TLMD SOC Telemed
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2021
SOC TELEMED, INC.
|(Exact name of registrant as specified in its charter)|
|(State or other jurisdiction|
|(Commission File Number)||(IRS Employer|
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
(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))|
|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 5.02.||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.|
On May 10, 2021, SOC Telemed, Inc. (the “Company”) announced that the Board of Directors of the Company (the “Board”) has appointed, effective as of May 4, 2021 (the “Effective Date”), Mr. Gyasi C. Chisely as a Class II director of the Company with a term to expire at the annual meeting of stockholders to be held in 2022. In connection with the appointment, the Board approved an increase in the size of the Board, from eight to nine members, effective as of the Effective Date. Mr. Chisley was also appointed to serve on the Audit Committee of the Board.
As a non-employee director, Mr. Chisley will receive cash compensation and an equity award for his Board service in accordance with the Company’s Director Compensation Policy. Mr. Chisley is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Mr. Chisley and any other persons pursuant to which he was selected as a director. In addition, Mr. Chisley has entered into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and each of its current directors.
|Item 7.01.||Regulation FD Disclosure.|
On May 10, 2021, the Company issued a press release announcing the appointment of Mr. Chisley to the Board. A copy of the press release is attached hereto as Exhibit 99.1.
The information included in this Item 7.01 and in Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such document.
|Item 9.01||Financial Statements and Exhibits.|
|99.1||Press Release, dated May 10, 2021.|
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: May 10, 2021||By:||/s/ Eunice Kim|
|Title:||General Counsel and Corporate Secretary|