Amwell Announces Reverse Stock Split
2024年6月28日 - 8:00PM
Amwell® (NYSE: AMWL), a small-cap growth healthcare company and a
leading provider of healthcare software as a service, today
announced that its Board of Directors (the “Board”) has approved a
1-for-20 reverse stock split (“Reverse Split”) of its Class A
common stock, Class B common stock and Class C common stock
(collectively, the “Common Stock”), that is expected to become
effective on July 10, 2024 at 5:00 p.m. EDT. The shares of the
Company’s Class A common stock are expected to begin trading on the
New York Stock Exchange (“NYSE”) on a split-adjusted basis at the
market open on July 11, 2024. No change will be made to the trading
symbol for the Company’s shares of Class A common stock, “AMWL”, in
connection with the Reverse Split.
The Company expects
that the Reverse Split will allow the Company to regain compliance
with the $1.00 minimum average closing price requirement of the
NYSE. The new CUSIP number for the Class A common stock following
the Reverse Split will be 03044L 204.
“While the reverse
stock split is primarily driven by technical compliance with the
NYSE minimum stock price requirement, we also hope to broaden the
base of potential investors in Amwell as we strive for greater
efficiencies, optimized cash flow and profitable growth, while
remaining committed to enabling our clients to achieve their goals.
The split also has no direct impact on our market capitalization,”
said Robert Shepardson, Amwell CFO.
At the Company’s
annual meeting of stockholders held on June 18, 2024, the Company’s
stockholders approved the proposal to authorize the Board, in its
discretion, to effect the Reverse Split at a ratio to be determined
by the Board, ranging from 1-for-10 to 1-for-20. On June 27, 2024,
the Board approved the Reverse Split.
The Reverse Split will
reduce the number of issued and outstanding shares of Class A
common stock from approximately 266,174,000 to approximately
13,308,700, the number of issued and outstanding shares of Class B
common stock from approximately 27,390,397 to approximately
1,369,519 and the number of issued and outstanding shares of Class
C common stock from approximately 5,555,555 to approximately
277,777. All outstanding options, warrants, and other securities
entitling their holders to purchase or otherwise receive shares of
Common Stock will be adjusted as a result of the Reverse Split. The
number of shares available to be awarded under the Company’s equity
incentive plans will also be appropriately adjusted. Following the
Reverse Split, the par value of the Common Stock will remain
unchanged at $0.01 par value per share. No fractional shares will
be issued in connection with the Reverse Split, and stockholders
who would otherwise be entitled to receive a fractional share will
instead receive a cash payment equal to the fraction of a share of
Common Stock in lieu of such fractional share.
Additional information
regarding the Reverse Split is available in the Company’s
definitive proxy statement originally filed with the U.S.
Securities and Exchange Commission (SEC) on April 26,
2024.
About
Amwell Amwell provides a leading hybrid care enablement
platform in the United States and globally, connecting and enabling
providers, payers, patients, and innovators to deliver greater
access to more affordable, higher quality care. Amwell believes
that hybrid care delivery will transform healthcare. The company
offers a single comprehensive platform to support all digital
health needs, from urgent to acute and post-acute care, chronic
care management and healthy living. With nearly two decades of
experience, Amwell powers the digital care of more than 50 health
plans, which collectively represent more than 100 million covered
lives and many of the nation’s largest health systems. For
more information, please visit https://business.amwell.com/.
©2024 American Well Corporation. All rights
reserved. Amwell®, SilverCloud®, ConvergeTM, CarepointTM and
the Amwell Logo are registered trademarks or trademarks of American
Well Corporation.
Forward-Looking
Statements This press release contains forward-looking
statements about us and our industry that involve substantial risks
and uncertainties and are based on our beliefs and assumptions and
on information currently available to us. All statements other than
statements of historical facts contained in this press release,
including statements regarding our future results of operations,
financial condition, business strategy and plans and objectives of
management for future operations, are forward-looking statements.
In some cases, you can identify forward-looking statements because
they contain words such as “anticipate,” “believe,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “potential,”
“predict,” “project,” “should,” “will,” or “would,” or the negative
of these words or other similar terms or expressions.
Forward-looking
statements involve known and unknown risks, uncertainties and other
factors that may cause our actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements. Forward-looking statements represent
our beliefs and assumptions only as of the date of this release.
These statements, and related risks, uncertainties, factors and
assumptions, include, but are not limited to: our ability to regain
and maintain compliance with NYSE listing standards; our ability
effect any reverse stock split; our ability to successfully
transition our clients to Converge without significant attrition;
our ability to renew and upsell our client base; the election by
the Defense Health Agency to deploy our solution across their
entire enterprise; the continuation of the DHA relationship
beyond July of 2025 with comparable financial terms; weak growth
and increased volatility in the telehealth market; our ability to
adapt to rapid technological changes; increased competition from
existing and potential new participants in the healthcare industry;
changes in healthcare laws, regulations or trends and our ability
to operate in the heavily regulated healthcare industry; our
ability to comply with federal and state privacy regulations; the
significant liability that could result from a cybersecurity
breach; and other factors described under ‘Risk Factors’ in our
most recent form 10-K filed with the SEC. These risks are not
exhaustive. Except as required by law, we assume no obligation to
update these forward-looking statements, or to update the reasons
actual results could differ materially from those anticipated in
the forward-looking statements, even if new information becomes
available in the future. Further information on factors that could
cause actual results to differ materially from the results
anticipated by our forward-looking statements is included in the
reports we have filed or will file with the Securities and Exchange
Commission. These filings, when available, are available on the
investor relations section of our website at investors.amwell.com
and on the SEC’s website at www.sec.gov.
Media: Angela Vogen
Amwell
Press@amwell.com
Investors: Sue Dooley
Amwell
415.602.9167
Sue.Dooley@amwell.com
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