American Well Corporation (Exact Name of Registrant As Specified in Its Charter)
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Table of Contents As filed with the Securities and Exchange Commission on September 15, 2020 Registration No. 333-248309 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to 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 (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) 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 Michael Benjamin Marcel Fausten Nathan Ajiashvili Davis Polk & Wardwell LLP Latham & Watkins LLP 450 Lexington Avenue 885 Third Avenue New York, New York 10017 New York, New York 10022 (212) 450-4000 (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. ☐ 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. ☐ Proposed Maximum Proposed Maximum Amount of Title of each Class of Amount to be Offering Price Aggregate Registration Securities To Be Registered Registered(1) Per Share(2) Offering Price(1)(2) Fee(3) Class A Common Stock, par value $0.01 per share $16.00 $644,000,000 $83,591.20 40,250,000 (1) Includes 5,250,000 additional shares of Class A common stock that the underwriters have the option to purchase. (2) 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) Previously paid. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we and the selling stockholders are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED SEPTEMBER 15, 2020 PRELIMINARY PROSPECTUS 35,000,000 Shares Class A Common Stock We are offering 35,000,000 shares of our Class A common stock. This is our initial public offering and no public market currently exists for our Class A common stock. We anticipate that the initial public offering price will be between $14.00 and $16.00 per share. We have applied to list our Class A common stock on the New York Stock Exchange (“NYSE”) under the symbol “AMWL”. Upon completion of this offering, we will have three classes of common stock, Class A, Class B and Class C common stock. Our Class B common stock, which will be held by our founders, Ido Schoenberg and Roy Schoenberg, will at all times hold 51% of our voting power so long as it is outstanding. Holders of our Class A, Class B and Class C common stock vote together as a single class on all matters, except as otherwise set forth in this prospectus (including that Class C shares will not vote on director elections), our amended and restated certificate of incorporation or as required by applicable law. Each outstanding share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, except for certain exceptions and upon permitted transfers described in our amended and restated certificate of incorporation and in certain other circumstances. Each share of Class C common stock will be convertible into Class A common stock at any time, subject to necessary regulatory approvals. After completion of this offering, we will be a “controlled company” within the meaning of the corporate governance standards of NYSE. Google LLC has agreed to purchase $100 million of our Class C common stock in a private placement concurrent with the consummation of this offering, with the price per share to be equal to the purchase price to the public in this offering. See “Prospectus Summary—Recent Developments—Google Investment and Commercial Relationship.” We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.” Investing in our Class A common stock involves a high degree of risk. See “Risk Factors” beginning on page 24 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to us $ $ (1) We have agreed to reimburse the underwriters for certain FINRA-related expenses. See “Underwriters” for additional information regarding the underwriters’ compensation. The underwriters have an option for a period of 30 days to purchase up to 3,525,944 additional shares of Class A common stock from us and 1,724,056 shares of Class A common stock from certain selling stockholders at the initial public offering price less the underwriting discounts and commissions. The underwriters expect to deliver the shares of Class A common stock to purchasers on , 2020. MORGAN STANLEY GOLDMAN SACHS & CO. LLC PIPER SANDLER UBS INVESTMENT BANK CREDIT SUISSE COWEN BERENBERG Prospectus dated , 2020 Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1 Risk Factors 24 Special Note Regarding Forward-Looking Statements 67 Use of Proceeds 69 Dividend Policy 70 Capitalization 71 Dilution 73 Selected Historical Consolidated Financial Data 76 Management’s Discussion and Analysis of Financial Condition and Results of Operations 80 Business 109 Management 150 Executive and Director Compensation 158 Certain Relationships and Related Person Transactions 172 Principal and Selling Stockholders 175 Description of Capital Stock 179 Shares Eligible for Future Sale 187 Material U.S. Federal Tax Consequences to Non-U.S. Holders of Our Class A Common Stock 189 Underwriters 192 Legal Matters 200 Experts 200 Where You Can Find More Information 200 Index to Financial Statements F-1 Neither we, the selling stockholders nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. Neither we, the selling stockholders nor the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide you. We are offering to sell, and seeking offers to buy, shares of Class A common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date. Until , 2020 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade our Class A common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.