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 supplement the information in the Prospectus with the information contained in our current report on Form 8-K, filed with the Securities and Exchange Commission on November 3, 2021 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate 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 prospectus were previously issued by us in connection with our acquisition of Access Physicians Management Services Organization, LLC (“Access Physicians”) pursuant to the Membership Interest and Stock Purchase Agreement dated March 26, 2021 (the “Purchase Agreement”), by and among us, Access Physicians, HEP AP-B Corp., Health Enterprise Partners III, L.P., the persons listed on Exhibit A thereto (collectively with Health Enterprise Partners III, L.P., the “Sellers”), and AP Seller Rep, LLC, as representative of the Sellers, pursuant to which we, among other things, acquired Access Physicians.
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 November 2, 2021, was $2.26 per share.
This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, except to the extent that the information in this prospectus supplement updates and supersedes the information contained in the Prospectus.
This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus.
We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements.
Investing in our securities involves risks. See the section entitled “Risk Factors” beginning on page 7 of the Prospectus to read about factors you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is November 3, 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): 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 Number) | (IRS Employer Identification No.) |
1768 Business Center Drive, Suite 100
Reston, Virginia 20190
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (866) 483-9690
Not Applicable
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Class A Common Stock, par value of $0.0001 per share | TLMD | The Nasdaq Stock Market LLC | ||
| Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share | TLMDW | The Nasdaq Stock Market LLC |
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 2.05 | Costs Associated with Exit or Disposal Activities. |
On October 28, 2021, the Board of Directors of SOC Telemed, Inc. (the “Company”) approved certain strategic, operational and organizational plans to improve productivity and reduce complexity in the way the Company manages its business. In connection with these actions, the Company expects to reduce non-clinical headcount by approximately 12%. The Company also plans to downsize, vacate or close certain facilities and terminate certain contracts in connection with the restructuring plan. The Company estimates that it will incur up to $3 million in costs in connection with the restructuring, approximately $2 million for severance and termination benefits and approximately $1 million for site closures and other exit and disposal costs. These actions are expected to be substantially completed by the end of 2021. The Company estimates annualized benefits from the restructuring plan of approximately $7-9 million after calendar year 2021.
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SIGNATURE
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.
| SOC Telemed, Inc. | ||
| Date: November 3, 2021 | By: | /s/ Eunice Kim |
| Name: | Eunice Kim | |
| Title: | General Counsel and Corporate Secretary | |
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