| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 4, 2021, UpHealth, Inc., a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc. acting as sole book-running manager and as representative of the underwriters, including co-lead managers Northland Securities, Inc. and Lake Street Capital Markets, LLC (collectively, the “Underwriters”), relating to the issuance and sale of 23,000,000 shares of the Company’s Common Stock, par value $0.0001 per share (the “Offering”). The price to the public in the Offering is $1.75 per share, before underwriting discounts and commissions. Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to 3,450,000 additional shares of Common Stock from the Company at the public offering price, less underwriting discounts and commissions. The net proceeds to the Company from the Offering are expected to be approximately $37.5 million, after deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company, assuming no exercise by the Underwriters of their option to purchase additional shares of Common Stock. The transactions contemplated by the Underwriting Agreement are expected to close on October 7, 2021, subject to the satisfaction of customary closing conditions.
The Offering is being made pursuant to the Company’s registration statement on Form S-1 (File No. 333-259143), which was declared effective by the Securities and Exchange Commission (the “SEC”) on October 4, 2021 under the Securities Act of 1933, as amended (the “Securities Act”).
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties, and termination provisions. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement.
This Current Report contains forward-looking statements that involve risks and uncertainties, such as statements related to the anticipated closing of the Offering and the amount of net proceeds expected from the Offering. The risks and uncertainties involved include, but are not limited to, the Company’s ability to satisfy certain conditions to closing on a timely basis, or at all, as well as other risks detailed from time to time in the Company’s SEC filings.
On October 4, 2021, the Company issued a press release announcing that it had priced the Offering. A copy of the Company’s press release is attached as Exhibit 99.1 hereto.
In connection with the Offering, DLA Piper LLP (US) provided the Company with the updated legal opinion attached to this Current Report on Form 8-K as Exhibit 5.1.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy shares of Common Stock or any other securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
