UpHealth (UPH) to Effect 10-for-1 Reverse Stock Split

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 the Company’s Board of Directors has approved a 10:1 reverse stock split of the Company’s issued and outstanding common stock.

The reverse stock split will become effective at 4:01 p.m., Eastern Time, on December 8, 2022, after close of trading on the New York Stock Exchange. As of that time, each 10 shares of issued and outstanding common stock will be converted into one share of common stock. The Company’s common stock is expected to commence trading on a split-adjusted basis when the markets open on December 9, 2022, under the existing trading symbol “UPH.” The new CUSIP number for the Company’s common stock following the reverse stock split will be 91532B200.

At the annual meeting held on December 5, 2022, the Company’s stockholders approved the reverse stock split. The Board of Directors was authorized to implement the reverse stock split and fix the ratio of the split within a range of 4:1 to 10:1. On December 5, 2022, following the annual meeting, the Board of Directors determined to fix the ratio for the reverse stock split at 10:1. The primary goal of the reverse stock split is to increase the per share market price of the Company’s common stock to meet the minimum $1.00 average closing price requirement for continued listing on the New York Stock Exchange.

The reverse split will reduce the number of shares of the Company’s common stock outstanding on December 8, 2022, from approximately 150 million shares to approximately 15 million shares. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company’s outstanding equity awards, as applicable, and warrants exercisable for shares of common stock, as well as to the number of shares issuable under the Company’s equity incentive plans and certain existing agreements. The common stock issued pursuant to the reverse stock split will remain fully paid and non-assessable. The reverse stock split will not affect the number of authorized shares of common stock. With respect to outstanding shares of common stock, the Company will round up fractional shares otherwise resulting from the reverse stock split.

Continental Stock Transfer and Trust Company (“CST”), the Company’s transfer agent, is acting as the exchange agent for the reverse stock split. Stockholders with book-entry shares or who hold their shares through a bank, broker or other nominee will not need to take any action. Stockholders of record holding certificates representing pre-split shares of the Company’s common stock, as applicable, will receive a letter of transmittal from CST with instructions on how to surrender certificates representing pre-split shares. Stockholders should not send in their pre-split certificates until they receive a letter of transmittal from CST. Unless a stockholder specifically requests a new paper certificate or holds restricted shares, stockholders of record who held pre-split certificates will receive their post-split shares book-entry and will be receiving a statement from CST regarding their common stock ownership post-reverse stock split.

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