암웰 락업 해제일

 

Any shares of Class C common stock owned by Google will be subject to a 180-day lockup in favor of the underwriters and Google has agreed with us not to transfer its Class C stock for one year from the closing date of this offering, subject to certain exceptions and unless otherwise agreed to by us. In connection with this investment, Google will become a party to our investors rights agreement pursuant to which it will be entitled to certain registration rights. See “Description of Capital Stock—Registration Rights.”

 

 

 

 

 

 

 

A significant portion of our total outstanding shares is eligible to be sold into the market in the near future, which could cause the market price of our Class A common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of our Class A common stock in the public market, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Class A common stock. After this offering and the Google Investment, we will have outstanding                  shares of Class A common stock,                 shares of Class B common stock and                  shares of Class C common stock which are convertible into                  shares of Class A common stock based on the number of shares outstanding as of June 30, 2020. This includes the shares that we are selling in this offering, which may be resold in the public market immediately without restriction, unless purchased by our affiliates or existing stockholders. Substantially all of the remaining                  shares are currently restricted as a result of securities laws or lock-up agreements but will become eligible to be sold at various times beginning 180 days after this offering. Moreover, after this offering, holders of an aggregate of approximately                  shares of our Class A common stock (including shares issuable upon conversion of our Class B and Class C common stock) will have rights, subject to specified conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. We also intend to register all shares of Class A common stock that we may issue under our equity compensation plans. Once we register these shares, they can be freely sold in the public market upon issuance, subject to volume limitations applicable to affiliates and the lock-up agreements described in the “Underwriters” section of this prospectus.

 

 

 

 

 

 

 

 

 

Lock-up Agreements

We and all of our directors and executive officers and the holders of approximately     % of our Class A, Class B and Class C common stock outstanding prior to the offering, have agreed subject to certain exceptions, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Class A, Class B and Class C common stock or any securities convertible into or exercisable or exchangeable for shares of Class A, Class B and Class C common stock for a period of 180 days after the date of this prospectus, without the prior written consent of Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Piper Sandler & Co. See “Underwriters.”

 

 

 

 

 

 

180일 후

3월 16일 락업 해제

 

fintel.io/doc/sec-american-well-corp-s1-2020-august-24-18585-199