DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS SOC Telemed, Inc., formerly known as Healthcare Merger Corp. (the "Company"), was incorporated in Delaware on September 19, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (an "Acquisition Transaction"). The Business Combination (defined below) qualified as an Acquisition Transaction for purposes of these notes to consolidated financial statements. Business Combination On October 30, 2020 (the "Closing Date"), the Company consummated the previously announced transactions (the "Business Combination") pursuant to the Agreement and Plan of Merger, dated July 29, 2020 (the "Merger Agreement"), by and among the Company, Sabre Merger Sub I, Inc. ("First Merger Sub"), a wholly owned subsidiary of the Company, Sabre Merger Sub II, LLC ("Second Merger Sub"), a wholly owned subsidiary of the Company, and Specialists On Call, Inc. ("Legacy SOC Telemed"). As a result of the Business Combination and the other transactions contemplated by the Merger Agreement, First Merger Sub merged with and into Legacy SOC Telemed, with Legacy SOC Telemed being the surviving corporation, immediately followed by Legacy SOC Telemed merging with and into Second Merger Sub, with Second Merger Sub surviving the merger as a wholly owned subsidiary of the Company (the "Mergers"). In connection with the consummation of the Business Combination (the "Closing"), the registrant changed its name from Healthcare Merger Corp. to SOC Telemed, Inc. Prior to and in connection with the Closing, holders of 18,606,033 shares of the Company's Class A common stock, par value $0.0001 per share ("Class A common stock" or "common stock"), sold in its initial public offering exercised their right to redeem those shares for cash at a price of $10.06 per share, for an aggregate of approximately $187.2 million. The per share redemption price of $10.06 for public stockholders electing redemption was paid out of the Company's Trust Account (as defined below), which after taking into account the redemptions, had a balance immediately prior to the Closing of approximately $64.3 million. In addition, approximately $0.3 million remained in the Company's operating account immediately prior to the Closing and approximately $168.0 million in proceeds from the PIPE Investment, as described below, remained in escrow immediately prior to the Closing, which, together with the approximately $3.3 million of cash of Legacy SOC Telemed, was used to pay the approximately $75.1 million cash component of the Merger Consideration to former stockholders, vested option holders and warrant holders of Legacy SOC Telemed in connection with the Closing. In connection with the execution of the Merger Agreement, the Company entered into subscription agreements, each dated July 29, 2020 (the "Subscription Agreements"), with certain investors pursuant to which the investors agreed to purchase an aggregate of 16,500,000 shares of Class A common stock in a private placement for an aggregate purchase price of $165.0 million (the "PIPE Investment"). Also as previously disclosed, on October 22, 2020, and October 23, 2020, the Company entered into Subscription Agreements with additional investors pursuant to which the investors agreed to purchase an aggregate of 300,000 shares of Class A common stock in a private placement for an aggregate purchase price of $3.0 million, increasing the aggregate PIPE Investment to $168.0 million. The PIPE Investment was consummated concurrently with the Closing. Immediately after giving effect to the Business Combination (including as a result of the redemptions described above, the conversion of 4,375,000 outstanding Founder Shares (as defined in Note 5) into shares of Class A common stock on a one-for-one basis, the forfeiture by HCMC Sponsor LLC, a Delaware limited liability company (the "Sponsor") of 1,875,000 Sponsor Contingent Closing Shares, the issuance of 16,800,000 shares of Class A common stock in the PIPE Investment and the issuance of 48,504,895 shares of Class A common stock to pay the stock component of the Merger Consideration to former stockholders, vested option holders and warrant holders of Legacy SOC Telemed in connection with the Closing), there were 76,773,862 shares of Class A common stock issued and outstanding and warrants to purchase 12,850,000 shares of Class A common stock of the Company issued and outstanding. Business Prior to the Business Combination Prior to the Business Combination, the Company's subsidiaries were comprised of Sabre Merger Sub I, Inc. and Sabre Merger Sub II, LLC. All activity through September 30, 2020 relates to the Company's formation, the initial public offering (the "Initial Public Offering"), which is described below, identifying a target company for an Acquisition Transaction and consummating the Business Combination. The registration statements for the Company's Initial Public Offering were declared effective on December 12, 2019. On December 17, 2019, the Company consummated the Initial Public Offering of 25,000,000 units (the "Units" and, with respect to the shares of Class A common stock included in the Units sold, the "Public Shares"), which included the partial exercise by the underwriter of the over-allotment option to purchase an additional 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 700,000 units (each, a "Placement Unit" and collectively, the "Placement Units") at a price of $10.00 per Placement Unit in a private placement to the Sponsor, generating gross proceeds of $7,000,000, which is described in Note 4. Transaction costs amounted to $14,354,733 consisting of $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees and $604,733 of other offering costs. On September 22, 2020, the underwriter agreed to reduce the deferred fee to $5,000,000 if the Business Combination was consummated. |