Form S-4 1Life Healthcare Inc – StreetInsider.com

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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)


Delaware   8011   76-0707204

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

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:

Lisa A. Mango

General Counsel

1Life
Healthcare, Inc.

One Embarcadero Center,

Suite 1900

San Francisco,
CA 94111

(415) 814-0927

 

Matthew B. Hemington

Steve Tonsfeldt

David
Silverman

Cooley LLP

3175 Hanover Street

Palo
Alto, CA 94304

(650) 843-5000

 

Rushika Fernandopulle

Chief Executive Officer

Iora Health, Inc.

101
Tremont Street

Boston, MA 02108

(617) 454-4672

 

Howard Ellin

Mike Ringler

Dohyun
Kim

Skadden, Arps, Slate,

Meagher & Flom LLP

One Manhattan West

New
York, NY 10001

(212) 735-3000

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:

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  

     Emerging growth company  

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

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

Title of each class of

securities to be registered

 

Amount

to be

registered(1)

  Proposed

maximum

offering price

per share
 

Proposed

maximum

aggregate

offering price(2)

 

Amount of

registration fee(3)

Common stock, par value $0.001 per share

  52,952,694   N/A   $255,398   $27.86
(1)

Represents a good faith estimate of the number of shares of common stock, par value $0.001 per share, of 1Life
Healthcare, Inc., or the Registrant, issuable to holders of common stock, $0.01 par value per share, of Iora Health, Inc., a Delaware corporation, which we refer to as Iora, the holders of preferred stock, $0.01 par value per share, of Iora,
including the Iora Series A preferred stock, Series B preferred stock, Series C preferred stock, Series C-2 preferred stock, Series D preferred stock, Series D-2
preferred stock, Series E preferred stock, Series E-2 preferred stock, Series E-3 preferred stock and Series F preferred stock, in the proposed merger of SB Merger Sub,
Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant, with and into Iora, which we refer to as the merger. The amount of 1Life common stock to be registered is based on the estimated number of shares of common stock of the
Registrant that are expected to be issued pursuant to the merger, assuming an exchange ratio of approximately 0.689 shares of common stock of the Registrant for each outstanding share of Iora common stock and each share of Iora common stock issuable
upon the conversion of Iora preferred stock in the merger, in each case outstanding as of July 6, 2021.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f)(2) under the
Securities Act of 1933, as amended. Iora is a private company, no market exists for its securities and Iora had an accumulated capital deficit as of March 31, 2021, the date of the latest consolidated balance sheet for Iora in the proxy
statement/prospectus/consent solicitation statement included in this registration statement. Therefore, the proposed maximum aggregate offering price is one-third of the aggregate par value of the Iora
securities expected to be exchanged in the proposed merger in accordance with Rule 457(f)(2).

(3)

Calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended, at a rate equal to $109.19
per $1,000,000 of the proposed maximum aggregate offering price.


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.


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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

LOGO

 

LOGO

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


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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.

Sincerely,     Sincerely,
   
Amir Dan Rubin     Rushika Fernandopulle

Chair, Chief Executive Officer and President

1Life Healthcare, Inc.

   

Chief Executive Officer

Iora Health,
Inc.

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.


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LOGO

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:

  •  

To vote on a proposal to approve the issuance of shares of common stock of 1Life, $0.001 par value per share,
which we refer to as the 1Life common stock, to Iora stockholders in connection with the merger contemplated by the Agreement and Plan of Merger, dated June 6, 2021, which we refer to as the merger agreement, among 1Life Healthcare, Inc., SB
Merger Sub, Inc., Iora Health, Inc. and Fortis Advisors LLC, solely in its capacity as the representative of the stockholders of Iora, which we refer to as the merger. The merger agreement is attached as Annex A to the proxy
statement/prospectus/consent solicitation statement accompanying this notice. We refer to this proposal as the 1Life stock issuance proposal.

  •  

To vote on 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 1Life stock issuance proposal. We refer to this proposal as the 1Life adjournment proposal.

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


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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.

By   Order of the Board of Directors,
Amir Dan Rubin
Chair, Chief Executive Officer and President
San Francisco, California
                    , 2021


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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
[email protected] 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.


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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.


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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.

Q:

What is the proposed transaction?

A:

On June 6, 2021, 1Life, Iora, Merger Sub and Fortis Advisors LLC, solely in its capacity as the
representative of the stockholders of Iora, entered into the merger agreement. A copy of the merger agreement is attached to this proxy statement/prospectus/consent solicitation statement as Annex A.

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.

Q:

Why am I receiving this proxy statement/prospectus/consent solicitation statement?

A:

In order to complete the merger, among other things:

  •  

1Life stockholders must vote to approve 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

  •  

Iora stockholders must adopt and approve the merger agreement by written consent.

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.

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

Q:

Who is soliciting my proxy?

A:

Proxies in the form enclosed with this proxy statement/prospectus/consent solicitation statement are being
solicited from the 1Life stockholders by the board of directors of 1Life Healthcare, Inc., which we refer to as the 1Life Board.

Q:

When and where will the 1Life special meeting be held?

A:

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

Q:

What will Iora stockholders receive in the merger?

A:

Each share of Iora common stock issued and outstanding immediately prior to the effective time of the merger,
which we refer to as the effective time, (other than dissenting shares, shares of treasury stock and any shares of Iora common stock owned by 1Life or any affiliated entity of 1Life and including shares of Iora preferred stock that have converted
into Iora common stock immediately prior to the effective time) will be cancelled and automatically converted into the right to receive approximately approximately 0.689 shares of 1Life common stock and, if applicable, an amount in cash, without
interest, rounded to the nearest whole cent, in lieu of any fractional share interest in 1Life common stock to which such holder otherwise would have been entitled. 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.

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.

Q:

How does the stock exchange ratio affect the ownership of 1Life after completion of the merger?

A:

To the extent that the number of shares of outstanding 1Life common stock or Iora capital stock changes prior
to completion of the merger, whether due to any new issuance of shares of 1Life common stock or Iora capital stock, any exercise of any outstanding options or other rights to purchase shares of 1Life common

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  stock or Iora capital stock or otherwise, there will automatically occur a corresponding change in the relative ownership percentages of the current 1Life stockholders and the current Iora
stockholders of the combined company.

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.

A:

If you are a stockholder of record of 1Life as of the record date for the 1Life special meeting, you may vote
virtually by attending the 1Life special meeting or, to ensure your shares are represented at the meeting, you may vote by:

  •  

accessing the Internet website specified on your proxy card;

  •  

calling the toll-free number specified on your proxy card; or

  •  

signing and returning the enclosed proxy card in the postage-paid envelope provided.

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.

Q:

What are the voting deadlines?

A:

If you are a 1Life stockholder, the deadline for submitting a proxy using the Internet or the telephone is
11: 59 p.m. Eastern time on                     , 2021. If you received your special meeting materials by mail, you may complete, sign and date the
proxy card or voting instruction card and return it in the prepaid envelope. All holders of 1Life common stock as of the close of business on the record date for the 1Life special meeting may vote virtually at the 1Life special meeting. For detailed
information, see the section titled “The 1Life Special Meeting

Q:

What vote is required to approve each proposal at the 1Life special meeting?

A:

1Life Stock Issuance Proposal. 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’s listing rules. For the 1Life stock issuance 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 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.

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

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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.

Q:

What vote is required to approve the Iora written consent?

A:

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 (i) at least a majority of the votes represented by all outstanding shares of Iora common stock and as well as all outstanding shares of Iora Class A Preferred Stock,
Iora Class B Preferred Stock, Iora Class C Preferred Stock, Iora Class D Preferred Stock, Iora Class E Preferred Stock and Iora Class F Preferred Stock, which such classes of Iora preferred stock we refer to as the Iora
Voting Preferred Stock, voting together as a single class (and in the case of Iora Voting Preferred Stock, on an as-converted to Iora common stock basis), (ii) at least a majority of all issued and outstanding
shares of Iora Series E Preferred Stock, voting as a separate class, and (iii) at least a majority of all issued and outstanding shares of Iora Series F Preferred Stock, voting as a separate class.

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.

Q:

Are there any voting agreements with existing stockholders?

A:

Yes. On June 6, 2021, simultaneously with the execution and delivery of the merger agreement, certain
stockholders of Iora entered into the Joinder and Support Agreements, which we refer to as 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 for the approval and adoption of the merger agreement, the merger and the other transactions contemplated by the merger agreement, which we refer to as the contemplated transactions. 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. 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, 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.

Q:

How does the board of directors of Iora Health, Inc., which we refer to as the Iora Board, recommend that
Iora stockholders vote?

A:

At a meeting of the Iora Board held on June 6, 2021, the Iora Board (i) approved and declared
advisable the contemplated transactions, (ii) 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 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

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  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). The Iora Board recommends that Iora stockholders execute and return the Iora written
consent indicating their vote in favor of the merger agreement proposal.
Q:

How does the 1Life Board recommend that 1Life stockholders vote?

A:

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

Q:

How many votes do I have?

A:

1Life. You are entitled to one vote for each share of 1Life common stock that you owned as of the 1Life
record date. As of the close of business on                     , 2021, there were
                 outstanding shares of 1Life common stock. As of that date,     % of the outstanding shares of 1Life common stock were beneficially
owned by the directors and executive officers of 1Life, representing     % of the total 1Life voting power.

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.

Q:

What will happen if I fail to vote or I abstain from voting?

A:

1Life. If you are a 1Life stockholder, abstentions have the effect of a vote against the 1Life stock
issuance proposal and, if necessary, the 1Life adjournment proposal. Broker “non-votes” have no effect on the outcome of the 1Life 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.

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.

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Q:

What constitutes a quorum for the 1Life special meeting?

A:

1Life. 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 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.

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.

Q:

What is the difference between a stockholder of record and a “street name” holder?

A:

If your shares are registered directly in your name, you are considered the stockholder of record with respect
to those shares. If your shares are held in a stock brokerage account or by a bank, trust company or other nominee, then the broker, bank, trust company or other nominee is considered to be the stockholder of record with respect to those shares,
while you are considered the beneficial owner of those shares. In the latter case, your shares are said to be held in “street name.”

Q:

If I am a beneficial owner of shares held in street name, how do I vote?

A:

If you are not a stockholder of record but instead hold your shares in a stock brokerage account, or if your
shares are held by a bank, trust company or other 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 are a 1Life stockholder but not a stockholder of record and
you do not instruct your broker on how to vote your shares, your broker may not vote your shares on the 1Life stock issuance proposal or any adjournment proposal, which will have no effect on the vote on this proposal, assuming a quorum is present.

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.

Q:

What will happen if I return my proxy card without indicating how to vote?

A:

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.

Q:

Can I change my vote after I have returned a proxy or voting instruction card?

A:

Yes. You can change your vote at any time before your proxy is voted at the 1Life special meeting, as
applicable. You can do this in one of four ways:

  •  

you can send a signed notice of revocation;

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  •  

you can grant a new, valid proxy bearing a later date;

  •  

you can vote again by telephone or the Internet at a later time; or

  •  

if you are a holder of record, you can attend the special meeting and vote virtually, which will automatically
cancel any proxy previously given, or you may revoke your proxy virtually, but your attendance alone will not revoke any proxy that you have previously given.

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.

Q:

What should I do if I receive more than one set of voting materials?

A:

Please vote each proxy card and voting instruction card that you receive. You may receive more than one set of
voting materials, including multiple copies of this proxy statement/prospectus/consent solicitation statement and multiple proxy cards or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account will
receive a separate voting instruction card for each brokerage account in which shares are held. If shares are held in more than one name, stockholders will receive more than one proxy or voting instruction card.

Q:

Is there a list of stockholders entitled to vote at the 1Life special meeting?

A:

The names of stockholders of record entitled to vote at the 1Life special meeting will be available at the
1Life special meeting and for 10 days prior to the 1Life special meeting for any purpose germane to the special meeting, between the hours of 9: 00 a.m. and 4: 30 p.m., at 1Life’s principal executive offices located at One Embarcadero Center,
Suite 1900, San Francisco, California 94111, or by contacting 1Life’s corporate secretary.

Q:

What happens if I am a 1Life stockholder who sells my shares of 1Life common stock before the 1Life special
meeting?

A:

The record date for the 1Life special meeting is earlier than the 1Life special meeting. If you transfer your
shares of 1Life common stock after the 1Life record date but before the 1Life special meeting, you will retain your right to vote at the 1Life special meeting.

Q:

Do any of the 1Life directors or officers have interests in the transaction that may differ from or be in
addition to the interests of 1Life stockholders?

A:

No. 1Life’s directors and executive officers do not have interests in the transaction that are different
from, or in addition to, the interests of 1Life’s stockholders generally.

Q:

Do any of the Iora directors or officers have interests in the transaction that may differ from or be in
addition to my interests as an Iora stockholder?

A:

Yes. 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, 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.

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Q:

What will happen to my options to purchase shares of Iora common stock, which we refer to as the Iora
options, phantom stock awards of Iora, which we refer to as the Iora phantom stock awards, and/or Iora warrants at the time of the merger?

A:

Treatment of Iora 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.

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.

Q:

How will the rights of Iora stockholders change after the merger?

A:

Iora stockholders will receive shares of 1Life common stock in connection with the merger and will no longer be
stockholders of Iora following the merger. Their rights as holders of 1Life common stock will be governed by 1Life’s amended and restated certificate of incorporation, as it may be amended from time to time, which we refer to as the 1Life
charter, and 1Life’s amended and restated bylaws, as they may be amended from time to time, which we refer to as the 1Life bylaws. 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 rights of 1Life stockholders will remain the same as prior to the merger.

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Q:

What are the material U.S. federal income tax consequences of the merger to U.S. holders of Iora common
stock (including Iora common stock deemed to be received immediately prior to the effective time on a conversion of Iora preferred stock)?

A:

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 U.S. Internal Revenue Code of 1986, as amended, which we refer to as the Code. In general and subject to the qualifications and limitations set forth in the section titled
“Material U.S. Federal Income Tax Consequences,” if the merger qualifies for such intended tax treatment, U.S. holders of Iora common 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 upon sales of a number of shares of 1Life common stock having a total value (calculated by reference to the 1Life’s closing stock price) equal to $1,000,000, which we refer to as the Expense Fund Shares.

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.

Q:

What is the loan arrangement between 1Life and Iora?

A:

Under the merger agreement, 1Life and Iora have also entered into a Loan and Security Agreement on
June 21, 2021, which we refer to as the loan agreement, under which 1Life may advance secured loans to Iora to fund working capital, at Iora’s request from time to time, in outstanding amounts not to exceed $75 million in the
aggregate. Any loans made by 1Life to Iora will be subordinated to Iora’s obligations outstanding under its existing credit facility with Silicon Valley Bank, which we refer to as 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.

Q:

Are there any risks that I should consider in deciding how to vote?

A:

Yes. You should read and carefully consider the risk factors set forth in the section titled “Risk
Factors
” beginning on page 21 of this proxy statement/prospectus/consent solicitation statement. You also should read and carefully consider the risk factors of 1Life contained in the documents that are incorporated by reference into this
proxy statement/prospectus/consent solicitation statement.

Q:

What happens if the merger is not completed?

A:

If the merger is not completed for any reason, Iora stockholders will not receive the merger consideration
payable or issuable under the merger agreement. Instead, 1Life and Iora will remain independent companies. In specified circumstances, either 1Life or Iora may be required to pay to the other party a termination fee or reimburse the other
party’s transaction expenses, as described below.

Q:

Does Iora have to pay anything to 1Life if the merger agreement proposal is not approved by the Iora
stockholders or if the merger agreement is otherwise terminated?

A:

If the Iora written consent is not obtained by the second full business day after the effective time, Iora will
have to pay 1Life a termination fee of $50 million, which we refer to as the Iora termination fee. For a

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  discussion of the circumstances under which a termination fee is payable by Iora or the requirement to reimburse expenses applies, see the section titled “The Merger
Agreement—Termination Fees and Expenses; Liability for Breach.
”
Q:

Does 1Life have to pay anything to Iora if the 1Life stock issuance proposal is not approved by the 1Life
stockholders or if the merger agreement is otherwise terminated?

A:

If the 1Life stockholders do not approve the issuance of the shares of 1Life common stock to be issued to Iora
stockholders in the merger at the 1Life special meeting and the merger agreement is terminated by Iora, 1Life must reimburse Iora’s reasonable and documented
out-of-pocket expenses up to $10 million 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.

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

Q:

When do you expect the merger to be completed?

A:

Iora and 1Life intend to complete the merger as soon as reasonably practicable and currently anticipate the
closing of the merger to occur in the second half of 2021, following the satisfaction of all the conditions to completion of the merger. However, the merger is subject to various regulatory clearances and the satisfaction or waiver of other
conditions and it is possible that factors outside the control of Iora and 1Life could result in the merger being completed at a later time or not at all. There can be no assurances as to when or if the merger will close. See the section titled
“The Merger Agreement—Conditions to Completion of the Merger.”

Q:

What do I need to do now?

A:

You should carefully read and consider the information contained in and incorporated by reference into this
proxy statement/prospectus/consent solicitation statement, including its annexes. Even if you plan to attend the 1Life special meeting virtually, after carefully reading and considering the information contained in this proxy
statement/prospectus/consent solicitation statement, please vote promptly to ensure that your shares are represented at the 1Life special meeting.

Q:

Do I need to do anything with my Iora common stock or Iora preferred stock certificates now?

A:

No. After the merger is completed, if you held certificates representing shares of Iora common stock or Iora
preferred stock prior to the merger, 1Life’s exchange agent, which we refer to as the exchange agent, will send you a letter of transmittal and instructions for exchanging your applicable shares of Iora capital stock for the merger
consideration. Upon surrender of the certificates for cancellation along with the executed letter of transmittal and other required documents described in the instructions, an Iora stockholder will receive the merger consideration. The shares of
1Life common stock you receive in the merger will be issued in book-entry form.

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

Q:

Do I need to do anything with my Iora common stock or Iora preferred stock held in book-entry form now?

A:

No. After the merger is completed, if you held shares of Iora capital stock in book-entry form prior to the
merger, 1Life’s exchange agent will send you a letter of transmittal and instructions for exchanging your

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  applicable shares of Iora capital stock for the merger consideration. Upon receipt of an agent’s message in customary form (or such other evidence, if any, as the exchange agent may
reasonably request), along with the executed letter of transmittal and other required documents described in the instructions, an Iora stockholder will receive the merger consideration. The shares of 1Life common stock you receive in the merger will
be issued in book-entry form.
Q:

Are 1Life stockholders entitled to appraisal rights?

A:

Under Delaware law, the 1Life stockholders are not entitled to appraisal rights in connection with the 1Life
stock issuance proposal. See the section titled “The Merger—Appraisal Rights” beginning on page 111 of this proxy statement/prospectus/consent solicitation statement.

Q:

Are Iora stockholders entitled to appraisal rights?

A:

Under Delaware law, the Iora stockholders are entitled to appraisal rights in connection with the merger in
accordance with Section 262 of the General Corporation Law of Delaware, which we refer to as the DGCL. See the section titled “The Merger—Appraisal Rights” beginning on page 111 of this proxy statement/prospectus/consent
solicitation statement.

Q:

How can I contact 1Life’s transfer agent?

A:

You may contact 1Life’s transfer agent by writing American Stock Transfer & Trust Company, LLC,
6201 15th Avenue, Brooklyn, New York 11219, by telephoning (800) 937-5449.

Q:

Who should I contact if I have any questions about the proxy materials or about voting?

A:

If you have any questions about the proxy materials or if you need assistance submitting your proxy or voting
your shares or need additional copies of this proxy statement/prospectus/consent solicitation statement or the enclosed proxy card, you should, if you are a 1Life stockholder, contact 1Life’s proxy solicitor, MacKenzie Partners, Inc., 1407
Broadway, 27th Floor, New York, New York 10018; banks and brokers call collect: (212) 929-5500, stockholders call toll free: (800) 322-2885.

Q:

Who is the exchange agent in the merger?

A:

Acquiom Financial LLC will be the exchange agent for the merger.

Q:

Where can I find more information about One Medical and Iora?

A:

You can find more information about One Medical and Iora from the various sources described under the section
titled “Where You Can Find More Information” beginning on page 177 of this proxy statement/prospectus/consent solicitation statement.

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SUMMARY

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

Parties to the Merger

1Life Healthcare, Inc.

1Life
Healthcare, Inc.

One Embarcadero Center, Suite 1900

San Francisco, California 94111

(415) 658-6792

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

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

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

SB Merger Sub,
Inc.

SB Merger Sub, Inc.

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One Embarcadero Center, Suite 1900

San Francisco, California 94111

(415) 658-6792

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

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

Iora Health, Inc.

Iora Health, Inc.

101 Tremont
Street

Boston, MA 02108

(617) 454-4672

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


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.

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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)

  •  

Treatment of Iora 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.

  •  

Treatment of Unvested Iora 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 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.

  •  

Treatment of Vested Iora Phantom Stock Awards. Each Iora phantom stock award other than 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Required Iora Stockholder Vote (See page 53)

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

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

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

Voting Agreements and Joinder (See page 90)

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

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

The Loan Agreement (See page 91)

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

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

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

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

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

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

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

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

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

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

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

The Merger Agreement (See page 56)

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

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

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

Conditions to Completion of the Merger (See page 71)

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

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

Termination of the Merger Agreement
(See page 77)

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

  •  

by the mutual written consent of 1Life and Iora;

  •  

by either 1Life or Iora, upon written notice to the other party, if the merger is not consummated on or before
December 31, 2021, which we refer to as the end date; except, that if, as of the end date, the waiting period applicable to the merger under the HSR Act, has not expired and all other conditions of the merger agreement have been satisfied or
waived, then the end date will be automatically extended until April 16, 2022 (provided that this termination right is not available to any party whose failure to perform any of its obligations under the merger agreement has been the
primary cause of, or directly resulted in, the failure of the merger to be consummated on or before the end date);

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  •  

by either 1Life or Iora, upon written notice to the other party, if there is in effect a final non-appealable order, injunction, judgment, decree, ruling, writ, stipulation, assessment or arbitration award of a governmental authority of competent jurisdiction, which we refer to as an order, prohibiting the
consummation of the merger (provided that this termination right is not available to a party if such order was primarily due to the failure of such party to perform any of its obligations under the merger agreement); or

  •  

by either 1Life or Iora, upon written notice to the other party, if the 1Life special meeting has concluded and
the 1Life stockholder approvals were not obtained.

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

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

Termination Fees and Expenses (See page 77)

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

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

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

Regulatory Approvals Required
for the Merger (See page 111)

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

Accounting Treatment (See page 120)

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

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Listing of 1Life Common Stock (See page 111)

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

Appraisal Rights (See page 111)

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

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

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


The 1Life Special Meeting

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

  •  

the 1Life stock issuance proposal; and

  •  

the 1Life adjournment proposal.

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).

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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.

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

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

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

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

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

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

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

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

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

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

  •  

the possibility that Iora could be required to pay 1Life a termination fee of $50 million, if the merger is
terminated under qualifying circumstances, as described under the section titled “The Merger Agreement—Termination Fees and Expenses; Liability for Breach”;

  •  

the possibility that 1Life could be required to pay Iora a termination fee of $50 million, or be required to
reimburse expenses up to $10 million and advance any undrawn amounts in accordance with the terms of the loan agreement, in each case, if the merger is terminated under qualifying circumstances, as described under the section titled
“The Merger Agreement—Termination Fees and Expenses; Liability for Breach”;

  •  

the incurrence of costs and expenses relating to the proposed merger, such as financing, legal, accounting,
financial advisor, filing, printing and mailing fees and expenses, including the potential expense reimbursement obligations described above;

  •  

the possibility of a change in the trading price of 1Life common stock to the extent current trading prices
reflect a market assumption that the merger will be completed;

  •  

the possibility that One Medical or Iora could suffer potential negative reactions from their respective
employees, enterprise clients, patients, members, vendors or partners; and

  •  

the possibility that One Medical or Iora could suffer adverse consequences associated with their respective
management’s focus on the merger instead of on pursuing other opportunities that could have been beneficial to each company, in each case, without realizing any of the benefits contemplated by the merger.

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

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

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

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

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

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

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

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

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

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

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

1Life expects to issue or reserve for issuance approximately 56.1 million shares of 1Life common stock to Iora stockholders in connection
with the merger (including shares of 1Life common stock to be 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

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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

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

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

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

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

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

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

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

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.

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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:

  •  

the inability to successfully combine the businesses of One Medical and Iora in a manner that permits the
combined company to realize the growth, operations and cost synergies anticipated to result from the merger, which would result in the anticipated benefits of the merger, including projected financial targets, not being realized in the time frames
currently anticipated or previously disclosed or at all;

  •  

lost patients or members, or a reduction in the increase in patients or members as a result of certain enterprise
clients, patients, members or partners of either of the two companies deciding to terminate or reduce their business with the combined company or not to engage in business in the first place;

  •  

a reduction in the combined company’s ability to recruit or maintain providers;

  •  

an inability of the combined company to maintain its health network partnerships or payer contracts at
substantially the same terms;

  •  

the complexities associated with managing the larger combined businesses and integrating personnel from the two
companies, while at the same time attempting to (i) provide consistent, high quality services under a unified culture and (ii) focus on other on-going transactions;

  •  

the additional complexities of combining two companies with different histories, regulatory restrictions,
operating structures and markets;

  •  

the failure to retain key employees of either of the two companies;

  •  

compliance by One Medical with additional regulatory regimes and with the rules and regulations of additional
regulatory entities, including the Centers for Medicare and Medicaid Services, which we refer to as CMS;

  •  

potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with
the merger; and

  •  

performance shortfalls at one or both of the two companies as a result of the diversion of management’s
attention caused by completing the merger and integrating the companies’ operations.

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

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

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

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

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

Other Risks

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

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

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

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

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

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

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

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

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

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Risks Related to Iora

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

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

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

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

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

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

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

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

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

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

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

  •  

the health status of Iora’s patients;

  •  

higher levels of hospitalization among Iora’s patients;

  •  

higher than expected utilization of new or existing healthcare services or technologies;

  •  

an increase in the cost of healthcare services and supplies, whether as a result of inflation or otherwise;

  •  

changes to mandated benefits or other changes in healthcare laws, regulations and practices;

  •  

increased costs attributable to specialist physicians, hospitals and ancillary providers;

  •  

changes in the demographics of Iora’s patients and medical trends;

  •  

contractual or claims disputes with providers, hospitals or other service providers within and outside a health
plan’s network;

  •  

the occurrence of catastrophes, major epidemics or pandemics,
including COVID-19, or acts of terrorism; and

  •  

the reduction of health plan premiums.

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

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

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

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

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

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

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

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

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

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

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

  •  

administrative or legislative changes to base rates or the bases of payment;

  •  

limits on the services or types of providers for which Medicare will provide reimbursement;

  •  

changes in methodology for patient assessment and/or determination of payment levels;

  •  

the reduction or elimination of annual rate increases; or

  •  

an increase in co-payments or deductibles payable by beneficiaries.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  •  

requiring Iora to change or increase its products and services provided to patients;

  •  

increasing the regulatory, including compliance, burdens under which Iora operates, which, in turn, may
negatively impact the manner in which Iora provides services and increase its costs of providing services;

  •  

adversely affecting Iora’s ability to market Iora’s products or services through the imposition of
further regulatory restrictions regarding the manner in which plans and providers market to Medicare Advantage enrollees; or

  •  

adversely affecting Iora’s ability to attract and retain patients.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Iora is subject to government regulation.

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

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

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

  •  

refunding amounts Iora has been paid pursuant to the Medicare program or from payers;

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  •  

state or federal agencies imposing fines, penalties and other sanctions on Iora;

  •  

temporary suspension of payment for new patients to the facility or agency;

  •  

decertification or exclusion from participation in the Medicare program or one or more payer networks;

  •  

self-disclosure of violations to applicable regulatory authorities;

  •  

damage to Iora’s reputation;

  •  

the revocation of a facility’s or agency’s license; and

  •  

loss of certain rights under, or termination of, Iora’s contracts with payers.

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

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

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

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

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

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

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

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

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

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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:

  •  

the occurrence of any event, change, or other circumstances that could delay or prevent closing of the proposed
merger or give rise to the termination of the merger agreement;

  •  

the expected financial condition, results of operations, earnings outlook and prospects of One Medical, Iora and
the combined company following completion of the merger;

  •  

the ability of One Medical and Iora to maintain relationships with their respective employees, providers,
vendors, partners, patients, members or enterprise clients as a result of the uncertainty surrounding the merger;

  •  

the timing, outcome and results of integrating the operations of One Medical with those of Iora and the timing
and outcome of anticipated benefits or potential synergies, including realization of projected financial targets, from combining the companies;

  •  

the possibility that 1Life or Iora may be unable to obtain stockholder approval as required for the transaction
or that the other conditions to the closing of the transaction may not be satisfied, including that a governmental entity may prohibit, delay, or refuse to grant regulatory approval for the consummation of the proposed merger;

  •  

risks that the transaction disrupts current plans and operations of One Medical or Iora, including the diversion
of management time and other resources to transaction-related matters;

  •  

the ability to timely recognize the benefits of the transaction, if at all;

  •  

the amount of the costs, fees, expenses and charges related to the transaction;

  •  

uncertainty as to the long-term value of 1Life’s common stock;

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  •  

changes in merger-related transaction costs, the amount of fees paid to financial advisors and the potential
payments to Iora’s executive officers in connection with the merger; and

  •  

the outcome of any legal proceedings that have been or may be instituted against 1Life, Iora, or others following
announcement of the transactions contemplated by the merger agreement.

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.

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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:

  •  

To approve the issuance of 1Life common stock to Iora stockholders in connection with the merger contemplated by
the Agreement and Plan of Merger, dated June 6, 2021, among 1Life Healthcare, Inc., SB Merger Sub, Inc., Iora Health, Inc. and Fortis Advisors LLC, solely in its capacity as the representative of the stockholders of Iora, as such agreement may
be amended from time to time, a copy of which is attached as Annex A to the proxy statement/prospectus/consent solicitation statement accompanying this notice. We refer to this proposal as the 1Life stock issuance 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 1Life stock issuance proposal. We refer to this proposal as the 1Life adjournment proposal.

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

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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:

  •  

you can send a signed notice of revocation;

  •  

you can grant a new, valid proxy bearing a later date;

  •  

you can vote again by telephone or the Internet at a later time; or

  •  

if you are a holder of record, you can virtually attend the special meeting and vote at the meeting, which will
automatically cancel any proxy previously given, or you may revoke your proxy virtually, but your attendance alone will not revoke any proxy that you have previously given.

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

  •  

1Life Stock Issuance Proposal. 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.

  •  

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).

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

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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

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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:

  •  

you can send a signed notice of revocation that is received by 1Life prior to your shares being voted, stating
that you would like to revoke your proxy, to 1Life’s corporate secretary at 1Life’s corporate headquarters, One Embarcadero Center, Suite 1900, San Francisco, California 94111;

  •  

you can grant a new, valid proxy bearing a later date (by Internet, telephone or mail) that is received by 1Life
prior to your shares being voted;

  •  

you can vote again by telephone or the Internet at a later time; or

  •  

if you are a holder of record, you can attend the special meeting virtually and vote at the meeting, which will
automatically cancel any proxy previously given, or you may revoke your proxy virtually, but your attendance alone will not revoke any proxy that you have previously given.

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

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[email protected]

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.

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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 [email protected]

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.

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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.

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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.

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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.

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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

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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.

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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:

  •  

may not be intended to establish matters of fact, but rather to allocate the risk between the parties in the
event the statements contained in the representations and warranties prove to be inaccurate;

  •  

have been modified in important part by certain underlying disclosures that were made between the parties in
connection with the negotiation of the merger agreement, which are not reflected in the merger agreement itself or publicly filed; and

  •  

are subject to contractual standards of materiality different from what is generally applicable to you or other
investors.

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.

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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.

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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 (3rd) 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:

  •  

due organization, good standing, the requisite corporate power and authority to carry on their respective
businesses and subsidiaries;

  •  

capital structure and related matters;

  •  

corporate power and authority to enter into the merger agreement, due execution, delivery and enforceability of
the merger agreement and absence of conflicts with organizational documents, breaches of contracts and agreements, liens upon assets and violations of applicable law resulting from the execution and delivery of the merger agreement and consummation
of the contemplated transactions;

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  •  

absence of required governmental consents or approvals in connection with execution and delivery of the merger
agreement and consummation of the contemplated transactions other than as specified in the merger agreement;

  •  

financial statement compliance, absence of undisclosed liabilities (other than certain specified exceptions),
internal controls and procedures, and in the case of 1Life and Merger Sub, 1Life’s SEC reports;

  •  

absence of certain changes or events;

  •  

in the case of Iora, compliance with laws and permits;

  •  

tax matters and intended tax treatment of the merger;

  •  

in the case of Iora, employee benefits and labor matters;

  •  

in the case of Iora, environmental matters and compliance with environmental laws;

  •  

in the case of Iora, material contracts;

  •  

in the case of Iora, title to properties;

  •  

in the case of Iora, intellectual property;

  •  

in the case of Iora, compliance with privacy laws and data security;

  •  

in the case of Iora, healthcare regulatory matters and compliance with healthcare regulatory laws;

  •  

in the case of Iora, insurance;

  •  

in the case of Iora, title to properties, absence of liens and condition and sufficiency of assets;

  •  

in the case of Iora, related party/affiliate transactions;

  •  

absence of brokers and other advisors;

  •  

in the case of Iora, anti-corruption matters;

  •  

in the case of Iora, absence of disputes or notices to terminate or modify contracts with respect to significant
customers and suppliers;

  •  

accuracy and completeness of information supplied for the inclusion or incorporation by reference in this proxy
statement/prospectus/consent solicitation statement and the Form S-4;

  •  

in the case of 1Life and Merger Sub, valid issuance of shares of 1Life common stock;

  •  

in the case of 1Life and Merger Sub, ownership and operations of Merger Sub; and

  •  

absence of other representations and warranties.

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.

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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”:

  (i)

changes and general conditions in the industry in which Iora operates;

  (ii)

general economic conditions, or changes in any financial, debt, credit, capital, banking or securities markets
or conditions, in any location where the businesses of Iora, its subsidiaries or affiliated practices are conducted;

  (iii)

any natural disaster, disease outbreaks, epidemics and pandemics (including
COVID-19), or any acts of terrorism, sabotage, cyber-intrusion, military action or war (whether or not declared) or any escalation or worsening thereof;

  (iv)

changes in applicable law or GAAP, or in either case, the enforcement or authoritative interpretation thereof;

  (v)

any failure, in and of itself, by Iora or any of its subsidiaries to meet internal or published projections,
forecasts, estimates or predictions in respect of revenue, earnings, or other financial or operating metrics for any period (provided that the cause or basis for Iora or any of its subsidiaries to meet such projections or forecasts or revenue or
earnings predictions will not be excluded); or

  (vi)

the taking of any action specifically required to be taken under the terms of the merger agreement or the
failure to take any action specifically prohibited by the merger agreement; provided, that with respect to the foregoing clauses (i), (ii), (iii) and (iv), Iora and its subsidiaries taken as a whole are not disproportionately affected thereby
relative to other companies operating in the industry in which Iora and its subsidiaries operate.

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”:

  •  

changes and general conditions in the industry in which One Medical operates;

  •  

general economic conditions, or changes in any financial, debt, credit, capital, banking or securities markets or
conditions, in any location where the businesses of One Medical is conducted;

  •  

any natural disaster, disease outbreaks, epidemics and pandemics (including
COVID-19), or any acts of terrorism, sabotage, cyber-intrusion, military action or war (whether or not declared) or any escalation or worsening thereof;

  •  

changes in applicable law or GAAP, or in either case, the enforcement or authoritative interpretation thereof;

  •  

any failure, in and of itself, by One Medical to meet internal or published projections, forecasts, estimates or
predictions in respect of revenue, earnings, or other financial or operating metrics for any period (provided that the cause or basis for One Medical to meet such projections or forecasts or revenue or earnings predictions will not be excluded);

  •  

the taking of any action specifically required to be taken pursuant to the terms of the merger agreement or the
failure to take any action specifically prohibited by the merger agreement; or

  •  

the announcement and performance of the contemplated transactions;

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.

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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:

  •  

issue, sell, grant, dispose of, pledge or otherwise encumber (other than permitted liens) any shares of its
capital stock, voting securities or equity interests, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any shares of its capital stock, voting securities or equity interests, or
any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of its capital stock, voting securities or equity interests or any securities or rights convertible into, exchangeable or
exercisable for, or evidencing the right to subscribe for, any shares of its capital stock, voting securities or equity interests; except, that Iora may issue shares of Iora common stock upon the conversion of its preferred stock that are
outstanding on the date of the merger agreement, and shares of Iora common stock upon the exercise of Iora options and Iora warrants that are outstanding on the date of the merger agreement and in accordance with the terms thereof;

  •  

redeem, purchase or otherwise acquire any of its outstanding shares of capital stock, voting securities or equity
interests, or any rights, warrants, options, calls, commitments or any other agreements of any character to acquire any shares of its capital stock, voting securities or equity interests, (B) amend (including by reducing an exercise price or
extending a term) or waive any of its rights under any provision of Iora’s option plan or any agreement evidencing any outstanding stock option or other right to acquire capital stock of Iora or any restricted stock purchase agreement or any
similar or related contract, except for any amendment or waiver required to effect the treatment of Iora’s options, phantom stock awards or warrants as set forth in the merger agreement or (C) form any subsidiary of Iora;

  •  

declare, set aside for payment or pay any dividend on (other than as required by the Iora charter), or make any
other distribution in respect of, any shares of its capital stock or otherwise make any payments to the Iora stockholders in their capacity as such;

  •  

split, combine, subdivide or reclassify any shares of its capital stock;

  •  

incur or assume any indebtedness for borrowed money or guarantee such indebtedness other than
(x) indebtedness between and among the Iora and its subsidiaries or incurred from 1Life, (y) indebtedness under the existing credit agreement and (z) other indebtedness in an aggregate principal amount outstanding not to exceed
$200,000 per month in order to satisfy the working capital needs of Iora;

  •  

pay, discharge or satisfy (i) any liability to any person who is an Iora stockholder, or officer or director
of Iora (other than compensation due for services as an officer or director) or (ii) any claim or liability arising other than the payment, discharge or satisfaction of liabilities (w) reflected or reserved against in Iora’s financial
statements, (x) contemplated by or otherwise incurred pursuant to performance of the merger agreement, including transaction expenses, (y) incurred in the ordinary course of business after December 31, 2020, or (z) incurred in
connection with the performance of executory contracts to which Iora or any of its subsidiaries is a party;

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  •  

sell, transfer, lease, mortgage, encumber or otherwise dispose of or subject to any lien (including pursuant to a
sale-leaseback transaction or an asset securitization transaction), other than permitted liens, any of its material properties or assets to any person, except (A) in the ordinary course of business, or (B) dispositions of obsolete assets
having a de minimis value;

  •  

enter into any agreement for the purchase, sale or lease of any real property;

  •  

make any capital expenditure outside of the ordinary course of business (any capital expenditure made in
accordance with the Iora’s budget that is in effect as of the date of the merger agreement will be deemed in the ordinary course of business);

  •  

materially change the amount of any insurance coverage or terminate without replacing any insurance coverage;

  •  

acquire by merging or consolidating with, by purchasing a substantial portion of the assets of, or by purchasing
all of or a substantial equity interest in, or by any other manner, any person or division, business or equity interest in any person, or otherwise acquire or agree to acquire any assets that are material, individually or in the aggregate, to Iora
or any of its subsidiaries, or enter into any contract with respect to a joint venture, strategic alliance or partnership;

  •  

transfer or license from any person any rights to any intellectual property, or transfer or license to any person
any rights to any intellectual property, other than as related to nonexclusive licenses of in the ordinary course of business, or transfer or provide a copy of any software to any person (including any current or former employee or consultant of
Iora or any of its subsidiaries or any contractor or commercial partner of Iora or any of its subsidiaries), other than providing access to software to current employees and consultants of Iora or any of its subsidiaries, including those involved in
the development of the products, on a need to know basis or in the ordinary course of business;

  •  

take any action regarding a patent, patent application or other intellectual property right that would abandon,
allow to lapse, or cancel the applicable registration or application;

  •  

other than in the ordinary course of business, enter into, terminate (other than automatic termination in
accordance with the terms thereof) or amend in any material respect any contract that, upon entry by Iora or any of its subsidiaries thereto, constitutes, or would constitute if it had been entered into prior to the date of the merger agreement, a
material contract;

  •  

hire or engage, or offer to hire or engage, any employees or independent contractors, other than (x) any
physicians, (y) at-will employees with a base salary or annualized fees less than $225,000 and (z) providers with a base salary or annualized fees less than $250,000, (B) terminate the employment or
engagement or materially change the terms and conditions of employment or engagement of any current Iora personnel, other than (x) a termination for cause or (y) current Iora personnel with a base salary or annualized fees less than
$300,000 in the ordinary course of business; (C) materially increase the compensation and/or benefits provided or to become provided by Iora or any of its subsidiaries or affiliated practices to any current Iora personnel, other than pursuant
to a contract (including any Iora plan) in effect on the date of the merger agreement or as may be established, adopted or amended following the date of the merger agreement and not in contravention of the merger agreement, (D) promise, make,
grant, or increase any retention, severance, change of control, termination, or other similar payment or benefit to any Iora personnel or other person other than where the cost of such payments constitute transaction expenses; (E) materially
increase or amend the coverage or benefits available under any Iora plans, or otherwise modify or amend in any material respect or terminate any such Iora plan, except as required by applicable law or the terms of such Iora plan;

  •  

make, change or revoke any election concerning taxes (including an election pursuant to Section 965 of the
Code), adopt or change any accounting method in respect of taxes, file any U.S. federal, state or non-U.S. income tax return or any other material tax return without the prior consent of 1Life prior to filing,
file any amended tax return, enter into or apply for any closing or other similar agreement or

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ruling with respect to taxes, voluntary disclosure application or agreement or similar process, settle or compromise any tax claim or assessment, consent to any extension or waiver of the
limitation period applicable to any tax claim or assessment, enter into any tax sharing agreement, assume or agree to indemnify any liability for taxes of another person, or surrender any right to claim a material tax refund, or enter into
intercompany transactions giving rise to deferred gain or loss of any kind or take any other similar action relating to the filing of any tax return or the payment of any tax if such similar action would have the effect of increasing the tax
liability of 1Life or its affiliates for any tax period ending after the closing date, make any changes in accounting methods, principles or practices, except insofar as required by a change in GAAP or applicable law;

  •  

make any changes in accounting methods, principles or practices, except insofar as required or permitted by a
change in GAAP (or an interpretation or application thereof) or applicable law;

  •  

intentionally delay or postpone, in any material respect, payment of any accounts payable or commissions or any
other liability or obligation, or enter into any agreement or negotiation with any party to extend the payment date of any accounts payable or commissions or any other liability or obligation, or accelerate sales or the collection of (or discount)
of any accounts or notes receivable in advance of the applicable due date;

  •  

amend the Iora charter, Iora bylaws or the equivalent organizational or governing documents of Iora or any of its
subsidiaries, except, in each case, for any immaterial or ministerial amendments thereto;

  •  

adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization,
merger, consolidation or other reorganization other than any agreement or other executed document necessary for the completion of the contemplated transactions;

  •  

settle, compromise or initiate any material litigation, proceeding or investigation (other than
(A) settlements solely for cash and not in excess of $100,000, (B) for routine collection of accounts receivable, (C) to enforce Iora’s rights under the merger agreement or (D) to enforce any other material rights of Iora or any
of its subsidiaries or affiliated practices);

  •  

cancel, release or waive any material claims or rights held by Iora or any of its subsidiaries or affiliated
practices; or

  •  

authorize, or agree, in writing or otherwise, to take any of the foregoing actions.

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:

  •  

amend the 1Life charter or the 1Life bylaws in a manner that would materially and adversely affect the holders of
Iora capital stock, or adversely affect the holders of Iora capital stock relative to other holders of 1Life common stock;

  •  

split, combine, or reclassify any 1Life common stock in a manner that would adversely affect Iora or the holders
of Iora capital stock relative to the other holders of 1Life common stock or (2) declare, set aside, or pay any dividend or distribution (whether in cash, stock, property, or otherwise) in respect of, any shares of its capital stock (other than
(A) dividends from its direct or indirect wholly-owned subsidiaries and (B) ordinary quarterly dividends, with respect to timing of declaration and payment);

  •  

offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any
capital stock of, or other equity interest in, 1Life or any of its subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interest, which we refer to as an equity issuance,
other than (1) the issuance of 1Life common stock upon the vesting, settlement, exercise or lapse of any restrictions on any 1Life equity awards granted under 1Life’s equity plans outstanding on the date hereof; (2) issuances of 1Life
equity awards under any of 1Life’s equity plans to employees, directors and other service providers in the ordinary course of business; (3) transactions between 1Life and a wholly owned subsidiary of 1Life or between wholly owned

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subsidiaries of 1Life; (4) equity issuances to one or more third parties in which the aggregate amount of securities, as of the respective dates of such equity issuance, does not exceed
$500,000,000 in the aggregate; and (5) any organized sale of shares of 1Life common stock by 1Life’s existing stockholders in a transaction facilitated by 1Life; except that the immediately preceding subclause (5) will not prohibit
any such secondary sales if 1Life is advised by its outside counsel that 1Life is required to facilitate such a secondary sale pursuant to the terms of that certain Amended and Restated Investor Rights Agreement, dated January 15, 2020, by and
among 1Life and the investors signatory thereto;

  •  

enter into any contract with respect to the voting of shares of its capital stock (other than the 1Life voting
agreements);

  •  

subject to certain exceptions disclosed to Iora, acquire, by merger, consolidation, acquisition of stock or
assets, or otherwise, any business or person (or make any material investment in any person) or division thereof that would, or would reasonably be expected to, (A) prevent (x) any waiting period (or extensions thereof) applicable to the
contemplated transactions under the HSR Act from expiring or terminating prior to the end date (as defined below in the section titled “—Termination of the Merger Agreement” on page 77), or (y) 1Life from obtaining, prior to
October 31, 2021, any of the required pre-closing approvals, consents, waivers or clearances applicable to the contemplated transactions under any antitrust laws or from any governmental authority or
(B) otherwise prevent, materially delay or materially impair the ability of 1Life to consummate the contemplated transactions on or before October 31, 2021;

  •  

adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization or
other reorganization; or

  •  

authorize or agree, in writing or otherwise, to take any of the foregoing actions.

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,

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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

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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.

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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

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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

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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-

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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:

  •  

1Life using reasonable best efforts to cause the shares of 1Life common stock to be issued in the contemplated
transactions to be approved for listing on Nasdaq, subject to official notice of issuance, at or prior to the effective time;

  •  

both 1Life and Iora promptly advising the other party in writing after becoming aware of any legal proceedings
commenced, or to its knowledge threatened, after the date of merger agreement against such party or any of its directors by any stockholder of such party (on their own behalf or on behalf of such party) relating to the merger agreement or the
contemplated transactions and will keep Iora and 1Life reasonably informed regarding any such legal proceeding. Each of 1Life and Iora will give the other party the opportunity to consult with such party regarding the defense or settlement of any
such stockholder litigation and will consider the other party’s views with respect to such stockholder litigation;

  •  

Iora using its commercially reasonable efforts to obtain all necessary consents, waivers and approvals of any
parties to any contracts as are required under such contracts in connection with the merger or for any such contracts to remain in full force and effect following the effective time (with such consents, waivers and approvals being in a form
reasonably acceptable to 1Life);

  •  

1Life taking all necessary action to cause one (1) member of the current Iora Board designated by Iora,
which we refer to as the Iora Board designee, to be appointed to the 1Life Board. Such Iora Board designee will be designated by written notice by Iora to 1Life delivered prior to the initial filing of this proxy statement/prospectus/consent
solicitation statement with the SEC (which Iora Board designee will be added as a Class 3 Director to the 1Life Board);

  •  

each of 1Life and Iora reporting the merger as a reorganization within the meaning of Section 368(a)(1) of
the Code on its U.S. federal income tax return for the taxable year including the closing date and filing all applicable U.S. state and local income tax returns in a manner consistent with the merger constituting a reorganization unless otherwise
required by applicable law; and

  •  

1Life advancing of cash for Iora’s working capital funding requirements during the pre-closing period if the contemplated transactions were not consummated by June 15, 2021, upon the written request of Iora and provided that there is an absence of an event of default under the existing credit
agreement.

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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:

  •  

The approval of the Iora stockholders has been obtained.

  •  

The approval of the 1Life stockholders has been obtained.

  •  

The waiting period (and any extension thereof) applicable to the merger under the HSR Act has expired (or early
termination has been granted)

  •  

No injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any governmental
authority is in effect, and no applicable law has been enacted, promulgated, issued, entered, amended or enforced by any governmental authority, enjoining, restraining, preventing or prohibiting consummation of the merger or making the consummation
of the merger illegal.

  •  

The Form S-4 Registration Statement of which this proxy
statement/prospectus/consent solicitation statement forms a part has been declared effective under the Securities Act, no stop order suspending the effectiveness of such Form S-4 is in effect, and no
proceedings for purposes of suspending the effectiveness of such Form S-4 has been initiated or be threatened by the SEC.

  •  

The shares of 1Life common stock issuable in the merger will have been approved for the listing by Nasdaq,
subject to official notice of issuance.

  •  

There will not be pending any legal proceeding by any governmental authority against Iora or 1Life seeking to
enjoin, restrain, prevent or prohibit the consummation of the merger or make the consummation of the Merger illegal.

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:

  •  

the representations and warranties of Iora relating to (a) organization, standing, corporate power and
subsidiaries; (b) certain capitalization matters; (c) authority and voting requirements; and (d) brokers and other advisors, will have been true and correct in all respects on and as of the date of the merger agreement and as of
immediately prior to the effective time as though such representations and warranties were made as of immediately prior to the effective time (except for the representations and warranties of Iora made as of a specified date, which will be true and
correct in all respects as of such date or, if qualified by their terms by a reference to materiality or material adverse effect, then true and correct as so qualified on and as of such date);

  •  

the representations and warranties of Iora relating to Iora’s option plans and phantom stock awards, taxes
and healthcare regulatory matters will have been true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which
representations and warranties as so qualified will be true and correct in all respects) on and as of the date of the merger agreement and as of immediately prior to the effective time as though such representations and warranties were made as of
immediately prior to the effective time (except for the representations and warranties of Iora made as of a specified date, which will be true and correct in all material respects as of such date or, if qualified by their terms by a reference to
materiality or material adverse effect, then true and correct as so qualified on and as of such date);

  •  

the representations and warranties of Iora related to the absence of certain changes or events will have been
true and correct on and as of the date of the merger agreement and as of immediately prior to the effective time as though such representations and warranties were made as of immediately prior to the effective time;

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  •  

representations and warranties of Iora related to certain capitalization matters will have been true and accurate
in all respects on and as of the date of the merger agreement and on as immediately prior to the effective time as though such representations and warranties were made on and as of immediately prior to the effective time (except for the
representations and warranties of Iora made as of a specified date, which will be true and correct as of such date), except de minimis inaccuracies;

  •  

all other representations and warranties of Iora set forth in the merger agreement will have been true and
correct (without giving effect to any qualifications of a reference to materiality or material adverse effect) on and as of the date of the merger agreement and on and as of immediately prior to the effective time as though such representations and
warranties were made on and as of immediately prior to the effective time (except for the representations and warranties of Iora made as of a specified date, which will be true and correct as of such date), except for such failures to be true and
correct that would not have a material adverse effect.

  •  

Iora, its subsidiaries and the affiliated practices will have performed in all material respects the obligations
required to be performed by each of them under the merger agreement at or prior to the closing date.

  •  

Since the date of the merger agreement, there will not have occurred a material adverse effect with respect to
Iora.

  •  

Iora will have provided notice to CMS regarding the contemplated transactions for purposes of maintaining the
Iora’s, its subsidiaries’ and the affiliated practices’ participation in the CMS Direct Contracting Model, and will not have received any objection or notice of termination from CMS within ninety (90) days of providing such
notice. Such notice was provided to CMS on June 8, 2021.

  •  

Each senior employee agreement executed concurrently with the merger agreement by the key employees will be in
full force and effect and will not have been revoked, rescinded or otherwise repudiated by the respective signatories thereto, and no key employee that has executed a key employee offer will have terminated his, her or its employment with Iora or
any of its subsidiaries (other than as a result of death or disability) or expressed an intention (whether formally or informally) in terminating their employment with 1Life (or any affiliate of 1Life, including the surviving corporation) following
the closing of the merger.

  •  

At least 80% of an agreed list of Iora employees will be employed as of the date of the merger agreement and
identified by Iora will have executed new offer letters with 1Life on 1Life’s standard form of offer letter, together with 1Life’s customary form of proprietary inventions assignment agreement (which forms were made available to Iora prior
to the date of the merger agreement), provided, that any employee that is unable to execute a new offer letter with 1Life as a result of a death or disability will be excluded from the determination of whether this condition has been satisfied, and
the percentage set forth in this condition will be determined as if such individual were not included in the group subject to this condition; provided, further that no such offer letter will include any restrictive covenant agreements or similar
provisions (other than any such provisions agreed to in any restrictive covenant agreement executed concurrently with the execution of the merger agreement or such provisions included in 1Life’s customary offer letter for all new employees that
was provided to Iora prior to the date of the merger agreement).

  •  

With respect to any payments and/or benefits that Iora (in consultation with 1Life) determines may constitute
“parachute payments” under Section 280G of the Code with respect to any individual whom Iora reasonably believes is, with respect to Iora, a “disqualified individual” (within the meaning of Section 280G of the Code and
the regulations promulgated thereunder), (i) 280G approval was obtained, or (ii) that the 280G approval was not obtained and as a consequence, that such “parachute payments” will not be made or provided, pursuant to the waivers of
those payments and/or benefits that were executed by the affected individuals.

  •  

Holders of outstanding Iora’s capital stock representing at least 90% of all of Iora’s capital stock

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outstanding as of immediately prior to the closing of the merger and at least 90% of the voting power of all of Iora’s capital stock outstanding as of immediately prior to the closing of the
merger will have delivered executed joinder agreements, as applicable, to 1Life.

  •  

Each of the management services agreements between an affiliated practice and Iora or its subsidiaries will have
been amended and restated in form and substance approved by 1Life.

  •  

Iora will have delivered to 1Life the items identified in the merger agreement.

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:

  •  

the representations and warranties of 1Life related to (a) organization, standing, corporate power and
subsidiaries; (b) certain capitalization matters; (c) certain matters with respect to authority and voting requirements; and (d) brokers and other advisors will have been true and correct in all respects (except for such
representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified will be true and correct in all respects) on and as of the date of the
merger agreement and as of immediately prior to the effective time as though such representations and warranties were made as of immediately prior to the effective time (except for the representations and warranties of 1Life made as of a specified
date, which will be true and correct in all material respects as of such date or, if qualified by their terms by a reference to materiality or material adverse effect, then true and correct as so qualified on and as of such date);

  •  

certain representations and warranties of 1Life related to the absence of changes will have been true and correct
on and as of the date of the merger agreement and as of immediately prior to the effective time as though such representations and warranties were made as of immediately prior to the effective time;

  •  

the representations and warranties of 1Life related to certain capitalization matters will have been accurate in
all respects on and as of the date of the merger agreement and on as immediately prior to the effective time as though such representations and warranties were made on and as of immediately prior to the effective time (except for the representations
and warranties of 1Life made as of a specified date, which will be true and correct as of such date), except de minimis inaccuracies;

  •  

all other representations and warranties of 1Life set forth in the merger agreement will have been true and
correct (without giving effect to any qualifications of a reference to materiality or material adverse effect) on and as of the date of the merger agreement and on and as of immediately prior to the effective time as though such representations and
warranties were made on and as of immediately prior to the effective time (except for the representations and warranties of 1Life made as of a specified date, which will be true and correct as of such date), except for such failures to be true and
correct that would not have a material adverse effect.

  •  

1Life and Merger Sub will have performed in all material respects the obligations required to be performed by
them under the merger agreement at or prior to the closing date.

  •  

Since the date of the merger agreement, there will not have occurred a material adverse effect with respect to
1Life.

  •  

The Iora Board designee will have been appointed to the 1Life Board with effect upon the effective time in
accordance with the merger agreement.

  •  

1Life and Merger Sub, as applicable, will have delivered to Iora the items identified in the merger agreement.

  •  

There will have been no material change in any statute, regulation, official interpretation of any statute or
regulation or judicial decision after the date of the merger agreement that would prevent Iora’s tax adviser from delivering the opinion described in the merger agreement.

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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:

  •  

any failure of any of Iora’s representations and warranties to be true and correct as of the closing date
(except in the case of representations and warranties that by their terms speak only as of a specified date or dates, which representations and warranties will be true and correct as of such date or dates), which we refer to as a representation
breach;

  •  

any breach or nonfulfillment by Iora of any of its covenants or obligations under the merger agreement or any of
the other transaction agreements;

  •  

in connection with the exercise of dissenters’ or appraisal rights related to the merger by any Iora
stockholder, any amounts actually paid to any such Iora stockholder with respect to dissenting shares to the extent, in the aggregate, in excess of the value of the consideration that otherwise would have been payable pursuant to the merger
agreement upon the exchange of such dissenting shares, and any reasonable, documented and out-of-pocket third party interest, costs, expenses and fees incurred by any
1Life indemnified party in connection with the administration or defense of any dissenters’ or appraisal rights with respect to such dissenting shares;

  •  

any inaccuracies in the allocation of merger consideration as set forth in the capitalization spreadsheet or the
distribution of the merger consideration, including any legal proceeding by any current, former or alleged security holder of Iora (including against current or former directors of Iora or the surviving corporation) arising out of or relating to an
inaccuracy in the calculation of the capitalization spreadsheet or the distribution of the merger consideration or any portion of the escrow fund or the expense fund share and any claim that such current, former or alleged security holder of Iora
(including against current or former directors of Iora or the surviving corporation) is entitled to any interest or security of Iora or any its subsidiaries or any payment in connection with the contemplated transactions other than as specifically
set forth in the merger agreement or on the capitalization spreadsheet; and

  •  

all debt of Iora outstanding as of the closing solely to the extent not taken into account in, or raised in
connection with, calculating the final deduction amount;

  •  

all transaction expenses outstanding as of the closing solely to the extent not taken into account in, or raised
in connection with, calculating the final deduction amount;

  •  

any pre-closing taxes, to the extent (i) not taken into account in
calculating the final deduction amount and (ii) not subject to indemnification pursuant to a representation breach;

  •  

any of the matters described in connection with the merger agreement;

  •  

fraud committed by or on behalf of Iora in the making of the representations and warranties expressly set forth
in the merger agreement, each of the foregoing we refer to as an indemnifiable matter; or

  •  

any liabilities specifically indemnified under the merger agreement, which we refer to as the special indemnity.

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

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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

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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).

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Termination of the Merger Agreement

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

  •  

by the mutual written consent of 1Life and Iora;

  •  

by either 1Life or Iora, upon written notice to the other party, if the merger is not consummated on or before
the end date; except, that if, as of the end date, the waiting period applicable to the merger under the HSR Act has not expired and all other conditions of the merger agreement have been satisfied or waived, then the end date will be automatically
extended until April 16, 2022 (provided that this termination right is not available to any party whose failure to perform any of its obligations under the merger agreement has been the primary cause of, or directly resulted in, the
failure of the merger to be consummated on or before the end date);

  •  

by either 1Life or Iora, upon written notice to the other party, if there is in effect a final order prohibiting
the consummation of the merger (provided that this termination right is not available to a party if such order was primarily due to the failure of such party to perform any of its obligations under the merger agreement); or

  •  

by either 1Life or Iora, upon written notice to the other party, if the 1Life special meeting has concluded and
the 1Life stockholder approvals were not obtained.

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

  •  

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 a 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

  •  

Upon written notice to 1Life, if the 1Life Board effects a change in recommendation, which we refer to as a 1Life
triggering event.

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

  •  

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 a 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

  •  

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, which we refer to as an Iora triggering event.

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

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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.

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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.

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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

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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.

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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.

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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.

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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

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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

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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:

  •  

the combined company will be a premier national human-centered, technology-powered, value-based primary care
platform across commercially insured and Medicare populations at every stage of life;

  •  

the proposed merger extends One Medical’s platform to deliver multi-modal care with 24/7 national digital
health and in-person care across a combined 28 markets and beyond;

  •  

the proposed merger enlarges One Medical’s total addressable market by $700 billion, for a combined
potential market opportunity of $870 billion across commercial primary care and Medicare segments, including the new GPDC Model;

  •  

the proposed merger enhances One Medical’s risk-taking capabilities and extends One Medical into at-risk Medicare reimbursement models;

  •  

the proposed merger accelerates the expansion of two high-growth organizations, with complementary cultures and
models serving as a premier place to practice modernized healthcare; and

  •  

projected efficiencies from integrating certain of Iora’s operations into One Medical’s existing
operations, including revenue and cost synergies and capital expenditure savings.

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:

  •  

its knowledge of One Medical’s business, operations, financial condition, earnings and prospects on a
standalone basis and of Iora’s business, operations, financial condition, earnings and prospects, taking into account the results of 1Life’s due diligence review of Iora;

  •  

the fact that the exchange ratio will not fluctuate based upon changes in the market price of the 1Life common
stock between the date of the merger agreement and the date of the consummation of the proposed merger, providing greater certainty to 1Life regarding the anticipated financial benefits of the merger;

  •  

the opinion of Morgan Stanley & Co. LLC, dated June 6, 2021, to the 1Life Board, which opinion is
attached hereto as Annex B, to the effect that, 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 therein, 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, as more fully described in the section titled “—Opinion of Financial
Advisor to 1Life, Morgan Stanley
 & Co. LLC”;

  •  

the comprehensive terms and conditions of the merger agreement, including the representations, warranties,
covenants, indemnities, closing conditions and termination provisions;

  •  

the terms of the joinder agreements entered into in connection with the execution of the merger agreement,
including the commitment (subject to the terms of the joinder agreements) by certain of Iora stockholders to, among other things, vote for the approval and adoption of the merger agreement, which represents in the aggregate approximately 72.9% of
the outstanding Iora capital stock; and

  •  

the likelihood that the merger will be consummated on a timely basis.

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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):

  •  

the substantial cost of integrating the two companies as well as the risk that integration costs may be greater
than anticipated;

  •  

the challenges inherent in the merger of two businesses of the size and scope of One Medical and Iora, including
the risks that it may be difficult to retain key employees and that management’s attention might be diverted for an extended period of time;

  •  

the risk of not achieving all of the anticipated synergies and the risk that strategic benefits and other
anticipated benefits might not be realized or may take longer than expected to achieve;

  •  

the dilution of the ownership interests of 1Life’s current stockholders that would result from the Iora
stock issuance, and the fact that existing equityholders of Iora are expected to own approximately 26.75% of 1Life on a fully diluted basis following the proposed merger;

  •  

the risk that the proposed merger may limit 1Life’s ability to engage in additional future strategic
acquisitions;

  •  

the fact that, in the event of a termination of the merger agreement by 1Life due to a change in the 1Life Board
recommendation, 1Life will pay Iora a termination fee of $50 million, as more fully described in the section titled “The Merger Agreement—Termination Fees and Expenses; Liability for Breach

  •  

the fact that, in the event of a termination of the merger agreement by 1Life or Iora due to the fact that
1Life’s stockholders have failed to approve the stock issuance proposal, 1Life will pay Iora a termination fee of Iora’s reasonable out-of-pocket fees and
expenses actually incurred by Iora, up to a maximum of $10 million, as more fully described in the section titled “The Merger Agreement—Termination Fees and Expenses; Liability for Breach”;

  •  

the risks associated with the effects of general competitive, economic, political, and market conditions,
including challenges affecting the global economy resulting from the COVID-19 pandemic and fluctuations in the trading price of shares of 1Life common stock; and

  •  

the risks of the type and nature described under the caption “Risk Factors,” and the matters
described under “Cautionary Statement Regarding Forward-Looking Statements

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.

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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):

  •  

The valuation of Iora represented by the merger consideration represented a compelling premium compared to
Iora’s pre-money and post-money equity value in its latest round of venture financing.

  •  

The all-stock merger consideration offers Iora’s stockholders an
opportunity to participate in the synergies and potential growth created by the combined company. To that end, the Iora Board considered that the merger creates an opportunity for significant synergies and growth by combining complementary medical
offerings, serving each of the commercially insured and Medicare and Medicare Advantage populations, into a combined entity that can service the entire health ecosystem, both in person and virtually, from pediatrics to geriatrics.

  •  

If the merger is completed, Iora’s stockholders as a group will have a meaningful ownership interest in the
combined company, with an expected ownership of approximately 26.75% on a fully diluted basis, which will allow certain Iora officers and directors to have a continuing influence on the execution of the strategy and business plan of the combined
company through the appointment of one Iora designee to the 1Life Board following closing, and of Mr. Fernandopulle as Chief Innovation Officer of the combined company, Tyler Jung as the Chief Medical Officer of Iora Health and
Suzanne Hansen as Chief Operating Officer of Iora Health.

  •  

Iora stockholders will receive freely tradeable 1Life common stock at the completion of the merger, so each Iora
stockholder will be able decide whether to hold the 1Life common stock such stockholder receives in the merger, in whole or part, or to sell such stock, in whole or in part.

  •  

The merger is expected to result in greater long-term stockholder value than Iora’s other strategic
alternatives, including remaining an independent company, pursuing additional rounds of venture capital funding or an initial public offering or direct listing, or seeking an alternative transaction with a third party.

  •  

Iora’s need to raise significant capital in order to fund its ongoing operations and growth, and the Iora
Board believes that financing might not be available or might be available on terms that were not attractive and could be highly dilutive to existing stockholders.

  •  

Iora conducted a thorough process to explore Iora’s strategic alternatives during which Iora investigated
the possibility of alternative transactions, including further venture capital funding.

  •  

Significant Iora stockholders support the merger, including Christopher McKown, Rushika Fernandopulle, F-Prime Capital Partners Healthcare Fund II LP, Point 406 Ventures II, L.P., Point 406 Ventures 2016 Opportunity Fund, L.P., Polaris Venture Partners VI, L.P., Polaris Venture Partners Founders Fund VI, L.P., Flare
Capital Partners I, L.P., Flare Capital Partners I-A, L.P., Aquarius Healthcare Investments Pte. Ltd., Hasham Traders, Cox Investment Holdings, Inc. and Humana, Inc, as more fully described in the section
titled “—Iora Support Agreements”.

  •  

The merger consideration and the terms of the merger agreement reflect extensive negotiations between the
parties, all of which are believed to be favorable to Iora’s stockholders.

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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):

  •  

The synergies and growth that Iora expects to create through the merger may not be fully realized as a result of,
among other things, the difficulties inherent in integrating the combined company’s businesses, assets and workforces. As a result, Iora stockholders may not realize the appreciation in the value of the
all-stock merger consideration that the Iora Board believes to be a significant benefit of the merger.

  •  

The value of the merger consideration received by Iora stockholders at the completion of the merger may be lower
than the value of the merger consideration at the time of the announcement of the merger by virtue of the fact that exchange ratio used to calculate the all-stock merger consideration is fixed in the merger
agreement (subject to certain adjustments), indicating that Iora’s stockholders could be adversely affected by a decrease in the trading price of 1Life common stock during the pendency of the merger.

  •  

The merger consideration is subject to potential downward adjustments in the event that certain fees and other
expenses fall outside a certain agreed upon range.

  •  

The merger consideration is subject to escrow holdbacks that could be forfeited to 1Life, in whole or in part, in
the event that 1Life incurs certain liabilities following the completion of the merger that are indemnifiable by Iora’s stockholders.

  •  

The merger may not be completed or may be unduly delayed for reasons beyond the control of Iora and/or 1Life,
including the possibility that 1Life’s stockholders fail to approve the merger and the possibility that antitrust authorities prohibit or enjoin the merger.

  •  

If the merger is not completed, Iora will have expended significant human and financial resources on a failed
transaction, and may also be required to pay 1Life a termination fee under certain circumstances (as more fully described in the section titled “The Merger Agreement—Termination Fees and Expenses; Liability for Breach”).

  •  

The merger agreement restricts Iora’s ability to seek alternative transactions or engage in discussions
regarding any unsolicited transaction proposals it may receive during the pendency of the merger (as more fully described in the section titled “The Merger Agreement—No Solicitation by Iora”), which could have the effect of
discouraging such proposals from being made or pursued.

  •  

Various other risks associated with the merger and the business of 1Life and the combined company set forth in
the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements

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

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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:

  •  

in favor of the adoption of the merger agreement and approval of the terms of the contemplated transactions, and
of any other actions reasonably agreed by 1Life and Iora as necessary or appropriate in connection with the contemplated transactions;

  •  

against any action or agreement that would result in a breach of any representation, warranty, covenant or
obligation of Iora in the merger agreement; and

  •  

against any action, agreement, proposal or transaction involving Iora or any of its subsidiaries which is
intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the contemplated transactions or the Signing Support Agreements (see the section titled “—Iora Support
Agreements”
).

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.

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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.

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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

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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

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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)

     Projections     Extrapolations  
     2021E     2022E     2023E     2024E     2025E      2026E      2027E      2028E      2029E      2030E  

Revenue

     475       596       753       950       1,193        1,493        1,862        2,313        2,864        3,532  

Care Margin (1)

     180       236       312       410       536        672        838        1,041        1,289        1,590  

Adjusted EBITDA (2)

     (10     (6     13       70       180        266        372        486        630        812  

Unlevered Free Cash Flow (3)

     (133     (105     (104     (65     20        80        160        210        277        385  
(1)

Care Margin is operating income excluding depreciation and amortization, general and administrative expense and
sales and marketing expense.

(2)

Adjusted EBITDA (non-GAAP) means net income before interest, taxes,
depreciation and amortization and is presented before the impact of stock-based compensation expense.

(3)

Unlevered free cash flow (non-GAAP) is calculated as Adjusted EBITDA
less cash tax expense, less capital expenditures, and less changes in working capital. Assumes illustrative 25% tax rate and accounts for potentially favorable tax attributes of NOLs (based on $235 million of federal NOLs estimated to be
available as of December 31, 2020 at the time the Forecasts were prepared).

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Iora Seller Case (1)

($ in millions)

2025E

     Projections      Extrapolations  
     2021E     2022E     2023E     2024E     2025E      2026E      2027E      2028E      2029E      2030E  

Revenue

     309       526       787       1,133       1,521        2,032        2,672        3,459        4,408        5,529  

Care Margin (2)

     (27     4       50       122       229        357        510        711        967        1,286  

Adjusted EBITDA (3)

     (93     (73     (44     14       113        207        320        475        681        945  

Unlevered Free Cash Flow (4)

     (113     (109     (87     (58     20        113        197        298        347        512  
(1)

Financial projections through 2025E down to Adjusted EBITDA provided by Iora. Extrapolations 2026E to 2030E
provided by 1Life’s management and are presented before the impact of stock-based compensation.

(2)

Care Margin is operating income excluding depreciation and amortization, general and administrative expense and
sales and marketing expense.

(3)

Adjusted EBITDA (non-GAAP) means net income before interest, taxes,
depreciation and amortization and is presented before the impact of stock-based compensation.

(4)

Unlevered free cash flow (non-GAAP) is calculated as Adjusted EBITDA
less cash tax expense, less capital expenditures, and less changes in working capital. Assumes illustrative 26% tax rate and accounts for potentially favorable tax attributes of NOLs (based on $551 million of NOLs estimated to be available as
of December 31, 2020 at the time the Forecasts were prepared).

Iora Base Case

($ in millions)

     Projections  
     2021E     2022E     2023E     2024E     2025E     2026E      2027E      2028E      2029E      2030E  

Revenue

     299       479       643       843       1,074       1,403        1,815        2,334        2,974        3,730  

Care Margin(1)

     (39     (14     9       45       106       193        290        407        581        779  

Adjusted EBITDA(2)

     (90     (85     (75     (50     3       74        144        233        375        545  

Unlevered Free Cash Flow(3)

     (110     (117     (106     (99     (54     15        67        133        246        342  
(1)

Care Margin is operating income excluding depreciation and amortization, general and administrative expense and
sales and marketing expense.

(2)

Adjusted EBITDA (non-GAAP) means net income before interest, taxes,
depreciation and amortization and is presented before the impact of stock-based compensation.

(3)

Unlevered free cash flow (non-GAAP) is calculated as Adjusted EBITDA
less cash tax expense, less capital expenditures, and less changes in working capital. Assumes illustrative 26% tax rate and accounts for potentially favorable tax-attributes of NOLs (based on
$551 million of NOLs estimated to be available as of December 31, 2020 at the time the Forecasts were prepared).

Synergies

($ in millions)

     Projections  
     2021E     2022E     2023E     2024E     2025E      2026E      2027E      2028E      2029E      2030E  

Revenue Synergies

     0       39       138       256       377        467        547        637        742        866  

Total Adjusted EBITDA1

     (5     (13     (19     (11     3        28        52        76        101        129  

Total Cashflow Impact (excluding taxes)

     (48     (34     (21     (1     15        40        64        88        113        141  

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(1)

Total Adjusted EBITDA impact from Synergies is normalized to exclude impact from cost to achieve Synergies

Opinion of Financial Advisor to 1Life, Morgan Stanley & Co. LLC

1Life retained Morgan Stanley to act as its financial advisor 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 purposes 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 purposes of rendering its opinion, Morgan Stanley, among other things:

  •  

reviewed certain publicly available financial statements and other business and financial information of 1Life;

  •  

reviewed certain internal financial statements and other financial and operating data concerning Iora and 1Life,
respectively;

  •  

reviewed certain financial projections prepared by the managements of Iora and 1Life, respectively;

  •  

reviewed information relating to certain strategic, financial and operational benefits anticipated from the
merger, prepared by the management of 1Life;

  •  

discussed the past and current operations and financial condition and the prospects of Iora, including
information relating to certain strategic, financial and operational benefits anticipated from the merger, with senior executives of Iora;

  •  

discussed the past and current operations and financial condition and the prospects of 1Life, including
information relating to certain strategic, financial and operational benefits anticipated from the merger, with senior executives of 1Life;

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  •  

reviewed the pro forma impact of the merger on 1Life’s cash flow, consolidated capitalization and certain
financial ratios;

  •  

reviewed the reported prices and trading activity for 1Life common stock;

  •  

compared the financial performance of Iora and 1Life and the prices and trading activity of 1Life common stock
with that of certain other publicly traded companies comparable with Iora and 1Life, respectively, and their securities;

  •  

reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;

  •  

participated in certain discussions and negotiations among representatives of Iora and 1Life and certain parties
and their financial and legal advisors;

  •  

reviewed the merger agreement and certain related documents; and

  •  

performed such other analyses, reviewed such other information and considered such other factors as Morgan
Stanley deemed appropriate.

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent
verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by Iora and 1Life and formed a substantial basis for Morgan Stanley’s opinion. With respect to
the financial projections, including information relating to certain strategic, financial and operational benefits anticipated from the merger, Morgan Stanley assumed that they have been reasonably prepared on bases reflecting the best currently
available estimates and judgments of the respective managements of Iora and 1Life of the future financial performance of Iora and 1Life. In addition, Morgan Stanley assumed that the merger will be consummated in accordance with the terms set forth
in the merger agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that the merger will be treated as a tax-free reorganization pursuant to the Code and
that the definitive merger agreement would not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other
approvals and consents required for the proposed merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed merger. Morgan
Stanley noted that it is not a legal, tax, or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Iora and 1Life and their legal, tax, or regulatory advisors with
respect to legal, tax, or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Iora’s officers, directors or employees, or any class of such persons, relative
to the Aggregate Consideration to be paid to the holders of the Iora capital stock (other than shares held in treasury by Iora or held by 1Life or any wholly owned subsidiary of 1Life or as to which dissenters’ rights have been perfected)
pursuant to the merger agreement. Morgan Stanley expressed no opinion as to the relative fairness to 1Life of any portion of the Aggregate Consideration that may be paid to holders of any series of common or preferred stock of Iora or any amounts
that 1Life may be required to pay or advance to fund working capital for Iora prior to the closing of the merger or in connection with the termination of the merger agreement. Morgan Stanley did not make any independent valuation or appraisal of the
assets or liabilities of Iora or 1Life, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the
information made available to Morgan Stanley as of, June 5, 2021. Events occurring after such date may affect Morgan Stanley’s opinion and the assumptions used in preparing such opinion, and Morgan Stanley did not assume any obligation to
update, revise or reaffirm its opinion.

Morgan Stanley’s opinion was limited to 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 and did not address the relative merits of the transactions contemplated by the merger agreement as compared to other business
or financial strategies that might be available to 1Life, nor did it address the underlying business

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decision of the 1Life Board to enter into the merger agreement or proceed with any other transaction contemplated by the merger agreement.

Summary of Financial Analyses

The
following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion to the 1Life Board. The following summary is not a complete description of Morgan
Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Except
for the number of outstanding shares of 1Life, on a fully diluted basis (which was calculated by 1Life management as of May 31, 2021), or as otherwise noted, the following quantitative information, to the extent that it is based on market data,
is based on market data as of June 4, 2021 and is not necessarily indicative of current market conditions. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial
analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be
considered as a whole. Assessing any portion of such analyses and of the factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion. Furthermore,
mathematical analysis is not in itself a meaningful method of using the data referred to below.

In performing the financial analyses
summarized below and in arriving at its opinion, at the direction of 1Life, Morgan Stanley utilized and relied upon the 1Life Management Case, the Iora Seller Case, the Iora Base Case and certain information regarding potential cost efficiencies and
financial and operational benefits anticipated from the merger prepared by management of 1Life (hereinafter referred to as the “Synergies”; and the term “Synergized” implying inclusion of the Synergies in the financial analyses
described below). The 1Life Management Case, Iora Seller Case, Iora Base Case and Synergies are more fully described in the section titled “—Unaudited Financial Information”. With respect to the 1Life Management Case, the Iora
Base Case and the Synergies, Morgan Stanley assumed that they were reasonably prepared on a basis reflecting the best currently available estimates and good faith judgments of the management of 1Life, and, with respect to the Iora Seller Case,
Morgan Stanley assumed they were reasonably prepared on a basis reflecting the best currently available estimates and good faith judgments of the management of Iora, and that the extrapolations for the years 2026-2030 were reasonably prepared on a
basis reflecting the best currently available estimates and good faith judgments of the management of 1Life. Further, Morgan Stanley assumed, at the direction of the management of 1Life, that the Synergies will be achieved at the times and in the
amounts projected thereby. At the direction of 1Life, Morgan Stanley relied upon the 1Life Management Case, the Iora Seller Case, the Iora Base Case and the Synergies in arriving at its opinion. Morgan Stanley expressed no opinion with respect to
the 1Life Management Case, the Iora Seller Case, the Iora Base Case or the Synergies or the assumption upon which they were based.

For
purposes of Morgan Stanley’s analyses and opinion, Morgan Stanley assumed an implied total transaction aggregate value of $2,098 million consisting of (i) aggregate stock consideration of $1,990 million, based on the closing
trading price of 1Life common stock on June 4, 2021 of $35.59 and 55.9 million shares of 1Life common stock to be issued in connection with the merger (on a net basis calculated based on the treasury stock method, which assumes the
repurchase of shares of 1Life common stock using the aggregate exercise price of in the money Iora stock options rolling over in the merger), (ii) aggregate cash consideration to holders of Iora phantom stock awards (net of exercise price) of
$7 million, assuming the vesting of Iora phantom stock awards with respect to 0.3 million shares of Iora common stock and (iii) the assumption or payment by 1Life of estimated transaction expenses and net indebtedness of Iora of
approximately $101 million assuming a closing date of October 31, 2021

For purposes of the Iora standalone analyses described
in the section titled “ —Iora Financial Analyses” and the relative ownership analysis described in the section titled “ —Relative Ownership Analysis”,

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Morgan Stanley assumed, based on Iora’s near-term financing needs and at the direction of 1Life’s management, that, in the absence of the transactions contemplated by the merger
agreement, Iora would have undertaken equity financings in 2021 comprising a private placement for gross proceeds of $150 million on or around the date of the opinion and an initial public offering for gross proceeds of $300 million at the
end of 2021, resulting in dilution to Iora’s existing equityholders such that they would own approximately 85% of Iora’s common stock (on a fully diluted, as-converted basis) following such equity
financings. At the direction of the management of 1Life, Morgan Stanley adjusted the aggregate value and equity value implied by each such analysis to account for this assumed dilution to existing equityholders of Iora to reach an implied adjusted
aggregate value and implied adjusted equity value attributable to the existing equityholders of Iora (such adjusted values indicated below by the terms “adjusted aggregate value” or “adjusted equity value”).

Iora Financial Analyses

Selected Publicly Traded Companies Analysis. Morgan Stanley performed a public trading comparable company analysis, which
attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. The following list sets forth the selected publicly traded comparable companies in the disruptive healthcare technology and Medicare
Advantage-focused primary care industries that shared certain similar business and operating characteristics to Iora that were reviewed in connection with this analysis, which we refer to as the Iora Comparable Companies:

  •  

1Life Healthcare, Inc.

  •  

American Well Corp.

  •  

Health Catalyst, Inc.

  •  

Oak Street Health, Inc.

  •  

Teladoc Health, Inc.

The above companies were chosen based on Morgan Stanley’s knowledge of Iora’s industry and because these companies have businesses
that may be considered similar to Iora. Although none of such companies are identical or directly comparable to Iora, these companies are publicly traded companies with operations or other criteria, such as lines of business, markets, business
risks, growth prospects, maturity of business and size of scale of business, that for purposes of its analysis Morgan Stanley considered similar or reasonably comparable to those of Iora. While there may have been other companies that operate in
similar industries or have similar principal lines of business or financial or operating characteristics to Iora, Morgan Stanley did not specifically identify any other companies for purposes of this analysis.

For purposes of this comparative analysis, Morgan Stanley calculated and compared, among other things, the ratio of aggregate value (defined
as market capitalization plus net debt, preferred equity and minority interests) to research analyst consensus estimates of revenue for calendar years 2021 and 2022 for each Iora Comparable Company.

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Selected Publicly Traded Company Multiples

Comparable Company

   AV/CY2021E

Revenue
     AV/CY2022E

Revenue
 

1Life Healthcare, Inc.

     10.3x        8.3x  

Accolade, Inc.

     11.6x        8.8x  

American Well Corp.

     9.1x        7.2x  

Cano Health, Inc.

     4.6x        3.0x  

Health Catalyst, Inc.

     12.2x        10.1x  

GoodRx, Inc.

     21.2x        15.2x  

Oak Street Health, Inc.

     11.2x        7.2x  

Progyny, Inc.

     11.7x        8.2x  

Teladoc Health, Inc.

     12.7x        9.8x  

Based on the analysis of the relevant metrics for each of the Iora Comparable Companies and upon the
application of its professional judgment and experience (which included the exclusion of outliers and weighting more heavily the Iora Comparable Companies which Morgan Stanley deemed most comparable to Iora in the relevant metrics), Morgan Stanley
selected a reference range of revenue multiples of the Iora Comparable Companies and applied this range of multiples to the relevant Iora financial statistics (based on the Iora Seller Case and the Iora Management Case).

Morgan Stanley calculated the following ranges for the implied adjusted aggregate value of Iora:

Metric

   Iora Statistic

(in millions)
     Reference

Range
     Implied Adjusted

Aggregate Value

(in millions)
 
AV/2021E Revenue (Iora Seller Case)      $309       

8.0x –

11.0x
 

 
     $2,405 – $3,310  
AV/2022E Revenue (Iora Seller Case)      $526        5.0x – 7.0x        $2,575 – $3,630  
AV/2021E Revenue (Iora Base Case)      $299        8.0x –11.0x        $2,310 – $3,180  

AV/2022E Revenue (Iora Base Case)

   $ 479        5.0x – 7.0x      $ 2,305 – $3,270  

No company utilized in the comparable public company analysis is identical to Iora. Morgan Stanley selected
the companies reviewed in this analysis because it believed them to be similar to Iora based on its experience with companies in the healthcare technology sector. Morgan Stanley made judgments and assumptions with regard to industry performance,
general business, economic, market and financial conditions and other matters, which are beyond Iora’s control, such as the impact of competition on Iora and the industry generally, industry growth, and the absence of any adverse material
change in the financial condition and prospects of Iora or the industry, or in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

Discounted Future Value Analysis. Morgan Stanley also performed a discounted future value analysis
for Iora, which is designed to provide an indication of the present value of a company as a function of such company’s estimated future revenue and illustrative aggregate value to revenue multiples.

Morgan Stanley calculated the discounted future value of Iora as of March 31, 2021. To calculate the discounted future value of Iora,
Morgan Stanley utilized 2023 estimated revenue based on each of the Iora Seller Case and Iora Base Case. Morgan Stanley calculated the future aggregate value of Iora as of December 31, 2022 based on aggregate value to 2023E revenue multiples of
7.0x – 9.0x, which multiple range Morgan Stanley selected based on its professional judgment and experience utilizing the NTM revenue multiple, which was blended based on the selected range of 2021 and 2022 revenue multiples described in the
section titled “ —Iora Financial Analyses—Selected Publicly Traded Companies Analysis,” and added to the future aggregate value an assumed net debt balance based on cumulative unlevered free cash flows between
March 31, 2021 and

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December 31, 2022. The resulting aggregate values as of December 31, 2022 were then discounted back to the present value as of March 31, 2021 using a discount rate equal to an
assumed cost of equity of 8.6% based on Morgan Stanley’s estimate of Iora’s mid-point cost of equity derived using the capital asset pricing model and then adjusted for the assumed dilution to
existing equityholders of Iora. This analysis resulted in the following ranges of implied adjusted aggregate values for Iora as of March 31, 2021:

Forecast Scenario

   Adjusted Aggregate

Value Range
 
     (in millions)  

Iora Seller Case

   $ 4,285—$5,460  

Iora Base Case

   $ 3,460—$4,405  

Discounted Cash Flow Analysis. Morgan Stanley performed a discounted cash flow analysis on Iora based
on estimates of future cash flows from March 31, 2021 through December 31, 2030 and calculated a terminal value at the end of such projection period.

Morgan Stanley calculated a range of implied adjusted aggregate values of Iora based on the Iora Seller Case and Iora Base Case scenarios,
described in the section titled “—Unaudited Financial Information,” in each case based on estimates of future unlevered free cash flows of Iora from March 31, 2021 through December 31, 2030. Morgan Stanley first
calculated the present value of the unlevered forecasted free cash flows (defined as net cash provided by operating activities prior to after-tax interest expense, minus or plus net cash used in or provided by
investing activities and inclusive of tax savings from the use of NOLs) of Iora based on estimates by Iora management. Morgan Stanley then calculated a terminal value range for Iora by applying a perpetuity growth rate of 2.5% to 3.5%, based on
Morgan Stanley’s professional judgment, to the unlevered free cash flow of Iora for the terminal year. Morgan Stanley then discounted the unlevered free cash flow and terminal value to present value as of March 31, 2021 using discount
rates of 7.8% to 9.3%, representing the range of discount rates for Iora selected by Morgan Stanley based on Morgan Stanley’s estimation of Iora’s weighted average cost of capital. Morgan Stanley then added the present value of the cash
from the future capital raises done by Iora on Iora’s balance sheet to determine the present value of the total equity value of Iora. Morgan Stanley then multiplied such value by the percentage of ownership held by the existing stockholders of
Iora and deducted existing cash, resulting in an implied adjusted aggregate value of Iora. Based on the above-described analysis, Morgan Stanley derived the following range of implied adjusted aggregate values of Iora:

Forecast Scenario

   Implied Adjusted

Aggregate Value

(in millions)
 
Seller Case (Unsynergized)      $4,075–$6,855  

Base Case (Unsynergized)

   $ 2,165–$3,680  

Morgan Stanley then derived a range of implied adjusted aggregate values of Iora using the above-described
analysis taking into account the Synergies, which would create value for the stockholders of each company following completion of the merger in proportion to their equity ownership, and exclusive of the benefit of NOLs. For this analysis, Morgan
Stanley applied a perpetual growth rate to the Synergies of 0% (based on Morgan Stanley’s experience and professional judgment), and discounted net cash flows generated by the Synergies to present value using a range of discount rates of 7.8%
to 9.3% (which Morgan Stanley derived based on Iora’s assumed weighted average cost of capital using their experience and professional judgment). Based on the above-described analysis, Morgan Stanley derived the following range of implied
adjusted aggregate values of Iora:

Forecast Scenario

   Implied Adjusted

Aggregate Value

(in millions)
 
Seller Case (Synergized)      $4,585—$7,555  

Base Case (Synergized)

   $ 2,685—$4,385  

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1Life Financial Analyses

Selected Publicly Traded Companies Analysis. Morgan Stanley performed a public trading comparable company analysis, which
attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. The following list sets forth the selected publicly traded comparable companies in the disruptive healthcare technology industry that
shared certain similar business and operating characteristics to 1Life that were reviewed in connection with this analysis, which we refer to as the 1Life Comparable Companies:

  •  

American Well Corp.

  •  

Health Catalyst, Inc.

  •  

Teladoc Health, Inc.

The above companies were chosen based on Morgan Stanley’s knowledge of 1Life’s industry and because these companies have businesses
that may be considered similar to 1Life. Although none of such companies are identical or directly comparable to 1Life, these companies are publicly traded companies with operations or other criteria, such as lines of business, markets, business
risks, growth prospects, maturity of business and size of scale of business, that for purposes of its analysis Morgan Stanley considered similar or reasonably comparable to those of 1Life. While there may have been other companies that operate in
similar industries or have similar principal lines of business or financial or operating characteristics to 1Life, Morgan Stanley did not specifically identify any other companies for purposes of this analysis.

For purposes of this comparative analysis, Morgan Stanley calculated and compared, among other things, the ratio of aggregate value (defined
as market capitalization plus net debt, preferred equity and minority interests) to research analyst consensus estimates of revenue for calendar years 2021 and 2022 for each Comparable Company.

Selected Publicly Traded Company Multiples

Comparable Company

   AV/CY2021E

Revenue

Multiple
     AV/CY2022E

Revenue

Multiple
 
Accolade, Inc.      11.6x        8.8x  
American Well Corp.      9.1x        7.2x  
Health Catalyst, Inc.      12.2x        10.1x  
GoodRx, Inc.      21.2x        15.2x  
Progyny, Inc.      11.7x        8.2x  

Teladoc Health, Inc.

     12.7x        9.8x  

Based on the analysis of the relevant metrics for each of the 1Life Comparable Companies and upon the
application of its professional judgment and experience (which included the exclusion of outliers and weighting more heavily the 1Life Comparable Companies which Morgan Stanley deemed most comparable to 1Life in the relevant metrics), Morgan Stanley
selected a reference range of revenue multiples of the 1Life Comparable Companies and applied this range of multiples to the relevant 1Life financial statistics (based on the 1Life Management Case). In deriving equity values from aggregate values,
Morgan Stanley assumed $381 million net cash balance.

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Morgan Stanley calculated the following ranges for the per share equity value of 1Life
common stock:

Metric

   1Life Statistic

(in millions)
     Reference

Range
     Equity Value

Per Share

Range for

1Life
 
AV/2021E Revenue (1Life Management Case)    $ 475        9.5x –12.5x      $ 33 – $41  

AV/2022E Revenue (1Life Management Case)

   $ 596        7.5x – 10.0x      $ 32 – $41  

No company utilized in the comparable public company analysis is identical to 1Life. Morgan Stanley selected
the companies reviewed in this analysis because it believed them to be similar to 1Life based on its experience with companies in the healthcare technology sector. Morgan Stanley made judgments and assumptions with regard to industry performance,
general business, economic, market and financial conditions and other matters, which are beyond 1Life’s control, such as the impact of competition on 1Life and the industry generally, industry growth, and the absence of any adverse material
change in the financial condition and prospects of 1Life or the industry, or in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company
data.

Discounted Future Value Analysis. Morgan Stanley also performed a discounted future
value analysis for 1Life, which is designed to provide an indication of the present value of a company’s equity as a function of such company’s estimated future revenue and illustrative per share value.

Morgan Stanley calculated the discounted future value per share of 1Life common stock as of March 31, 2021. To calculate the discounted
future value per share of 1Life common stock, Morgan Stanley utilized 2023 estimated revenue based on the 1Life Management Case. Morgan Stanley calculated the future per share value of 1Life as of December 31, 2022 based on aggregate value to
2023 estimated revenue multiples of 8.5x – 11.5x, which multiple range Morgan Stanley selected based on the NTM revenue multiple, which was blended based on the average 2021 revenue multiple and the average 2022 revenue multiple and added to
the future aggregate value an assumed net cash balance based on projected net debt balances provided by 1Life management. The resulting future equity values as of December 31, 2022 were then discounted back to the present value as of
March 31, 2021 using a discount rate equal to an assumed cost of equity of 8.9% based on Morgan Stanley’s estimate of 1Life’s mid-point cost of equity derived using the capital asset pricing
model. This analysis resulted in a range of implied values per share of 1Life common stock of $37.00 to $49.00, rounded to the nearest $1 per share.

Discounted Cash Flow Analysis. Morgan Stanley performed a discounted cash flow analysis on 1Life based on estimates of future cash
flows from March 31, 2021 through December 31, 2030 and calculated a terminal value at the end of such projection period.

Morgan Stanley calculated a range of implied total equity values of 1Life and values per share of 1Life common stock based on estimates of
future unlevered free cash flows of 1Life from March 31, 2021 through December 31, 2030. Morgan Stanley first calculated the present value of the unlevered forecasted free cash flows (defined as net cash provided by operating activities
prior to after-tax interest expense, minus or plus net cash used in or provided by investing activities and includes tax savings from the use of NOLs) of 1Life based on estimates by 1Life management. Morgan
Stanley then calculated a terminal value range for 1Life by applying a perpetuity growth rate of 2.5% to 3.5%, based on Morgan Stanley’s professional judgment, to the unlevered free cash flow of 1Life for the terminal year. Morgan Stanley then
discounted the unlevered free cash flow and terminal value to present value as of March 31, 2021 using discount rates of 8.0% to 9.4%, representing the range of discount rates for 1Life selected by Morgan Stanley based on Morgan Stanley’s
estimation of 1Life’s weighted average cost of capital. Morgan Stanley then added the present value of tax savings from NOLs (discounted by the applicable weighted average cost of capital) and deducted the net debt and non-controlling

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interests of 1Life from the resulting value to derive equity value. Net debt was based on the estimate of $381 million of net cash as of May 31, 2021 provided in the 1Life projections.
Based on the above-described analysis, Morgan Stanley derived a range of implied values per share of 1Life common stock as of March 31, 2021 of $26.00 to $42.00, rounded to the nearest $1 per share.

Pro Forma Analyses

Relative
Ownership Analysis
. Based on comparing the implied range of valuations for each of Iora and 1Life based on the analyses described above, Morgan Stanley calculated the illustrative implied ownership of Iora’s stockholders in the combined
company after the consummation of the merger using the implied adjusted equity value of Iora and the implied equity value of 1Life derived from the relevant analysis. At the direction of 1Life’s management, Morgan Stanley calculated Iora’s
estimated adjusted equity value by subtracting $101 million of estimated transaction expenses and net debt from Iora’s implied standalone adjusted aggregate value ranges. This analysis indicated the following approximate implied ownership
ranges of the Iora stockholders in the combined company after the consummation of the merger:

     Implied Iora

Stockholder

Ownership
     Implied Adjusted

Equity Value

(for Iora) (in

billions)
     Implied Equity

Value (for

1Life) (in

billions)
 

Comparable Companies Analysis AV/2021E Revenue (Iora Seller Case)

     27%—39%      $ 2.3—$3.2      $ 4.9—$6.3  

Comparable Companies Analysis AV/2022E Revenue (Iora Seller Case)

     28%—42%      $ 2.5—$3.5      $ 4.8—$6.3  

Comparable Companies Analysis AV/2021E Revenue (Iora Base Case)

     26%—38%      $ 2.2—$3.1      $ 4.9—$6.3  

Comparable Companies Analysis AV/2022E Revenue (Iora Base Case)

     26%—39%      $ 2.2—$3.2      $ 4.8—$6.3  

Discounted Future Value Analysis (Iora Seller Case)

     35%—48%      $ 4.2—$5.4      $ 5.7—$7.6  

Discounted Future Value Analysis (Iora Base Case)

     31%—43%      $ 3.4 and $4.3      $ 5.7 and $7.6  

Discounted Cash Flow Analysis (Iora Seller Case, Unsynergized)

     38%—63%      $ 4.0 and $6.8      $ 3.9 and $6.4  

Discounted Cash Flow Analysis (Iora Base Case, Unsynergized)

     24%—47%      $ 2.1 and $3.6      $ 3.9 and $6.4  

Morgan Stanley then compared the respective ranges of implied ownership above to the implied ownership of Iora
stockholders in the combined company of 26.75% after the consummation of the merger as implied by Aggregate Consideration.

Pro Forma
DCF Analysis.
Using the 1Life Management Case, and assuming, among other things, realization of the Synergies, Morgan Stanley performed a pro forma analysis of the financial impact of the merger on 1Life’s estimated equity value per share
as of March 31, 2021.

Based on this analysis and including the impact of one-time costs to
achieve the Synergies, but excluding transaction-related amortization, it is expected that the proposed merger would be accretive to the implied equity value per share as of March 31, 2021.

Morgan Stanley performed a discounted cash flow analysis of 1Life pro forma for the proposed merger, which is referred to in this section of
the proxy statement/prospectus/consent solicitation statement as the pro forma DCF, using the standalone implied per share equity reference range of the 1Life common stock based on Morgan Stanley’s 1Life discounted cash flow analysis, as
discussed in the section titled “ —1Life Financial Analyses—Discounted Cash Flow Analysis.” The pro forma DCF analysis reflected (i) the stand-alone DCF

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values derived for each of Iora and unadjusted for the dilutive impact of future capital raises, based on the Iora Base Case and exclusive of tax savings from the use of NOLs and of the impact of
the Synergies, and 1Life, inclusive of tax savings from the use of NOLs, as described in the section titled “ —Iora Financial Analyses—Discounted Cash Flow Analysis,” and “ —1Life Financial
Analyses—Discounted Cash Flow Analysis
,” respectively, plus (ii) the DCF value of the Synergies, as described in the section titled “ —Iora Financial Analyses—Discounted Cash Flow Analysis” minus
(iii) estimated 1Life transaction expenses of $41 million, minus (iv) the estimated Iora transaction expenses and net debt of $101 million minus (v) cash given to holders of Iora phantom stock awards of $7 million.
Morgan Stanley then divided the resulting implied total equity value ranges by 1Life pro forma fully diluted shares outstanding, calculated as 1Life’s basic shares outstanding, as adjusted for newly issued shares and incremental equity dilution
based on pro forma equity value. Based on the above-described analysis, Morgan Stanley derived a range of pro forma implied equity values per share of 1Life common stock of $31.00 to $51.00 (with a mid-point
of $39.00), rounded to the nearest $1 per share. Morgan Stanley compared the pro forma implied equity values per share of 1Life common stock to the stand-alone implied equity values per share of 1Life common stock, as described in the section titled
“ —1Life Financial Analyses—Discounted Cash Flow Analysis.”

Based on this analysis, the proposed merger would
be accretive to 1Life’s DCF equity value per share at each of the low, middle and high points of the range of values implied by the pro forma DCF analysis.

Other Information

In rendering
its opinion, Morgan Stanley also noted for the 1Life Board certain additional factors that were not considered part of Morgan Stanley’s material financial analysis with respect to its opinion but were referenced for informational purposes,
including, among other things, the following.

Relative Contribution Analysis. Morgan Stanley compared the respective percentage
ownership of Iora stockholders and 1Life stockholders of the combined company to Iora’s and 1Life’s respective percentage contribution (and the implied ownership based on such contribution) to the combined company’s equity value and
aggregate value, estimated 2021, 2023, 2025 and 2027 revenue, estimated 2025, 2026 and 2027 care margin and estimated 2025, 2026 and 2027 Adjusted EBITDA. The leverage-adjusted contributions shown below neutralizes the impact of financial leverage
by calculating the applicable asset contributions multiplied by the pro combined aggregate value of $7,183 million plus net cash and less net debt. The following table summarizes Morgan Stanley’s analysis:

     Contribution

(in millions)
     Asset

Contribution
    Leverage-Adjusted

Contribution
 
Metric      1Life        Iora        1Life       Iora       1Life       Iora  

Market Value

Equity Value

     5,445        1,997        73     27     73     27

Aggregate Value

     5,064        2,098        71     29     73     27

Revenue

2021E

     475        299        61     39     64     36

2023E

     753        643        54     46     57     43

2025E

     1,193        1,074        53     47     56     44

2027E

     1,862        1,815        51     49     54     46

Care Margin

2025E

     536        106        84     16     85     15

2026E

     672        193        78     22     80     20

2027E

     838        290        74     26     77     23

Adjusted EBITDA

2025E

     180        3        98     2     100     0

2026E

     266        74        78     22     80     20

2027E

     372        144        72     28     75     25

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Historical Trading Prices Analysis. Morgan Stanley reviewed the historical high and
low trading prices of 1Life common stock over the 52 weeks prior June 4, 2021. Morgan Stanley noted that the 1Life common stock traded in a low to high range from $26.00 to $59.00, rounded to the nearest $1 per share.

Broker Price Targets Analysis. Morgan Stanley reviewed the undiscounted price targets for shares of 1Life common stock prepared and
published by Capital IQ as of June 4, 2021. These targets generally reflect each broker’s estimate of the future public market trading price of shares of 1Life common stock. The range of broker undiscounted price targets for 1Life common
stock was $41 per share to $63 per share, rounded to the nearest $1 per share.

In order to better compare the brokers’ price targets
with the 1Life share price, Morgan Stanley, based on its professional judgment and experience, discounted each broker’s price target to present value by applying, for a 12 month discount period, an illustrative discount rate of 8.9%, which was
selected by Morgan Stanley based on 1Life’s assumed mid-point cost of equity of 8.9%. This analysis resulted in a discounted broker target range for 1Life common stock of $38 per share to $58 per share,
rounded to the nearest $1 per share.

The price targets published by equity research analysts do not necessarily reflect current market
trading prices for 1Life common stock and these estimates are subject to uncertainties, including the future financial performance of 1Life and future financial market conditions.

General

In connection with the
review of the merger for 1Life, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a
partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes
that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more
or less weight than other analyses and factors and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to
be Morgan Stanley’s view of the actual value of Iora or 1Life.

In performing its analyses, Morgan Stanley made numerous assumptions
with regard to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond the control of Iora or 1Life. These include, among other things, the impact of competition on
Iora, 1Life and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Iora, 1Life or the industry, and in the financial markets in general. Any estimates contained in
Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view to 1Life
of the Aggregate Consideration to be paid by 1Life and in connection with the delivery of its opinion to the 1Life Board. These analyses do not purport to be appraisals or to reflect the prices at which shares of 1Life common stock might actually
trade following the consummation of the merger or at any time.

The Aggregate Consideration was determined through arm’s-length negotiations between Iora and 1Life and was approved by the 1Life Board. Morgan Stanley provided advice to 1Life during these negotiations but did not, however, recommend any specific consideration
to 1Life or the 1Life Board, nor did Morgan Stanley opine that any specific consideration constituted the only appropriate consideration for the merger. In addition, Morgan Stanley’s opinion did not address the relative merits of the merger as
compared to any other alternative business transactions, and Morgan Stanley’s opinion expressed no opinion or recommendation as to how

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stockholders of Iora and 1Life should vote at any 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 shares of the 1Life common stock would trade following the consummation of the merger or at any time.

Morgan Stanley’s opinion and its presentation to the 1Life Board was one of many factors taken into consideration by the 1Life Board in
deciding to approve the execution, delivery and performance by 1Life of the merger agreement and the merger. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the 1Life Board with respect to the
consideration pursuant to the merger agreement or of whether the 1Life Board would have been willing to agree to different consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other
professionals in accordance with its customary practice.

Morgan Stanley is a global financial services firm engaged in the securities,
investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as
providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions,
and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of Iora, 1Life, Temasek Holdings (Private) Limited, which we refer to as Temasek, or any
other company, or any currency or commodity, that may be involved in the merger, or any related derivative instrument. Aquarius Healthcare Investments owns approximately 15% of Iora and is a wholly-owned, indirect subsidiary of Sheares Healthcare
Group Pte. Ltd., which is a wholly-owned, indirect subsidiary of Temasek. We refer to the entities listed in the prior sentence, together with certain other majority controlled affiliates, and certain other portfolio companies, of Temasek,
collectively as the Temasek Related Entities.

Under the terms of its engagement letter, Morgan Stanley provided 1Life with financial
advisory services and a financial opinion, described in this section and attached to this proxy statement/prospectus/consent solicitation statement as Annex B, in connection with the merger. As compensation for Morgan Stanley’s financial
advisory services, 1Life has agreed to pay Morgan Stanley a fee for its services of (1) $2 million, which became payable upon delivery of Morgan Stanley’s opinion on June 6, 2021 and is referred to as the opinion fee, (2)
$19 million, less the opinion fee, which is contingent upon the consummation of the merger, and (3) up to an additional $2 million, which is payable at 1Life’s sole discretion upon consummation of the merger. 1Life has also
agreed to reimburse Morgan Stanley for its reasonable and documented expenses incurred from time to time in connection with this engagement. In addition, 1Life has agreed to indemnify Morgan Stanley and its affiliates, its and their respective
directors, officers, employees and agents and each other person, if any, controlling Morgan Stanley or any of its affiliates, against any losses, claims, damages or liabilities, including certain liabilities under the federal securities laws,
relating to, arising out of or in connection with Morgan Stanley’s engagement.

In the two years prior to the date of Morgan
Stanley’s opinion, Morgan Stanley and its affiliates have provided financial advisory and financing services for 1Life and have received aggregate fees of approximately $10 million to $15 million in connection with such services. In
the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and its affiliates did not provide financial advisory or financing services to Iora for which Morgan Stanley or any of its affiliates received any fees. In the two
years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and its affiliates have provided financial advisory and financing services to Temasek and the Temasek Related Entities and have received aggregate fees of approximately
$10 million to $15 million in connection with such services. Morgan Stanley may also seek to provide financial advisory and financing services to Iora, 1Life, Temasek, the Temasek Related Entities and their respective affiliates in the
future and would expect to receive fees for the rendering of these services.

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Interests of 1Life’s Directors and Executive Officers in the Merger

None of 1Life’s executive officers or members of the 1Life Board is party to an arrangement with 1Life, or participates in any
1Life plan, program or arrangement, that provides such executive officer or trustee with financial incentives that are contingent upon the consummation of the merger.

1Life’s directors and executive officers are expected to continue as the directors and executive officers of 1Life as of immediately
after completion of the merger. Information about 1Life’s directors and executive officers can be found in 1Life Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as
amended and as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are incorporated by reference into this proxy
statement/prospectus/consent solicitation statement.

Interests of Iora’s Directors and Executive Officers in the
Merger

Certain of Iora’s directors and executive officers may have interests in the merger that may be different from, or in
addition to, the interests of Iora stockholders generally. These interests include, among others: (i) the continued employment of Iora executive officers with the combined company, including potential increases in compensation following the
effective time; (ii) the accelerated vesting of certain unvested Iora options as a result of the occurrence of the effective time and upon certain terminations of employment following the effective time; and (iii) potential severance
payments for certain executive officers in the event of a qualifying termination of employment following the effective time.

For purposes
of this disclosure, Iora’s executive officers are: (i) Rushika Fernandopulle, Chief Executive Officer of Iora; (ii) Gillian Munson, Chief Financial Officer of Iora; (iii) Alexander Packard, President and Assistant Secretary of
Iora; and (iv) Christopher McKown, Secretary and Treasurer of Iora.

Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the
following assumptions were used:

  •  

The effective time is October 1, 2021, which is the assumed date of the closing of the merger solely for
purposes of the disclosure in this section;

  •  

Each executive officer experiences a qualifying termination of employment (i.e., a termination of employment
without “cause” or a resignation for “good reason”) immediately following the assumed effective time of October 1, 2021; and

  •  

No director or executive officer receives any additional equity grants or other awards on or prior to the
effective time.

As the amounts indicated below are estimates based on multiple assumptions that may or may not actually
occur or be accurate as of the date referenced, the actual amounts, if any, that may be paid or become payable may materially differ from the amounts set forth below.

Treatment of Iora 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.

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Accelerated Vesting of Certain Iora Options

Fifty percent (50%) of each then-outstanding and unvested Iora options will vest upon the occurrence of the effective time in accordance with
the terms of the Iora Health, Inc. Third Amended and Restated 2011 Equity Incentive Plan. However, if the effective time occurs prior to December 14, 2021, one of Ms. Munson’s Iora option grants will not be subject to the foregoing
treatment. In addition, and after giving effect to the fifty percent (50%) acceleration, 10,000 Iora options held by each of Messrs. Fernandopulle and Packard and Ms. Munson will vest at the effective time, subject to their continued employment
with Iora through the effective time. Each outstanding and unvested Iora option held by a non-employee member of the Iora Board will vest upon the occurrence of the effective time. Based on the assumptions
described in the section titled “ —Certain Assumptions” on page 108 of this proxy statement/prospectus/consent solicitation statement, the following number of outstanding and unvested Iora options will vest at the effective
time in respect of each Iora executive officer and in respect of the non-employee directors of Iora: (i) Mr. Fernandopulle, 26,157 Iora options; (ii) Ms. Munson, 215,000 Iora options;
(iii) Mr. Packard, 25,469 Iora options; (iv) Mr. McKown, 0 Iora Options; and (v) non-employee directors of Iora, 15,625 Iora options.

In the event that the employment or service of a holder of an adjusted option is terminated following the effective time by the combined
company without cause and within twelve (12) months following the effective time, each then-outstanding and unvested adjusted option will become fully vested and exercisable as of the date of such termination. Based on the assumptions described
in the section titled “ —Certain Assumptions ” on page 108 of this proxy statement/prospectus/consent solicitation statement, the following number of outstanding and unvested Iora options will vest upon a qualifying termination
of employment of each Iora executive officer: (i) Mr. Fernandopulle, 16,157 Iora options; (ii) Ms. Munson, 345,000 Iora options; (iii) Mr. Packard, 15,489 Iora options; and (iv) Mr. McKown, 0 Iora options.

Iora Severance Agreements

Iora entered into offer letter agreements with Messrs. Fernandopulle and Packard and Ms. Munson that provide for severance benefits upon a
termination of employment by Iora without cause or by the executive officer for “good reason.” In the event of such a qualifying termination of employment, the executive officers would be entitled to receive the continued payment of the
executive officer’s then-current base salary for a period of twenty-four (24) months for Mr. Fernandopulle, twelve (12) months for Mr. Packard and six (6) months for Ms. Munson. The foregoing severance payments are
subject to the execution and nonrevocation of a release of claims in favor of Iora. Based on the assumptions described in the section titled “ —Certain Assumptions” on page 108 of this proxy statement/prospectus/consent
solicitation statement, Messrs. Fernandopulle and Packard and Ms. Munson would be eligible to receive severance benefits equal to $800,000, $330,000, and $187,500, respectively. Notwithstanding the foregoing, Mr. Fernandopulle entered into
an offer letter agreement with 1Life that will, effective as of the effective time, supersede his offer letter agreement with Iora.

Prorated Annual
Bonus

The merger agreement provides that each employee of Iora, including Iora’s executive officers, will receive an annual
bonus for the 2021 performance period that is no less than the sum of (i) the portion of the employee’s 2021 annual bonus accrued between January 1, 2021 and through and including the closing date, and
(ii) the 2021 annual bonus earned by such 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 of directors or
a committee thereof 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). However, if an Iora
employee, including any of Iora’s executive officers, is terminated from employment without cause, then the employee will receive a pro-rated portion of the employee’s 2021 annual bonus equal to the
sum of (x) the portion of the employee’s 2021 annual bonus accrued between January 1, 2021 and through and including the closing date, plus (y) the portion of the employee’s 2021 annual bonus earned following the closing
date through the remainder of calendar year 2021 and based on the attainment

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of the actual level of performance. 1Life will pay the bonuses to the Iora employees who remain employed with 1Life through December 31, 2021, at the same time or times that 1Life pays
annual bonuses in respect of the 2021 performance period to other similarly situated employees of 1Life, but in no event later than March 15, 2022. Based on the assumptions described in the section titled “ —Certain
Assumptions
” on page 108 of this proxy statement/prospectus/consent solicitation statement, Iora’s executive officers would be eligible to receive the following prorated 2021 annual bonuses: (i) Mr. Fernandopulle, $149,589;
(ii) Ms. Munson, $140,240; (iii) Mr. Packard, $86,388; and (iv) Mr. McKown, $0.

Agreements with 1Life

As of the date of this proxy statement/prospectus/consent solicitation statement, and with the exception of Mr. Fernandopulle, none of the
Iora executive officers has entered into any agreement with 1Life or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, 1Life or one or more of its affiliated One Medical PCs. Prior to or
following the closing of the merger, however, some or all of the Iora executive officers may discuss or enter into agreements with 1Life or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of,
1Life or one or more of its affiliated One Medical PCs.

Mr. Fernandopulle entered into an offer letter in connection with the
execution of the merger agreement, which we refer to as the Fernandopulle Offer Letter. The Fernandopulle Offer Letter, which will become effective as of the effective time, provides for at-will employment, an
annual base salary of $400,000 and an annual target cash bonus opportunity equal to fifty percent (50%) of Mr. Fernandopulle’s base salary. Mr. Fernandopulle will also be eligible to participate in 1Life’s Executive Severance and
Change in Control Plan in accordance with the terms of the plan.

The Fernandopulle Offer Letter further provides that
Mr. Fernandopulle will be granted long-term equity incentive awards in respect of 1Life common stock with a grant-date value of $4,000,000, $2,800,000 of which will be granted in the form of 1Life stock options and $1,200,000 of which will be
granted in the form of time-based restricted stock units. The 1Life stock options will vest in equal monthly installments over four (4) years following the closing date and the 1Life time-based restricted stock units will vest as to twenty-five
percent (25%) of the total grant on each of the first four (4) anniversaries of the closing date.

In the event that 1Life terminates
Mr. Fernandopulle’s employment without cause or he terminated his employment for good reason, in either case, in connection with or within twelve (12) months following a change of control of 1Life, Mr. Fernandopulle will be
entitled to the following payments and benefits, subject to the execution and nonrevocation of a release of claims: (i) receive a cash payment equal to twelve months’ base salary, (ii) receive a cash payment for the full
performance-based bonus at the target achievement level for the applicable year under the annual incentive plan, (iii) continuation of health insurance under COBRA for up to twelve (12) months following the resignation or termination date,
and (iv) acceleration of all time-based vesting equity awards outstanding on the resignation or termination date. In the event that 1Life terminates Mr. Fernandopulle’s employment without cause or he terminated his employment for good
reason, in either case, other than in connection with or within twelve (12) months following a change of control of 1Life, Mr. Fernandopulle will be entitled to the following payments and benefits, subject to the execution and
nonrevocation of a release of claims: (i) a cash payment equal to twelve (12) months’ base salary and (ii) continuation of health insurance under COBRA for up to twelve (12) months following the resignation or termination
date. Based on the assumptions described in the section titled “ —Certain Assumptions” on page 108 of this proxy statement/prospectus/consent solicitation statement, Mr. Fernandopulle would be eligible to receive non-change in control severance benefits equal to $400,000 and continuation of health insurance under COBRA for up to twelve (12) months following the resignation or termination date under 1Life’s Executive
Severance and Change in Control Plan.

Indemnification and Insurance

Pursuant to the terms of the merger agreement, Iora’s directors and executive officers will be entitled to certain ongoing indemnification
and coverage for a period of six (6) years following the effective time under

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directors’ and officers’ liability insurance policies from the surviving corporation. This indemnification and insurance coverage is further described in the section titled “The
Merger Agreement—Director and Officer Indemnification and Insurance
” on page 69 of this proxy statement/prospectus/consent solicitation statement.

Regulatory Approvals Required for the Merger

HSR Act and Antitrust.    The merger is subject to the requirements of the HSR Act, which prevents 1Life and Iora
from completing the merger until required information and materials are furnished to the Antitrust Division of the Department of Justice and the U.S. Federal Trade Commission, which we refer to as the FTC, and the statutory waiting period is
terminated or expires. 1Life and Iora made filings under the HSR Act with the Department of Justice, which we refer to as the DOJ, and the FTC on June 18, 2021, which was credited as being filed on June 21, 2021 because of the creation of
the new federal holiday. The DOJ or the FTC may challenge the merger on antitrust grounds, even after the termination of the waiting period, including without limitation seeking to enjoin the completion of the merger or permitting completion subject
to concessions or conditions. State attorneys general may also bring legal action under both state and federal antitrust laws, as applicable. Private parties may also bring legal action under the antitrust laws under certain circumstances. The
merger may also be reviewed by competition law authorities outside of the United States. We cannot assure you that a challenge to the merger will not be made or that, if a challenge is made, it will not succeed or will not include conditions that
could be detrimental or result in the abandonment of the merger.

Listing of 1Life Common Stock

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 symbols “ONEM”.

Appraisal Rights

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.

Iora stockholders are entitled to appraisal rights in connection with the
merger under Section 262 of the DGCL.

The discussion below is not a complete summary regarding Iora stockholders’ appraisal
rights under Delaware law and is qualified in its entirety by reference to the text of the relevant provisions of Delaware law, which are attached as Annex C. Stockholders intending to exercise appraisal rights should carefully review
Annex C. Failure to follow precisely any of the statutory procedures set forth in Annex C may result in a termination or waiver of these rights. This summary does not constitute legal or other advice, nor does it constitute a recommendation
that Iora stockholders exercise their appraisal rights under Delaware law.

Under Section 262, where a merger is adopted by
stockholders by written consent in lieu of a meeting of stockholders pursuant to Section 228 of the DGCL, either the constituent corporation before the effective date of such merger or the surviving corporation, within 10 days after the
effective date of such merger, must notify each stockholder of the constituent corporation entitled to appraisal rights of the approval of such merger, the effective date of such merger and that appraisal rights are available.

Once the merger has been approved by the Iora stockholders pursuant to the Iora Written Consent, Iora will notify its stockholders that the
merger has been approved and that appraisal rights are available to any stockholder who has not approved the merger. Holders of shares of Iora capital stock who desire to exercise their appraisal rights must deliver a written demand for appraisal to
Iora within 20 days after the date of giving of that notice, and that stockholder must not have delivered a written consent approving the merger. A demand for

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appraisal must reasonably inform Iora of the identity of the stockholder and that such stockholder intends thereby to demand appraisal of the shares of Iora capital stock held by such
stockholder. Failure to deliver a written consent approving the merger will not in and of itself constitute a written demand for appraisal satisfying the requirements of Section 262. All demands for appraisal should be addressed to Iora Health,
Inc., Attention:                 ,                 ,
Email:                 , and should be executed by, or on behalf of, the record holder of shares of Iora capital stock. ALL DEMANDS MUST BE RECEIVED BY IORA WITHIN
20 DAYS AFTER THE DATE IORA PROVIDES A NOTICE TO ITS STOCKHOLDERS NOTIFYING THEM THAT THE MERGER HAS BEEN APPROVED AND THAT APPRAISAL RIGHTS ARE AVAILABLE PURSUANT TO SECTION 262.

If you fail to deliver a written demand for appraisal within the time period specified above, you will be entitled to receive the merger
consideration for your shares of Iora capital stock as provided for in the merger agreement, but you will have no appraisal rights with respect to your shares of Iora capital stock.

To be effective, a demand for appraisal by a holder of shares of Iora capital stock must be made by, or in the name of, the registered
stockholder, fully and correctly, as the stockholder’s name appears on the stockholder’s stock certificate(s). Beneficial owners who do not also hold the shares of record may not directly make appraisal demands to Iora. The beneficial
owner must, in these cases, have the registered owner, such as a broker, bank or other custodian, submit the required demand in respect of those shares. If shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or
custodian, execution of a demand for appraisal should be made by or for the fiduciary; and if the shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or for all joint
owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact
that, in executing the demand, he or she is acting as agent for the record owner. A record owner, such as a broker, who holds shares as a custodian for others, may exercise the record owner’s right of appraisal with respect to the shares held
for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares as to which appraisal is sought. Where no number of shares is expressly mentioned, the
demand will be presumed to cover all shares held in the name of the record owner. In addition, the stockholder must continuously hold the shares of record from the date of making the demand through the effective time.

If you hold your shares of Iora capital stock in a brokerage account or in other custodian form and you wish to exercise appraisal rights, you
should consult with your bank, broker or other custodian to determine the appropriate procedures for the making of a demand for appraisal by the custodian.

At any time within 60 days after the effective time, any stockholder who has demanded an appraisal, but has neither commenced an appraisal
proceeding or joined an appraisal proceeding as a named party, has the right to withdraw such stockholder’s demand and accept the terms of the merger by delivering a written withdrawal to Iora. If, following a demand for appraisal, you have
withdrawn your demand for appraisal in accordance with Section 262, you will have the right to receive the merger consideration for your shares of Iora capital stock.

Within 120 days after the effective date of the merger, any stockholder who has delivered a demand for appraisal in accordance with
Section 262 will, upon written request to the surviving corporation, be entitled to receive a written statement setting forth the aggregate number of shares not voted in favor of the merger agreement and with respect to which demands for
appraisal rights have been received and the aggregate number of holders of these shares. This written statement will be given to the requesting stockholder within 10 days after the stockholder’s written request is received by the surviving
corporation or within 10 days after expiration of the period for delivery of demands for appraisal, whichever is later. Within 120 days after the effective date of the merger, either the surviving corporation or any stockholder who has delivered a
demand for appraisal in accordance with Section 262 may file a petition in the Delaware Court of Chancery demanding a determination

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of the fair value of the shares held by all such stockholders. A beneficial owner of such shares may file such petition or request the statement described in the first sentence of this paragraph.
Upon the filing of the petition by a stockholder, service of a copy of the petition must be made upon the surviving corporation. The surviving corporation has no obligation to file a petition in the Delaware Court of Chancery in the event there are
dissenting stockholders, and Iora, which is expected to be the surviving corporation, has no present intent to file a petition in the Delaware Court of Chancery. Accordingly, the failure of a stockholder to file a petition within the period
specified could nullify the stockholder’s previously written demand for appraisal.

If a petition for appraisal is duly filed by a
stockholder and a copy of the petition is delivered to the surviving corporation, the surviving corporation will then be obligated, within 20 days after receiving service of a copy of the petition, to provide the Delaware Court of Chancery with
a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares and with whom agreements as to the value of their shares have not been reached by the surviving corporation. After notice to
dissenting stockholders who demanded appraisal of their shares, the Delaware Court of Chancery is empowered to conduct a hearing upon the petition, and to determine those stockholders who have complied with Section 262 and who have become
entitled to the appraisal rights provided thereby. The Delaware Court of Chancery may require the stockholders who have demanded appraisal for their shares to submit their stock certificates to the Register in Chancery for notation thereon of the
pendency of the appraisal proceedings; and if any stockholder fails to comply with that direction, the Delaware Court of Chancery may dismiss the proceedings as to that stockholder.

After determination of the stockholders entitled to appraisal of their shares, the Delaware Court of Chancery will appraise the “fair
value” of the shares owned by those stockholders. This value will be exclusive of any element of value arising from the accomplishment or expectation of the merger but may include interest upon the amount determined to be the fair value, as
further described below. When the value is determined, the Delaware Court of Chancery will direct the payment of the value, with interest thereon accrued during the pendency of the proceeding, if the Delaware Court of Chancery so determines, to the
stockholders entitled to receive the same, upon surrender by the holders of the certificates representing those shares. Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on an appraisal
award will accrue and compound quarterly from the effective time of the merger through the date the judgment is paid at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period;
provided, however, that if at any time before the entry of judgment in the proceedings, the surviving corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter only upon the sum
of (i) the difference, if any, between the amount so paid and the fair value of the shares subject to appraisal as determined by the Delaware Court of Chancery and (ii) interest theretofore accrued, unless paid at that time. The surviving
corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

In determining fair value, and,
if applicable, a fair rate of interest, the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that
could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court”
should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.”

Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of
the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that this exclusion is a “narrow exclusion [that] does not encompass known
elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 to mean that
“elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

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You should be aware that the fair value of your shares as determined under Section 262
could be more than, the same as, or less than the value that you are entitled to receive under the terms of the merger agreement.

Costs
of the appraisal proceeding may be imposed upon the surviving corporation and the stockholders participating in the appraisal proceeding by the Delaware Court of Chancery as the Court deems equitable in the circumstances. Upon the application of a
stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses
of experts, to be charged pro rata against the value of all shares entitled to appraisal. In the absence of such a determination of assessment, each party bears its own expenses. Any stockholder who had demanded appraisal rights will not, after the
effective time, be entitled to vote shares subject to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares, other than with respect to payment as of a record date prior to the
effective time; however, if no petition for appraisal is filed within 120 days after the effective time, or if the stockholder delivers a written withdrawal of his or her demand for appraisal and an acceptance of the terms of the merger within 60
days after the effective time, then the right of that stockholder to appraisal will cease and that stockholder will be entitled to receive the merger consideration for shares of his or her Iora capital stock pursuant to the merger agreement. Any
withdrawal of a demand for appraisal made more than 60 days after the effective time may only be made with the written approval of the surviving corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any
stockholder without the approval of the court, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, provided, however, that this provision shall not affect the right of any stockholder who has not
commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger within 60 calendar days after the effective time of the merger.

Failure to follow the steps required by Section 262 for perfecting appraisal rights may result in the loss of appraisal rights. In
view of the complexity of Section 262, stockholders who may wish to dissent from the merger and pursue appraisal rights should consult their legal advisors.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

This section is a summary of the material U.S. federal income tax consequences of the merger to U.S. holders (as defined below) who exchange
shares of 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 shares of 1Life common stock and
cash in lieu of fractional shares of 1Life common stock pursuant to the merger. The following discussion is based on the Code, applicable U.S. Treasury regulations promulgated thereunder, administrative interpretations and published rulings and
court decisions, each as in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. Any such change could affect the consequences described in this discussion. This discussion assumes that the merger
will be consummated in accordance with the merger agreement and as described in this proxy statement/prospectus/consent solicitation statement.

For purposes of this discussion, a “U.S. holder” is a beneficial owner of Iora common stock that is, for U.S. federal income tax
purposes:

  •  

an individual who is a citizen or resident of the United States;

  •  

a corporation, or any other entity treated as a corporation for U.S. federal income tax purposes, created or
organized in or under the laws of the United States or any state thereof or the District of Columbia;

  •  

a trust (1) that is subject to the primary supervision of a court within the United States and all the
substantial decisions of which are controlled by one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) or (2) that has a valid election in effect under applicable U.S. Treasury regulations to
be treated as a United States person for U.S. federal income tax purposes; or

  •  

an estate that is subject to U.S. federal income tax on its income regardless of its source.

If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income
tax purposes) holds Iora common stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. If you are a partner of a partnership holding Iora common stock, you
should consult your own tax advisor regarding the tax consequences of the merger.

This discussion addresses only U.S. holders of Iora
common stock who hold their Iora common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not cover all aspects of U.S. federal income taxation that may be
relevant to a U.S. holder, including the impact of the alternative minimum tax, the Medicare tax on net investment income, the special tax accounting rules under Section 451(b) of the Code, and does not address any U.S. federal non-income tax (such as the estate or gift tax), state, local, non-U.S. or other tax laws. This discussion does not address the tax consequences of any transactions that may
occur concurrently with the merger or before or after the merger (whether or not such transactions occur in connection with the merger), including the conversion of Iora preferred stock to Iora common stock. This discussion does not address the tax
consequences to U.S. holders that exercise appraisal rights. This discussion also does not address all aspects of U.S. federal income taxation that may be relevant to particular Iora stockholders in light of their individual circumstances or to Iora
stockholders that are subject to special rules, such as:

  •  

U.S. expatriates and former citizens or long-term residents of the United States;

  •  

banks, mutual funds and other financial institutions;

  •  

partnerships, S corporations, and other pass-through entities or investors in such pass-through entities;

  •  

real estate investment trusts or regulated investment companies;

  •  

insurance companies;

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  •  

corporations that accumulate earnings to avoid U.S. federal income tax;

  •  

tax-exempt and governmental organizations;

  •  

brokers or dealers in securities, commodities, or currencies;

  •  

traders in securities that elect to use a
mark-to-market method of accounting;

  •  

persons that hold Iora common stock as part of a straddle, hedge, short sale, constructive sale, conversion
transaction, or other integrated transaction;

  •  

persons for whom Iora common stock constitutes “qualified small business stock” within the meaning of
Section 1202 of the Code or “Section 1244 stock” for purposes of Section 1244 of the Code;

  •  

persons that purchased or sell their shares of Iora common stock as part of a wash sale;

  •  

persons that have a functional currency other than the U.S. dollar;

  •  

stockholders who acquired their shares of Iora common stock pursuant to the exercise of warrants or conversion
rights under convertible instruments;

  •  

stockholders who acquired their shares of Iora common stock in a transaction subject to the gain rollover
provisions of Section 1045 of the Code; and

  •  

stockholders who acquired their shares of Iora common stock through the exercise of an employee stock option or
otherwise as compensation or through a tax-qualified retirement plan.

THE
FOLLOWING DISCUSSION DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL OF THE POTENTIAL TAX CONSEQUENCES OF THE MERGER. ALL HOLDERS OF IORA COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC U.S. FEDERAL INCOME TAX
CONSEQUENCES TO THEM OF THE MERGER, INCLUDING TAX RETURN REPORTING REQUIREMENTS AS WELL AS ANY TAX CONSEQUENCES OF THE MERGER ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

U.S. Federal Income Tax Consequences of the Merger

Consequences if the Merger Qualifies as a Reorganization

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. Subject to the representations, assumptions and qualifications in their tax opinions, in the opinions of Cooley LLP, counsel to 1Life, and Skadden, Arps, Slate, Meagher & Flom LLP, counsel to Iora, the
merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering their opinions, such counsel assume that the statements and facts concerning the merger set forth in this proxy
statement/prospectus/consent solicitation statement and in the merger agreement are true and accurate in all respects, and that the merger will be completed in accordance with this proxy statement/prospectus/consent solicitation statement and the
merger agreement. Counsel’s opinions also assume the truth and accuracy of certain representations and covenants as to factual matters made by Iora, 1Life and Merger Sub in tax representation letters provided to counsel. In addition, the tax
opinions are based on the law in effect on the date of the opinions and assume that there will be no change in applicable law between such date and the time of the merger. If any of these assumptions, statements, facts, representations or covenants
is incorrect, incomplete or inaccurate, or is violated, the validity of the opinions described above may be affected and the tax consequences of the merger could differ from those described in this proxy statement/prospectus/consent solicitation
statement. In addition, Iora’s obligation to effect the merger is subject to the satisfaction, or waiver by Iora, at or prior to the effective time of the merger, of the condition that there has been no material change in any statute,
regulation,

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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, counsel
to Iora, from issuing an 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. In the event that Skadden, Arps,
Slate, Meagher & Flom LLP does not render the tax opinion, and Iora does not otherwise waive this condition, each of Iora, 1Life and Merger Sub will use reasonable efforts to restructure the merger in a manner that will permit Skadden,
Arps, Slate, Meagher & Flom LLP to deliver Iora such tax opinion or Iora can decline to consummate the merger. An opinion of counsel represents counsel’s best legal judgment, but is not binding on the IRS or any court. Neither 1Life
nor Iora intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the merger. Accordingly, notwithstanding the opinions described above regarding qualification of the merger as a reorganization, no assurance can
be given that the IRS will not challenge the conclusions reflected in the opinions or that a court would not sustain such a challenge. The remainder of this discussion in the section titled “—Consequences if the Merger Qualifies as a
Reorganization
” and the discussion in the section titled “—Tax Treatment of the Expense Fund and Cash Received Instead of a Fractional Share of 1Life Common Stock” below assumes the receipt and accuracy of the opinions
described above. The discussion in the section titled “—Information Reporting and Backup Withholding” below applies whether or not the merger qualifies as a “reorganization” within the meaning of
Section 368(a) of the Code.

Assuming that the merger qualifies as a “reorganization” within the meaning of
Section 368(a) of the Code, a U.S. holder of Iora common stock that exchanges its Iora common stock for 1Life common stock in the merger will:

  •  

not recognize any gain or loss on the exchange of shares of Iora common stock for shares of 1Life common stock in
the merger (except with respect to any cash received in lieu of fractional share interests in 1Life common stock, which shall be treated as discussed below);

  •  

have an aggregate tax basis in the 1Life common stock received in the merger (including any Expense Fund Shares
and fractional share interests in 1Life common stock deemed received and exchanged for cash, as discussed below) equal to U.S. holder’s aggregate tax basis in the Iora common stock surrendered in exchange therefor; and

  •  

have a holding period in the 1Life common stock received in exchange for shares of Iora common stock (including
any Expense Fund Shares and fractional share interests in 1Life common stock deemed received and exchanged for cash, as discussed below) that includes such U.S. holder’s holding period in the Iora common stock surrendered in exchange therefor.

The 1Life common stock received in the merger (including any Expense Fund Shares deemed received and fractional shares
of 1Life common stock for which cash is received) by a U.S. holder that acquired different blocks of Iora common stock at different times or at different prices will be allocated pro rata to each block of Iora common stock of such U.S. holder, and
the basis and holding period of such 1Life common stock will be determined using a block-for-block approach and will depend on the basis and holding period of each block
of Iora common stock exchanged for such 1Life common stock.

Tax Treatment of the Expense Fund and Cash Received Instead of a Fractional Share of
1Life Common Stock

A U.S. holder of Iora common stock who receives cash in lieu of a fractional share of 1Life common stock as
part of the merger generally will be treated as having received such fractional shares and then as having exchanged that fractional share with 1Life for cash. Gain or loss generally will be measured by the difference between the amount of cash
received for such fractional share and the portion of the U.S. holder’s aggregate adjusted tax basis in the Iora common stock allocated to the fractional share of 1Life common stock deemed received. The character of any gain recognized by such
holder will depend on whether the receipt of the cash in lieu of a fractional share of 1Life common stock has the effect of a dividend distribution to such holder or is

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treated as a sale or exchange. If it is treated as a sale or exchange, such a holder will recognize gain or loss equal to the difference between the amount of cash received and the basis
allocable to such holder’s fractional share of 1Life common stock. This gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if, as of the effective time of the merger, the holding period for the
shares (including the holding period of Iora common stock surrendered therefor) is greater than one year. The deductibility of capital losses is subject to limitations.

If the receipt of cash instead of a fractional share of 1Life common stock has the effect of a dividend distribution, the receipt of such cash
will generally be treated as a dividend to the extent such holder’s ratable share of the undistributed earnings and profits of 1Life. The receipt of cash instead of a fractional share of 1Life common stock will generally be treated as having
the effect of a distribution of a dividend if the receipt of the cash consideration by a holder is not “substantially disproportionate” with respect to such holder or is “essentially equivalent to a dividend” under the tests set
forth in Section 302 of the Code. The IRS has indicated in a revenue ruling that a minority shareholder in a publicly-traded corporation will experience a “meaningful reduction” in the holder’s percentage ownership, and as a
result a redemption will not be “essentially equivalent to a dividend,” if the shareholder (i) has a minimal percentage stock interest, (ii) exercises no control over corporate affairs, and (iii) experiences any reduction in
its percentage stock interest. In applying the above tests, a holder may, under constructive ownership rules, be deemed to own stock that is owned by other persons or stock underlying a holder’s option to purchase stock, in addition to the
stock actually owned by the holder. A U.S. holder would generally recognize dividend income up to the amount of the cash received on any amount treated as having the effect of a distribution of a dividend under the tests set forth under
Section 302 of the Code. Holders should consult their tax advisors regarding the tax treatment of the receipt of cash instead of fractional shares of 1Life common stock.

Additionally, a U.S. holder of Iora common stock will be treated as having received such holder’s respective pro rata share of the
Expense Fund Shares deposited in the Expense Fund at closing without recognizing gain or loss, as described above, and then having sold such Expense Fund Shares in a taxable transaction upon the sale of such shares by the Stockholders’
Representative as soon as practicable after the effective time. Gain or loss generally will be measured by the difference between the amount of cash received by the Stockholders’ Representative for such U.S. holder’s pro rata share of the
Expense Fund Shares and the portion of the U.S. holder’s aggregate adjusted tax basis in the Iora common stock allocated to such pro rata share of the Expense Fund Shares. Gain or loss recognized with respect to a sale of the Expense Fund
Shares generally will be capital gain or loss, and generally will be long-term capital gain or loss if, as of the effective time of the merger, the U.S. holder’s holding period for such shares of Iora common stock exchanged therefor is greater
than one year. Under current law, long-term capital gain of certain non-corporate taxpayers, including individuals, generally is taxed at reduced U.S. federal income tax rates. The deductibility of capital
losses is subject to limitations.

Consequences if the Merger Fails to Qualify as a Reorganization

If any requirement for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code is not
satisfied, a U.S. holder of Iora common stock generally 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 (including the Expense Fund Shares and any cash received instead of a fractional share of 1Life common stock) and (2) the
holder’s adjusted tax basis in the share of Iora common stock surrendered in the merger. For U.S. federal income tax purposes, a U.S. holder’s pro rata share of the Escrow Shares will be treated as received in the merger at the effective
time. Upon the Stockholders’ Representative’s sale of the Expense Fund Shares on behalf of Iora stockholders, a U.S. holder would recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between
(1) the sales price of the U.S. holder’s pro rata share of the Expense Fund Shares on the date sold, and (2) the U.S. holder’s adjusted tax basis in such shares (which generally should equal the fair market value of such shares
at the effective time).

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Gain or loss must be calculated separately for each block of Iora common stock exchanged by
such U.S. holder if such blocks were acquired at different times or for different prices. Any gain or loss recognized generally would be capital gain or loss, and generally 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) generally
is taxed at reduced U.S. federal income tax rates. The deductibility of capital losses is subject to limitations. A U.S. holder’s tax basis in shares of 1Life common stock received in the merger would be equal to the fair market value thereof
as of the effective time of the merger, and such U.S. holder’s holding period in such shares would begin on the day following the merger.

Compliance and Reporting

Certain
U.S. holders who are “significant holders” of Iora capital stock (generally, a U.S. holder that owns at least 1% of the outstanding Iora capital stock or has a basis in Iora non-stock securities of
at least $1,000,000 immediately before the merger) will need to comply with certain reporting requirements. Significant holders generally will be required to file a statement with their U.S. federal income tax returns for the taxable year in which
the merger occurs setting forth certain information with respect to the transaction. Such statement must include the U.S. holder’s tax basis in such holder’s Iora common stock surrendered in the merger, the fair market value of such stock,
the date of the merger and the name and employer identification number of each of Iora and 1Life. U.S. holders should consult their tax advisors to determine whether they are significant holders required to provide the foregoing statement.

Information Reporting and Backup Withholding

Certain U.S. holders may be subject to information reporting and backup withholding of U.S. federal income tax (currently at a rate of 24%)
with respect to any cash received in lieu of a fractional share of 1Life common stock or with respect to a sale of the Expense Fund Shares. Backup withholding will not apply, however, to a U.S. holder that furnishes a correct taxpayer identification
number and certifies that it is not subject to backup withholding on IRS Form W-9 or otherwise establishes an exemption from backup withholding and provides proof of the applicable exemption. Backup
withholding does not constitute an additional tax, and any amounts withheld from payments to a holder under the backup withholding rules may be allowed as a refund or credit against the holder’s U.S. federal income tax liability, provided the
required information is timely furnished to the IRS. U.S. holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption. In the event of backup
withholding see your tax advisor to determine if you are entitled to any tax credit, tax refund or other tax benefit as a result of such backup withholding.

U.S. HOLDERS OF IORA COMMON STOCK OR IORA PREFERRED STOCK SHOULD CONSULT THEIR TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE MERGER,
INCLUDING THE APPLICABLE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES, AND ANY TAX REPORTING REQUIREMENTS OF THE MERGER AND RELATED TRANSACTIONS IN LIGHT OF THEIR PARTICULAR
CIRCUMSTANCES.

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ACCOUNTING TREATMENT

One Medical and Iora prepare their financial statements in accordance with generally accepted accounting principles in the United States,
which we refer to as GAAP. The merger will be accounted for in accordance with Financial Accounting Standards Board, which we refer to as FASB, under the acquisition method of accounting in accordance with Accounting Standards Codification 805,
Business Combinations, which we refer to as ASC 805, with One Medical treated as the acquiror. One Medical will record all tangible and intangible assets acquired and liabilities assumed in the acquisition of Iora at fair value as of the
acquisition date. The excess amount of the aggregate purchase consideration paid over the fair value of the net of assets acquired and liabilities assumed will be recorded as goodwill. Acquisition-related costs that are not part of the purchase
price consideration are expensed as incurred.

Intangible assets with finite lives are 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 is not amortized, but rather tested for potential impairment at least
annually whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

The allocation of purchase
price reflected in the unaudited pro forma combined financial information is based on preliminary estimates using assumptions Iora management and One Medical management believe are reasonable based on currently available information. The fair value
assessment of assets and liabilities will be based in part on a detailed valuation that has not yet been completed.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Introduction

The following
unaudited pro forma condensed combined financial information as of March 31, 2021 and for the three months ended March 31, 2021 and the year ended December 31, 2020 combine the historical consolidated financial statements of 1Life
Healthcare, Inc. (“1Life”) and Iora Health, Inc. (“Iora”) (i) on an actual historical basis and (ii) assuming the completion of the merger at the dates indicated below, using the acquisition method of
accounting and giving effect to the related pro forma adjustments described in the accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

The unaudited pro forma condensed combined financial statements give effect to the proposed merger as if the merger occurred on March 31,
2021 with respect to the combined balance sheet, and on January 1, 2020 with respect to the combined statements of operations. The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus/consent
solicitation statement are presented for informational purposes only. This information includes various estimates and may not necessarily be indicative of the financial condition or results of operations that would have occurred if the merger had
been completed as of the periods indicated or which may be obtained in the future.

The unaudited pro forma condensed combined financial
information has have been derived from and should be read in conjunction with the historical consolidated financial statements and the related notes of 1Life and Iora incorporated by and included, respectively, in this proxy
statement/prospectus/consent solicitation statement. The pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the opportunities to earn additional
revenue and does not include assumptions as to cost savings and, accordingly, does not attempt to predict or suggest future results.

Further, 1Life has not identified all adjustments necessary to conform Iora’s accounting policies to 1Life’s accounting policies.
Upon consummation of the merger, or as more information becomes available, 1Life will perform a more detailed review of Iora’s accounting policies. As a result of that review, differences could be identified between the accounting policies of
the two companies that, when conformed, could have a material impact on 1Life’s financial information following the consummation of the merger. The pro forma adjustments are preliminary, based upon available information as of the date of this
proxy statement/prospectus/consent solicitation statement, and prepared solely for the purpose of this pro forma financial information. These adjustments are based on preliminary estimates and will be different from the adjustments that may be
determined based on the final acquisition accounting when the merger is completed, and these differences could be material. The pro forma adjustments are based on preliminary estimates of the consideration to be paid in the merger, including the
fair value of employee equity awards to be exchanged, and the fair values of assets acquired, and liabilities assumed. Certain valuations and assessments, including valuations of fixed assets, deferred costs, deferred revenues other intangible
assets, employee equity awards to be issued as well as the assessment of the tax positions and tax rates of the combined business, are in process and may not be completed until subsequent to the closing of the merger. The estimated fair values
assigned in this unaudited pro forma financial information are preliminary and represent 1Life’s current best estimate of fair value and are subject to revision.

THIS PRO FORMA INFORMATION IS PRESENTED FOR ILLUSTRATIVE PURPOSES ONLY AND DOES NOT INDICATE THE FINANCIAL AND OPERATING RESULTS THAT 1LIFE
WOULD HAVE ACHIEVED HAD IT COMPLETED THE MERGER AS OF THE BEGINNING OF THE PERIOD PRESENTED AND SHOULD NOT BE CONSIDERED AS REPRESENTATIVE OF FUTURE OPERATIONS OR THE FUTURE FINANCIAL POSITION OF THE COMBINED ENTITY.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF MARCH 31, 2021

    Historical                                      
    1Life     Iora                                   Pro Forma

Combined
 
    As of

March 31,

2021
    As of

March 31,

2021
    Reclassification

Adjustments

(Note 4)
    Merger Pro

Forma

Adjustments

(Note 5)
    Financing

and Other

Adjustments

(Note 6)
    As of

March 31,

2021
 

(in thousands, except share and par value data)

                 

ASSETS

                 

Current assets:

                 

Cash and cash equivalents

  $ 402,721     $ 35,831     $ —         $ (47,133   5(a)   $

(7,542



  6(a) 6(b)   $ 383,877  

Short-term marketable securities

    300,831       —         —           —           —           300,831  

Accounts receivable, net

    58,943       206       19,313     4(a)     —           —           78,462  

Inventories

    4,635       —         —           —           —           4,635  

Prepaid expenses and other current assets

    23,530       4,956       —           15,000     5(d)     —           43,486  

Risk share receivables

    —         19,313       (19,313   4(a)     —           —           —    
                             

Total current assets

    790,660       60,306       —           (32,133       (7,542       811,291  

Restricted Cash

    1,911       —         —           —           —           1,911  

Property and equipment, net

    135,757       8,055       2,434     4(b)     18,566     5(b)     —           164,812  

Right-of-use assets

    150,770       —         61,112     4(d)     14,469     5(i)     —           226,351  
            5(a) 5(b) 5(c) 5(d) 5(e)      

Goodwill

    21,301       —         —           1,519,122         —           1,540,423  
            5 (f) 5(g) 5(h) 5(i)      

Deferred income taxes

    2,656       —         —           —           —           2,656  

Intangibles and other non-current assets

    5,718       260       —           413,859     5(b)     —           419,837  

Capitalized software - net

    —         2,434       (2,434   4(b)     —           —           —    
                             

Total assets

  $ 1,108,773     $ 71,055     $ 61,112       $ 1,933,883       $ (7,542       $3,167,281  
                             

LIABILITIES AND STOCKHOLDERS’ EQUITY

                 

Current liabilities:

                 

Accounts payable

  $ 10,961     $ 2,685     $ —         $ —         $ —         $ 13,646  

Accrued Expenses

    56,684       2,396       5,629     4(c)     76,565     5(f)     —           141,274  

Deferred revenue, current

    47,458       4,683       —           (1,202   5(c)     —           50,939  

Operating lease liabilities, current

    19,176       —         12,676     4(d)     —           —           31,852  

Other current liabilities

    8,806       —         —           15,000     5(d)     —           23,806  

Current portion of loans payable

    —         677       —           425     5(g)     (1,102   6(a)     —    

Accrued compensation

    —         4,437       (4,437   4(c)     —           —           —    

Deferred rent

    —         535       (535   4(d)     —           —           —    

Accrued occupancy costs

    —         1,192       (1,192   4(c)     —           —           —    
                             

Total current liabilities

    143,085       16,605       12,141         90,788         (1,102       261,517  

Non-current liabilities:

                 

Operating lease liabilities, non-current

    165,652       —         62,905     4(d)     —           —           228,557  

Convertible senior notes

    308,438       —         —           —           —           308,438  

Deferred revenue, non-current

    7,182       27,606       —           (7,087   5(c)     —           27,701  

Other non-current liabilities

    2,605       1,062       41     4(e)     68,956     5(a) 5(d) 5(h) 5(i)     —           72,664  

Loans payable, net of current portion

    —         4,315       —           —           (4,315   6(a)     —    

Deferred rent, net of current portion

    —         13,934       (13,934   4(d)     —           —           —    

Warrant liability

    —         41       (41   4(e)     —           —           —    
                             

Total liabilities

    626,962       63,563       61,112         152,657         (5,417       898,877  

Commitments and contingencies

                 

Redeemable convertible preferred stock, $.01 par value; 69,829 shares authorized; 67,295 shares
issued and outstanding as of March 31, 2021

    —         473,125       —           (473,125 )     5(e)     —           —    

Stockholders’ equity:

                 

Common stock

    137       —         —           527     5(a)     —           664  

Additional paid-in capital

    884,529       —         —           1,825,646     5(a)     —           2,710,175  

Accumulated deficit

    (402,875     (465,724     —           428,269     5(e) 5(f)     (2,125   6(b)     (442,455

Accumulated other comprehensive income

    20       —         —           —           —           20  

Class A common stock, $.01 par value; authorized, 6,242,753 shares; issued and outstanding,
6,242,753 as of March 31, 2021

    —         62       —           (62   5(e)     —           —    

Class B Common stock, $.01 par value; authorized, 84,757,247 shares; issued and outstanding,
3,080,661 as of March 31, 2021

    —         29       —           (29   5(e)     —           —    
                             

Total stockholders’ equity

    481,811       (465,633     —           2,254,351         (2,125       2,268,404  
                             

Total liabilities and stockholders’ equity

  $ 1,108,773     $ 71,055     $ 61,112       $ 1,933,883       $ (7,542       $3,167,281  
                             

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2021

    Historical                                      
    1Life     Iora                                   Pro Forma

Combined
 
    Three

Months

Ended

March 31,


2021
    Three

Months

Ended

March 31,

2021
    Reclassification

Adjustments

(Note 4)
        Merger Pro

Forma

Adjustments

(Note 5)
        Financing

and Other

Adjustments

(Note 6)
        Three

Months

Ended

March 31,


2021
 
(in thousands, except share and per

share data)
                                               

Net revenue

                 

Medicare revenue

  $ —       $ 62,268     $ —         $ (254   5(n)   $ —         $ 62,014  

Commercial revenue

    121,352       —         —           —           —           121,352  
                             

Total net revenue

    121,352       62,268       —           (254       —           183,366  
                             

Operating expenses:

                 

Third-party medical expense

    —         —         48,629     4(f)             48,629  

Cost of care, exclusive of depreciation and amortization shown separately below

    70,092       —         17,119     4(g)     —           —           87,211  

Sales and marketing

    12,689       —         4,173     4(h)     141     5(k)     —           17,003  

General and administrative

    64,345       7,415       2,964     4(h)     3,684     5(k)     —           78,408  

Depreciation and amortization

    6,607       807       —           11,574     5(j)     —           18,988  

Medical claims expense

    —         48,629       (48,629   4(f)     —           —           —    

Medical services other direct expenses

    —         17,119       (17,119   4(g)     —           —           —    

Administrative payroll and employee benefits

    —         7,137       (7,137   4(h)     —           —           —    
                             

Total operating expenses

    153,733       81,107       —           15,399         —           250,239  
                             

Loss from operations

    (32,381     (18,839     —           (15,653       —           (66,873

Other income (expense), net:

    —                       —    

Interest income

    105       (76     —           —           —           29  

Interest expense

    (2,843     (47     —           —           47     6(c)     (2,843
                             

Loss before income taxes

    (35,119     (18,962     —           (15,653       47         (69,687

Provision for (benefit from) income taxes

    4,199       —         —           (1,910   5(m)     —           2,289  
                             

Net income (loss)

    (39,318     (18,962     —           (13,743       47         (71,976

Net loss (income) attributable to non-controlling
interest

    —         —         —           —           —           —    
                             

Net income (loss)

  $ (39,318   $ (18,962   $ —         $ (13,743     $ 47       $ (71,976
                             

Net income (loss) per share:

                 

Net loss per share attributable to 1Life Healthcare, Inc. stockholders—basic and
diluted

  $ (0.29                 $ (0.38

Weighted average common shares outstanding—basic and diluted

    136,516,000                     189,172,377  

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2020

    Historical                                            
    1Life     Iora                                         Pro Forma

Combined
 
    Twelve

Months

Ended

December 31,

2020
    Twelve

Months

Ended

December 31,

2020
    Reclassification

Adjustments

(Note 4)
          Merger Pro

Forma

Adjustments

(Note 5)
          Financing

and Other

Adjustments

(Note 6)
          Twelve

Months

Ended

December 31,

2020
 
(in thousands, except share and

per share data)
                                                     

Net revenue

                 

Medicare revenue

  $ —       $ 212,713     $ —         $ (1,034     5 (n)    $ —         $ 211,679  

Commercial revenue

    380,223       —         —           —           —           380,223  
                             

Total net revenue

    380,223       212,713       —           (1,034       —           591,902  
                             

Operating expenses:

                 

Third-party medical expense

    —         —         172,095       4 (f)      —           —           172,095  

Cost of care, exclusive of depreciation and amortization shown separately below

    234,959       —         75,209       4 (g)      —           —           310,168  

Sales and marketing

    36,967       —         10,157       4 (h)      1,023       5 (k)    $ 137       6 (b)      48,284  

General and administrative

    157,282       14,441       14,311       4 (h)      9,135       5 (k) 5(l)      1,988       6 (b)      279,377  

Depreciation and amortization

    22,374       3,427       —           46,533       5 (j)      —           72,334  

Medical claims expense

    —         172,095       (172,095     4 (f)      —           —           —    

Medical services other direct expenses

    —         75,209       (75,209     4 (g)      —           —           —    

Administrative payroll and employee benefits

    —         24,468       (24,468     4 (h)      —           —           —    

Restructuring expense

    —         1,949       —           —           —           1,949  
                             

Total operating expenses

    451,582       291,589       —           138,911         2,125         884,207  
                             

Loss from operations

    (71,359     (78,876     —           (139,945       (2,125       (292,305

Other income (expense), net:

                    —    

Interest income

    1,809       390       —           —           —           2,199  

Interest expense

    (13,434     (83     —           —           83       6 (c)      (13,434

Change in fair value of redeemable convertible preferred stock warrant liability

    (6,560     —         —           —           —           (6,560
                             

Loss before income taxes

    (89,544     (78,569     —           (139,945       (2,042       (310,100

Provision for (benefit from) income taxes

    (123     —         —           (10,225     5 (m)      —           (10,348
                             

Net income (loss)

    (89,421     (78,569     —           (129,720       (2,042       (299,752

Net loss (income) attributable to non-controlling
interest

    (704     —         —           —           —           (704
                             

Net income (loss)

  $ (88,717   $ (78,569   $ —         $ (129,720       (2,042     $ (299,048
                             

Net income (loss) per share:

                 

Net loss per share attributable to 1Life Healthcare, Inc. stockholders—basic and
diluted

  $ (0.75                   (1.75

Weighted average common shares outstanding—basic and diluted

    118,379,300                     171,035,677  

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
STATEMENTS

The unaudited pro forma condensed combined financial statements and related notes present the pro forma combined financial position and results
of operations of the combined company to be formed pursuant to the merger based on the historical consolidated financial information of 1Life and Iora (after giving effect to the merger and adjustments described in these notes, subject to the
assumptions and limitations described herein) and are intended to reflect the impact of the merger on 1Life’s historical financial statements.

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 and the three months ended
March 31, 2021 are presented as if the merger had occurred on January 1, 2020. The unaudited pro forma condensed balance sheet as of March 31, 2021 is presented as if the merger had occurred on March 31, 2021. The historical
consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial statements to give effect give effect to (i) the merger as if it had been consummated on March 31, 2021 with respect to the
combined balance sheet, and on January 1, 2020 with respect to the combined statement of operations (ii) the assumptions and adjustments described in the accompanying notes to these unaudited pro forma condensed combined financial
statements.

The historical consolidated financial information of 1Life and Iora was based on:

  •  

the separate historical unaudited condensed consolidated financial statements of 1Life as of and for the three
months ended March 31, 2021, included in 1Life’s Quarterly Report on Form 10-Q filed with the SEC on May 17, 2021;

  •  

the separate historical audited consolidated financial statements of 1Life as of and for the fiscal year ended
December 31, 2020, included in 1Life’s Annual Report on Form 10-K filed with the SEC on March 17, 2021;

  •  

the separate historical unaudited condensed consolidated financial statements of Iora as of and for the
three-month period ended March 31, 2021, included in this proxy statement/prospectus/consent solicitation statement;

  •  

the separate historical audited consolidated financial statements of Iora as of and for the year ended
December 31, 2020, included in this proxy statement/prospectus/consent solicitation statement.

The unaudited pro
forma condensed combined financial information should be read in conjunction with such historical financial statements.

The unaudited
reclassifications, merger pro form and financing accounting adjustments reflected in the unaudited pro forma condensed combined financial statements represent management’s estimates based on information available as of the date of preparation
and are subject to change as additional information becomes available and further analyses are performed.

The unaudited pro forma
condensed combined financial information has been prepared using the acquisition method of accounting in accordance with the business combination accounting guidance as provided in Accounting Standards Codification 805, Business Combinations, with
1Life treated as the accounting acquirer. The unaudited pro forma condensed combined financial information may differ from the final purchase accounting for a number of reasons, including the fact that the estimates of fair values of assets and
liabilities acquired are preliminary and subject to change when the formal valuation and other studies are finalized, and the purchase consideration calculation is preliminary. In addition, the values will be based on the actual value as of the
closing date of the merger. The differences that may occur between the preliminary estimates and the final purchase accounting could have a material impact on the accompanying unaudited pro forma condensed combined financial information.

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The pro forma adjustments are preliminary and based on estimates of the fair value and
useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the merger and certain other adjustments. The final determination of the purchase price allocation will be based on the fair
values of assets acquired and liabilities assumed as of the actual closing date of the merger, and such determination could result in a material change to the unaudited pro forma condensed combined financial information, including goodwill. The
unaudited pro forma condensed combined financial information does not give effect to the potential impact of any anticipated synergies, operating efficiencies or cost savings that may result from the merger or of any integration costs.

Certain amounts in the historical consolidated financial statements of Iora have been reclassified in the unaudited pro forma condensed
combined financial information to conform to 1Life’s financial statement presentation. The unaudited pro forma adjustments are based upon available information and certain assumptions that 1Life management believes are reasonable
under the circumstances. All pro forma adjustments and their underlying assumptions are described more fully in the notes to the unaudited pro forma condensed combined financial information.

2.

Significant Accounting Policies

As part of preparing the unaudited pro forma condensed combined financial statements, 1Life conducted an initial review of the accounting
policies of Iora to determine if differences in accounting policies require adjustments or reclassification to conform to 1Life’s accounting policies and classifications. During the preparation of these unaudited pro forma condensed combined
financial statements, 1Life did not become aware of any material differences between accounting policies of 1Life and Iora except for the adoption of ASC 842 to conform Iora’s financial statements to the accounting policy used by 1Life and
certain reclassifications necessary to conform Iora’s historical financial statement presentation to 1Life’s financial statement presentation.

Upon completion of the merger, a more comprehensive review of the accounting policies of Iora will be performed, which may identify other
differences between the accounting policies of 1Life and Iora that, when conformed, could have a material impact on the combined financial statements of the companies.

3.

Calculation of Consideration Transferred (or Purchase Price) and Purchase Price Allocation of the
Transaction

Purchase Price

The fair value of consideration transferred upon consummation of the merger includes the value of the Cash Consideration, the fair value of
1Life common stock issued as part of the merger and the portion of the fair value of Iora replacement equity awards attributable to pre-combination service. The purchase consideration is as follows:

     (in thousands)  

Cash consideration (1)

   $ 47,483  

Consideration in 1Life common stock (2)

     1,763,462  

Stock options of Iora assumed by 1Life towards precombination services (3)

     62,710  
    

Total Purchase Price

   $ 1,873,655  
    
(1)

Includes the cash consideration of $3 million for the settlement of 141,920 vested Iora phantom stock
awards, 17,094 unvested Iora phantom stock awards to the extent those relate to pre-combination services and $18 thousand for fractional shares, all of which are calculated as of June 7, 2021, and
$44.1 million of anticipated loans planned to be made by 1Life to Iora as the cash is expected to be fully used and no repayment is expected to be made through the closing date of the merger which will be treated as purchase consideration.

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(2)

Represents the fair value of 52,656,377 shares of 1Life common stock issued to former Iora shareholders for
outstanding Iora capital stock as Stock Consideration. The amount is based on 76,843,767 shares of Iora common stock issued, as of July 2, 2021, the Exchange Ratio of 0.69 for a share of Iora, and the closing 1Life common stock price on
July 2, 2021 of $33.49.

(3)

Represents the fair value of Iora’s equity awards assumed by 1Life for
pre-combination services. Pursuant to the terms of the merger agreement, Iora’s outstanding equity awards that are vested and unvested as of the effective time of the merger will be replaced by 1Life
equity awards with the same terms and conditions. A portion of the fair value of 1Life’s replacement equity awards issued represents consideration transferred, while a portion represents post-combination compensation expense based on the
vesting terms of the equity awards. The awards that include a provision for accelerated vesting upon a change of control are included in the vested consideration. This balance represents the portion that are related to the pre-combination services which have been reflected as merger consideration.

Sensitivity of the
preliminary estimated merger consideration to changes in the per share value of 1Life common stock.

The preliminary estimated merger
consideration expected to be transferred reflected in these unaudited pro forma condensed combined financial statements does not purport to represent what the actual merger consideration transferred will be when the merger is consummated. The fair
value of the shares of 1Life common stock issued as part of the merger consideration transferred will be measured on the closing date of the merger based on the then-current market price. This requirement will likely result in a per share equity
component different from the $33.49 closing price per share of 1Life common stock on July 2, 2021 that is assumed in the unaudited pro forma condensed combined financial statements and that difference may be material.

1Life believes that an increase or decrease by as much as 30% of the 1Life common stock price on the closing date of the merger from the 1Life
common stock price assumed in the unaudited pro forma condensed combined financial statements is reasonably possible based on the recent history of the 1Life common stock price. A change in the estimated fair value of the 1Life common stock price of
10% or 30% would increase or decrease the preliminary estimated merger consideration as follows, with a corresponding increase or decrease in the goodwill recorded in connection with the merger.

Percentage change in 1Life common stock price

     -30     -10     10     30

1Life common stock price

   $ 23.44     $ 30.14     $ 36.84     $ 43.54  

Change in preliminary estimated merger consideration for 1Life cash settlement
(in thousands)

   $ (1,101   $ (367   $ 367     $ 1,101  

Change in preliminary estimated merger consideration for 1Life share settlement
(in thousands)

   $ (529,197   $ (176,399   $ 176,399     $ 529,197  
                

Change in preliminary estimated merger consideration for assumed awards
(in thousands)

   $ (19,765   $ (6,591   $ 6,593     $ 19,783  
                

Total change in preliminary estimated merger consideration (in thousands)

   $ (550,063   $ (183,357   $ 183,359     $ 550,081  
                

Purchase Price Allocation

Under the acquisition method of accounting, the identifiable assets acquired, and liabilities assumed of Iora are recorded at the merger
closing date fair values and added to those of 1Life. The pro forma adjustments are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed

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and have been prepared to illustrate the estimated effect of the merger. The final determination of the purchase price allocation, upon the consummation of the merger, will be based on
Iora’s net assets acquired as of the closing date of the merger and will depend on a number of factors that cannot be predicted with any certainty at this time. The allocation is dependent upon certain valuations and other studies that have not
yet been finalized. Accordingly, the pro forma purchase price allocation is subject to further adjustment as additional information becomes available and as additional analyses and final valuations are completed. There can be no assurances that
these additional analyses and final valuations will not result in material changes to the estimates of fair value set forth below.

The
following table sets forth a preliminary allocation of the estimated purchase price to the identifiable tangible and intangible assets acquired and liabilities assumed of Iora based on Iora’s unaudited consolidated balance sheet as of
March 31, 2021 with the excess recorded as goodwill:

(in thousands)       

Cash and cash equivalents

   $ 35,831  

Accounts receivable, net

     19,519  

Prepaid expenses and other current assets

     19,956  

Property and equipment, net

     29,055  

Right-of-use
assets

     75,581  

Intangibles and other non-current assets

     414,119  

Total assets

   $ 594,061  
    

Accounts payable

   $ 2,685  

Accrued expenses

     47,135  

Deferred revenue, current

     3,481  

Operating lease liabilities, current

     12,676  

Other current liabilities

     15,000  

Current portion of loans payable

     1,102  

Operating lease liabilities, non-current

     62,905  

Deferred revenue, non-current

     20,519  

Other non-current liabilities

     69,709  

Loans payable, net of current portion

     4,315  
    

Total liabilities

   $ 239,527  
    

Net assets acquired (a)

     354,534  

Estimated Merger Consideration (b)

     1,873,656  
    

Estimated goodwill attributable to Merger (b - a)

   $ 1,519,122  
    

Goodwill represents excess of purchase price over the fair value of the underlying net assets acquired. In
accordance with ASC Topic 350, Goodwill and Other Intangible Assets, goodwill is not amortized, but instead is reviewed for impairment at least annually, absent any indicators of impairment. Goodwill is attributable to the assembled workforce of
Iora, planned growth in new markets and synergies expected to be achieved from the combined operations of 1Life and Iora. Goodwill recorded in the merger is not expected to be deductible for tax purposes.

The pro forma historical net assets as shown above are further described below in Note 4 of these Notes to Unaudited Pro Forma Condensed
Combined Financial Information.

The deferred tax liabilities included in other non-current
liabilities above represents the deferred tax impact associated with the incremental differences in book and tax basis created from the preliminary purchase price allocation. Deferred taxes associated with estimated fair value adjustments reflect
the statutory tax rates in the various jurisdictions where the adjustments are expected to be incurred. For balance sheet purposes, the U.S. tax rates were based on recently enacted U.S. tax law and for statement of operations purposes, the U.S. tax
rates were based on the tax laws applicable to the respective periods. The effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including

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repatriation decisions, cash needs and the geographical mix of income. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired
identifiable intangible assets and assumed liabilities.

Intangible Assets and property and equipment

As of the effective time of the merger, identifiable intangible assets are required to be measured at fair value and could include assets that
are not intended to be used or sold or that are intended to be used in a manner other than their highest and best use. For the purposes of these unaudited pro forma condensed combined financial information, it is assumed that all assets will be used
in a manner that represent their highest and best use. Identifiable intangible assets in the unaudited pro forma condensed combined financial information consist of the following:

     Preliminary

Fair

Value
     Estimated

Useful

Life (in

years)
 
Intangible Asset:    (in thousands)         

Trade name: Iora

   $ 19,000        4  

Medicare Advantage contracts - existing markets

     333,000        10  

CMMI Direct Contracting contract - existing markets

     62,000        10  
         

Total

   $ 414,000     
       
     Preliminary

Fair

Value
     Estimated

Useful


Life (in

years)
 
Property and equipment:    (in thousands)         

Developed Technology - Chirp

     21,000        6  
         

Total

   $ 21,000     
       

The amortization related to the identifiable intangible assets and developed technology is reflected as a pro
forma adjustment in the unaudited pro forma condensed combined statements of operations based on the estimated useful lives above and as further described in Note 5(b). The identifiable intangible assets along with the developed technology and
related amortization are based upon the results of a preliminary valuation. In addition, the periods the amortization impacts are based upon the periods in which the associated economic benefits or detriments are expected to be derived or, where
appropriate, based on the use of a straight-line method.

4.

Reclassifications and Accounting Policy Adjustments

The following reclassification adjustments were made to conform the presentation of Iora’s financial information to 1Life’s presentation:

  (a)

To reclassify $19.3 million of risk share receivables to accounts receivable, net.

  (b)

To reclassify $2.4 million of capitalized software – net to property and equipment, net.

  (c)

To reclassify $4.4 million of accrued compensation and $1.2 million of accrued occupancy costs to
accrued expenses, totaled $5.6 million.

  (d)

To reclassify current and non-current $14.5 million of deferred rent into right of use assets.
Additionally, the adoption of ASC 842 by Iora results in recognition of a non-cash transitional adjustment to operating lease right of use assets and operating lease liabilities of $75.6 million and
$75.6 million, respectively. The expense recognition pattern (straight-line) is the same under both ASC 842 and the lease accounting standard used in the historical financial statements of Iora and therefore there is no impact on the unaudited
pro forma condensed combined statements of operations for the twelve months ended December 31, 2020 and three months ended March 31, 2021.

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  (e)

To reclassify other non-current liabilities of warrant liabilities,
$41 thousand.

  (f)

To reclassify $48.6 million of medical claims expense to third-party medical expense for the three months
ended March 31, 2021.

To reclassify $172.1 million of medical claims expense to third-party medical expense
for the year ended December 31, 2020.

  (g)

To reclassify $17.1 million of medical services other direct expense to cost of care, exclusive of
depreciation and amortization for the three months ended March 31, 2021.

To reclassify $75.2 million of
medical services other direct expense to cost of care, exclusive of depreciation and amortization for the year ended December 31, 2020.

  (h)

To reclassify $7.2 million of administrative payroll and employee benefits, of which $3.0 million and
$4.2 million was reclassified to general and administrative expense and sales and marketing expense, respectively, for the three months ended March 31, 2021.

To reclassify $24.5 million of administrative payroll and employee benefits, of which $14.3 million and $10.2 million was
reclassified to general and administrative expense and sales and marketing expense, respectively, for the year ended December 31, 2020.

5.

Merger related adjustments

Adjustments to the pro forma condensed combined balance sheet related to the merger include the following:

  (a)

Represents the cash settlement, including (i) vested and unvested phantom stock awards settled in cash,
(ii) 1Life’s loan to Iora through the closing date of the merger, and (iii) the fractional shares cash payment.

     (in thousands)  

Vested phantom stock awards settled in Cash

   $ 3,016  

1Life’s loan to Iora through the closing date of the merger1

     44,100  

Fractional shares cash payment.

     18  
    

Net Cash Outflow

   $ 47,484  
    

Unvested phantom stock awards settled in
Cash2

     350  
    
  1.

This amount is an estimate and is subject to change at the time of close of the merger.

  2.

This amount is expected to be settled in cash as the phantom stock awards vest. As such, it is recorded as a
liability on the unaudited pro forma condensed combined balance sheet.

  (b)

Reflects the acquisition method of accounting based on the fair value of the assets of Iora and the fair value
of intangible assets acquired as discussed in Note 3 above. The property and equipment, net represents the fair value of the acquired software.

     (in thousands)  

Intangible assets – Elimination of historical

   $ (141

Intangible assets – Fair value

     414,000  
    

Total Pro forma adjustments relating to Capitalized Software and Intangible assets

   $ 413,859  
    
     (in thousands)  

Property and equipment, net – Elimination of historical

     (2,434

Property and equipment, net – Acquired software

     21,000  
    

Total Pro forma adjustments relating to Capitalized Software and Intangible assets

   $ 18,566  
    

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  (c)

Reflects the acquisition method of accounting based on the fair value of deferred revenue, current and non-current, acquired.

     (in thousands)  

Deferred revenue, current – Elimination of historical

   $ (4,683

Deferred revenue, non-current – Elimination of
historical

     (27,606

Deferred revenue, current – Fair value

     3,481  

Deferred revenue, non-current – Fair value

     20,519  
    

Pro forma adjustments

   $ (8,289
    

As a result of the above pro forma adjustments to deferred revenue, the reduction in revenues for the year
ended December 31, 2020 and three months ended March 31, 2021 is $1.0 million and $0.3 million, respectively.

1Life is
still in the process of finalizing the fair value of the acquired deferred revenue. 1Life has preliminarily assumed a reduction of $8.3 million based on certain estimates of costs expected to be incurred to fulfill the performance obligations
and anticipated fulfillment margins expected to be earned. A 25% increase or decrease in the fair value would result in a change in fair value of deferred revenue by $6 million. Management anticipates the impact of this change on total net
revenue for the year ended December 31, 2020 and the three months ended March 31, 2021 to be immaterial.

  (d)

Reflects the increase in non-current deferred tax liability by
$81.1 million, which was primarily attributable to the fair value adjustments to be recorded for book and not for tax purposes in acquisition accounting. The deferred tax liability was partially offset against $12.5 million of Iora’s
historical deferred tax assets before valuation allowance resulting in a $68.6 million net adjustment. Deferred taxes associated with fair value adjustments reflect the combined federal and state impact at the statutory rate of 24% and impact
to valuation allowance.

Utilization of some of the Iora federal and state net operating loss and credit carryforwards
may be subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. Iora is in the process of performing a Section 382 study to determine any limitations
that may result in the expiration of net operating losses and credits before utilization.

Additionally, Iora recognized liabilities,
aggregating $15.0 million, for indemnifying employees and/or service providers for certain tax consequences arising from certain stock option granting practices of Iora. Iora has agreed to provide up to $15.0 million to 1Life by keeping
certain shares in an escrow which will be available for the indemnification. Accordingly, 1Life has reflected an indemnification asset of $15 million as part of other current assets.

  (e)

Reflects the net adjustment of $7.5 million comprised of (i) the elimination of Iora’s
historical common stock of $91 thousand, (ii) $473.1 million of redeemable convertible preferred stock, (iii) $465.7 million of Iora’s historical accumulated deficit.

     (in thousands)  

Elimination of Iora historical common stock and capital in excess of par value

   $ (91

Elimination of Iora historical accumulated deficit

     465,724  

Elimination of Iora redeemable convertible preferred stock

     (473,125
  (f)

Reflects the expensing of transaction costs consisting primarily of advisory, banking, legal and accounting
fees incurred by 1Life and Iora related to the merger to accumulated deficit of $37.4 million and $39.1 million, respectively, expected to be incurred and expensed after March 31, 2021. The

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  accumulated deficit adjustment does not include $3.2 million and $4.4 million in transaction costs that 1Life and Iora, respectively, incurred in the three months ended March 31,
2021 related to the merger as these transaction costs are already included in the historical financial statements. In addition, Iora’s transaction costs are assumed as a liability by 1Life
  (g)

Represents the additional fees incurred, including the prepayment penalty of $0.4 million, to pay the
outstanding balance of the Silicon Valley Bank loan.

  (h)

Reflects the elimination of Iora’s historical warrant liability of $41 thousand resulting from the
conversion of the warrants into 1Life’s common shares as a cashless exercise. The warrants have been converted into shares and included in the merger consideration calculation.

  (i)

The right of use asset was initially net of deferred rent liability of $14.5 million that was derecognized
through goodwill as part of purchase accounting.

Adjustments to the Pro Forma Condensed Combined Statements of
Operations related to the merger include the following:

  (j)

Reflects the adjustments to record net adjustment to amortization expense related to identifiable intangible
assets calculated on a straight-line basis. The amortization of intangible assets is based on the periods over which the economic benefits of the intangible assets are expected to be realized.

     Pro Forma

For year ended

December 31, 2020
     Pro Forma

For three months ended

March 31, 2021
 
     (in thousands)      (in thousands)  

Reversal of Iora’s historical amortization expense

   $ (1,217    $ (364

Amortization of purchased identifiable intangibles

     47,750        11,938  
         

Total additional amortization

   $ 46,533      $ 11,574  
         
  (k)

Reflects the adjustments to stock-based compensation expense for equity-based retention awards and the net
adjustments to stock-based compensation expense for the post-combination portion of Iora’s equity awards assumed by 1Life. The new stock-based compensation is amortized on a straight-line basis over the remaining vesting periods.

The following table reflects the equity-based retention awards and the fair value of 1Life’s replacement equity
awards to be recognized over the period for which the post-combination service of Iora’s employees or service providers is required:

     Pro Forma

For the year ended

December 31, 2020
     Pro Forma

For the three months ended

March 31, 2021
 
     (in thousands)      (in thousands)  
     General &

Administrative
     Sales &

Marketing
     General &

Administrative
     Sales &

Marketing
 

Incremental stock-based compensation expense from equity-based replacement awards

   $ 13,154      $  909      $ 3,262      $ 125  

Incremental stock-based compensation expense from equity-based retention awards (1)

     1,637        113        421        16  
                   

Total incremental stock-based compensation expense

   $ 14,791      $ 1,222      $ 3,683      $ 141  
                   
  (1)

The equity-based retention awards granted to certain senior management, as of the close date, have a maximum
aggregate grant date fair value of $7.0 million. Pursuant to the offer letters, the senior management will be offered time-based options with a grant date fair value of $4.9 million

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  and time-based RSUs with a grant date fair value of $2.1 million, both of which vest over a four-year period. The stock-based compensation expense related to these equity-based awards is
recognized on a straight-line basis over the four-year vesting period.
  (l)

Reflects adjustments to general and administrative expenses comprised of 1Life and Iora’s transaction
costs related to the merger of $37.4 million and $39.1 million, respectively, inclusive of advisory, banking, legal and accounting fees. Transaction costs are nonrecurring and these costs will not affect 1Life’s financial information
twelve months after the merger close date. This pro forma adjustment does not include $3.2 million and $4.4 million in transaction costs that 1Life and Iora, respectively, incurred in the three months ended March 31, 2021 related to
the merger as these transaction costs are already included in the historical financial statements.

  (m)

Reflects an estimate of the tax impacts of the Merger on the unaudited pro forma condensed combined statements
of operations, primarily related to the fair value adjustments to be recorded for book and not for tax purposes in relation to acquired intangibles.

  (n)

Reflects adjustments of reduction in revenue for the year ended December 31, 2020 and three months ended
March 31, 2021 for the amounts of $1.0 million and $.3 million, respectively, as result of adjustments to deferred revenue as discussed in Note 5(c) above.

  (o)

Reflects the adjustments to weighted average shares outstanding.

     Pro Forma

For year ended

December 31, 2020

(in thousands)
     Pro Forma

For three months ended

March 31, 2021

(in thousands)
 

Pro Forma Basic Weighted Average Shares

     

Historical weighted average shares outstanding

     118,379        136,516  

Issued 1Life common stock as consideration

     52,656        52,656  
         

Pro forma weighted average shares (basic and diluted)

     171,035        189,172  
         
6.

Financing Transaction and other related adjustments

Adjustments to the Pro Forma Condensed Combined Balance Sheet related to the Financing Transaction and other adjustments include the
following:

  (a)

Based on the merger agreement, Iora’s outstanding debt will be paid off by 1Life after it has legally
assumed the debt liability. The adjustment reflects the cash repayment of Iora debt closing of the merger of $5.4 million, including $0.7 million of current portion, $4.3 million of non-current
portion and $0.4 million of a final payment and prepayment fee.

  (b)

Reflects the estimated impact of the guaranteed incentives that will be paid out to employees and providers of
Iora at the close of the merger. In lieu of providing options at the closing, the guaranteed amounts will be paid out in cash. Due to the preliminary nature of the agreement, these amounts have been reflected as an expense to be incurred by 1Life.

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     Pro Forma

For the year ended

December 31, 2020
 
     (in thousands)  
     General &

Administrative
     Sales &

Marketing
 

Incremental stock-based compensation expense for promised incentives

     1,988        137  
         

Total incremental stock-based compensation expense

   $ 1,988      $ 137  
         

Adjustments to the Pro Forma Condensed Combined Statements of Operations related to the Financing
Transaction and other adjustments include the following:

  (c)

Reflects the adjustments to reverse interest expense associated with the repayment of Iora’s existing
debt.

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IORA MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Unless otherwise indicated or the context otherwise requires, (1) references in this
section to “Iora,” and other similar terms refer to Iora Health, Inc., its subsidiaries and its consolidated affiliated professional corporations and (2) references in this section to “One Medical” refer to 1Life Healthcare,
Inc. and its consolidated affiliated professional entities. The following discussion and analysis summarize the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of Iora as of and for the
periods presented below. The following discussion and analysis should be read in conjunction with Iora’s consolidated financial statements and the related notes thereto included elsewhere in this proxy statement/prospectus/consent solicitation
statement. The discussion contains forward-looking statements that are based on the beliefs of Iora’s management, as well as assumptions made by, and information currently available to, Iora’s management. Actual results could differ
materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this proxy statement/prospectus/consent solicitation statement, particularly in the sections
entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

Overview

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 (EHRs) 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.

As of
March 31, 2021, Iora cared for 38,000 patients, including 21,000 patients under at-risk arrangements, where Iora is responsible for overall care management and associated costs of a patient. Iora cares
for these patients through its virtual clinical team and through 47 owned and operated primary care offices in ten markets across eight states employing over 600 employees. Iora interacted with its patients 960,000 times in the twelve months ended
March 31, 2021, including through more than 148,000 in-person interactions, and had more than 1.2 million touchpoints, which reflect notes written in Chirp (Iora’s EHR) by Iora’s care
teams. Iora’s total annual revenue was $213 million and $172 million for the year ended December 31, 2020 and 2019 respectively, representing a 24% year over year growth rate. Iora’s net loss was $79 million and
$87 million in 2020 and 2019, respectively.

The U.S. healthcare system faces a critical challenge today as it struggles to manage
unsustainable and rising healthcare costs. In 2021, U.S. healthcare spend is projected to be $4.2 trillion, representing 18% of GDP, according to the Centers for Medicare and Medicaid Services, or CMS. Healthcare expenditures are particularly
concentrated in the Medicare-eligible population, in which expensive-to-treat chronic conditions are more common. Medicare spending is projected to account for over
$900 billion of total healthcare spending in 2021 and is projected to increase to over $1.5 trillion in 2028, an approximately 8% increase in spending per annum.

Iora believes much of this spending growth is wasteful and is not improving outcomes proportionally. According to a 2018 study from the National Academy of
Medicine, approximately 30% of all healthcare expenditure is

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wastefully spent as a result of poor care coordination, overtreatment, administrative complexity and fraud, amongst other problems. This equates to more than $1 trillion in estimated annual
wasteful spend. Despite spending more on a per capita basis than other highly developed nations, the United States’ health outcomes lagged these nations by a significant margin, according to a 2014 Commonwealth Fund report, and the average life
expectancy in the United States today is lower than in the rest of the developed world.

Iora believes much of this underperformance can
be ascribed to the lack of focus on preventative and primary care, and the dominance of fee-for-service compensation models. According to a 2020 Patient-Centered Primary
Care Collaborative Report, the United States spends approximately 5% to 7% of its healthcare dollars on primary care, whereas other Organization for Economic Co-operations and Development, or OECD, nations
spend, on average, 14%. Iora believes that this lack of focus on primary care can lead to worsening outcomes as well as drive up reactive care costs and unnecessary in-patient visits, misaligning incentives
across the entire healthcare landscape and creating a host of consequences that lead to poor outcomes and ineffective spend. Historically, healthcare delivery was centered on reactive care to acute events, which resulted in the development of a fee-for-service compensation model. By linking payments to volume of encounters and higher compensation for higher complexity interventions, the
fee-for-service model does not reward prevention, but rather incentivizes the treatment of acute care episodes as they occur.

Policymakers have taken note of the negative impacts created by the
fee-for-service model and have realized that an aging United States population with a high prevalence of chronic disease requires a new payment structure. In an effort
to incentivize healthcare providers to provide optimal, cost-effective care to their patients, government and commercial payers alike have introduced value-based payment models. Iora refers to such value-based payment models as at-risk models. These programs offer shared risk-reward incentives based on the total cost of care provided and the outcomes of that care on a per-patient basis.

Iora believes the success of new value-based payment models relies heavily upon new care delivery models. Iora’s longitudinal care model
has demonstrated the ability to improve the patient experience, enable better clinical outcomes and reduce overall healthcare costs. Over 95% of Iora’s revenue in 2020 was generated from an at-risk
revenue model in which Iora provides primary care and manages its patients’ total health care experience in return for a capitated monthly fee and is responsible for substantially all of those patients’ healthcare costs. Iora’s
primary care team works together with patients to develop and execute individualized care plans focused on each patient’s unique priorities (e.g., weight loss, management of congestive heart failure, sleep management, diabetes control, smoking
cessation). In 2020, on average, an Iora patient had approximately 19 logged interactions with their Iora care team versus four to six in a traditional primary care practice, with the majority of those interactions coming through its digital
platform. Iora has designed its care model to increase patient access relative to traditional primary care providers through 24/7 access to Iora providers and care teams through telemedicine and other tools, and through conveniently located clinical
practices.

Iora’s History

In
December 2010 and following successful pilot programs showing statistically significant reductions in total medical spend, Rushika Fernandopulle and Christopher McKown founded Iora Health with a goal of transforming healthcare by redefining the
primary care model at scale. Early in 2012, Iora opened its first two practices, one in Las Vegas, Nevada for the Culinary Union, and another in Hanover, New Hampshire for Dartmouth College employees. These two practice locations were purposefully
chosen to enable Iora to learn how to scale by implementing its model in very different settings.

Both practices were paid a fixed amount
for primary care, eschewed all fee-for-service payments, and implemented a care model with health coaches, team huddles, integrated behavioral health and population
health. In order to support this care model, Iora also decided to build its own collaborative care technology platform, now known as Chirp.

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Over the next few years Iora continued to grow in the employer and union space and continued
to receive positive feedback and data on the efficacy of the model – demonstrating an improved patient and doctor experience, improved health outcomes, and lower total cost of care.

From 2014 to 2015, Iora embarked upon two large scale expansions of its model. One was a partnership with United Healthcare to build a new
product on the recently created Individual Healthcare Exchanges in select geographies. This partnership, called Harken Health, launched in January 2016 with 10 practices in two states, caring for approximately 35,000 patients and a plan to expand to
at least 20 practices. However, later that year, United Healthcare decided to exit all Individual Healthcare Exchanges, including the ones in partnership with Iora, despite positive interim data on customer experience and total cost of care for Iora
patients.

Iora’s second expansion during this time period was focused on Medicare Advantage in cooperation with Humana, Inc. and its
affiliates, or Humana. Iora’s most impressive results had been among older, higher acuity patients, and Iora and Humana wanted to build on this success by creating a senior-focused care model. In September 2014, Iora launched four
senior-focused practices and decided to not just accept primary care capitation payments, but to share in the financial upside its model delivered by being responsible for substantially all of the healthcare costs for its patients. Iora had shown it
could reduce hospitalizations and emergency room visits, and now it could participate in recapturing the value it created to support better primary care.

The Iora model and partnership with Humana was successful in attracting and retaining patients, improving outcomes, and lowering the total
cost of care. As a result, by December 31, 2020, Iora served approximately 34% of all of Humana’s Medicare Advantage lives in Phoenix. Following this success, Iora added additional capacity in existing markets and entered new geographies
in partnership with Humana, which was Iora’s exclusive Medicare Advantage partner until mid-2020. By the end of 2020 Iora had expanded into additional geographies, ended its exclusive relationship with
Humana, and entered at-risk arrangements with a variety of Medicare Advantage-focused health insurance plans, including large national and regional payers.

As of December 31, 2020, Iora had 47 clinics in 10 markets in eight states, and cared for 36,500, primarily senior, patients.

Ending Patient Count: 2015 to First Quarter 2021

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*

During 2016, Iora operated 10 facilities in conjunction with United Healthcare/Harken to
pursue commercially insured patients on exchanges established under the Affordable Care Act—the relationship was disbanded in 2017.

Iora’s Built for Purpose Care Model

Over the last decade, Iora has refined a highly differentiated care model that delights patients and engages them in longitudinal
relationships, driving better outcomes and lower overall health costs. Iora’s care model is fully integrated and consists of four interconnected elements:

Team-based, Relationship-centered Care

Iora employs a multidisciplinary team consisting of primary care providers, health coaches, nurses, and integrated behavioral health
specialists that engage patients and help them take ownership of their health. By empowering and delighting patients, Iora is able to develop longitudinal relationships with them that Iora believes leads to lower costs and better outcomes. Patients
are assigned to a health coach, the patient’s central point of contact and coordinator of care. These health coaches facilitate primary care provider visits either virtually or in person, support health behavior change, track follow-ups and navigate specialty and community social services. Health coaches serve as panel managers and help enable evidence-based prevention, chronic disease management and proactive risk-stratified care.
Integrated behavioral health specialists provide interventions, group therapies and behavioral health coordination of community services for patients with mental health conditions or behavioral drivers. These specialists are introduced to patients
through warm handoffs from the team, provide coaching to health coaches on behavioral change techniques and follow-up in joint patient sessions alongside coaches or providers.

Iora recognizes the importance of shared decision-making. Remote virtual visits or in-person visits
are typically 30 to 60 minutes, allowing patients to share their preferences and values. Alongside its patients, Iora develops care plans based on the individual patient’s agenda, values, motivations, and barriers such as health literacy and
other social determinants of health. Iora administers a standard post-visit survey to assess engagement and seek subjective comments. Patient Ambassador Committees consist of Iora patients who agree to represent their peers and offer feedback and
guidance to care teams.

A care team begins each day with a huddle in which it reviews the day’s patients, one by one, and discusses
their needs, potential clinical risks, and develops care plans. Care teams assess clinical risk and stratify their panel of patients at every touch with a “worry score,” a four-point scale driven by their holistic assessment of multiple
inputs including risk scores, recent utilization, social determinants and subjective assessment of patient level activation and need. Patients with higher “worry scores” are given additional attention, as they are the most likely to have
adverse health events and drive significant spending.

Multi-channel Proactive Care

Iora provides convenient access to care, either in clinics within its neighborhood retail locations or virtually via its telehealth services.
As of March 31, 2021 Iora operated 47 primary care clinics across the country and has invested heavily in telehealth services, including hand-delivering tablets to patients in order to enable video visits as needed during the COVID-19 pandemic.

Iora’s facilities are purpose-built for highly engaging, high touch care. Iora
aims to establish its clinics in desirable, high-traffic retail settings, meeting patients in convenient locations within their communities. Iora’s welcome areas are designed to be highly comforting and Iora strives to create a pleasant
experience to make the patient feel at home. Each facility is tailored to the local population while maintaining Iora’s high standards and branding. Iora is committed to providing high touch, white-glove service including, as appropriate,
visits beginning with a catch-up and review of the patient’s history, virtual visits, personal transportation to and from the visit, and supplemental services including yoga classes, wellness, and home
visits. Often, necessary services and procedures are performed within the Iora practice including, for example, lab draws and vaccinations.

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Iora has also developed a home visit program, Iora+, that allows for visits to the home for
urgent care and longitudinal care for its chronically ill patients, including visits when patients transition to hospice. Iora+ allows Iora to proactively manage patients’ health prior to resorting to more costly care settings.

In certain situations, a patient may require a visit to a specialist for services outside of the realm of Iora’s services. Iora has
created a network of high-quality, high-value providers who have agreed to coordinate care services with Iora. Iora monitors the performance and outcomes of care at specialty offices and facilities such as hospitals and skilled nursing facilities
for its patients. In many instances, Iora’s primary care providers and nurses have conversations with third-party doctors and facility nurses about care either prior to the visit or in real time. Iora actively tracks length of stay in
facilities and all services performed by third parties including, for example, tests and labs ordered and use of medications.

Purpose-built
Proprietary Technology Platform

Iora’s care teams are supported by Chirp, Iora’s proprietary, purpose-built
collaborative care technology platform which serves as a combined electronic medical record and population health management tool. Chirp replaces traditional EHR platforms with a unique combination of claims data and clinical data. This solution
allows Iora to deliver insights to its providers and care team members at the point of care, helping to improve patient experience and outcomes. Chirp also supports population health management by allowing Iora providers to manage an entire panel of
patients, identifying the patients who are most at clinical risk and suggesting the right time and channel for intervention. The end result is an integrated managed health care solution that can help deliver improved outcomes and controlled medical
costs by helping patients stick to healthier habits, and avoid unnecessary appointments, procedures, tests and hospitalizations. During 2020, Iora showed an approximately 41% decrease in hospitalizations and an approximately 47% drop in emergency
room visits for its patients relative to risk-adjusted benchmarks.

Chirp is fully integrated into the patient experience and empowers
patients to manage their own health, providing them with 24/7 access to their care team and clinical information. The Chirp portal is web-based and as a result, can be available on any Internet-connected
device. Patients are able to view their full health record, including real-time lab results and trends, shared clinic notes, real-time consult notes, and other medical records. Patients are also able to track and share their own measurements. The
Chirp platform has demonstrated high levels of engagement, driving approximately 16 digital interactions per patient on average in 2020.

Further clinical support comes from combining Iora’s own data with available outside data including medical and pharmacy claims,
admissions / discharge / transfer notifications for acute and sub-acute facility events, Medicare eligibility and chronic condition lists, health plan quality and care management, and information shared by the
patient. Data is analyzed in detail to enhance day-to-day care processes at the care team level. Iora’s care teams are able to review, on a daily basis, all
inpatient and post-acute activity including emergency department visits, observation status, admissions, and skilled nursing census. Chirp also helps generate the “worry scores” that allow Iora’s care teams to triage patients and
provide additional care and support to patients most in need.

At-risk Care Contracting

During 2020, over 95% of Iora’s revenue was generated from at-risk arrangements with payers. These
are value-based relationships in which Iora provides primary care and manages its patients’ total health care experience and costs. Under at-risk arrangements with Medicare Advantage plans and directly
with CMS, Iora receives capitated payments, consisting of a fixed share of each patient’s risk adjusted health care premium per month. The fee amount is adjusted for each patient based on age and demographic benchmarks and further risk adjusted
to reflect the underlying complexity of the patient’s care. These fees give Iora revenue economics that are contractually recurring in nature on a majority of its revenue. In exchange for these fees, Iora manages the

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entire health care experience for these patients, including clinical care, and takes financial responsibility for their health care costs. Iora focuses heavily on proactive, preventive care and
patient engagement to improve outcomes and reduce overall medical expenses for its patients.

Additionally, in 2020, 5% of revenue was
generated from fixed monthly management fees, and start-up fees from its payers and fee-for-service for patients not covered
under at-risk arrangements.

At-risk and All Other
Revenue: 2018 to 2020 (in millions)

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Impact of COVID-19

The COVID-19 pandemic has impacted and may continue to impact Iora’s operations, revenues,
expenses, collectability of accounts receivables and other money owed, capital expenditures, liquidity, and overall financial condition. Iora’s business is principally focused on providing transformational enhanced primary care services to
Medicare beneficiaries, a population particularly vulnerable to and impacted by the COVID-19 pandemic. Iora took multiple steps to help protect the wellbeing of patients, employees, and the collective company,
including the following:

  •  

Conducted extensive proactive outreach to its patients to provide them with critical public health messages and
communicate that its care teams were available to provide them with needed care and other services.

  •  

Transitioned to a virtual-first approach for primary care services and reduced
in-practice operations. Iora created new templates, standard operations, and delivered associated training to dramatically accelerate, expand, and improve its telephonic and video-based care. COVID-19 initiatives included the launch of a new program to loan qualified patients tablet devices for video visits on Iora-owned devices, in order to remove a barrier to accessing medically necessary care for
patients without direct access to the needed technology. During this time, Iora’s video and phone visits went from 6% of pre-COVID-19 visits to 74% of visits in mid-March 2020, exceeding 90% of visits during the months of April 2020 and May 2020.

  •  

Iora kept all its practices operational for necessary patient care.

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In addition to these patient-facing activities, Iora also;

  •  

Implemented daily leadership huddles and formed multiple COVID-19
oriented committees focused on areas such as supply chain, safety, and workforce management to provide a governance structure suitable for the extraordinarily fast-developing and high-need context.

  •  

Shifted its entire corporate workforce and many of its market and practice-based employees to remote work.

  •  

Reduced its cost structure and cash burn rate to ensure sufficient reserve capital to weather any COVID-19 related adverse impacts on its financial position.

  •  

Given the prevailing uncertainty, reduced sales and marketing expenses dramatically to ensure the business was
adequately capitalized to endure the pandemic. By January 2021, Iora returned its sales and marketing spending to pre-pandemic levels and restored its focus on growth.

Through these and other actions, Iora was able to continue to serve patients and emerged from 2020 with a goal of re-accelerating growth. However, it is unclear what the impact of the COVID-19 pandemic will be on future utilization, medical expense patterns, and the associated impact on
the at-risk business. The continuity of care Iora provided to patients during this period was in line with the core practices that drive Iora’s strong results of improving health and reducing total
healthcare costs.

Key Factors Affecting Iora’s Performance

Iora’s historical financial performance has been, and Iora expects its financial performance in the future to be, driven by its ability
to:

Grow Patients in Existing Markets

Iora believes that it has a significant opportunity to expand its patient base in current markets. As of May 2021, approximately
3.3 million Medicare beneficiaries resided within Iora’s current markets. Iora strives to increase patient counts, also referred to as its membership base, through the following.

  •  

Expanding its payer base: In 2014, Iora began serving Medicare Advantage patients through an exclusive
payer relationship with Humana. Humana funded the expansion of Iora’s care model, and funded the development of 40 Iora primary care clinics in these initial markets. Iora is a leading value-based provider for Humana in these markets, driving
strong outcomes for patients, as evidenced by a 10% reduction in claims expense in 2020 relative to the Humana risk-adjusted benchmark. In July 2020, Iora and Humana ended their exclusivity in all regions, and Iora accelerated contracting with other
payers, including UnitedHealthcare Inc., WellCare Health Plans, Inc., Aetna Inc., Cigna Corp., and several plans with Blue Cross Blue Shield association. Iora believes transitioning to a payer agnostic model significantly expands its addressable
population of Medicare eligible patients in its current markets and improves its patient retention, as patients who switch health insurance plans now have the opportunity to remain with Iora.

  •

Improving capacity utilization: Iora will continue to increase the efficiency of its operations through
ongoing operational initiatives, increasing its practice management technology capabilities, and allowing for more care to take place remotely, both synchronously and asynchronously. Iora has more than doubled its patient service capacity since 2017
in anticipation of increased growth driven in parts by the end of the Humana exclusivity.

  •  

Executing on Iora’s go to market strategy: Iora has designed a multichannel go to market strategy to
reach new patients in Iora’s current markets through digital marketing, telesales, partnerships with payers and brand marketing. Iora employs experienced national and local patient enrollment and marketing team members dedicated to growing
Iora’s patient base. Iora call center associates deliver

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consistent messaging on Iora value and patient experience, and Iora has strong relationships with leading e-brokers. Word-of-mouth also helps drive Iora’s growth, as 18% of new patients in mature markets have come through existing patient referrals, driven in part by Iora’s 78 Net Promoter Score, or NPS, as of
March 2021. NPS measures the willingness of consumers to recommend a company’s products or services to others. Iora uses NPS as a proxy for gauging its patients’ overall customer satisfaction from a survey provided after visits which asks
how likely they are to recommend Iora to a friend or colleague. Iora calculates its NPS using the standard method of subtracting the percentage of members who respond that they are not likely to recommend Iora’s service from the percentage of
members that respond that they are likely to recommend Iora’s service with responses based on a scale of 0 to 10. The resulting NPS is an index that ranges from a low of -100 to a high of 100. After
restraining its sales and marketing spending in 2020 due to COVID-19 related cost reductions, Iora has re-accelerated sales and marketing spend in 2021.

Serve Patients on Original Medicare through Direct Contracting Program

The Direct Contracting Program is an initiative with a new payment model in which the Center for Medicare and Medicaid Innovation, or CMMI,
contracts directly with provider-entities designated by CMMI as Direct Contracting Entities, or DCEs, and is part of CMS’ strategy to drive broader healthcare reform and accelerate the shift from Medicare’s original fee-for-service model toward value-based care models. Iora is one of 39 companies chosen by CMMI to be a DCE and to participate in the Global Risk component of the Direct
Contracting Program, which started on April 1, 2021. Iora believes the Direct Contracting Program has the potential to serve as a meaningful driver of growth. As of December 31, 2020, Iora served approximately 14,000 patients with Original
Medicare and was paid to treat these patients on a fee-for-service basis for primary care services only. The Direct Contracting Program allows Iora to shift to an at-risk model and receive a capitated, per-month payment for managing the health of the enrolled patients that is comparable to what CMS would be paying for the enrolled
patients if they were members of a Medicare Advantage plan. The Direct Contracting Program allows Iora to take risk on these patients and share the economic benefits of its value based care model with CMS. Through the Direct Contracting Program,
Iora has the potential to take risk on virtually any Original Medicare patient in the United States, expanding its total addressable market to 37.8 million individuals. Iora estimates that as of April 30, 2021, approximately 57% of its
Original Medicare patients have been aligned to the Direct Contracting Program under Iora’s DCE.

Iora Medicare Patient Trends:
Ending Patient Counts for 2015 to March 31, 2021

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According to the Centers for Medicare and Medicaid Services, or CMS, the Direct Contracting
Program represents an approximately $20 billion opportunity in Iora’s current markets, and an approximately $450 billion opportunity nationwide.

Substantial Addressable Market

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(1)

Revenue per member per month (PMPM) before medical expenses used to calculate total addressable market, or TAM.
Enrollment data as of January 2020. Data based on third-party reports and estimates.

(2)

The Direct Contracting Program went live in April 2021. Direct Contracting eligibility requirements could
impact the number of beneficiaries eligible for alignment with Iora. Data based on third-party reports and estimates.

Enter New
Markets

Iora believes it has a significant opportunity to expand into new markets to serve the approximately 63 million
Medicare beneficiaries nationwide in 2020, as reported by the Centers for Medicare and Medicaid Services (CMS). Iora has developed a robust market selection and entry process including an evaluation of factors such as the addressable market, market
competitive dynamics, clinician supply and real estate. Iora targets markets with a large and growing population of seniors historically focused on higher than average Medicare Advantage penetration. Iora has an established playbook for recruiting
providers, which often starts by building relationships with residency programs, medical schools, and primary care societies. To enroll new patients, Iora leverages a multi-channel marketing approach, as well as community partnerships with
senior-focused agencies and community events. We believe Iora has demonstrated a proven ability to successfully manage care across geographies and across the socioeconomic spectrum.

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Sustain Patient Retention

Iora’s patient centered approach helps drive patient loyalty, resulting in a Medicare Advantage patient retention rate of approximately
80% in 2020, calculated as the percentage of patients on the patient roster as of January 1 that are still on the patient roster at January 1 of the following year. For the majority of 2020, Iora was under an exclusive arrangement with
Humana. As a result of ending that exclusive relationship, Iora believes that in addition to its ongoing retention efforts, transitioning to a multi-payer model has the potential to increase patient retention. Retention contributes to the recurring-in-nature economics of the Iora at-risk business and offers visibility to revenue forecasting. Iora believes that its Net
Promoter Score (NPS), an important measure of patient satisfaction, is industry leading at 78 for March 2021.

Increase Revenue per Patient

Revenue per patient is driven by a number of factors, including the percentage of patients in
at-risk contracts, Iora’s contracted percentage of premium, and Iora’s ability to accurately document the acuity of Iora’s patients. Each year CMS revises payments for Medicare beneficiaries, in
part, as a result of the health conditions documented in the prior year. As of March 31, 2021, and before the impact of the Direct Contracting Program in April 2021, at-risk revenue was generated by 56%
of Iora’s patients.

Reduce Medical Claims Expense Ratio

Iora’s model is designed to drive improved outcomes across cohorts of patients over a multi-year period. Iora was able to show steady
improvement in cohort economics over the last few years, including in 2020 and despite the impact of COVID-19, which disproportionately affected the senior population. The Medical Claims Expense Ratio, which
is Medical Claims Expense as a percentage of total revenue, fell from 91% to 81% in 2020 as compared to 2019 and further to 78% in the first quarter of 2021.

Medical Claims Expenses from third parties is Iora’s largest expense category, representing 59% of its total expenses for the year ended
December 31, 2020. Iora’s care model focuses on maintaining health through better primary care, improving outcomes and avoiding more costly episodes of care, as evidenced by the following:

  •  

lower mortality rates (3.9% mortality rate for the year ended December 31, 2020, as compared to the Medicare
fee-for-service adjusted benchmark of 4.5%, which represents a 13.3% improvement);

  •  

fewer hospital stays (185 hospital admissions per thousand patients for the year ended December 31, 2020, as
compared to the Medicare adjusted benchmark of 316 for 2019, which represents a 41.5% improvement); and

  •  

fewer emergency room visits (329 emergency room visits per thousand patients for the year ended December 31,
2020, as compared to the Medicare adjusted benchmark of 620, which represents a 46.9% improvement).

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Medical Claims Expense Ratio Cohort Trends: 2017 to 2020

LOGO

Iora believes the 2017 to 2020 cohorts are a fair representation of Iora’s overall patient population
because they include patients across geographies and demographics.

Unique At-Risk Patients by Cohort Year

LOGO

Iora believes the cohorts presented are a fair representation of Iora’s overall patient population
because they include patients across geographies and demographics.

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Further Invest in Scaling the Iora Health Platform

Iora is actively investing in scaling its operational, clinical and technology platform to better position Iora to seize on opportunities in
attractive markets and further its leadership in patient-centered and technology-powered primary care. As Iora emerges from COVID-19, Iora has redoubled investments in key areas such as technology, sales and
marketing and talent acquisition. While Iora believes this investment will better position Iora for growth, it is likely to weigh on profitability in the near term.

Achieve Long Term Profitability

Iora is operating multiple initiatives to further its goal of long-term profitability which it believes is important for sustainability and to
further its innovative and competitive positioning in healthcare. Iora believes profitability will be driven by the volume of patients it serves, its ability to lower their medical costs relative to the revenue it receives for those patients, its
ability to scale its internal resources over a larger number of patients and the effectiveness of its marketing expenditures. For example, as Iora‘s patient counts increase in markets, it is able to offer programs such as Iora+, operating in
Phoenix and Colorado markets as of December 2020, which provides additional resources to its highest risk and neediest patients, often in their homes. Such programs can be highly cost effective, with a significant return on investment when rolled
out to a critical mass of patients within a market.

Seasonality

Iora’s operational and financial results experience some variability depending upon the time of year in which they are measured. This
variability is most notable in the following areas:

Medical Costs

Medical costs vary seasonally depending on a number of factors. Typically, Iora experiences higher utilization levels during the first and
fourth quarter of the year. Medical costs also depend upon the number of business days in a period. Shorter periods will have lesser medical costs due to fewer business days.

Organic Patient Growth

Iora historically experienced the largest portion of its organic member growth during the fourth quarter, when the Medicare
Annual Election Period (AEP) occurs. For the Medicare Advantage line of business, a substantial portion of fourth quarter activity is recorded in first quarter as many patients become effective on January 1 of the
following year. While Iora expects the fourth quarter to remain the quarter with the highest annual member count growth in the near term, as a result of Iora increasingly accepting multiple payers and with the Direct Contracting
Program, Iora will be able to add patients more evenly throughout the year. Patients already on plans Iora accepts are able to switch to an Iora primary care provider throughout the year as well and patients in fee-for-service arrangements are also generally able to switch to an Iora primary care provider year round.

Per-Patient Capitated Revenue

Iora experiences some seasonality with respect to its per-patient revenue, which generally declines
over the course of the year. In July of each year, CMS revises the risk adjustment factor for each patient based upon health conditions documented in the prior year, leading to an overall change in per-member
premium. As the year progresses, per-member revenue declines as new patients join, typically with less complete or accurate documentation.

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Key Performance Metrics and Non-GAAP Financial Measures

Iora reviews a number of operating and financial metrics, including the following key metrics and
non-GAAP financial measures to evaluate its business, measure performance, identify trends affecting its business, formulate business plans and make strategic decisions.

     Year Ended

December 31,
    Three Months Ended

March 31,
 
     2020     2019     2018     2021     2020  

Patient count (as of the end of the period) (in thousands)

          

At-risk

     20       18       12       21       19  

Non-risk

     17       13       7       17       15  
                    

Total

     37       31       19       38       34  

Medical Claims Expense Ratio (1)

     81     91     90     78     79

Adjusted EBITDA (2) (in thousands)

   $ (69,355   $ (85,144   $ (54,650   $ (15,381   $ (19,227
(1)

Defined as Medical Claims Expense from third parties as a percentage of total revenue.

(2)

See the section titled “ —Adjusted EBITDA” for a reconciliation of Adjusted EBITDA to its
most comparable measure under GAAP, net loss. For 2020, 2019, 2018 and the three months ended March 31, 2021 and 2020, our net loss was $78.6 million, $86.8 million, $61.6 million, $19.0 million and $19.9 million,
respectively.

Patient Count

Patient count is driven by Iora’s existing capacity, adding additional capacity in existing markets, and expansion into new markets. Iora
counts patients as they are reported from payer official roster counts, in the case of Medicare Advantage, Direct Contracting and Commercially insured patients, and in the case of Original Medicare, as estimated based on Iora’s internal system
count. These categories of growth are driven by new Health Plan partnerships, Sales & Marketing spend, and patient satisfaction, which is associated with improved
word-of-mouth marketing, patient referrals, and patient retention.

Medical Claims Expense Ratio

Iora defines Medical Claims Expense Ratio as Medical Claims Expense from third parties as a percentage of total revenue and considers this key
metric to be an important measure to monitor performance, specific to the indirect and direct costs of delivering care. Iora believes this ratio is useful to measure whether it is controlling expenses included in the provision of care sufficiently
and whether it is effectively pricing its services. Medical Claims Expense Ratio is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP. This
margin is not a financial measure of, nor does it imply, profitability.

Iora has not yet achieved profitability and, even in periods when
revenue exceeds the cost of care, it may not be able to achieve or maintain profitability, which is not necessarily indicative of future performance. Other companies that present Medical Claims Expense Ratios may calculate it differently and,
therefore, similarly titled measures presented by other companies may not be directly comparable to ours.

Adjusted EBITDA

Iora defines Adjusted EBITDA as net loss excluding interest income, interest expense, depreciation and amortization, provision for (benefits
from) income taxes, further adjusted for the impact of certain items that Iora does not consider indicative of its core operating performance, such as restructuring charges, stock-based

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compensation and certain one-time and non-core expenses. Iora includes Adjusted EBITDA because it is an important
measure upon which its management assesses and believes investors should assess its operating performance and its progress towards profitability. Iora considers Adjusted EBITDA to be an important measure because it helps illustrate underlying trends
in its business and its historical operating performance on a more consistent basis. Adjusted EBITDA is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in
accordance with GAAP.

Iora’s definition of Adjusted EBITDA may differ from the definition used by other companies and therefore
comparability may be limited. In addition, other companies may not publish this or similar metrics. Thus, Iora’s Adjusted EBITDA should be considered in addition to, not as a substitute for, or in isolation from, measures prepared in accordance
with GAAP, such as net loss.

In addition, Adjusted EBITDA has limitations as an analytical tool, including:

  •  

Although depreciation and amortization are non-cash charges, the assets
being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash used for capital expenditures for such replacements or for new capital expenditures;

  •  

Adjusted EBITDA does not include the dilution that results from stock-based compensation or any cash outflows
included in stock-based compensation; and

  •  

Adjusted EBITDA does not reflect the impact of certain non-recurring cash
charges or cash receipts resulting from matters Iora does not find indicative of ongoing operations.

Iora provides
investors and other users of its financial information with a reconciliation of net loss to Adjusted EBITDA. Investors and others are encouraged to review Iora’s financial information in its entirety, not to rely on any single financial measure
and to view Adjusted EBITDA in conjunction with net loss.

The following table provides a reconciliation of net loss, the most closely
comparable GAAP financial measure, to Adjusted EBITDA:

     Years Ended    

Three Months Ended

 
     December 31,     March 31,  
($ in thousands)    2020     2019     2018     2021     2020  

Net loss

   $ (78,569   $ (86,777   $ (61,574   $ (18,962   $ (19,873

Interest income

     (390     (1,421     (1,400     —         (300

Interest expense

     83       46       120       123       —    

Depreciation and amortization

     3,427       2,535       2,100       807       831  

Restructuring (1)

     1,949       —         —         —         —    

Stock based compensation

     598       433       5,104       218       115  

One-time expenses (2)

     2,668       —         —         —         —    

Non-core expenses (3)

     879       40       1,000       2,433       —    
                    

Adjusted EBITDA

   $ (69,355   $ (85,144   $ (54,650   $ (15,381   $ (19,227
                    

Adjusted EBITDA as a percentage of revenue

     -33     -50     -51     -25     -36
                    
(1)

Restructuring consists of severance costs related to Iora’s formal restructuring plan executed during the
second quarter of 2020. Iora reduced its headcount by 119 employees, or 18% of the total workforce.

(2)

One-time expenses are expenses that Iora did not incur in the normal
course of business and are non-recurring in nature. These expenses include a contractual facility fee assessed in 2020 and executive recruiting fees to identify and recruit Iora’s new Chief Growth Officer
and Chief Financial Officer.

(3)

Non-core expenses are expenses that Iora did not incur in the normal
course of business. Non-core expenses include legal and advisory costs related to the execution of the merger agreement; costs related to practice closures; severance costs; and contract amendment costs.

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Key Components of Iora’s Results of Operations

Revenue

Capitated revenue.
For patients for whom care is paid for under an at-risk arrangement, Iora’s revenue is generated primarily of monthly capitated fees for medical services provided by Iora under capitation arrangements
with various health insurance plans. Fees consist of a fixed per patient per month premium paid for the delivery of substantially all healthcare services to an individual patient. In at-risk arrangements, Iora
is financially responsible for all healthcare services to an individual patient, subject to certain adjustments.

Iora’s rates are
typically determined as a percent of the premium the health insurance plans receive from CMS for its patients covered under at-risk arrangements. Those premiums are based upon, among other things, the cost of
care in a local market and the average utilization of services by the patients enrolled in the health plan. Medicare determines the appropriate reimbursement for these patients using a “risk adjustment model,” which compensates providers
based on the health status (acuity) of each individual patient for the preceding year. The amount of capitated revenue may be affected by certain other factors outlined in the agreements with the health insurance plans, such as administrative fees
paid to the health insurance plans, certain quality measures such as Medicare’s STAR ratings, and other adjustments to premiums.

Other revenue. Iora generates revenue from other sources, primarily
fee-for-service arrangements and certain one-time payments, as well as ancillary fees such as
co-pays. Iora receives various one-time payments under certain contracts to compensate it for clinical start-up, administration,
and on-going coordination of care activities.

Operating Expenses

Medical claims expense. Medical claims expense from third parties primarily consist of all medical expenses paid by the health insurance
plans contractually on behalf of Iora including costs for inpatient and hospital care, specialists, and pharmacy purchases associated with the resale of third-party medicines.

Other direct costs. Other direct costs primarily consists of costs incurred in the treatment of Iora’s patients, including the
compensation related to Iora’s medical service providers, medical supplies, purchased medical services, and drug costs for pharmacy sales.

Administration payroll and employee benefits. Administration payroll and employee benefits expenses include employee-related expenses,
including salaries and benefits, for non-medical practice employees such as finance, information technology and legal.

General and administrative expense. General and administrative expenses include costs of administration facilities such as rent and
utilities, technology infrastructure, marketing and other professional services.

Depreciation and amortization expense.
Depreciation and amortization expenses are primarily attributable to Iora’s capital investment and consist primarily of depreciation of property and equipment and amortization of capitalized software development costs.

Restructuring costs. Restructuring costs primarily consist of severance costs related to headcount reductions.

Other Income (Expense)

Interest and other income. Interest and other income primarily consist of income earned on Iora’s cash and cash equivalents,
restricted cash and short-term marketable securities.

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Interest expense. Interest expense consists of interest costs associated with
Iora’s loans and credit facilities.

Income Taxes

For the periods ended December 31, 2020, and 2019, Iora recorded no income tax benefit or provision. As of December 31, 2020, and
2019, Iora has concluded that its deferred tax assets are not more-likely-than-not to be realized and recorded a full valuation allowance in all jurisdictions.

Comparison of the Three Months Ended March 31, 2021 and 2020

     Three Months Ended March 31,  
     2021     % of

Revenue
    2020     % of

Revenue
 
     (dollar amounts in thousands)  

Revenue

   $ 62,268       100   $ 52,721       100

Operating expenses

        

Medical services:

        

Medical claims

     48,629       78     41,873       79

Other direct costs

     17,119       27     20,462       39
                

Total medical services

     65,748       106     62,335       118

Administration payroll and employee benefits

     7,137       11     6,311       12

General and administrative

     7,415       12     3,417       6

Depreciation and amortization

     807       1     831       2
                

Total operating expenses

     81,107       130     72,894       138
                

Loss from operations

     (18,839     (30 )%      (20,173     (38 )% 

Other income (expense):

        

Interest expense

     (47     —       —         —  

Interest and other (expense) income

     (76     —       300       1
                

Total other income (expense)

     (123     —       300       1
                

Net loss

   $ (18,962     (30 )%    $ (19,873     (38 )% 

Revenue

     Three Months Ended March 31,                
     2021      2020      Change      % Change  
     (dollar amounts in thousands)  

Revenue

   $ 62,268      $ 52,721      $ 9,547        18

Patient Count

     37,571        34,104        3,467        10

Revenue increased $9.5 million, or 18%, from $52.7 million for the three months ended March 31,
2020, to $62.3 million for the three months ended March 31, 2021. This increase was primarily due to an increase in patients of 3,467, or 10%, from 34,104 patients as of March 31, 2020, to 37,571 patients as of March 31, 2021. In
addition, the average per patient revenue increased during the period by approximately 5% primarily due to more patients in risk sharing arrangements having higher risk scores, increasing the associated funding for Iora’s Medicare Advantage
patients. The monthly average PMPM increased $37 or 7% from $515 PMPM for the three months ended March 31, 2020 to $552 PMPM for the three months ended March 31, 2021.

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Operating Expenses

     Three Months Ended March 31,               
     2021      2020      Change     % Change  
     (dollar amounts in thousands)  

Operating expenses

          

Medical claims

   $ 48,629      $ 41,873      $ 6,756       16

Other direct costs

     17,119        20,462        (3,343     (16 )% 

Administration payroll and employee benefits

     7,137        6,311        826       13

General and administrative

     7,415        3,417        3,998       117

Depreciation and amortization

     807        831        (24     (3 )% 
                  

Total operating expense

   $ 81,107      $ 72,894      $ 8,213       11
                  

Medical claims expense. Medical claims expense increased $6.8 million, or 16%, from
$41.9 million for the three months ended March 31, 2020 to $48.6 million for the three months ended March 31, 2021. This increase was primarily due to increases in patient volume. The average monthly claims per patient increased
from $409 claims per patient for the three months ended March 31, 2020 to $431 claims per patient for the three months ended March 31, 2021. This increase was due to claims for the three months ended March 31, 2020 being artificially
depressed due to COVID-19 related shutdowns, combined with an increase in claims for the three months ended March 31, 2021 due to increased hospital admissions from
COVID-19.

Other direct costs. Other direct costs decreased $3.3 million, or 16%, from
$20.5 million for the three months ended March 31, 2020 to $17.1 million for the three months ended March 31, 2021. This decrease primarily relates to a decrease in payroll expenses resulting from the restructuring activities
that occurred during the second quarter of 2020. See the section titled “—Comparison of the Years Ended December 31, 2020 and 2019” for more information on the restructuring activities that occurred in 2020.

Administration payroll and employee benefits. Administration payroll and employee benefits expenses increased $0.8 million,
or 13%, from $6.3 million for the three months ended March 31, 2020 to $7.1 million for the three months ended March 31, 2021. This increase was due to an increase in corporate overhead to support the growing business.
Administration, payroll and employee benefits expense decreased as a percentage of revenue from 12% for the three months ended March 31, 2020 to 11% for the three months ended March 31, 2021. The decrease as a percentage of revenue is the
result of greater efficiencies realized as a result of the restructuring activities that occurred in the second quarter of 2020.

General and administrative expense. General and administrative expense increased $4.0 million, or 117%, from $3.4 million for
the three months ended March 31, 2020 to $7.4 million for the three months ended March 31, 2021. This increase was primarily due to a $1.4 million increase in sales and marketing expense to focus on patient growth, combined with
a $2.6 million increase in professional fee expenses driven by increased legal and consulting to support the 2021 fundraising efforts and due diligence.

Depreciation and amortization expense. Depreciation and amortization expense had a de minimis decrease for the three months ended
March 31, 2020 compared to the three months ended March 31, 2021 resulting from a consistent fixed asset base in both periods.

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Other Income (Expense)

     Three Months Ended March 31,               
     2021     2020      Change     % Change  
     (dollar amounts in thousands)  

Other income (expense):

         

Interest expense

   $ (47   $ 0      $ (47     (100 )% 

Interest and other income

     (76     300        (376     (125 )% 
                 

Total other income (expense)

   $ (123   $ 300      $ (423     (141 )% 

Interest and other income decreased $0.4 million from $0.3 million of interest and other income for
the three months ended March 31, 2020 to a net other expense of $0.1 million for the three months ended March 31, 2021. This decrease was primarily due to interest income recognized in the three months ended March 31, 2020 from
an investment which fully matured in August 2020.

Comparison of the Years Ended December 31, 2020 and 2019

     Years Ended December 31,  
     2020     % of

Revenue
    2019     % of

Revenue
 
     (dollar amounts in thousands)  

Revenue

   $ 212,713       100   $ 171,832       100

Operating expenses:

        

Medical services

        

Medical claims

     172,095       81     155,538       90

Other direct costs

     75,209       35     57,965       34
                

Total medical services

     247,304       116     213,503       124

Administration payroll and employee benefits

     24,468       12     27,224       16

General and administrative

     14,441       7     16,722       10

Depreciation and amortization

     3,427       2     2,535       1

Restructuring costs

     1,949       1     —       0
                

Total operating expense

     291,589       137     259,984       151
                

Loss from operations

     (78,876     (37 )%      (88,152     (51 )% 

Other income (expense):

        

Interest expense

     (83     0     (46     0

Interest and other income

     390       0     1,421       1

Total other income

     307       0     1,375       1
                

Net loss

   $ (78,569     (37 )%    $ (86,777     (51 )% 
                

Revenue

     Year Ended December 31,                
     2020      2019      Change      % Change  
     (dollar amounts in thousands)  

Revenue

   $ 212,713      $ 171,832      $ 40,881        24

Patient Count

     36,400        31,000        5,400        18

Revenue increased $40.9 million, or 24%, from $171.8 million for the year ended December 31,
2019 to $212.7 million for the year ended December 31, 2020. This increase was primarily due to an increase in patients of 5,400, or 18%, from 31,000 patients as of December 31, 2019, to 36,400 patients as of December 31,

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2020. In addition, the average per patient revenue increased during the period as more members were in risk sharing arrangements and average risk scores increased, increasing the associated
funding for Iora’s Medicare Advantage patients. The average PMPM fees for all patients received increased $24 or 5% from an annual average of $462 for the year ended December 31, 2019, to an annual average of $486 for the year ended
December 31, 2020. During the year ended December 31, 2020, Iora deployed its virtual visit program to ensure continuous access to care for its patients. Through this program, Iora was also able to more appropriately and accurately
document the disease burden of most of its patients, which positively impacted risk adjustment and the associated per patients per month capitated revenues.

Operating Expenses

     Year Ended December 31,               
     2020      2019      Change     % Change  
     (dollar amounts in thousands)  

Operating expenses:

          

Medical claims

   $ 172,095      $ 155,538      $ 16,557       11

Other direct costs

     75,209        57,965        17,244       30

Administration payroll and employee benefits

     24,468        27,224        (2,756     (10 )% 

General and administrative

     14,441        16,722        (2,281     (14 )% 

Depreciation and amortization

     3,427        2,535        892       35

Restructuring costs

     1,949        —          1,949       100
                

Total operating expense

   $ 291,589      $ 259,984      $ 31,605       12

Medical claims expense. Medical claims expense increased $16.6 million, or 11%, from
$155.5 million for the year ended December 31, 2019 to $172.1 million for the year ended December 31, 2020. This increase was primarily due to increases in patient volume, combined with an increase in average claims expense per
patient. The average monthly claims per patient increased from $356 claims per patient for the year ended December 31, 2019 to $393 claims per patient for the year ended December 31, 2020. This increase was primarily due to an increase in
the portion of patients in risk-sharing arrangements, for whom Iora recognizes claims based expenses. Medical claims as a percentage of revenue decreased from 91% in 2019 to 81% in 2020. This decrease is a product of an increase in per-patients
revenues described above and improved population health management and the associated utilization patterns for patients served in risk-sharing arrangements.

Other direct costs. Other direct costs increased $17.2 million, or 30%, from $58.0 million for the year ended
December 31, 2019 to $75.2 million for the year ended December 31, 2020. This increase was primarily due to increases in care team staffing costs associated with the increased patient volume. Other direct costs as a percentage of
revenue increased only 1%, from 34% for the year ended December 31, 2019 to 35% for the year ended December 31, 2020.

Administration payroll and employee benefits. Administration payroll and employee benefits expenses decreased $2.8 million, or
10%, from $27.2 million for the year ended December 31, 2019 to $24.5 million for the year ended December 31, 2020. Administration payroll and employee benefits expense as a percentage of revenue decreased from 16% for the year
ended December 31, 2019 to 12% for the year ended December 31, 2020. This decrease was primarily due to greater efficiencies realized as a result of the restructuring activities that occurred in the second quarter of 2020.

General and administrative expense. General and administrative expense decreased $2.3 million, or 14%, from $16.7 million for
the year ended December 31, 2019 to $14.4 million for the year ended December 31, 2020. General and administrative expense as a percentage of revenue decreased from 10% for the year ended December 31, 2019 to 7% for the year
ended December 31, 2020. This decrease was primarily due to greater efficiencies realized as a result of the restructuring activities that occurred in the second quarter of 2020.

Depreciation and amortization. Depreciation and amortization expense increased $0.9 million, or 35%, from $2.5 million for
the year ended December 31, 2019 to $3.4 million for the year ended December 31, 2020.

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This increase was primarily due to increases in the fixed asset base as a result of new practices in 2019 and continued internal software capitalization.

Restructuring costs. Restructuring expenses were $1.9 million for the year ended December 31, 2020 compared to no expense for
the year ended December 31, 2019. Iora executed a restructuring plan in the second quarter of 2020 which resulted in headcount reductions of 119 employees, or 18% of the total workforce. Expenses included severance costs associated with the
terminated employees.

Other Income (Expense)

     Year Ended December 31,        
     2020     2019     Change     % Change  
     (dollar amounts in thousands)  

Other income (expense):

        

Interest expense

   $ (83   $ (46   $ (37     80

Interest and other income

     390       1,421       (1,031     (73 )% 
                

Total other income

   $ 307     $ 1,375     $ (1,068     (78 )% 
                

Other income decreased $1.1 million from $1.4 million for the year ended December 31, 2019 to
$0.3 million for the year ended December 31, 2019. This decrease was due to the maturity of a short-term investment in August 2020, limiting the income earned during the year.

Comparison of the Years Ended December 31, 2019 and 2018

     Years Ended December 31,  
     2019     % of Revenue     2018     % of Revenue  
     (dollar amounts in thousands)  

Revenue

   $ 171,832       100   $ 107,311       100

Operating expenses:

        

Medical services

        

Medical claims

     155,538       91     96,691       90

Other direct costs

     57,965       34     34,620       32

Total medical services

     213,503       124     131,311       122

Administration payroll and employee benefits

     27,224       16     25,530       24

General and administrative

     16,722       10     11,224       10

Depreciation and amortization

     2,535       1     2,100       2
                

Total operating expense

     259,984       151     170,165       159
                

Loss from operations

     (88,152     (51 )%      (62,854     (59 )% 

Other income (expense):

        

Interest expense

     (46     —       (120     —  

Interest and other income

     1,421       1     1,400       —  

Total other income

     1,375       1     1,280       1
                

Net loss

   $ (86,777     (50 )%    $ (61,574     (57 )% 
                

Revenue

     Year Ended December 31,       
     2019      2018      Change      % Change  
     (dollar amounts in thousands)  

Revenue

   $ 171,832      $ 107,311      $ 64,521        60

Patient Count

     31,001        19,052        11,949        63

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Revenue increased $64.5 million, or 60%, from $107.3 million for the year ended
December 31, 2018 to $171.8 million for the year ended December 31, 2019. This increase was primarily due to a 12,000 increase in patients, or 63%, from 19,000 patients as of December 31, 2018, to 31,000 patients as of
December 31, 2019. The increase in patient base was offset by a slight decline in the monthly average PMPM rate by $7 or 2% from an annual PMPM of $469 for the year ended December 31, 2018 to an annual PMPM of $462 for the year ended
December 31, 2019. In 2019 Iora grew it’s fee-for-service base of patients in anticipation of the launch of the Direct Contracting program on April 1,
2021, which would enable Iora to align these patients to its Direct Contracting Entity and serve them in a managed care construct with economics more similar to its Medicare Advantage patients. This temporary increase in the fee-for-service population resulted in a decrease of the average PMPM revenue earned.

Operating Expenses

     Year Ended December 31,                
     2019      2018      Change      % Change  
     (dollar amounts in thousands)  

Operating expenses:

           

Medical claims

   $ 155,538      $ 96,691      $ 58,847        61

Other direct costs

     57,965        34,620        23,345        67

Administration payroll and employee benefits

     27,224        25,530        1,694        7

General and administrative

     16,722        11,224        5,498        49

Depreciation and amortization

     2,535        2,100        435        21
                   

Total operating expense

   $ 259,984      $ 170,165      $ 89,819        53

Medical claims expense. Medical claims increased $58.8 million, or 61%, from $96.7 million
for the year ended December 31, 2018 to $155.5 million for the year ended December 31, 2019. This increase was primarily due to increases in patient volume as medical claims as a percentage of revenue remained consistent at 90% for
both of the years ended December 31, 2018 and 2019.

Other direct costs. Other direct costs increased $23.3 million, or
67%, from $34.6 million for the year ended December 31, 2018 to $58.0 million for the year ended December 31, 2019. Other direct costs as a percentage of revenue increased slightly from 32% in 2018 to 34% in 2019. This increase
was primarily due to increases in care team staffing costs associated with the increased patient volume.

Administration payroll and
employee benefits
. Administration payroll and employee benefits expenses increased $1.7 million, or 7%, from $25.5 million for the year ended December 31, 2018 to $27.2 million for the year ended December 31, 2019.
Increases were due to Iora’s practice expansion which resulted in an increased need for administrative support. Administration payroll and employee benefits as a percentage of revenue decreased from 24% in 2018 to 16% in 2019.

General and administrative expense. General and administrative expense increased $5.5 million, or 49%, from $11.2 million for
the year ended December 31, 2018 to $16.7 million for the year ended December 31, 2019. General and administrative expenses remained relatively consistent as a percentage of revenue at 10% for both of the years ended December 31,
2018 and 2019.

Depreciation and amortization. Depreciation and amortization expense increased $0.4 million, or 21%, from
$2.1 million for the year ended December 31, 2018 to $2.5 million for the year ended December 31, 2019. This increase was primarily due to increases in the fixed asset base as a result of new practices in 2019 and continued
internal software capitalization.

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Other Income (Expense)

     Year Ended December 31,               
     2019     2018     Change      % Change  
     (dollar amounts in thousands)  

Other income (expense):

         

Interest expense

   $ (46   $ (120   $ 74        (62 )% 

Interest and other income

     1,421       1,400       21        2
                 

Total other income

   $ 1,375     $ 1,280     $ 95        7

Other income increased $0.1 million from $1.3 million for the year ended December 31, 2018 to
$1.4 million for the year ended December 31, 2019. The decrease was due to less interest expense in 2019 as compared to 2018 due to a decrease in the principal loan balance and associated interest.

Liquidity and Capital Resources

Since
inception, Iora has devoted substantially all of its efforts to organizational activities including raising capital, opening its practices, building its technology infrastructure, and establishing its network of providers. Capital has been
raised through the sales of preferred stock and debt financings. Further, Iora has invested in its patients to establish the right level of care. Iora has a limited operating history and has experienced recurring net losses and negative cash
flows from operating activities. As of December 31, 2020, Iora had an accumulated deficit of $440 million. Iora’s independent auditors included an explanatory paragraph in its report on Iora’s consolidated financial statements as
of and for the year ended December 31, 2020 describing the existence of substantial doubt about Iora’s ability to continue as a going concern. In connection with the merger agreement, Iora has entered into a loan agreement with One
Medical, whereby One Medical will provide up to $75 million in loans to Iora upon Iora’s request from time to time and under certain terms and conditions.

On June 23, 2020, Iora entered into a loan and security agreement with Silicon Valley Bank, or the 2020 agreement. Iora drew
$5.0 million at the closing of the 2020 agreement, adding to its cash balance, and has access to two additional tranches under the agreement, for a total of $20.0 million of availability, subject to achieving certain milestones. The 2020
agreement includes customary terms and conditions, and interest accrues at the greater of (a) the Wall Street Journal prime rate plus 0.50% or (b) 3.75%. As of March 31, 2021, Iora met certain milestone events within the 2020 agreement,
which resulted in the deferral of principal payments until January 2022. Iora will continue to make interest payments during 2021. The merger agreement provides for the repayment of all outstanding principal balances under the 2020 agreement at
the closing of the merger in addition to the payment of accrued and unpaid interest, and related prepayment and agreement termination fees.

Iora has not yet established sufficient revenues to cover its operating costs and will need to continue to generate additional capital to
support its future operating activities. Iora’s future capital requirements will depend on many factors, including its pace of new member growth and health network relationships, its pace and timing of expansion of new practices, and the
timing and extent of spend to support the expansion of sales, marketing and development activities, and the impact of the COVID-19 pandemic. Iora intends to utilize the funding available under the 2020
agreement and the loan agreement with One Medical to fund its operations until the proposed acquisition is complete. If the proposed acquisition by One Medical does not close, Management’s plans with regard to these matters include entering
into a combination of additional debt or equity financing arrangements, strategic partnerships, or other similar arrangements. There can be no assurance that Iora will be able to obtain additional financing on terms acceptable to Iora, on a timely
basis or at all.

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Cash Flows for the Three Months Ended March 31, 2021 and 2020

     Three Months Ended March 31,  
     2021      2020  
     (dollar amounts in thousands)  

Net cash used in operating activities

   $ (25,819    $ (27,361

Net cash used in investing activities

     (471      (9,636

Net cash provided by financing activities

     261        125,111  
         

Net change in cash and cash equivalents

   $ (26,029    $ 88,114  
         

Operating Activities

During the three months ended March 31, 2021, net cash used in operating activities was $25.8 million, resulting from Iora’s
net loss of $19.0 million and net detriments to cash resulting from changes in Iora’s operating assets and liabilities of $8.4 million, partially offset by noncash expenses of $1.6 million. Net cash used in changes in Iora’s
operating assets and liabilities for the three months ended March 31, 2021 consisted primarily of $7.6 million related to the increase in the risk share receivable and $1.2 million decrease in current assets, offset by
$1.2 million decrease in deferred revenue and $1.6 million increased in current liabilities.

During the three months ended
March 31, 2020, net cash used in operating activities was $27.4 million, resulting from Iora’s net loss of $19.9 million and net detriments to cash resulting from changes in Iora’s operating assets and liabilities of
$8.9 million, partially offset by noncash expenses of $1.4 million. Net cash used in changes in Iora’s operating assets and liabilities for the three months ended March 31, 2020 consisted primarily of $5.5 million decrease
in the risk share payable, $1.1 million decrease in deferred revenue, $1.7 million decrease in other liabilities, and $0.6 million change in current assets.

Investing Activities

During the
three months ended March 31, 2021, investing activities used $0.5 million of cash, resulting from the purchase of property and equipment of $0.2 million, and payments made for capitalized software of $0.3 million.

During the three months ended March 31, 2020, investing activities used $9.6 million of cash, resulting from maturities of
short-term investments of $8.9 million, payments made for capitalized software of $0.5 million, and the purchase of property and equipment of $0.2 million.

Financing Activities

During the
three months ended March 31, 2021, financing activities provided $0.3 million of cash, resulting primarily from the issuance of common stock related to the exercise of stock options.

During the three months ended March 31, 2020, financing activities provided $125.1 million of cash, resulting primarily from
issuance of Series F preferred stock, net of issuance costs, of $126.2 million, offset by loan payments of $1.1 million.

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Cash Flows the Years Ended December 31, 2020, 2019 and 2018

The following table summarizes Iora’s cash flows:

     Year ended December 31,  
     2020      2019      2018  
     (dollar amounts in thousands)  

Net cash used in operating activities

   $ (94,003    $ (57,612    $ (42,621

Net cash provided by (used in) investing activities

     460        75,509        (73,491
            

Net cash provided by financing activities

     130,382        16        111,200  
              

Net change in cash and cash equivalents

   $ 36,839      $ 17,913      $ (4,912

Operating Activities

During the year ended December 31, 2020, net cash used in operating activities was $94.0 million, resulting from Iora’s net loss
of $78.6 million and net detriments to cash resulting from changes in Iora’s operating assets and liabilities of $19.0 million, partially offset by noncash depreciation and amortization expense of $3.4 million and loss on the
disposal of fixed assets of $0.2 million. Net cash used in changes in Iora’s operating assets and liabilities for the year ended December 31, 2020, consisted primarily of $18.0 million change in risk share balances from a payable
in 2019 to a receivable in 2020 and $3.8 million decrease in deferred revenue, offset by $1.6 million increase in other liabilities and $1.2 million decrease in current assets.

During the year ended December 31, 2019, net cash used in operating activities was $57.6 million, resulting from Iora’s net
loss of $86.8 million, partially offset by net cash provided by changes in Iora’s operating assets and liabilities of $20.7 million, noncash rent expense of $5.5 million, noncash depreciation and amortization of $2.5 million
and share based payment expense of $0.5 million. Net cash provided by changes in Iora’s operating assets and liabilities for the year ended December 31, 2019 consisted primarily of $13.0 million increase in deferred revenue,
$3.8 million increase in the risk share payable and $6.0 million increase in other liabilities, offset by $2.1 million decrease in current assets.

During the year ended December 31, 2018, net cash used in operating activities was $42.6 million, resulting from Iora’s net
loss of $61.6 million, partially offset by net cash provided by changes in Iora’s operating assets and liabilities of $9.3 million, share based payment expense of $5.1 million, noncash interest expense of $2.5 million and
noncash depreciation and amortization expense of $2.1 million. Net cash used in changes in Iora’s operating assets and liabilities for the year ended December 31, 2018 consisted primarily of $9.0 million increase in deferred
revenue and $2.4 million increase in the risk share payable, offset by $2.1 million decrease in other assets and liabilities.

Investing
Activities

During the year ended December 31, 2020, investing activities provided $0.5 million of cash, resulting from
maturities of short-term investments of $14.9 million, offset by the purchase of short-term investments of $11.9 million, payments made for capitalized software of $1.8 million and the purchase of property and equipment of
$0.7 million.

During the year ended December 31, 2019, investing activities provided $75.5 million of cash, resulting from
maturities of short-term investments of $136.0 million, offset by the purchase of short-term investments of $50.0 million, the purchase of property and equipment of $9.1 million and payments made for capitalized software of
$1.4 million.

During the year ended December 31, 2018, investing activities used $73.5 million of cash, resulting from the
purchase of short-term investments of $163.0 million, the purchase of property and equipment and other long-term assets of $0.9 million and payments made for capitalized software of $0.9 million, offset by maturities of short-term
investments of $91.3 million.

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Financing Activities

During the year ended December 31, 2020, financing activities provided $130.4 million of cash, resulting from the issuance of Series
F preferred stock, net of issuance costs, for $126.2 million, proceeds from bank loans for $5.0 million and issuance of common stock related to the exercise of stock options of $0.3 million, offset by loan payments of
$1.1 million.

During the year ended December 31, 2019, financing activities provided de minimis cash resulting from
$0.2 million of cash from the issuance of common stock, offset with $0.2 million of loan payments.

During the year ended
December 31, 2018, financing activities provided $111.2 million of cash, resulting from the issuance of Series E, E2, and E3 preferred stock, net of issuance costs for $114.5 million, issuance of common stock from stock options of
$0.4 million and proceeds from the shareholder note of $0.3 million, offset by the repayment of convertible notes of $2.7 million and loan payments of $1.3 million.

Critical Accounting Policies and Significant Judgments and Estimates

Iora’s consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial
statements requires Iora to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. Iora bases its estimates on historical experience and on various other factors that
Iora believes are reasonable under the circumstances. Iora evaluates its estimates and assumptions on an ongoing basis. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and
Iora’s actual results, Iora’s future financial statements will be affected.

While Iora’s significant accounting policies
are described in greater detail in Note 2, “Summary of Significant Accounting Policies,” to its consolidated financial statements included in this consent solicitation statement/prospectus, Iora believes that the following accounting
policies are those most critical to the judgments and estimates used in the preparation of Iora’s consolidated financial statements.

Revenue
Recognition

Iora recognizes revenue under ASC 606, Revenue from Contracts with Customers (ASC 606), when a customer obtains
control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services using the five-step model described in Note 4 of the notes to its consolidated financial
statements.

Iora generates revenue from capitated revenue on a per member/patient per month (“PMPM”) for which Iora provides
healthcare services on a stand-ready basis. Under certain contracts, Iora also assumes a percentage share of any additional gross revenues and associated expenses generated by the provision of healthcare services not directly provided by Iora. These
risk-share revenues and expenses are recorded gross because Iora is acting as a principal in arranging, providing, and controlling the managed healthcare services provided to the eligible enrolled patients. The risk-share revenues must be estimated
due to reporting lag times. Estimating the risk-share revenues requires significant judgement. These are estimated using the expected value methodology based on historical data and actuarial inputs.

Revenues for the year ended December 31, 2019 and 2018 were presented under ASC 605, Revenue Recognition (“ASC 605”). Under ASC
605, Iora recognized revenue when all of the following criteria were met: Persuasive evidence of an arrangement exists; the sales price is fixed or determinable; collection is reasonably assured; and services have been rendered.

Medical Claims Expense

Medical
claims expense primarily consist of all medical expenses paid by the health insurance plans, including inpatient and hospital care, specialists, and medicines on behalf of Iora. Provider costs are accrued

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based on date of service to patients, based in part on estimates, including an accrual for medical services incurred but not reported (“IBNR”). Actual claims expense will differ from
the estimated liability due to factors in estimated and actual patient utilization of health care services, the amount of charges, and other factors. Liabilities for IBNR are estimated using standard actuarial methodologies, including Iora’s
accumulated statistical data, adjusted for current experience. These actuarially determined estimates are continually reviewed and updated, however, as the amount of unpaid service provider cost is based on estimates, the ultimate amounts paid to
settle these liabilities might vary from recorded amounts and these differences may be material.

Iora has included IBNR claims of
approximately $1.5 million and $21.8 million on its balance sheet as of December 31, 2020, and March 31, 2021, respectively.

Consolidation of Variable Interest Entities

GAAP requires variable interest entities, or VIEs, to be consolidated if an entity’s interest in the VIE is a controlling financial
interest. Under the variable interest model, a controlling financial interest is determined based on which entity, if any, has (i) the power to direct the activities of the VIE that most significantly impacts the VIEs economic performance and
(ii) the obligations to absorb losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

Iora affiliates with professional corporations (“PCs”) to provide primary care services. Based upon the provisions of the agreements
with the PCs, Iora has determined that the PCs are variable interest entities due to its equity holder having insufficient capital at risk, and Iora having a variable interest in the PCs. Iora performs ongoing reassessments of whether changes in the
facts and circumstances regarding its involvement with a VIE would cause its consolidation conclusion to change. The consolidation status of the VIEs with which Iora is involved may change as a result of such reassessments. Changes in consolidation
status are applied in accordance with applicable GAAP. See Note 3 to the Iora Consolidated Financial Statements.

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DESCRIPTION OF CAPITAL STOCK

The following is a description of the 1Life common stock, which is the only security registered pursuant to Section 12 of the Exchange
Act. The following summary description is based on the provisions of the 1Life charter and 1Life bylaws and the applicable provisions of the DGCL. This information may not be complete in all respects and is qualified entirely by reference to the
provisions of the 1Life charter and 1Life bylaws, which are filed as exhibits to the Registration Statement of which this proxy statement/prospectus/consent solicitation statement is a part, and to the applicable provisions of the DGCL.

Authorized Capital Stock

The 1Life charter authorizes capital stock consisting of 1,000,000,000 shares of 1Life common stock, and 10,000,000 shares of preferred stock,
par value $0.001 per share, which we refer to as 1Life preferred stock. The rights, preferences and privileges of the holders of 1Life common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of
the 1Life preferred stock that 1Life may designate in the future. For a complete description of the terms and provisions of the 1Life preferred stock refer to the 1Life charter and 1Life bylaws.

Common Stock

Voting
Rights

Each holder of 1Life common stock is entitled to one vote for each share of 1Life common stock held on all matters
submitted to a vote of the stockholders, including the election of directors. The 1Life charter does not provide for cumulate votes for the election of directors. The 1Life charter establishes a classified board of directors, divided into three
classes with staggered three-year terms. Only one class of directors is elected at each annual meeting of the 1Life stockholders, with the other classes continuing for the remainder of their respective three-year terms. These provisions in the 1Life
charter could discourage potential takeover attempts. See the section titled “ —Anti-takeover Provisions” below.

Dividend
Rights

Subject to preferences that may apply to any outstanding 1Life preferred stock, holders of 1Life common stock are entitled
to receive ratably any dividends that the 1Life Board may declare out of legally available funds.

Liquidation Rights

In the event of liquidation, dissolution or winding up, holders of 1Life common stock are entitled to share ratably in the net assets legally
available for distribution to stockholders after the payment of all of 1Life’s debts and other liabilities and the satisfaction of any liquidation preference of any outstanding 1Life preferred stock.

Preemptive or Similar Rights

Holders of 1Life common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund
provisions applicable to 1Life common stock. The rights, preferences and privileges of the holders of 1Life common stock are subject to, and may be adversely affected by, the rights of holders of shares of any series of 1Life preferred stock that
1Life may designate in the future.

Registration Rights

Certain holders of shares of 1Life common stock are entitled to rights with respect to the registration of their shares under the Securities
Act. The shares subject to such registration rights are referred to as registrable securities. These registration rights are contained in 1Life’s amended and restated investors’ rights agreement, which we refer to as the 1Life IRA, and are
described in additional detail below.

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The registration of shares of 1Life common stock pursuant to the exercise of the
registration rights described below would enable the holders to trade these shares without restriction under the Securities Act when the applicable registration statement is declared effective. 1Life will pay the registration expenses (other than
underwriting discounts, selling commissions and stock transfer taxes) of the shares registered pursuant to the demand and piggyback registrations described below, and the applicable stockholders party to the 1Life IRA pay the registration expenses
(including underwriting discounts, selling commissions and stock transfer taxes) of the shares registered pursuant to the Form S-3 registrations and any related underwritten shelf takedowns described below.

Generally, in an underwritten offering (other than a shelf takedown), if 1Life determines in good faith in consultation with the
underwriters, 1Life has the right, subject to specified conditions, to limit the number of shares the holders may include. The demand, piggyback and Form S-3 registration rights described below will terminate
on the seventh anniversary of the closing of 1Life’s initial public offering.

Demand Registration Rights

Beginning on the date 180 days following the pricing of 1Life’s initial public offering, upon the written request of (i) the holders
of more than 65% of 1Life’s registrable securities then outstanding or (ii) Carlyle Partners VII Holdings, L.P. and its affiliates, which we refer to as Carlyle, that 1Life files a registration statement under the Securities Act, if the
anticipated aggregate offering price would exceed $50,000,000 1Life is obligated to register the sale of all registrable securities that the holders may request in writing to be registered. 1Life is required to effect no more than four registration
statements that are declared or ordered effective, two at the request of the holders of more than 65% of 1Life’s registrable securities then outstanding, and two at the request of Carlyle. 1Life may postpone the filing of a registration
statement for up to 120 days once in a twelve-month period if in the good faith judgment of the 1Life Board such registration would be seriously detrimental to 1Life.

Piggyback Registration Rights

If
1Life registers any of 1Life’s securities for public sale, either for 1Life’s own account or for the account of other security holders, 1Life will also have to register all registrable securities that the holders of such securities request
in writing be registered. This piggyback registration right does not apply to a registration relating to any of 1Life’s stock plans, stock purchase or similar plan, a transaction under Rule 145 of the Securities Act or a registration related to
stock issued upon conversion of debt securities. 1Life, based on consultation with the underwriters of any underwritten offering, will have the right to limit the number of shares registered by these holders if the underwriters determine that
including all registrable securities will jeopardize the success of the offering.

Form S-3 Registration
Rights

The holders of the registrable securities are entitled to certain registration rights on Form S-3. The holders of these shares can request that 1Life register all or a portion of their shares on Form S-3 if 1Life is eligible to file a registration statement on Form S-3 and the aggregate price to the public of the shares offered is in excess of $5,000,000. In addition, from time to time when a registration statement on Form S-3 is
effective, the holders of the shares registered may request that 1Life facilitate a shelf takedown of all or a portion of their shares if the gross proceeds from the offering is at least $50,000,000. 1Life is required to effect no more than two Form
S-3 registration statements that are declared or ordered effective and two shelf takedowns in any 12-month period. 1Life is also required to effect no more than one
shelf takedown in any 90-day period. 1Life may postpone the filing of a registration statement or a shelf takedown for up to 120 days not more than twice in a 12-month
period if in the good faith judgment of the 1Life Board such registration would be seriously detrimental to 1Life. The foregoing shelf takedown and Form S-3 rights are subject to a number of additional
exceptions and limitations.

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Anti-takeover Provisions

Section 203 of the Delaware General Corporation Law

1Life is subject to Section 203 of the DGCL, which we refer to as Section 203, which prohibits a publicly held Delaware corporation
from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:

  •  

before such date, the board of directors of the corporation approved either the business combination or the
transaction that resulted in the stockholder becoming an interested stockholder;

  •  

upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the
interested stockholder) those shares owned (1) by persons who are directors and also officers and (2) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer; or

  •  

on or after such date, the business combination is approved by the board of directors and authorized at an annual
or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

In general, Section 203 defines a “business combination” to include the following:

  •  

any merger or consolidation involving the corporation and the interested stockholder;

  •  

any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the
interested stockholder;

  •  

subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any
stock of the corporation to the interested stockholder;

  •  

any transaction involving the corporation that has the effect of increasing the proportionate share of the stock
or any class or series of the corporation beneficially owned by the interested stockholder; or

  •  

the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other
financial benefits by or through the corporation.

In general, Section 203 defines an “interested
stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status owned, 15% or more of the
outstanding voting stock of the corporation.

A Delaware corporation may “opt out” of these provisions with an express provision
in its original certificate of incorporation or an express provision in its amended and restated certificate of incorporation or amended and restated bylaws resulting from a stockholders’ amendment approved by at least a majority of the
outstanding voting shares. 1Life has not opted out of these provisions. As a result, mergers or other takeover or change in control attempts of 1Life may be discouraged or prevented.

Certificate of Incorporation and Bylaws

Among other things, the 1Life charter and 1Life bylaws:

  •  

permit the 1Life Board to issue up to 10,000,000 shares of 1Life preferred stock, with any rights, preferences
and privileges as they may designate, including the right to approve an acquisition or other change of control;

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  •  

provide that the authorized number of directors may be changed only by resolution of the 1Life Board;

  •  

provide that the 1Life Board will be classified into three classes of directors;

  •  

provide that, subject to the rights of any series of 1Life preferred stock to elect directors, directors may only
be removed for cause, which removal may be effected, subject to any limitation imposed by law, by the holders of at least 66 2/3% of the voting power of all of 1Life’s then-outstanding shares of the capital stock entitled to vote generally at
an election of directors;

  •  

provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be
filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;

  •  

require that any action to be taken by 1Life stockholders must be effected at a duly called annual or special
meeting of 1Life stockholders and not be taken by written consent or electronic transmission;

  •  

provide that 1Life stockholders seeking to present proposals before a meeting of 1Life stockholders or to
nominate candidates for election as directors at a meeting of 1Life stockholders must provide advance notice in writing, and also specify requirements as to the form and content of a stockholder’s notice;

  •  

provide that special meetings of 1Life stockholders may be called only by the chairman of the 1Life Board,
1Life’s chief executive officer or by the 1Life Board pursuant to a resolution adopted by a majority of the total number of authorized directors; and

  •  

do not provide for cumulative voting rights, therefore allowing the holders of a majority of the shares of Common
Stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose.

The amendment of any of these provisions would require approval by the holders of at least 66 2/3% of the voting power of all of the
then-outstanding 1Life common stock entitled to vote generally in the election of directors, voting together as a single class.

The
combination of these provisions will make it more difficult for existing 1Life stockholders to replace the 1Life Board as well as for another party to obtain control of 1Life by replacing the 1Life Board. Since the 1Life Board has the power to
retain and discharge 1Life officers, these provisions could also make it more difficult for existing 1Life stockholders or another party to effect a change in management. In addition, the authorization of undesignated 1Life preferred stock makes it
possible for the 1Life Board to issue 1Life preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of 1Life.

These provisions are intended to enhance the likelihood of continued stability in the composition of the 1Life Board and its policies and to
discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce 1Life’s vulnerability to hostile takeovers and to discourage certain tactics that may be used in proxy fights. However, such
provisions could have the effect of discouraging others from making tender offers for 1Life’s shares and may have the effect of delaying changes in control or management of 1Life. As a consequence, these provisions may also inhibit fluctuations
in the market price of 1Life’s stock.

Choice of Forum

The 1Life charter provides that the Court of Chancery of the State of Delaware will be the exclusive forum for the following types of actions
or proceedings under Delaware statutory or common law: any derivative action or proceeding brought on 1Life’s behalf; any action asserting a breach of fiduciary duty owed by any of 1Life’s directors, officers, employees or stockholders to
1Life or 1Life stockholders; any action asserting a claim against 1Life arising pursuant to the DGCL, the 1Life charter or 1Life bylaws; or any action asserting a claim against 1Life that is governed by the internal affairs doctrine. The provisions
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enforce a duty or liability created by the Exchange Act or any claim for which the federal district courts of the United States of America have exclusive jurisdiction. In addition, the 1Life
charter further provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause or causes of action arising under the Securities Act, including all causes of action
asserted against any defendant to such complaint, subject to and contingent upon a final adjudication in the State of Delaware of the enforceability of such exclusive forum provision. The 1Life charter designates the U.S. federal district courts as
the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or the rules and regulations thereunder.

Transfer Agent and Registrar

The
transfer agent and registrar for 1Life common stock is American Stock Transfer & Trust Company, LLC. The transfer agent’s address is 6201 15th Avenue, Brooklyn, New York 11219, and its telephone number is (800) 937-5449.

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COMPARISON OF RIGHTS OF 1LIFE STOCKHOLDERS AND IORA
STOCKHOLDERS

Each of 1Life and Iora is incorporated under the laws of the State of Delaware and, accordingly, the rights of 1Life and Iora
stockholders are governed by the DGCL. If the merger is consummated, stockholders of Iora will become stockholders of 1Life. Following completion of the merger, the rights of 1Life stockholders and Iora stockholders will be governed by and subject
to the certificate of incorporation and bylaws of 1Life and will continue to be governed by the DGCL. Below is a summary of the material differences between the rights of holders of 1Life common stock and the rights of holders of Iora capital stock,
which does not purport to be a complete description of all differences among the rights of 1Life stockholders and Iora stockholders, nor does it include a complete description of the specific rights of such holders.

The following summary is qualified in its entirety by reference to the relevant provisions of (i) the DGCL (ii) the 1Life charter, (iii) the
Iora charter, (iv) the 1Life bylaws, (v) the Iora bylaws, and (vi) any description of 1Life common stock in a registration statement filed pursuant to the Exchange Act and any amendment or report filed for the purpose of updating such
description.

The identification of some of the differences in the rights of these stockholders as material is not intended to indicate that there are no
other differences that may be equally important. You are urged to read carefully the relevant provisions of the DGCL, as well as the governing corporate instruments of each of 1Life and Iora, copies of which are available, without charge, to any
1Life stockholder or Iora stockholder, including any beneficial owner to whom this proxy statement/prospectus/consent solicitation statement is delivered, by following the instructions listed under “Where You Can Find More
Information
” beginning on page 177 of this proxy statement/prospectus/consent solicitation statement.

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IORA

Authorized Capital
The aggregate number of shares that 1Life is authorized to issue is 1,010,000,000, consisting of (i) 1,000,000,000 shares of 1Life common stock, par value $0.001 per share and (ii) 10,000,000 shares of undesignated preferred stock,
par value $0.001 per share.
   The aggregate number of shares that Iora is authorized to issue consists of (i) 91,000,000 shares of Iora common stock, par value $0.01 per share, of which 6,242,573 shares are designated as Class A Common Stock and 84,757,247
shares are designated as Class B Common Stock, (ii) 200 shares of Iora Special Stock, par value $0.01 per share and (iii) 69,828,534 shares of Preferred Stock, par value $0.01 per share, of which (a) 6,250,000 shares are designated as Series A
Preferred Stock, (b) 6,349,487 shares are designated as Series B Preferred Stock, (c) 8,398,170 shares are designated as Series C Preferred Stock, (d) 4,778,567 shares are designated as Series C2 Preferred Stock, (e) 12,899,874 shares are designated
as Series D Preferred Stock, (f) 530,000 shares are designated as Series D2 Preferred Stock, (g) 7,940,177 are designated as Series E Preferred Stock, (h) 5,097,633 shares are designated as Series E2 Preferred Stock, (i) 1,778,515 shares are
designated as Series E3 Preferred Stock, and (j) 15,806,111 shares are designated as Series F Preferred Stock.
Outstanding Capital
Common Stock.    As of the record date, 1Life had                 shares of 1Life common stock issued and outstanding.    Common Stock. As of the record date, Iora had                Class A Common Stock issued and outstanding
and                shares of Iora Class B Common Stock issued and outstanding.

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Holders of 1Life common stock do not have preemptive, subscription, or conversion rights.    Holders of Iora common stock are entitled with the powers, preferences and rights, and subject to the limitations and restrictions specified in the Iora charter, as filed in the Office of the Secretary of State of the State of
Delaware on January 23, 2020.
Preferred Stock.    The 1Life Board has the authority to issue up to 10,000,000 shares of preferred stock in one or more series. The holders of 1Life preferred stock do not have the right to vote, except as the
1Life Board establishes, or as provided in the 1Life charter or as determined by state law.
   Preferred Stock. As of the record date, Iora had (i)                 shares of Iora Series A Preferred Stock issued and outstanding,
(ii)                shares of Iora Series B Preferred Stock issued and outstanding,
(iii)                 shares of Iora Series C Preferred Stock issued and outstanding,
(iv)                shares of Iora Series C2 Preferred Stock issued and outstanding,
(v)                shares of Iora Series D Preferred Stock issued and outstanding,
(vi)                shares of Iora Series D2 Preferred Stock issued and outstanding,
(vii)                shares of Iora Series E Preferred Stock issued and outstanding,
(viii)                 shares of Iora Series E2 Preferred Stock issued and outstanding,
(ix)                shares of Iora Series E3 Preferred Stock issued and outstanding and
(x)                 shares of Iora Series F Preferred Stock issued and outstanding.
The 1Life Board has the authority to determine the terms of each series of preferred stock, within the limits of the 1Life charter, the 1Life bylaws and Delaware law, and the 1Life Board could take that action without stockholder
approval. These terms include the number of shares in a series, dividend rights, rights in liquidation, terms of redemption, conversion and exchange rights and voting rights, if any. The issuance of 1Life preferred stock could delay or prevent a
change in control of 1Life.
   The powers, preferences and relative participating, optional and other special rights, and qualifications, limitations, and restrictions of the Iora Preferred Stock are designated pursuant to the Iora charter.
As of the record date, 1Life does not have any preferred stock issued and outstanding.   
  

Special Stock. As of the record date, Iora had 200 shares of Special Stock issued and outstanding.

Holders of Iora Special Stock are entitled with the powers, preferences and rights, and
subject to the limitations and restrictions specified in the Iora charter.

Voting Rights
Holders of shares of 1Life common stock shall vote together as one class on all matters submitted to a vote of the stockholders. The vote of the holders of a majority of the stock represented at a meeting at which a quorum is
present is generally required to take stockholder action, unless a different vote is required by law or specifically required by the 1Life charter or 1Life bylaws, Delaware law, or Nasdaq.
   Holders of shares of Iora common stock shall vote together as one class on all matters submitted to a vote of the stockholder, except as described below with respect to election of directors. The vote of the holders of a majority of
the stock represented at a meeting at which a quorum is present is generally required to take stockholder action, unless a different vote is required by law or specifically required by the Iora charter, the Iora bylaws or Delaware
law.

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The holders of 1Life preferred stock do not have the right to vote, except as the 1Life Board establishes, or as provided in the 1Life charter or as determined by Delaware law.    The holders of Iora Voting Preferred Stock are generally entitled to vote on any matter presented to the stockholders of Iora by casting the number of votes equal to the number of whole shares of Iora common stock into which the
shares of such series of Iora Voting Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the Iora charter,
holders of Iora Voting Preferred Stock vote together with the holders of common stock as a single class. The holders of Iora’s Preferred Stock are also entitled to certain special consent rights pursuant to “protective provisions” set
forth under the Iora charter and as required by Delaware law.
The 1Life charter prohibits cumulative voting in the election of directors.   

The holders of (i) Class A Common Stock, voting as a separate class, are entitled to elect 2 directors, (ii) Iora Voting
Preferred Stock, voting as a separate class, are entitled to elect 8 directors and (iii) Iora common stock and Iora Voting Preferred Stock, as a single class, are entitled to elect the balance of directors after giving effect to the foregoing
special directors in clauses (i) and (ii).

The holders of Iora Special Stock do
not have the right to vote, except as required by Delaware law.

Amendments to the Charter
Under Section 242 of the DGCL, the charter may be amended upon a resolution by the 1Life Board and approved by:    Under Section 242 of the DGCL, the Iora charter may be amended upon a resolution by the Iora Board and approved by:

•   the holders of a majority of the voting power of outstanding shares
entitled to vote, and

•   a majority of the outstanding shares of each class entitled to a class vote, if
any.

  

•   the holders of a majority of the voting power of outstanding shares
entitled to vote, and

•   a majority of the outstanding shares of each class entitled to a class vote, if
any.

The 1Life charter provides that, for amendments to Article V, Article VI, Article VII, and Article VIII to the 1Life charter, any amendment must be approved by the affirmative vote of the holders of holders of at least 66 2/3% of
voting power of the outstanding shares of 1Life voting stock entitled to vote generally in the election of directors.
   The Iora charter provides that, amendments to certain provisions adverse to holders of Class A Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series C2 Preferred Stock, Series D,
Series D2 Preferred Stock, Series E Preferred Stock, Series E2 Preferred Stock, Series E3 Preferred Stock and Series F Preferred Stock must be approved by the affirmative vote of the holders of a majority of the outstanding shares of such class,
voting as a separate class (except for holders of Series F Preferred Stock, from whom a 58% vote is required).

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Amendments to the Bylaws
The 1Life bylaws may be adopted, amended, or repealed by the affirmative vote of the holders of at least 66 2/3% of voting power of the outstanding shares of 1Life voting stock entitled to vote generally in the election of
directors. The 1Life Board shall also have the power to adopt, amend or repeal the 1Life bylaws.
   The Iora bylaws may be adopted, amended or repealed by vote of a majority of the voting power of the stock outstanding and entitled to vote. The Iora bylaws may be adopted, amended or repealed by vote of a majority of the directors
then in office.
Special Meetings of Stockholders
Special meetings of the stockholders, other than those required by statute, may be called at any time by (i) the 1Life Board, (ii) the chairperson of the 1Life Board, or (iii) the chief executive officer, but a
special meeting may not be called by any other person or persons.
   Special meetings of the stockholders, other than those required by statute, may be called at any time by (i) the chairman of the board, if any, the (ii) president or
(iii) one-third or more in number of the directors.
Stockholder Proposals and Nominations
The 1Life bylaws provide that 1Life stockholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of stockholders must provide timely notice of their proposal in writing to the
corporate secretary. As specified in the 1Life bylaws, director nominations and the proposal of business to be considered by stockholders may be made only pursuant to a notice of meeting, at the direction of the 1Life Board or by a stockholder who
is entitled to vote at the meeting and who has complied with the advance notice procedures that are provided in the 1Life bylaws.
   Pursuant to the Iora charter, the holders of (i) Class A Common Stock, voting as a separate class, are entitled to elect 2 directors, (ii) Iora Voting Preferred Stock, voting as a separate class, are entitled to elect
8 directors and (iii) Iora common stock and Iora Voting Preferred Stock, as a single class, are entitled to elect the balance of directors after giving effect to the foregoing special directors in clauses (i) and (ii).
Generally, to be timely, a stockholder’s notice must be received at the principal executive offices of 1Life not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual
meeting. In the event that no annual meeting was held in the previous year or if the date of the annual meeting is more than 30 days before or more than 30 days after that anniversary date, however, notice by the stockholder must be delivered not
earlier than the close of business on the 120th day prior to that annual meeting, and not later than the close of business on the 90th day prior to that annual meeting or the 10th day following the day on which 1Life first publicly announces the
date of that annual meeting, whichever occurs later.
   Unless otherwise required by the Iora charter, the Iora bylaws or Delaware law, there are no advance notice requirements for stockholder proposals.
In the event a special meeting of stockholders is called for the purpose of electing one or more directors, any stockholder entitled to vote may nominate a person or persons as specified in the 1Life bylaws, but only if the
stockholder notice is delivered to the principal executive offices not later than the close of business on the 90th day prior to such special meeting or the 10th day following the day on which public announcement of the date of such special meeting
is first made, whichever occurs later.
  

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1Life has not adopted a proxy access bylaw.   
Action by Written Consent
The 1Life charter and 1Life bylaws prohibit stockholder action by written consent.    Unless otherwise provided in the Iora charter, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be signed by the holders of capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted.
Board of Directors
Number of Directors
The 1Life bylaws provide that the number of directors shall be one or more and shall be fixed from time to time by resolution of the 1Life Board. The 1Life Board currently consists of nine directors.    The Iora bylaws provide that the number of directors shall be one or more and shall be fixed from time to time by vote of the Iora directors then in office. The Iora Board currently consists of ten directors.
Classification
The 1Life Board is classified into three classes. Each director is appointed for a three-year term.    The Iora bylaws do not provide for a classified board.
Removal
The 1Life charter and 1Life bylaws provide that, subject to the rights granted to any series of preferred stock with respect to the election of directors, pursuant to Article V, Section C of the 1Life Charter, directors may only be
removed for cause by the affirmative vote of holders of at least 66 2/3% of voting power of the outstanding shares of 1Life voting stock entitled to vote generally in the election of directors. The 1Life bylaws provide that no reduction of the
authorized number of directors shall have the effect of removing a director prior to the expiration of such director’s term in office.
   Except as required by law, or otherwise provided in the Iora charter or the Iora bylaws, a director may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of
the particular class or series entitled to vote in the election of such directors.
Vacancies
The 1Life bylaws provide that for vacancies created by the resignation of directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such
vacancies upon such resignations becoming effective. The 1Life bylaws further provide that for vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the
right to vote as a single class shall be filled only by a majority of the remaining
   The Iora bylaws provide that vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such
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directors, although less than a quorum, or by a sole remaining director, and not by stockholders.    shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning
director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective.
Director Liability and Indemnification
Elimination of Liability of Directors. The 1Life charter provides that, to the fullest extent permitted by the DGCL as the same exists or may hereafter be amended, a director of 1Life will not be personally liable to 1Life or
any of its stockholders for monetary damages for breach of fiduciary duty as a director except (i) for any breach of the director’s duty of loyalty to 1Life or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (which concerns unlawful payments of dividends, stock purchases, or redemptions), or (iv) for any transactions from which the director
derived an improper personal benefit.
   Elimination of Liability of Directors. The Iora charter provides that, to the fullest extent permitted by law, a director of Iora shall not be personally liable to Iora or its stockholders for monetary damages for breach of
fiduciary duty as a director.

Indemnification of Directors and Officers. The 1Life bylaws provide that 1Life will indemnify its directors and officers to the
fullest extent permitted by Delaware law, as the same exists or may hereafter be amended, except in connection with any proceeding initiated by such director or officer, unless indemnification is expressly required by applicable law, authorized by
the Board, provided by 1Life pursuant to its powers under applicable law, or through enforcement of contractual rights as provided in the 1Life bylaws.

The 1Life bylaws also provide that it will advance expenses to any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, which we refer to as a proceeding, by reason of the fact that such person is or was a director or officer of the corporation, or is or was a director
or officer of the corporation serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including but not limited to
attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding) if such person acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of 1Life. Under

   Indemnification of Directors and Officers. The Iora charter authorizes Iora to provide indemnification of (and advancement of expenses to) directors, officers and agents of Iora through bylaw provisions, agreements with such
agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the DGCL.

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Delaware law, 1Life is also authorized to carry directors’ and officers’ insurance to protect 1Life, its directors, officers and certain employees from some liabilities.   
Although the 1Life charter provides directors with protection from awards for monetary damages for breaches of their duty of care, it does not eliminate such duty. In particular, the 1Life charter has no effect on the availability
of equitable remedies such as an injunction or rescission based on a director’s breach of his or her duty of care. The provisions of the 1Life charter described above apply to an officer of 1Life only if he or she is a director of 1Life and is
acting in his or her capacity as director, and do not apply to officers of 1Life who are not directors.
  
Registration Rights

The holders of certain shares of 1Life’s common stock are entitled to certain demand registration rights. The holders of at least 65% of
such securities then outstanding, which we refer to as the Initiating Holders, or Carlyle holding such securities can request that 1Life register the offer and sale of their shares. 1Life is obligated to effect only two such registrations for the
Initiating Holders and two registrations for Carlyle. Such request for registration must cover securities with anticipated aggregate proceeds to 1Life of at least $50 million. If 1Life determines that it would be seriously detrimental to its
stockholders to effect such a demand registration, it has the right to defer such registration, not more than once in any 12-month period, for a period of up to 120 days.

If 1Life proposes to register the offer and sale of its common stock under the
Securities Act, in connection with the public offering of such common stock the holders of certain shares of 1Life’s common stock will be entitled to certain “piggyback” registration rights allowing the holders to include their shares
in such registration, subject to certain marketing and other limitations. As a result, whenever 1Life proposes to file a registration statement under the Securities Act, other than with respect to (1) an employee benefit plan, (2) stock
issued upon conversion of debt securities, (3) a company stock plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or the resale of the securities issued in such transaction or
(4) a registration on any registration form which does not include substantially the same information as would be required to be included in a registration statement covering the public

  

Under the Seventh Amended and Restated Investors’ Rights Agreement, dated as of January 31, 2020, by and among Iora and the
stockholders named therein, which we refer to as the Iora’s Investors’ Rights Agreement, holders of certain shares of Iora’s common stock are entitled to certain demand registration rights: (i) any time after January 31,
2027, holders of twenty-five 25% of such securities then outstanding and (ii) 180 days following an IPO, any applicable holder may request that Iora file a Form S-1 registration statement with respect to a
number of such securities for which the anticipated aggregate net offering price, would exceed $15 million.

Under Iora’s Investors’ Rights Agreement, if at any time when it is eligible to use a Form S-3 registration
statement, the holders of such securities may request that Iora file a Form S-3 registration statement with respect to the outstanding applicable securities of such holders if such securities have a net
anticipated aggregate offering price of at least $5 million.

In addition to
other limitations, if Iora determines that such registration statement would (i) materially interfere with a major corporate transaction, (ii) require premature disclosure of material nonpublic information, (iii) or render it unable
to comply with federal securities laws, then it may defer such filings for up to 120 days but it may not invoke such right more than once in any 12-month period.

If Iora proposes to register the offer and sale of its common stock under the Securities
Act, in connection with the public offering of such common

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offering of 1Life’s common stock or in which the only common stock being registered is common stock issuable upon conversion of debt securities that are also being registered, the holders of such shares of 1Life’s common
stock are entitled to notice of the registration and have the right, subject to certain limitations, to include their shares in the registration.
   stock for cash the holders of certain shares of Iora’s securities will be entitled to certain “piggyback” registration rights allowing the holders to include their shares in such registration, subject to certain
underwriting and other limitations.
The holders of certain shares of 1Life’s common stock are entitled to certain Form S-3 registration rights and may make a written request that 1Life register the offer and sale of their
shares on a registration statement on Form S-3 if 1Life is eligible to file a registration statement on Form S-3 so long as the request covers securities the anticipated
aggregate public offering price of which is at least $5 million. These stockholders may make an unlimited number of requests for registration on Form S-3; however, 1Life will not be required to effect a
registration on Form S-3 if it has effected two such registrations within the 12-month period preceding the date of the request. Additionally, if 1Life determines that
it would be seriously detrimental to its stockholders to effect such a registration, it has the right to defer such registration, not more than once in any 12-month period, for a period of up to 120 days and
provided 1Life does not register any other securities during such 120-day period (with certain, limited exceptions.).
  
Stockholder Rights Plan
1Life does not have a stockholder rights plan currently in effect, but under Delaware law, the 1Life Board could adopt such a plan without stockholder approval.    Iora does not have a stockholder rights plan currently in effect.
Business Combinations

Business Combinations with Related Persons. Under Delaware law, only a majority of 1Life outstanding voting power is required to
approve mergers and other business combinations between 1Life and third parties. the 1Life charter does not require that a higher percentage of outstanding voting power approve such transactions.

1Life has not opted out of Section 203 of the DGCL, which provides that, if a
person acquires 15% or more of the outstanding voting stock of a Delaware corporation, thereby becoming an “interested stockholder”, that person may not engage in certain “business combinations” with the corporation, including
mergers, purchases and sales of 10% or more of its assets, stock purchases and other transactions pursuant to which the percentage of the corporation’s stock owned by the interested stockholder increases (other than on a pro rata

  

Business Combinations with Related Persons. Under Delaware law, only a majority of Iora’s outstanding voting power is required to
approve mergers and other business combinations between Iora and third parties. The Iora charter requires additional votes in certain circumstances, including if the consideration provided in a business combination transaction does not comply with
the waterfall for holders of its different classes and series of securities as set forth in the Iora charter. Separate approvals would also be required from the holders of Series E Preferred Stock and Series F Preferred Stock if the consideration
does not exceed certain thresholds set forth in the Iora charter, if the proposed transaction is effected prior to May 11, 2021 or January 23, 2023, respectively.

Iora has not opted out of Section 203 of the DGCL, which provides that, if a person acquires 15%
or

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basis) or pursuant to which the interested stockholder receives a financial benefit from the corporation, for a period of three years after becoming an interested stockholder unless one of the following exceptions applies:
(i) the 1Life Board approved the acquisition of stock pursuant to which the person became an interested stockholder or the transaction that resulted in the person becoming an interested stockholder prior to the time that the person became an
interested stockholder; (ii) upon consummation of the transaction that resulted in the person becoming an interested stockholder such person owned at least 85% of the outstanding voting stock of the corporation, excluding, for purposes of
determining the voting stock outstanding, voting stock owned by directors who are also officers and certain employee stock plans; or (iii) the transaction is approved by the 1Life Board and by the affirmative vote of two-thirds of the outstanding voting stock which is not owned by the interested stockholder. An “interested stockholder” also includes the affiliates and associates of a 15% or more owner and any affiliate
or associate of the corporation who was the owner of 15% or more of the outstanding voting stock within the three-year period prior to determine whether a person is an interested stockholder.
   more of the outstanding voting stock of a Delaware corporation, thereby becoming an “interested stockholder”, that person may not engage in certain “business combinations” with the corporation, including mergers,
purchases and sales of 10% or more of its assets, stock purchases and other transactions pursuant to which the percentage of the corporation’s stock owned by the interested stockholder increases (other than on a pro rata basis) or pursuant to
which the interested stockholder receives a financial benefit from the corporation, for a period of three years after becoming an interested stockholder unless one of the following exceptions applies: (i) the Iora Board approved the acquisition
of stock pursuant to which the person became an interested stockholder or the transaction that resulted in the person becoming an interested stockholder prior to the time that the person became an interested stockholder; (ii) upon consummation
of the transaction that resulted in the person becoming an interested stockholder such person owned at least 85% of the outstanding voting stock of the corporation, excluding, for purposes of determining the voting stock outstanding, voting stock
owned by directors who are also officers and certain employee stock plans; or (iii) the transaction is approved by the Iora Board and by the affirmative vote of two-thirds of the outstanding voting stock
which is not owned by the interested stockholder. An “interested stockholder” also includes the affiliates and associates of a 15% or more owner and any affiliate or associate of the corporation who was the owner of 15% or more of the
outstanding voting stock within the three-year period prior to determining whether a person is an interested stockholder.
Exclusive Forum
The 1Life charter provides that unless 1Life consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of 1Life, (ii) any
action asserting a claim of breach of a fiduciary duty owed by any director, officer employee, or stockholder of 1Life to 1Life or 1Life’s stockholders, (iii) any action or proceeding asserting a claim against 1Life or any of its
directors, officers, employees, or stockholders pursuant to any provision its charter, its bylaws, or the DGCL, (iv) any action or proceeding to interpret, apply, enforce or determine the validity of the 1Life charter or bylaws; (v) any
action or proceeding for which DGCL confers jurisdiction to the Court of Chancery of the State of
   The Iora charter provides that unless Iora consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or
proceeding brought on behalf of the Iora, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of Iora to Iora or Iora’s stockholders, (iii) any action asserting a claim arising
pursuant to any provision of the Delaware General Corporation Law or the Iora charter or the Iora bylaws or (iv) any action asserting a claim governed by the internal affairs
doctrine.

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IORA

Delaware; (vi) any action asserting a claim against 1Life or any of its directors, officers, employees, or stockholders, governed by the internal affairs doctrine shall be a the Court of Chancery of the State of Delaware, in
all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of 1Life shall be deemed to have
notice of and consented to the provisions of such charter provision. This exclusive forum provision will not apply to claims which are vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery of the State of
Delaware, or for which the Court of Chancery of the State of Delaware does not have subject matter jurisdiction. For instance, the provision would not apply to suits brought to enforce any liability or duty created by the Exchange Act or the rules
and regulations thereunder.
  

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LEGAL MATTERS

The validity of the shares of 1Life common stock to be issued in the merger will be passed upon by Cooley LLP. U.S. federal income tax
consequences relating to the merger will also be passed upon for 1Life by Cooley LLP and for Iora by Skadden, Arps, Slate, Meagher & Flom LLP.

EXPERTS

1Life

The
financial statements of 1Life Healthcare, Inc. incorporated in this proxy statement/prospectus/consent solicitation statement by reference to 1Life Healthcare, Inc.’s Annual Report on Form 10-K for the
year ended December 31, 2020 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

Iora

The
financial statements of Iora Health, Inc. as of December 31, 2020 and 2019, and for each of the three years in the period ended December 31, 2020 included in this proxy statement/prospectus/consent solicitation statement have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their report appearing herein (which report includes explanatory paragraphs relating to Iora’s adoption of Accounting Standards Update
2014-09, Revenue from Contracts with Customers, as of January 1, 2020, and relating to the Iora’s ability to continue as a going concern), and are included in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.

FUTURE STOCKHOLDER PROPOSALS

1Life held its last regular annual meeting of stockholders on June 3, 2021 and plans to hold its next annual meeting regardless
of whether the merger has been completed. The deadline for submitting stockholder proposals to be included in 1Life’s 2022 proxy materials is December 22, 2021. In order to be properly brought before the 1Life 2022 annual meeting, a
stockholder who desires to provide notice of nomination of one or more director candidates to be included in 1Life’s Proxy Statement and ballot pursuant to its bylaws must be received by the 1Life corporate secretary not later than
December 22, 2022. The 1Life bylaws require 1Life stockholders to furnish timely advance written notice of their intent to nominate a director or bring any other matter before a stockholder’s meeting, whether or not they wish to include
the candidate or proposal in 1Life’s proxy materials.

In order for a stockholder to propose any matter for consideration at the
1Life 2022 annual meeting other than by inclusion in the Proxy Statement, the stockholder must give timely notice to the 1Life corporate secretary of his or her intention to bring such business before the meeting. To be timely, notice must be
delivered to the 1Life corporate secretary not later than the 90th day, nor earlier than the 120th day, prior to the one-year anniversary of the date on which 1Life first mailed its proxy materials or a notice
of availability of proxy materials (whichever is earlier) for the preceding year’s annual meeting. Therefore, in connection with the 1Life 2022 annual meeting, notice must be delivered to the corporate secretary between February 3, 2022
and March 5, 2022. In the event, however, that the date of the annual meeting is more than 30 days before or more than 30 days after the one-year anniversary of the preceding year’s annual meeting,
notice by the stockholder must be delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the 90th day prior to such annual meeting or the 10th day following the day
on which public announcement of the date of such annual meeting is first made by 1Life.

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WHERE YOU CAN FIND MORE INFORMATION

1Life files annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC
maintains an Internet website located at http://www.sec.gov that contains reports, proxy and consent solicitation statements, and other information regarding issuers that file electronically with the SEC, including 1Life.

Investors may also consult One Medical’s or Iora’s website for more information concerning the merger described in this proxy
statement/prospectus/consent solicitation statement. One Medical’s website is www.onemedical.com, and Iora’s website is www.iorahealth.com. Information included on these websites is not incorporated by reference into this proxy
statement/prospectus/consent solicitation statement.

1Life has filed with the SEC a registration statement on Form S-4 of which this proxy statement/prospectus/consent solicitation statement forms a part. The registration statement registers the shares of 1Life common stock to be issued to Iora stockholders in connection with
the merger. The registration statement, including the attached exhibits and schedules, contains additional relevant information about 1Life common stock. The rules and regulations of the SEC allow 1Life and Iora to omit certain information included
in the registration statement from this proxy statement/prospectus/consent solicitation statement.

In addition, the SEC allows 1Life to
disclose important information to you by referring you to other documents filed separately with the SEC, which we refer to as incorporated documents. Information contained in incorporated documents is considered to be a part of this proxy
statement/prospectus/consent solicitation statement, except as otherwise specified below.

This proxy statement/prospectus/consent
solicitation statement incorporates by reference the documents listed below that 1Life has previously filed with the SEC; provided, however, that 1Life is not incorporating by reference, in each case, any documents, portions of documents or
information deemed to have been furnished and not filed in accordance with SEC rules. They contain important information about One Medical, its financial condition or other matters.

  •  

Annual Report on Form
10-K
for the fiscal year ended December 31, 2020, filed on March 17, 2021;

  •  

Quarterly Report on Form
10-Q
for the quarterly period ended March 31, 2021, filed on May 17, 2021.

  •  

The description of 1Life common stock set forth in the Registration Statement on Form
8-A
filed with the SEC on January 28, 2020, and any amendment or report filed for the purpose of updating such description.

In addition, 1Life incorporates by reference herein any future filings it makes with the SEC under Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this proxy statement/prospectus/consent solicitation statement and prior to the date of the 1Life special meeting, and after the date of the initial registration statement and prior to the effectiveness of the
registration statement, except that 1Life is not incorporating any information that has been or will be furnished pursuant to Item 2.02 or Item 7.01 of a Current Report on Form 8-K or the exhibits related
thereto under Item 9.01, unless such information is expressly incorporated herein by reference to a furnished Current Report on Form 8-K or other furnished document. Such documents are considered to be a part
of this proxy statement/prospectus/consent solicitation statement, effective as of the date such documents are filed. In the event of conflicting information in these documents, the information in the latest filed document should be considered
correct.

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You can obtain any of the documents listed above from the SEC, through the SEC’s
website at the address described above or from 1Life by requesting them in writing or by telephone at the following address:

1Life
Healthcare, Inc.

Attention: Investor Relations

One Embarcadero Center, Suite 1900

San Francisco, California 94111

[email protected]

415-814-0927

These documents are available from 1Life without
charge, excluding any exhibits to them unless the exhibit is specifically listed as an exhibit to the registration statement of which this proxy statement/prospectus/consent solicitation statement forms a part.

If you are a stockholder of 1Life and would like to request documents, please do so
by                 , 2021 to receive them before the 1Life special meeting. If you are a stockholder of Iora and would like to request documents, please do so
by                 , 2021. If you request any documents from 1Life or Iora, 1Life or Iora will undertake to mail them to you by first class mail, or another equally
prompt means, within one business day after 1Life or Iora receives your request.

Information appearing in this proxy
statement/prospectus/consent solicitation statement or any particular incorporated document is not necessarily complete and is qualified in its entirety by the information and financial statements appearing in all of the other incorporated documents
and should be read together therewith.

Any statement contained in any particular incorporated document will be deemed to be modified or
superseded to the extent that a statement contained in this proxy statement/prospectus/consent solicitation statement or in any incorporated document filed after such particular incorporated document modifies or supersedes such statement.

This document is a prospectus and proxy statement of 1Life for the 1Life special meeting and a consent solicitation statement of Iora for the
Iora written consent. Neither 1Life nor Iora has authorized anyone to give any information or make any representation about the merger or 1Life or Iora that is different from, or in addition to, that contained in this proxy
statement/prospectus/consent solicitation statement or in any of the incorporated documents that 1Life or Iora has incorporated by reference into this proxy statement/prospectus/consent solicitation statement. Therefore, if anyone does give you
information of this sort, you should not rely on it. The information contained in this proxy statement/prospectus/consent solicitation statement speaks only as of the date of this proxy statement/prospectus/consent solicitation statement unless the
information specifically indicates that another date applies.

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OTHER MATTERS

As of the date of this proxy statement/prospectus/consent solicitation statement, neither the 1Life Board nor the Iora Board knows of any
matters that will be presented for consideration at either the 1Life special meeting other than as described in this proxy statement/prospectus/consent solicitation statement. If any other matters properly come before the 1Life special meeting or
any adjournments or postponements of the meeting and are voted upon, the enclosed proxy will confer discretionary authority on the individuals named as proxy to vote the shares represented by the proxy as to any other matters. The individuals named
as proxies intend to vote in accordance with their best judgment as to any other matters. In accordance with the 1Life bylaws and Delaware law, business transacted at the 1Life special meeting will be limited to those matters set forth in the
accompanying notice of the special meeting. Nonetheless, if any other matter is properly presented at the 1Life special meeting, or any adjournments or postponements of the meeting, and are voted upon, including matters incident to the conduct of
the meeting, the e