Filed Pursuant to Rule 424(b)(3)
Registration No. 333-251042
PROSPECTUS SUPPLEMENT NO. 15
(to Prospectus dated December 8, 2020)
SOC Telemed, Inc.
69,280,960 Shares of Class A Common Stock
350,000 Warrants to Purchase Class A Common Stock
This prospectus supplement
supplements the prospectus dated December 8, 2020 (the “Prospectus”), which forms a part of our registration statement on
Form S-1 (No. 333-251042). 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 offer and sale from time to time by the selling securityholders named in the Prospectus (the “Selling Securityholders”)
of up to 56,780,960 shares of our Class A common stock, par value $0.0001 per share, and warrants to purchase an aggregate of 350,000
shares of Class A common stock, consisting of (i) up to 16,800,000 shares of Class A common stock (the “PIPE shares”)
issued in a private placement pursuant to subscription agreements entered into on July 29, 2020, October 22, 2020, and October 23, 2020;
(ii) up to 4,375,000 shares of Class A common stock (the “founder shares”) issued upon consummation of our business
combination with Specialists On Call, Inc. on October 30, 2020 (the “Business Combination”), in exchange for shares of our
Class B common stock originally issued in a private placement to HCMC Sponsor LLC (the “Sponsor”) and subsequently distributed
to the Sponsor’s members; (iii) up to 700,000 shares of Class A common stock (the “private placement shares”)
originally issued in a private placement to the Sponsor and subsequently distributed to the Sponsor’s members; (iv) up to 350,000
warrants to purchase shares of Class A common stock (the “private placement warrants”) originally issued in a private
placement to the Sponsor and subsequently distributed to the Sponsor’s members; (v) up to 350,000 shares of Class A common
stock issuable upon exercise of the private placement warrants; and (vi) up to 34,555,960 shares of Class A common stock (the
“closing shares”) issued in connection with the consummation of the Business Combination to SOC Holdings LLC and certain of
our officers and directors who were officers and directors of Specialists On Call, Inc.
In addition, the Prospectus
relates to the offer and sale of up to 12,500,000 shares of our Class A common stock that are issuable by us upon the exercise of
12,500,000 warrants (the “public warrants” and, together with the private placement warrants, the “warrants”)
that were previously registered.
Our Class A common stock
and warrants are listed on the Nasdaq Global Select Market under the symbols “TLMD” and “TLMDW,” respectively.
On November 2, 2021, the last reported sales price of our Class A common stock was $2.26 per share and the last reported sales price
of our warrants was $0.3016 per warrant.
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 Section 2(a) of the Securities Act of 1933, as amended, and, as such, have elected to comply with certain
reduced disclosure and regulatory requirements.
Investing in our securities
involves risks. See the section entitled “Risk Factors” beginning on page 5 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 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.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-39160
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84-3131208
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Class A Common Stock, par value of $0.0001 per share
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TLMD
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The Nasdaq Stock Market LLC
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Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
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TLMDW
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The Nasdaq Stock Market LLC
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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. ☐
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Item 2.05
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Costs Associated with Exit or Disposal Activities.
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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.
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.
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SOC Telemed, Inc.
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Date: November 3, 2021
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By:
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/s/ Eunice Kim
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Name:
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Eunice Kim
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Title:
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General Counsel and Corporate Secretary
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2
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