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 10, 2024 |
American Well Corporation
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-39515 | 20-5009396 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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75 State Street 26th Floor |
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Boston, Massachusetts |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: 617 204-3500 |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Class A Common Stock, $0.01 Par Value |
| AMWL |
| New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On July 10, 2024 at 5:00 p.m. Eastern Time, American Well Corporation (the “Company”) effected a reverse stock split of the Company’s Class A common stock, Class B common Stock and Class C common stock at a ratio of 1-for-20 (the “Reverse Stock Split”). The Company’s Class A common stock began trading on a split-adjusted basis at the market open on July 11, 2024, under the existing trading symbol “AMWL.” The CUSIP number for the Company’s Class A common stock following the Reverse Stock Split is 03044L 204. The Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware, is attached as Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being filed herewith:
3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| AMERICAN WELL CORPORATION |
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Date: | July 15, 2024 | By: | /s/ Bradford Gay |
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| Bradford Gay |