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
January 11, 2022 (January 7, 2022)
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)
(312) 618-1322
(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:
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Title of each class |
Trading Symbols |
Name of each exchange on which registered |
||
| Common Stock, par value $0.0001 per share | UPH | New York Stock Exchange | ||
| Redeemable Warrants, exercisable for one share of Common Stock at an exercise price of $11.50 per share | UPH.WS | 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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Amendment No. 2 to Forward Share Purchase Agreement with KAF
As previously reported in a Current Report on Form 8-K filed by UpHealth, Inc. (f/k/a GigCapital2, Inc. and referred to herein as the “Company”) with the Securities and Exchange Commission (the “SEC”) on June 4, 2021, the Company entered into a Forward Share Purchase Agreement, dated as of June 3, 2021 (the “Forward Share Purchase Agreement”), with Kepos Alpha Master Fund L.P., a Cayman Islands limited partnership (“KAF”). The Forward Share Purchase Agreement provided, among other things, that KAF may elect to sell and transfer to the Company, and the Company will purchase from KAF, on September 8, 2021 or, in KAF’s sole discretion, any one calendar month anniversary of that date (the “Closing Date”), up to 1,700,000 shares of the Company’s common stock that are held by KAF (such shares of common stock, the “KAF Shares”) at the closing of the Company’s business combinations with UpHealth Holdings, Inc., a Delaware corporation, and with Cloudbreak Health, LLC, a Delaware limited liability company.
As previously reported in a Current Report on Form 8-K filed by the Company with the SEC on August 12, 2021, the Company entered into the Amendment to the Forward Share Purchase (the “First Amendment”) with KAF on August 10, 2021. The First Amendment provided that the per share price at which KAF has the right to sell the KAF Shares to the Company is (a) $10.30225 per KAF Share, plus (b) in the event that the Closing Date occurs after September 8, 2021, $0.0846 per KAF Share for each month (prorated for a partial month) following September 8, 2021. The First Amendment further provided that KAF irrevocably committed to defer the Closing Date to no earlier than January 9, 2022, provided that if (x) the Company issues any new securities, whether an existing or new class, or (y) an event occurs having a material adverse effect on the Company’s management or operations, KAF shall have the right to designate a Closing Date following such issuance or occurrence upon three business days’ notice to the Company.
On January 7, 2022 the Company entered into Amendment No. 2 to the Forward Share Purchase Agreement with KAF (the “Second Amendment”). The Second Amendment provides that the per share price at which KAF has the right to sell the KAF Shares to the Company is (a) $10.64065 per KAF Share, plus (b) in the event that the Closing Date occurs after January 9, 2022, $0.0846 per KAF Share for each month (prorated for a partial month) following January 9, 2022. The Second Amendment further provided that KAF irrevocably commits to defer the Closing Date to no earlier than April 9, 2022, provided that KAF may accelerate the Closing Date and have the Company purchase up to 850,000 KAF Shares on February 9, 2022 and up to an additional 850,000 KAF Shares on March 9, 2022, each time upon two business days’ prior notice to the Company specifying the number of KAF Shares the Company is required to purchase, the aggregate purchase price and wiring instructions for the same.
The foregoing description is only a summary of the Second Amendment and is qualified in its entirety by reference to the full text of the Second Amendment, which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference. The Second Amendment is included as an exhibit to this Current Report in order to provide investors and security holders with material information regarding its terms. The Second Amendment is not intended to provide any other factual information about or the Company or KAF.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Item | |
| 10.1 | Amendment No. 2 to Forward Share Purchase Agreement dated January 7, 2022, by and between UpHealth, Inc. and Kepos Alpha Master Fund L.P. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: January 11, 2022
| By: |
/s/ Ramesh Balakrishnan |
|
| Name: | Dr. Ramesh Balakrishnan | |
| Title: | Chief Executive Officer |
Exhibit 10.1
AMENDMENT NO. 2 TO
FORWARD SHARE PURCHASE AGREEMENT
Dated January 7, 2022
This Amendment No. 2 (the “Amendment”) amends the Forward Share Purchase Agreement dated June 3, 2021, as amended on August 10, 2021 (the “FPA”), by and among UpHealth, Inc. (formerly known as GigCapital2, Inc.), a Delaware corporation (the “Company”), and Kepos Alpha Master Fund L.P., a Cayman Islands limited partnership (“KAF”). The terms not defined herein shall have the meaning assigned to them in the FPA.
WHEREAS, the parties hereto wish to amend the FPA as provided herein.
NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
| 1. |
Section 1 of the FPA is hereby replaced in its entirety by the following: |
| 1. |
Purchase and Sale; Closing. |
(a). Forward Share Purchase. Subject to the conditions set forth in Section 4, KAF shall sell and transfer to the Company, and the Company shall purchase from KAF, up to 1,700,000 Shares that are held by KAF at the closing of the Business Combinations at a per Share price (the “Shares Purchase Price”) equal to (a) $10.64065 per Share, plus, (b) in the event that the Closing Date occurs after January 9, 2022, $0.0846 per Share for each month (prorated for a partial month) following January 9, 2022.
(b) Closing. Unless otherwise extended, and subject to the earlier purchase, each as provided in this Section 1(b), the Company shall purchase the Shares on April 9, 2022 (the “Closing Date”). In its sole and absolute discretion, KAF may elect to defer the Closing Date one calendar month at a time by delivering a written notice to the Company no later than two Business Days before the existing Closing Date; provided, that should KAF fail to deliver the Purchase Notice (as defined below), the Closing Date shall automatically be rolled to the subsequent month. Notwithstanding the forgoing, on February 9, 2022, KAF may accelerate the Closing Date and have the Company purchase up to 850,000 Shares, and on March 9, 2022, KAF may accelerate the Closing Date and have the Company purchase up to the other 850,000 Shares. No later than two Business Days before the Closing Date, KAF shall deliver a written notice to the Company specifying the number of Shares the Company is required to purchase, the aggregate Share Purchase Price and instructions for wiring the Share Purchase Price to KAF (the “Purchase Notice”). The closing of the sale of the Shares (the “Closing”) shall occur on the Closing Date. On the Closing Date, KAF shall deliver the Shares to the Company against receipt of the Share Purchase Price. For purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in San Francisco, California.
| 2. |
Except as explicitly modified hereby, all other terms and provisions of the FPA shall remain in effect. |
| 3. |
The parties’ entry into this Amendment and nothing herein shall be construed as waiving any rights to assert any breaches of the FPA by KAF or any remedies related thereto. |
| 4. |
This Amendment may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. Delivery of a counterpart execution by electronically mailed scan shall constitute delivery of an executed counterpart. |
IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.
KAF:
Kepos Alpha Master Fund L.P.
By: Kepos Capital LP, its Investment Manager
| By: | /s/ Simon Raykher | |
| Name: | Simon Raykher | |
| Title: | General Counsel |
| COMPANY: | ||
| UpHealth, Inc. (formerly known as GigCapital2, Inc.) | ||
| By: | /s/ Martin Beck | |
| Name: | Martin Beck | |
| Title: | Chief Financial Officer | |