Annual report
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ( Mark One ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ΤΟ Commission File Number 001-39515 American Well Corporation ( Exact name of Registrant as specified in its charter ) Delaware ( State or other jurisdiction of incorporation or organization ) 75 State Street , 26th Floor Boston , MA ( Address of principal executive offices ) Registrant's telephone number , including area code : ( 617 ) 204-3500 Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Class A common stock , par value of $ 0.01 per share 20-5009396 ( I.R.S. Employer Identification No. ) Trading Symbol ( s ) AMWL 02109 ( Zip Code ) Name of each exchange on which registered The New York Stock Exchange Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the Registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . YES NO Ⓡ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Act . YES NO Indicate by check mark whether the Registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the Registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . YES NO Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the Registrant was required to submit such files ) . YES > NO Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , 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 Non - accelerated filer 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 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the Registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . YES NO As of June 30 , 2020 , the last business day of the Registrant's most recently completed second fiscal quarter , there was no established public market for the Registrant's common equity and , therefore , the Registrant cannot calculate the aggregate market value of its common equity held by non - affiliates as of such date . The aggregate market value of the voting and non - voting common equity held by non - affiliates of the Registrant , based on the closing price of the shares of Class A common stock on The New York Stock Exchange on December 31 , 2020 , was $ 5.2 billion . Common stock held by each executive officer , director and by each person known to the registrant who owned 5 % or more of its outstanding common stock have been excluded in that such persons may be deemed to be affiliates . This determination of affiliate status is not necessarily a conclusive determination for other purposes . As of March 12 , 2021 the number of shares of Registrant's Class A common stock outstanding was 206,135,349 , the number of shares of Registrant's Class B common stock outstanding was 26,433,900 , and the number of shares of Registrant's Class C common stock outstanding was 5,555,555 . DOCUMENTS INCORPORATED BY REFERENCE The Registrant intends to file a definitive proxy statement pursuant to Regulation 14A relating to the 2021 Annual Meeting of Stockholders within 120 days of the end of the Registrant's fiscal year ended December 31 , 2020. Portions of such definitive proxy statement are incorporated by reference into Part III of this Annual Report on Form 10 - K to the extent stated herein .