UpHealth, Inc. Announces $4.5 Million Private Placement
March 09 2023 - 9:00AM
UpHealth, Inc. (“UpHealth” or the “Company”) (NYSE: UPH), a global
digital health company delivering technology platforms,
infrastructure, and services to modernize care delivery and health
management, today announced that it has entered into a definitive
agreement with a single, healthcare-focused institutional investor
for the purchase and sale of 3,000,000 shares of the Company’s
common stock (or common stock equivalents in lieu thereof) together
with series A warrants to purchase up to 3,000,000 shares of common
stock and series B warrants to purchase up to 3,000,000 shares of
the Company’s common stock at a purchase price per share (and
accompanying series A and series B warrants) of $1.50, pursuant to
a private placement, resulting in total gross proceeds of
approximately $4.5 million before deducting placement agent
commissions and other estimated offering expenses. The series A and
series B warrants will have an exercise price of $2.04 per share
and will be initially exercisable beginning six months following
the date of issuance. The series A warrants will expire five years
from the initial exercise date, and the series B warrants will
expire 2 years from the initial exercise date. The closing of the
offering is expected to occur on or about March 13, 2023, subject
to the satisfaction of customary closing conditions.
A.G.P./Alliance Global Partners is acting as the
sole placement agent for the offering. The offer and
sale of the foregoing securities is being made in a transaction not
involving a public offering, and the securities have not been
registered under the Securities Act of 1933, as amended (the
“Securities Act”), or applicable state securities laws.
Accordingly, the securities may not be offered or sold in the
United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Securities Act and such applicable state
securities laws. Under an agreement with the investors, the Company
agreed to file a registration statement with the U.S. Securities
and Exchange Commission (the “SEC”) covering the resale of the
shares of common stock to be issued to the investors (including the
shares of common stock issuable upon the exercise of the warrants)
no later than 30 days after the closing and to use commercially
reasonable efforts to have the registration statement declared
effective as promptly as practicable thereafter, and in any event
no later than 90 days after the closing in the event of a “full
review” by the SEC.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About UpHealth, Inc.
UpHealth is a global digital health company that
delivers digital-first technology, infrastructure and services to
dramatically improve how healthcare is delivered and managed. The
UpHealth platform creates digitally enabled “care communities” that
improve access and achieve better patient outcomes at lower cost,
through digital health solutions and interoperability tools that
serve patients wherever they are, in their native language.
UpHealth’s clients include global governments, health plans,
healthcare providers and community-based organizations. For more
information, please visit https://uphealthinc.com and follow
us at @UpHealthInc on Twitter and UpHealth Inc on LinkedIn.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of U.S. federal securities laws. Such
forward-looking statements include, but are not limited to,
statements regarding the closing of the private placement of
securities and the filing of a registration statement covering the
resale of these securities. Any statements contained herein that
are not statements of historical fact may be deemed to be
forward-looking statements. In addition, any statements that refer
to projections, forecasts, or other characterizations of future
events or circumstances, including any underlying assumptions, are
forward-looking statements. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “may,”
“might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. The forward-looking
statements contained in this press release are based on certain
assumptions and analyses made by the management of UpHealth in
light of their respective experience and perception of historical
trends, current conditions, and expected future developments and
their potential effects on UpHealth as well as other factors they
believe are appropriate in the circumstances. There can be no
assurance that future developments affecting UpHealth will be those
anticipated. These forward-looking statements involve a number of
risks, uncertainties (some of which are beyond the control of the
parties), or other assumptions that may cause actual results or
performance to be materially different from those expressed or
implied by these forward-looking statements, including risks that
the closing conditions for the private placement of the securities
will not be achieved, the mix of services utilized by UpHealth’s
customers and such customers’ needs for these services, market
acceptance of new service offerings, the ability of UpHealth to
expand what it does for existing customers as well as to add new
customers, that UpHealth will have sufficient capital to operate as
anticipated, and the impact that the novel coronavirus and the
illness, COVID-19, that it causes, as well as government responses
to deal with the spread of this illness and the reopening of
economies that have been closed as part of these responses, may
have on UpHealth’s operations, the demand for UpHealth’s products,
global supply chains and economic activity in general. Should one
or more of these risks or uncertainties materialize or should any
of the assumptions being made prove incorrect, actual results may
vary in material respects from those projected in these
forward-looking statements. We undertake no obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events, or otherwise, except as may be required
under applicable securities laws.
Investor Relations:Shannon Devine (MZ North
America)Managing Director203-741-8811UPH@mzgroup.us
Media:mediarelations@uphealthinc.com
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