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 12, 2022 (April 11, 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:
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 11, 2022, the Chief Executive Officer of UpHealth, Inc. (the “Company”), Dr. Ramesh Balakrishnan, informed the Board of Directors (the “Board”) that he will be transitioning from his role as the Chief Executive Officer of the Company, and he agreed to continue in his role until such time as the Company had a replacement Chief Executive Officer start in that role. Furthermore, on April 12, 2022, the Company announced that it is conducting a search for a new Chief Executive Officer, and that Dr. Balakrishnan will continue in his role as the Chief Executive Officer of the Company and work with the Board to ensure a smooth transition while the Company conducts a search for his replacement. In the interim and through the transition to the new Chief Executive Officer, Dr. Balakrishnan will report to the Transformation Committee appointed by the Board. After his successor assumes the role of Chief Executive Officer, Dr. Balakrishnan will transition to a senior leadership role with the Company that is expected to be announced in the coming weeks.
A copy of the press release issued by the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Please refer to Exhibit 99.1 for a discussion of certain forward-looking statements included therein and the risks and uncertainties related thereto.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit No. | Item | |
99.1 | Press Release, dated April 12, 2022, announcing the transition to a new Chief Executive Officer. | |
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: April 12, 2022
By: | /s/ Dr. Ramesh Balakrishnan | |
Name: | Dr. Ramesh Balakrishnan | |
Title: | Chief Executive Officer |