ONEM 1Life Healthcare Inc

SUMMARY

This summary highlights selected information contained elsewhere in this proxy statement/prospectus/consent solicitation statement and may not contain all the information that is important to you with respect to the merger and the related matters being considered at the applicable special meeting. 1Life and Iora urge you to read carefully the remainder of this proxy statement/prospectus/consent solicitation statement, including the annexes and exhibits attached to and the documents incorporated by reference into this proxy statement/prospectus/consent solicitation statement. For a description of, and instructions as to how to obtain, this information, see the section titled “Where You Can Find More Information” beginning on page 177 of this proxy statement/prospectus/consent solicitation statement. Certain items in this summary include a page reference directing you to a more complete description of that item.

Parties to the Merger

1Life Healthcare, Inc.

1Life Healthcare, Inc.

One Embarcadero Center, Suite 1900

San Francisco, California 94111

(415) 658-6792

1Life was incorporated in the state of Delaware in July 2002. 1Life and its affiliated One Medical professional corporations are collectively referred to as One Medical. One Medical’s vision is to delight millions of members with better health and better care while reducing the total cost of care. One Medical’s mission is to transform health care for all through its human-centered, technology-powered model. One Medical is a membership-based primary care platform with seamless digital health and inviting in-office care, convenient to where people work, shop, live and click. One Medical is disrupting health care from within the existing ecosystem by simultaneously addressing the frustrations and unmet needs of key stakeholders, which include consumers, employers, providers, and health networks. As of March 31, 2021, One Medical had approximately 598,000 members in thirteen markets in the United States and greater than 8,000 enterprise clients.

One Medical has developed a modernized healthcare membership model based on direct consumer enrollment as well as employer sponsorship. The annual membership model includes seamless access to 24/7 digital health services paired with inviting in-office care routinely covered under health insurance programs. One Medical’s technology drives high monthly active usage within its membership, promoting ongoing and longitudinal patient relationships for better health outcomes and high member retention. The technology also helps its service-minded team in building trust and rapport with members by facilitating proactive digital health outreach as well as responsive on-demand virtual and in-office care. One Medical’s digital health services and well-appointed offices, which tend to be located in highly convenient locations, are staffed by a team of clinicians who are not paid on a fee-for-service basis, and therefore are free of misaligned compensation incentives prevalent in health care. Additionally, One Medical has developed clinically integrated partnerships with health networks, better coordinating more timely access to specialty care by members when needed, while advancing value-based care for employers through clinical and digital integration. Together, these components of One Medical’s human-centered and technology-powered model allow it to deliver better results for key stakeholders.

This proxy statement/prospectus/consent solicitation statement incorporates important business and financial information about One Medical from other documents that are not included in or delivered with this proxy statement/prospectus/consent solicitation statement. For a list of the documents that are incorporated by reference, see the section titled “Where You Can Find More Information” beginning on page 177 of this proxy statement/prospectus/consent solicitation statement.

SB Merger Sub, Inc.

SB Merger Sub, Inc.

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One Embarcadero Center, Suite 1900

San Francisco, California 94111

(415) 658-6792

SB Merger Sub, Inc., a direct wholly owned subsidiary of 1Life, is a Delaware corporation formed on June 3, 2021 for the purpose of effecting the merger. Upon completion of the merger, Merger Sub will be merged with and into Iora, with Iora continuing as a direct wholly owned subsidiary of 1Life, which we refer to as the surviving corporation.

Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement, including the preparation of applicable regulatory filings in connection with the merger.

Iora Health, Inc.

Iora Health, Inc.

101 Tremont Street

Boston, MA 02108

(617) 454-4672

Iora was founded in December 2010 with the purpose of restoring humanity to healthcare. Iora has pioneered an innovative, technology-enabled, and relationship-based health care delivery model designed to provide value-based primary care that aims to deliver superior health outcomes and lower overall healthcare costs. Iora’s primary care experience is delivered through Iora’s purpose-built care model. This multi-channel, team-based care model is focused on longitudinal relationships, not episodic transactions, and today primarily serves senior patients with insurance coverage provided by Medicare or with Medicare Advantage plans under both, traditional fee-for-service and at-risk models. Iora’s inviting primary care clinics are designed to delight patients and provide them with high touch, superior service. Recognizing the limitations of current electronic health records and other clinical technology, Iora built Chirp, its proprietary collaborative care technology platform, from the ground up. Iora considers Chirp to be highly differentiated from other technology solutions and a key part in its ability to digitally engage patients and families and provide actionable insight at the point of care. Iora has demonstrated its ability to rapidly scale in multiple diverse geographies, with a proven model across the socioeconomic spectrum

In the merger, each share of Iora common stock issued and outstanding immediately prior to the effective time of the merger (including shares of Iora common stock issued upon the conversion of Iora preferred stock into Iora common stock immediately prior to the effective time) will be automatically converted at the effective time into the right to receive approximately 0.689 shares of 1Life common stock, with cash paid in lieu of fractional shares. The exchange ratio is subject to adjustment for cash, working capital, unpaid indebtedness and unpaid transaction expenses. 1Life stockholders will not receive any merger consideration and will continue to hold their existing shares of 1Life common stock.

Treatment of Iora Equity Awards and Warrants (See page 69)

Material U.S. Federal Income Tax Consequences of the Merger (See page 115)

It is intended that, for U.S. federal income tax purposes, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. If the merger qualifies for such intended tax treatment, U.S. holders of Iora common stock (including Iora common stock deemed to be received immediately prior to the

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effective time on a conversion of Iora preferred stock) will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of such holders’ shares of Iora common stock for shares of 1Life common stock in the merger, except that such holders of Iora common stock may recognize gain or loss with respect to cash received in lieu of fractional shares of 1Life common stock and with respect to the sale of the Expense Fund Shares.

The discussion of U.S. federal income tax consequences of the merger contained in this proxy statement/prospectus/consent solicitation statement is intended to provide only a general summary and is not a complete analysis or description of all potential U.S. federal income tax consequences of the merger. The discussion does not address tax consequences that may vary with, or are contingent on, individual circumstances. In addition, it does not address the effects of any non-U.S., state or local tax laws.

For a more complete discussion of the material U.S. federal income tax consequences of the merger, please carefully review the information set forth in the section titled “Material U.S. Federal Income Tax Consequences”.

The tax consequences of the merger to any particular stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, you are urged to consult your own tax advisor as to the specific tax consequences of the merger, including the effects of U.S. federal, state, local, non-U.S. and other tax laws.

1Life’s Reasons for the Merger; Recommendation of the 1Life Board (See page 85)

At a meeting of the 1Life Board held on June 6, 2021, the 1Life Board (i) declared that the merger agreement, the merger and the contemplated transactions, upon the terms and subject to the conditions set forth therein, are advisable and fair and in the best interests of the 1Life and its stockholders, (ii) approved the execution, delivery and performance of the merger agreement by 1Life and the merger and (iii) adopted a resolution directing that the adoption of the merger agreement, the merger and the contemplated transactions be submitted to the 1Life stockholders for consideration and recommending that all of such 1Life stockholders approve such proposal. Such determination, approval and recommendation were made unanimously by the 1Life Board.

For the factors considered by the 1Life Board in reaching its decision to approve the merger agreement, see the section titled “The Merger—1Life’s Reasons for the Merger; Recommendation of the Stock Issuance by the 1Life Board” beginning on page 85.

The 1Life Board recommends that 1Life stockholders vote “FOR” the proposal to issue shares of 1Life common stock in connection with the merger and “FOR” the 1Life adjournment proposal.

Iora’s Reasons for the Merger; Recommendation of the Iora Board (See page 88)

At a meeting of the Iora Board held on June 6, 2021, the Iora Board (i) declared that the merger agreement, the merger and the contemplated transactions, upon the terms and subject to the conditions set forth therein, are advisable and fair and in the best interests of the Iora and its stockholders, (ii) approved the execution, delivery and performance of the merger agreement by Iora and the merger and (iii) adopted a resolution directing that the adoption of the merger agreement, the merger and the contemplated transactions be submitted to the Iora stockholders for consideration and recommending that all of such Iora stockholders adopt the merger agreement and approve the merger and the contemplated transactions. Such determination, approval and recommendation were made unanimously (with the exception of one director, who was unexpectedly unable to attend the meeting but informed the Iora Board in writing of his support for the contemplated transactions and asked that Iora’s General Counsel file such support with the minutes of the meeting).

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For the factors considered by the Iora Board in reaching its decision to approve the merger agreement, see the section titled “The Merger—Iora’s Reasons for the Merger; Recommendation of the Merger by the Iora Board” beginning on page 88 of this proxy statement/prospectus/consent solicitation statement.

The Iora Board recommends that Iora stockholders execute and return the Iora written consent indicating their approval of the merger agreement proposal.

Required Iora Stockholder Vote (See page 53)

The proposals to be submitted to the Iora stockholders pursuant to the Iora written consent require the affirmative written consent of the holders (as of the record date) of at least a (i) majority of all issued and outstanding shares of Iora common stock and Iora preferred stock (voting together as a single class on an as-converted to Iora common stock basis), (ii) a majority of all issued and outstanding shares of Series E preferred stock of Iora, voting as a separate class, and (iii) a majority of all issued and outstanding shares of Series F preferred stock of Iora, voting as a separate class.

Interests of Iora Directors and Executive Officers in the Merger (See page 108)

Iora stockholders should be aware that Iora’s directors and executive officers may have interests in the transaction that may be different from, or in addition to, the interests of Iora stockholders generally. The Iora Board was aware of and considered these interests, among other matters, in deciding to approve the terms of the merger agreement and the transaction. For a further discussion of these interests, please see the section titled “The Merger—Interests of Iora’s Directors and Executive Officers in the Transaction” beginning on page 108 of this proxy statement/prospectus/consent solicitation statement.

Voting Agreements and Joinder (See page 90)

On June 6, 2021, simultaneously with the execution and delivery of the merger agreement, certain stockholders of Iora entered into Signing Support Agreements with 1Life and Iora pursuant to which such stockholders of Iora have agreed to, among other things, vote their respective shares of Iora capital stock for the approval and adoption of the merger agreement. As of the public announcement of the merger, the persons and entities signing the Signing Support Agreements beneficially owned an aggregate of approximately 72.9% of the outstanding Iora capital stock, on a fully-diluted and as converted basis. The forms of Joinder and Support Agreements are incorporated by reference into this proxy statement/prospectus/consent solicitation statement.

Similarly, on June 6, 2021, simultaneously with the execution and delivery of the merger agreement, the 1Life specified stockholders entered into the 1Life voting agreements, pursuant to which the 1Life specified stockholders have agreed to, among other things, vote their respective shares of 1Life common stock in favor of the approval of the issuance of shares of 1Life common stock pursuant to the merger agreement. The 1Life specified stockholders currently beneficially own an aggregate of approximately 15% of the shares of 1Life common stock outstanding. The forms of 1Life voting agreement are incorporated by reference into this proxy statement/prospectus/consent solicitation statement.

The Loan Agreement (See page 91)

In connection with the merger, on June 21, 2021, 1Life, Iora and certain of its subsidiaries entered into the loan agreement pursuant to which 1Life has agreed to advance to Iora amounts to fund working capital prior to the closing of the merger or shortly after a termination thereof.

Under the loan agreement, Iora may borrow up to $75 million from time to time, effective as of the date of the loan agreement through the earlier of 30 calendar days following any termination of the merger agreement prior to the consummation of the merger, which we refer to as the merger termination, and the

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maturity date of borrowed amounts under the loan agreement. Such maturity date is the later of (i) 18 months following any merger termination and (ii) 90 days following the earliest of certain maturity dates set forth in the SVB Facility. Amounts drawn under the loan agreement are secured by all assets of Iora and are subordinated to Iora’s obligations outstanding under the SVB Facility.

Amounts drawn bear interest at a rate equal to 10% per year, payable monthly. Following a merger termination, the interest rate on outstanding drawn amounts will increase by 5% on the six-month anniversary of the termination date and by another 5% on the 12-month anniversary of the termination date, with the total interest rate capped at 20%. Following the merger termination, accrued and unpaid interest will accrete into outstanding principal at the end of each fiscal quarter unless Iora elects to pay such amounts in cash.

The loan agreement includes certain customary covenants and events of default generally consistent with those in the SVB Facility. Iora may voluntarily prepay any drawn amounts under the loan agreement without premium or penalty to the extent permitted under the SVB Facility.

As of the date of this proxy statement/prospectus/consent solicitation statement, there was $20.0 million drawn and outstanding under the loan agreement.

Opinion of Financial Advisor to 1Life, Morgan Stanley & Co. LLC (See page 96)

1Life retained Morgan Stanley & Co. LLC, which we refer to as Morgan Stanley, to act as financial advisor to 1Life in connection with the merger. 1Life selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation, its knowledge of, and involvement in, recent transactions in the industry in which 1Life operates and its knowledge of 1Life’s business and affairs. At the meeting of the 1Life Board on June 6, 2021, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley, as set forth in Morgan Stanley’s written opinion, the Aggregate Consideration (as defined below) to be paid by 1Life pursuant to the merger agreement was fair from a financial point of view to 1Life. For the purpose of Morgan Stanley’s analyses and opinion, the term “Aggregate Consideration” refers to the 56,144,278 shares of common stock, in the aggregate, that would be issued by 1Life, as contemplated by the merger agreement and subject to certain adjustments set forth in the merger agreement, as to which adjustments Morgan Stanley expressed no opinion.

The full text of the written opinion of Morgan Stanley delivered to the 1Life Board, dated June 6, 2021, is attached as Annex B and incorporated by reference into this proxy statement/prospectus/consent solicitation statement in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. Stockholders of 1Life are urged to, and should, read the opinion carefully and in its entirety. Morgan Stanley’s opinion was directed to the 1Life Board and addressed only the fairness from a financial point of view to 1Life, as of the date of the opinion, of the Aggregate Consideration to be paid by 1Life pursuant to the merger agreement. Morgan Stanley’s opinion did not address any other aspect or implications of the merger and does not constitute an opinion, advice or recommendation as to how the stockholders of Iora and 1Life should vote at the stockholders’ meetings to be held, or act on any matter, in connection with the merger. In addition, Morgan Stanley’s opinion did not in any manner address the prices at which the 1Life common stock would trade following the consummation of the merger or at any time. The summary of Morgan Stanley’s opinion set forth in this proxy solicitation/prospectus/consent solicitation statement is qualified in its entirety by reference to the full text of Morgan Stanley’s opinion.

For a further discussion of Morgan Stanley’s opinion, see the section titled “The Merger—Opinion of Financial Advisor to 1Life, Morgan Stanley & Co. LLC” beginning on page 96 of this proxy statement/

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prospectus/consent solicitation statement and the full text of the written opinion of Morgan Stanley attached as Annex B to this proxy statement/prospectus/consent solicitation statement.

The Merger Agreement (See page 56)

The terms and conditions of the merger are contained in the merger agreement, which is attached to this proxy statement/prospectus/consent solicitation statement as Annex A. You should read the merger agreement carefully, as it is the legal document that governs the merger.

Procedures for Exchanging Iora Capital Stock in the Merger (See page 58)

By no later than five business days prior to the closing date, to the extent not previously delivered to the exchange agent, 1Life will cause the exchange agent to send to each Iora stockholder a letter of transmittal and other documentation, and the exchange agent will promptly, following the closing of the merger, pay to the applicable recipient after such submission, the merger consideration. For a further discussion of the procedures for exchanging Iora capital stock, see the section titled “The Merger Agreement—Procedures for Exchanging Iora Capital Stock in the Merger” beginning on page 58 of this proxy statement/prospectus/consent solicitation statement.

Conditions to Completion of the Merger (See page 71)

As more fully described in this proxy statement/prospectus/consent solicitation statement and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include, among others (a) the adoption of the merger agreement by Iora stockholders and the approval of the issuance of shares of 1Life common stock in connection with the merger by 1Life stockholders; (b) the expiration or termination of the applicable waiting period (or any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which we refer to as the HSR Act; (c) the absence of any legal proceeding by a governmental authority that has the effect of enjoining or otherwise making illegal the consummation of the merger; (d) the approval for listing of the shares of 1Life common stock that will be issuable pursuant to the merger agreement on Nasdaq and the effectiveness of a registration statement on Form S-4 registering the issuance of the 1Life common stock that will be filed with the SEC; (e) subject to certain exceptions, the accuracy of the representations and warranties of the other party and performance by each party in all material respects of its obligations under the merger agreement; (f) the absence of a material adverse effect on 1Life or Iora; and (g) retention of certain key employees.

We cannot be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

Termination of the Merger Agreement (See page 77)

The merger agreement may be terminated, and the contemplated transactions abandoned at any time prior to the effective time of the merger:

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At any time before the effective time of the merger, Iora may terminate the merger agreement (a) if, it is not in material default of any of its obligations under the merger agreement, upon written notice to 1Life, if 1Life is in breach of any of its representations, warranties, covenants or agreements set forth in the merger agreement, which breach or failure (i) would give rise to the failure of the condition set forth in the merger agreement and (ii) is incapable of being cured, or is not cured, by 1Life within 20 business days after its receipt of such written notice or (b) upon written notice to 1Life, if the 1Life Board effects a change in recommendation.

At any time before the effective time of the merger, 1Life may terminate the merger agreement (a) if it is not in material default of any of its obligations under the merger agreement, upon written notice to Iora, if Iora is in breach of any of its representations, warranties, covenants or agreements set forth in the merger agreement, which breach or failure (i) would give rise to the failure of the condition set forth in the merger agreement and (ii) is incapable of being cured, or is not cured, by Iora within 20 business days after its receipt of such written notice or (b) upon written notice to Iora, if the Iora stockholder approval is not obtained by 11:59 p.m. Eastern Time on the second full business day following the effectiveness of this proxy statement/prospectus/consent solicitation statement.

Termination Fees and Expenses (See page 77)

1Life will be required to pay the 1Life termination fee if the merger agreement is terminated by Iora, upon written notice to 1Life, if the 1Life Board changes its recommendation that 1Life stockholders vote in favor of the issuance of 1Life common stock in connection with the merger.

Iora will be required to pay the Iora termination fee if the merger agreement is terminated by 1Life, upon written notice to Iora, if the Iora stockholder approval is not obtained by 11:59 p.m. Eastern Time on the second full business day following the effectiveness of this proxy statement/prospectus/consent solicitation statement.

Further, if the merger agreement is terminated for failure to obtain the 1Life stockholder approval, 1Life will be required to reimburse Iora for all reasonable out-of-pocket fees and expenses actually incurred by Iora up to $10 million as set forth in the merger agreement and, if requested by Iora in writing within three days of such termination, advance an amount no greater than any undrawn amount under the loan agreement.

Regulatory Approvals Required for the Merger (See page 111)

As more fully described in this proxy statement/prospectus/consent solicitation statement, the completion of the merger is subject to the expiration or earlier termination of the waiting period (and any extension thereof) applicable to the merger under the HSR Act.

Accounting Treatment (See page 120)

One Medical prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States, which we refer to as GAAP. The merger will be accounted for using the acquisition method of accounting, with 1Life treated as the acquiror. Please see the section titled “Accounting Treatment” on page 120 of this proxy statement/prospectus/consent solicitation statement.

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Listing of 1Life Common Stock (See page 111)

It is a condition to the completion of the merger that the 1Life common stock issuable in connection with the merger be approved for listing on Nasdaq. 1Life common stock is traded on Nasdaq under the symbol “ONEM”.

Appraisal Rights (See page 111)

Under Delaware law, the 1Life stockholders are not entitled to appraisal rights in connection with the issuance of shares of 1Life common stock in the merger pursuant to the terms of the merger agreement. The Iora stockholders are entitled to appraisal rights in connection with the merger in accordance with Section 262 of the DGCL. See the section titled “The Merger—Appraisal Rights” beginning on page 111 of this proxy statement/prospectus/consent solicitation statement.

Rights of Iora Stockholders Will Change as a Result of the Merger (See page 166)

As a result of the merger, Iora stockholders will become holders of shares of 1Life common stock, and their rights will be governed by the 1Life charter and the 1Life bylaws (instead of the Iora charter the Iora bylaws) and the DGCL. Following the merger, former Iora stockholders will have different rights as holders of 1Life common stock than they had as Iora stockholders due to differences in the organizational documents of 1Life and Iora. For additional information on stockholder rights, see the section titled “Comparison of Rights of 1Life Stockholders and Iora Stockholders” beginning on page 166 of this proxy statement/prospectus/consent solicitation statement.

The 1Life Special Meeting

The 1Life special meeting will be held at 9:00 a.m., local time, on August 27, 2021. At the 1Life special meeting, 1Life stockholders will be asked to consider and vote upon the following proposals:

You may vote at the 1Life special meeting if you owned shares of 1Life common stock at the close of business on July 13, 2021, the 1Life record date. You may cast one vote for each share of 1Life common stock that you owned as of the 1Life record date, including (i) shares held directly in your name as the stockholder of record and (ii) shares held for you as the beneficial owner in street name through a broker, bank, or other nominee. On the 1Life record date, there were outstanding a total of 137,790,439 shares of 1Life common stock held by 86 holders of record entitled to vote at the 1Life special meeting.

Approval of the 1Life stock issuance proposal requires the affirmative vote of a majority of votes cast at the 1Life special meeting by the holders of 1Life common stock present virtually, by remote communication or by proxy entitled to vote on such matter at the 1Life special meeting (provided that a quorum exists), in accordance with Nasdaq listing rules. Approval of the 1Life adjournment proposal requires the affirmative vote of a majority of votes cast at the 1Life special meeting by the holders of 1Life common stock present virtually, by remote communication or by proxy at the 1Life special meeting (whether or not a quorum is present).

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Because the exchange ratio is subject to adjustments pursuant to the merger agreement, and the market price of 1Life common stock will fluctuate, you cannot be sure of the value of the consideration that you will receive in the merger until the closing date of the merger.

In connection with the closing, Iora stockholders will be entitled to receive a fixed number of shares of 1Life common stock in the merger, rather than a number of shares of 1Life common stock with a particular fixed market value (subject to the adjustments). The fixed number of shares of 1Life common stock that will be issued will not be determined until the closing date of the merger based on cash, working capital, unpaid indebtedness and unpaid transaction expenses of Iora and may be subject to a post-closing adjustment.

In addition, the market price of the shares of 1Life common stock issuable in connection with the merger will fluctuate from its price on the date prior to the date the merger agreement was executed, the date of this proxy statement/prospectus/consent solicitation statement or the date on which Iora stockholders vote or execute the Iora written consent regarding the merger. The shares will not be adjusted to reflect any changes in the market prices of 1Life common stock and the market value of 1Life common stock issued in connection with the merger may be higher or lower than the market values of these shares on earlier dates.

Changes in the market price of 1Life common stock may result from a variety of factors that are beyond the control of One Medical, including changes in its business, operations and prospects, regulatory considerations, governmental actions, and legal proceedings and other developments. Market assessments of the benefits of the merger, the likelihood that the merger will be completed. and general and industry-specific market and economic conditions may also have an effect on the market price of 1Life common stock. Changes in market price of 1Life common stock may also be caused by business impacts of the COVID-19 pandemic, fluctuations and developments affecting industry-specific and general economic and market conditions and may have an adverse effect on 1Life common stock prior to the consummation of the merger.

Iora is not permitted to terminate the merger agreement solely because of changes in the market price of 1Life common stock. You are urged to obtain an up-to-date price for 1Life common stock. There is no assurance that the merger will be completed, that there will not be a delay in the completion of the merger, or that all or any of the anticipated benefits of the merger will be obtained.

Required regulatory approvals may not be received, may take longer than expected to be received or may impose conditions that are not presently anticipated or cannot be met.

Completion of the merger is conditioned upon the expiration or termination of the waiting period applicable to the merger under the HSR Act. In deciding whether to grant some of these approvals, the relevant governmental entity will make a determination of whether, among other things, the merger is in the public interest. Although each of 1Life and Iora has agreed to use its respective reasonable best efforts to obtain the requisite governmental approvals, including preparing and filing all documentation to effect all necessary notices, reports and other filings related to obtaining HSR clearance, there can be no assurance that these approvals will be obtained and that the other conditions to completing the merger will be satisfied. In addition, the governmental authorities from which the regulatory approvals are required may impose conditions on the completion of the merger or require changes to the terms of the merger or merger agreement. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying or impeding completion of the merger or of imposing additional costs or limitations on 1Life following completion of the merger, any of which might have an adverse effect on One Medical following completion of the merger.

In addition, neither 1Life nor Iora can provide any assurance that these conditions will not result in the abandonment of the merger. See the sections titled “The Merger—Regulatory Approvals Required for the Merger” and “The Merger Agreement—Conditions to Completion of the Merger” beginning on pages 111 and 71 of this proxy statement/prospectus/consent solicitation statement.

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Failure to complete the merger could negatively affect the stock price of 1Life and the future business and financial results of One Medical and Iora.

If the merger is not completed, the ongoing businesses of Iora or One Medical may be adversely affected and One Medical and Iora will be subject to several risks, including the following:

In addition, if the merger is not completed, One Medical or Iora could be subject to litigation related to any failure to complete the merger or to perform their respective obligations under the merger agreement.

If the merger is not completed, 1Life and Iora cannot assure their stockholders that these risks will not materialize and will not materially affect the business and financial results of One Medical or Iora or 1Life’s stock price.

1Life stockholders will not be entitled to appraisal rights in the merger.

Appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction.

Under the DGCL § 262(b), stockholders do not have appraisal rights if the shares of stock they hold, as of the record date for determination of stockholders entitled to vote at the meeting of stockholders to act upon a merger, are either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders. Notwithstanding the foregoing, appraisal rights are available if stockholders are required by the terms of the merger agreement to accept for their shares anything other than (a) shares of stock of the surviving corporation, (b) shares of stock of another corporation that will either be listed on a national securities exchange or held of record by more than 2,000 holders, (c) cash instead of fractional shares or (d) any combination of clauses (a) through (c).

1Life stockholders will not be entitled to appraisal rights in the merger with respect to their shares of 1Life common stock.

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One Medical and Iora are subject to various uncertainties, including litigation and requirements while the transaction is pending, that could adversely affect the business and operations of One Medical and Iora.

In connection with the merger, some enterprise clients, patients, members, vendors or partners of each of One Medical and Iora may delay or defer decisions or reduce their level of business with either or both of the companies, any of which could negatively affect the revenues, earnings, cash flows and expenses of One Medical and Iora, regardless of whether the merger is completed. Similarly, while reductions in force are not planned, current and prospective employees of One Medical and Iora may nevertheless experience uncertainty about their future roles with the combined company following the merger, which may materially and adversely affect the ability of each of One Medical and Iora to attract and retain key management, sales, marketing, operational and technical personnel during the pendency of the merger.

In addition, due to operating covenants in the merger agreement, each of One Medical and Iora may be unable, during the pendency of the merger, to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions that are not in the ordinary course of business, even if such actions would prove beneficial. Any of these effects could adversely affect the ability to generate revenue at anticipated levels prior to the completion of the merger. Moreover, the pursuit of the merger and the preparation for the integration of the companies may place a significant burden on the management and personnel of both companies. The diversion of management’s attention away from operating the companies in the ordinary course could adversely affect One Medical’s and Iora’s financial results.

One Medical, Iora and their respective affiliates may also be involved in disputes, governmental and/or regulatory inspections, investigations and proceedings and litigation matters that arise from time to time. Litigation and investigations may result in substantial costs, settlement and judgments and may divert management’s attention and resources, which may substantially harm One Medical’s or Iora’s business, financial condition and results of operations. For example, One Medical recently entered into a settlement agreement relating to a previously disclosed class action complaint, which agreement remains subject to court approval. As previously disclosed, One Medical has received various information and document requests from governmental authorities, including states attorneys general, a U.S. congressional subcommittee, the Federal Trade Commission and state and local public health departments regarding One Medical’s vaccine administration practices and related matters. One Medical is responding to these requests as well as requests received from other governmental agencies, including with respect to One Medical’s compensation practices and membership generation during the relevant periods. Such inquiries and information requests remain ongoing and One Medical is unable to predict the outcome or timeline of these matters or if any additional requests, inquiries, investigations or other government actions may arise relating to such circumstances.

Current 1Life stockholders will have a reduced ownership and voting power in the combined company after the merger.

1Life expects to issue or reserve for issuance approximately 56.1 million shares of 1Life common stock to Iora stockholders in connection with the merger (including shares of 1Life common stock to be reserved in connection with outstanding Iora options). Based on the number of shares of 1Life common stock and Iora capital stock outstanding on July 13, 2021, the record date for the 1Life special meeting, and assuming no further issuances of Iora capital stock or 1Life common stock (including pursuant to option exercises), upon the completion of the merger, current 1Life stockholders and former Iora stockholders are expected to own approximately 28% and 72% of the total voting power of 1Life, respectively.

1Life stockholders and Iora stockholders currently have the right to vote for their respective directors and on certain other matters affecting their company. If and when the merger occurs, each 1Life stockholder will remain a stockholder of 1Life with a percentage ownership of 1Life that will be smaller than the stockholder’s percentage of 1Life prior to the merger (without considering such stockholder’s current ownership of Iora capital stock, if any). Correspondingly, each Iora stockholder who receives shares of 1Life common stock will become a

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holder of 1Life common stock with a percentage ownership of 1Life that will be smaller than the stockholder’s percentage ownership of Iora (without considering such stockholder’s current ownership of 1Life common stock). As a result, 1Life stockholders will have less voting power in 1Life than they currently have, and former Iora stockholders will have less voting power in 1Life than they now have with respect to Iora. Each of 1Life and Iora’s pre-merger stockholders respectively, as a group, will be able to exercise less influence over the management and policies of the combined company following the consummation of the merger than immediately prior to the consummation of the merger.

The shares of 1Life common stock to be received by Iora stockholders upon completion of the merger will have different rights from Iora common stock.

Upon completion of the merger, Iora stockholders will no longer be stockholders of Iora, but will instead become stockholders of 1Life, and their rights as 1Life stockholders will be governed by the terms of the 1Life charter and the 1Life bylaws. The terms of the 1Life charter and 1Life bylaws are in some respects materially different from the terms of the Iora charter and Iora bylaws, which currently govern the rights of Iora stockholders. See the section titled “Comparison of Rights of 1Life Stockholders and Iora Stockholders” beginning on page 166 of this proxy statement/prospectus/consent solicitation statement for a discussion of the different rights associated with shares of 1Life common stock and shares of Iora common stock.

The market price of shares of 1Life common stock may be affected by factors different from those that historically have affected shares of Iora capital stock and will continue to fluctuate after the merger.

Upon completion of the merger, holders of Iora capital stock will become holders of 1Life common stock. The business of One Medical differs from that of Iora in certain respects, and, accordingly, the financial position or results of operations and/or cash flows of One Medical after the merger, as well as the market price of shares of 1Life common stock, may be affected by factors different from those currently affecting the financial position or results of operations and/or cash flows of Iora. In addition, the stock market has experienced significant price and volume fluctuations in recent times which, if they continue to occur, could have a material adverse effect on the market for, or liquidity of, the 1Life common stock, regardless of One Medical’s actual operating performance. As a result, the market price of shares of 1Life common stock may fluctuate significantly following completion of the merger, and holders of Iora capital stock could lose some or all of the value of their investment in 1Life common stock.

Directors and executive officers of Iora have interests in the merger that may be different from, or in addition to, those of other Iora stockholders, which could have influenced their decisions to support or approve the merger.

In considering whether to approve the proposals by the Iora written consent, Iora stockholders should recognize that directors and executive officers of Iora have interests in the merger that may differ from, or that are in addition to, their interests as stockholders of Iora. The Iora Board was aware of these interests at the time it approved the merger agreement. These interests may cause Iora’s directors and executive officers to view the merger differently than you may view it as a stockholder. See the section titled “The Merger—Interests of Iora’s Directors and Executive Officers in the Merger” beginning on page 108 of this proxy statement/prospectus/consent solicitation statement.

The opinion obtained by the 1Life Board from its financial advisor does not and will not reflect changes in circumstances after the date of such opinions.

The 1Life Board received a written opinion dated June 6, 2021 from Morgan Stanley, its financial advisor, that the Aggregate Consideration (as defined below) to be paid by 1Life was fair, from a financial point of view, to 1Life, as of such date and based upon and subject to the assumption made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in such opinion. Changes in the operations or prospects of One Medical or Iora, general market and economic conditions and other factors that may be beyond the control of One Medical and Iora, and on which the

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above-described opinion was based, may alter the value of One Medical or Iora or the prices of shares of 1Life common stock or Iora capital stock by the time the merger is completed. 1Life has not obtained, and do not expect to request, an updated opinion from its financial advisor. The above-mentioned opinion does not speak to any date other than the date of the opinion. For a more complete description of the above-described opinion, see the section titled “The Merger—Opinion of Financial Advisor to 1Life, Morgan Stanley & Co. LLC”.

Due to the merger, the ability of 1Life to use Iora’s net operating losses to offset future taxable income may be restricted and these net operating losses could expire or otherwise be unavailable.

As of December 31, 2020, Iora had federal net operating loss carryforwards, which we refer to as NOLs, of approximately $293.0 million. In general, under Section 382 of the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-ownership change NOLs to offset future taxable income. As of December 31, 2020, Iora has not completed a Section 382 limitation study. If the merger is completed, Iora’s existing NOLs may be subject to limitations and 1Life may not be able to fully use NOLs generated prior to 2021 to offset future taxable income. In addition, if 1Life undergoes any subsequent ownership change, its ability to utilize NOLs would be limited.

If the merger does not qualify as a “reorganization” for U.S. federal income tax purposes, U.S. holders will be required to recognize gain or loss for U.S. federal income tax purposes at the time of the exchange of their Iora common stock (including Iora common stock deemed to be received immediately prior to the effective time on a conversion of Iora preferred stock) for the merger consideration in the merger.

The U.S. federal income tax consequences of the merger to U.S. holders (as defined under the section titled “Material U.S. Federal Income Tax Consequences”) will depend on whether the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes.

As set forth in more detail in the section titled “Material U.S. Federal Income Tax Consequences”, it is intended that, for U.S. federal income tax purposes, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Counsel to each of the parties has opined that the merger will qualify as a reorganization, subject to the representations, assumptions and exclusions in such tax opinions, and assuming that the statements and facts concerning the merger set forth in this proxy statement/prospectus/consent solicitation statement, in the merger agreement, and in certain tax representation letters provided to counsel by Iora, 1Life and Merger Sub, are accurate.

However, there can be no assurance, that the Internal Revenue Service, which we refer to as the IRS, will not take a contrary position to the views expressed herein and the opinions of counsel or that a court will not agree with a contrary position of the IRS. If the merger fails to qualify as a reorganization or if any requirement for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code is not satisfied, U.S. holders of Iora common stock would recognize gain or loss for U.S. federal income tax purposes on each share of Iora common stock surrendered in the merger in an amount equal to the difference between (1) the fair market value of the merger consideration received in exchange for such surrendered share upon completion of the merger and (2) the holder’s tax basis in the share of Iora common stock surrendered in the merger. Any gain or loss recognized would be long-term capital gain or loss if the U.S. holder’s holding period in a particular block of Iora common stock exceeds one year at the effective time of the merger. Under current law, long-term capital gain of non-corporate U.S. holders (including individuals) is taxed at reduced U.S. federal income tax rates. The deductibility of capital losses is subject to limitations. For a more complete discussion of the material U.S. federal income tax consequences of the merger, please carefully review the information set forth in the section titled “Material U.S. Federal Income Tax Consequences”.

While 1Life has assumed that a certain level of transaction and integration expenses would be incurred, there are a number of factors beyond its control that could affect the total amount or the timing of its integration expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. In addition, the combined company may need significant additional capital in the form of equity or debt financing to implement or expand its business plan and there can be no assurance that such capital will be available to the combined company on terms acceptable to it, or at all. If the combined company issues additional capital stock in the future in connection with financing activities, stockholders will experience dilution of their ownership interests and the per share value of the combined company’s common stock may decline. Due to these factors, the transaction and integration expenses could be greater or could be incurred over a longer period of time than 1Life currently expects.

Following the merger, One Medical and Iora may be unable to successfully integrate their businesses and realize the anticipated benefits of the merger.

The proposed transaction involves the merger of two companies which currently operate as independent companies. The combined company will be required to devote significant management attention and resources to integrating the business practices and operations of One Medical and Iora in order to effectively realize synergies as a combined company, including opportunities to maintain members as they become Medicare eligible, sign up incremental members, reduce combined costs, and reduce combined capital expenditures compared to both companies’ standalone plans. Potential difficulties the combined company may encounter in the integration process include the following:

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For all these reasons, you should be aware that it is possible that the integration process could result in the distraction of the combined company’s management, the disruption of the combined company’s ongoing business or inconsistencies in the combined company’s services, standards, controls, procedures and policies, any of which could adversely affect the ability of the combined company to maintain relationships with enterprise clients, patients, members, vendors, partners, employees or providers or to achieve the anticipated benefits of the merger, or could otherwise adversely affect the business and financial results of the combined company.

If the combined company is unable to compete effectively, the results of operations of the combined company will be materially and adversely affected.

The market for healthcare solutions and services is highly fragmented and intensely competitive. Competitors of One Medical and Iora include a range of companies and providers, including traditional healthcare providers and medical practices that offer similar services, often at lower prices, and that are continuing to develop additional products and becoming more sophisticated and effective. The competitiveness of One Medical or Iora, whether separately or as a combined company, is based on factors including technology, innovation, performance, price, quality, reliability, brand, reputation, distribution, range of services, ease of use of services, enterprise client relationships, service and support, and security. If the combined company is unable to compete based on such factors, the combined company’s results of operations and business prospects could be harmed.

The combined company will have a large and complex service offering, addressing multiple stakeholders in the U.S. healthcare system, and will need to allocate financial, personnel and other resources across such services while competing with companies that have smaller portfolios or specialize in one or more of the combined company’s service lines. For example, prior to the merger, One Medical has not previously contracted with or derived significant revenue from Medicare, Medicare Advantage or CMS. As a result, the combined company may invest less in certain business areas than competitors do, and competitors may have greater financial, technical and marketing resources available to them compared to the resources allocated to the combined company’s products and services that compete against their products and services. Industry consolidation may also affect competition by creating larger, more homogeneous and potentially stronger competitors in the markets in which the combined company operates.

The combined company may face aggressive price competition and may have to lower prices of services to stay competitive, while simultaneously seeking to maintain or improve revenue and grow its customer base. The combined company’s cash flows, results of operations and financial condition may be adversely affected by these and other industry-wide pricing pressures.

Other Risks

The historical and unaudited pro forma condensed combined financial information included elsewhere in this proxy statement/prospectus/consent solicitation statement may not be representative of One Medical’s results after the merger, and accordingly, you have limited financial information on which to evaluate the combined company.

One Medical and Iora will continue to operate as separate companies prior to the merger. One Medical and Iora have no prior history as a combined company. The historical financial statements of Iora may be different from those that would have resulted had Iora been operated as part of One Medical. The unaudited pro forma condensed combined financial information appearing elsewhere herein has been presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that actually would have occurred had the merger been completed as of the dates indicated, nor is it indicative of the future operating results or financial position of the combined company. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates, to allocate the aggregate consideration to Iora assets and liabilities. The aggregate consideration allocation reflected in the

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unaudited pro forma condensed combined financial information included in this proxy statement/prospectus/consent solicitation statement is preliminary, and the final allocation of the aggregate consideration will be based upon the actual aggregate consideration and the fair value of the assets and liabilities of Iora as of the date of the completion of the merger. The unaudited pro forma condensed combined financial information does not (i) reflect future events that may occur after the merger, including the incurrence of costs related to the planned integration of Iora, any future non-recurring charges resulting from the merger and any termination of contracts by enterprise clients, patients, members, vendors or partners as a direct result of the merger, and (ii) consider potential effects of future market conditions on revenues or expense efficiencies. The unaudited pro forma financial information presented in this proxy statement/prospectus/consent solicitation statement is based in part on certain assumptions regarding the merger that One Medical believes are reasonable under the circumstances. One Medical cannot assure you that the assumptions will prove to be accurate over time.

If One Medical’s goodwill or other intangible assets become impaired, it may be required to record a significant charge to earnings.

As of March 31, 2021, a portion of One Medical’s total consolidated assets reflected on the consolidated balance sheet incorporated by reference into this proxy statement/prospectus/consent solicitation statement consisted of goodwill and intangible assets. Consummation of the merger is expected to result in One Medical recognizing additional goodwill and intangible assets on its consolidated balance sheet. See the section titled “Accounting Treatment” beginning on page 120 of this proxy statement/prospectus/consent solicitation statement. Intangible assets with finite lives will be amortized using the method that best reflects how their economic benefits are utilized or, if a pattern of economic benefits cannot be reliably determined, on a straight-line basis over their estimated useful lives. Goodwill will not be amortized, but instead tested for potential impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If One Medical’s goodwill or other intangible assets are determined to be impaired in the future, it may be required to record additional significant, non-cash charges to earnings during the period in which the impairment is determined to have occurred.

The One Medical and Iora prospective financial information is inherently subject to uncertainties.

While presented with numeric specificity, the One Medical and Iora prospective financial information provided in this document was prepared based on numerous variables and assumptions (including, but not limited to, those related to industry performance and competition and general business, economic, market and financial conditions and additional matters specific to One Medical’s or Iora’s business, as applicable) that are inherently subjective and uncertain and are largely beyond the control of the respective management of each. As a result, actual results may differ from the prospective financial information. Important factors that may affect actual results and cause these projected financial forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to One Medical’s or Iora’s business, as applicable (including each company’s ability to achieve strategic goals, objectives and targets over applicable periods) and general industry, business, competitive, technological and economic conditions. For more information, see the section titled “The Merger—Unaudited Financial Information” beginning on page 92.

One Medical and Iora may be targets of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the merger from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims could result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on One Medical’s and Iora’s respective liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the merger, then that injunction may delay or prevent the merger from being completed, which may adversely affect One Medical’s and Iora’s respective business, financial position and results of operations.

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Risks Related to Iora

Iora has a history of significant losses and may not be profitable in future periods. If Iora remains a standalone business, it may need to raise additional capital required to grow its business and may not be able to raise capital on terms acceptable to it, or at all.

Iora’s revenue growth in recent periods should not be considered indicative of its future performance. Growing and operating Iora’s business will require significant cash outlays, capital expenditures and commitments to respond to business challenges and enhance Iora’s business’s operating infrastructure. Iora expects that its expenses will increase in future periods as it seeks to grow its business, and if its revenues do not sufficiently increase to offset these expected increases in operating expenses, Iora will continue to incur losses and will not become profitable. Iora has in the past and could in the future be required to seek additional capital, potentially through debt or equity financing, to fund its growth. Iora may not be able to raise needed cash on terms acceptable to it, or at all. Financing may be on terms that are dilutive or potentially dilutive to Iora’s stockholders, and the prices at which new investors would be willing to purchase its securities may be lower than the current per share value of Iora’s securities. The holders of new securities may also have rights, preferences or privileges which are senior to those of existing holders of Iora securities. Any failure to achieve profitability or raise necessary capital may materially and adversely affect Iora’s business, results of operations and financial condition. Additional information regarding Iora’s financial condition and risks associated therewith is further described in the financial pages to this proxy statement/prospectus/consent solicitation statement in the section titled “Iora Health, Inc. Consolidated Financial Statements” beginning on page F-1.

Iora is reliant upon health insurance plans in order to be reimbursed appropriately for the services it provides.

Iora, like most physician management groups, is reliant upon contracts with health insurance plans in order to receive reimbursement for its services. In particular, Iora relies on value-based contracts from health insurance plans. Those health insurance plans may become less open to signing contracts with Iora in the future or may use their market position to negotiate favorable contracts or place Iora at a competitive disadvantage. Iora’s business may be adversely affected by legislative initiatives aimed at or having the effect of reducing healthcare costs associated with Medicare and other changes in reimbursement policies.

Iora has relied and expects to continue to rely on contracts with a limited number of health insurance plans for a substantial portion of its revenues, and the loss of any of these health insurance plans would significantly harm Iora’s business, results of operations and financial condition.

Iora’s operations and revenues are dependent on a concentrated number of relationships and contracts with a small number of health insurance plans. A majority of Iora’s patients are covered by contracts with Iora’s largest health insurance plan partner, and the relationship with that health insurance plan is important to Iora’s business. Health insurance plans may terminate their contracts with Iora upon the occurrence of certain events. Iora expects that it will continue to depend upon a limited number of health insurance plans for its revenues for the foreseeable future. As a result, if Iora fails to successfully contract its services to one or more anticipated health insurance plans in any particular period or an anticipated health insurance plan contracts for fewer of Iora’s services or terminates its relationship with Iora, Iora’s business, results of operations and financial condition would be harmed.

Under most of Iora’s agreements with health insurance plans, Iora assumes some or all of the risk that the cost of providing services will exceed Iora’s compensation.

A majority of Iora’s total revenue for the years ended December 31, 2019 and, 2020, is capitated revenue, which, in the case of health insurance plans, is a pre-negotiated percentage of the premium that the health plan receives from CMS. While there are variations specific to each agreement, Iora generally contracts with health insurance plans to receive recurring per member per month revenue and assume the financial

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responsibility for the healthcare expenses of Iora’s patients. This type of contract is referred to as a “capitation” contract. To the extent that patients require more care than is anticipated and/or the cost of care increases, aggregate fixed compensation amounts, or capitation payments, may be insufficient to cover the costs associated with treatment. If medical costs and expenses exceed estimates, except in very limited circumstances, Iora will not be able to increase the fee received under these capitation agreements during their then-current terms and Iora could suffer losses with respect to such agreements. A significant decrease in the number of capitation arrangements could adversely affect Iora’s revenues and results of operation. In addition, while Iora maintains stop-loss insurance that helps protect Iora for medical claims per patient in excess of certain levels, future claims could exceed Iora’s applicable insurance coverage limits or potential increases in insurance premiums may require Iora to decrease its level of coverage.

Changes in Iora’s anticipated ratio of medical expense to revenue can significantly impact its financial results. Accordingly, the failure to adequately predict and control medical costs and expenses and to make reasonable estimates and maintain adequate accruals for incurred but not reported claims could have a material adverse effect on Iora’s business, results of operations, financial condition and cash flows. Additionally, the Medicare expenses of Iora’s patients may be outside of Iora’s control in the event that patients take certain actions that increase such expenses, such as unnecessary hospital visits.

Historically, Iora’s medical costs and expenses as a percentage of revenue have fluctuated. Factors that may cause medical expenses to exceed estimates include:

A significant portion of Iora’s revenues are based on Medicare’s risk adjustment payment system and are subject to review and audit, which could result in material adverse impacts to Iora’s adjustments to its results of operations.

CMS has implemented a risk adjustment payment system for Medicare health plans to improve the accuracy of payments and establish appropriate compensation for Medicare plans that enroll and treat less healthy Medicare beneficiaries. CMS’s risk adjustment model bases a portion of the total CMS reimbursement payments on various clinical and demographic factors, including hospital inpatient diagnoses, diagnosis data from hospital outpatient facilities and physician visits, gender, age and Medicaid eligibility. CMS requires that all managed care companies capture, collect and report the necessary diagnosis code information to CMS, which information is subject to review and audit for accuracy by CMS. This risk adjustment payment system has an indirect impact on the payments Iora receives from its contracted Medicare Advantage payers. Although Iora, and the payers with which it contracts, have auditing and monitoring processes in place to collect and provide accurate risk adjustment data to CMS for these purposes, that program may not be sufficient to ensure accuracy.

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If the risk adjustment data submitted by Iora or its payers incorrectly overstates the health risk of Iora’s patients, it might be required to return to the payer or CMS, overpayments and/or be subject to penalties or sanctions, or if the data incorrectly understates the health risk of Iora’s members, Iora might be underpaid for the care that it must provide to its patients, any of which could harm Iora’s reputation and have a negative impact on its results of operations and financial condition. CMS may also change the way that they measure risk, and the impact of any such changes could harm Iora’s business.

As a result of the COVID-19 pandemic, risk adjustment scores may also fall as a result of reduced data collection, decreased patient visits or delayed medical care and limitations on payments for certain telehealth services. As a result of the variability of factors affecting Iora’s patients’ risk scores, the actual payments Iora receives from its payers, after all adjustments, could be materially more or less than Iora’s estimates. Consequently, Iora’s estimate of its patients’ aggregate member risk scores for any period may result in favorable or unfavorable adjustments to its Medicare premium revenues, which may harm Iora’s results of operations.

There are significant risks associated with estimating the amount of revenues that Iora recognizes under its risk agreements with health insurance plans, and if its estimates of revenues are materially inaccurate, it could negatively impact the timing and the amount of Iora’s revenue recognition or have a material adverse effect on its business, results of operations, financial condition and cash flows.

There are significant risks associated with estimating the amount of revenues that Iora recognizes under its risk agreements with health insurance plans in a reporting period. The billing and collection process is complex due to ongoing insurance coverage changes, geographic coverage differences, differing interpretations of contract coverage and other payor issues, such as ensuring appropriate documentation. Determining applicable primary and secondary coverage for Iora’s patients, together with the changes in patient coverage that occur each month, requires complex, resource-intensive processes. Errors in determining the correct coordination of benefits may result in refunds to payors. Revenues associated with Medicare programs are also subject to estimating risk related to the amounts not paid by the primary government payor that will ultimately be collectible from other government programs paying secondary coverage, the patient’s commercial health insurance plan secondary coverage or the patient. Collections, refunds and payor retractions typically continue to occur for up to three years and longer after services are provided. If Iora’s estimates of revenues are inaccurate, it could negatively impact the timing and the amount of Iora’s revenue recognition and have a material adverse impact on Iora’s business, results of operations, financial condition and cash flows.

Reductions in Medicare reimbursement rates or changes in the rules governing the Medicare program could have a material adverse effect on Iora’s financial condition and results of operations.

Iora receives the majority of its revenues from Medicare, either through Medicare Advantage plans or directly, including through the Center for Medicare and Medicaid Innovation’s, which we refer to as CMMI’s, Global and Professional Direct Contracting Model, which we refer to as GPDC Model. In addition, many commercial payors base their reimbursement rates on the published Medicare rates or are themselves reimbursed by Medicare for the services Iora provides. As a result, Iora’s results of operations are, in part, dependent on the continuation of Medicare programs, including GPDC Model and Medicare Advantage, as well as the levels of government funding provided therewith. Any changes that limit or reduce GPDC, Medicare Advantage, or general Medicare reimbursement levels, such as reductions in or limitations of reimbursement amounts or rates under programs, reductions in funding of programs, expansion of benefits without adequate funding, elimination of coverage for certain benefits, or elimination of coverage for certain individuals or treatments under programs, could have a material adverse effect on Iora’s business, results of operations, financial condition and cash flows.

The Medicare program and its reimbursement rates and rules are subject to frequent change. These include statutory and regulatory changes, rate adjustments (including retroactive adjustments), administrative or executive orders and government funding restrictions, all of which may materially adversely affect the rates at which Medicare reimburses Iora for Iora’s services. Budget pressures often lead the federal government to reduce

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or place limits on reimbursement rates under Medicare. Implementation of these and other types of measures has in the past and could in the future result in substantial reductions in Iora’s revenues and operating margins. The final impact of the Medicare Advantage rates can vary from any estimate Iora may have and may be further impacted by the relative growth of Iora’s Medicare Advantage patient volumes across markets as well as by the benefit plan designs submitted. It is possible that Iora may underestimate the impact of the Medicare Advantage rates on its business, which could have a material adverse effect on its business, results of operations, financial condition and cash flows. In addition, Iora’s Medicare Advantage revenues may continue to be volatile in the future which could have a material adverse impact on Iora’s business, results of operations, financial condition and cash flows.

In addition, CMS often changes the rules governing the Medicare program, including those governing reimbursement. Changes that could adversely affect Iora’s business include:

Recent legislative, judicial and executive efforts to enact further healthcare reform legislation have caused many core aspects of the current U.S. health care system to be unclear. While specific changes and their timing are not yet apparent, enacted reforms and future legislative, regulatory, judicial, or executive changes, particularly any changes to the Medicare Advantage program, could have a material adverse effect on Iora’s business, results of operations, financial condition and cash flows.

There is additional uncertainty around the long-term future of CMMI’s GPDC Model in which Iora presently participates. The GPDC Model has been developed by CMMI as a means to test various financial risk-sharing arrangements in the Medicare program over a nearly six-year period, from April 1, 2021 through December 31, 2026. At the end of that nearly six-year period, CMMI may discontinue the GPDC Model, which may have a material adverse effect on Iora’s business.

The novel coronavirus disease 2019 (COVID-19) or other pandemic, epidemic, or outbreak of an infectious disease may have an adverse effect on Iora’s business, results of operations, financial condition and cash flows, the nature and extent of which are highly uncertain and unpredictable.

The severity, magnitude and duration of the current COVID-19 pandemic is uncertain. As of the date of this proxy statement/prospectus/consent solicitation statement, the extent to which the COVID-19 pandemic may impact Iora’s business, results of operations and financial condition remains uncertain. Furthermore, because of Iora’s business model, the full impact of the COVID-19 pandemic may not be fully reflected in Iora’s results of operations and overall financial condition until future periods.

Numerous state and local jurisdictions, including all markets where Iora operates, have imposed, and others in the future may impose, “shelter-in-place” orders, quarantines, executive orders and similar government orders and restrictions for their residents to control the spread of COVID-19. Such orders or restrictions have resulted in periods of remote operations at Iora’s headquarters and practices, work stoppages among some vendors and suppliers, slowdowns and delays, travel restrictions and cancellation of events and have restricted the ability of Iora’s front-line outreach teams to host and attend community events, among other effects, thereby negatively impacting Iora’s operations. Other disruptions or potential disruptions include restrictions on the ability of Iora’s personnel to travel; inability of Iora’s suppliers to manufacture goods and to deliver these to Iora

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on a timely basis, or at all; inventory shortages or obsolescence; delays in actions of regulatory bodies; diversion of or limitations on employee resources that would otherwise be focused on the operations of Iora’s business, including because of sickness of employees or their families or the desire of employees to avoid contact with groups of people; business adjustments or disruptions of certain third parties; and additional government requirements or other incremental mitigation efforts. While the majority of such jurisdictions have generally lifted such orders and restrictions, the extent to which the COVID-19 pandemic impacts Iora’s business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity and spread of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. In addition, the COVID-19 virus disproportionately impacts older adults, especially those with chronic illnesses, which describes many of Iora’s patients.

It is not currently possible to reliably project the direct impact of COVID-19 on Iora’s operating revenues and expenses. Key factors include the duration and extent of the outbreak or variants in areas in which Iora operates as well as societal and governmental responses. For instance, Iora experienced a year over year decrease in utilization of services related to in-person visits during March through December of 2020 and utilization may be impacted by future changes in COVID-19 infection rates. This could have the effect of deferring healthcare costs that Iora will need to incur in later periods and may also affect the health of patients who defer treatment, which may cause Iora’s costs to increase in the future. Further, as a result of the COVID-19 pandemic, Iora may experience slowed growth or a decline in new member demand. Iora also may experience increased internal and third-party medical costs as Iora provides care for patients suffering from COVID-19. This increase in costs may be particularly significant given the significant number of Iora’s patients who are under capitation agreements. Iora may also incur liabilities related to Iora’s operations during the COVID-19 pandemic.

In response to the COVID-19 pandemic, Iora made operational changes to the staffing and operations of Iora’s practices to minimize potential exposure to COVID-19. If the COVID-19 pandemic worsens, especially in regions where Iora has offices or practices, its business activities originating from affected areas could be adversely affected. Disruptive activities could include business closures in impacted areas, further restrictions on Iora’s employees’ and service providers’ ability to travel, impacts to productivity if Iora’s employees or their family members experience health issues, and potential delays in hiring and onboarding of new employees. Iora is unable to predict the effect that an increased focus on providing COVID-19 vaccines to Iora’s patients may have on Iora’s operations or financial results. Iora may take further actions that alter Iora’s business operations as may be required by local, state, or federal authorities or that Iora determines are in the best interests of Iora’s employees. Such measures could negatively affect Iora’s sales and marketing efforts, employee productivity or patient retention, any of which could harm Iora’s financial condition and business operations.

Due to the COVID-19 pandemic, Iora may not be able to document the health conditions of Iora’s patients as completely as Iora has in the past. Medicare pays capitation using a “risk adjustment model,” which compensates providers based on the health status (acuity) of each individual patient. Payers with higher acuity patients receive more, and those with lower acuity patients receive less. Medicare requires that a patient’s health issues be documented annually regardless of the permanence of the underlying causes. Historically, this documentation was required to be completed during an in-person visit with a patient. As part of the Coronavirus Aid, Relief and Economic Security Act, Medicare is allowing documentation for conditions identified during video visits with patients. However, given the disruption caused by COVID-19, it is unclear whether Iora was able to document the health conditions of Iora’s patients as comprehensively as Iora did before the COVID-19 pandemic, which may adversely impact Iora’s revenue in future periods.

The COVID-19 pandemic could also cause Iora’s third-party data center hosting facilities and cloud computing platform providers, which are critical to Iora’s infrastructure, to shut down their business, experience security incidents that impact Iora’s business, delay or disrupt performance or delivery of services, or experience interference with the supply chain of hardware required by their systems and services, any of which could materially and adversely affect Iora’s business. Further, the COVID-19 pandemic has resulted in Iora’s

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employees and those of many of its vendors working from home and conducting work via the internet, and if the network and infrastructure of internet providers becomes overburdened by increased usage or is otherwise unreliable or unavailable, Iora’s employees’, and Iora’s vendors’ employees’, access to the internet to conduct business could be negatively impacted. Limitations on access or disruptions to services or goods provided by or to some of Iora’s suppliers and vendors upon which Iora’s platform and business operations relies, could interrupt Iora’s ability to provide its platform, decrease the productivity of Iora’s workforce, and significantly harm Iora’s business operations, financial condition, and results of operations.

Iora’s platform and the other systems or networks used in Iora’s business may experience an increase in attempted cyber-attacks, targeted intrusion, ransomware, and phishing campaigns seeking to take advantage of shifts to employees working remotely using their household or personal internet networks and to leverage fears promulgated by the COVID-19 pandemic. The success of any of these unauthorized attempts could substantially impact Iora’s platform, the proprietary and other confidential data contained therein or otherwise stored or processed in Iora’s operations, and ultimately its business. Any actual or perceived security incident also may cause Iora to incur increased expenses to improve its security controls and to remediate security vulnerabilities.

The extent and continued impact of the COVID-19 pandemic on Iora’s business and future results will depend on certain developments, including: the duration and spread of the outbreak and any variants; future government responses to the pandemic; the impact on Iora’s patients; the availability and efficacy of available vaccines, including against variants; the impact on industry, or employee events; and the effect on Iora’s partners and supply chains, all of which are uncertain and cannot be predicted. Because of Iora’s business model, the full impact of the COVID-19 pandemic may not be fully reflected in Iora’s results of operations and overall financial condition until future periods.

To the extent the COVID-19 pandemic adversely affects Iora’s business and financial results, it may also have the effect of heightening many of the other risks described in this “—Risk Related to Iora” section, including, but not limited to, those relating to cyber-attacks and security vulnerabilities, interruptions or delays due to third parties or Iora’s ability to raise additional capital or generate sufficient cash flows necessary to fulfill Iora’s obligations under Iora’s existing indebtedness or to expand Iora’s operations.

Iora primarily depends on reimbursements by third-party payers, as well as payments by individuals, which could lead to delays and uncertainties in the reimbursement process.

The reimbursement process is complex and can involve lengthy delays. Although Iora recognizes revenue when Iora provides services to its patients, Iora may from time to time experience delays in receiving the associated capitation payments or, for Iora’s patients on fee-for-service arrangements, the reimbursement for the service provided. In addition, third-party payers may disallow, in whole or in part, requests for reimbursement based on determinations that the member is not eligible for coverage, certain amounts are not reimbursable under plan coverage or were for services provided that were not medically necessary or additional supporting documentation is necessary. Retroactive adjustments may change amounts realized from third-party payers. As described below, Iora is subject to claims reviews and/or audits by such payers, including governmental audits of Iora’s Medicare claims, and may be required to repay these payers if a finding is made that Iora was incorrectly reimbursed. Delays and uncertainties in the reimbursement process may adversely affect accounts receivable, increase the overall costs of collection and cause Iora to incur additional borrowing costs. Third-party payers are also increasingly focused on controlling healthcare costs, and such efforts, including any revisions to reimbursement policies, may further complicate and delay Iora’s reimbursement claims.

Iora’s revenues and operations are dependent upon a limited number of key existing payers and Iora’s continued relationship with those payers, and disruptions in those relationships (including renegotiation, non-renewal or termination of capitation agreements) or the inability of such payers to maintain their contracts with CMS could adversely affect Iora’s business.

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Iora’s operations are dependent on a concentrated number of payers with whom Iora contracts to provide services to patients. Contracts with one of such payers accounted for 97% of total revenues for the years ended December 31, 2019 and 2020. Certain of these payers also compensate Iora for clinical start-up costs, administration and ongoing coordination of care activities. The loss of revenue from these contracts could have a material adverse effect on Iora’s business, results of operations, financial condition and cash flows. Iora believes that a majority of its revenues will continue to be derived from a limited number of key payers, who may terminate their contracts with Iora for convenience on short-term notice, or upon the occurrence of certain events. The loss of any of Iora’s payer partners or the renegotiation of any of Iora’s payer contracts could adversely affect Iora’s operating results. In the ordinary course of business Iora engages in active discussions and renegotiations with payers in respect of the services Iora provides and the terms of Iora’s payer agreements. As the payers’ businesses respond to market dynamics and financial pressures, and as payers make strategic business decisions in respect of the lines of business they pursue and programs in which they participate, certain of Iora’s payers may seek to renegotiate or terminate their agreements with Iora. These discussions could result in reductions to the fees and changes to the scope of services contemplated by Iora’s original payer contracts and consequently could negatively impact Iora’s revenues, business and prospects.

Because Iora relies on a limited number of payers for a significant portion of Iora’s revenues, Iora depends on the creditworthiness of these payers. Iora’s payers are subject to a number of risks, including reductions in payment rates from governmental programs, higher than expected health care costs and lack of predictability of financial results when entering new lines of business, particularly with high-risk populations. If the financial condition of Iora’s payer partners declines, Iora’s credit risk could increase. Should one or more of Iora’s significant payer partners declare bankruptcy, be declared insolvent or otherwise be restricted by state or federal laws or regulation from continuing in some or all of their operations, this could adversely affect Iora’s ongoing revenues, the collectability of Iora’s accounts receivable, its bad debt reserves and its net income. If a plan with which Iora contracts loses its Medicare contracts with CMS, receives reduced or insufficient government reimbursement under the Medicare program, decides to discontinue its Medicare Advantage and/or commercial plans, decides to contract with another company to provide capitated care services to its patients, or decides to directly provide care, Iora’s contract with that plan could be at risk and Iora could lose revenue.

Negative publicity regarding the managed healthcare industry generally could adversely affect Iora’s results of operations or business.

Negative publicity regarding the managed healthcare industry generally, or the Medicare Advantage program in particular, may result in increased regulation and legislative review of industry practices that further increase its costs of doing business and adversely affect Iora’s results of operations or business by:

If Iora fails to manage its growth effectively, Iora may be unable to execute its business plan, maintain high levels of service and member satisfaction or adequately address competitive challenges.

Iora has experienced, and may continue to experience, rapid growth and organizational change, which has placed, and may continue to place, significant demands on Iora’s management and its operational and financial resources. Additionally, Iora’s organizational structure may become more complex as Iora improves its

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operational, financial and management controls, as well as Iora’s reporting systems and procedures. Iora may require significant capital expenditures and the allocation of valuable management resources to grow and change in these areas. Iora must effectively increase Iora’s headcount and continue to effectively train and manage Iora’s employees. Iora will be unable to manage Iora’s business effectively if it is unable to alleviate the strain on resources caused by growth in a timely and successful manner. If Iora fails to effectively manage Iora’s anticipated growth and change, the quality of its services may suffer, which could negatively affect Iora’s brand and reputation and harm its ability to attract and retain patients and employees.

In addition, as Iora expands its business, it is important that Iora continues to maintain a high level of member service and satisfaction. As Iora’s member base continues to grow, Iora will need to expand its medical, member services and other personnel and Iora’s network of partners to provide personalized member service. If Iora is not able to continue to provide high quality medical care with high levels of member satisfaction, Iora’s reputation, as well as Iora’s business, results of operations and financial condition could be adversely affected.

Iora has encountered and will continue to encounter risks and difficulties frequently experienced by growing companies in rapidly changing industries, including increasing expenses as Iora continues to grow its business. Iora expects its operating expenses to increase significantly over the next several years as Iora continues to hire additional personnel, expand Iora’s operations and infrastructure, and continue to expand to reach more patients. These investments may be more costly than Iora expects, and if Iora does not achieve the benefits anticipated from these investments, or if the realization of these benefits is delayed, they may not result in increased revenue or growth in Iora’s business. If Iora’s growth rate were to decline significantly or become negative, it could adversely affect Iora’s financial condition and results of operations. If Iora is not able to achieve or maintain positive cash flow in the long term, Iora may require additional financing, which may not be available on favorable terms or at all and/or which could be dilutive to Iora’s stockholders. If Iora is unable to successfully address these risks and challenges as Iora encounters them, Iora’s business, results of operations and financial condition would be adversely affected. Iora’s failure to achieve or maintain profitability could negatively impact the value of Iora’s securities.

Iora must attract and retain highly qualified personnel in order to execute its growth plan.

Competition for highly qualified personnel is intense, especially for physicians and other medical professionals who are experienced in providing care services to older adults. Iora has, from time to time, experienced, and Iora expects to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies and healthcare providers with which Iora competes for experienced personnel have greater resources than Iora has. If Iora hires employees from competitors or other companies or healthcare providers, their former employers may attempt to assert that these employees or Iora has breached certain legal obligations, resulting in a diversion of Iora’s time and resources. If Iora fails to attract new personnel or fails to retain and motivate Iora’s current personnel, Iora’s business and future growth prospects could be harmed.

Iora’s business depends on Iora’s ability to effectively invest in, implement improvements to and properly maintain the uninterrupted operation and data integrity of Iora’s information technology and other business systems.

Iora’s business is highly dependent on maintaining effective information systems as well as the integrity and timeliness of the data Iora uses to serve its patients, support its care teams and operate its business. Because of the large amount of data that Iora collects and manages, it is possible that hardware failures or errors in Iora’s systems could result in data loss or corruption or cause the information that Iora collects to be incomplete or contain inaccuracies that Iora’s partners regard as significant. If Iora’s data were found to be inaccurate or unreliable due to fraud or other error, or if Iora, or any of the third-party service providers Iora engages, were to fail to maintain information systems and data integrity effectively, Iora could experience operational disruptions that may impact Iora’s patients and care teams and hinder Iora’s ability to provide

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services, establish appropriate pricing for services, retain and attract patients, manage Iora’s member risk profiles, establish reserves, report financial results timely and accurately and maintain regulatory compliance, among other things.

Iora’s information technology strategy and execution are critical to its continued success. Iora must continue to invest in long-term solutions that will enable it to anticipate patient needs and expectations, enhance the patient experience, act as a differentiator in the market and protect against cybersecurity risks and threats. Iora’s success is dependent, in large part, on maintaining the effectiveness of existing technology systems and continuing to deliver and enhance technology systems that support Iora’s business processes in a cost-efficient and resource-efficient manner. Increasing regulatory and legislative changes will place additional demands on Iora’s information technology infrastructure that could have a direct impact on resources available for other projects tied to Iora’s strategic initiatives. In addition, recent trends toward greater patient engagement in health care require new and enhanced technologies, including more sophisticated applications for mobile devices. Connectivity among technologies is becoming increasingly important. Iora must also develop new systems to meet current market standards and keep pace with continuing changes in information processing technology, evolving industry and regulatory standards and patient needs. Failure to do so may present compliance challenges and impede Iora’s ability to deliver services in a competitive manner. Further, because system development projects are long-term in nature, they may be more costly than expected to complete and may not deliver the expected benefits upon completion. Iora’s failure to effectively invest in, implement improvements to and properly maintain the uninterrupted operation and data integrity of Iora’s information technology and other business systems could adversely affect Iora’s results of operations, financial position and cash flow.

Data security breaches, loss of data and other disruptions could compromise sensitive information related to Iora’s business or its patients or prevent Iora from accessing critical information and expose Iora to liability, which could adversely affect Iora’s business and Iora’s reputation.

In the ordinary course of Iora’s business, Iora collects, stores, uses and discloses sensitive data, including protected health information, which we refer to as PHI, and other types of personal data or personally identifiable information, which we refer to as PII, relating to Iora’s employees, patients and others. Iora also processes and stores, and uses third-party service providers to process and store, sensitive information, including intellectual property, confidential information and other proprietary business information. Iora manages and maintains such sensitive data and information utilizing a combination of on-site systems, managed data center systems and cloud-based computing center systems.

Iora is highly dependent on information technology networks and systems, including the internet, to securely process, transmit and store this sensitive data and information. Security breaches of this infrastructure, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches, and employee or contractor error, negligence or malfeasance, can create system disruptions, shutdowns or unauthorized disclosure or modifications of such sensitive data or information, causing PHI or other PII to be accessed or acquired without authorization or to become publicly available. Iora utilizes third-party service providers for important aspects of the collection, storage, processing and transmission of employee, user and member information, and other confidential and sensitive information, and therefore relies on third parties to manage functions that have material cybersecurity risks. Because of the sensitivity of the PHI, other PII and other sensitive information, Iora and its service providers collect, store, transmit, and otherwise process, the security of Iora’s technology platform and other aspects of Iora’s services, including those provided or facilitated by Iora’s third-party service providers, are important to Iora’s operations and business strategy. Iora takes certain administrative, physical and technological safeguards to address these risks, such as by requiring contractors and other third-party service providers who handle this PHI, other PII and other sensitive information for Iora to enter into agreements that contractually obligate them to use reasonable efforts to safeguard such PHI, other PII, and other sensitive information. Measures taken to protect Iora’s systems, those of Iora’s contractors or third-party service providers, or the PHI, other PII, or other sensitive information Iora or contractors or third-party service providers process or maintain, may not adequately protect Iora from the risks associated with the collection,

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storage, processing and transmission of such sensitive data and information. Iora may be required to expend significant capital and other resources to protect against security breaches or to alleviate problems caused by security breaches. Despite Iora’s implementation of security measures, cyber-attacks are becoming more sophisticated and frequent. As a result, Iora or its third-party service providers may be unable to anticipate these techniques or to implement adequate protective measures.

A security breach or privacy violation that leads to disclosure or unauthorized use or modification of, or that prevents access to or otherwise impacts the confidentiality, security, or integrity of, member information, including PHI or other PII, or other sensitive information Iora or Iora’s contractors or third-party service providers maintain or otherwise process, could harm Iora’s reputation, compel Iora to comply with breach notification laws, cause Iora to incur significant costs for remediation, fines, penalties, notification to individuals and for measures intended to repair or replace systems or technology and to prevent future occurrences, potential increases in insurance premiums, and require Iora to verify the accuracy of database contents, resulting in increased costs or loss of revenue.

If Iora is unable to prevent or mitigate such security breaches or privacy violations or implement satisfactory remedial measures, or if it is perceived that Iora has been unable to do so, Iora’s operations could be disrupted, Iora may be unable to provide access to Iora’s systems, and Iora could suffer a loss of patients, and Iora may as a result suffer loss of reputation, adverse impacts on member and investor confidence, financial loss, governmental investigations or other actions, regulatory or contractual penalties, and other claims and liability. In addition, security breaches and other inappropriate access to, or acquisition or processing of, information can be difficult to detect, and any delay in identifying such incidents or in providing any notification of such incidents may lead to increased harm.

Any such breach or interruption of Iora’s systems or those of any of Iora’s third-party service providers could compromise Iora’s networks or data security processes and sensitive information could be made inaccessible or could be accessed by unauthorized parties, publicly disclosed, lost or stolen. Any such interruption in access, improper access, disclosure or other loss of information could result in legal claims, proceedings or liability under laws and regulations that protect the privacy of member information or other personal information, such as the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, which we refer to as HIPAA, and their implementing regulations and regulatory penalties. Unauthorized access, loss or dissemination could also disrupt Iora’s operations, including Iora’s ability to perform its services, access member health information, collect, process, and prepare company financial information, provide information about Iora’s current and future services and engage in other patient and clinician education and outreach efforts. Any such breach could also result in the compromise of Iora’s trade secrets and other proprietary information, which could adversely affect Iora’s business and competitive position. While Iora maintains insurance covering certain security and privacy damages and claim expenses, Iora may not carry insurance or maintain coverage sufficient to compensate for all liability and in any event, insurance coverage would not address the reputational damage that could result from a security incident.

If Iora is unable to obtain, maintain and enforce intellectual property protection for Iora’s content or if the scope of Iora’s intellectual property protection is not sufficiently broad, Iora’s business may be adversely affected.

Iora’s business depends on certain internally developed content, including software, databases, confidential information and know-how, the protection of which is crucial to the success of Iora’s business. Iora relies on a combination of trademark, trade-secret, and copyright laws and confidentiality procedures and contractual provisions to protect Iora’s intellectual property rights in Iora’s internally developed content. Iora may, over time, increase its investment in protecting Iora’s intellectual property through additional trademark, patent and other intellectual property filings that could be expensive and time-consuming. Effective trademark, trade-secret and copyright protection is expensive to develop and maintain, both in terms of initial and ongoing

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registration requirements and the costs of defending Iora’s rights. These measures, however, may not be sufficient to offer Iora meaningful protection. If Iora is unable to protect Iora’s intellectual property and other rights, particularly with respect to Chirp, the electronic health records system Iora created and maintains, Iora’s competitive position and Iora’s business could be harmed, as third parties may be able to commercialize and use technologies and software products that are substantially the same as ours without incurring the development and licensing costs that Iora has incurred. Any of Iora’s owned or licensed intellectual property rights could be challenged, invalidated, circumvented, infringed or misappropriated, Iora’s trade secrets and other confidential information could be disclosed in an unauthorized manner to third parties, or Iora’s intellectual property rights may not be sufficient to permit Iora to take advantage of current market trends or otherwise to provide Iora with competitive advantages, which could result in costly redesign efforts, discontinuance of certain offerings or other competitive harm.

Monitoring unauthorized use of Iora’s intellectual property is difficult and costly. From time to time, Iora seeks to analyze its competitors’ services, and may in the future seek to enforce Iora’s rights against potential infringement. However, the steps Iora has taken to protect its intellectual property rights may not be adequate to prevent infringement or misappropriation of Iora’s intellectual property. Iora may not be able to detect unauthorized use of, or take appropriate steps to enforce, Iora’s intellectual property rights. Any inability to meaningfully protect Iora’s intellectual property rights could result in harm to Iora’s ability to compete and reduce demand for Iora’s services. Moreover, Iora’s failure to develop and properly manage new intellectual property could adversely affect Iora’s market positions and business opportunities. Also, some of Iora’s services rely on technologies and software developed by or licensed from third parties, and Iora may not be able to maintain its relationships with such third parties or enter into similar relationships in the future on reasonable terms or at all.

Uncertainty may result from changes to intellectual property legislation and from interpretations of intellectual property laws by applicable courts and agencies. Accordingly, despite Iora’s efforts, it may be unable to obtain and maintain the intellectual property rights necessary to provide Iora with a competitive advantage. Iora’s failure to obtain, maintain and enforce Iora’s intellectual property rights could therefore have a material adverse effect on Iora’s business, financial condition and results of operations.

Iora is subject to government regulation.

Iora’s primary business is regulated by federal and state governments. The laws and regulations promulgated by these governments, along with the terms of Iora’s contracts, regulate how it does business, what services Iora offers, and how Iora interacts with Iora’s patients, other providers and the public. Compliance with these evolving regulations and requires significant management time and attention including with regard to privacy and data security regulations and related controls and procedures. It is possible that future legislation or regulations promulgated at the federal or state level could adversely affect Iora’s business or could change the operating environment of the facilities in which Iora’s affiliated physicians provide services. Regulatory changes that decrease Iora’s reimbursement rates or increase Iora’s operating costs could reduce Iora’s revenues and profitability and otherwise adversely affect Iora’s operating results.

Iora faces inspections, reviews, audits and investigations under federal and state government programs and contracts. These audits could have adverse findings that may negatively affect Iora’s business, including Iora’s results of operations, liquidity, financial condition and reputation.

As a result of Iora’s participation in the Medicare program, Iora is subject to various governmental inspections, reviews, audits and investigations to verify Iora’s compliance with the program and applicable laws and regulations. Payers may also reserve the right to conduct audits. Iora also periodically conducts internal audits and reviews of Iora’s regulatory compliance. An adverse inspection, review, audit or investigation could result in:

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Iora will likely in the future be required to refund amounts it has been paid and/or pay fines and penalties as a result of these inspections, reviews, audits and investigations. If adverse inspections, reviews, audits or investigations occur and any of the results noted above occur, it could have a material adverse effect on Iora’s business and operating results. Furthermore, the legal, document production and other costs associated with complying with these inspections, reviews, audits or investigations could be significant.

Iora may be subject to legal proceedings and litigation, including intellectual property, privacy and medical malpractice disputes, which are costly to defend and could materially harm Iora’s business and results of operations.

Iora has been and may in the future be party to lawsuits and legal proceedings in the normal course of business. These matters are often expensive and disruptive to normal business operations. Iora may face allegations, lawsuits and regulatory inquiries, audits and investigations regarding data privacy, security, labor and employment, consumer protection and intellectual property infringement, including claims related to privacy, patents, publicity, trademarks, copyrights and other rights. Iora may also face allegations or litigation related to Iora’s acquisitions, securities issuances or business practices, including public disclosures about Iora’s business. Litigation and regulatory proceedings may be protracted and expensive, and the results are difficult to predict. Certain of these matters may include speculative claims for substantial or indeterminate amounts of damages and include claims for injunctive relief. Additionally, Iora’s litigation costs could be significant. Adverse outcomes with respect to litigation or any of these legal proceedings may result in significant settlement costs or judgments, penalties and fines, or require Iora to modify Iora’s services or require it to stop serving certain patients or geographies, all of which could negatively impact Iora’s geographic expansion and revenue growth. Iora may also become subject to periodic audits, which would likely increase its regulatory compliance costs and may require Iora to change Iora’s business practices, which could negatively impact Iora’s revenue growth. Managing legal proceedings, litigation and audits, even if Iora achieves favorable outcomes, is time-consuming and diverts management’s attention from Iora’s business.

The results of regulatory proceedings, litigation, claims, and audits cannot be predicted with certainty, and determining reserves for pending litigation and other legal, regulatory and audit matters requires significant judgment. There can be no assurance that Iora’s expectations will prove correct, and even if these matters are resolved in Iora’s favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could harm Iora’s reputation, business, financial condition and results of operations.

Iora also may be subject to lawsuits under the False Claims Act and comparable state laws for submitting allegedly fraudulent or otherwise inappropriate bills for services to the Medicare program. These lawsuits, which may be initiated by government authorities as well as private party relators, can involve significant monetary damages, fines, attorney fees and the award of bounties to private plaintiffs who successfully bring these suits, as well as to the government programs. In recent years, government oversight and law enforcement have become increasingly active and aggressive in investigating and taking legal action against potential fraud and abuse.

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Furthermore, Iora’s business exposes Iora to potential medical malpractice, professional negligence or other related actions or claims that are inherent in the provision of healthcare services. These claims, with or without merit, could cause Iora to incur substantial costs, and could place a significant strain on Iora’s financial resources, divert the attention of management from Iora’s core business, harm Iora’s reputation and adversely affect Iora’s ability to attract and retain patients, any of which could have a material adverse effect on Iora’s business, financial condition and results of operations.

Although Iora maintains third-party directors’ and officers’ and professional liability insurance coverage, it is possible that claims against Iora may exceed the coverage limits of Iora’s insurance policies. Even if any professional liability loss is covered by an insurance policy, these policies typically have substantial deductibles for which Iora is responsible. Professional liability claims in excess of applicable insurance coverage could have a material adverse effect on Iora’s business, financial condition and results of operations. In addition, any professional liability claim brought against Iora, with or without merit, could result in an increase of Iora’s professional liability insurance premiums. Insurance coverage varies in cost and can be difficult to obtain, and Iora cannot guarantee that Iora will be able to obtain insurance coverage in the future on terms acceptable to Iora or at all. If Iora’s costs of insurance and claims increase, then Iora’s earnings could decline.

Other Risks Related to One Medical’s Business and Iora’s business

One Medical’s business is, and following completion of the transaction One Medical will continue to be, subject to the risks described above and in 1Life’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as updated by subsequent Quarterly Reports on Form 10-Q, including 1Life’s Quarterly Report on Form 10-Q for the three months ended March 31, 2021, and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus/consent solicitation statement. See the section titled “Where You Can Find More Information” beginning on page 177 for the location of information incorporated by reference in this proxy statement/prospectus/consent solicitation statement.

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