This abstract does not contain all of the data that you should contemplate earlier than investing in our frequent stock. You should learn this prospectus and the documents that we reference herein utterly and with the understanding that our precise future results could also be materially completely different from what we presently expect. You should assume that the data appearing in this prospectus and any doc included by reference is correct as of its date only. Because the risk elements referred to above may cause precise outcomes or outcomes to differ materially from those expressed in any ahead-trying statements made by us or on our behalf, you should not place undue reliance on any ahead-wanting statements. Further, any ahead-wanting statement speaks solely as of the date on which it is made, and we undertake no obligation to replace any forward-trying assertion to reflect events or circumstances after the date on which the statement is made or to mirror the incidence of unanticipated occasions.

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The holders of the Series A Preferred Stock will bear the chance of our future offerings, which can cut back the market price of the Series A Preferred Stock and can dilute the worth of their holdings in us. (“GS”) and any other purchasers party thereto from time to time (collectively, the “Holders”) governing our outstanding senior secured notes (the “2024 Notes“) in connection with the Underwritten Offering. If we are compelled to liquidate our belongings to pay our collectors, we could not have enough belongings to pay amounts due on any or all of the Series A Preferred Stock then excellent. In connection with the providing of the Series A Preferred Stock, we entered right into a conditional amendment (the “Conditional Amendment”) to our Note Purchase Agreement dated September 24, 2019 (the “Note Agreement”) with Goldman Sachs Specialty Lending Group, L.P. (“GS”) and another purchasers party thereto from time to time (collectively, the “Holders”) governing $35.zero million in mixture principal amount of our excellent senior secured notes (the “2024 Notes“). In reference to the Conditional Amendment and the Sales Agreement, an affiliate of GS waived its right to participate in both offerings of Series A Preferred Stock.

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In that occasion, we will print and deliver certificates in fully registered type for the Series A Preferred Stock. No holders of the Series A Preferred Stock will, as holders of Series A Preferred Stock, have any preemptive rights to buy or subscribe for our common inventory or any other safety. When the Series A Preferred Stock is entitled to vote, such shares are entitled to at least one vote per share. In any matter during which the Series A Preferred Stock could vote as a single class with some other sequence of our most popular stock , each share of Series A Preferred Stock shall be entitled to one vote per $25.00 of said liquidation desire. The Preferred Directors elected at any such particular assembly will hold workplace till the following annual assembly of the Corporation’s stockholders until they have been previously terminated or eliminated. In reference to the train of any Special Exchange Right, we are going to comply with all federal, provincial, and state securities legal guidelines and stock trade rules in reference to any change of Series A Preferred Stock for shares of our frequent inventory or other property. We is not going to problem fractional shares of widespread stock upon the trade of shares of Series A Preferred Stock.

Instead, we can pay the cash value of such fractional shares. • zero.7653 shares of frequent inventory (the “Share Cap”), topic to sure adjustments described under. If we elect to redeem any shares of Series A Preferred Stock as described on this paragraph, we could use any obtainable money to pay the redemption worth. No curiosity, or sum of money in lieu of curiosity, shall be payable in respect of any dividend fee or payments on the Series A Preferred Stock which may be in arrears.

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In addition, the Series A Preferred Stock will rank junior to all our current and future indebtedness and other liabilities. The Series A Preferred Stock may also rank junior to another senior securities we could problem in the future with respect to property out there to fulfill claims against married secrets us. Upon the completion of the providing described in this prospectus supplement, we may promote further shares of most well-liked stock, together with shares of Series A Preferred Stock, on terms which will differ from those described in this prospectus complement.

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Nor shall another dividend be declared or made upon shares of our common inventory or preferred inventory that we might problem rating junior to, or on a parity with, the Series A Preferred Stock as to the cost of dividends or the distribution of assets upon liquidation, dissolution or winding up. Accordingly, we can’t guarantee that we will be able to make money dividends on our most well-liked stock or what the actual dividends might be for any future period. The segregated account might solely be used to pay dividends on the Series A Preferred Stock, when legally permitted, and will not be used for different company functions. As a end result, holders of shares of Series A Preferred Stock won’t be entitled to obtain dividends on a Dividend Payment Date if such shares weren’t issued and outstanding on the relevant dividend document date. Set forth beneath are the phrases of our outstanding Series A Preferred Stock issued in a public providing in August 2020. Pursuant to the DGCL and the Series A Preferred Stock, we might create and concern additional shares Series A Preferred Stock by resolution and no vote of our stockholders, including holders of the Series A Preferred Stock, is required in connection therewith.

We are a number one Artificial Intelligence (“AI”) and telehealth enabled, virtualized outpatient healthcare treatment firm, whose mission is to assist enhance the health and save the lives of as many people as possible. Our platform, PRE™ (Predict- Recommend-Engage), organizes and automates healthcare knowledge integration and analytics via the applying of machine intelligence to ship analytic insights. Our PRE platform predicts people whose persistent disease will enhance with habits change, recommends efficient care pathways that people are keen to follow, and engages people who are not receiving the care they need.

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Any of those activities may have the effect of preventing or retarding a decline out there value of the Series A Preferred Stock. They can also cause the worth of shares of Series A Preferred Stock to be larger than the price that may in any other case exist within the open market within the absence of those transactions. The underwriters may conduct these transactions on the NASDAQ Global Market or in the over-the-counter market, or in any other case.

By combining predictive analytics with human engagement, we ship improved member health and validated outcomes and savings to healthcare payers. We may amend or supplement this prospectus from time to time by submitting amendments or supplements as required. You ought to learn the whole prospectus and any amendments or supplements rigorously before you make your investment choice.