American Well Corp
For the period ended Dec 31, 2023. Filed Feb 15, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 15, 2024
AMWL$12.02-3.5%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits, Financial Statement Schedules
(1)
Consolidated Financial Statements. For a list of the financial statements included herein, see Index to the Consolidated Financial Statements on page F-1 of this Annual Report on Form 10-K, incorporated into this Item by reference.
(2)
Consolidated Financial Statement Schedules. Financial statement schedules have been omitted because they are either not required or not applicable or the information is included in the consolidated financial statements or the notes thereto.
(3)
Exhibits. The exhibits listed below are filed or incorporated by reference as part of this Annual Report on Form 10-K.
| ExhibitNumber · Description · Incorporation by Reference | |||||
|---|---|---|---|---|---|
| Form · File Number · ExhibitNumber · Filing Date | |||||
| 3.1 | Amended and Restated Certificate of Incorporation | S-1 | 333-248309 | 3.1 | August 24, 2020 |
| 3.2 | By-Laws | S-1 | 333-248309 | 3.2 | August 24, 2020 |
| 4.1 | Form of Common Stock Certificate | S-1 | 333-248309 | 4.1 | August 24, 2020 |
| 4.2 | Second Amended and Restated Investors’ Rights Agreement, dated October 8, 2010 | S-1 | 333-248309 | 4.2 | August 24, 2020 |
| 4.3 | Amendment No. 1 to Second Amended and Restated Investors’ Rights Agreement, dated November 1, 2016 | S-1 | 333-248309 | 4.3 | August 24, 2020 |
| 4.4 | Amendment No. 2 to Second Amended and Restated Investors’ Rights Agreement, dated May 29, 2018 | S-1 | 333-248309 | 4.4 | August 24, 2020 |
| 4.5 | Amendment No. 3 to Second Amended and Restated Investors’ Rights Agreement, dated September 5, 2019 | S-1 | 333-248309 | 4.5 | August 24, 2020 |
| 4.6 | Amendment No. 5 and Joinder to Second Amended and Restated Investors’ Rights Agreement, dated September 21, 2020 | 8-K | 001-39515 | 10.1 | September 22, 2020 |
| 4.7 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | 10-K | 001-39515 | 4.7 | March 26, 2021 |
| 10.1# | Amended and Restated 2006 Employee, Director and Consultant Stock Pan, as amended | S-1 | 333-248309 | 10.1 | August 24, 2020 |
| 10.2# | 2020 Equity Incentive Plan | S-1 | 333-248309 | 10.5 | August 24, 2020 |
| 10.3† | Master Services Agreement, dated January 1, 2023, by and among American Well Corporation and Elevance Health, Inc. | 8-K | 001-39515 | 10.1 | December 1, 2022 |
| 10.4† | Statement of Work, dated as of November 28, 2022, by and between American Well Corporation and Elevance Health, Inc. | 8-K | 001-39515 | 10.2 | December 1, 2022 |
| 10.5† | Provider Agreement, dated as of November 28, 2022, by and between Blue Cross of California doing business as Anthem Blue Cross and Online Care Group, P.C. | 8-K | 001-39515 | 10.3 | December 1, 2022 |
| 10.6† | Provider Agreement, dated as of November 28, 2022, by and among Rocky Mountain Hospital and Medical Service, Inc., doing business as Anthem Blue Cross and Blue Shield | 8-K | 001-39515 | 10.4 | December 1, 2022 |
| and HMO Colorado, Inc. doing business as HMO Colorado, Anthem Health Plans, Inc. doing business as Anthem Blue Cross and Blue Shield, Anthem Insurance Companies, Inc. and Blue Cross Blue Shield Healthcare Plan of Georgia, Inc. d/b/a Anthem Blue Cross and Blue Shield, Anthem Insurance Companies, Inc. doing business as Anthem Blue Cross and Blue Shield, Anthem Health Plans of Kentucky, Inc. d/b/a Anthem Blue Cross and Blue Shield, Anthem Health Plans of Maine, Inc. doing business as Anthem Blue Cross and Blue Shield, RightCHOICE Managed Care, Inc., Anthem Health Plans of New Hampshire, Inc. doing business as Anthem Blue Cross and Blue Shield and Matthew Thornton Health Plan, Inc., Rocky Mountain Hospital and Medical Service, Inc. doing business as Anthem Blue Cross and Blue Shield and HMO Colorado, Inc. doing business as HMO Nevada, Empire Health Choice HMO, Inc. (d/b/a Empire BlueCross BlueShield HMO or Empire Blue Cross HMO) and Empire Health Choice Assurance, Inc. (d/b/a Empire BlueCross BlueShield or Empire Blue Cross), Community Insurance Company doing business as Anthem Blue Cross and Blue Shield, Anthem Health Plans of Virginia, Inc. doing business as Anthem Blue Cross and Blue Shield, Blue Cross Blue Shield of Wisconsin doing business as Anthem Blue Cross and Blue Shield and Online Care Group, P.C. | |||||
|---|---|---|---|---|---|
| 10.7 | Joint Venture Formation and Limited Liability Company Investment Agreement National Telehealth Network, LLC, dated December 20, 2012, between SellCore, Inc. and American Well Corporation | S-1 | 333-248309 | 10.11 | August 24, 2020 |
| 10.8 | Amendment No. 1 to the Joint Venture Formation and Limited Liability Company Investment Agreement National Telehealth Network, LLC, dated January 1, 2016, between SellCore, Inc. and American Well Corporation | S-1 | 333-248309 | 10.12 | August 24, 2020 |
| 10.9 | Form of Indemnification Agreement | S-1 | 333-248309 | 10.19 | August 24, 2020 |
| 10.10# | Employment Agreement between American Well Corporation and Ido Schoenberg, dated June 18, 2020 | S-1 | 333-248309 | 10.20 | August 24, 2020 |
| 10.11# | Employment Agreement between American Well Corporation and Roy Schoenberg, dated June 18, 2020 | S-1 | 333-248309 | 10.21 | August 24, 2020 |
| 10.12 | Amendment No 1 to the MSA Agreement, dated October 20, 2023, between Elevance Health, Inc and American Well Corporation | 10-Q | 001-39515 | 10.1 | November 1, 2023 |
| 10.13# | 2020 Employee Stock Purchase Plan | S-1 | 333-248309 | 10.23 | August 24, 2020 |
| 10.14# | Restricted Stock Unit Agreement between American Well Corporation and Ido Schoenberg, dated June 18, 2020 | S-1 | 333-248309 | 10.24 | August 24, 2020 |
| 10.15# | Restricted Stock Unit Agreement between American Well Corporation and Roy Schoenberg, dated June 18, 2020 | S-1 | 333-248309 | 10.25 | August 24, 2020 |
| 10.16#† | Business Support Agreement, dated February 25, 2013, by and among National Telehealth Network, LLC and Online Care Network P.C. and, as to certain sections, Peter Antall, M.D. | S-1 | 333-248309 | 10.26 | August 24, 2020 |
| 10.17# | Amendment No. 6 to the Business Support Agreement, dated August 1, 2017, by and among National Telehealth Network, LLC and Online Care Network P.C. | S-1 | 333-248309 | 10.27 | August 24, 2020 |
| 10.18#† | Business Support Subcontractor Services Agreement, dated February 25, 2013, by and among National Telehealth Network, LLC and American Well Corporation | S-1 | 333-248309 | 10.28 | August 24, 2020 |
| 10.19# | Amendment No. 4 to the Business Support Subcontractor Services Agreement, dated August 1, 2017, by and among National Telehealth Network, LLC and American Well Corporation | S-1 | 333-248309 | 10.29 | August 24, 2020 |
| 10.20#* | Notice of Restricted Stock Unit Agreement | ||||
| 10.21#§ | Employment Agreement between American Well Corporation and Kurt Knight, dated August 26, 2020 | S-1 | 333-248309 | 10.34 | August 24, 2020 |
| 10.22#* | Notice of Restricted Stock Unit Agreement and PSU Forfeiture | ||||
| 10.23#§ | Employment Agreement between American Well Corporation and Phyllis Gotlib, dated January 1, 2018 | S-1 | 333-252047 | 10.29 | January 12, 2021 |
| 10.24# | Employment Agreement between American Well Corporation and Vaughn Paunovich, dated May 19, 2022 | 10-Q | 001-39515 | 10.1 | May 3, 2023 |
| 10.25# | Employment Agreement between American Well Corporation and Robert Shepardson, dated September 15, 2021 | 8-K | 001-39515 | 10.1 | September 21, 2021 |
| 10.26 | Addendum to Employment Agreement between American Well Corporation and Ido Schoenberg, dated June 29, 2021 | 10-Q | 001-39515 | 10.39 | November 12, 2021 |
| 10.27# | Non-Employee Director Compensation Policy | 10-K | 001-39515 | 10.36 | March 26, 2021 |
| 10.28# | 2020 Employee Stock Purchase Plan Sub-Plan for Israeli Participants | 10-K | 001-39515 | 10.37 | March 26, 2021 |
| 10.29# | Form of PSU Award Agreement 2023 | 10-Q | 001-39515 | 10.2 | November 1, 2023 |
| 10.30# | Sub Plan to the 2020 Equity Incentive Plan Republic of Ireland and the United Kingdom | 10-K | 001-39515 | 10.39 | February 28, 2022 |
| 10.31# | American Well Corporation Non-Employee Director Compensation Policy | 10-Q | 001-39515 | 10.2 | May 3, 2023 |
| 10.32# | American Well Corporation Sub Plan to the 2020 Employee Stock Purchase Plan Republic of Ireland and the United Kingdom, dated February 8, 2022 | 10-K | 001-39515 | 10.41 | February 28, 2022 |
| 10.33# | Form of PSU Award Agreement | 10-Q | 001-39515 | 10.1 | May 10, 2022 |
| 10.34# | Amendment to the 2020 Employee Stock Purchase Plan | 10-Q | 001-39515 | 10.2 | May 10, 2022 |
| 10.35# | Employment Agreement between American Well Corporation and Phyllis Gotlib, dated April 8, 2022 | 8-K | 001-39515 | 10.1 | August 5, 2022 |
| 10.36# | Performance Share Unit Agreement between American Well Corporation and Ido Schoenberg, dated May 11, 2022 | 10-Q | 001-39515 | 10.3 | August 5, 2022 |
| 10.37# | Performance Share Unit Agreement between American Well Corporation and Roy Schoenberg, dated May 11, 2022 | 10-Q | 001-39515 | 10.4 | August 5, 2022 |
| 10.38# | Amendment No. 1 Employment Agreement by and between Kurt Knight and American Well Corporation, dated August 26, 2020 | 10-Q | 001-39515 | 10.1 | November 8, 2022 |
| 10.39# | Amendment No. 1 Employment Agreement by and between Robert Shepardson and American Well Corporation, dated September 15, 2021 | 10-Q | 001-39515 | 10.2 | November 8, 2022 |
| 10.40# | Amendment No. 1 Employment Agreement by and between Phyllis Gotlib and American Well Corporation, dated April 8, 2022 | 10-Q | 001-39515 | 10.3 | November 8, 2022 |
| 10.41# | Amendment No 1 to the MSA Agreement, dated October 20, 2023 between Elevance Health, Inc. and American Well Corporation | 10-Q | 001-39515 | 10.1 | November 1, 2023 |
| 10.42 | Form of PSU Award Agreement 2023 | 10-Q | 001-39515 | 10.2 | November 1, 2023 |
| 21.1* | Subsidiaries | ||||
| 23.1* | Consent of Independent Registered Public Accounting Firm | ||||
| 31.1* | Certification of Principal Executive Officers Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.1* | Certification of Principal Executive Officers Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 97.1* | Policy Regarding Recovery of Erroneously Awarded Compensation | ||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | ||||
| 104 | Cover page formatted as Inline XBRL and contained in Exhibit 101 | ||||
- Filed herewith.
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