UpHealth (UPH) Announces $4.5 Million Private Placement

UpHealth, Inc. (“UpHealth” or the “Company”) (NYSE: UPH), a global digital health company delivering technology platforms, infrastructure, and services to modernize care delivery and health management, today announced that it has entered into a definitive agreement with a single, healthcare-focused institutional investor for the purchase and sale of 3,000,000 shares of the Company’s common stock (or common stock equivalents in lieu thereof) together with series A warrants to purchase up to 3,000,000 shares of common stock and series B warrants to purchase up to 3,000,000 shares of the Company’s common stock at a purchase price per share (and accompanying series A and series B warrants) of $1.50, pursuant to a private placement, resulting in total gross proceeds of approximately $4.5 million before deducting placement agent commissions and other estimated offering expenses. The series A and series B warrants will have an exercise price of $2.04 per share and will be initially exercisable beginning six months following the date of issuance. The series A warrants will expire five years from the initial exercise date, and the series B warrants will expire 2 years from the initial exercise date. The closing of the offering is expected to occur on or about March 13, 2023, subject to the satisfaction of customary closing conditions.

A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering. The offer and sale of the foregoing securities is being made in a transaction not involving a public offering, and the securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Under an agreement with the investors, the Company agreed to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) covering the resale of the shares of common stock to be issued to the investors (including the shares of common stock issuable upon the exercise of the warrants) no later than 30 days after the closing and to use commercially reasonable efforts to have the registration statement declared effective as promptly as practicable thereafter, and in any event no later than 90 days after the closing in the event of a “full review” by the SEC.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

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