorney (included on page II-9 of the Registration Statement on Form S-1 (File No.  333-248309) filed on August 24, 2020, and incorporated herein by reference)

 

*	Previously filed.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on the 16th day of September, 2020.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Ido Schoenberg, MD		Chairman and co-Chief Executive Officer (principal executive officer)		September 16, 2020
* Roy Schoenberg, MD, MPH		President and co-Chief Executive Officer (principal executive officer)		September 16, 2020
* Keith Anderson		Chief Financial Officer (principal financial officer)		September 16, 2020
* Paul McNeice		Vice President of Accounting (principal accounting officer)		September 16, 2020
* Deval Patrick		Director		September 16, 2020
* Brendan O’Grady		Director		September 16, 2020
* Dr. Peter Slavin		Director		September 16, 2020
* Dr. Nazim Cetin		Director		September 16, 2020
* Derek Ross		Director		September 16, 2020
* Stephen Schlegel		Director		September 16, 2020

 

II-4

Signature		Title		Date
* Dr. Delos (Toby) Cosgrove		Director		September 16, 2020

 

By:		/s/ Bradford Gay
		Attorney-in-Fact

 

II-5

Exhibit 5.1

 

				New York Northern California Washington DC São Paulo London		Paris Madrid Tokyo Beijing Hong Kong
Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017		212 450 4000 tel 212 701 5800 fax

September 16, 2020

American Well Corporation 75 State Street, 26th Floor Boston, MA 02109

Ladies and Gentlemen:

We have acted as special counsel to American Well Corporation, a Delaware corporation (the “Company”), in connection with the Company’s Registration Statement on Form S-1 (the “Abbreviated Registration Statement”) filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 7,155,555 shares of its Class A common stock, par value $0.01 per share (the “Securities”), including 933,333 shares subject to the underwriters’ over-allotment option, as described in the Registration Statement. The Securities are to be purchased by certain underwriters and offered for sale to the public together with the securities registered pursuant to a Registration Statement on Form S-1 (File No. 333-248309) of the Company that was declared effective earlier today (the “Initial Registration Statement”).

We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

Based upon the foregoing, we advise you that, in our opinion, when the Amended and Restated Certificate of Incorporation of the Company authorizing the Class A common stock, in the form approved by the Board of Directors and shareholders of the Company, has been filed with the Secretary of State of the State of Delaware and the price at which the Securities to be sold has been approved by or on behalf of the Board of Directors of the Company and when the Securities have been issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement referred to in the prospectus included in the Initial Registration Statement and incorporated by reference in the Abbreviated Registration Statement, the Securities will be validly issued, fully paid and non-assessable.

We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion as an exhibit to the Abbreviated Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the prospectus included in the Initial Registration Statement and incorporated by reference in the Abbreviated Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Davis Polk & Wardwell LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated June 1, 2020, except for the effects of the stock split discussed in Note 25 to the consolidated financial statements, as to which the date is September 8, 2020, relating to the financial statements, which appears in Amendment No. 2 to the Registration Statement on Form S-1 (No. 333-248309) of American Well Corporation. We also consent to the reference to us under the heading “Experts” in Amendment No. 2 to the Registration Statement on Form S-1 (No. 333-248309) incorporated by reference in this Registration Statement.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

September 16, 2020