Item 3.03 Material Modification to Rights of Security Holders.

On December 5, 2022, UpHealth, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved an amendment to the Company's Second Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") to effect a reverse split of the outstanding shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a specific ratio within a range of 4:1 to 10:1, with the specific ratio to be fixed within this range by the Company's board of directors (the "Board") in its sole discretion without further stockholder approval (the "Reverse Stock Split").

Following the conclusion of the Annual Meeting, on December 5, 2022, the Board determined to fix the Reverse Stock Split ratio at 10:1. The Reverse Stock Split shall be effective as of 4:01 p.m., Eastern Time, on December 8, 2022 (the "Effective Time"), pursuant to the Certificate of Amendment to be filed with the Secretary of State of the State of Delaware.

In connection with the Reverse Stock Split, the CUSIP number of the Common Stock will change to 91532B 200. The Common Stock is expected to begin trading on the New York Stock Exchange on a reverse split-adjusted basis on December 9, 2022.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, of the 150,057,537 shares of Common Stock outstanding and entitled to vote, 106,866,311 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal 1: Each of the nominees for Class I director were elected to serve until the Company's 2025 Annual Meeting of Stockholders or until their respective successors are elected and qualified, by the votes set forth in the table below:



Name                    For           Withhold
Samuel J. Meckey     102,939,379       3,926,932
Luis Machuca         102,801,624       4,064,687
Mark Guinan          102,803,664       4,062,647

Proposal 2: The stockholders ratified the appointment of BPM LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022, by the votes set forth in the table below:



   For        Against    Abstained
98,540,660   1,337,491   6,988,160

Proposal 3: The stockholders approved an amendment to the Company's Second Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split at a specific ratio within a range of 4:1 to 10:1 to be fixed by the Board, by the votes set forth in the table below:



   For        Against    Abstained
99,036,373   7,781,907    48,031

No other items were presented for stockholder approval at the Annual Meeting.

Item 8.01. Other Events.

On December 5, 2022, the Company issued a press release announcing the approval by the stockholders of the Certificate of Amendment to effect the Reverse Stock Split and the determination by the Board of the ratio and Effective Date of the Reverse Stock Split, entitled "UpHealth to Effect 10:1 Reverse Stock Split". A copy of the press release is attached to this Current Report on Form 8-K (this "Current Report") as Exhibit 99.1 and is incorporated herein by reference.

Also on December 5, 2022, the Company issued a press release announcing the results of the Annual Meeting, entitled "UpHealth Announces Results of First Annual Stockholder Meeting". A copy of the press release is attached to this Current Report as Exhibit 99.2 and is incorporated herein by reference.

--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
  No.       Item

99.1          Press release, dated December 5, 2022, entitled "UpHealth to Effect
            10:1 Reverse Stock Split".

99.2          Press release, dated December 5, 2022, entitled "UpHealth Announces
            Results of First Annual Stockholder Meeting".

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses