Form 8-K - Current report

Dated: December 27, 2023

UPHEALTH, INC.

/s/ Martin S. A. Beck

Martin S. A. Beck

Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

December 27, 2023

Date of Report (date of earliest event reported)

UpHealth, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38924

83-3838045

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

14000 S. Military Trail, Suite 203

Delray Beach, FL 33484

(Address of principal executive offices, including zip code)

(888) 424-3646

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	UPH⁽¹⁾	New York Stock Exchange
Redeemable Warrants, exercisable for one share of Common Stock at an exercise price of $115.00 per share	UPH.WS⁽²⁾	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

⁽¹⁾

On December 11, 2023, UpHealth, Inc. (the “Company”) received written notice from the staff of NYSE Regulation that it has determined to commence proceedings to delist the common stock, par value $0.0001 per share, of the Company (ticker symbol: UPH) (the “Common Stock”), from the New York Stock Exchange (“NYSE”) and that trading in the Common Stock was suspended immediately. The Company has filed an appeal of this determination with the NYSE. Effective December 12, 2023, the Common Stock is trading in the over-the-counter market under the symbol “UPHL”.

⁽²⁾

On November 28, 2023, the Company received written notice from the staff of NYSE Regulation that it has determined to commence proceedings to delist the Company’s redeemable warrants, exercisable for one share of Common Stock at an exercise price of $115.00 per share (ticker symbol: UPH.WS) (the “Warrants”), from the NYSE and that trading in the Warrants was suspended immediately. Effective November 29, 2023, the Warrants are trading in the over-the-counter market under the symbol “UPHLW”.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On December 27, 2023, UpHealth, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, of the 18,510,320 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), that were outstanding and entitled to vote, 7,758,763 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal No. 1—Election of Directors: Each of the nominees for Class II director were elected to serve until the Company’s 2026 Annual Meeting of Stockholders or until their respective successors are elected and qualified, by the votes set forth in the table below:


Name	For		Withheld
Dr. Raluca Dinu		7,090,878		667,885
Dr. Mariya Pylypiv		6,830,013		928,750
James Greene		7,593,789		164,974

Proposal No. 2—Ratification of Appointment of Independent Registered Public Accounting Firm: The stockholders ratified the appointment of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, by the votes set forth in the table below:


For	Against	Abstained
7,498,431	138,092	122,240

No other items were presented for stockholder approval at the Annual Meeting.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document and Entity Information	Dec. 27, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 27, 2023
Entity Registrant Name	UpHealth, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-38924
Entity Tax Identification Number	83-3838045
Entity Address Address Line 1	14000 S. Military Trail
Entity Address Address Line 2	Suite 203
Entity Address City Or Town	Delray Beach
Entity Address State Or Province	FL
Entity Address Postal Zip Code	33484
City Area Code	888
Local Phone Number	424-3646
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001770141
Amendment Flag	false
Common Stock, par value $0.0001 per share [Member]
Document Information [Line Items]
Security 12b Title	Common Stock, par value $0.0001 per share
Trading Symbol	UPH
Security Exchange Name	NYSE
Redeemable Warrants, exercisable for one share of Common Stock at an exercise price of $11.50 per share [Member]
Document Information [Line Items]
Security 12b Title	Redeemable Warrants, exercisable for one share of Common Stock at an exercise price of $115.00 per share
Trading Symbol	UPH.WS