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

April 1112, 2024

Date of Report (date of earliest event reported)

UpHealth, Inc.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)			001-38924 (Commission File Number)			83-3838045 (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)
			N/A
			(Former name or former address, if changed since last report)

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

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 commenced 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 suspended trading in the Common Stock pending the completion of such proceedings. As a result, effective December 12, 2023, the Common Stock is trading in the over-the-counter market under the symbol “UPHL”. The Company timely filed an appeal of this determination with the NYSE and requested a hearing before the NYSE Regulatory Oversight Committee’s Committee for Review. On January 12, 2024, the NYSE granted the Company’s request for a hearing, which was originally scheduled to occur on April 17, 2024 but is currently being rescheduled to a later date.

Item 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

OnAs ~~April~~previously ~~11,~~disclosed ~~2024,~~in ~~UpHealth,~~separate ~~Inc.~~Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “~~Company~~SEC”) ~~entered~~on ~~into~~November an16, ~~Intercompany~~2023 ~~Administrative~~and ~~Services~~November ~~Agreement~~20, ~~dated~~2023, ~~April~~on 11November 16, ~~2024~~2023, UpHealth, Inc. (the “~~Agreement~~Company”), ~~with~~entered ~~TTC~~into ~~Healthcare,~~a ~~Inc.,~~membership ainterests ~~Delaware~~purchase ~~corporation~~agreement ~~and~~(the a“Purchase ~~wholly~~Agreement”) ~~owned~~with ~~indirect~~its wholly-owned subsidiary ofCloudbreak ~~the~~Health, ~~Company~~LLC (~~the~~“Cloudbreak”) and Forest Buyer, LLC (“~~Service~~Forest ~~Recipient~~Buyer”), pursuant to which the Company ~~will~~agreed ~~continue~~ to ~~provide~~sell ~~certain~~all ~~management~~of ~~and~~the ~~administrative~~outstanding ~~support~~equity ~~services~~interests toof Cloudbreak and the ~~Service~~wholly-owned ~~Recipient~~subsidiaries ~~which~~of ~~the~~Cloudbreak ~~Company~~to ~~has~~Forest ~~historically~~Buyer ~~provided~~for to$180.0 ~~the~~million ~~Service~~in ~~Recipient~~cash, ~~including,~~subject ~~among~~to ~~other~~certain ~~things~~adjustments for closing indebtedness, ~~legal~~net working capital, ~~accounting~~cash and ~~financial,~~unpaid ~~corporate~~transaction ~~governance,~~expenses ~~human~~related ~~resources~~to ~~and~~the ~~compliance~~transactions ~~services~~contemplated by the Purchase Agreement (the “~~Administrative~~Cloudbreak ~~Services~~Sale”). In addition, concurrently and in ~~consideration~~connection ~~for~~with athe ~~monthly~~entry ~~fee~~into ~~based~~the onPurchase Agreement, the ~~charges~~Company, ~~costs~~Cloudbreak and ~~expenses~~Forest ~~incurred~~Buyer byentered ~~the~~into ~~Company~~a intransaction ~~providing~~support agreement (the ~~Administrative~~“Transaction ~~Services~~Support toAgreement”) with certain beneficial holders of the ~~Service~~Company’s ~~Recipient~~Variable Rate Convertible Senior Secured Notes due 2025 (~~such~~“2025 ~~monthly~~Notes”) ~~fee,~~and the Company’s 6.25% Convertible Senior Secured Notes due 2026 (“~~Administrative~~2026 ~~Services~~Notes” ~~Fee~~and together with the 2025 Notes, the “Notes”)., ~~The~~pursuant ~~Agreement~~to iswhich ~~effective~~the asnoteholders ofparty ~~January~~thereto 1agreed, ~~2024~~among ~~and~~other ~~will~~things, ~~remain~~to inenter into and effect ~~until~~the ~~such~~Supplemental ~~time~~Indentures (as itdefined ~~has~~below) ~~been~~in ~~terminated~~connection with ~~respect~~the toFundamental ~~all~~Change ~~Administrative~~Repurchase ~~Services~~Offers in(as ~~accordance~~defined ~~with~~below) ~~its~~to ~~terms~~be (made by the ~~“Term”)~~Company.

~~Pursuant~~As tofurther ~~the~~previously ~~terms~~disclosed ofin ~~the~~its ~~Agreement,~~Current Report on aForm ~~monthly~~8-K ~~basis~~filed ~~during~~with the ~~Term,~~SEC ~~the~~on ~~Administrative~~February ~~Services~~15, ~~Fee~~2024, ~~will~~on beFebruary ~~estimated~~9, 2024, in accordance with the ~~arm’s~~Purchase ~~length~~Agreement ~~principle~~and asthe ~~set~~Transaction ~~forth~~Support inAgreement, the ~~final~~Company ~~regulations~~entered ~~under~~into ~~Section~~a ~~482~~supplemental indenture and amendment to security and pledge agreement, dated as of February 9, 2024 (the ~~Internal~~“First ~~Revenue~~Lien ~~Code.~~Supplemental ~~Within~~Indenture ~~five~~and ~~calendar~~Amendment ~~days~~to ~~following~~Security Agreement”), which amended the ~~first~~terms ~~day~~of the indenture, dated as of ~~each~~August ~~month~~18, ~~that~~2022, ~~commences~~by ~~during~~and among the ~~Term~~Company, each subsidiary of the ~~Service~~Company ~~Recipient~~other ~~will~~than ~~pay~~Glocal ~~the~~Healthcare ~~Administrative~~Systems Private Limited, UPH Digital Health Services ~~Fee~~Private toLimited ~~the~~and ~~Company~~any subsidiary of UpHealth that is, as anof ~~intercompany~~the ~~cash~~date ~~transfer~~of the Supplemental Indentures, a debtor or asdebtor ~~otherwise~~in ~~mutually~~possession ~~agreed~~in byany bankruptcy proceeding, including the ~~Company~~jointly ~~and~~administered Chapter 11 proceedings pending before the ~~Service~~United ~~Recipient;~~States ~~provided~~Bankruptcy Court for the District of Delaware under caption In re UpHealth Holdings, ~~however~~Inc., ~~that~~Case No. 23-11476-LSS (collectively, the ~~Administrative~~“Guarantors”), ~~Services~~and ~~Fee~~Wilmington ~~payable~~Trust, ~~for~~National ~~each~~Association ~~month~~(“Wilmington Trust”), in ~~the~~its ~~four-month~~capacity ~~period~~as ~~commencing~~trustee onand ~~January~~collateral 1agent thereunder, ~~2024~~relating ~~will~~to bethe ~~paid~~2025 Notes (as aamended, ~~single~~restated, ~~lump~~supplemented ~~sum~~or ~~within~~otherwise 5modified ~~calendar~~from ~~days~~time ~~following~~to ~~the~~time, ~~entry~~including ~~into~~pursuant to the First Lien Supplemental Indenture and Amendment to Security Agreement, the “First Lien Indenture”). ~~The~~In ~~Administrative~~addition, ~~Services~~on ~~Fee~~February ~~will~~9, be2024, ~~subject~~the toCompany entered into a ~~true-up~~supplemental onindenture a(the ~~regular~~“Second ~~basis~~Lien toSupplemental beIndenture” ~~mutually~~and ~~agreed~~together with the First Lien Supplemental Indenture, the “Supplemental Indentures”), which amended the terms of the indenture, dated June 9, 2021, by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A. (“BNY Mellon”), in its capacity as successor trustee and as collateral agent thereunder (as amended, restated, supplemented or otherwise modified from time to time, including pursuant to the ~~Service~~Second ~~Recipient~~Lien Supplemental Indenture, ~~which~~the ~~shall~~“Second ~~occur~~Lien atIndenture” aand ~~minimum~~together atwith ~~least~~the ~~once~~First inLien ~~any~~Indenture, ~~calendar~~the ~~year~~“Indentures”).

~~The~~Furthermore, ~~Administrative~~as ~~Services~~previously todisclosed bein ~~provided~~its ~~pursuant~~Current toReport ~~the~~on ~~Agreement~~Form ~~may~~8-K befiled ~~amended~~with ~~at any time by mutual written agreement of~~ the ~~Company~~SEC ~~and~~on ~~the~~March ~~Service~~18, ~~Recipient. In addition~~2024, ~~either~~following the Company’s orreceipt ~~the~~of ~~Service Recipient may terminate~~ the ~~Agreement~~approval ~~with~~by ~~respect~~its tostockholders ~~all,~~in orfavor ~~with respect to one or more,~~ of the ~~Administrative~~Cloudbreak ~~Services~~Sale ~~upon~~at 30a ~~days~~special ~~prior~~meeting ~~written~~of ~~notice~~stockholders toheld ~~the~~on ~~other~~February ~~party.~~29, In2024, the ~~event~~Company ~~the~~on ~~Agreement~~March ~~is terminated with respect to one or more~~15, ~~but~~2024 ~~less~~completed ~~than all, of~~ the ~~Administrative~~Cloudbreak ~~Services,~~Sale ~~the~~pursuant ~~Agreement will continue in full force and effect with respect~~ to the ~~remaining~~Purchase ~~Administrative Services provided for therein~~Agreement.

~~The~~In ~~foregoing~~connection ~~description~~with and following the completion of the ~~Agreement~~Cloudbreak ~~and~~Sale, on April 12, 2024, the ~~transactions~~Company ~~contemplated~~commenced ~~thereby~~offers, isin ~~not~~accordance ~~complete~~with the terms and isconditions ~~subject~~set toforth in the applicable Indenture, to purchase up to all of the 2026 Notes and ~~qualified~~the in2025 ~~its~~Notes ~~entirety~~from the holders thereof for cash, at a repurchase price for each Note that is validly tendered and accepted for repurchase by ~~reference~~the Company equal to, (a) 100% of the ~~full~~principal ~~text~~amount of 2026 Notes and (b) 105% of the ~~Agreement~~principal amount of 2025 Notes, ~~which~~in iseach ~~filed~~case, ~~with~~plus ~~this~~accrued ~~Current~~and ~~Report~~unpaid oninterest ~~Form~~(if ~~8-K~~any) as(each, ~~Exhibit~~a ~~10.1~~“Fundamental Change Repurchase Offer”), ~~and~~as ~~the~~a ~~terms~~result of ~~which~~the ~~are~~Cloudbreak ~~incorporated~~Sale ~~herein~~constituting bya ~~reference~~Fundamental Change under the applicable Indenture. The Fundamental Change Repurchase Offers will expire at 5:00 p.m., Eastern Standard Time, on May 31, 2024.

~~Item~~Forward-Looking ~~9.01 Financial~~ Statements ~~and Exhibits~~.

~~(d)~~This ~~Exhibits~~Current Report 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 consummation of the repurchases of the 2026 Notes and 2025 Notes, including the amounts and timing thereof, and the date of expiration of the offer, the projected operation and financial performance of the Company and its various subsidiaries, including TTC Healthcare, Inc., its product offerings and developments and reception of its product by customers, the hearing before the CFR, including its timing, the Company’s ability to demonstrate compliance with the listing requirements of the NYSE, the delisting of the Common Stock from the NYSE in the event the Company’s appeal is unsuccessful, the trading of the Company’s Common Stock in the over-the-counter market, and the Company’s expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future revenue and the business plans of the Company’s management team. 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 Current Report are based on certain assumptions and analyses made by the management of the Company considering their respective experience and perception of historical trends, current conditions, and expected future developments and their potential effects on the Company as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments

Exhibit No.						Description
10.1†						Intercompany Administrative Services Agreement, dated April 11, 2024, by and between UpHealth, Inc. and TTC Healthcare, Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

affecting the Company 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 the ability of the Company to consummate the repurchases of the 2026 Notes and 2025 Notes and to utilize funds in the Notes escrow and Working Capital escrow accounts established in connection with the Cloudbreak Sale for that purpose, the ability of the Company to service or otherwise pay its debt obligations following such repurchases, including to holders of the Company’s notes that will remain outstanding, the mix of services utilized by the Company’s customers and such customers’ needs for these services, market acceptance of new service offerings, the ability of the Company to scale and expand what it does for existing customers as well as to add new customers, the outcome of the CFR hearing and whether the CFR will grant the Company’s request for continued listing, whether the Company will be able to regain and sustain compliance with the continued listing standards of the NYSE or comply with the initial listing standards of another national securities exchange, uncertainty with respect to how the Indian courts shall decide various matters that are before them or that the board of directors of Glocal Healthcare Systems Private Limited (“Glocal”) will act in compliance with its fiduciary duties to Glocal’s shareholders, and that the Company will have sufficient capital to operate as anticipated. 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. The Company undertakes no obligation to update or revise any forward-looking statements, whether because of new information, future events, or otherwise, except as may be required under applicable securities laws.

† Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is not material and is the type of information that the Company treats as private or confidential. The Company agrees to furnish supplementally an unredacted copy of the exhibit, or any section thereof, to the SEC upon request.

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: April 1215, 2024 UPHEALTH, INC.


By:			/s/ Martin S.A. Beck
Name:			Martin S. A. Beck
Title:			Chief Executive Officer

Filing Compare · UpHealth, Inc.