8-K 1 ea142786-8k_soctelemedinc.htm CURRENT REPORT

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): June 16, 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 8.01

Other Events.

On June 16, 2021, SOC Telemed, Inc. (the “Company”) closed the sale of an additional 1,200,000 shares of its Class A common stock, $0.0001 par value per share (the “Class A common stock”), pursuant to the exercise in full by the Underwriters (as defined below) of their option to purchase additional shares in connection with the Company’s previously announced underwritten public offering. The shares were sold to the Underwriters pursuant to an underwriting agreement, dated May 26, 2021, between the Company and Credit Suisse Securities (USA) LLC, as representative of the several underwriters named therein (collectively, the “Underwriters”), at a price of $5.655 per share, for net proceeds to the Company of approximately $6.8 million before deducting estimated offering expenses payable by the Company. With the exercise of this option, the total offering consisted of 9,200,000 shares of Class A common stock for total net proceeds to the Company of approximately $52.0 million before deducting estimated offering expenses payable by the Company.

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: June 16, 2021	By:	/s/ Eunice Kim
	Name:	Eunice Kim
	Title:	General Counsel and Corporate Secretary

SEC Form 8-K filed by SOC Telemed, Inc.