As filed with the Securities and Exchange Commission on June 18, 2024

Registration No. 333-                
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TELADOC HEALTH, INC.
(Exact name of registrant as specified in its charter)


Delaware04-3705970
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
2 Manhattanville Road, Suite 203
Purchase, New York

10577
(Address of Principal Executive Offices)(Zip Code)

Teladoc Health, Inc. 2023 Employment Inducement Incentive Award Plan
(Full title of the plan)



Adam Vandervoort
Chief Legal Officer
Teladoc Health, Inc.
2 Manhattanville Road, Suite 203
Purchase, New York 10577
(Name and address of agent for service)


(203) 635-2002
(Telephone number, including area code, of agent for service)


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer
☐
Smaller reporting company☐
Emerging growth company☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐




REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Teladoc Health, Inc. (the “Registrant” or “Teladoc Health”) is filing this Registration Statement with the Securities and Exchange Commission (the “SEC”) to register 4,000,000 additional shares of common stock, par value $0.001 per share (“Common Stock”), under the Registrant’s 2023 Employment Inducement Incentive Award Plan, as amended on June 10, 2024. This Registration Statement hereby incorporates by reference the contents of the Registrant’s previous registration statement on Form S-8 filed with the Commission on July 28, 2023 (Registration No. 333-273509) to the extent not modified or superseded hereby. In accordance with the instructional note of Part I of Form S-8 as promulgated by the SEC, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We incorporate by reference herein the following documents filed by the Registrant with the SEC:
(b)all other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above (other than the portions of these documents not deemed to be filed); and
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference from the date of filing of such documents. In no event, however, shall any information that the Registrant discloses under Item 2.02 or Item 7.01 of any Current Report on Form 8-K (or otherwise indicates that the information is being “furnished” on such Current Report on Form 8-K (and not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section)) and any corresponding exhibits thereto, which the Registrant may furnish to the SEC from time to time, be incorporated by reference into, or otherwise become a part of, this Registration Statement. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is incorporated or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of the Registrant’s Common Stock registered on this Registration Statement has been passed upon by Adam C. Vandervoort, Chief Legal Officer of the Registrant. Mr. Vandervoort beneficially


owns an aggregate of less than one percent of the outstanding shares of the Registrant’s Common Stock but is not eligible to participate in the Plan.
Item 8. Exhibits.
Incorporated by Reference
Exhibit
Number		    Exhibit Description    Form    File No.    Exhibit    Filing
Date		    Filed
Herewith
8-K001-374773.16/2/22
10-K001-374773.22/23/24
10-Q001-374774.111/1/18




S-8333-27350999.17/28/23

8-K001-3747710.46/10/24

2


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Purchase, State of New York, on June 18, 2024.
TELADOC HEALTH, INC.
By:        /s/ Charles Divita, III    
Charles Divita, III
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Adam Vandervoort and Mala Murthy, and each of them acting individually, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 to be filed by Teladoc Health, Inc., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.


Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Charles Divita, III
Chief Executive Officer and DirectorJune 18, 2024
Charles Divita, III(Principal Executive Officer)
/s/ Mala MurthyChief Financial OfficerJune 18, 20244
Mala Murthy(Principal Financial Officer) 
/s/ James L. CaveInterim Chief Accounting OfficerJune 18, 2024
James L. Cave(Principal Accounting Officer)
/s/ David B. Snow, Jr.
ChairmanJune 18, 2024
David B. Snow, Jr.
/s/ J. Eric EvansDirectorJune 18, 2024
J. Eric Evans
/s/ Sandra L. FenwickDirectorJune 18, 2024
Sandra L. Fenwick
/s/ Catherine Jacobson
DirectorJune 18, 2024
Catherine Jacobson
/s/ Thomas G. McKinley
DirectorJune 18, 2024
Thomas G. McKinley
/s/ Kenneth H. Paulus
DirectorJune 18, 2024
Kenneth H. Paulus
/s/ David L. Shedlarz
DirectorJune 18, 2024
David L. Shedlarz
/s/ Mark D. Smith, M.D.
DirectorJune 18, 2024
Mark D. Smith, M.D.



Exhibit 107
CALCULATION OF FILING FEE TABLE
Form S-8
(Form Type)
Teladoc Health, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type
Security Class Title
Fee Calculation Rule
Amount Registered (1)
Proposed Maximum Offering Price Per Share (2)
Maximum Aggregate Offering Price (2)
Fee Rate
Amount of Registration Fee
Equity
Common Stock, par value $0.001 per share
457(c) and 457(h)
4,000,000 (3)$9.90$39,600,000
0.00014760
$5,844.96
Total Offering Amounts
$39,600,000$5,844.96
Total Fee Offsets
—
Net Fee Due
$5,844.96
(1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (the “Registration Statement”) shall also cover any additional shares of common stock, par value $0.001 per share (“Common Stock”), of Teladoc Health, Inc. (the “Registrant”) that become issuable under the Teladoc Health, Inc. 2023 Employment Inducement Incentive Award Plan, as amended (the “2023 EIIAP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction.
(2)Estimated solely for the purpose of determining the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act, based on the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on June 14, 2024.
(3)Represents the additional shares of Common Stock available for issuance under the 2023 EIIAP.



Exhibit 5.1

image.jpg

June 18, 2024
Teladoc Health, Inc.
2 Manhattanville Road, Suite 203
Purchase, NY 10577
Ladies and Gentlemen:
I have acted as counsel to Teladoc Health, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of the Company, filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”). The Registration Statement relates to the registration under the Act of up to 4,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Shares”) issuable pursuant to the Teladoc Health, Inc. 2023 Employment Inducement Incentive Award Plan, as amended (the “Plan”).
In connection with the furnishing of this opinion, I have examined originals, or copies certified or otherwise identified to my satisfaction, of the Registration Statement and the Plan. In addition, I have examined (i) such corporate records of the Company that I have considered appropriate, including a copy of the certificate of incorporation, as amended and restated, and the bylaws, as amended and restated, of the Company, and copies of resolutions of the board of directors of the Company relating to the issuance of the Shares, and (ii) such other certificates, agreements and documents that I deemed relevant and necessary as a basis for the opinion expressed below. I have also relied upon certificates of public officials and the officers of the Company.
In my examination of the documents referred to above, I have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by me, the authenticity of all documents submitted to me as originals, the conformity to the originals of all documents submitted to me as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that I have examined are accurate and complete.
Based upon the above, and subject to the stated assumptions, exceptions and qualifications, I am of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued, delivered and paid for in



accordance with the terms of the Plan, the Shares will be validly issued, fully paid and non-assessable.
The opinion expressed above is limited to the General Corporation Law of the State of Delaware. My opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect. I hereby consent to use of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I come within the category of persons whose consent is required by the Act or the Rules.

Very truly yours,

/s/ Adam C. Vandervoort

Adam C. Vandervoort
Chief Legal Officer










Exhibit 23.1
Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2023 Employment Inducement Incentive Award Plan of Teladoc Health, Inc. of our reports dated February 23, 2024, with respect to the consolidated financial statements of Teladoc Health, Inc. and the effectiveness of internal control over financial reporting of Teladoc Health Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
June 18, 2024


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