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:
