1life Healthcare (ONEM) S-4Registration of securities issued in business combination transactions

As filed with the Securities and Exchange Commission on July 6, 2021

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

1LIFE HEALTHCARE, INC.

(Exact name of registrant as specified in its charter)

One Embarcadero Center, Suite 1900

San Francisco, CA 94111

(415) 658-6792

(Name, address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Amir Dan Rubin

Chair, Chief Executive Officer and President

1Life Healthcare, Inc.

One Embarcadero Center, Suite 1900

San Francisco, CA 94111

(415) 814-0927

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the transaction described in the enclosed document.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

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:

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.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus/consent solicitation statement is not complete and may be changed. 1Life Healthcare, Inc. may not sell these securities until the registration statement filed with the Securities and Exchange Commission, of which this document is a part, is effective. This preliminary proxy statement/prospectus/consent solicitation statement is not an offer to sell these securities and 1Life Healthcare, Inc. is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION—DATED JULY 6, 2021

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

Dear stockholders of 1Life Healthcare, Inc. and stockholders of Iora Health, Inc.:

As previously announced, the board of directors of 1Life Healthcare, Inc., which we refer to as the 1Life Board, and the board of directors of Iora Health, Inc., which we refer to as the Iora Board, have approved an acquisition of Iora by 1Life. 1Life, Iora, SB Merger Sub, Inc., which we refer to as Merger Sub, and Fortis Advisors LLC, solely in its capacity as the representative of the stockholders of Iora, entered into an Agreement and Plan of Merger, dated as of June 6, 2021, which we refer to as the merger agreement, pursuant to which Merger Sub will merge with and into Iora, with Iora continuing as a direct wholly owned subsidiary of 1Life, which we refer to as the merger.

At the effective time of the merger, which we refer to as the effective time, each share of common stock of Iora, $0.01 par value per share, which we refer to as the Iora common stock, and each share of preferred stock of Iora, $0.01 par value, which we refer to as the Iora preferred stock and collectively with the Iora common stock, the Iora capital stock, will be converted into the right to receive approximately 0.689 shares of common stock of 1Life, $0.001 par value per share, which we refer to as the 1Life common stock. The total number of shares of 1Life common stock to be issued or reserved for issuance is subject to adjustment for cash, working capital, unpaid indebtedness and unpaid transaction expenses. 1Life will assume outstanding and unexercised options to purchase shares of Iora common stock, which we refer to as the Iora options, and in connection with the merger, they will be converted into options to purchase shares of 1Life common stock at the same ratio. Each phantom stock award of Iora, which we refer to as the Iora phantom stock awards, that is outstanding and vested as of immediately prior to the effective time will be cancelled and automatically converted into the right to receive an amount in cash calculated based on the merger consideration value. Each Iora phantom stock award that is outstanding but unvested as of immediately prior to the effective time will be assumed and converted into the right to receive an amount in cash calculated based on the merger consideration value, which resulting cash award will generally remain subject to the same terms and conditions as applied prior to the effective time but will be paid to the holder on its time-based vesting schedule. Each warrant of Iora, which we collectively refer to as the Iora warrants, that is unexpired, unexercised and outstanding as of the effective time will be cancelled. At the effective time, 1Life’s stockholders will continue to own and hold their then existing shares of 1Life common stock.

1Life estimates that it may issue up to approximately                 million shares of its common stock to Iora stockholders in the merger pursuant to the merger agreement. Upon completion of the merger, we estimate that current 1Life stockholders will own approximately     % of the combined company and former Iora stockholders will own approximately     % of the combined company. 1Life common stock is traded on The Nasdaq Global Select Market, which we refer to as Nasdaq, under the symbol “ONEM”.

At the special meeting of 1Life stockholders to be held on                 , 2021, which we refer to as the 1Life special meeting, 1Life stockholders will be asked to vote on (i) a proposal to approve the issuance of shares of 1Life common stock to Iora stockholders, which is a condition to completion of the merger, which we refer to as the 1Life stock issuance proposal, and (ii) a proposal to approve adjournments of the 1Life special meeting, if necessary and appropriate, to solicit additional proxies if there are not sufficient votes to approve the issuance of shares of 1Life common stock in the merger, which we refer to as the 1Life adjournment proposal.

As further described in this proxy statement/prospectus/consent solicitation statement, certain of the Iora stockholders who in the aggregate own approximately 72.9% of the shares of Iora capital stock outstanding on a fully diluted basis are parties to Joinder and Support Agreements, which we refer to as the Signing Support Agreements, with 1Life, Iora, and certain of the 1Life stockholders who in the aggregate own approximately 15% of the shares of 1Life common stock outstanding and are parties to voting agreements with Iora, whereby such stockholders have agreed to vote their shares in favor of the approval of, among other things, the merger agreement, the merger and the other transactions contemplated by the merger agreement, which we refer to as the contemplated transactions. Within two business days of the effectiveness of the registration statement, the Iora

stockholders will be sent this proxy statement/prospectus/consent solicitation statement and other information and an action by written consent of the Iora stockholders, which we refer to as the Iora written consent, and be asked to vote in favor of adopting the merger agreement.

After careful consideration, the Iora Board 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) (i) declared 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. If you are an Iora stockholder, you are requested to sign and return the Iora written consent, indicating therein whether you approve or disapprove of the resolutions to consent to the merger agreement and thereby adopt and approve the contemplated transactions, which we refer to as the merger agreement proposal.

Iora is sending this proxy statement/prospectus/consent solicitation statement to its stockholders to solicit their consent to the resolutions contained in the Iora written consent, including to consent to the merger agreement and thereby adopt and approve the merger and all contemplated transactions, by executing and returning the written consent furnished with the accompanying proxy statement/prospectus/consent solicitation statement. The Iora Board recommends that the Iora stockholders return the Iora written consent and vote to approve the merger.

We cannot complete the merger unless the Iora stockholders and the 1Life stockholders approve the respective proposals related to the merger. Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend the 1Life special meeting virtually, please vote your shares as promptly as possible by (1) accessing the Internet website specified on your proxy card, (2) calling the toll-free number specified on your proxy card, or (3) signing and returning all proxy cards that you receive in the postage-paid envelope provided, so that your shares may be represented and voted at the 1Life special meeting. If you are a 1Life stockholder, please note that a failure to vote your shares may result in a failure to establish a quorum for the 1Life special meeting.

The 1Life Board recommends that 1Life stockholders vote “FOR” the 1Life stock issuance proposal and, if necessary, “FOR” the 1Life adjournment proposal.

The obligations of 1Life and Iora to complete the merger are subject to the satisfaction or waiver of several conditions set forth in the merger agreement. More information about 1Life, Iora and the merger is contained in this proxy statement/prospectus/consent solicitation statement. 1Life and Iora encourage you to read this entire proxy statement/prospectus/consent solicitation statement carefully, including the section titled “Risk Factors” beginning on page 21.

We look forward to the successful merger of 1Life and Iora.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this proxy statement/prospectus/consent solicitation statement or determined that this proxy statement/prospectus/consent solicitation statement is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus/consent solicitation statement is dated                 , 2021 and is first being mailed to the stockholders of 1Life and stockholders of Iora on or about     , 2021.

1Life Healthcare, Inc.

One Embarcadero Center, Suite 1900

San Francisco, CA 94111

(415) 814-0927

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON                     , 2021

Dear 1Life stockholders:

We are pleased to invite you to attend the virtual special meeting of the 1Life stockholders, which will be held at                     , on                     , 2021, at                     , local time, which we refer to as the 1Life special meeting, for the following purposes:

1Life will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof. Please refer to the attached proxy statement/prospectus/consent solicitation statement for further information with respect to the business to be transacted at the 1Life special meeting.

At a meeting of the board of directors of 1Life Healthcare, Inc., which we refer to as the 1Life Board, held on June 6, 2021, the 1Life Board determined that the merger agreement and the transactions contemplated thereby, including the issuance of 1Life common stock to the Iora stockholders in connection with the merger, are in the best interests of 1Life and its stockholders, and approved the merger agreement and the merger, the execution of the merger agreement and the consummation of the transactions contemplated thereby.

The 1Life Board recommends that 1Life stockholders vote “FOR” the 1Life stock issuance proposal and “FOR” the 1Life adjournment proposal.

Holders of record of shares of 1Life common stock, at the close of business on                     , 2021, which we refer to as the 1Life record date, are entitled to notice of, and may vote at, the 1Life special meeting and any adjournment of the special meeting. A list of 1Life stockholders entitled to vote at the 1Life special meeting will be available for inspection at 1Life’s principal executive offices, located at One Embarcadero Center, Suite 1900, San Francisco, California 94111, at least 10 days prior to the date of the 1Life special meeting and continuing through the date thereof for any purpose germane to the 1Life special meeting, between the hours of 9:00 a.m. and 4:30 p.m., local time. The list will also be available at the 1Life special meeting for inspection by any 1Life stockholder present 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). 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).

Your vote is important. Whether or not you expect to attend the 1Life special meeting virtually, we urge you to vote your shares as promptly as possible by (1) accessing the Internet website specified on your proxy card; (2) calling the toll-free number specified on your proxy card; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the 1Life special meeting. If your shares are held in the name of a bank, broker or other fiduciary, please follow the instructions on the voting instruction card furnished by the record holder.

If you have any questions or need assistance voting your shares, please call 1Life’s proxy solicitor, MacKenzie Partners, Inc., toll-free at (800) 322-2885.

ADDITIONAL INFORMATION

This proxy statement/prospectus/consent solicitation statement is a part of the registration statement and constitutes a prospectus of 1Life, as well as a proxy statement of 1Life for its special meeting, and a consent solicitation statement for the purpose of Iora for its written consent. You may obtain this information without charge through the Securities and Exchange Commission, which we refer to as the SEC, website (www.sec.gov) or upon your written or oral request by contacting 1Life Healthcare, Inc., Attention: Corporate Secretary, One Embarcadero Center, Suite 1900, San Francisco, California 94111, or by email at investor@onemedical.com or by calling (415) 814-0927.

In addition, if you have questions about the merger or the accompanying proxy statement/prospectus/consent solicitation statement, would like additional copies of the proxy statement/prospectus/consent solicitation statement, or need to obtain proxy cards or other information related to the proxy solicitation, call MacKenzie Partners, Inc., the proxy solicitor for 1Life, toll-free at (800) 322-2885. You will not be charged for any of these documents that you request.

To ensure timely delivery of these documents, any request should be made no later than                     , 2021 to receive them before the 1Life virtual special meeting.

For additional details about where you can find information about 1Life, see the section titled “Where You Can Find More Information” beginning on page 177 of this proxy statement/prospectus/consent solicitation statement.

ABOUT THIS DOCUMENT

This proxy statement/prospectus/consent solicitation statement, which forms part of a registration statement on Form S-4, which we refer to as the Form S-4, filed with the SEC by 1Life, constitutes a prospectus of 1Life under Section 5 of the Securities Act of 1933, as amended, which we refer to as the Securities Act, with respect to the shares of common stock of 1Life, $0.001 par value per share, which we refer to as the 1Life common stock, proposed to be issued to Iora stockholders pursuant to the merger agreement. This document also constitutes a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. It also includes a notice of meeting with respect to the special meeting of 1Life stockholders, at which 1Life stockholders will be asked to vote upon the issuance of shares of 1Life common stock to Iora stockholders in connection with the merger, which we refer to as the 1Life stock issuance proposal, and a consent solicitation statement with respect to the written consent of Iora stockholders, through which Iora stockholders will be asked to adopt and approve the merger agreement.

1Life has supplied all information contained in this proxy statement/prospectus/consent solicitation statement relating to 1Life and Merger Sub. Iora has supplied all information contained in or incorporated by reference into this proxy statement/prospectus/consent solicitation statement relating to Iora. 1Life and Iora have both contributed information relating to the proposed transactions.

Before casting your vote, you should carefully review all the information contained or incorporated by reference into this proxy statement/prospectus/consent solicitation statement. Neither 1Life nor Iora has authorized anyone to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus/consent solicitation statement. Neither 1Life nor Iora takes any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This proxy statement/prospectus/consent solicitation statement is dated                     , 2021. You should not assume that the information contained in, or incorporated by reference into, this proxy statement/prospectus/consent solicitation statement is accurate as of any date other than the date on the front cover of those documents. Neither the mailing of this proxy statement/prospectus/consent solicitation statement to 1Life stockholders or Iora stockholders nor the issuance by 1Life of common stock in connection with the merger will create any implication to the contrary.

In deciding how to vote with respect to any of the proposals discussed herein, you must make your own independent examination of the merits and risks of the proposal. You should not construe anything included in this proxy statement/prospectus/consent solicitation statement as investment, legal, business or tax advice, and should consult with your own advisors if you have questions concerning any of the matters described herein.

This proxy statement/prospectus/consent solicitation statement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. As permitted by SEC rules, this proxy statement/prospectus/consent solicitation statement does not contain all of the information you can find in 1Life’s registration statement or its exhibits. For further information pertaining to 1Life and the shares of 1Life common stock to be issued in connection with the merger, reference is made to that registration statement and its exhibits. Statements contained in this document or in any document incorporated into this document by reference as to the contents of any contract or other document referred to in this document or in other documents that are incorporated by reference into this document are not necessarily complete and, in each instance, reference is made to the copy of the applicable contract or other document filed as an exhibit to the registration statement or otherwise filed with the SEC. Each statement contained in this document is qualified in its entirety by reference to the underlying documents. You are encouraged to read the entire Form S-4. You may obtain copies of the Form S-4, including documents incorporated by reference into the Form S-4 (and any amendments to those documents), by following the instructions under the section titled “Where You Can Find More Information.”

All references in this proxy statement/prospectus/consent solicitation statement to “Iora” refer to Iora Health, Inc., a Delaware corporation (except that in connection with the description of its operations or business under the sections titled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors,” such term refers to the consolidated operations of Iora, its subsidiaries and its consolidated affiliated professional entities). Unless otherwise indicated or the context otherwise requires, (i) all references in this proxy statement/prospectus/consent solicitation statement to “One Medical” mean 1Life Healthcare, Inc., a Delaware corporation, and its consolidated affiliated professional entities, (ii) all references to “1Life” refer to 1Life Healthcare, Inc. and not to its consolidated affiliated professional entities and (iii) all references to the “One Medical PCs” refer to the professional entities affiliated with 1Life through administrative services agreements. 1Life and the One Medical PCs do business under the “One Medical” brand. All references to “Merger Sub” refer to SB Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of 1Life. Unless otherwise indicated or as the context requires, all references to “merger” refer to Merger Sub merging with and into Iora, with Iora continuing as a direct wholly owned subsidiary of 1Life, and all references to the “merger agreement” refer to the Agreement and Plan of Merger, dated as of June 6, 2021, among 1Life, Iora, Merger Sub and Fortis Advisors LLC, solely in its capacity as the representative of the stockholders of Iora, a copy of which is included as Annex A to this proxy statement/prospectus/consent solicitation statement.

TRADEMARKS AND SERVICE MARKS

1Life and Iora own or have rights to various trademarks, logos, service marks and trade names that each uses in connection with the operation of their respective businesses. 1Life and Iora each also own or have the rights to copyrights that protect the content of their respective products. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this proxy statement/prospectus/consent solicitation statement are listed without the ^™, ^® and ^© symbols, but such references do not constitute a waiver of any rights that might be associated with the respective trademarks, service marks, trade names and copyrights included or referred to in this proxy statement/prospectus/consent solicitation statement.

TABLE OF CONTENTS

i

ii

iii

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following are brief answers to certain questions that 1Life stockholders and Iora stockholders may have regarding the merger, the merger agreement, the issuance of shares of 1Life common stock in connection with the merger, the 1Life special meeting, the action by written consent of the Iora stockholders, which we refer to as the Iora written consent, and other matters to be considered at the 1Life special meeting. 1Life and Iora urge you to read carefully the remainder of this proxy statement/prospectus/consent solicitation statement and additional important information contained in the annexes and exhibits to, and the documents incorporated by reference into, this proxy statement/prospectus/consent solicitation statement because the information in this section may not provide all of the information that might be important to you in determining how to vote. See the section titled “Where You Can Find More Information” beginning on page 177 in this proxy statement/prospectus/consent solicitation statement.

Under the terms of the merger agreement, Merger Sub will merge with and into Iora, with Iora continuing as a wholly owned subsidiary of 1Life, which we refer to as the merger. If the merger is completed, (i) Iora’s stockholders will have the right to receive approximately 0.689, which we refer to as the exchange ratio, shares of common stock of 1Life, $0.001 par value per share, which we refer to as the 1Life common stock for each share of common stock of Iora, $0.01 par value per share, which we refer to as the Iora common stock, and each share of preferred stock of Iora, $0.01 par value, which we refer to as the Iora preferred stock and collectively with the Iora common stock, the Iora capital stock, they own at closing of the merger, with cash to be paid in lieu of fractional shares, (ii) Iora’s optionholders will have the right to receive options to purchase 1Life common stock based on the exchange ratio and (iii) each vested Iora phantom stock award will be cancelled and automatically converted into cash while each unvested Iora phantom stock award will be assumed and converted into the right to receive an amount in cash paid to the holder on its time-based vesting schedule. The exchange ratio is subject to adjustment for cash, working capital, unpaid indebtedness and unpaid transaction expenses. Holders of 1Life common stock will not receive any merger consideration and will continue to hold their shares of 1Life common stock.

1Life is holding a special meeting of stockholders, in order to obtain the stockholder approval necessary to approve the 1Life stock issuance proposal. 1Life stockholders will also be asked to approve adjournments of the 1Life special meeting if necessary and appropriate to solicit additional proxies if there are not sufficient votes at the time of the 1Life special meeting, or any adjournment or postponement thereof, to approve the stock issuance, which we refer to as the 1Life adjournment proposal. It is important that 1Life stockholders vote their 1Life common stock on each of these matters, regardless of the number of shares owned.

If you are a stockholder of Iora, you are requested to sign and return the Iora written consent that consents to the merger agreement and thereby adopt and approve the contemplated transactions, which we refer to as the merger agreement proposal.

1

Your vote is important. We encourage you to vote as soon as possible.

Each Iora option that is outstanding as of immediately prior to the effective time will be automatically converted into a 1Life stock option with respect to 1Life common stock, with the number of shares underlying, and with the exercise price applicable to, such converted Iora option adjusted based on the exchange ratio to preserve its intrinsic value. Each Iora phantom stock award that is outstanding and vested as of immediately prior to the effective time will be cancelled and automatically converted into the right to receive an amount in cash calculated based on the merger consideration value. Each other Iora phantom stock award that is outstanding as of immediately prior to the effective time will be assumed and converted into the right to receive an amount in cash calculated based on the merger consideration value, which resulting cash award will generally remain subject to the same terms and conditions as applied prior to the effective time but will be paid to the holder on its time-based vesting schedule. Each warrant of Iora, which we refer to as the Iora warrants, that is unexpired, unexercised and outstanding as of the effective time will be cancelled.

Based on the closing price of 1Life common stock on The Nasdaq Global Select Market, which we refer to as Nasdaq, of $35.59 on June 4, 2021, the last trading day before public announcement of the merger, the merger consideration represented approximately $24.52 of aggregate value for each share of Iora capital stock. Based on the 1Life closing price of $         on                     , 2021, the latest practicable date before the date of this proxy statement/prospectus/consent solicitation statement, the merger consideration represented approximately $         of aggregate value for each share of Iora capital stock.

1Life stockholders will continue to own their existing shares of 1Life common stock. 1Life common stock is currently listed on Nasdaq under the symbol “ONEM.”

We encourage you to obtain current market quotations of 1Life common stock before voting.

2

In the event of any reclassification, stock split, reverse stock split, stock dividend, stock distribution, recapitalization, subdivision or other similar transaction with respect to the shares of Iora capital stock or shares of 1Life common stock prior to the effective time of the merger, the merger consideration will be equitably adjusted to eliminate the effects of such event on the merger consideration as contemplated by the merger agreement.

If you hold shares of 1Life common stock in the name of a broker or nominee, please follow the voting instructions provided by your broker or nominee to ensure that your shares are represented at the 1Life special meeting.

1Life Adjournment Proposal. 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 entitled to vote on such matter at the 1Life special meeting (whether or not a quorum is present). For the 1Life adjournment proposal, an abstention will have the effect of a vote against the proposal. Broker “non-votes” will have no effect on the outcome of the proposal. Shares of 1Life common stock represented by properly executed, timely received and unrevoked proxies will be voted in

3

accordance with the instructions indicated thereon. If you are a 1Life stockholder of record and you sign and return your proxy card without indicating how to vote on any particular proposal, the shares of 1Life common stock represented by your proxy will be counted as present for purposes of determining the presence of a quorum for the 1Life special meeting and will be voted “FOR” that proposal.

The failure to execute and return the Iora written consent will have the same effect as a vote “AGAINST” all of merger agreement proposal. The Merger cannot be consummated without the approval of the merger agreement proposal by the requisite Iora stockholders.

Similarly, on June 6, 2021, simultaneously with the execution and delivery of the merger agreement, Carlyle Partners VII Holdings, L.P. and Benchmark Capital Partners V, L.P., which we refer to as the 1Life specified stockholders, entered into voting agreements with Iora and 1Life, which we refer to as the 1Life voting agreements, pursuant to which such 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.

4

Iora. You are entitled to one vote for each share of Iora common stock and each share of the Iora Voting Preferred Stock that you owned as of the Iora record date. The holders of Iora common stock and the holders of Iora Voting Preferred Stock shall vote together as one or more classes (and, as applicable, in the case of Iora Voting Preferred Stock on an as-converted to Iora common stock basis), in each case, in accordance with Iora’s amended and restated certificate of incorporation, as it may be amended from time to time, which we refer to as the Iora charter, and Iora’s amended and restated bylaws, as they may be amended from time to time, which we refer to as the Iora bylaws. As of the close of business on                     , 2021, there were                  outstanding shares of Iora common stock,                  outstanding shares of Iora Voting Preferred Stock,                  outstanding shares of Iora Class E Preferred Stock and,                  outstanding shares of Iora Class F Preferred Stock. As of that date,     % of the voting power of outstanding shares of Iora capital stock were beneficially owned by the directors and executive officers of Iora.

Iora. If you are an Iora stockholder, failure to execute and return the Iora written consent will have the same effect as a vote “AGAINST” the merger agreement proposal. The merger cannot be consummated without the approval of the merger agreement proposal by the requisite Iora stockholders.

5

A broker “non-vote” occurs when a broker, bank or other holder of record holding shares for a beneficial owner does not receive voting instructions from the beneficial owner and either chooses not to vote those shares on a routine matter at the stockholders’ meeting or is not permitted to vote those shares on a non-routine matter. None of the 1Life stock issuance proposal or the 1Life adjournment proposal is a routine matter. As a result, if you fail to give voting instructions to your broker, bank or other holder of record, your broker, bank or other holder record may not submit or vote your shares for any purpose at the special meeting and, therefore, your shares will not be considered present for purposes of determining a quorum to transact business at the special meeting.

Please follow the voting instructions provided by your broker or nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to 1Life or by voting virtually at the 1Life special meeting. Further, brokers who hold shares of 1Life common stock on behalf of their customers may not give a proxy to 1Life to vote those shares without specific instructions from their customers.

6

If you choose either of the first two methods, you must provide your notice of revocation or your new proxy to the Secretary of 1Life, as applicable, prior to your shares being voted. If your shares are held in street name by your broker or nominee, you should contact them to change your vote.

7

Treatment of Unvested Iora Phantom Stock Awards. Each Iora phantom stock award that is outstanding and unvested (after giving effect to the accelerated vesting provisions under Iora’s option plan, including those relating to a change of control of Iora) immediately prior to the effective time, which we refer to as an unvested phantom stock award, will, automatically and without any required action on the part of the holder thereof, be assumed by 1Life and converted into the right to receive an amount in cash, without interest, equal to the (x) the number of shares of Iora common stock relating to such unvested phantom stock award as of immediately prior to the effective time, multiplied by (y) the merger consideration value (as defined below) over the per share reference price of such unvested phantom stock award, which we refer to as the unvested phantom cash award. Each unvested phantom cash award will remain subject to the same terms and conditions as were applicable to the underlying unvested phantom stock award immediately prior to the effective time; provided, that such awards will vest and become payable on the earlier to occur of (i) the time-based vesting dates or such earlier date as may be determined by 1Life in a manner that complies with Section 409A of the Code and (ii) to the extent that an unvested phantom cash award provides for acceleration on a “Payment Date” (in accordance with the terms of, and as defined in, Iora’s option plan), a Payment Date that occurs subsequent to the closing of the merger. Merger consideration value means an amount equal to the quotient obtained by dividing (A) the product of (i) merger consideration and (ii) 1Life’s closing stock price and (B) Iora’s fully diluted share number.

Treatment of Vested Iora Phantom Stock Awards. Each Iora phantom stock award other than any unvested phantom stock award that is outstanding immediately prior to the effective time, which we refer to as a vested phantom stock award will, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive a cash amount equal to the (x) the number of shares of Iora common stock relating to such phantom stock award as of immediately prior to the effective time, multiplied by (y) the merger consideration value over the per share reference price of such vested phantom stock award, which we refer to as the vested phantom stock award consideration. 1Life will, or will cause the surviving corporation to, deliver the vested phantom stock award consideration to each holder of vested phantom stock awards, less any required withholding taxes and without interest, within five (5) business days following the effective time.

Treatment of Iora Warrants. Each Iora warrant that is unexpired, unexercised and outstanding as of the effective time will, by virtue of the merger and without any action on the part of 1Life, Merger Sub, Iora or the holder thereof, be cancelled.

The rights of 1Life stockholders will remain the same as prior to the merger.

8

You should read the section titled “Material U.S. Federal Income Tax Consequences” beginning on page 115 for a more complete discussion of the U.S. federal income tax consequences of the merger (including the U.S. federal income tax consequences of the receipt of cash in lieu of fractional shares of 1Life common stock and upon sales of the Expense Fund Shares). Tax matters can be complicated, and the tax consequences of the merger to you will depend on your particular situation. You should consult your tax advisor to determine the tax consequences of the merger to you, including the applicability and effect of federal, state, local and non-U.S. income and other tax laws.

9

If the 1Life Board effects a change in recommendation, 1Life will have to pay Iora a termination fee of $50 million, which we refer to as the 1Life termination fee. For a discussion of the circumstances under which a termination fee is payable by 1Life or the requirement to reimburse expenses applies, see the section titled “The Merger Agreement—Termination Fees and Expenses; Liability for Breach.”

If you are a 1Life stockholder, you are not required to take any action with respect to your 1Life stock certificates.

10

11

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.

12

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

Risk Factors

Before voting at the 1Life special meeting or executing the Iora written consent, you should carefully consider all of the information contained in or as incorporated by reference into this proxy statement/prospectus/consent solicitation statement, as well as the specific factors in the section titled “Risk Factors” beginning on page 21 of this proxy statement/prospectus/consent solicitation statement.

The Merger and the Merger Agreement

A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus/consent solicitation statement. 1Life and Iora encourage you to read the entire merger agreement carefully because it is the principal document governing the merger. For more information on the merger agreement, see the section titled “The Merger Agreement” beginning on page 56 of this proxy statement/prospectus/consent solicitation statement.

Effects of the Merger; Merger Consideration

If the conditions to closing set forth in the merger agreement are satisfied or waived, Merger Sub will merge with and into Iora. Iora will survive the merger and will continue as a direct wholly owned subsidiary of 1Life.

13

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

14

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).

15

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

16

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/

17

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:

18

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.

19

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                     , local time, on                     , 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                     , 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                  shares of 1Life common stock held by                     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).

20

RISK FACTORS

In addition to the other information included and incorporated by reference into this proxy statement/prospectus/consent solicitation statement, including the matters addressed in the section titled “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risks before deciding whether to vote for the adoption and approval of the merger agreement, in the case of Iora stockholders, or for the issuance of shares of 1Life common stock in connection with the merger, in the case of 1Life stockholders. In addition, you should read and consider the risks associated with each of the businesses of One Medical and Iora because these risks will also affect the combined company. For 1Life, these risks can be found in its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021, which is filed with the SEC and incorporated by reference into this proxy statement/prospectus/consent solicitation statement. You should also read and consider the other information in this proxy statement/prospectus/consent solicitation statement and the other documents 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 of this proxy statement/prospectus/consent solicitation statement.

The risks described below and in the documents incorporated by reference into this proxy statement/prospectus/consent solicitation statement are certain material risks, although not the only risks, relating to the transaction and each of One Medical, Iora and the combined company. Such risks are not the only risks that One Medical or the combined company will face after the completion of the merger. The combined company will face all of the risks that Iora currently faces as a standalone company, described under the section titled “—Risks Related to Iora.” Additional risks and uncertainties not currently known or that are currently expected to be immaterial may also materially and adversely affect the business, financial condition and results of operations of One Medical or the surviving company or the market price of 1Life common stock following the completion of the merger.

Risk Factors Relating to the Merger

The merger may not be completed on the terms or timeline currently contemplated, or at all.

The consummation of the merger is subject to numerous conditions, including (1) the expiration or termination of any applicable waiting period under the HSR Act, (2) the effectiveness of the registration statement on Form S-4 of which this proxy statement/prospectus/consent solicitation statement forms a part, (3) the approval by the Iora stockholders of the merger agreement proposal, (4) the approval by the 1Life stockholders of the 1Life stock issuance proposal, (5) the absence of any material change in any statute, regulation, official interpretation of any statute or regulation or judicial decision after the execution of the merger agreement that would prevent Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to Iora, from issuing a written tax opinion to Iora dated as of the closing date of the merger, to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (6) other customary closing conditions. See the section titled “The Merger Agreement—Conditions to Completion of the Merger.”

If the merger is not completed for any reason, including the failure to complete the merger by December 31, 2021 (or such later date to which such date may be extended in accordance with the terms of the merger agreement), the price of 1Life common stock may decline to the extent that the market price of 1Life common stock reflects or previously reflected positive market assumptions that the merger would be completed and the related benefits would be realized. In addition, 1Life and Iora have expended and will continue to expend significant management time and resources and have incurred and will continue to incur significant expenses due to legal, advisory, printing and financial services fees related to the merger. These expenses must be paid regardless of whether the merger is consummated. If the merger is not consummated because the merger agreement is terminated, 1Life may be required under certain circumstances to pay Iora a termination fee of $50 million or Iora may be required under certain circumstances to pay 1Life a termination fee of $50 million. There is no assurance that the merger will be consummated. See the section titled “The Merger Agreement” beginning on page 56 of this proxy statement/prospectus/consent solicitation statement.

21

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.

22

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.

23

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 issued in connection with outstanding Iora options). Based on the number of shares of 1Life common stock and Iora capital stock outstanding on                 , 2021, the record date for the 1Life special meeting, and assuming no further issuances of Iora capital stock or 1Life common stock, upon the completion of the merger, current 1Life stockholders and former Iora stockholders are expected to own approximately                  % and                 % 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

24

stock, if any). Correspondingly, each Iora stockholder who receives shares of 1Life common stock will become a 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

25

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”.

Risk Factors Relating to One Medical Following the Merger

1Life expects to incur substantial expenses related to the merger.

1Life expects to incur substantial expenses in connection with completing the merger and integrating the business, operations, networks, systems, technologies, policies and procedures of Iora with those of 1Life.

26

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:

27

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

28

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 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.

29

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

30

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.

31

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

32

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

33

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

34

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.

35

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

36

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

37

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,

38

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

39

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:

40

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.

41

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.

42

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus/consent solicitation statement and the documents incorporated by reference into this proxy statement/prospectus/consent solicitation statement contain certain express and implied forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which include, but are not limited to, statements regarding expected timing, completion and effects of the merger. All statements contained in this proxy statement/prospectus/consent solicitation statement other than statements of historical facts are forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, and you should not rely upon the forward-looking statements as predictions of future events. The future events and trends discussed in this proxy statement/prospectus/consent solicitation statement may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks and uncertainties related to: the ability of the parties to consummate the proposed merger, satisfaction of closing conditions precedent to the consummation of the proposed merger, potential delays in consummating the merger, the ability of 1Life to timely and successfully achieve the anticipated benefits or synergies of the merger and the impact of health epidemics, including the COVID-19 pandemic, on the parties’ respective businesses and the actions the parties may take in response. Except to the extent required by law, 1Life does not undertake to update any of these forward-looking statements after the date of this proxy statement/prospectus/consent solicitation statement to conform these statements to actual results or revised expectations.

Forward-looking statements are found at various places throughout this proxy statement/prospectus/consent solicitation statement, including in the sections titled “The Merger—Unaudited Financial Information” and “Risk Factors.” Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include those set forth in 1Life’s filings with the SEC, including 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. These important factors also include those set forth under the section titled “Risk Factors” in this proxy statement/prospectus/consent solicitation statement as well as, among others, risks and uncertainties relating to:

43

Due to these risks and uncertainties, there can be no assurance that the proposed merger or any other transaction described herein will in fact be completed in the manner described or at all. You should be aware that new factors may emerge from time to time and it is not possible for 1Life or Iora to identify all such factors nor can 1Life or Iora predict the impact of each such factor on the proposed transaction or the combined company. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this document. Unless legally required, 1Life and Iora undertake no obligation and each expressly disclaim any such obligation, to update publicly any forward-looking statements, whether as a result of new information, future events, changed circumstances or otherwise. Furthermore, any information about the intentions of 1Life, Iora or, following the merger, the combined company contained in any of their respective forward-looking statements reflect their intentions as of the date of such forward-looking statements, and are based upon, among other things, existing regulatory, technological, industry, competitive, economic and market conditions, and their assumptions as of such date. 1Life, Iora or, following the merger, the combined company may change their intentions, strategies or plans at any time and without notice, based upon any changes in such factors or assumptions or otherwise.

In addition, statements that “1Life believes,” “Iora believes,” “we believe” and similar statements reflect 1Life’s and Iora’s beliefs and opinions on the relevant subject. These statements are based upon information available to 1Life or Iora, as the case may be, as of the date of this proxy statement/prospectus/consent solicitation statement, and while 1Life or Iora, as the case may be, believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that such party has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements as predictions of future events.

Market and Industry Data

This proxy statement/prospectus/consent solicitation statement contains estimates and information concerning One Medical’s and Iora’s industry and business, including estimated market size, and projected growth rates of the markets in which we participate. Unless otherwise expressly stated, One Medical and Iora obtained this industry, business, market, medical and other information from reports, research surveys, studies and similar data prepared by third parties, industry, medical and general publications, government data and similar sources.

This information involves a number of assumptions and limitations. Although 1Life and Iora believe the third-party market position, market opportunity and market size data included in this proxy statement/prospectus/consent solicitation statement are reliable, they have not independently verified the accuracy or completeness of this third-party data. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which One Medical and Iora operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the sections titled “Risk Factors” or with similar headings in 1Life’s filings with the SEC, including 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. These and other factors could cause results to differ materially from those expressed in these publications and reports.

44

THE 1LIFE SPECIAL MEETING

Date, Time and Place of the 1Life Special Meeting

The special meeting of 1Life stockholders will be held at                , on                , 2021, at                , local time.

Purpose of the 1Life Special Meeting

At the 1Life special meeting, 1Life stockholders will be asked to consider and vote upon the following proposals:

Recommendation of the 1Life Board

At a meeting of the 1Life Board held on June 6, 2021, the 1Life Board determined that the merger agreement and the transactions contemplated thereby, including the issuance of 1Life common stock to the Iora stockholders in connection with the merger, are in the best interests of 1Life and its stockholders, and approved the merger agreement and the merger, the execution of the merger agreement and the consummation of the transactions contemplated thereby. Such determination, approval and recommendation were made unanimously by the 1Life Board.

The 1Life Board recommends that 1Life stockholders vote “FOR” the 1Life stock issuance proposal and “FOR” the 1Life adjournment proposal.

Record Date for the 1Life Special Meeting; Stock Entitled to Vote

Only holders of record of shares of 1Life common stock at the close of business on                , 2021, the record date for the 1Life special meeting, will be entitled to notice of, and to vote at, the 1Life special meeting and any postponements or adjournments thereof. 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                shares of 1Life common stock entitled to vote at the 1Life special meeting.

Solicitation of Proxies; Revocability of Proxies

The cost of proxy solicitation for the 1Life special meeting and expenses for the filing, printing and mailing of this proxy statement/prospectus/consent solicitation statement will be borne by 1Life. In addition to the use of the mail, proxies may be solicited by officers and directors and regular employees of 1Life, without additional remuneration, by personal interview, telephone, electronic communication or otherwise. 1Life will also request

45

brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares held of record on the 1Life record date and will provide customary reimbursement to such firms for the cost of forwarding these materials. 1Life has retained MacKenzie Partners, Inc. to assist in its solicitation of proxies and has agreed to pay them a fee of $20,000, plus reasonable expenses, for these services.

If you are a holder of record on the record date for the 1Life special meeting, you have the power to revoke your proxy at any time before your proxy is voted at the 1Life special meeting. You can revoke your proxy in one of four ways:

If you choose either of the first two methods, you must provide your notice of revocation or your new proxy to the Secretary of 1Life prior to your shares being voted. If your shares are held in street name by your broker or nominee, you should contact them to change your vote.

Quorum

The holders of a majority in voting power of the total number shares of 1Life common stock issued and outstanding and entitled to vote as of the close of business on the 1Life record date must be present virtually, by remote communication or represented by proxy to constitute a quorum to conduct the 1Life special meeting. All shares of 1Life common stock represented at the 1Life special meeting, including abstentions and broker non-votes (shares held by a broker or nominee that are represented at the meeting, but with respect to which the broker or nominee is not instructed by the beneficial owner of such shares to vote on the particular proposal), will be treated as present for purposes of determining the presence or absence of a quorum to conduct the 1Life special meeting.

Vote Required

The 1Life bylaws provide that the chairperson of the 1Life special meeting may, if necessary, adjourn the 1Life special meeting for the purpose of soliciting additional proxies (whether or not a quorum exists).

1Life Voting Agreements

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

46

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. As of the record date for the 1Life special meeting, the 1Life specific stockholders owned an aggregate of approximately    % of the voting power of the outstanding 1Life common stock calculated in the aggregate. The forms of 1Life voting agreement are incorporated by reference into this proxy statement/prospectus/consent solicitation statement.

Abstentions and Broker Non-Votes

If you are a 1Life stockholder, abstentions have the effect of a vote against the stock issuance proposal and, if necessary, the adjournment proposal. Broker “non-votes” have no effect on the outcome of the stock issuance proposal or the 1Life adjournment proposal. Shares of 1Life common stock represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon. If you are a 1Life stockholder of record and you sign and return your proxy card without indicating how to vote on any particular proposal, the shares of 1Life common stock represented by your proxy will be counted as present for purposes of determining the presence of a quorum for the 1Life special meeting and will be voted “FOR” that proposal. If you fail to cast a vote or deliver a proxy card, it will also make it more difficult to meet the quorum requirement with respect to organizing the meeting.

Voting Power of 1Life’s Directors and Executive Officers

On the 1Life record date,    % of the outstanding 1Life common stock was held by 1Life directors and executive officers and their respective affiliates. 1Life currently expects that its directors and executive officers will vote their shares in favor of the issuance of 1Life common stock to Iora stockholders in connection with the merger.

Attending the 1Life Special Meeting

All holders of 1Life common stock, including stockholders of record and stockholders who hold shares through banks, brokers or other nominees, are invited to attend the 1Life special meeting virtually. Stockholders of record can vote at the special meeting. If you plan to attend the special meeting virtually, you must hold your shares in your own name or send proof of your 1Life share ownership as of the record date (for example, a brokerage firm account statement of a “legal proxy” from your intermediary) along with your registration request. Even if you plan to attend the 1Life special meeting virtually, 1Life recommends that you also submit your proxy or voting instructions by mail, or by telephone or on the Internet as described in your proxy card so that your vote will be counted if you later decide not to attend the meeting.

Voting of Proxies by Record Stockholders

A proxy card is enclosed for use by 1Life stockholders of record. 1Life requests that its record stockholders sign the accompanying proxy and return it promptly in the enclosed postage-paid envelope. You may also vote your shares by telephone or through the Internet. Information and applicable deadlines for voting by telephone or through the Internet are set forth on the enclosed proxy card. Shares of 1Life common stock represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon. If you are a 1Life stockholder of record and you sign and return your proxy card without indicating how to vote on any particular proposal, the shares of 1Life common stock represented by your proxy will be counted as present for purposes of determining the presence of a quorum for the 1Life special meeting and will be voted “FOR” that proposal.

At the date hereof, 1Life management has no knowledge of any business that will be presented for consideration at the special meeting and which would be required to be set forth in this proxy statement/prospectus/consent solicitation statement other than the matters set forth in 1Life’s accompanying Notice of Special Meeting of Stockholders. In accordance with the 1Life bylaws and Delaware law, business transacted at

47

the 1Life special meeting will be limited to those matters set forth in such notice. Nonetheless, if any other matter is properly presented at the 1Life special meeting for consideration, it is intended that the persons named in the enclosed proxy and acting thereunder will vote in accordance with their best judgment on such matter.

Your vote is important. Whether or not you expect to attend the 1Life special meeting virtually, we urge you to vote your shares as promptly as possible by (1) accessing the Internet website specified on your proxy card; (2) calling the toll-free number specified on your proxy card; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the 1Life special meeting.

Shares Held in Street Name

If you hold your shares of 1Life common stock in a stock brokerage account or if your shares are held by a bank or nominee (that is, in street name), you must provide the record holder of your shares with instructions on how to vote your shares if you wish them to be counted. Please follow the voting instructions provided by your broker, bank or nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to 1Life or by voting virtually at the 1Life special meeting. Further, brokers who hold shares of 1Life common stock on behalf of their customers may not vote those shares without specific instructions from their customers.

If you hold your 1Life common stock in street name and you do not instruct your broker on how to vote any of your shares, your broker may not vote those shares. For a discussion of the consequences of such broker non-votes, see the section titled “The 1Life Special Meeting—Abstentions and Broker Non-Votes” beginning on page 47 of this proxy statement/prospectus/consent solicitation statement.

Revocability of Proxies and Changes to a 1Life Stockholder’s Vote

If you are a holder of shares of 1Life common stock as of the record date for the 1Life special meeting, you have the power to revoke your proxy at any time before your proxy is voted at the 1Life special meeting. You can revoke your proxy in one of four ways:

If you wish to change your vote at the 1Life special meeting, you must vote by ballot at such meeting or if you wish to revoke your vote at the 1Life special meeting, you must bring a written notice of revocation to the Secretary of the 1Life special meeting prior to the voting at the 1Life special meeting.

The latest dated completed proxy will be the one that counts. Written notices of revocation and other communications with respect to the revocation of any proxies should be addressed to:

1Life Healthcare, Inc.

Attention: Corporate Secretary

One Embarcadero Center, Suite 1900

San Francisco, California 94111

48

investor@onemedical.com

415-814-0927

In light of restrictions currently in place due to COVID-19, we encourage stockholders to contact us by telephone or e-mail instead of physical mail to help ensure timely receipt of any request for proxy materials. If you are a 1Life stockholder whose shares of 1Life common stock are held in “street name” by a bank, broker, or other nominee, you may revoke your proxy or voting instructions and vote your shares virtually at the 1Life special meeting only in accordance with applicable rules and procedures as employed by your bank, broker, or other nominee. If your shares are held in “street name” in an account at a bank, broker, or other nominee, you must follow the directions you receive from your bank, broker, or other nominee in order to change or revoke your proxy or voting instructions and should contact your bank, broker, or other nominee to do so.

Adjournments

Although it is not currently expected, the 1Life special meeting may be adjourned for the purpose of soliciting additional proxies if 1Life has not received sufficient proxies to constitute a quorum or sufficient votes for approval of the 1Life stock issuance proposal. Adjourning the 1Life special meeting 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 (whether or not a quorum is present). The 1Life bylaws provide that the chairperson of the 1Life special meeting may, if necessary, adjourn the 1Life special meeting for the purpose of soliciting additional proxies (whether or not a quorum exists). Pursuant to the 1Life bylaws, notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which adjournment is taken. If the time and place of an adjourned meeting (and means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present virtually and vote at such adjourned meeting) are announced at the original convening of the 1Life special meeting, no notice of an adjourned meeting need be given unless the adjournment is for more than 30 days or if, after the adjournment, a new record date is fixed for the adjourned meeting. If the 1Life special meeting is adjourned, stockholders who have already sent in their proxies will be allowed to revoke them at any time prior to their use. The merger agreement provides that the 1Life special meeting will not be adjourned to a date that is more than 15 calendar days after the date for which the 1Life special meeting was originally scheduled.

Postponements

At any time prior to convening the 1Life special meeting, the 1Life Board may postpone the 1Life special meeting for any reason without the approval of the 1Life stockholders. The merger agreement provides that the 1Life special meeting will not be postponed to a date that is more than 15 calendar days after the date for which the 1Life special meeting was originally scheduled. Although it is not currently expected, the 1Life Board may postpone the 1Life special meeting for the purpose of soliciting additional proxies if 1Life has not received sufficient proxies to constitute a quorum or sufficient votes for approval of the 1Life stock issuance proposal. If the 1Life special meeting is postponed, stockholders who have already sent in their proxies will be allowed to revoke them at any time prior to their use.

Stockholder List

A list of 1Life stockholders entitled to vote at the 1Life special meeting will be available for inspection at 1Life’s principal executive offices, located at One Embarcadero Center, Suite 1900, San Francisco, California 94111, at least 10 days prior to the date of the 1Life special meeting and continuing through the date thereof for any purpose germane to the 1Life special meeting, between the hours of 9:00 a.m. and 4:30 p.m., local time. The list will also be available at the 1Life special meeting for inspection by any 1Life stockholder present at the 1Life special meeting.

49

Tabulation of Votes

A representative of 1Life’s mailing and tabulating agent, Broadridge Financial Solutions, will tabulate the votes and act as inspector of elections.

How You Can Reduce the Number of Copies of 1Life’s Proxy Materials You Receive

1Life has adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders of record who have the same address and last name and who do not participate in electronic delivery of proxy materials will receive only one copy of the proxy materials, unless one or more of these stockholders notifies 1Life that they wish to continue receiving individual copies. This procedure reduces 1Life’s printing costs and postage fees. Stockholders who wish to participate in householding will continue to receive separate proxy cards.

If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of the proxy materials, or if you hold stock in more than one account, and, in either case, you wish to receive only a single copy of the proxy materials for your household, please contact your broker.

If you participate in householding and wish to receive a separate copy of the proxy materials, or if you do not wish to continue to participate in householding and prefer to receive separate copies of the proxy materials in the future, please contact your broker or 1Life. Direct your written request to 1Life Healthcare, Inc., Investor Relations, One Embarcadero Center, Suite 1900, San Francisco, California 94111 or contact Investor Relations at (415) 814-0927 or investor@onemedical.com.

Beneficial owners can request information about householding from their banks, brokers, or other holders of record.

Assistance

If you need assistance in completing your proxy card or have questions regarding the 1Life special meeting, please contact MacKenzie Partners, Inc., the proxy solicitor for 1Life, at 1407 Broadway, 27th Floor, New York, New York 10018, banks and brokers call collect: (212) 929-5500, stockholders call toll free: (800) 322-2885.

50

1LIFE PROPOSALS

1LIFE PROPOSAL 1: THE 1LIFE STOCK ISSUANCE PROPOSAL

1Life stockholders are asked to approve the issuance of 1Life common stock to Iora stockholders in connection with the merger contemplated by the merger agreement. 1Life stockholders should carefully read this proxy statement/prospectus/consent solicitation statement in its entirety, including the documents incorporated by reference and the merger agreement, for more detailed information concerning the merger agreement and the 1Life stock issuance proposal. For a detailed discussion of the terms of the merger agreement and the merger, including the proposed 1Life stock issuance, see the information about the merger and the merger agreement throughout this proxy statement/prospectus/consent solicitation statement, including the information set forth in the section titled “The Merger Agreement” beginning on page 56 of this proxy statement/prospectus/consent solicitation statement. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus/consent solicitation statement.

Approval of the 1Life stock issuance proposal is a condition to completion of the merger. If the 1Life stock issuance proposal is not approved, the merger will not occur. For a detailed discussion of the conditions of the merger, see the section titled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 71 of this proxy statement/prospectus/consent solicitation statement.

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.

At a meeting of the 1Life Board held on June 6, 2021, the 1Life Board determined that the merger agreement and the transactions contemplated thereby, including the issuance of 1Life common stock to the Iora stockholders in connection with the merger, are in the best interests of 1Life and its stockholders, and approved the merger agreement and the merger, the execution of the merger agreement and the consummation of the transactions contemplated thereby.

IF YOU ARE A 1LIFE STOCKHOLDER, THE 1LIFE BOARD

RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL TO ISSUE SHARES OF

1LIFE COMMON STOCK IN THE MERGER.

*********************************************************************

1LIFE PROPOSAL 2: THE 1LIFE ADJOURNMENT PROPOSAL

This proposal would permit the 1Life Board to adjourn from time to time the 1Life special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the 1Life stock issuance proposal.

If the time and place of an adjourned meeting (and means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present virtually and vote at such adjourned meeting) are announced at the original convening of the 1Life special meeting, no notice of an adjourned meeting need be given unless the adjournment is for more than 30 days or if, after the adjournment, a new record date is fixed for the adjourned meeting, in which case notice of the adjourned meeting will be given to 1Life stockholders of record entitled to vote at the adjourned meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

51

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 entitled to vote on such matter at the 1Life special meeting (whether or not a quorum is present). For the 1Life adjournment proposal, an abstention will have the effect of a vote against the proposal. Broker “non-votes” will have no effect on the outcome of the proposal.

IF YOU ARE A 1LIFE STOCKHOLDER, THE 1LIFE BOARD RECOMMENDS THAT YOU

VOTE “FOR” THE PROPOSAL TO PERMIT THE 1LIFE BOARD TO ADJOURN THE 1LIFE

SPECIAL MEETING.

*********************************************************************

52

SOLICITATION OF WRITTEN CONSENT

Purpose of the Consent Solicitation

Iora stockholders are being asked to consent to the merger agreement proposal and thereby approve and adopt the contemplated transactions.

The Iora Board has determined that, among other things, the contemplated transactions are advisable, fair to, and in the best interests of Iora and its stockholders and adopted and approved the merger agreement and the contemplated transactions. The Iora Board recommends that you consent to the merger agreement proposal and thereby adopt and approve the contemplated transactions.

The Signing Support Agreements that 1Life and Iora have entered into with certain significant Iora stockholders, which we refer to as the Support Stockholders, obligate each such Support Stockholder to execute and deliver a written consent, which we refer to as the Written Consent, in respect of all Iora securities beneficially owned by such Support Stockholder adopting the merger agreement and approving the contemplated transactions, which pursuant to the merger agreement is required to be delivered to 1Life within two business days following this proxy statement/prospectus/consent solicitation statement being declared effective by the SEC. As of the public announcement of the merger, shares of Iora capital stock owned by certain stockholders, which we refer to as the Support Stockholders, and subject to such Signing Support Agreements represented approximately 72.9% of the outstanding Iora capital stock, on a fully-diluted basis. The delivery of the Written Consent by the Support Stockholders adopting the merger agreement with respect to the Iora securities beneficially owned by the Support Stockholders will be sufficient to adopt the merger agreement and thereby approve the contemplated transactions.

Record Date

The Iora Board has set                , 2021 as the record date for determining the Iora stockholders entitled to sign and deliver Written Consent with respect to the merger agreement proposal.

Iora Stockholders Entitled to Consent

Only Iora stockholders of record holding shares of Iora capital stock as of the close of business on the record date are entitled to sign and deliver Written Consent with respect to the merger agreement and the contemplated transactions. As of the close of business on the record date, the Iora Voting Preferred Stock consisted of                shares, there were                shares of Iora common stock outstanding and entitled to sign and deliver Written Consent with respect to the merger agreement proposal, as well as                 shares of Iora Class A Preferred Stock,                 shares of Iora Class B Preferred Stock,                 shares of Iora Class C Preferred Stock,                 shares of Iora Class D Preferred Stock,                 shares of Iora Class E Preferred Stock, and                 shares of Iora Class F Preferred Stock. Each share of Iora common stock and each share of the Iora Voting Preferred Stock is entitled to one vote. The holders of Iora common stock and the holders of Iora Voting Preferred Stock shall vote together as one or more classes (and, as applicable, in the case of Iora Voting Preferred Stock on an as-converted to Iora common stock basis), in each case, in accordance with the Iora charter and Iora bylaws. You are urged to return a completed, dated and signed Written Consent by                on                 , 2021.

Iora Written Consent; Required Written Consent

The approval of the merger agreement and the contemplated transactions require the affirmative vote or consent of holders of (i) at least a majority of the votes represented by all outstanding shares of Iora common stock and Iora Voting Preferred Stock voting together as a single class (and in the case of Iora Voting Preferred Stock, on an as-converted to common stock basis), (ii) at least a majority of all issued and outstanding shares of Iora Series E Preferred Stock, and (iii) at least a majority of all issued and outstanding shares of Iora Series F Preferred Stock, which collectively is referred to in this proxy statement/prospectus/consent solicitation statement as the Iora Stockholder Approvals.

53

Concurrently with the parties’ entry into the merger agreement, each of the Support Stockholders entered into a Signing Support Agreement with 1Life and Iora. Under the Signing Support Agreements, each of the Support Stockholders agreed to execute and deliver a Written Consent with respect to the outstanding shares of Iora capital stock held by such Support Stockholder adopting the merger agreement and approving the contemplated transactions, which pursuant to the merger agreement is required to be delivered to 1Life within two business days following this proxy statement/prospectus/consent solicitation statement being declared effective by the SEC. As of the public announcement of the merger, shares of Iora capital stock owned by the Support Stockholders and subject to such Signing Support Agreements represented approximately 72.9% of the outstanding Iora capital stock, on a fully-diluted basis. The delivery of the Written Consent by the Support Stockholders with respect to the shares of Iora capital stock that are owned by the Support Stockholders adopting the merger agreement will be sufficient to adopt the merger agreement and thereby approve the contemplated transactions and will constitute the approval required pursuant to the terms of the Iora charter.

Submission of Written Consent

You may consent to the merger agreement proposal with respect to your shares of Iora capital stock by completing, dating and signing the Written Consent enclosed with this proxy/prospectus/consent solicitation statement and returning it to Iora.

If you hold shares of Iora capital stock as of the close of business on the record date and you wish to give your Written Consent, you must fill out the enclosed Written Consent, date and sign it, and promptly return it to Iora. Once you have completed, dated and signed the Written Consent, you may deliver it to Iora, by emailing a .pdf copy to                or by mailing your Written Consent to Iora at 101 Tremont Street, Boston, MA 02108, Attention: General Counsel.

The Iora Board has set                on                , 2021 as the target date for the receipt of Written Consent, which is the date on which Iora expects to receive the Written Consent of the Support Stockholders under the Signing Support Agreements. Iora reserves the right to extend the final date for the receipt of Written Consent beyond                 , 2021. Any such extension may be made without notice to Iora stockholders. Once a sufficient number of consents to adopt the merger agreement has been received, the consent solicitation will conclude. The delivery of the Written Consent by the Support Stockholders with respect to the shares of Iora capital stock that are owned by the Support Stockholders adopting the merger agreement will be sufficient to adopt the merger agreement and thereby approve the contemplated transactions.

Iora stockholders should not send stock certificates with their Written Consent. A letter of transmittal and instructions for the surrender of Iora stock certificates or book entry shares will be mailed to the Iora stockholders shortly after the effective time of the merger, if the contemplated transactions are approved and adopted.

Executing Iora Written Consent; Revocation of Written Consent

You may execute a Written Consent to approve of the merger agreement proposal. A Written Consent to approve the merger agreement proposal is equivalent to a vote for such proposal, and if you do not return your Written Consent, it will have the same effect as a vote against the merger agreement proposal. If you are a record holder of shares of Iora capital stock and you return a signed Written Consent without indicating your decision on the merger agreement proposal, you will have consented to such proposal.

If you are a record holder of shares of Iora capital stock as of the close of business on the record date, you may change or revoke your Written Consent (subject to any contractual obligations you may otherwise have) at any time prior to                on                 , 2021 (or, if earlier, before the consents of a sufficient number of shares to approve the merger agreement proposal have been delivered to the General Counsel of Iora). If you wish to change or revoke your consent before that time, you may do so by sending a new Written Consent with a

54

later date or by delivering a notice of revocation, in either case by emailing a .pdf copy to                or by mailing your Written Consent to Iora at 101 Tremont Street, Boston, MA 02108, Attention: General Counsel. However, pursuant to the Signing Support Agreements, the Written Consent to be received by Iora from the Support Stockholders will be irrevocable prior to the earlier of the effective time of the merger, the valid termination of the merger agreement or the parties to the relevant Signing Support Agreement mutually agree to terminate the applicable Signing Support Agreement.

Iora stockholders should not send stock certificates with their Written Consent. A letter of transmittal and instructions for the surrender of Iora stock certificates or book entry shares will be mailed to the Iora stockholders shortly after the effective time of the merger, if the contemplated transactions are approved and adopted.

Solicitation of Written Consent; Expenses

The expense of preparing, printing and mailing these consent solicitation materials is being borne by Iora. Officers and employees of Iora may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular salaries but no special compensation for soliciting consents.

55

THE MERGER AGREEMENT

The following section summarizes the material provisions of the merger agreement, which is included in this proxy statement/prospectus/consent solicitation statement as Annex A and is incorporated herein by reference in its entirety. The rights and obligations of 1Life and Iora are governed by the express terms and conditions of the merger agreement and not by this summary or any other information contained in this proxy statement/prospectus/consent solicitation statement. 1Life and Iora stockholders are urged to read the merger agreement carefully and in its entirety as well as this proxy statement/prospectus/consent solicitation statement before making any decisions regarding the merger, including the approval and adoption by the Iora stockholders of the merger agreement or the approval by the 1Life stockholders of the issuance of 1Life common stock in connection with the merger. This summary is qualified in its entirety by reference to the merger agreement.

The merger agreement is described in this proxy statement/prospectus/consent solicitation statement to provide you with information regarding its terms and is not intended to provide any factual information about One Medical or Iora. The merger agreement contains representations and warranties that the parties made to each other as of the date of the merger agreement or other specific dates, solely for purposes of the contract between the parties, and those representations and warranties should not be relied upon by any other person. The assertions embodied in those representations and warranties are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the merger agreement. Accordingly, the representations and warranties may not be accurate or complete characterizations of the actual state of facts at any time. In particular, the representations and warranties:

The merger agreement has been included as Annex A to this proxy statement/prospectus/consent solicitation statement to provide investors and security holders with information regarding its terms. It is not intended to provide any other financial information about One Medical, Iora, or their respective subsidiaries and affiliates. The representations, warranties and covenants contained in the merger agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the merger agreement, may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. 1Life’s stockholders and Iora’s stockholders and other investors are not third-party beneficiaries under the merger agreement and should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of One Medical, Iora, or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in public disclosures by 1Life and Iora.

Accordingly, the representations and warranties and other provisions of the merger agreement should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement/prospectus/consent solicitation statement and in the documents 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.

56

Terms of the Merger; Merger Consideration

Upon the terms and subject to the conditions set forth in the merger agreement and in accordance with the DGCL, at the effective time, Merger Sub will be merged with and into Iora, and the separate existence of Merger Sub will cease and Iora will be the surviving corporation.

At the effective time, each share of Iora common stock immediately prior to the effective time (after taking into account the conversion of all shares of preferred stock into shares of common stock and other than dissenting shares and shares that are owned by Iora as treasury stock), will be cancelled and automatically converted into the right to receive a fraction of a share of 1Life common stock equal to the exchange ratio. Exchange ratio means the quotient obtained by dividing (i) 56,144,278 shares of 1Life common stock less the number of shares of 1Life common stock equal to the deduction amount (as defined below), if any, divided by $37.00, by (ii) the number of shares equal to (a) the total number of shares of Iora capital stock outstanding immediately prior to the effective time (on an as-converted into Iora common stock basis), plus (b) the total number of shares of Iora common stock issuable upon the exercise of Iora options, which clause (ii) we refer to as Iora’s fully diluted share number.

1Life will not issue fractional shares of 1Life common stock pursuant to the merger agreement. Instead, each Iora stockholder who otherwise would have been entitled to receive a fraction of a share of 1Life common stock (after aggregating all shares of 1Life common stock issuable to such holder) will receive cash in lieu thereof, as provided in the merger agreement.

In the event of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into capital stock), reorganization, reclassification, combination, recapitalization or other like change with respect to the Iora capital stock or 1Life common stock occurring after the date of the merger agreement and prior to the effective time, the merger consideration will be equitably adjusted to the extent necessary to provide the parties the same economic effect as contemplated by merger agreement prior to such event.

Closing and Post Closing Adjustment to Merger Consideration

Within 75 calendar days after the closing date, 1Life will deliver to the stockholders’ representative a statement, which we refer to as the 1Life post-closing statement, setting forth in reasonable detail 1Life’s calculation of the deduction amount (defined below), and each element of the deduction amount.

The stockholders’ representative will have 35 days to review the deduction amount after delivery of the 1Life post-closing statement. The stockholders’ representative may object to the calculation by providing written notice of such objection to 1Life within 25 days after 1Life’s delivery of the 1Life post-closing statement, specifying in reasonable detail the basis for such objection and stockholders’ representative’s proposed modifications to the 1Life post-closing statement. If the stockholders’ representative provides the notice of objection, then 1Life and the stockholders’ representative will confer in good faith for a period of up to 20 days following 1Life’s receipt of the notice of objection in an attempt to resolve any disputed matter set forth in the notice of objection, and any resolution by them will be in writing and final and binding on the parties and the Iora stockholders.

If, after the 20-day period set forth in the merger agreement, 1Life and the stockholders’ representative cannot resolve all matters set forth in the notice of objection, then either 1Life or the stockholders’ representative may refer such items that remain in dispute to a mutually agreed nationally recognized accounting firm, which we refer to as the reviewing accountant. Any determinations made by the reviewing accountant will be final, non-appealable and binding on the parties to the merger agreement.

If the deduction amount as finally determined pursuant to the merger agreement is greater than $116,085,526, an amount equal to the excess will be recovered by 1Life from the escrow fund.

57

However, in certain circumstances, if the deduction amount as finally determined pursuant to the merger agreement is equal to or lower than $116,085,526, then 1Life may be required to issue additional shares of 1Life common stock for further distribution of such amount to Iora stockholders in accordance with their pro rata portion.

“Deduction Amount” means an amount equal to the sum of (A) Iora’s debt, as of the closing date (or October 31, 2021, with respect to all Iora debt outstanding as of October 31, 2021 or incurred from 1Life as cash advances pursuant to the merger agreement as of October 31, 2021, if the closing has not occurred on or prior to October 31, 2021), plus or minus (B) the amount by which net working capital differs from an agreed upon target as of the closing date (or October 31, 2021 if the closing has not occurred on or prior to October 31, 2021), plus (C) the transaction expenses as of the closing date, minus (D) cash, as of the closing date (or October 31, 2021 if the closing has not occurred on or prior to October 31, 2021).

Procedures for Exchanging Iora Capital Stock in the Merger

Prior to the effective time, 1Life will designate a bank or trust company reasonably satisfactory to Iora to act as paying and exchange agent in connection with the merger to receive, for the benefit of Iora stockholders, the merger consideration to which Iora stockholders will become entitled pursuant to the merger agreement. On the closing date of the merger, 1Life will (i) pay the transaction expenses to the exchange agent for further distribution to the persons identified by Iora; (ii) pay the applicable payoff amounts in respect of Iora’s debt, if any; and (iii) deposit shares of 1Life common stock representing the merger consideration, less the amounts deposited with the escrow agent and less the amount deposited with the stockholders’ representative.

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.

Completion of the Merger

The closing of the contemplated transactions will take place electronically at (i) 7:00 a.m. Pacific time on the third (3^rd) business day after the conditions to the closing of the merger have been satisfied or waived (other than those conditions that, by their terms, are intended to be satisfied at the closing of the merger, but subject to the satisfaction or waiver of those conditions) or (ii) such other time as 1Life and Iora agree. The merger will become effective upon the filing of the certificate of merger with the Secretary of State of the State of Delaware or at such later time as 1Life and Iora agree and specify in the certificate of merger.

Representations and Warranties

The merger agreement contains representations and warranties made by each of 1Life and Iora related to, among other things:

58

Many of the representations and warranties in the merger agreement are qualified by a “knowledge,” “materiality” or “material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct, individually or in the aggregate, would, as the case may be, be material or have a material adverse effect). For purposes of the merger agreement, a “material adverse effect” means, with respect to a party and its subsidiaries, any change, event, circumstance, occurrence or state of facts that, individually or in the aggregate, (i) is or would reasonably expected to be materially adverse to the business, properties, assets, liabilities, operations, results of operations or condition (financial or otherwise) of a party and its subsidiaries taken as a whole, or (ii) would or would be reasonably likely to prevent, impair or materially delay the ability of a party to perform its obligations under the merger agreement or to consummate the contemplated transactions.

59

Clause (i) of the definition of “material adverse effect” with respect to Iora excludes any change, event, circumstance, occurrence or state of facts to the extent directly relating to or arising from any of the following from being taken into account in determining whether there has been an “material adverse effect”:

Clause (i) of the definition of “material adverse effect” with respect to One Medical excludes any change, event, circumstance, occurrence or state of facts to the extent directly relating to or arising from any of the following will be taken into account in determining whether there has been a “material adverse effect”:

provided, that with respect to the foregoing clauses (i), (ii), (iii) and (iv), One Medical and its subsidiaries are not disproportionately affected thereby relative to other companies operating in the industry in which One Medical and its subsidiaries operate.

60

Conduct of Business

Subject to exceptions in the merger agreement, during the period from the date of the merger agreement until the earlier of the effective time and the termination of the merger agreement, which we refer to as the pre-closing period, each of Iora and its subsidiaries will, and, except as limited by applicable healthcare laws, agrees to use reasonable best efforts to cause its affiliated practices, to conduct its business in the ordinary course of business and use commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business relationships with it (including by using commercially reasonable efforts to preserve its assets and technology and relationships with its customers and suppliers) and to retain the services of its present executive officers.

In addition, subject to exceptions in the merger agreement, during the pre-closing period, Iora will not, and will not permit any of its subsidiaries to:

61

62

In addition, subject to certain exceptions in the merger agreement, during the pre-closing period, 1Life will not, and will not permit any of its subsidiaries to:

63

No Solicitation by Iora

During the pre-closing period, each of Iora and any of its subsidiaries and affiliated practices will not and will not permit any of their directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives, which persons we collectively refer to as representatives, to, directly or indirectly (i) initiate, solicit, seek, or knowingly encourage (including by way of furnishing nonpublic information or assistance) any inquiries, expressions of interest, proposal or offer with respect to or the making of, any acquisition proposal, (ii) enter into or continue discussions or negotiate with any person in furtherance of, or deliver or make available to any person any non-public information with respect to, such inquiries or with respect to an acquisition proposal, (iii) enter into any contract or any agreement in principle relating to an acquisition proposal, or (iv) enter into any other transaction or series of transactions not in the ordinary course of business, the consummation of which would impede, interfere with, prevent or delay, or would reasonably be expected to impede, interfere with, prevent or delay, the consummation of the contemplated transactions. An “acquisition proposal” means any agreement, proposal, offer or bona fide indication of interest from any person or “group” (as defined in the Exchange Act), other than 1Life and its representatives, relating to any (A) direct or indirect acquisition, lease, mortgage, pledge, exchange, transfer, license or disposition (whether in a single transaction or a series of related transactions) of at least 10% of the assets of Iora and its subsidiaries and affiliated practices taken as a whole, (B) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of more than 10% of the equity securities of Iora or any of its subsidiaries or affiliated practices or (C) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving Iora or any of its subsidiaries, in each case, other than the contemplated transactions, or (D) any other transaction outside of the ordinary course of business, the consummation of which would impede, interfere with, prevent or delay, or would reasonably be expected to impede, interfere with, prevent or delay, the consummation of the contemplated transactions.

The merger agreement requires Iora and its subsidiaries to, and to cause the affiliated practices and its and their representatives to, (x) immediately cease and cause to be terminated any and all existing activities,

64

discussions or negotiations with any persons conducted prior to or on the date of the merger agreement with respect to any acquisition proposal and (y) immediately revoke or withdraw access of any person (other than 1Life and its representatives) to any data room (virtual or actual) containing any non-public information with respect to Iora or any of its subsidiaries in connection with an acquisition proposal and request from each person (other than 1Life and its representatives) the prompt return or destruction of all non-public information with respect to Iora or any of its subsidiaries previously provided to such person in connection with an acquisition proposal. If any representative of Iora or its subsidiaries or affiliated practices, whether in his, her or its capacity as such or in any other capacity, takes any action that Iora or any of its subsidiaries is obligated pursuant to the foregoing not to authorize or permit such representative to take, then Iora will be deemed for all purposes of the merger agreement to have breached the foregoing.

In addition to the foregoing obligations of Iora and the affiliated practices, Iora will promptly advise 1Life, in writing, and in any event no later than 24 hours after becoming aware of, (i) any inquiry, expression of interest, proposal or offer that would reasonably be expected to lead to an acquisition proposal, by any person other than 1Life and its representatives; or (ii) any request for non-public information that is being made in contemplation of an acquisition proposal. Such notice must describe (i) the material terms and conditions of such acquisition proposal, inquiry, expression of interest, proposal, offer, notice or request and (ii) the identity of the person making any such acquisition proposal, inquiry, expression of interest, proposal, offer, notice or request (except to the extent prohibited from doing so pursuant to any confidentiality agreement as in effect prior to the date of the merger agreement with the party making any proposal, inquiry or other contact). Iora will keep 1Life fully informed of the status and material details of, and any material modification to, any such inquiry, expression of interest, proposal or offer and any material correspondence or communications related thereto and will provide to 1Life a true, correct and complete copy of such inquiry, expression of interest, proposal or offer and any material amendments, correspondence and communications related thereto, if it is in writing, or a reasonable written summary thereof, if it is not in writing. Iora will provide 1Life with 48 hours prior notice (or such lesser prior notice as is provided to the Iora Board) of any meeting of the Iora Board at which the Iora Board is reasonably expected to discuss any acquisition proposal.

Change in 1Life Board Recommendation

Except as provided below, neither the 1Life Board nor any committee of the 1Life Board will (i) withhold or withdraw (or qualify or modify in any manner adverse to Iora) the recommendation by the 1Life Board with respect to the contemplated transactions, or (ii) fail to include the such recommendation of the 1Life Board in this proxy statement/prospectus/consent solicitation statement (any action described in this sentence being referred to as a parent adverse recommendation change).

Notwithstanding the foregoing, prior to obtaining the approval of the 1Life stockholders, the 1Life Board (or any duly authorized committee of the 1Life Board) may effect a parent adverse recommendation change, but only in response to a 1Life intervening event and only if (i) the 1Life Board (or any duly authorized committee of the 1Life Board) determines in good faith (after consultation with its outside counsel and financial advisor) that the failure to take such action would be inconsistent with 1Life’s directors’ fiduciary duties under applicable law; (ii) prior to the determination referenced in the foregoing clause (i), 1Life has notified Iora in writing that it intends to effect a parent adverse recommendation change due to the occurrence of a 1Life intervening event (which notice will specify and describe the 1Life intervening event in reasonable detail (including details of the underlying facts giving rise to the 1Life intervening event) and the reasons as to why it intends to effect a parent adverse recommendation change and which notice will not constitute a parent adverse recommendation change); (iii) for a period of three (3) business days following the notice delivered pursuant to the foregoing clause (ii), 1Life will make representatives available to discuss and negotiate in good faith (in each case to the extent Iora desires to negotiate), with representatives of Iora any proposed modifications to the terms and conditions of the merger agreement so that the failure to take such action would no longer be inconsistent with 1Life’s directors’ fiduciary duties under applicable law (it being understood and agreed that any material change to the facts and circumstances relating to the 1Life intervening event will require a new notice and a new

65

negotiation period (except that such new negotiation period will be for two (2) business days)); and (iv) no earlier than the end of the negotiation period, the 1Life Board (or any duly authorized committee of the 1Life Board) will have determined in good faith (after consultation with its outside counsel and financial advisor), after considering the terms of any proposed amendment or modification to the merger agreement, that the failure to take such action would still be inconsistent with 1Life’s directors’ fiduciary duties under applicable law.

The foregoing does not prohibit 1Life or the 1Life Board from (1) making any disclosure to its stockholders if the 1Life Board has reasonably determined in good faith after consultation with 1Life’s outside legal counsel that the failure to do so would be reasonably likely to constitute a breach of the duties of the members of the 1Life Board under applicable law or (2) making any “stop, look and listen” communication to the stockholders of 1Life pursuant to the Exchange Act.

“1Life intervening event” means a material event or circumstance with respect to 1Life (and not Iora or its subsidiaries or the affiliated practices) was neither known nor reasonably foreseeable by the 1Life Board as of or prior to the date of the merger agreement (or if known or reasonably foreseeable, the consequences of which were not known or reasonably foreseeable by the 1Life Board as of or prior to the date of the merger agreement (assuming for such purposes, reasonable consultation with the executive officers of 1Life)) and did not result from or arise out of the announcement or pendency of, or any actions required to be taken by such 1Life (or to be refrained from being taken by 1Life) pursuant to the merger agreement, which event or circumstance, or any consequence thereof, becomes known to the 1Life Board prior to obtaining the approval of the 1Life stockholders; except that none of the following will constitute, be deemed to contribute to or otherwise be taken into account in determining whether there has been a 1Life intervening event: (i) any changes in the market price or trading volume of 1Life common stock, (ii) the fact that One Medical or any of its subsidiaries meet or exceed or fail to meet or exceed internal or published projections, forecasts or revenue or earnings predictions for any period and (iii) any changes generally affecting the industries in which One Medical operates or in the economy generally or other general business, financial or market conditions.

Efforts to Obtain Required Stockholder Approval

During the pre-closing period, Iora has agreed to use its reasonable best efforts to obtain an executed joinder agreement from each Iora stockholder who has not already executed a joinder agreement. Additionally, Iora has agreed to use its commercially reasonable efforts to deliver the Iora written consent of stockholders to 1Life within two (2) business days following the effectiveness of this proxy statement/prospectus/consent solicitation statement.

1Life has agreed to, as promptly as practicable following the effectiveness of this proxy statement/prospectus/consent solicitation statement, give notice of and convene and hold the 1Life special meeting in accordance with the 1Life charter, the 1Life bylaws and the applicable rules and regulations of Nasdaq for the purposes of obtaining the approval of the 1Life stockholders with respect to the contemplated transactions. 1Life has agreed to use its reasonable best efforts to obtain such approval.

Once the 1Life special meeting has been convened and noticed, 1Life will not postpone or adjourn the 1Life special meeting without the consent of Iora (other than: (A) to solicit additional proxies for the purpose of obtaining the approval of the 1Life stockholders because at the scheduled time of the 1Life special meeting there are not sufficient votes to approve and adopt any of the contemplated transactions subject to approval by the 1Life stockholders; provided, that the 1Life special meeting is not postponed or adjourned to a date that is more than 30 days after the date for which the 1Life special meeting was originally scheduled, (B) to obtain a quorum of its stockholders present or represented by a proxy at the 1Life special meeting; or (C) as reasonably determined by 1Life to comply with applicable law). If the 1Life Board makes a parent adverse recommendation change, it will not alter the obligation of 1Life to submit the adoption of the merger agreement, approval of the issuance of 1Life common stock as contemplated by the merger agreement, to the holders of 1Life common stock at the 1Life special meeting to consider and vote upon, unless the merger agreement has been terminated in accordance with its terms prior to the approval of the 1Life stockholders.

66

Prior to closing of the merger, Iora will take all actions that may be required or appropriate to implement the drag-along right of the voting agreement.

Efforts to Complete the Merger

Subject to the other terms and conditions of the merger agreement, 1Life and Iora have agreed, and will cause each of their respective subsidiaries and the affiliated practices, to use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws to consummate and make effective the contemplated transactions and to use their respective reasonable best efforts to cause the conditions to each party’s obligation to close the contemplated transactions to be satisfied, including using reasonable best efforts to take all actions necessary to obtain all licenses, certificates, permits, approvals, clearances, expirations, consents, waivers or terminations of applicable waiting periods, authorizations, qualifications and orders of any governmental authority, each of such items we refer to as a governmental consent, required for the satisfaction of the conditions with respect to the expiration of the HSR waiting period and the healthcare regulatory notices to be provided by Iora. The parties have agreed to cooperate fully with each other to the extent necessary in connection with the foregoing, and will provide copies of any filing to be made with a governmental authority to the non-filing Party, other than the HSR Act filing, prior to submitting such filing, and the parties will agree on the content of any such filing prior to its submission to a governmental authority.

In connection with the efforts referenced above, 1Life and Iora will promptly make all filings which may be required for the satisfaction of the conditions related to the expiration of the HSR waiting period and the healthcare regulatory notices to be provided by Iora by each of them in connection with the consummation of the contemplated transactions. Notwithstanding anything to the contrary contained in the merger agreement, 1Life and Iora have agreed to make their respective filings under the HSR Act no later than ten (10) business days following the date of the merger. Such filings under the HSR Act were made on June 18, 2021. In addition, 1Life and Iora have agreed, and will cause each of their subsidiaries and the affiliated practices, to cooperate and to use their respective reasonable best efforts to take all actions necessary to obtain any governmental consents required for the closing of the merger and to respond as promptly as practicable to any requests for information from any governmental authority regarding the contemplated transactions, and to use their respective reasonable best efforts to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the contemplated transactions under any applicable law. 1Life and Iora have agreed to furnish to the other such necessary information and assistance as the other party may reasonably request in connection with the preparation of any necessary filings or submissions by it to any governmental authority necessary to consummate the contemplated transactions.

In connection with the efforts referenced above, 1Life and Iora will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other in advance (to the extent legally permissible), any analyses, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with any legal proceedings under or relating to any governmental consent. Without limiting the generality of the foregoing, in connection with the merger agreement, the contemplated transactions, any related agreements and the transactions contemplated thereby, the parties agree to (i) give each other reasonable advance notice of all meetings with any governmental authority relating to any applicable laws, (ii) give each other an opportunity to participate in each of such meetings, (iii) give each other reasonable advance notice of all substantive oral communications with any governmental authority relating to any applicable laws, (iv) if any governmental authority initiates a substantive oral communication regarding any applicable laws, to promptly notify the other party of the substance of such communication, (v) provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a governmental authority regarding any applicable laws, and (vi) provide each other with copies of all substantive written communications from any governmental authority relating to any applicable

67

laws. Any disclosures or provision of copies by one party to the other may be made on an outside counsel basis, if appropriate. Except as prohibited or restricted by applicable law, each party or its attorneys will provide the other party or its attorneys the opportunity to review all substantive correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or its representatives, on the one hand, and any governmental authority, on the other hand, with respect to the merger agreement, the contemplated transactions, any related agreements or the transactions contemplated thereby.

Iora Employee Benefits Matters

Until at least December 31, 2021, which we refer to as the benefits continuation period, 1Life will provide, or will cause the surviving corporation or any of their respective subsidiaries to provide, for each employee of Iora or its subsidiaries who continues as an employee of 1Life, the surviving corporation or any of their respective subsidiaries during the benefits continuation period, which persons we collectively refer to as the continuing employees, with (i) base salary or base compensation, as applicable, that is no less than the base salary or base compensation, as applicable, provided to each such continuing employee by Iora or its subsidiaries immediately prior to the effective time, and (ii) retirement, health and welfare benefits that are no less favorable, in the aggregate, than (A) the retirement, health and welfare benefits that are provided to each such continuing employee by Iora or its subsidiaries immediately prior to execution of the merger agreement or, if more favorable, (B) similarly situated employees of 1Life, as determined in the sole discretion of 1Life. In addition, during the benefits continuation period, 1Life will provide, or will cause the surviving corporation or any of their respective subsidiaries to provide, severance payments and benefits to each continuing employee whose employment is terminated by 1Life, the surviving corporation or any of their respective subsidiaries other than for cause during the benefits continuation period that are no less favorable, in the aggregate, than the severance payments and benefits that are provided to similarly situated employees of 1Life at the time of such termination.

With respect to each health or welfare benefit plan maintained by 1Life, the surviving corporation or the relevant subsidiary for the benefit of any continuing employees, (i) 1Life will use reasonable best efforts to cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan, (ii) 1Life will use reasonable best efforts to cause continuing employees to receive credit for purposes of eligibility (including for purposes of any vacation, sick, personal time off plans or programs) and vesting for years of service with Iora and/or any of its subsidiaries prior to the effective time in the applicable welfare benefit plans and defined contribution plan of 1Life and (iii) 1Life will use reasonable best efforts to cause each continuing employee to be given credit under such plan for all amounts paid by such continuing employee under any similar Iora plan for the plan year that includes the closing date for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the applicable plan maintained by 1Life or the surviving corporation (or its relevant subsidiary), as applicable, for the plan year in which the closing date occurs.

To the extent requested in writing by 1Life at least five business days prior to the closing date, Iora will take all actions that may be necessary under Iora’s 401(k) plan to terminate Iora’s 401(k) plan at least one day prior to, but effective upon the consummation of, the effective time. In connection with the termination of Iora’s 401(k) plan, 1Life will take any and all actions as may be reasonably required to permit each continuing employee to make rollover contributions of “eligible rollover distributions” (within the meaning of the Code) in an amount equal to the full account balance distributed or distributable to such continuing employee from such Iora 401(k) plan to a 1Life plan that is qualified within the meaning of the Code, each of such plans we refer to as a 1Life qualified plan. If Iora’s 401(k) plan is terminated as described above, the continuing employees will be eligible to participate in a 1Life qualified plan as of the closing date.

1Life will, or will cause the surviving corporation or its subsidiaries to, pay to each continuing employee who remains employed with 1Life, the surviving corporation or its subsidiaries through December 31, 2021, at the same time or times that 1Life or the surviving corporation pay annual bonuses in respect of the 2021

68

performance period to other similarly situated employees of 1Life, but in no event later than March 15, 2022, a bonus for the 2021 performance period, which bonus we refer to as the 2021 annual bonus, that is no less than the sum of (i) the portion of 2021 annual bonus accrued between January 1, 2021 and through and including the closing date in respect of each continuing employee under the applicable cash incentive plan of Iora or its subsidiaries, and (ii) the 2021 annual bonus earned by such continuing employee for the period following the closing date through the remainder of calendar year 2021, based on actual performance as determined reasonably and in good faith by the 1Life Board or a committee of the 1Life Board based on actual results (and after giving appropriate effect to the contemplated transactions and actions taken by 1Life in connection therewith that affect the surviving corporation and its subsidiaries).

Director and Officer Indemnification and Insurance

1Life will cause the surviving corporation to perform (including with respect to advancement of expenses) its obligations, if any, to defend, hold harmless, indemnify and advance expenses to any present and former directors, officers, employees, and agents of Iora, its subsidiaries and the affiliated practices and all other persons who may presently serve or have served at Iora’s or any of its subsidiaries’ or affiliated practices’ request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, which parties we collectively refer to as the D&O indemnified parties, under the Iora charter, the Iora bylaws or equivalent organizational or governing documents of Iora or any of its subsidiaries, in each case in effect as of the date of the merger agreement (to the extent consistent with applicable law), as well as any rights to indemnification and advancement of expenses provided in employment agreements or indemnification agreements between each of Iora, its subsidiaries or an affiliated practice, on the one hand, and any D&O indemnified parties, on the other hand. 1Life, from and after the closing date, will cause the organizational documents of the surviving corporation to contain provisions no less favorable to the D&O indemnified parties with respect to limitation of certain liabilities of directors, officers, employees and agents and indemnification than are set forth as of the date of the merger agreement in the Iora charter, Iora bylaws or equivalent organizational or governing documents of any of Iora’s subsidiaries, which provisions in each case will not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the D&O indemnified parties.

Prior to the effective time, Iora will purchase “tail” coverage for the D&O indemnified parties in a form acceptable to 1Life, which will provide such D&O indemnified parties with coverage for six years following the effective time in an amount not less than the existing coverage and that will have other terms not materially less favorable to the insured persons than the directors’ and officers’ liability insurance coverage (including fiduciary liability insurance) presently maintained by Iora.

Treatment of Iora Equity Awards

Options. Each Iora option that is outstanding immediately prior to the effective time will, automatically and without any required action on the part of the holder thereof, be assumed by 1Life and converted into an option to acquire shares of 1Life common stock with respect to that number of shares of 1Life common stock equal to the product of (x) the number of shares of Iora common stock subject to such Iora option as of immediately prior to the effective time, multiplied by (y) the exchange ratio, rounded down to the nearest whole number of shares of 1Life common stock, and at an exercise price per share of 1Life common stock equal to the quotient obtained by dividing (A) the per share exercise price of such Iora option by (B) the exchange ratio, rounded up to the nearest whole cent.

Unvested Phantom Stock Awards. Each Iora unvested phantom stock award, will, automatically and without any required action on the part of the holder thereof, be assumed by 1Life and converted into the right to receive the unvested phantom cash award. Each unvested phantom cash award will remain subject to the same terms and conditions as were applicable to the underlying unvested phantom stock award immediately prior to the effective time; provided, that such awards will vest and become payable on the earlier to occur of (i) the time-

69

based vesting dates or such earlier date as may be determined by 1Life in a manner that complies with Section 409A of the Code and (ii) to the extent that an unvested phantom cash award provides for acceleration on a “Payment Date” (in accordance with the terms of, and as defined in, Iora’s option plan), a Payment Date that occurs subsequent to the closing of the merger. Merger consideration value means an amount equal to the quotient obtained by dividing (A) the product of (i) merger consideration and (ii) 1Life’s closing stock price and (B) Iora’s fully diluted share number.

Vested Phantom Stock Awards. Each Iora vested phantom stock award will, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive the vested phantom stock award consideration. 1Life will, or will cause the surviving corporation to, deliver the vested phantom stock award consideration to each holder of vested phantom stock awards, less any required withholding taxes and without interest, within five (5) business days following the effective time.

Warrants. Each Iora warrant that is unexpired, unexercised and outstanding as of the effective time will, by virtue of the merger and without any action on the part of 1Life, Merger Sub, Iora or the holder thereof, be cancelled.

Other Covenants and Agreements

The merger agreement contains certain other covenants and agreements, including covenants relating to:

70

Conditions to Completion of the Merger

The respective obligations of 1Life, Merger Sub and Iora to effect the merger are subject to the satisfaction (or waiver, if permissible under applicable law) on or prior to the closing of the merger of the following conditions:

In addition, the obligations of 1Life and Merger Sub to effect the merger are further subject to the satisfaction (or waiver, if permissible under applicable law) on or prior to the closing of the merger of the following conditions:

71

72

In addition, the obligation of Iora to effect the merger is further subject to the satisfaction (or waiver, if permissible under applicable law) on or prior to the closing of the merger of the following conditions:

73

Indemnification

Scope of Indemnification Obligation

From and after the effective time, by virtue of the merger and subject to the terms, conditions and limitations of the merger agreement, the Iora stockholders will, severally (in accordance with each Iora stockholder’s pro rata portion), but not jointly, indemnify and hold harmless the surviving corporation, 1Life, and their respective directors, officers, employees, affiliates, agents, successors and assigns, such persons we collectively refer to as the 1Life indemnified parties, from and against any and all losses of such person, which losses we refer to as 1Life indemnifiable losses, arising out of or resulting from:

Survival of Representations, Warranties and Covenants

If the merger is consummated, other than as set forth below, the representations and warranties of the parties contained in the merger agreement or in any schedule, exhibit or certificate expressly required to be

74

delivered under the merger agreement will survive the closing until 11:59 pm (Pacific Time) on the date that is one (1) year following the closing date; provided, however that, regardless of any investigation made by or on behalf of any of the parties, the representations and warranties (i) of Iora related to organization, standing, corporate power and subsidiaries; capitalization; authority and voting requirements; taxes; and brokers and other advisors, which we collectively refer to as the Iora fundamental representations, and of 1Life related to organization, standing, corporate power and subsidiaries; capitalization; authority and voting requirements; and brokers and other advisors, which we collectively refer to as the 1Life fundamental representations, will survive the closing until the later of (A) six years and (B) 60 days after the expiration of the longest statute of limitations applicable to each such representation or warranty, after giving effect to any waiver, mitigation, tolling or extension thereof; and (ii) of Iora related to certain healthcare regulatory matters, which we refer to as the Iora regulatory representations, will survive the closing until 11:59 pm (Pacific Time) on the date that is 18 months following the closing date. Any indemnification claim based on fraud will survive the closing until the later of (A) six years and (B) 60 days after the expiration of the longest statute of limitations applicable to such claim, after giving effect to any waiver, mitigation, tolling or extension thereof. Any indemnification claim pursuant to the indemnifiable matters (other than a representation breach) will survive the closing until 11:59 pm (Pacific Time) on the date that is 18 months following the closing date (the foregoing survival periods, as applicable, we refer to as the survival period).

Limitation on Indemnification Obligations

The 1Life indemnified parties will not be entitled to make an indemnification claim for any representation breach (other than with respect to the Iora fundamental representations) unless and until (i) the aggregate amount of 1Life indemnifiable losses for such claim (or series of claims) with respect to any such representation breach equals or exceeds $15,000, which we refer to as the per claim threshold, and (ii)(A) the aggregate amount of all such 1Life indemnifiable losses suffered by the 1Life indemnified parties, with respect to such representation breaches (other than 1Life regulatory representations), exceed $10,000,000 and (B) the aggregate amount of all such 1Life indemnifiable losses suffered by the 1Life indemnified parties, with respect to 1Life regulatory representations, exceed $1,000,000, which we refer to as a representation threshold, in which event the 1Life indemnified parties will be entitled to indemnification for all such losses in excess of the representation threshold, subject to the other limitations set forth in the merger agreement; except, that neither the per claim threshold nor the representation threshold will apply in the case of fraud or representation breaches with respect to the Iora fundamental representations.

Subject to the foregoing thresholds, recovery from the indemnity escrow fund is the primary, but not the exclusive, remedy for 1Life indemnifiable losses arising out of or resulting from a representation breach of (A) an Iora fundamental representation or (B) subject to the representation threshold, an Iora regulatory representation; or (C) based on fraud (except in respect to the fraud persons (as defined below)). If, and only if and to the extent, there are no funds remaining in the indemnity escrow fund available for recovery in respect of 1Life indemnifiable losses arising out of or resulting from a representation breach or fraud, any additional liability for such 1Life indemnifiable losses will be satisfied first, from 1Life’s R&W policy retention amount, second, from the R&W policy, and finally, once each of 1Life’s R&W policy retention amount and the R&W policy has been exhausted, directly from the Iora stockholders on a several and not a joint basis (in accordance with each Iora stockholder’s pro rata portion thereof).

Recovery from the indemnity escrow fund is the sole and exclusive remedy for 1Life indemnifiable losses related to certain indemnifiable matters, including all representation breaches other than those described in the foregoing paragraph.

In the case of fraud, the 1Life indemnified parties are entitled to recover any 1Life indemnifiable losses directly from (A) the Iora stockholder(s) who perpetrated such fraud or had actual knowledge of such fraud at the time such fraud was committed, such person(s) we refer to as the fraud person(s), on a several and not a joint basis (in accordance with each such fraud person’s pro rata portion thereof) and (B) subject to the foregoing, any

75

Iora stockholder(s) who are not Fraud Person(s) directly from such Iora stockholder(s) on a several and not a joint basis (in accordance with each such Iora stockholder’s pro rata portion thereof); provided, that, the aggregate amount of 1Life indemnifiable losses for such Iora stockholders will not exceed the merger consideration actually received by such Iora stockholder(s).

Notwithstanding anything to the contrary herein, the maximum aggregate liability of an Iora stockholder to 1Life or any other 1Life indemnified party for 1Life indemnifiable losses in connection with (i) (A) the breach of the representations and warranties contained in the merger agreement, other than the Iora fundamental representations and the Iora regulatory representations, and (B) any indemnifiable matter (other than a representation breach), in each case, will be limited to the indemnity escrow fund; (ii) representation breaches with respect to Iora regulatory representations will be limited to five percent (5%) of the aggregate portion of the merger consideration (as such amount may be adjusted pursuant to the merger agreement) actually received by such Iora stockholder under the merger agreement other than in the case of fraud and (iii) all other matters for which indemnification is available under the indemnification provisions of the merger agreement will be limited to the aggregate portion of the merger consideration (as such amount may be adjusted pursuant to the merger agreement) actually received by such Iora stockholder under the merger agreement, other than in the case of 1Life indemnifiable losses based on fraud perpetrated by the fraud person(s).

The sole recourse for the special indemnity will be recovery from the special indemnity escrow fund.

Other than with respect to (i) specific performance or other equitable relief made pursuant to the merger agreement, or (ii) remedies expressly provided under any joinder agreement, the indemnification provisions of the merger agreement constitute the sole and exclusive remedy after the closing for recovery against or from the Iora Stockholders by the 1Life indemnified parties pursuant to or in connection with the merger agreement and the contemplated transactions.

Escrow Shares Recovery by 1Life and Distribution

Within two (2) business days (except as provided in the escrow agreement) of receipt of written instructions or a settlement memorandum, the escrow agent will disburse escrowed shares held in the applicable escrow fund, but only to the extent that escrowed shares remain in the escrow fund. All distributions of any part of the escrow fund will be made by delivering or causing to be delivered book-entry shares representing the number of escrowed shares to be released to 1Life or to whom the transfer will be made as applicable, in each case, as set forth in the joint instructions.

Within five (5) business days following the termination of the escrow fund, which will occur on the 18-month anniversary of the closing date with respect to the indemnity escrow fund and on the 36-month anniversary of the closing date with respect to the special indemnity escrow fund, the escrow agent will deliver to the exchange agent the balance of the indemnity escrow fund or the special indemnity escrow fund, as applicable, (representing a number of shares of 1Life common stock) for distribution to the Iora stockholders as provided in the escrow agreement (based on their pro rata portion), less any amounts (calculated by reference to 1Life’s announcement stock price) that would be necessary to satisfy any then pending and unsatisfied or unresolved claim for indemnification for any 1Life indemnifiable loss pursuant to the indemnity provisions of the merger agreement delivered to the stockholders’ representative in accordance with and subject to the terms and limitations of the indemnity provisions of the merger agreement if such claim(s) were resolved in full in favor of the 1Life indemnified parties (which amounts will continue to be held in the indemnity escrow fund until the related claims have been finally resolved). Promptly following the time that any such pending and unsatisfied or unresolved claims will thereafter have been resolved, the escrow agent will deliver to the exchange agent or the surviving corporation, as applicable, the remaining portion of such undistributed amount for distribution to the Iora stockholders, if any, not used to satisfy such claims to the Iora stockholders as provided in the escrow agreement (based on their pro rata portion).

76

Termination of the Merger Agreement

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

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

The merger agreement may be terminated and the contemplated transactions abandoned at any time prior to the effective time by 1Life:

Termination Fees and Expenses; Liability for Breach

If Iora terminates the merger agreement following a 1Life triggering event, then 1Life will pay Iora a fee equal to $50 million within two business days after such termination.

If Iora or 1Life terminates the merger agreement because the 1Life stockholder approvals were not obtained, then 1Life will (i) pay Iora an amount in cash equal to all reasonable out-of-pocket fees and expenses

77

actually incurred by Iora in connection with the merger agreement and the contemplated transactions, up to a maximum of $10 million and (ii) if requested by Iora in writing within three days of such termination, advance an amount no greater than any undrawn amount of the 1Life term loan within ten (10) business days following the date on which Iora submits to 1Life true and correct copies of reasonable documentation supporting such expenses.

If 1Life terminates the merger agreement following an Iora triggering event, then Iora will pay 1Life a fee equal to $50 million within five business days after such termination.

Except as discussed above, each party will bear its own expenses incurred in connection with the negotiation, execution and performance of the merger agreement and each other agreement, document and instrument contemplated by merger agreement and the consummation of the contemplated transactions. Following termination, in addition to any termination fee or expense reimbursement, each party will have the right to pursue damages and other relief for the other party’s fraud or willful and intentional breach of the merger agreement prior to the termination of the merger agreement.

Amendments and Waivers

Subject to applicable law, the merger agreement can be amended, supplemented or modified only by written instrument making specific reference to the agreement signed by the party against whom enforcement of any such amendment, supplement, modification is sought. At any time prior to the effective time, any party may, subject to applicable law, (a) waive any inaccuracies in the representations and warranties of any other party, (b) extend the time for the performance of any of the obligations or acts of any other party or (c) waive compliance by the other party with any of the agreements contained in the merger agreement or, except as otherwise provided in the merger agreement, waive any of such party’s conditions. Any agreement on the part of a party to any such extension or waiver will be valid only if set forth in an instrument in writing signed on behalf of such party.

Specific Performance

The parties agree that irreparable damage would occur in the event that any of the provisions of the merger agreement were not performed in accordance with their specific terms or were otherwise breached. The parties have accordingly agreed that each will be entitled (without the requirement to post a bond or other security) to an injunction or injunctions to prevent breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement, this being in addition to any other remedy to which they are entitled at law or in equity. Each of Iora, on the one hand, and 1Life and Merger Sub, on the other hand, have agreed not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of the merger agreement by Iora or 1Life or Merger Sub, as applicable, and to specifically enforce the terms and provisions of the merger agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of Iora or 1Life and Merger Sub, as applicable, under the merger agreement.

78

THE MERGER

This section and the section titled “The Merger Agreement” describe the material aspects of the merger, including the merger agreement. While 1Life and Iora believe that the following description covers the material terms of the merger, the description may not contain all of the information that is important to you. 1Life and Iora encourage you to read carefully this entire proxy statement/prospectus/consent solicitation statement, including the merger agreement attached to this proxy statement/prospectus/consent solicitation statement as Annex A, for a more complete understanding of the merger.

Background of the Merger

1Life periodically evaluates a variety of financial and strategic opportunities as part of its long-term strategies to enhance value for its stockholders, including potential acquisitions, divestitures, business combinations and other transactions. In this regard, 1Life from time to time meets with other parties to discuss potential strategic opportunities. Such meetings have included meetings with Iora and other companies. In connection with evaluating these possible strategic and other opportunities, from time to time the 1Life Board has conferred with Morgan Stanley. 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 One Medical operates and its knowledge of One Medical’s business and affairs.

As part of its ongoing evaluation of its business, Iora’s Board and senior management regularly review opportunities to increase stockholder value and pursue strategic opportunities, including raising capital through private financings or a potential IPO, as well as expanding its business offerings through potential acquisitions, business combinations, strategic partnerships, and other similar transactions. In this regard, Iora has periodically sought the advice of financial advisors, legal counsel and other consultants and experts to evaluate these strategic opportunities. In the summer of 2020, Iora and its board embarked on an effort to raise additional equity capital to fund Iora’s ongoing operations and expansion plans. After considering a number of financial institutions, the Iora Board engaged Credit Suisse to assist Iora’s effort to raise additional capital based on Credit Suisse’s qualifications, expertise and reputations, including their relevant experience and knowledge in the healthcare sector. Shortly thereafter, Iora and Credit Suisse initiated efforts to identify and make initial contacts with potential sources of equity capital.

On September 3, 2020, Rushika Fernandopulle, M.D., MPP, Co-Founder and Chief Executive Officer of Iora emailed Amir Dan Rubin, Chair, Chief Executive Officer and President of 1Life, to suggest they get together to discuss developments in the healthcare industry. Messrs. Rubin and Fernandopulle had known each other for many years and periodically connected at healthcare conferences and other forums to share insights on developments and innovations in healthcare.

On September 30, 2020, Messrs. Rubin and Fernandopulle had a virtual meeting where they discussed the foregoing, as well as ways that 1Life and Iora might be able to work together for their mutual benefit. During this meeting, Mr. Rubin also indicated that 1Life might be interested in exploring a business combination with Iora and, in response, Mr. Fernandopulle suggested the two companies explore the idea more fully.

In the days following the September 30, 2020 virtual meeting, Mr. Fernandopulle called the members of Iora’s ad hoc finance committee, which we refer to as the Iora Finance Committee, which included Christopher J. McKown, Co-Founder and Executive Chairman, and Iora Board members Liam Donohue, Michael A. Greeley and Dhiraj Malkani, to describe these discussions who expressed support for further exploring these discussions with 1Life.

On October 27, 2020, Mr. Rubin, Bjorn Thaler, Chief Financial Officer of 1Life, and Andrew Diamond, Chief Medical Officer of 1Life, had a virtual meeting with Mr. Fernandopulle and Alexander Packard, President of Iora, to discuss a potential business combination transaction.

79

On November 4, 2020, Messrs. Rubin and Fernandopulle had a telephone call in which Mr. Rubin indicated that 1Life was interested in conducting further diligence and analysis to explore a potential business combination with Iora. Mr. Fernandopulle expressed his support for additional discussions and analysis, but also indicated that Iora was actively seeking to raise additional equity capital.

Over the next several days, Mr. Fernandopulle conferred with members of the Iora Finance Committee, and on November 6, 2020, convened a meeting of the Iora Finance Committee to update them on the ongoing discussions with 1Life. At the same meeting, Mr. Fernandopulle and the Iora Finance Committee also discussed expanding the scope of its financial advisor engagement with Credit Suisse to potentially include third party acquisition interest.

On November 9, 2020, 1Life and Iora entered a mutual non-disclosure agreement to facilitate their exploratory discussions and due diligence in support of a potential business combination transaction, as more fully described in the section titled “The Merger—Confidentiality Agreements.”

On November 19, 2020, the 1Life Board held a regularly scheduled meeting with Mr. Thaler, Lisa Mango, General Counsel and Secretary of 1Life, in attendance. Among other matters, Mr. Rubin provided an overview of Iora’s business, which focused on Iora’s approach to primary care and its philosophical alignment with 1Life, as well as his assessment of Iora’s reputation in the marketplace.

On November 21, 2020, the Iora Board held a meeting where Mr. Fernandopulle presented an update on Iora’s fundraising efforts as well as the ongoing discussions with 1Life. The Iora Board confirmed their support of moving forward with its fundraising efforts and the discussions with 1Life.

On December 8, 2020, Messrs. Rubin and Fernandopulle brought together members of their respective leadership teams to review Iora’s clinical, operational, and technology components.

On December 10, 2020, Messrs. Rubin and Fernandopulle had a telephone call to discuss elements of Iora’s financial model.

On December 13, 2020, a subset of independent directors of the 1Life Board consisting of Bruce W. Dunlevie, Robert R. Schmidt and Paul R. Auvil, which we refer to as the Board subgroup, held a meeting with Messrs. Rubin and Thaler and Ms. Mango in attendance during which, among other things, the attendees discussed the status of 1Life’s discussions with Iora, including the strategic rationale for a potential transaction, potential next steps and related matters. Senior members of 1Life management continued to consult the Board subgroup regularly regarding the key issues related to a potential transaction with Iora based on the constituent directors’ independence, experience with strategic transactions, existing roles within the 1Life Board and willingness to serve in such roles. In addition, Morgan Stanley attended several meetings of the Board subgroup.

During the course of the following week, representatives of each of 1Life and Iora held a series of virtual meetings to discuss Iora’s business, financial performance and other business and operational due diligence matters, as well as potential synergies that could result from a business combination of the two companies.

On December 16, 2020, Messrs. Rubin and Fernandopulle had a telephone call in which the CEOs further discussed the prospects of a potential business combination of the two companies.

On December 18, 2020, the Board subgroup met with Messrs. Rubin and Thaler and Ms. Mango in attendance. Mr. Rubin provided an update on preliminary due diligence matters and the status of discussions with Iora. Following discussion, the Board subgroup confirmed their support for 1Life’s management to pursue further discussions and negotiations with Iora and to submit an initial non-binding indication of interest to acquire Iora on the terms discussed at the meeting. Later that day 1Life submitted a non-binding indication of interest in which 1Life proposed to acquire Iora in an all-stock transaction for 43.4 million shares of 1Life

80

common stock, representing an implied valuation of Iora of $1.75 billion based on the closing share price of 1Life common stock as of such time, and seeking a period of exclusivity in which to complete its confirmatory due diligence and negotiate definitive transaction agreements for the proposed transaction, which we refer to as the December 18 Proposal.

On December 20, 2020, the Iora Finance Committee met by video conference to discuss the December 18 Proposal. Members of Iora’s senior management team, as well as representatives from Credit Suisse and Skadden, Arps, Slate, Meagher & Flom LLP, Iora’s outside counsel for a potential business combination with 1Life, which we refer to as Skadden, also attended the meeting. During the meeting, the Iora Board discussed the status of Iora’s efforts to raise additional equity capital, Iora’s recent engagement with 1Life regarding a potential business combination transaction and the December 18 Proposal. After discussion, the Iora Finance Committee determined that the December 18 Proposal was insufficient in order for the Iora Board to abandon its current business strategy and efforts to raise additional equity capital.

On December 21, 2020, Messrs. Rubin and Fernandopulle spoke by telephone to discuss the December 18 Proposal. Mr. Fernandopulle conveyed to Mr. Rubin that the December 18 Proposal was inadequate in order for Iora to abandon its stand-alone business strategy and efforts to raise additional equity capital. Based on this response, Mr. Rubin requested additional time and additional diligence materials for 1Life to conduct more diligence on Iora in order to potentially improve its transaction proposal.

On December 24 and 28, 2020, Messrs. Rubin and Fernandopulle spoke by telephone to further discuss the December 18 Proposal in more detail as well as the additional due diligence materials provided. On December 28, 2020, the Board subgroup met with Messrs. Rubin and Thaler and Ms. Mango in attendance. Mr. Rubin provided the Board subgroup with an update on his discussions with. Mr. Fernandopulle and Iora’s rejection of the December 18 Proposal. The Board subgroup discussed next steps with respect to Iora and other potential strategic acquisition opportunities. Following discussion, the Board subgroup authorized Mr. Rubin to submit a revised non-binding indication of interest to acquire Iora for 48.5 million shares of 1Life common stock, implying a valuation of Iora of $2.1 billion based on the closing share price of 1Life common stock as of such time, which we refer to as the December 28 Proposal.

Later that day, 1Life sent its December 28 Proposal to Iora and on January 4, 2021, the Iora Board, as well as other representatives from Iora senior management, Credit Suisse and Skadden met by video conference to discuss the December 28 Proposal. After discussion, the Iora Board determined the December 28 Proposal was insufficient in order for the Iora Board to abandon its current business strategy and efforts to raise additional equity capital.

On January 4 and 8, 2021, Messrs. Rubin and Fernandopulle spoke virtually to further discuss the December 28 Proposal. Mr. Fernandopulle conveyed to Mr. Rubin that the Iora Board believed the December 28 Proposal was still inadequate in order for the Iora Board to abandon Iora’s current business strategy but Mr. Fernandopulle also provided guidance that any transaction would need to imply a valuation of Iora of at least $2.3 billion at the time of the announcement of a transaction in order for Iora to move forward with discussions with 1Life. Mr. Fernandopulle also provided an illustrative term sheet for the proposed transaction requesting certain additional terms, including no indemnification of 1Life by Iora stockholders, and Iora Board representation on the combined company’s board of directors.

On January 11, 2021, the Board subgroup met with Messrs. Rubin and Thaler and Ms. Mango in attendance. Mr. Rubin provided the Board subgroup with a status update on his discussions with Mr. Fernandopulle. The Board subgroup discussed various deal considerations and the strategy for the discussions with Iora.

On January 13, 2021, 1Life sent Iora a revised non-binding indication of interest to Iora, which implied a valuation of Iora of $2.3 billion and indicating that the purchase price would be paid in shares of 1Life common stock at an exchange rate that would be determined prior to the announcement of a transaction, which we refer to as the January 13 Proposal.

81

On January 15, 2021, the Iora Finance Committee, as well as other representatives from Iora senior management, Credit Suisse and Skadden met by video conference to discuss the January 13 Proposal. After discussion, the Iora Finance Committee authorized Mr. Fernandopulle and the management team, as well as Credit Suisse and Skadden, to commence negotiations with 1Life and its advisors regarding the terms of a potential business combination transaction based on the general terms set forth in the January 13 Proposal.

On January 15 and 18, 2021, Messrs. Rubin and Fernandopulle spoke by telephone and met in person, respectively, to discuss the January 13 Proposal.

On January 18, 2021, Messrs. Rubin and Fernandopulle met in person in Palo Alto, California to further discuss a potential business combination and on January 19, 2021, Messrs. Rubin, Diamond and Doug Gunderson, Senior Vice President of Operations at 1Life, and Mr. Fernandopulle met in Phoenix, Arizona to tour 1Life and Iora facilities and exchange additional financial and due diligence information.

During the weeks that followed, 1Life conducted extensive due diligence of non-public information related to Iora and organized a number of virtual meetings between Iora management teams and representatives of 1Life and Iora to conduct due diligence.

On February 2, 2021, 1Life received instructions from Credit Suisse, which included guidance on the terms Iora would like included in 1Life’s revised proposal, including terms addressing the determination of how many 1Life shares would be issued in the transaction, governance of the combined company, a path to liquidity for Iora stockholders following completion of the transaction and receipt of 1Life shares, transaction certainty, conditions and approvals, necessary confirmatory diligence, and a proposed timeline indicating 1Life’s ability to complete its due diligence by March 5, 2021.

On February 3, 2021, 1Life and Iora executed a supplemental confidentiality agreement to facilitate the exchange of potentially sensitive commercial information, as more fully described in the section titled “The Merger—Confidentiality Agreements.”

On February 5, 2021, the 1Life Board subgroup met with Messrs. Rubin and Thaler, Ms. Mango, and representatives of Morgan Stanley in attendance. Representatives of Morgan Stanley discussed certain market and financial perspectives and reviewed certain preliminary financial analyses relating to Iora.

On February 8, 2021, the 1Life Board held a special meeting with Mr. Thaler, Ms. Mango and representatives of Morgan Stanley in attendance. Mr. Rubin provided the 1Life Board with an overview of a potential strategic transaction with Iora, including an overview of Iora’s business and anticipated operational and strategic synergies, and summarized the material terms of the proposed transaction with Iora and preliminary due diligence findings. Morgan Stanley then discussed the competitive landscape. At this meeting the 1Life Board authorized the previously constituted Board subgroup to oversee 1Life management’s process with Iora and to provide 1Life management with board support and direction in those efforts. Following discussion, the 1Life Board authorized certain members of 1Life’s senior management, including Messrs. Rubin and Thaler and Ms. Mango, to proceed with due diligence and negotiations with Iora with the advice and counsel of the Board subgroup and to submit a non-binding letter of intent to Iora on the proposed terms. Messrs. Rubin and Ms. Mango also discussed with the 1Life Board their recommendation to engage Morgan Stanley in connection with the proposed transaction with Iora and the 1Life Board authorized 1Life management to negotiate an engagement letter with Morgan Stanley, which engagement letter was executed on June 4, 2021.

On February 12, 2021, 1Life submitted a revised non-binding indication of interest to Iora, confirming its implied valuation of Iora of $2.3 billion in the January 13 Proposal and proposing that the purchase price would be paid in shares of 1Life common stock at an exchange rate that would be determined prior to the announcement of a transaction based on the volume-weighted average trading price of 1Life common stock over a mutually agreed period prior to the signing of definitive transaction documents and addressing the other requested terms, which we refer to as the February 12 Proposal. The February 12 Proposal also requested a period of exclusive negotiations to facilitate ongoing negotiations between the parties.

82

On February 23, 2021, 1Life and Iora executed an exclusivity agreement for a period extending through March 12, 2021, which exclusivity agreement was subsequently extended for successive one-week terms through May 18, 2021 in order to facilitate ongoing negotiations between the parties. The foregoing exclusivity agreement contained terms enabling Iora to continue its efforts to seek additional equity capital as an alternative to a business combination transaction with 1Life, and Iora continued these efforts throughout the period of time in which it continued to discuss a potential business combination transaction with 1Life.

During the weeks that followed entry into the exclusivity agreement, 1Life continued to conduct due diligence of non-public information related to Iora, including virtually between management teams and representatives of 1Life and Iora, and Messrs. Rubin and Fernandopulle had periodic check-in calls.

On February 23 and March 5, 2021, 1Life’s outside legal counsel, Cooley LLP, which we refer to as Cooley, sent initial drafts of the merger agreement and the forms of the Iora voting agreement and the Iora joinder agreement, respectively, to Skadden. From this time until the execution of the merger agreement, representatives of Cooley and Skadden negotiated and exchanged drafts of the merger agreement and other transaction documents.

On March 2, 2021, Ms. Munson, Iora’s Chief Financial Officer, informed Mr. Thaler that Iora’s annual financial statements for the year ending December 31, 2020 were not going to be available prior to the then-current targeted announcement date for the proposed transaction. Ms. Munson expressed Iora’s willingness to include provisions in the merger agreement committing Iora to deliver such audit as promptly as practicable in advance of 1Life’s filing of a registration statement for the proposed transaction. Mr. Rubin subsequently informed Mr. Fernandopulle that it was not willing to proceed with the proposed transaction prior to the completion of Iora’s 2020 audited financial statements.

On March 7, 2021, the 1Life Board held a special meeting with Mr. Thaler, Ms. Mango, and representatives of Morgan Stanley in attendance. Mr. Rubin provided an update on the status of a potential transaction with Iora, including an overview of key issues and deal timing. Representatives of Morgan Stanley then discussed the economic terms of the transaction and the impact of potential synergies arising from the acquisition, based on the synergies provided by 1Life.

On March 13, 2021, the 1Life Board held a regularly scheduled meeting with senior management in attendance at which Mr. Rubin reviewed the status of a potential transaction with Iora and the steps taken by management to advance the deal since its last update to the 1Life Board.

On April 1, 2021, the Board subgroup met, with Messrs. Rubin and Thaler and Ms. Mango in attendance. Mr. Rubin provided the Board subgroup with a status update on the potential transaction with Iora and an overview of outstanding key deal issues, including the outstanding 2020 audit, 1Life obtaining representation and warranty insurance, and the potential terms of a working capital loan from 1Life to Iora.

Between May 15 and May 19, 2021, Messrs. Rubin and Fernandopulle spoke virtually on numerous occasions to discuss potential resolution of key terms and issues that had not been resolved by the negotiation teams. During this period of time, the trading price of 1Life stock implied that Iora’s stockholders would hold approximately 30% of 1Life’s outstanding stock on a fully diluted basis based on the Iora valuation set forth in the February 12 Proposal.

On May 19, 2021, Mr. Rubin called Mr. Fernandopulle to convey that, based on Mr. Rubin’s discussions with members of the Board subgroup, Mr. Rubin did not believe the Board would be supportive of Iora shareholders owning more than approximately 25% of 1Life’s stock on a fully diluted basis. Mr. Fernandopulle indicated that Iora viewed this change as a material deviation from the February 12 Proposal, which the Iora Board had relied upon in granting 1Life exclusivity.

83

On May 20, 2021, Ms. Munson informed Mr. Thaler that Iora was in receipt of its audited financial statements for the year ending December 31, 2020. On the same day, the 1Life Board subgroup met, with Messrs. Rubin and Thaler and Ms. Mango in attendance. Mr. Rubin provided an update on the status of a potential transaction with Iora and the attendees discussed Iora’s implied valuation based on the February 12 Proposal in light of 1Life’s then-current stock price.

On May 26, 2021, Mr. Fernandopulle, after consultation with his advisors and the Iora Board, spoke with Mr. Rubin by telephone and proposed an exchange ratio consistent with the February 12 Proposal that would result in Iora stockholders receiving approximately 30% of 1Life’s stock on a fully diluted basis based on 1Life’s then-outstanding stock.

On May 27, 2021, Messrs. Auvil and Schmidt of the Board subgroup, and later Mr. Dunlevie of the Board subgroup, met with Messrs. Rubin and Thaler and Ms. Mango. Mr. Rubin provided an update on the status of negotiations with Iora regarding Iora’s implied valuation and pro forma ownership of 1Life, including Mr. Fernandopulle’s counterproposal.

On May 28, 2021, representatives of Morgan Stanley, as directed by the 1Life Board subgroup, proposed to Credit Suisse a transaction mechanic in which Iora stockholders would receive 53 million shares of 1Life common stock in the proposed transaction, which equated to Iora’s stockholders owning approximately 26% of 1Life’s stock on a fully diluted basis.

On May 30, 2021, Mr. Rubin and Mr. Fernandopulle spoke by telephone and tentatively agreed to support a transaction that implied that Iora’s stockholders would hold 26.75% of 1Life’s stock on a fully diluted basis based on 1Life’s then-outstanding stock, subject to receipt of approval from the boards of each company.

On June 3, 2021, the 1Life Board held a regularly scheduled meeting with Mr. Thaler and Ms. Mango in attendance. Among other matters, Mr. Rubin and Mr. Thaler updated the 1Life Board on the progression of negotiations with Iora and the material open negotiation points remaining with respect to the transaction documents, including valuation, and potential synergies and risks relating to the proposed transaction.

During the period from June 3, 2021 through June 6, 2021, representatives from Skadden and Cooley finalized negotiations and drafting of the proposed definitive documentation for the proposed transaction, including finalizing negotiations of the voting agreements with Carlyle Partners VII Holdings, L.P. and Benchmark Capital Partners V, L.P.

On June 5, 2021 the Iora Board held a special meeting with senior management and representatives of Skadden and Credit Suisse in attendance. Representatives from Skadden presented the then-current legal terms of the proposed transaction and responded to questions from members of the Iora Board. Representatives from Credit Suisse then presented the then-current financial terms of the proposed transaction and responded to questions from members of the Iora Board. Mr. Fernandopulle then summarized for the Iora Board the remaining open issues subject to ongoing negotiation and outlined the timeline for the final approval by the Iora Board and, subject to such approval, the execution of definitive documentation for the proposed transaction.

On June 6, 2021, the 1Life Board held a special meeting with senior management and representatives of Cooley and Morgan Stanley in attendance for portions of the meeting. Representatives of Cooley discussed certain legal matters with the 1Life Board, including the fiduciary duties of directors in connection with the proposed transaction with Iora. The 1Life Board then confirmed that no directors of the 1Life Board had any conflicts of interest with respect to Iora. Mr. Rubin updated the 1Life Board on the final negotiations and discussions with Iora regarding the proposed definitive transaction documentation and the material provisions of the merger agreement, including the assumptions underlying the implied transaction value of Iora and the terms of the working capital loan from 1Life to Iora. Also at this meeting, Morgan Stanley reviewed with the 1Life Board its financial analysis of the Aggregate Consideration (as defined below) to be paid by 1Life pursuant to the

84

merger agreement. Thereafter, 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. The full text of the written opinion of Morgan Stanley is attached to this proxy statement/prospectus/consent solicitation statement as Annex B is incorporated by reference in this proxy statement/prospectus/consent solicitation statement in its entirety. See also the section titled “—Opinion of Financial Advisor to 1Life, Morgan Stanley & Co. LLC” beginning on page 96 of this proxy statement/prospectus/consent solicitation statement. Ms. Mango then noted the resolutions before the 1Life Board. The 1Life Board unanimously approved and declared advisable, fair to and in the best interests of 1Life and its stockholders, the merger agreement, the 1Life voting agreements, the Iora joinder agreements and the merger and the issuance of shares of 1Life common stock in connection therewith, and unanimously recommended that 1Life stockholders vote to adopt the proposal to issue shares of 1Life common stock in connection with the merger.

Throughout Iora’s consideration of the proposed transaction, including its consideration of the December 18 Proposal, the December 28 Proposal, the January 13 Proposal and the February 12 Proposal, the Iora Board and Iora’s senior management met on numerous occasions across various cross-functional teams to evaluate the status of the proposed transaction, alternatives available to Iora, including potential venture financing and an unsolicited non-binding third-party indication of interest at a valuation that the Iora Board determined was unlikely to maximize value for all stockholders, and the terms proposed by 1Life in connection with the proposed transaction. In considering such matters, the Iora Board and Iora’s senior management received financial advice from Credit Suisse and legal counsel from Skadden. On June 6, 2021, the Iora Board held a special meeting with senior management and representatives from Credit Suisse and Skadden also in attendance. During that meeting Mr. Fernandopulle and representatives from Credit Suisse and Skadden updated the Iora Board on the final negotiations and discussions with 1Life regarding the proposed definitive transaction documentation and the material provisions of the merger agreement, including matters relating to indemnification obligations of Iora’s stockholders. Members of the Iora Board asked questions of Skadden and Credit Suisse throughout the meeting, after which, the Iora Board 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) approved and declared advisable, fair to and in the best interests of Iora and its stockholders, the merger agreement and the other agreements contemplated thereby.

Following the approval of the 1Life Board and Iora Board of the merger and the merger agreement, later in the evening on June 6, 2021, the parties executed the merger agreement and the other documentation related to the proposed transaction. Concurrently with the execution of the merger agreement, certain stockholders of Iora beneficially owning an aggregate of approximately 72.9% shares of Iora capital stock on a fully diluted basis delivered joinder agreements to vote their respective shares of Iora stock for the approval and adoption of the merger agreement, and Carlyle Partners VII Holdings, L.P. and Benchmark Capital Partners V, L.P. delivered voting agreements to vote in favor of the issuance of 1Life common stock in connection with the merger.

On June 7, 2021, 1Life issued a press release announcing the merger.

1Life’s Reasons for the Merger; Recommendation of the Stock Issuance by the 1Life Board

In evaluating the merger agreement and the proposal to issue shares of 1Life common stock in connection with the proposed merger, the 1Life Board consulted with 1Life’s management and legal and financial advisors. In connection therewith, the 1Life Board considered a number of reasons, including the following reasons which the 1Life Board viewed as generally supporting its decision to approve and enter into

85

the merger agreement and recommend that 1Life stockholders vote “FOR” approval of the 1Life stock issuance proposal (not necessarily in order of relative importance):

Strategic Factors. The 1Life Board evaluated the following strategic reasons supporting its approval of and entry into the merger agreement:

Other Factors Considered by the 1Life Board. In addition to considering the strategic reasons described above, the 1Life Board considered the following additional reasons, all of which it viewed as supporting its decision to approve the proposed merger:

86

The 1Life Board weighed the advantages and opportunities listed above against the following other reasons identified in its deliberations as weighing negatively against the proposed merger, including the following (not necessarily in order of relative importance):

In view of the factors considered in connection with its evaluation of the proposed merger and the complexity of these matters, the 1Life Board did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the proposed merger and the merger agreement and to make its recommendation to 1Life stockholders. In addition, individual members of the 1Life Board may have given differing weights to different factors. In reaching its determination to approve the proposed merger and the merger agreement, the 1Life Board conducted an overall review of the factors described above, including thorough discussions with 1Life’s management and outside legal and financial advisors.

The 1Life Board unanimously declared that the merger agreement and the transactions contemplated thereby, including the issuance of 1Life common stock to Iora stockholders in connection with the merger, are advisable, fair to and in the best interests of 1Life and its stockholders and approved the merger agreement and the transactions contemplated by the merger agreement, including the issuance of 1Life common stock to Iora stockholders in connection with the merger.

The 1Life Board recommends that 1Life stockholders vote “FOR” the 1Life stock issuance proposal and “FOR” the 1Life adjournment proposal.

87

Iora’s Reasons for the Merger; Recommendation of the Merger by the Iora Board

At a meeting held on June 6, 2021, the Iora Board 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) (a) approved and declared advisable the contemplated transactions and (b) determined that the contemplated transactions, upon the terms and subject to the conditions set forth therein, were advisable, fair to and in the best interests of Iora and its stockholders. In evaluating and ultimately approving the contemplated transactions, the Iora Board, in consultation with Iora management and Iora’s financial and legal advisors, engaged in numerous discussions regarding the contemplated transactions, held meetings, received materials for their review and consideration, and considered the following reasons (which are not in any relative order of importance):

88

In the course of their deliberations, the Iora Board also considered a variety of risks and other potentially negative reasons that included the following (which are not in any relative order of importance):

In addition to considering the reasons described above, the Iora Board considered the fact that some of Iora’s directors and executive officers have other interests in the contemplated transactions that are different from, or in addition to, the interests of Iora’s stockholders generally, as more fully described in the section titled “ —Interests of Iora’s Directors and Executive Officers in the Merger.”

Each of the members of the Iora Board concluded that the potentially negative factors associated with the contemplated transactions were outweighed by the potential benefits that it expected Iora and its stockholders would achieve as a result of entering into the contemplated transactions. Accordingly, the Iora Board determined that the contemplated transactions were in the best interests of, and fair to, Iora and its stockholders.

In view of the wide variety of factors considered by the Iora Board in connection with its evaluation of the contemplated transactions and the complexity of these matters, in reaching their decisions to approve the contemplated transactions, the Iora Board did not quantify or assign any relative weights to the factors considered, and individual directors may have viewed factors differently or given different weight or merit to different factors and/or considered other factors altogether. The Iora Board considered each of the applicable

89

factors as a whole in context of the contemplated transactions, including with the use of thorough discussions with, and questioning of, Iora management and Iora’s financial and legal advisors, and overall considered such factors to be favorable to, and to support, their determination.

This discussion of Iora’s reasons for the merger is forward-looking in nature and involves risks and uncertainties that could result in the expectations contained in such forward-looking statements not to occur, including those risks and uncertainties discussed in the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” beginning on pages 21 and 43, respectively, of this proxy statement/prospectus/consent solicitation statement, which sections should be read in conjunction with this discussion of the Iora Board’s reasons for the merger.

1Life Voting Agreements

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. As of the record date for the 1Life special meeting, the 1Life specific stockholders owned an aggregate of approximately         % of the voting power of the outstanding 1Life common stock calculated in the aggregate. The forms of 1Life voting agreement are incorporated by reference into this proxy statement/prospectus/consent solicitation statement.

Iora Support Agreements

On June 6, 2021, simultaneously with the execution and delivery of the merger agreement, the Support Stockholders of Iora entered into the 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, which we refer to as the Subject Securities, 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 basis.

Subject to the terms and conditions set forth in the Signing Support Agreements, the Support Stockholders agreed, among other things, to vote all Subject Securities for which each such Support Stockholder holds voting rights at the time of such vote or action by written consent, and to vote (or cause to be voted), virtually or by proxy, or deliver (or cause to be delivered) a written consent covering, all the Subject Securities:

The Support Stockholders also (i) agreed to be bound by certain provisions of the merger agreement (including certain indemnity and non-solicitation obligations), (ii) agreed to not enter into any agreement inconsistent with any of the foregoing voting obligations and (iii) granted an irrevocable proxy in favor of 1Life or its designee, in each case, to implement the foregoing voting obligations.

90

The Signing Support Agreements restrict the Support Stockholders, among other things, from, directly or indirectly, transferring any Subject Securities, subject to certain limited permitted transfers.

In addition to the Signing Support Agreements, the closing of the merger agreement is conditioned upon Iora and 1Life obtaining joinder agreements (substantially in the form attached to the merger agreement), which we refer to as Joinder Agreements, from holders of approximately 90% of the voting power of Iora’s capital stock outstanding as of immediately prior to closing. The Joinder Agreements are substantively the same as the Signing Support Agreements except they do not contain the voting commitment because such Joinder Agreements are anticipated to be executed after the effectiveness of the Iora Written Consent.

The obligations described above terminate on the earlier of: (i) the date on which the merger agreement is validly terminated in accordance with its terms and (ii) the date upon which 1Life, Iora and the applicable Support Stockholder mutually agree to terminate the Joinder Agreement.

Loan Agreement

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 merger termination, and the 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 will 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.

Confidentiality Agreements

On November 9, 2020, 1Life and Iora entered into a mutual non-disclosure agreement, which contained customary confidentiality obligations, including a non-solicitation obligation that limits 1Life’s ability to employ or solicit for employment certain employees of Iora and its affiliates for a period of one year from November 9, 2020. The confidentiality agreement will terminate on the later of (a) November 9, 2021, and (b) the date of termination of the contemplated transactions, except that the obligations to protect confidential information against unauthorized use and disclosure will remain effective until November 9, 2022. On February 3, 2021, 1Life and Iora executed a supplemental confidentiality agreement to facilitate the exchange of potentially sensitive commercial information. Neither confidentiality agreement included a standstill provision.

Exclusivity Agreement

On February 23, 2021, 1Life and Iora entered into an exclusivity agreement, pursuant to which Iora agreed not to solicit or engage in discussions relating to any acquisition proposal or enter into any agreement for an acquisition proposal to acquire Iora until March 12, 2021, which was subsequently extended by amendments.

91

Unaudited Financial Information

1Life does not, as a matter of course, make long-term projections as to future performance available to the public other than generally providing, on a quarterly basis, estimated ranges of certain expected financial results and operational metrics for the current or impending fiscal year in its regular earnings press releases and other investor materials. 1Life avoids making public projections for extended periods due to, among other things, the unpredictability of the underlying assumptions and estimates inherent in preparing such forecasts. In connection with evaluating a possible transaction with Iora, however, 1Life’s management provided (i) standalone forecasts for One Medical based on 1Life’s management long range projections through 2023 and extrapolations through 2030, which we refer to as the 1Life Management Case, (ii) standalone forecasts for Iora based on Iora’s management long range projections through 2025 and 1Life’s management extrapolations through 2030, which we refer to as the Iora Seller Case, (iii) standalone forecasts for Iora based on the Iora Seller Case and applying 1Life’s assumptions and forecasts of Iora through 2030, which we refer to as the Iora Base Case, and (iv) prospective financial information with respect to the ability of the combined company to increase its revenue and reduce its costs and capital expenditures following the consummation of the merger through 2030, which we refer to as the Synergies, to the 1Life Board and to Morgan Stanley in connection with the delivery of its financial analyses described in the section titled “The Merger—Opinion of Financial Advisor to 1Life, Morgan Stanley & Co. LLC”. We refer to the 1Life Management Case, Iora Seller Case, Iora Base Case and Synergies as the Forecasts.

The 1Life Management Case was prepared by 1Life management in connection with the contemplated transaction and reflects a forecast based on numerous estimates and assumptions, including One Medical’s continued performance based on historical performance, and 1Life management’s estimation of continued performance.

Iora does not as a matter of course make public projections as to future sales, earnings, or other results. However, the management of Iora has prepared the prospective financial information set forth below to present its long-range projections through 2025. The accompanying prospective financial information was not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of Iora’s management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of Iora management’s knowledge and belief, the expected course of action and the expected future financial performance of Iora. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this this proxy statement/prospectus/consent solicitation statement are cautioned not to place undue reliance on the prospective financial information. Neither Iora’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

Iora management prepared its long range projections through 2025 in connection with its consideration of potential future venture financing or a potential M&A transaction, and reflected a detailed forecast based on Iora’s annual operating plan process and numerous estimates and assumptions, including Iora’s historical performance, and Iora management’s estimates regarding future performance.

After review of the Iora management long range projections through 2025, 1Life’s management extrapolated the data through 2030 to create the Iora Seller Case based on assumptions deemed appropriate by 1Life’s management. The Iora Seller Case included (i) a compound annual membership growth rate of 38% from 2021 to 2025 and 26% from 2025 to 2030; and (ii) a compound annual revenue growth rate of 49% from 2021 to 2025 and 29% from 2025 to 2030.

1Life’s management then prepared the Iora Base Case, based on the Iora Seller Case, 1Life’s due diligence investigation of Iora and assumptions and extrapolations deemed appropriate by 1Life’s management

92

relating to Iora’s business and operations. These assumptions included (i) a compound annual member growth rate of 27% from 2021 to 2025 and 25% from 2025 to 2030; (ii) a compound annual revenue growth rate of 38% from 2021 to 2025 and 28% from 2025 to 2030; (iii) an increase in average per-patient medical costs relative to total revenue of between 2% and 5% between 2021 and 2030; and (iv) an increase in other costs included in Care Margin relative to total revenue of up to 1% compared to the Iora seller case between 2021 and 2030.

Using the Iora Base Case and 1Life Management Case, 1Life management then prepared the Synergies, which assumed: (i) annual new incremental members growing from 5,000 in 2022 to 15,000 by 2025 and 22,000 by 2030; (ii) up to 15% savings on estimated variable other costs included in Care Margin (such as staffing and supplies) by leveraging current One Medical operations by 2025; (iii) up to a 20% reduction in future rent expense accounted for in other costs included in Care Margin due to a 20% reduction in combined future office openings by 2025; (iv) up to a 20% reduction in future real estate and other capital expenditures by 2025; (v) up to a 15% reduction in general and administrative expenses of the Iora Base Case by 2025; (vi) general and administrative dissynergies of $10 million beginning in 2022; and (vii) a cumulative cost to achieve Synergies of approximately $80 million over 2021E-2024E.

The Forecasts were prepared solely for internal use and are subjective in many respects. As a result, there can be no assurance that the forecasted results will be realized or that actual results will not be significantly higher or lower than estimated. Since the Forecasts cover multiple years, such information by its nature becomes less predictive with each successive year. The estimates and assumptions underlying the Forecasts involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions which may not materialize and that are inherently subject to significant uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of One Medical and will be beyond the control of the combined company. 1Life stockholders and Iora stockholders are urged to review the SEC filings of 1Life for a description of risk factors with respect to the business of One Medical and Iora. See the sections titled “Cautionary Statement Regarding Forward-Looking Statements” and “Where You Can Find More Information” beginning on pages 43 and 177, respectively, of this proxy statement/prospectus/consent solicitation statement. 1Life stockholders and Iora stockholders are also urged to review the section titled “Risk Factors” beginning on page 21 of this proxy statement/prospectus/consent solicitation statement. The Forecasts were not prepared with a view toward complying with U.S. GAAP, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Forecasts included in this proxy statement/prospectus/consent solicitation statement have been prepared by, and are the responsibility of, 1Life’s management. 1Life’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Forecasts or any other prospective financial information contained in this proxy statement/prospectus/consent solicitation statement and accordingly, PricewaterhouseCoopers LLP does not express any opinion or any form of assurance with respect thereto. Iora’s independent auditor, Deloitte & Touche LLP, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Forecasts or any other prospective financial information contained in this proxy statement/prospectus/consent solicitation statement and, accordingly, Deloitte & Touche LLP does not express any opinion or any form of assurance with respect thereto. The PricewaterhouseCoopers LLP and Deloitte & Touche LLP reports incorporated by reference or included in this proxy statement/prospectus/consent solicitation statement, respectively, relate only to the previously issued financial statements of 1Life and Iora, respectively. Such reports do not extend to the Forecasts and should not be read to do so. While 1Life believes that such non-GAAP financial measures provide useful supplemental information in analyzing One Medical’s and Iora’s financial results, there are limitations associated with the use of such financial measures. Such non-GAAP measures as used by 1Life and Iora, such as Adjusted EBITDA and unlevered free cash flow, may not be directly comparable to similarly titled measures used by other companies and should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. The SEC rules, which otherwise would require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, do not apply to non-GAAP financial measures provided to a board of directors or financial advisors in connection with a proposed business combination transaction such as the

93

proposed transactions if the disclosure is included in a document such as this proxy statement/prospectus/consent solicitation statement. In addition, reconciliations of non-GAAP financial measures to a GAAP financial measure were not provided to or relied upon by the 1Life Board or Morgan Stanley in connection with the transactions. Accordingly, 1Life has not provided a reconciliation of the financial measures included in the Forecasts to the relevant GAAP financial measures. The Forecasts may differ from published analyst estimates and forecasts and do not take into account any events or circumstances after the date they were prepared, including the announcement of the transactions. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus/consent solicitation statement are cautioned not to place undue reliance on the Forecasts.

1LIFE HAS NOT UPDATED NOR DOES IT INTEND TO UPDATE OR OTHERWISE REVISE THE FORECASTS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH FORECASTS ARE NO LONGER APPROPRIATE.

The One Medical unaudited forecasted financial information is not included in this proxy statement/prospectus/consent solicitation statement in order to induce any stockholder to vote in favor of any of the proposals at the 1Life special meeting or by Written Consent or to acquire securities of 1Life or Iora.

The following tables present a summary of the Forecasts:

1Life Management Case

($ in millions)

94

Iora Seller Case ⁽¹⁾

($ in millions)

2025E

Iora Base Case

($ in millions)

Synergies

($ in millions)