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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/01/21 Teladoc Health, Inc. 10-K 12/31/20 126:15M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.19M
2: EX-4.11 Instrument Defining the Rights of Security Holders HTML 43K
4: EX-10.14 Material Contract HTML 55K
5: EX-10.15 Material Contract HTML 58K
6: EX-10.16 Material Contract HTML 55K
7: EX-10.18 Material Contract HTML 46K
3: EX-10.2 Material Contract HTML 130K
8: EX-21.1 Subsidiaries List HTML 39K
9: EX-23.1 Consent of Expert or Counsel HTML 35K
10: EX-31.1 Certification -- §302 - SOA'02 HTML 39K
11: EX-31.2 Certification -- §302 - SOA'02 HTML 39K
12: EX-32.1 Certification -- §906 - SOA'02 HTML 35K
13: EX-32.2 Certification -- §906 - SOA'02 HTML 35K
20: R1 Document and Entity Information HTML 96K
21: R2 Consolidated Balance Sheets HTML 123K
22: R3 Consolidated Balance Sheets (Parenthetical) HTML 43K
23: R4 Consolidated Statements of Operations HTML 93K
24: R5 Consolidated Statements of Comprehensive Loss HTML 55K
25: R6 Consolidated Statements of Stockholders' Equity HTML 131K
26: R7 Consolidated Statements of Cash Flows HTML 159K
27: R8 Organization and Description of Business HTML 39K
28: R9 Summary of Significant Accounting Policies HTML 117K
29: R10 Revenue, Deferred Revenue, Deferred Costs and HTML 118K
Other
30: R11 Fair Value Measurements HTML 84K
31: R12 Business Acquisitions HTML 103K
32: R13 Inventories HTML 43K
33: R14 Property and Equipment, Net HTML 57K
34: R15 Intangible Assets, Net HTML 123K
35: R16 Goodwill HTML 49K
36: R17 Accrued Expenses and Other Current Liabilities HTML 63K
37: R18 Revolving Credit Facility HTML 34K
38: R19 Convertible Senior Notes HTML 185K
39: R20 Advances from Financing Companies HTML 45K
40: R21 Leases and Contractual Obligations HTML 69K
41: R22 Common Stock and Stockholders' Equity HTML 180K
42: R23 Income Taxes HTML 186K
43: R24 Sale of Assets HTML 34K
44: R25 Net Loss per Share HTML 53K
45: R26 401(k) Plan HTML 36K
46: R27 Legal Matters HTML 41K
47: R28 Subsequent Event HTML 35K
48: R29 Schedule II - Valuation and Qualifying Accounts HTML 94K
49: R30 Summary of Significant Accounting Policies HTML 188K
(Policies)
50: R31 Summary of Significant Accounting Policies HTML 38K
(Tables)
51: R32 Revenue, Deferred Revenue, Deferred Costs and HTML 112K
Other (Tables)
52: R33 Fair Value Measurements (Tables) HTML 82K
53: R34 Business Acquisitions (Tables) HTML 98K
54: R35 Inventories (Tables) HTML 44K
55: R36 Property and Equipment, Net (Tables) HTML 56K
56: R37 Intangible Assets, Net (Tables) HTML 125K
57: R38 Goodwill (Tables) HTML 49K
58: R39 Accrued Expenses and Other Current Liabilities HTML 63K
(Tables)
59: R40 Convertible Senior Notes (Tables) HTML 152K
60: R41 Advances from Financing Companies (Tables) HTML 43K
61: R42 Leases and Contractual Obligations (Tables) HTML 68K
62: R43 Common Stock and Stockholders' Equity (Tables) HTML 165K
63: R44 Income Taxes (Tables) HTML 183K
64: R45 Net Loss per Share (Tables) HTML 51K
65: R46 Summary of Significant Accounting Policies - VIE HTML 69K
(Details)
66: R47 Summary of Significant Accounting Policies - HTML 46K
Segment Information (Details)
67: R48 Summary of Significant Accounting Policies - Cash HTML 37K
and Cash Equivalents and Short-Term Investments
(Details)
68: R49 Summary of Significant Accounting Policies - PPE HTML 42K
(Details)
69: R50 Summary of Significant Accounting Policies - HTML 43K
Operating Leases (Details)
70: R51 Summary of Significant Accounting Policies - HTML 65K
Intangibles (Details)
71: R52 Summary of Significant Accounting Policies - HTML 44K
Stock-Based Compensation (Details)
72: R53 Summary of Significant Accounting Policies - HTML 34K
Foreign Currency (Details)
73: R54 Summary of Significant Accounting Policies - HTML 34K
Advertising and Marketing Expenses (Details)
74: R55 Summary of Significant Accounting Policies - HTML 42K
Concentrations (Details)
75: R56 Revenue, Deferred Revenue, Deferred Costs and HTML 39K
Other - Other Disclosures (Details)
76: R57 Revenue, Deferred Revenue, Deferred Costs and HTML 65K
Other - Disaggregation and Other (Details)
77: R58 Revenue, Deferred Revenue, Deferred Costs and HTML 41K
Other - Revenue Remaining Performance Obligation
(Details)
78: R59 Revenue, Deferred Revenue, Deferred Costs and HTML 43K
Other - Deferred Cost and Other (Details)
79: R60 Fair Value Measurements - Recurring (Details) HTML 62K
80: R61 Fair Value Measurements - Level 3 (Details) HTML 46K
81: R62 Business Acquisitions - Transactions (Details) HTML 64K
82: R63 Business Acquisitions - Assets Acquired, HTML 111K
Liabilities Assumed, Pro forma (Details)
83: R64 Inventories (Details) HTML 42K
84: R65 Property and Equipment, Net (Details) HTML 50K
85: R66 Intangible Assets, Net - Summary (Details) HTML 87K
86: R67 Intangible Assets, Net - Amortization (Details) HTML 46K
87: R68 Goodwill (Details) HTML 39K
88: R69 Accrued Expenses and Other Current Liabilities HTML 63K
(Details)
89: R70 Revolving Credit Facility (Details) HTML 46K
90: R71 Convertible Senior Notes - Due 2027 - Terms HTML 74K
(Details)
91: R72 Convertible Senior Notes - Due 2027 - Summary HTML 58K
(Details)
92: R73 Convertible Senior Notes - Livongo Notes Due 2025 HTML 68K
- Terms (Details)
93: R74 Convertible Senior Notes - Livongo Notes Due 2025 HTML 58K
- Summary (Details)
94: R75 Convertible Senior Notes - Due 2025 - Terms HTML 74K
(Details)
95: R76 Convertible Senior Notes - Due 2025 - Summary HTML 59K
(Details)
96: R77 Convertible Senior Notes - Due 2022 - Terms HTML 73K
(Details)
97: R78 Convertible Senior Notes - Due 2022 - Summary HTML 59K
(Details)
98: R79 Convertible Senior Notes - Due 2022 - Other HTML 47K
(Details)
99: R80 Convertible Senior Notes - Extinguishment HTML 37K
(Details)
100: R81 Advances from Financing Companies (Details) HTML 42K
101: R82 Leases and Contractual Obligations - Other HTML 54K
(Details)
102: R83 Leases and Contractual Obligations - Lease Cost HTML 41K
(Details)
103: R84 Leases and Contractual Obligations - Supplemental HTML 41K
Information (Details)
104: R85 Leases and Contractual Obligations - Future HTML 49K
Minimum Lease Payments (Details)
105: R86 Common Stock and Stockholders' Equity - HTML 46K
Capitalization (Details)
106: R87 Common Stock and Stockholders' Equity (Deficit) - HTML 35K
Warrants (Details)
107: R88 Common Stock and Stockholders' Equity - Stock Plan HTML 114K
and Stock Options (Details)
108: R89 Common Stock and Stockholders' Equity - Fair Value HTML 64K
Assumptions (Details)
109: R90 Common Stock and Stockholders' Equity - Restricted HTML 91K
Stock Units (Details)
110: R91 Common Stock and Stockholders' Equity - HTML 84K
Performance Stock Units (Details)
111: R92 Common Stock and Stockholders' Equity - Employee HTML 54K
Stock Purchase Plan (Details)
112: R93 Common Stock and Stockholders' Equity - HTML 47K
Compensation Costs (Details)
113: R94 Income Taxes - Components (Details) HTML 71K
114: R95 Income Taxes - Statutory Income Tax Rate HTML 57K
Reconciliation (Details)
115: R96 Income Taxes - Deferred Tax Assets, Liabilities HTML 85K
and Valuation Allowance (Details)
116: R97 Income Taxes - Carryforwards (Details) HTML 50K
117: R98 Income Taxes - Unrecognized Tax Benefits (Details) HTML 46K
118: R99 Sale of Assets (Details) HTML 36K
119: R100 Net Loss per Share (Details) HTML 59K
120: R101 401(k) Plan (Details) HTML 42K
121: R102 Subsequent Events (Details) HTML 36K
122: R103 Schedule II - Valuation and Qualifying Accounts HTML 47K
(Details)
124: XML IDEA XML File -- Filing Summary XML 226K
19: XML XBRL Instance -- tdoc-20201231x10k_htm XML 3.53M
123: EXCEL IDEA Workbook of Financial Reports XLSX 155K
15: EX-101.CAL XBRL Calculations -- tdoc-20201231_cal XML 269K
16: EX-101.DEF XBRL Definitions -- tdoc-20201231_def XML 985K
17: EX-101.LAB XBRL Labels -- tdoc-20201231_lab XML 1.96M
18: EX-101.PRE XBRL Presentations -- tdoc-20201231_pre XML 1.58M
14: EX-101.SCH XBRL Schema -- tdoc-20201231 XSD 267K
125: JSON XBRL Instance as JSON Data -- MetaLinks 522± 809K
126: ZIP XBRL Zipped Folder -- 0001558370-21-002118-xbrl Zip 546K
Exhibit 4.11
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
Teladoc Health, Inc. (“Teladoc Health,” “we,” “us” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock, par value $0.001 per share (the “common stock”). As of March 1, 2021, we had 300,000,000 shares of common stock authorized. Our outstanding shares of common stock are listed on The New York Stock Exchange under the symbol “TDOC.”
The following description summarizes the material terms of our common stock. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of our common stock, you should refer to our amended and restated certificate of incorporation and our amended and restated bylaws, which have been filed with the Securities and Exchange Commission as exhibits to our Annual Report on Form 10-K to which this description is an exhibit, as well as the General Corporation Law of the State of Delaware (the “DGCL”).
Common Stock
Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. An election of directors by our stockholders in an uncontested election shall be determined by a majority of the votes cast by the stockholders entitled to vote on the election, which means that the number of votes cast “for” a director’s election must exceed the number of votes cast “against” that director. In contested elections, which are elections where the number of director nominees exceeds the number of directors to be elected, directors are elected by a plurality of the votes cast at the meeting.
Other matters shall be decided by the affirmative vote of our stockholders having a majority in voting power of the votes cast by the stockholders present or represented and voting on such matter. Our amended and restated certificate of incorporation and amended and restated bylaws also provide that our directors may be removed only by the affirmative vote of the holders of at least a majority in voting power of the outstanding shares of capital stock entitled to vote thereon. In addition, the affirmative vote of the holders of at least a majority in voting power of the outstanding shares of capital stock entitled to vote thereon is required to amend or repeal, or to adopt any provision inconsistent with, several of the provisions of our amended and restated certificate of incorporation. See below under “—Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws—Amendment of Charter Provisions.” Holders of our common stock are entitled to receive proportionately any dividends as may be declared by our board of directors, subject to any preferential dividend rights of any series of preferred stock that we may designate and issue in the future.
In the event of our liquidation or dissolution, the holders of our common stock are entitled to receive proportionately our net assets available for distribution to stockholders after
the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of our common stock have no preemptive, subscription, redemption or conversion rights. Our outstanding shares of common stock are validly issued, fully paid and nonassessable. The rights, preferences and privileges of holders of our common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.
Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws
Some provisions of Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws could make the following transactions more difficult: an acquisition of us by means of a tender offer; an acquisition of us by means of a proxy contest or otherwise; or the removal of our incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions which provide for payment of a premium over the market price for our shares.
These provisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of the increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.
Undesignated Preferred Stock
The ability of our board of directors, without action by the stockholders, to issue up to 1,000,000 shares of undesignated preferred stock with voting or other rights or preferences as designated by our board of directors could impede the success of any attempt to change control of us.
Stockholder Meetings
Our amended and restated bylaws provide that a special meeting of stockholders may be called only by our chairman of the board, chief executive officer or president (in the absence of a chief executive officer), or by a resolution adopted by a majority of our directors.
Requirements for Advance Notification of Stockholder Nominations and Proposals
Our amended and restated bylaws establish advance notice procedures with respect to stockholder proposals to be brought before a stockholder meeting and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee of our board of directors.
Elimination of Stockholder Action by Written Consent
Our amended and restated certificate of incorporation eliminates the right of stockholders to act by written consent without a meeting.
Removal of Directors
Our amended and restated certificate of incorporation provides that no member of our board of directors may be removed from office by our stockholders except upon the approval of the holders of at least a majority in voting power of the outstanding shares of stock entitled to vote in the election of directors.
Stockholders not Entitled to Cumulative Voting
Our amended and restated certificate of incorporation does not permit stockholders to cumulate their votes in the election of directors. Accordingly, the holders of a majority of the outstanding shares of stock entitled to vote in any election of directors can elect all of the directors standing for election, if they choose.
Delaware Anti-Takeover Statute
We are subject to Section 203 of the DGCL, which prohibits persons deemed to be “interested stockholders” from engaging in a “business combination” with a publicly held Delaware corporation for three years following the date these persons become interested stockholders unless the business combination is, or the transaction in which the person became an interested stockholder was, approved in a prescribed manner or another prescribed exception applies. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years prior to the determination of interested stockholder status did own, 15% or more of a corporation’s voting stock. Generally, a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by our board of directors.
Choice of Forum
Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative form, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for: (1) any derivative action or proceeding brought on our behalf; (2) any action asserting a claim of breach of a fiduciary duty or other wrongdoing by any of our directors, officers, employees or agents to us or our stockholders; (3) any action asserting a claim against us arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or amended and restated bylaws; (4) any action to interpret, apply, enforce or determine the validity of our amended and restated certificate of incorporation or amended and restated bylaws; or (5) any action asserting a claim governed by the internal affairs doctrine. Our amended and restated certificate of incorporation also provides that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of and to have consented to this choice of forum provision.
Amendment of Charter Provisions
The amendment of any of the above provisions would require approval by holders of at least a majority in voting power of the outstanding shares of stock entitled to vote thereon.
The provisions of Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in the composition of our board and management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/1/21 | 4, S-8 | ||
| For Period end: | 12/31/20 | 5 | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/24 Teladoc Health, Inc. 10-K 12/31/23 120:12M 3/01/23 Teladoc Health, Inc. 10-K 12/31/22 121:15M Toppan Merrill Bridge/FA 2/28/22 Teladoc Health, Inc. 10-K 12/31/21 111:14M Toppan Merrill Bridge/FA 3/01/21 Teladoc Health, Inc. S-8 3/01/21 3:102K Toppan Merrill/FA |