UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

 

 

UpHealth, Inc.

(Name of Company)

Common Stock, Par Value $0.0001 per share

(Title of Class of Securities)

91532B101

(CUSIP Number)

Kate L. Bechen

Dykema Gossett PLLC

111 E. Kilbourn Ave., Suite 1050

Milwaukee, WI 53202

(414) 488-7300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 5, 2022

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box  ☐.

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 91532B101

 

  1    

  NAMES OF REPORTING PERSONS

 

  Syed Sabahat Azim
  2    

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☒        (b)  ☐

 
  3    

  SEC USE ONLY

 
  4    

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO
  5    

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

  ☐
  6    

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  India

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     7     

  SOLE VOTING POWER

 

  0
  8     

  SHARED VOTING POWER

 

  0
  9     

  SOLE DISPOSITIVE POWER

 

  0
  10     

  SHARED DISPOSITIVE POWER

 

  6,116,842
11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  6,116,8421
12    

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐
13    

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  4.08%
14    

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

1 

Of the total number of shares of common stock (the “Common Stock”) of UpHealth, Inc., a Delaware corporation (the “Company”), reported as beneficially owned by Syed Sabahat Azim (“Dr. Azim”), (1) 2,716,319 shares are beneficially owned by Dr. Azim, (2) 2,715,542 shares are beneficially owned by Dr. Azim’s wife, Richa Sana Azim (“Ms. Azim”), and (3) 684,981 shares are beneficially owned by Kimberlite Social Infra Private Limited (“Kimberlite”), of which Dr. Azim and Ms. Azim are equity owners and the sole directors. All shares reported by Dr. Azim are held of record by Eligere Limited Liability Company (“Eligere”), which has voting (but not dispositive) power over the shares. Pursuant to the Option Agreement (as defined in the original Schedule 13D), Dr. Azim has dispositive power over the shares held of record by Eligere for which he is the beneficial owner and can exercise an option to receive the shares from Eligere at any time after the closing of the Business Combination (as defined below). Accordingly, he is the beneficial owner of the shares. Dr. Azim expressly disclaims beneficial ownership of all of the shares of Common Stock included in this Schedule 13D, except to the extent of his pecuniary interest therein.

 

2

CUSIP No. 91532B101

 

  1    

  NAMES OF REPORTING PERSONS

 

  Richa Sana Azim
  2    

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☒        (b)  ☐

 
  3    

  SEC USE ONLY

 
  4    

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO
  5    

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

  ☐
  6    

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  India

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     7     

  SOLE VOTING POWER

 

  0
  8     

  SHARED VOTING POWER

 

  0
  9     

  SOLE DISPOSITIVE POWER

 

  0
  10     

  SHARED DISPOSITIVE POWER

 

  6,116,842
11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  6,116,8422
12    

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐
13    

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  4.08%
14    

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

2 

Of the total number of shares of the Common Stock reported as beneficially owned by Ms. Azim, (1) 2,715,542 shares are beneficially owned by Ms. Azim, (2) 2,716,319 shares are beneficially owned by Dr. Azim and (3) 684,981 shares are beneficially owned by Kimberlite, of which Dr. Azim and Ms. Azim are equity owners and the sole directors. All shares reported by Ms. Azim are held of record by Eligere, which has voting (but not dispositive) power over the shares. Pursuant to the Option Agreement, Ms. Azim has dispositive power over the shares held of record by Eligere for which she is the beneficial owner and can exercise an option to receive them from Eligere any time after the closing of the Business Combination. Accordingly, she is the beneficial owner of the shares. Ms. Azim expressly disclaims beneficial ownership of all of the shares of Common Stock included in this Schedule 13D, except to the extent of her pecuniary interest therein.

 

3

CUSIP No. 91532B101

 

  1    

  NAMES OF REPORTING PERSONS

 

  Kimberlite Social Infra Private Limited
  2    

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☒        (b)  ☐

 
  3    

  SEC USE ONLY

 
  4    

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO
  5    

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

  ☐
  6    

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  India

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     7     

  SOLE VOTING POWER

 

  0
  8     

  SHARED VOTING POWER

 

  0
  9     

  SOLE DISPOSITIVE POWER

 

  0
  10     

  SHARED DISPOSITIVE POWER

 

  684,981
11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  684,981
12    

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐
13    

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.46%3
14    

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  CO

 

3

All shares reported by Kimberlite are held of record by Eligere, which has voting (but not dispositive) power over the shares. Pursuant to the Option Agreement, Kimberlite has dispositive power over the shares held of record by Eligere and can exercise an option to receive them from Eligere at any time after the closing of the Business Combination. Accordingly, Kimberlite is the beneficial owner of the shares.

 

4

CUSIP No. 91532B101

 

  1    

  NAMES OF REPORTING PERSONS

 

  Eligere Limited Liability Company
  2    

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☒        (b)  ☐

 
  3    

  SEC USE ONLY

 
  4    

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO
  5    

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

  ☐
  6    

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     7     

  SOLE VOTING POWER

 

  0
  8     

  SHARED VOTING POWER

 

  6,116,842
  9     

  SOLE DISPOSITIVE POWER

 

  0
  10     

  SHARED DISPOSITIVE POWER

 

  0
11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  6,116,8424
12    

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐
13    

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  4.08%
14    

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  PN

 

4

Eligere is the holder of record of all shares of Common Stock beneficially owned by Dr. Azim, Ms. Azim and Kimberlite. Eligere has voting (but not dispositive) power over the shares and therefore may be deemed a beneficial owner of the shares.

 

5

CUSIP No. 91532B101

 

  1    

  NAMES OF REPORTING PERSONS

 

  Saima Siddiqui
  2    

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☒        (b)  ☐

 
  3    

  SEC USE ONLY

 
  4    

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

  OO
  5    

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

  ☐
  6    

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     7     

  SOLE VOTING POWER

 

  0
  8     

  SHARED VOTING POWER

 

  6,116,842
  9     

  SOLE DISPOSITIVE POWER

 

  0
  10     

  SHARED DISPOSITIVE POWER

 

  0
11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  6,116,8425
12    

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐
13    

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  4.08%
14    

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

5

Eligere is the holder of record of all shares of Common Stock beneficially owned by Ms. Siddiqui. Ms. Siddiqui is the sole member of Eligere. Eligere has voting (but not dispositive) power over the shares and Ms. Siddiqui, as the sole member of Eligere, shares voting power over those shares. Ms. Siddiqui therefore may be deemed a beneficial owner of the shares.

 

6

SCHEDULE 13D

(Amendment No. 6)

The following constitutes Amendment No. 6 to the Schedule 13D filed by the Reporting Persons. This Amendment No. 6 amends the Schedule 13D as specifically set forth herein:

 

Item 4.

Purpose of Transaction.

Item 4 of Reporting Persons’ Schedule 13D, as amended, is hereby amended by adding the following:

The previously-described Voting Agreement has automatically terminated by its terms as a result of the voting actions taken by the affiliated Stockholder Group at the Company’s December 5, 2022 annual meeting of stockholders. As a result, the Voting Agreement no longer authorizes shared voting powers by and between the Stockholder Group, the Stockholder Group no longer comprises a group within the meaning of Section 13(d)(3) of the Exchange Act, and the Voting Agreement no longer establishes an irrevocable proxy by or between any of its members. To the extent that the Voting Agreement previously may have resulted in the Reporting Persons being deemed for purposes of Rule 13d-3 promulgated under the Exchange Act to be the beneficial owner(s) of shares of Common Stock beneficially owned by other parties to the Voting Agreement, the Reporting Persons are no longer deemed to beneficially own such shares of Common Stock.

 

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Reporting Persons’ Schedule 13D is amended and restated in its entirety as follows:

 

  (a)

As of the date of the this filing, the Reporting Persons beneficially own the following aggregate shares of Common Stock:

i. Dr. Azim beneficially owns an aggregate of 6,116,842 shares of Common Stock, or 4.08%.

ii. Ms. Azim beneficially owns an aggregate of 6,116,842 shares of Common Stock, or 4.08%.

iii. Kimberlite beneficially owns an aggregate of 684,981 shares of Common Stock, or 0.46%.

iv. Eligere beneficially owns an aggregate of 6,116,842 shares of Common Stock, or 4.08%.

v. Ms. Siddiqui beneficially owns an aggregate of 6,116,842 shares of Common Stock, or 4.08%, solely as a result of her being the sole member of Eligere.

The beneficial ownership percentages used in this Schedule 13D are calculated based upon the 150,057,537 total shares of the Company’s Common Stock issued and outstanding as of October 28, 2022, as reported in the Company’s Schedule 14A definitive proxy statement filed on November 15, 2022.

 

  (b)

Dr. Azim has sole voting power with respect to no shares of Common Stock and shared dispositive power with respect to 6,116,842 shares of Common Stock. Ms. Azim has sole voting power with respect to no shares of Common Stock and shared dispositive power with respect to 6,116,842 shares of Common Stock. Kimberlite has sole voting power with respect to no shares of Common Stock and shared dispositive power with respect to 684,981 shares of Common Stock.

 

7

Eligere has sole voting power with respect to 6,116,842 shares of Common Stock and no dispositive power with respect to any shares of Common Stock.

Eligere has shared voting power with respect to 6,116,842 shares of Common Stock and no dispositive power with respect to any shares of Common Stock. Ms. Siddiqui has shared voting power with respect to 6,116,842 shares of Common Stock and no dispositive power with respect to any shares of Common Stock, solely as a result of her being the sole member of Eligere.

Each of the Reporting Persons expressly disclaims beneficial ownership of all of the shares of Common Stock included in this Schedule 13D, except to the extent of the Reporting Person’s pecuniary interest therein, and the filing of this Schedule 13D shall not be construed as an admission that any such person is, for the purposes of sections 13(d) or 13(g) of the Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Schedule 13D.

 

  (c)

The Reporting Persons have not engaged in any transaction with respect to the Common Stock during the sixty days prior to the date of the filing of this Schedule 13D.

 

  (d)

To the best of the knowledge of the Reporting Persons, no one other than the Reporting Persons, or the members, affiliates or shareholders of the Reporting Persons, is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the shares of Common Stock reported herein as beneficially owned by the Reporting Persons.

 

  (e)

As of December 5, 2022, the Reporting Persons no longer beneficially own more than five percent of the Common Stock in the aggregate.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information set forth in Item 4 is incorporated by reference in this Item 6.

 

8

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 8, 2022

 

SYED SABAHAT AZIM

/s/ Syed Sabahat Azim
RICHA SANA AZIM

/s/ Richa Sana Azim

KIMBERLITE SOCIAL INFRA PRIVATE LIMITED
By:  

/s/ Syed Sabahat Azim
 

Syed Sabahat Azim
  Director

ELIGERE LIMITED LIABILITY COMPANY
By:  

/s/ Saima Siddiqui
 

Saima Siddiqui
  Sole Member
SAIMA SIDDIQUI

/s/ Saima Siddiqui

 

9

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