0001770141 false 0001770141 2023-12-27 2023-12-27 0001770141 us-gaap:CommonStockMember 2023-12-27 2023-12-27 0001770141 uph:RedeemableWarrantsMember 2023-12-27 2023-12-27

 

 

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.

 

Dated: December 27, 2023     UPHEALTH, INC.
    By:  

/s/ Martin S. A. Beck

    Name:   Martin S. A. Beck
    Title:   Chief Executive Officer
v3.23.4
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
UpHealth (PK) (USOTC:UPHL)
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