Item 3.02. Unregistered Sales of Equity Securities.
On June 16, 2021, Teladoc Health, Inc. (the "Company") entered into separate,
privately negotiated exchange agreements (the "Agreements") with certain holders
of the Company's 1.375% Convertible Senior Notes due 2025 (the "2025 Notes").
Pursuant to the Agreements, a total of $7,948,000 aggregate principal amount of
2025 Notes will be exchanged for an aggregate of 149,587 shares of the Company's
common stock, par value $0.001 per share (the "Exchange Shares"; and the
exchange of the 2025 Notes for the Exchange Shares, the "Exchange
Transactions"). The Company anticipates that the closing of the Exchange
Transactions will occur on or about June 21, 2021, subject to the satisfaction
of certain closing conditions. Following consummation of the Exchange
Transactions, it is expected that $6,092,000 aggregate principal amount of 2025
Notes will be outstanding.
The issuance of the Exchange Shares will be made in reliance on the exemption
from registration provided by Section 3(a)(9) of the Securities Act of 1933, as
amended (the "Securities Act"). Each holder of the 2025 Notes that participated
in the Exchange Transactions represented to the Company that it was an
"institutional accredited investor" within the meaning of Rule 501 promulgated
under the Securities Act and a "qualified institutional buyer" within the
meaning of Rule 144A promulgated under the Securities Act.
This Current Report on Form 8-K does not constitute an offer to sell, or a
solicitation of an offer to buy, any security and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offering would be
unlawful.
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