Form 8-K - Current report

0001770141false00017701412024-07-102024-07-10

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

July 10, 2024

Date of Report (date of earliest event reported)

UpHealth, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction  of incorporation or organization)			001-38924 (Commission  File Number)			83-3838045 (I.R.S. Employer  Identification Number)

			14000 S. Military Trail, Suite 203
			Delray Beach, FL 33484
			(Address of principal executive offices, including zip code)
[phone]
			(Registrant's telephone number, including area code)
			N/A
			(Former name or former address, if changed since last report)

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

None(1)

N/A

N/A

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. ☐ 

___________________________________________________

(1)On December 11, 2023, UpHealth, Inc. (the “Company”) received written notice from the staff of NYSE Regulation that it had commenced proceedings to delist the common stock, par value $0.0001 per share, of the Company (the “Common Stock”), from the New York Stock Exchange (“NYSE”), and suspended trading in the Common Stock pending the completion of such proceedings. As a result, effective December 12, 2023, the Common Stock is trading in the over-the-counter market under the symbol “UPHL”. The Company timely filed an appeal of this determination with the NYSE and requested a hearing before the NYSE Regulatory Oversight Committee’s Committee for Review. On January 12, 2024, the NYSE granted the Company’s request for a hearing, which was originally scheduled to occur on April 17, 2024 and was later rescheduled to July 18, 2024. On June 7, 2024, the Company notified the NYSE of its determination to withdraw from the appeal process and, as a result, the hearing before the CFR was cancelled and the NYSE on June 10, 2024 filed a Form 25 with the SEC to effect the delisting of the Common Stock from the NYSE. The delisting of the Common Stock from the NYSE and the trading of the Common Stock on the over-the-counter market will not affect the Company’s business operations or its reporting requirements under the rules of the SEC.

---

Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Executive Officer

On July 10, 2024, Martin Beck submitted a letter of resignation to the Chairman of the Board of Directors (the “Board”) of UpHealth, Inc. (the “Company”) from his positions as the Chief Executive Officer of the Company and all subsidiaries of the Company for which he serves as Chief Executive Officer. On July 11, 2024, the Board accepted Mr. Beck’s resignation, which shall be effective as of July 10, 2024. There are no changes to the severance that Mr. Beck is entitled to receive upon his termination pursuant to his Second Amended and Restated Employment Agreement, as previously disclosed by the Company. Furthermore, on July 11, 2024, the Board appointed Jay Jennings, the Company’s Chief Financial Officer, to serve as the Acting Chief Executive Officer of the Company effective upon the termination of Mr. Beck as Chief Executive Officer. There are no changes to the terms and conditions of Mr. Jennings’s employment as previously disclosed by the Company in connection with his role as Acting Chief Executive Officer, other than having assumed the position of Acting Chief Executive Officer in addition to his current role as the Chief Financial Officer of the Company.

Mr. Jennings, age 56, has served as our Chief Financial Officer since October 9, 2023. Prior to his appointment as our Chief Financial Officer, Mr. Jennings served as our Chief Accounting Officer since the closing of the business combinations in June 2021. Mr. Jennings is a seasoned accounting and finance executive who served as an Audit Manager at Ernst & Young LLP from September 1989 until January 1996 and as Corporate Controller for MetaCreations Corporation from January 1996 until July 2000. For more than 17 years beginning in March 2001, Mr. Jennings held various roles with publicly traded eHealth, Inc., a leading health insurance marketplace, most recently serving as its SVP Finance and Principal Accounting Officer. In his role at eHealth, Mr. Jennings built a global finance team from five to 100 employees. He was responsible for accounting operations, revenue operations, SEC reporting, technical accounting, financial planning and analysis, business analytics, income taxes, treasury, and corporate insurance/risk management programs. Mr. Jennings also managed system implementations focused on driving automation, improved analytics, and cost-savings. He is a CPA and earned a BA in Economics/Accounting from Claremont McKenna College in 1989.

Board of Directors

On July 10, 2024, Mr. Beck informed the Board pursuant to his letter of resignation that, in accordance with the terms of his Second Amended and Restated Employment Agreement, he is resigning from his position as a Class I director of the Company, effective immediately. On July 11, 2024, the Board accepted Mr. Beck’s resignation, which shall be effective as of July 10, 2024. Mr. Beck’s resignation from the Board did not result from any disagreements with the Company regarding any matter related to the Company’s operations, policies or practices.

Furthermore, on July 11, 2024, the Board determined that it would not appoint any successor to fill the vacancy created by Mr. Beck’s resignation as a Class I director at this time.

Item 8.01			Other Events.

On July 15, 2024, the Company issued a press release announcing the departure of Mr. Beck as the Chief Executive Officer and a member of the Board of the Company, and the appointment of Mr. Jennings to serve as the Acting Chief Executive Officer of the Company in addition to his current role as the Chief Financial Officer of the Company. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8‑K and is incorporated herein by reference.

Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press release dated July 15, 2024.
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: July 15, 2024                         UPHEALTH, INC.

By:			/s/ Jay W. Jennings
Name:			Jay W. Jennings
Title:			Acting Chief Executive Officer

Exhibit 99.1

UpHealth Announces CEO Transition and Organizational Changes

Jay Jennings Appointed Acting Chief Executive Officer of UpHealth; Replacing Martin Beck

Announces the Promotion of Lisa Fluxman to President of TTC Healthcare

Reaffirms Jeremy Livianu as Chief Legal Officer and Secretary of UpHealth

DELRAY BEACH, Fla., July 15, 2024 (PR NEWSWIRE) – UpHealth, Inc. (“UpHealth,” the “Company”) (NYSE: UPH), a global digital health company delivering technology platforms, infrastructure, and services to modernize care delivery and health management, today announced the July 11, 2024 appointment by the Board of Directors of the Company of Jay Jennings, currently the Company’s Chief Financial Officer, to serve as the Company’s Acting Chief Executive Officer, replacing Martin Beck, who resigned as Chief Executive Officer effective July 10, 2024. Mr. Beck also resigned from his position as a Class I director of the Company effective July 10, 2024. On July 11, 2024, the Board determined that it would not appoint any successor to fill the vacancy created by Mr. Beck’s resignation as a Class I director at this time.

In addition, the Board promoted Lisa Fluxman to President of TTC Healthcare, Inc., and re-affirmed the position of Jeremy Livianu as the Chief Legal Officer and Secretary of UpHealth, Inc.

“The Board of UpHealth wants to thank Martin Beck for his service as the CEO of the Company during the last year and wish him much luck in his future endeavors. The Board has confidence that the newly assigned leadership team of Jay, Lisa, and Jeremy will work diligently and closely with the Board to steer the Company through the continuous successful restructuring activities and resolutions of all legal challenges that the Company has been confronting for the last few years,” said Dr. Avi Katz, Chairman of the Board of UpHealth and all its subsidiaries.”

About UpHealth

UpHealth, Inc. is a leading provider of a full continuum of behavioral health solutions through the utilization of evidence-based treatments and services. Operating through its TTC Healthcare, Inc. subsidiary, UpHealth targets mental health issues and substance use disorders with services provided by psychiatrists, physicians, neurologists, licensed therapists, and clinical social workers. The company’s levels of care include detox, residential, partial hospitalization programs, intensive outpatient programs, outpatient, and telehealth. UpHealth’s clients include health plans, healthcare providers and community-based organizations. For more information, please visit https://uphealthinc.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of U.S. federal securities laws. Such forward-looking statements include, but are not limited to, the Ch. 11 bankruptcy process and the operations and restructuring of UpHealth and its subsidiaries with UpHealth Holdings under the protection of the Bankruptcy Court, the projected operation and financial performance of UpHealth, its product offerings and developments and reception of its product by customers, and UpHealth’s expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future revenue and the business plans of UpHealth’s management team. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on certain assumptions and analyses made by the management of UpHealth considering their respective experience and perception of historical trends, current conditions, and expected future developments and their potential effects on UpHealth as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting UpHealth will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the ability of UpHealth to service or otherwise

---

pay its debt obligations, the mix of services utilized by UpHealth’s customers and such customers’ needs for these services, market acceptance of new service offerings, the ability of UpHealth to expand what it does for existing customers as well as to add new customers, uncertainty with respect to how the U.S. and Indian courts shall decide various matters that are before them or that the Glocal Board will act in compliance with their fiduciary duties to their shareholders, that UpHealth will have sufficient capital to operate as anticipated and the demand for UpHealth’s products, global supply chains and economic activity in general. Should one or more of these risks or uncertainties materialize or should any of the assumptions being made prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. UpHealth undertakes no obligation to update or revise any forward-looking statements, whether because of new information, future events, or otherwise, except as may be required under applicable securities laws.

Contacts:

Investors Relations:

Jay Jennings

Acting Chief Executive Officer

561-270-4417

[e-mail]

Cover	Jul. 10, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 10, 2024
Entity Registrant Name	UpHealth, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38924
Entity Tax Identification Number	83-3838045
Entity Address, Address Line One	14000 S. Military Trail
Entity Address, Address Line Two	Suite 203
Entity Address, City or Town	Delray Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33484
City Area Code	888
Local Phone Number	424-3646
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001770141
Amendment Flag	false

---