UPH.WS / UpHealth, Inc. Warrants exercisable for one share of at an exercise price of $11.50 pe - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING   ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR SEC FILE NUMBER 001-38924 For Period Ended: June 30, 2025 CUSIP NUMBER 91532B200 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING   ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR SEC FILE NUMBER 001-38924 For Period Ended: March 31, 2025 CUSIP NUMBER 91532B200 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING   ☒ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☐ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR SEC FILE NUMBER 001-38924 For Period Ended: December 31, 2024 CUSIP NUMBER 91532B200 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transitio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING   ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR SEC FILE NUMBER 001-38924 For Period Ended: September 30, 2024 CUSIP NUMBER 91532B200 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Re

Case 23-11476-LSS  Doc 980  Filed 09/22/24  Page 1 of 11

Case 23-11476-LSS  Doc 980  Filed 09/22/24  Page 1 of 11 Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 UPHEALTH HOLDINGS, INC., et al.,1 Case No. 23-11476 (LSS) Debtors. (Jointly Administered) Related Docket Nos.: 810, 854 Obj. Deadline: Oct. 15, 2024, at 4:00 p.m. (ET) Hearing Date: Oct. 22, 2024, at 11:00 a.m. (ET) SUPPLEMENT TO MOTION OF DEBTO

Current Report

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 September 22, 2024 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) (C

Case: 1:24-cv-03778 Document #: 84 Filed: 09/24/24 Page 1 of 2 PageID #:6270

Exhibit 99.2 Case: 1:24-cv-03778 Document #: 84 Filed: 09/24/24 Page 1 of 2 PageID #:6270 ILND 450 (Rev. 10/13) Judgment in a Civil Action IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS UpHealth Holdings, Inc. Petitioner(s), v. Glocal Healthcare Systems Private Limited et al, Respondent(s). Case No. 24 cv 3778 Judge Sharon Johnson Coleman JUDGMENT IN A CIVIL CASE Judgmen

Current Report

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 September 24, 2024 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) (C

Case: 1:24-cv-03778 Document #: 83 Filed: 09/24/24 Page 1 of 24 PageID #:6246 UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION UPHEALTH HOLDINGS, INC., ) ) Petitioner, ) Case No. 24-cv-3778 ) v. ) Judge Sharon Johns

Exhibit 99.1 Case: 1:24-cv-03778 Document #: 83 Filed: 09/24/24 Page 1 of 24 PageID #:6246 UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION UPHEALTH HOLDINGS, INC., ) ) Petitioner, ) Case No. 24-cv-3778 ) v. ) Judge Sharon Johnson Coleman ) GLOCAL HEALTHCARE SYSTEMS ) PRIVATE LIMITED; DR. SYED SABAHAT ) AZIM; RICHA SANA AZIM; GAUTAM ) CHOWDHURY; MELEVEETIL ) DAMO

Other Events

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 August 27, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR SEC FILE NUMBER 001-38924 For Period Ended: June 30, 2024 CUSIP NUMBER 91532B200 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on

UPHEALTH, Inc. 9,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271193 Prospectus Supplement No. 11 (to Prospectus dated April 20, 2023) UPHEALTH, Inc. 9,000,000 Shares of Common Stock This prospectus supplement (this “Supplement No. 11”) relates to the prospectus dated April 20, 2023 (as amended from time to time, the “Prospectus”), related to the resale from time to time by the selling stockholder named i

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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 N

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 C

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”)

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of common stock (the "Common Stock), of UpHealth, Inc.

UPHEALTH, Inc. 9,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271193 Prospectus Supplement No. 10 (to Prospectus dated April 20, 2023) UPHEALTH, Inc. 9,000,000 Shares of Common Stock This prospectus supplement (this “Supplement No. 10”) relates to the prospectus dated April 20, 2023 (as amended from time to time, the “Prospectus”), related to the resale from time to time by the selling stockholder named i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38924 UpH

Other Events

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 June 3, 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 Nu

Regulation FD Disclosure

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 May 20, 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 Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR SEC FILE NUMBER 001-38924 For Period Ended: March 31, 2024 CUSIP NUMBER 91532B200 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report o

Other Events

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 May 9, 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 Num

UPHEALTH, Inc. 9,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271193 Prospectus Supplement No. 9 (to Prospectus dated April 20, 2023) UPHEALTH, Inc. 9,000,000 Shares of Common Stock This prospectus supplement (this “Supplement No. 9”) relates to the prospectus dated April 20, 2023 (as amended from time to time, the “Prospectus”), related to the resale from time to time by the selling stockholder named in

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, 2024 Date of Report (date of earliest event reported) UpHealth, Inc. (Exa

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, 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

greement dated April 11, 2024, by and between UpHealth Inc. and TTC (incorporated by reference to Exhibit 10.1 to UpHealth, Inc.’s Current Report on Form 8-K filed with the SEC on April 12, 2024.

Exhibit 10.1 Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is not material and is the type of information that the registrant treats as private or confidential. Intercompany Administrative Services Agreement This INTERCOMPANY ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is entered into on April 11, 202

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 11, 2024 Date of Report (date of earliest event reported) UpHealth, Inc. (Exa

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 11, 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

UpHealth, Inc. Clawback Policy

uphealth-clawbackpolicy Active\1606292587.4 UPHEALTH, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED INCENTIVE COMPENSATION (Adopted as of [], 2023) 1. INTRODUCTION The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of UpHealth, Inc. (the “Company”) is adopting this policy (this “Policy”) to provide for the Company’s recovery of certain Incentive Compensation (as

Employment Agreement, dated March 14, 2024, by and between UpHealth, Inc. and Jay W. Jennings

Certain identified information in this Exhibit 10.2 (indicated by “[***]”) has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is not material and is the type of information that the Company treats as private or confidential. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of March 14, 2024 by and between Jay Jennings (the “Executive”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-04321 UpHealth

Subsidiaries of the Registrant.

Exhibit 21.1 Subsidiaries of UpHealth, Inc. Name Jurisdiction of Formation UpHealth Holdings, Inc. Delaware TTC Healthcare, Inc. Delaware Behavioral Health Services, LLC Delaware Thrasys, Inc. California Glocal Healthcare Systems Private Limited India

Second Amended and Restated Employment Agreement, dated March 14, 2024, by and between UpHealth, Inc. and Martin S. A. Beck

Certain identified information in this Exhibit 10.1 (indicated by “[***]”) has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is not material and is the type of information that the Company treats as private or confidential. SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (the “Agreement”) is entered into as of March

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR SEC FILE NUMBER 001-38924 For Period Ended: December 31, 2023 CUSIP NUMBER 91532B200 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Repor

UpHealth Holdings Takes Steps to Enforce the International Court of Arbitration’s Final Award to UpHealth Holdings of more than $110 Million in Damages in Breach of Contract Lawsuit Involving the 2020 Purchase by UpHealth of Glocal Healthcare Systems

Exhibit 99.1 UpHealth Holdings Takes Steps to Enforce the International Court of Arbitration’s Final Award to UpHealth Holdings of more than $110 Million in Damages in Breach of Contract Lawsuit Involving the 2020 Purchase by UpHealth of Glocal Healthcare Systems DELRAY BEACH, Fla., April 1, 2024 (GLOBE NEWSWIRE) – UpHealth, Inc. (“UpHealth”) (OTC: UPHL), a leading provider of a full continuum of

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 1, 2024 Date of Report (date of earliest event reported) UpHealth, Inc. (Exac

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 1, 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 N

UPHEALTH PROVIDES CORPORATE UPDATE AND ANNOUNCES FOURTH QUARTER AND FULL YEAR 2023 FINANCIAL RESULTS ~ Glocal Ruling from Arbitral Tribunal in Favor of Company for up to $110.2 Million in Damages ~ Sale of Cloudbreak Health Business Closed on March 1

Exhibit 99.1 UPHEALTH PROVIDES CORPORATE UPDATE AND ANNOUNCES FOURTH QUARTER AND FULL YEAR 2023 FINANCIAL RESULTS ~ Glocal Ruling from Arbitral Tribunal in Favor of Company for up to $110.2 Million in Damages ~ Sale of Cloudbreak Health Business Closed on March 15, 2024 ~ ~ Gross Cash Proceeds of $180 Million from the Cloudbreak Sale Will Be Used to Pay Down Debt, Including All of the Company’s $1

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 March 21, 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

From: Chirinjeev Kathuria <[***]>

Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(a)(6) of Regulation S‑K because disclosure of such information would constitute a clearly unwarranted invasion of personal privacy.

UPHEALTH, Inc. 9,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271193 Prospectus Supplement No. 8 (to Prospectus dated April 20, 2023) UPHEALTH, Inc. 9,000,000 Shares of Common Stock This prospectus supplement (this “Supplement No. 8”) relates to the prospectus dated April 20, 2023 (as amended from time to time, the “Prospectus”), related to the resale from time to time by the selling stockholder named in

Regulation FD Disclosure, Financial Statements and Exhibits

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 March 18, 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

The International Court of Arbitration awarded UpHealth Holdings more than $110 Million in Damages in Breach of Contract Lawsuit Involving the 2020 Purchase by UpHealth of Glocal Healthcare Systems

Exhibit 99.2 The International Court of Arbitration awarded UpHealth Holdings more than $110 Million in Damages in Breach of Contract Lawsuit Involving the 2020 Purchase by UpHealth of Glocal Healthcare Systems DELRAY BEACH, Fla., March 20, 2024 (GLOBE NEWSWIRE) – UpHealth, Inc. (“UpHealth”) (OTC: UPHL), a global digital health company delivering a full continuum of behavioral health solutions thr

From: Avi Katz <[***]>

Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(a)(6) of Regulation S‑K because disclosure of such information would constitute a clearly unwarranted invasion of personal privacy.

In the Matter of an Arbitration in accordance with Article 23 of the 2021 International Chamber of Commerce Rules of Arbitration UpHealth Holdings, Inc. (U.S.A.) (Claimant) And 1. Glocal Healthcare Systems Private Limited (India) 2. Dr. Syed Sabahat

In the Matter of an Arbitration in accordance with Article 23 of the 2021 International Chamber of Commerce Rules of Arbitration UpHealth Holdings, Inc.

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Certain identified information in this Exhibit 10.1 (indicated by “[***]”) has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is not material and is the type of information that the Company treats as private or confidential. SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (the “Agreement”) is entered into as of March

EMPLOYMENT AGREEMENT

Certain identified information in this Exhibit 10.2 (indicated by “[***]”) has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is not material and is the type of information that the Company treats as private or confidential. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of March 14, 2024 by and between Jay Jennings (the “Executive”)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 March 14, 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

UPHEALTH, Inc. 9,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271193 UPHEALTH, Inc. 9,000,000 Shares of Common Stock This prospectus supplement (this “Supplement No. 7”) relates to the prospectus dated April 20, 2023 (as amended from time to time, the “Prospectus”), related to the resale from time to time by the selling stockholder named in the Prospectus or its permitted transferees (the “Selling Stockho

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 March 15, 2024 Date of Report (date of earliest event reported) UpHealth, Inc. (Exa

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 March 15, 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

UPHEALTH COMPLETES SALE OF CLOUDBREAK HEALTH AT $180 MILLION FULL CASH DEAL

Exhibit 99.1 UPHEALTH COMPLETES SALE OF CLOUDBREAK HEALTH AT $180 MILLION FULL CASH DEAL DELRAY BEACH, Fla. – March 18, 2024 – UpHealth, Inc. (“we,” “our,” “UpHealth,” or the “Company”) (NYSE: UPHL) today announced that it completed its previously announced sale of Cloudbreak Health, LLC (“Cloudbreak”), best known for its MarttiTM translation offering, to a newly formed entity controlled by GTCR L

Submission of Matters to a Vote of Security Holders

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 February 29, 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 Fi

UPHEALTH, Inc. 9,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271193 Prospectus Supplement No. 6 (to Prospectus dated April 20, 2023) UPHEALTH, Inc. 9,000,000 Shares of Common Stock This prospectus supplement (this “Supplement No. 6”) relates to the prospectus dated April 20, 2023 (as amended from time to time, the “Prospectus”), related to the resale from time to time by the selling stockholder named in

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 February 13, 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 Fi

UPHEALTH, INC. 9,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271193 Prospectus Supplement No. 5 (to Prospectus dated April 20, 2023) UPHEALTH, INC. 9,000,000 Shares of Common Stock This prospectus supplement (this “Supplement No. 5”) relates to the prospectus dated April 20, 2023 (as amended from time to time, the “Prospectus”), related to the resale from time to time by the selling stockholder named in

Waiver Agreement, dated as of February 9, 2024, by and among UpHealth, Inc. and the Consenting 2026 Noteholders.

Exhibit 4.5 Execution Version WAIVER AGREEMENT This WAIVER AGREEMENT (this “Agreement”), dated as of February 9, 2024, is made by and among UPHEALTH, INC., a Delaware corporation (the “Company”), and the beneficial holders of the Notes party hereto (collectively, the “Consenting Holders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Exhibit 99.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2)) ☐ Definitive

First Supplemental Indenture and Amendment to Security Agreement, dated as of February 9, 2024, by and among UpHealth, Inc., the Guarantors and Wilmington Trust, National Association, a national banking association, as trustee and as collateral agent.

Exhibit 4.1 Execution Version FIRST SUPPLEMENTAL INDENTURE AND AMENDMENT TO SECURITY AND PLEDGE AGREEMENT Dated as of February 9, 2024 to the INDENTURE among UPHEALTH, INC., THE SUBSIDIARY GUARANTORS and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent Dated as of August 18, 2022 and the SECURITY AND PLEDGE AGREEMENT Dated as of August 18, 2022 by and among each Grantor from

First Supplemental Indenture, dated as of February 9, 2024, by and among UpHealth, Inc., the Guarantors and The Bank of New York Mellon Trust Company, N.A., as successor trustee and as collateral agent.

Exhibit 4.2 EXECUTION VERSION FIRST SUPPLEMENTAL INDENTURE Dated as of February 9, 2024 to the INDENTURE between UPHEALTH, INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee Dated as of June 9, 2021 6.25% Convertible Senior Notes due 2026 FIRST SUPPLEMENTAL INDENTURE, dated as of February 9, 2024 (as amended, restated, amended and restated, supplemented or modified from time to time, this

Entry into a Material Definitive Agreement

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 February 9, 2024 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) (Com

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 February 9, 2024 Date of Report (date of earliest event reported) UpHealth, Inc. (E

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 February 9, 2024 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) (Com

Waiver and Rescission Agreement, dated as of February 9, 2024, by and among UpHealth, Inc., Cloudbreak Health, LLC and the Consenting 2025 Noteholders.

Exhibit 4.4 Execution Version WAIVER AND RESCISSION AGREEMENT This WAIVER AND RESCISSION AGREEMENT (this “Agreement”), dated as of February 9, 2024, is made by and among UPHEALTH, INC., a Delaware corporation (the “Company”), CLOUDBREAK HEALTH, LLC, a Delaware limited liability company (“Cloudbreak” and, together with the Company, the “Company Parties”), and the beneficial holders of the Notes par

Security Agreement, dated as of February 9, 2024, by and among UpHealth, Inc., the Guarantors and The Bank of New York Mellon Trust Company, N.A., as collateral agent.

Exhibit 4.3 Execution Version SECURITY AND PLEDGE AGREEMENT Dated as of February 9, 2024 among Each Grantor From Time to time Party Hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION as the Collateral Agent for the Secured Parties 6.25% Convertible Senior Notes due 2026 TABLE OF CONTENTS Page 1. Defined Terms 1 2. Grant of Security 7 3. Security for Secured Obligations 8 4. Grantors Remain Liable 8

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) UpHealth, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock

As filed with the Securities and Exchange Commission on February 2, 2024.

As filed with the Securities and Exchange Commission on February 2, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UpHealth, Inc. (Exact name of registrant as specified in its charter) Delaware 83-3838045 (State or other jurisdiction of incorporation or organization) (I.R.S. Employ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UPHEALTH, Inc. 9,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271193 Prospectus Supplement No. 4 (to Prospectus dated April 20, 2023) UPHEALTH, Inc. 9,000,000 Shares of Common Stock This prospectus supplement (this “Supplement No. 4”) relates to the prospectus dated April 20, 2023 (as amended from time to time, the “Prospectus”), related to the resale from time to time by the selling stockholder named in

Agreement of Resignation, Appointment and Acceptance, dated as of January 11, 2024, by and among UpHealth, Inc., Wilmington Trust, National Association, and The Bank of New York Mellon Trust Company, N.A.

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Agreement”), dated as of January 11, 2024 (the “Effective Date”) by and among UPHEALTH, INC.

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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 January 11, 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 Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

FEE TABLES FOR FORM PREM14A Table 1 to Paragraph (a)(7) Transaction Valuation Fee rate Amount of Filing Fee Fees to Be Paid $180,000,000.00(1) 0.00014760 $26,568.00(2) Fees Previously Paid — — Total Transaction Valuation $180,000,000.00 Total Fees Du

EX-FILING FEES Exhibit 107 FEE TABLES FOR FORM PREM14A Table 1 to Paragraph (a)(7) Transaction Valuation Fee rate Amount of Filing Fee Fees to Be Paid $180,000,000.

UPHEALTH, INC. 9,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271193 Prospectus Supplement No. 3 (to Prospectus dated April 20, 2023) UPHEALTH, INC. 9,000,000 Shares of Common Stock This prospectus supplement (this “Supplement No. 3”) relates to the prospectus dated April 20, 2023 (as amended from time to time, the “Prospectus”), related to the resale from time to time by the selling stockholder named in

Submission of Matters to a Vote of Security Holders

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 December 27, 2023 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) (Co

UPHEALTH, INC. 9,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271193 Prospectus Supplement No. 2 (to Prospectus dated April 20, 2023) UPHEALTH, INC. 9,000,000 Shares of Common Stock This prospectus supplement (this “Supplement No. 2”) relates to the prospectus dated April 20, 2023 (as amended from time to time, the “Prospectus”), related to the resale from time to time by the selling stockholder named in

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $115.

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 December 11, 2023 Date of Report (date of earliest event reported) UpHealth, Inc. (

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 December 11, 2023 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 Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as perm

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 November 28, 2023 Date of Report (date of earliest event reported) UpHealth, Inc. (

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 November 28, 2023 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 Fi

UPH / UpHealth Inc / Pylypiv Mariya - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* UpHealth, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 91532B200 (CUSIP Number) Jeffrey C. Selman DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, CA 94105 (415) 615-6095 (Name, Address an

UPH / UpHealth Inc / KATHURIA CHIRINJEEV - SC 13D/A Activist Investment

SC 13D/A 1 schedule13damno7-chirinjee.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* UpHealth, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 91532B200 (CUSIP Number) Jeffrey C. Selman DLA Piper LLP (US) 555 Mission Street, Suite 2400 San F

UPH / UpHealth Inc / GUINAN MARK - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* UpHealth, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 91532B200 (CUSIP Number) Jeffrey C. Selman DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, CA 94105 (415) 615-6095 (Name, Address and

UPH / UpHealth Inc / Jennings Jay Walter - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* UpHealth, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 91532B200 (CUSIP Number) Jeffrey C. Selman DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, CA 94105 (415) 615-6095 (Name, Address and

UPH / UpHealth Inc / REY-GIRAUD AGNES - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* UpHealth, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 91532B200 (CUSIP Number) Jeffrey C. Selman DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, CA 94105 (415) 615-6095 (Name, Address and

UPH / UpHealth Inc / Katz Avi S - SC 13D Activist Investment

SC 13D 1 schedule13d-cloudbreakvoti.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* UpHealth, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 91532B200 (CUSIP Number) Jeffrey C. Selman DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Franci

UPH / UpHealth Inc / Beck Martin S A - SC 13D Activist Investment

SC 13D 1 schedule13d-cloudbreakvoti.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* UpHealth, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 91532B200 (CUSIP Number) Jeffrey C. Selman DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Franci

UPH / UpHealth Inc / Dinu Raluca - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* UpHealth, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 91532B200 (CUSIP Number) Jeffrey C. Selman DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, CA 94105 (415) 615-6095 (Name, Address and

UPH / UpHealth Inc / UpHealth, Inc. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* UpHealth, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 91532B200 (CUSIP Number) Jeffrey C. Selman DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, CA 94105 (415) 615-6095 (Name, Address an

UPH / UpHealth Inc / UpHealth, Inc. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* UpHealth, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 91532B200 (CUSIP Number) Jeffrey C. Selman DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, CA 94105 (415) 615-6095 (Name, Address an

UPH / UpHealth Inc / Locke Nathan - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* UpHealth, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 91532B200 (CUSIP Number) Jeffrey C. Selman DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, CA 94105 (415) 615-6095 (Name, Address and

UPH / UpHealth Inc / MACHUCA LUIS - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* UpHealth, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 91532B200 (CUSIP Number) Jeffrey C. Selman DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, CA 94105 (415) 615-6095 (Name, Address and

UPH / UpHealth Inc / UpHealth, Inc. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* UpHealth, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 91532B200 (CUSIP Number) Jeffrey C. Selman DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, CA 94105 (415) 615-6095 (Name, Address and

UPHEALTH, INC. 9,000,000 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-271193 Prospectus Supplement No. 1 (to Prospectus dated April 20, 2023) UPHEALTH, INC. 9,000,000 Shares of Common Stock This prospectus supplement (this “Supplement No. 1”) relates to the prospectus dated April 20, 2023 (as amended from time to time, the “Prospectus”), related to the resale from time to time by the selling sto

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 November 20, 2023 Date of Report (date of earliest event reported) UpHealth, Inc. (

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 November 20, 2023 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 Fi

Release Agreement, dated November 17, 2023, by and between UpHealth, Inc. and Samuel J. Meckey.

Release This Release of Claims (the “Release”) is entered into by and between Samuel Meckey (the “Executive”) and UpHealth, Inc.

Transition Agreement, dated November 15, 2023, by and between Thrasys, Inc. and L.A. Care Health Plan.

TRANSITION AGREEMENT This Transition Agreement (“Agreement”) is entered into as of November 15, 2023 (“Execution Date”), but effective as of the Effective Date (as defined in Section 2 (Condition Precedent to Parties’ Rights and Obligations)), by and between Thrasys, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38924 UpHea

Press Release, dated November 20, 2023, reporting the financial results for the quarter ended September 30, 2023 (furnished only).

Exhibit 99.1 UPHEALTH PROVIDES CORPORATE UPDATE AND ISSUES FINANCIAL RESULTS FOR THE THIRD QUARTER OF 2023 ~ Posts Strong Year Over Year Revenue Growth in Telehealth and Behavioral Health Businesses, Gross Margin Expanded to 54% and $5.4 million in Adjusted EBITDA ~ ~ Reviews in Detail the Voluntary Chapter 11 Protection Filings of One Division of UpHealth, Inc., UpHealth Holdings, Inc., and Certa

Transition Agreement, dated November 16, 2023, by and between Thrasys, Inc. and EmpiRx Health LLC.

TRANSITION AGREEMENT This Transition Agreement (“Agreement”) is entered into as of November 16, 2023 (“Execution Date”), but effective as of the Effective Date (as defined in Section 2 (Condition Precedent to Parties’ Rights and Obligations)), by and between Thrasys, Inc.

Transition Agreement, dated November 17, 2023, by and between Thrasys, Inc. and County of Alameda.

TRANSITION AGREEMENT This Transition Agreement (“Agreement”) is entered into as of November 17, 2023 (“Execution Date”), but effective as of the Effective Date (as defined in Section 2.

UPHEALTH PROVIDES CORPORATE UPDATE AND ISSUES FINANCIAL RESULTS FOR THE THIRD QUARTER OF 2023 ~ Posts Strong Year Over Year Revenue Growth in Telehealth and Behavioral Health Businesses, Gross Margin Expanded to 54% and $5.4 million in Adjusted EBITD

Exhibit 99.1 UPHEALTH PROVIDES CORPORATE UPDATE AND ISSUES FINANCIAL RESULTS FOR THE THIRD QUARTER OF 2023 ~ Posts Strong Year Over Year Revenue Growth in Telehealth and Behavioral Health Businesses, Gross Margin Expanded to 54% and $5.4 million in Adjusted EBITDA ~ ~ Reviews in Detail the Voluntary Chapter 11 Protection Filings of One Division of UpHealth, Inc., UpHealth Holdings, Inc., and Certa

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 November 20, 2023 Date of Report (date of earliest event reported) UpHealth, Inc. (

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 November 20, 2023 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 Fi

Voting and Support Agreement, dated November 16, 2023, by and among UpHealth, Inc., Forest Buyer, LLC and the stockholders set forth on the signature pages thereto (incorporated by reference to Exhibit 10.1 to UpHealth, Inc.’s Current Report on Form 8-K filed with the SEC on November 20, 2023).

Exhibit 10.1 Execution Version VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”), dated as of November 16, 2023, is entered into by and among Forest Buyer, LLC, a Delaware limited liability company (“Buyer”), UpHealth, Inc., a Delaware corporation (“Seller”) and the undersigned stockholders of the Company (the “Stockholders”). Capitalized terms used but not defined

Membership Interests Purchase Agreement, dated November 16, 2023, by and among UpHealth, Inc., Cloudbreak Health, LLC and Forest Buyer, LLC (incorporated by reference to Exhibit 2.1 to UpHealth, Inc.’s Current Report on Form 8-K filed with the SEC on November 20, 2023).

Exhibit 2.1 MEMBERSHIP INTERESTS PURCHASE AGREEMENT by and among FOREST BUYER, LLC CLOUDBREAK HEALTH, LLC, and UPHEALTH, INC., Dated as of November 16, 2023 TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE OF INTERESTS 2 1.1 Purchase and Sale of Interests 2 1.2 Estimated Cash Consideration 2 1.3 Closing 3 1.4 Deliveries at Closing 3 1.5 Post-Closing Adjustment 5 1.6 Withholding Rights 7 1.7 Tax

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 November 16, 2023 Date of Report (date of earliest event reported) UpHealth, Inc. (

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 November 16, 2023 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) (Co

Transaction Support Agreement, dated November 16, 2023, by and among UpHealth, Inc., Cloudbreak Health, LLC, Forest Buyer, LLC and the Consenting Noteholders (incorporated by reference to Exhibit 4.1 to UpHealth, Inc.’s Current Report on Form 8-K filed with the SEC on November 20, 2023).

Exhibit 4.1 Execution Version TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of November 16, 2023 by and among (i) Cloudbreak Health, LLC, a Delaware limited liability company (the “Company”), (ii) Forest Buyer, LLC, a Delaware limited liability company (the “Buyer”), (iii) UpHealth, Inc., a Delaware corporation (the “Seller” and, to

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 November 16, 2023 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) (Co

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 November 16, 2023 Date of Report (date of earliest event reported) UpHealth, Inc. (

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 November 16, 2023 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 Fi

UpHealth Enters into Definitive Agreement for Sale of Cloudbreak Health Business to GTCR for $180 Million Proceeds Will be Utilized to Pay Down All Unsecured Debt and Approximately 45% of Secured Debt UpHealth Will Focus on TTC Healthcare, A Growing,

UpHealth Enters into Definitive Agreement for Sale of Cloudbreak Health Business to GTCR for $180 Million Proceeds Will be Utilized to Pay Down All Unsecured Debt and Approximately 45% of Secured Debt UpHealth Will Focus on TTC Healthcare, A Growing, Cash Flow Positive Behavioral Health Business DELRAY BEACH, Fla.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR SEC FILE NUMBER 001-38924 For Period Ended: September 30, 2023 CUSIP NUMBER 91532B200 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Repo

Thrasys, Inc., a Subsidiary of Debtor UpHealth Holdings, Inc., Files Voluntary Reorganization Under Chapter 11 of the U.S. Bankruptcy Code Parent UpHealth, Inc. and its Direct and Indirect Subsidiaries, Cloudbreak Health, LLC and TTC Healthcare, Inc.

EX-99.1 Exhibit 99.1 Thrasys, Inc., a Subsidiary of Debtor UpHealth Holdings, Inc., Files Voluntary Reorganization Under Chapter 11 of the U.S. Bankruptcy Code Parent UpHealth, Inc. and its Direct and Indirect Subsidiaries, Cloudbreak Health, LLC and TTC Healthcare, Inc., Have NOT Filed for Chapter 11 Protection and are Operating in the Normal Course of Business Thrasys’ Voluntary Reorganization W

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 October 20, 2023 Date of Report (date of earliest event reported) UpHealth, Inc. (E

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 October 20, 2023 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) (Com

UpHealth Announces CEO Transition and Organizational Changes Martin Beck Appointed CEO; Replacing Samuel Meckey Announces the Elimination of 20 Corporate Roles

UpHealth Announces CEO Transition and Organizational Changes Martin Beck Appointed CEO; Replacing Samuel Meckey Announces the Elimination of 20 Corporate Roles DELRAY BEACH, Fla.

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 October 5, 2023 Date of Report (date of earliest event reported) UpHealth, Inc. (Ex

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 October 5, 2023 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

UPH / UpHealth Inc / Riva Ridge Capital Management LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

UPH / UpHealth Inc / Lynrock Lake LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* UpHealth, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 91532B200 (CUSIP Number) Lynrock Lake LP Attn: Cynthia Paul 2 International Drive, Suite 130 Rye Brook, NY 10573 914-449-4660 (Name, Address and Telep

Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Other Events, Bankruptcy or Receivership

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 September 19, 2023 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) (C

UpHealth Subsidiary, UpHealth Holdings, Files Voluntary Reorganization Under Chapter 11 of the U.S. Bankruptcy Code Intends to use court-supervised process to mitigate financial impact and facilitate a fair resolution through an appeals process follo

Exhibit 99.1 UpHealth Subsidiary, UpHealth Holdings, Files Voluntary Reorganization Under Chapter 11 of the U.S. Bankruptcy Code Intends to use court-supervised process to mitigate financial impact and facilitate a fair resolution through an appeals process following the September 14, 2023 decision by a trial court UpHealth expects to continue operating in the normal course, enabling high quality,

Financial Statements and Exhibits, Other Events

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 September 18, 2023 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) (C

UpHealth Comments on Needham Action Ruling Believes Court Erred by Ignoring Settled New York Law and Decades of Precedent Company is Exploring All Options in Response to Ruling

EX-99.1 Exhibit 99.1 UpHealth Comments on Needham Action Ruling Believes Court Erred by Ignoring Settled New York Law and Decades of Precedent Company is Exploring All Options in Response to Ruling DELRAY BEACH, Fla., Sep. 18, 2023 (GLOBE NEWSWIRE) – UpHealth, Inc. (“UpHealth,” the “Company,” “we” or “us”) (NYSE: UPH), a global digital health company delivering technology platforms, infrastructure

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 August 10, 2023 Date of Report (date of earliest event reported) UpHealth, Inc. (Ex

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 August 10, 2023 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38924 UpHealth,

UPHEALTH ANNOUNCES SECOND QUARTER 2023 FINANCIAL RESULTS Second Quarter Revenues Were $37.8 million and Gross Margin Expanded to 53% Year-to-Date Net Loss Attributable to UpHealth, Inc. Improved 9% to $27.2 million Year-to-Date Adjusted EBITDA Improv

Exhibit 99.1 UPHEALTH ANNOUNCES SECOND QUARTER 2023 FINANCIAL RESULTS Second Quarter Revenues Were $37.8 million and Gross Margin Expanded to 53% Year-to-Date Net Loss Attributable to UpHealth, Inc. Improved 9% to $27.2 million Year-to-Date Adjusted EBITDA Improved by $9.2 million to $11.8 million Closed Strategic Sale of Innovations Group, Inc. for $56.0 million Completed Repurchase of $10.3 Mill

Amended and Restated Employment Agreement, dated August 8, 2023, by and between UpHealth, Inc. and Martin Beck (incorporated by reference to Exhibit 10.5 to UpHealth, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2023.

martinbeckxamendedxempl Certain identified information in this Exhibit 10.5 [(indicated by “[***]”) has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is not material and is the type of information that the Company treats as private or confidential. AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”) is entered into

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 June 15, 2023 Date of Report (date of earliest event reported) UpHealth, Inc. (Exac

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 June 15, 2023 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 N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 11, 2023 Date of Report (date of earliest event reported) UpHealth, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 11, 2023 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

, 2023, by and between UpHealth, Inc. and Samuel J. Meckey (incorporated by reference to Exhibit 10.1 to UpHealth, Inc.’s Current Report on Form 8-K filed with the SEC on

Certain identified information in this Exhibit 10.1 (indicated by “[***]”) has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is not material and is the type of information that the Company treats as private or confidential. AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of the 11th day of May

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Introduction UpHealth, Inc. (“UpHealth,” “we,” “us,” “our,” “UpHealth,” or the “Company”) is the parent company of both UpHealth Holdings, Inc. and subsidiaries (“UpHealth Holdings”) and Cloudbreak Health, LLC and subsidiaries. On February 26, 2023, UpHealth Holdings, Inc., a Delaware corporation (“UpHealth Holdings”) an

Form of Notice of Grant of Restricted Stock Units (Inducement) (incorporated by reference to Exhibit 10.3 to UpHealth, Inc’s Quarterly Report on Form 10-Q filed with the SEC on May 11, 2023).

UPHEALTH, INC. INDUCEMENT EQUITY INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNITS UpHealth, Inc., a Delaware corporation (the “Company”) has granted to the Participant an award (the “Award”) of restricted stock units pursuant to the UpHealth, Inc. Inducement Equity Incentive Plan (the “Plan”), each of which represents the right to receive on the applicable Settlement Date one (1) share of

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 May 11, 2023 Date of Report (date of earliest event reported) UpHealth, Inc. (Exact

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 May 11, 2023 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 Nu

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 May 11, 2023 Date of Report (date of earliest event reported) UpHealth, Inc. (Exact

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 May 11, 2023 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 Nu

Form of Restricted Stock Units Agreement.

UPHEALTH, INC. INDUCEMENT EQUITY INCENTIVE PLAN RESTRICTED STOCK UNITS AGREEMENT UpHealth, Inc., a Delaware corporation (the “Company”), has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Unit”) subject to the te

UpHealth Announces Closing of Sale of Innovations Group Incorporated to Belmar Pharma Solutions for $56.0 Million in Gross Proceeds ~ Closing Represents Substantial Completed Milestone and Execution of Strategic Vision ~ ~ Transaction Delivers $56.0

Exhibit 99.1 UpHealth Announces Closing of Sale of Innovations Group Incorporated to Belmar Pharma Solutions for $56.0 Million in Gross Proceeds ~ Closing Represents Substantial Completed Milestone and Execution of Strategic Vision ~ ~ Transaction Delivers $56.0 Million to Company’s Balance Sheet ~ DELRAY BEACH, Fla., May 11, 2023 (GLOBE NEWSWIRE) - UpHealth, Inc. (“UpHealth” or the “Company”) (NY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38924 UpHealth,

UPHEALTH ANNOUNCES FIRST QUARTER 2023 FINANCIAL RESULTS First Quarter Revenues Increased 17% to $42.1 million First Quarter Gross Margin Expanded to 54% First Quarter Net Loss Attributable to UpHealth, Inc. Decreased 54% to $8.1 million First Quarter

Exhibit 99.1 UPHEALTH ANNOUNCES FIRST QUARTER 2023 FINANCIAL RESULTS First Quarter Revenues Increased 17% to $42.1 million First Quarter Gross Margin Expanded to 54% First Quarter Net Loss Attributable to UpHealth, Inc. Decreased 54% to $8.1 million First Quarter Adjusted EBITDA Improved by $7.9 million to $6.6 million Announced Strategic Sale of Innovations Group, Inc. for $56.0 million DELRAY BE

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) UpHealth, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock

As filed with the Securities and Exchange Commission on May 8, 2023.

As filed with the Securities and Exchange Commission on May 8, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UpHealth, Inc. (Exact name of registrant as specified in its charter) Delaware 83-3838045 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Id

Inducement Equity Incentive Plan (incorporated by reference to Exhibit 4.4 to UpHealth, Inc.’s Registration Statement on Form S-8 filed with the SEC on May 8, 2023).

UPHEALTH, INC. INDUCEMENT EQUITY INCENTIVE PLAN TABLE OF CONTENTS Page 1. Establishment, Purpose and term of Plan 1 1.1. Establishment 1 1.2. Purpose 1 1.3. Term of Plan 1 2. Definitions and Construction 1 2.1. Definitions 1 2.2. Construction 8 3. Administration 8 3.1. Administration by the Committee 8 3.2. Grant Authority 8 3.3. Administration with Respect to Insiders 8 3.4. Powers of the Committ

UPHEALTH, INC. 9,000,000 Shares of Common Stock

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-271193 PROSPECTUS UPHEALTH, INC. 9,000,000 Shares of Common Stock This prospectus relates solely to the offer and sale from time to time of up to an aggregate of 9,000,000 shares of the common stock, par value $0.0001 per share (“Common Stock”), of UpHealth, Inc. (the “Company,” “we,” “our” or “us”) by the selling stockh

UpHealth, Inc. 14000 S. Military Trail, Suite 203 Delray Beach, Florida 33484 April 17, 2023

CORRESP UpHealth, Inc. 14000 S. Military Trail, Suite 203 Delray Beach, Florida 33484 April 17, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Benjamin Richie Re: UpHealth, Inc. Registration Statement on Form S-1 Filed April 7, 2023 File No. 333-271193 Ladies and Gentlemen: UpHealth, Inc. (the “Company”) hereby

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

As filed with the Securities and Exchange Commission on April 7, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UpHealth, Inc. (Exact

As filed with the Securities and Exchange Commission on April 7, 2023 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) UpHealth, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry

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 7, 2023 Date of Report (date of earliest event reported) UpHealth, Inc. (Exac

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 7, 2023 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) (Commis

UNAUDITED PRO FORMA FINANCIAL INFORMATION

EX-99.1 EXHIBIT 99.1 UNAUDITED PRO FORMA FINANCIAL INFORMATION Introduction On February 26, 2023, UpHealth Holdings, Inc., a Delaware corporation (“UpHealth Holdings”) and a wholly-owned subsidiary of UpHealth, Inc. (“UpHealth” or the “Company”), agreed to sell 100% of the outstanding capital stock of UpHealth Holdings’ wholly-owned subsidiary, Innovations Group, Inc., a Utah corporation (“IGI” an

Filing Fee Table.

EX-FILING FEES EXHIBIT 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) UpHealth, Inc.

As filed with the Securities and Exchange Commission on April 5, 2023.

S-8 As filed with the Securities and Exchange Commission on April 5, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UpHealth, Inc. (Exact name of registrant as specified in its charter) Delaware 83-3838045 (State or other jurisdiction of incorporation or organization) (I.R.S. Emplo

Specimen Common Stock Certificate of UpHealth, Inc.

uphealthinc-specimencomm 0000001 SEE REVERSE FOR IMPORTANT NOTICE REGARDING OWNERSHIP AND TRANSFER RESTRICTIONS AND CERTAIN OTHER INFORMATION FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.

Second Amended and Restated Certificate of Incorporation of UpHealth, Inc. as amended by the Certificate of Amendment effective December 8, 2022.

CERTIFICATE OF INCORPORATION OF UPHEALTH, INC. JUNE 9, 2021, AS AMENDED ON DECEMBER 8, 2022 UpHealth, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “UpHealth, Inc.” The Corporation was originally incorporated under the name of GigCapital2, Inc. pursuant to the original certif

Annual Report

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-04321 UpHealth

Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to UpHealth, Inc.’s Annual Report on Form 10-K filed with the SEC on March 31, 2023).

Exhibit 21.1 Subsidiaries of UpHealth, Inc. Name Jurisdiction of Formation Cloudbreak Health, LLC Delaware Glocal Healthcare Systems Private Limited India Innovations Group, Inc. Utah Thrasys, Inc. California TTC Healthcare, Inc. Delaware UpHealth Holdings, Inc. Delaware

UPH / UpHealth Inc / KAYNE ANDERSON CAPITAL ADVISORS LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 UpHealth, Inc. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 91532B200 (CUSIP Number) Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on

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 March 13, 2023 Date of Report (date of earliest event reported) UpHealth, Inc. (Exa

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 March 13, 2023 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

UpHealth, Inc. Announces Closing of $4.5 Million Private Placement

EX-99.1 Exhibit 99.1 UpHealth, Inc. Announces Closing of $4.5 Million Private Placement DELRAY BEACH, Fla., March 13, 2023 (GLOBE NEWSWIRE) – 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 closed its previously announ

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 March 13, 2023 Date of Report (date of earliest event reported) UpHealth, Inc. (Exa

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 March 13, 2023 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) (Commi

Form of Series A Warrant (incorporated by reference to Exhibit 4.1 to UpHealth, Inc.’s Current Report on Form 8-K filed with the SEC on March 9, 2023).

EX-4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE

Form of Securities Purchase Agreement, dated as of March 9, 2023, by and between UpHealth, Inc. and the Purchaser (incorporated by reference to Exhibit 10.1 to

EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 9, 2023, between UpHealth, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions

Form of Registration Rights Agreement, dated as of March 9, 2023, by and between UpHealth, Inc. and the Purchaser (incorporated by reference to Exhibit 10.2 to UpHealth, Inc.’s Current Report on Form 8-K filed with the SEC on March 9, 2023).

EX-10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 9, 2023, between UpHealth, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase

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 March 9, 2023 Date of Report (date of earliest event reported) UpHealth, Inc. (Exac

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 March 9, 2023 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) (Commis

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.3 to UpHealth, Inc.’s Current Report on Form 8-K filed with the SEC on March 9, 2023).

EX-4.3 4 d429196dex43.htm EX-4.3 Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT

UpHealth, Inc. Announces $4.5 Million Private Placement

EX-99.1 Exhibit 99.1 UpHealth, Inc. Announces $4.5 Million Private Placement DELRAY BEACH, Fla., March 9, 2023 (GLOBE NEWSWIRE) — 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

Form of Series B Warrant (incorporated by reference to Exhibit 4.2 to UpHealth, Inc.’s Current Report on Form 8-K filed with the SEC on March 9, 2023).

EX-4.2 Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE

UPH / UpHealth Inc / Riva Ridge Capital Management LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

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 March 2, 2023 Date of Report (date of earliest event reported) UpHealth, Inc. (Exac

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 March 2, 2023 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 N

UPHEALTH ANNOUNCES FOURTH QUARTER 2022 FINANCIAL RESULTS Fourth Quarter Revenues Increased 20% to $40.5 million; Adjusting for Deconsolidation of Glocal, Revenue Increased 32% Achieved Fourth Quarter Gross Margin of 45% and Adjusted EBITDA of $1.9 mi

Exhibit 99.1 UPHEALTH ANNOUNCES FOURTH QUARTER 2022 FINANCIAL RESULTS Fourth Quarter Revenues Increased 20% to $40.5 million; Adjusting for Deconsolidation of Glocal, Revenue Increased 32% Achieved Fourth Quarter Gross Margin of 45% and Adjusted EBITDA of $1.9 million Fiscal 2022 Revenues Increased 28% to $158.8 million; Gross Margin of 44%; Adjusted EBITDA of $3.3 million Announced Strategic Sale

Release Agreement, dated February 26, 2023, by and among UpHealth, Inc., UpHealth Holdings, Inc. and Innovations Group, Inc. (incorporated by reference to Exhibit 10.1 to

EX-10.1 Exhibit 10.1 RELEASE AGREEMENT THIS RELEASE AGREEMENT (this “Release Agreement”) is made as of February 26, 2023, by and among UpHealth Holdings, Inc., a Delaware corporation (“Holdings”), UpHealth, Inc., a Delaware corporation (“Parent” and together with Holdings, collectively the “Releasor Parties” and each a “Releasor Party”), in favor of Innovations Group, Inc., a Utah corporation (the

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 February 26, 2023 Date of Report (date of earliest event reported) UpHealth, Inc. (

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 February 26, 2023 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) (Co

UpHealth Announces Strategic Sale of Innovations Group Incorporated to Belmar Pharma Solutions for Approximately $56 Million in Gross Proceeds ~ Represents a Substantial Milestone in UpHealth’s Focus on Further Integration of its Telehealth, Integrat

EX-99.1 Exhibit 99.1 UpHealth Announces Strategic Sale of Innovations Group Incorporated to Belmar Pharma Solutions for Approximately $56 Million in Gross Proceeds ~ Represents a Substantial Milestone in UpHealth’s Focus on Further Integration of its Telehealth, Integrated Care and Behavioral Health Businesses ~ ~ Reflects Execution of UpHealth’s New Strategic Vision of Large Data Driven Digitally

Stock Purchase Agreement, dated February 26, 2023, by and among UpHealth, Inc., UpHealth Holdings, Inc., Innovations Group, Inc. and Belmar MidCo, Inc. (incorporated by reference to Exhibit 2.1 to

EX-2.1 Exhibit 2.1 STOCK PURCHASE AGREEMENT BY AND AMONG BELMAR MIDCO, INC., INNOVATIONS GROUP, INC., UPHEALTH HOLDINGS, INC. AND UPHEALTH, INC. DATED FEBRUARY 26, 2023 Table of Contents Page SECTION 1. DEFINITIONS 1 1.1 Definitions 1 1.2 Other Definitions 14 SECTION 2. PURCHASE OF SHARES 15 2.1 Purchase 15 2.2 Closing 16 2.3 Payments at the Closing 16 2.4 Purchase Price Adjustment 16 2.5 Withhold

UPH / UpHealth, Inc. / Lynrock Lake LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* UpHealth, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 91532B200 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

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 January 9, 2023 Date of Report (date of earliest event reported) UpHealth, Inc. (Ex

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 January 9, 2023 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) (Comm

Amendment to Employment Agreement, dated January 12, 2023, by and between UpHealth, Inc. and Samuel J. Meckey (incorporated by reference to Exhibit 10.1 to

Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This amendment (the “Amendment”) is intended to amend that certain Employment Agreement by and between Mr. Samuel J. Meckey (the “Executive”) and UpHealth, Inc. (the “Company”), dated May 10, 2022 (the “Agreement”). The Executive and the Company are collectively referred to herein as the “Parties”. Capitalized terms not otherwise defined herein shall

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 December 27, 2022 Date of Report (date of earliest event reported) UpHealth, Inc. (

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 December 27, 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) (Co

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 December 29, 2022 (December 29, 2022) Date of Report (date of earliest event report

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 December 29, 2022 (December 29, 2022) 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-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38924 UpHealth, Inc.

UPHEALTH ANNOUNCES THIRD QUARTER 2022 FINANCIAL RESULTS Third Quarter Revenues of $38.7 million; Gross Margin of 48%; Adjusted EBITDA of $(1.2) million Revenues for the Nine-Month Period of $118.3 million, Gross Margin of 48%; Adjusted EBITDA of $1.4

Exhibit 99.1 UPHEALTH ANNOUNCES THIRD QUARTER 2022 FINANCIAL RESULTS Third Quarter Revenues of $38.7 million; Gross Margin of 48%; Adjusted EBITDA of $(1.2) million Revenues for the Nine-Month Period of $118.3 million, Gross Margin of 48%; Adjusted EBITDA of $1.4 million Results reflect the deconsolidation of Glocal as of July 2022 due to ongoing control issues and legal proceedings Over 60% of Tr

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 December 19, 2022 Date of Report (date of earliest event reported) UpHealth, Inc. (

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 December 19, 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) (Co

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 December 8, 2022 Date of Report (date of earliest event reported) UpHealth, Inc. (E

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 December 8, 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) (Com

UPH / UpHealth, Inc. / Azim Syed Sabahat - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) UpHealth, Inc. (Name of Company) Common Stock, Par Value $0.0001 per share (Title of Class of Securities) 91532B101 (CUSIP Number) Kate L. Bechen Dykema Gossett PLLC 111 E. Kilbourn Ave., Suite 1050 Milwaukee, WI 53202 (414) 488-7300 (Name, Addre

UPH / UpHealth, Inc. / Bray Jeffery Rex - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) UpHealth, Inc. (Name of Company) Common Stock, Par Value $0.0001 per share (Title of Class of Securities) 91532B101 (CUSIP Number) Jeffery R. Bray 2083 Walker Lane Holladay, UT 84117 With copy to: Kate L. Bechen Dykema Gossett PLLC 111 E. Kilbour

UpHealth Announces Reverse Stock Split Will Effect Changes to Warrant Terms

EX-99.1 Exhibit 99.1 UpHealth Announces Reverse Stock Split Will Effect Changes to Warrant Terms DELRAY BEACH, Fla. – December 7, 2022 – 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 previously announced reverse stock s

Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation.

Exhibit 3.1 CERTIFICATE OF AMENDMENT to the SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of UPHEALTH, INC. UpHealth, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY: FIRST: The name of the Corporation is UpHealth, Inc. The Second Amended and Restated Certificate of Incorporat

UPH / UpHealth, Inc. / KATHURIA CHIRINJEEV - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) UpHealth, Inc. (Name of Company) Common Stock, Par Value $0.0001 per share (Title of Class of Securities) 91532B101 (CUSIP Number) Kate L. Bechen Dykema Gossett PLLC 111 E. Kilbourn Ave., Suite 1050 Milwaukee, WI 53202 (414) 488-7300 (Name, Addre

UPH / UpHealth, Inc. / Pylypiv Mariya - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) UpHealth, Inc. (Name of Company) Common Stock, Par Value $0.0001 per share (Title of Class of Securities) 91532B101 (CUSIP Number) Kate L. Bechen Dykema Gossett PLLC 111 E. Kilbourn Ave., Suite 1050 Milwaukee, WI 53202 (414) 488-7300 (Name, Addre

UpHealth to Effect 10:1 Reverse Stock Split

Exhibit 99.1 UpHealth to Effect 10:1 Reverse Stock Split DELRAY BEACH, Fla. ? December 5, 2022 ? 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

Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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 December 5, 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) (Com

UpHealth Announces Results of First Annual Stockholder Meeting Proposed New Independent Board Members Elected Stockholders Approved Reverse Split of the Company’s Shares Stockholders Approve New Independent Auditor

Exhibit 99.2 UpHealth Announces Results of First Annual Stockholder Meeting Proposed New Independent Board Members Elected Stockholders Approved Reverse Split of the Company?s Shares Stockholders Approve New Independent Auditor DELRAY BEACH, Fla., December 5, 2022?UpHealth, Inc. (NYSE: UPH) announces the results of its first annual stockholder meeting, held December 5, 2022, virtually. All resolut

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 November 16, 2022 Date of Report (date of earliest event reported) UpHealth, Inc. (

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 November 16, 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) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR SEC FILE NUMBER 001-38924 For Period Ended: September 30, 2022 CUSIP NUMBER 91532B101 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit

Letter from Plante & Moran, PLLC, dated November 14, 2022.

Exhibit 16.1 Plante & Moran, PLLC Suite 600 8181 E. Tufts Avenue Denver, CO 80237 Tel: 303.740.9400 Fax: 303.740.9009 plantemoran.com November 14, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners, We have read the Item 4.01 included in the Form 8-K of UpHealth, Inc., which we understand will be filed with the Securities and Exchange Commission on or soo

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 November 9, 2022 Date of Report (date of earliest event reported) UpHealth, Inc. (E

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 November 9, 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) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)

PRE 14A 1 d380818dpre14a.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for U

UPH / UpHealth, Inc. / KATHURIA CHIRINJEEV - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) UpHealth, Inc. (Name of Company) Common Stock, Par Value $0.0001 per share (Title of Class of Securities) 91532B101 (CUSIP Number) Kate L. Bechen Dykema Gossett PLLC 111 E. Kilbourn Ave., Suite 1050 Milwaukee, WI 53202 (414) 488-7300 (Name, Address and Te

UPH / UpHealth, Inc. / Bray Jeffery Rex - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) UpHealth, Inc. (Name of Company) Common Stock, Par Value $0.0001 per share (Title of Class of Securities) 91532B101 (CUSIP Number) Jeffery R. Bray 2083 Walker Lane Holladay, UT 84117 With copy to: Kate L. Bechen Dykema Gossett PLLC 111 E. Kilbourn Ave., S

UPH / UpHealth, Inc. / Pylypiv Mariya - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) UpHealth, Inc. (Name of Company) Common Stock, Par Value $0.0001 per share (Title of Class of Securities) 91532B101 (CUSIP Number) Kate L. Bechen Dykema Gossett PLLC 111 E. Kilbourn Ave., Suite 1050 Milwaukee, WI 53202 (414) 488-7300 (Name, Address and Te

Financial Statements and Exhibits, Other Events

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 September 28, 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) (C

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 August 22, 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) (Comm

Second Amended and Restated Bylaws of UpHealth, Inc., effective August 22, 2022 (incorporated by reference to Exhibit 3.1 to UpHealth, Inc.’s Current Report on Form 8-K filed with the SEC on August 24, 2022).

EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF UPHEALTH, INC. (THE “CORPORATION”) Effective as of August 22, 2022 ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individua

UPHEALTH ANNOUNCES CLOSING OF $67.5 MILLION CONVERTIBLE DEBT FINANCING

Exhibit 99.1 UPHEALTH ANNOUNCES CLOSING OF $67.5 MILLION CONVERTIBLE DEBT FINANCING DELRAY BEACH, Fla. ? August 19, 2022 ? 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, announced today that it has closed its previously announced sale of $67.5 m

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 August 18, 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) (Comm

Security Agreement, dated August 18, 2022, by and among UpHealth, Inc., the Guarantors and Wilmington Trust, National Association, a national banking association, as collateral agent (incorporated by reference to Exhibit 10.1 to UpHealth, Inc.’s Current Report on Form 8-K filed with the SEC on August 19, 2022).

Exhibit 10.1 SECURITY AND PLEDGE AGREEMENT Dated as of August 18, 2022 among Each Grantor From Time to time Party Hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION as the Collateral Agent for the Secured Parties Variable Rate Convertible Senior Secured Notes due 2025 TABLE OF CONTENTS Page 1. Defined Terms 1 2. Grant of Security 7 3. Security for Secured Obligations 8 4. Grantors Remain Liable 8 5

Indenture, dated August 18, 2022, by and between UpHealth, Inc. and Wilmington Trust, National Association, a national banking association, in its capacity as trustee thereunder (incorporated by reference to Exhibit 4.1 to UpHealth, Inc.’s Current Report on Form 8-K filed with the SEC on August 19, 2022).

Exhibit 4.1 UPHEALTH, INC., THE SUBSIDIARY GUARANTORS AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Dated as of August 18, 2022 Variable Rate Convertible Senior Secured Notes due 2025 ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 References to Interest 30 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES 30 Section

UPHEALTH ANNOUNCES SECOND QUARTER 2022 FINANCIAL RESULTS Second Quarter Revenue of $43.7 million, a 21% increase on a Sequential Basis Gross Margin Expanded to 51%, compared to 43% on a Sequential Basis Nearly 50% of Transformation Initiatives Comple

Exhibit 99.1 UPHEALTH ANNOUNCES SECOND QUARTER 2022 FINANCIAL RESULTS Second Quarter Revenue of $43.7 million, a 21% increase on a Sequential Basis Gross Margin Expanded to 51%, compared to 43% on a Sequential Basis Nearly 50% of Transformation Initiatives Completed To-Date Subsequent to Quarter End, Company Under New Leadership of CEO Samuel J. Meckey Announced $67.5M Convertible Debt Financing,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38924 UpHealth, Inc.

UPHEALTH ANNOUNCES $67.5 MILLION CONVERTIBLE DEBT FINANCING ~ Debt Financing Further Extends Maturity Profile ~

Exhibit 99.2 UPHEALTH ANNOUNCES $67.5 MILLION CONVERTIBLE DEBT FINANCING ~ Debt Financing Further Extends Maturity Profile ~ DELRAY BEACH, Fla. ? August 15, 2022 ? 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 the sale of $67.5

Employment Agreement, dated May 10, 2022, by and between UpHealth, Inc. and Samuel J. Meckey (incorporated by reference to Exhibit 10.1 to UpHealth, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2022).

UpHealth EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is entered into as of the 10th day of May, 2022 by and between Samuel Meckey (the ?Executive?) and UpHealth, Inc.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 August 12, 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) (Comm

Form of Subscription Agreement (2025 Notes) (incorporated by reference to Exhibit 10.1 to UpHealth, Inc.’s Current Report on Form 8-K filed with the SEC on August 15, 2022).

Exhibit 10.1 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on [ ], 2022, by and among UpHealth, Inc., a Delaware corporation (the ?Company?), [?] (?Subscriber?), and Oppenheimer & Co. Inc. (solely with respect to Section 2 hereof). WHEREAS, Subscriber desires to subscribe for and purchase from the Company, contingent on the consummation

Amended and Restated Bylaws of UpHealth, Inc., as amended by the Amendment to the Amended and Restated Bylaws of UpHealth, Inc. effective May 31, 2022.

AMENDED AND RESTATED BYLAWS OF UPHEALTH, INC. (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s registered agent in Delaware

Form of Note Purchase Agreement (2026 Note Repurchase) (incorporated by reference to Exhibit 10.4 to UpHealth, Inc.’s Current Report on Form 8-K filed with the SEC on August 15, 2022).

Exhibit 10.4 FORM OF NOTE PURCHASE AGREEMENT This NOTE PURCHASE AGREEMENT (this ?Notes Purchase Agreement?) is entered into on [ ], 2022, by and between Oppenheimer & Co. Inc. (?OpCo?) and [?] (?Seller?). WHEREAS, Seller holds 6.25% convertible senior notes due 2026 (the ?Notes?) of UpHealth, Inc. (f/k/a GigCapital2, Inc.), a Delaware corporation (the ?Company?); WHEREAS, Seller is concurrently en

UPH / UpHealth, Inc. / Azim Syed Sabahat - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) UpHealth, Inc. (Name of Company) Common Stock, Par Value $0.0001 per share (Title of Class of Securities) 91532B101 (CUSIP Number) Kate L. Bechen Dykema Gossett PLLC 111 E. Kilbourn Ave., Suite 1050 Milwaukee, WI 53202 (414) 488-7300 (Name, Addre

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE JEFFERY R. BRAY and CHIRINJEEV ) KATHURIA, ) ) Plaintiffs, ) ) v. ) ) AVI KATZ, RALUCA DINU, AGNES ) REY-GIRAUD, NEIL MIOTTO, NATE ) LOCKE, and MOSHE BAR-SIMAN-TOV, ) C.A. No. 2022-0489-LWW ) Defendan

Exhibit 99.8 GRANTED IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE JEFFERY R. BRAY and CHIRINJEEV ) KATHURIA, ) ) Plaintiffs, ) ) v. ) ) AVI KATZ, RALUCA DINU, AGNES ) REY-GIRAUD, NEIL MIOTTO, NATE ) LOCKE, and MOSHE BAR-SIMAN-TOV, ) C.A. No. 2022-0489-LWW ) Defendants, ) ) and ) ) UPHEALTH, INC., a Delaware corporation, ) ) Nominal Defendant. ) ) ) AVI KATZ, RALUCA DINU, AGNES ) REY-GIRAUD, N

GRANTED IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

Exhibit 99.6 GRANTED IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE JEFFERY R. BRAY and CHIRINJEEV KATHURIA, Plaintiffs, v. AVI KATZ, RALUCA DINU, AGNES REY-GIRAUD, NEIL MIOTTO, NATE LOCKE, and MOSHE BAR-SIMAN-TOV, Defendants, and UPHEALTH, INC., a Delaware corporation, Nominal Defendant. AVI KATZ, RALUCA DINU, AGNES REY-GIRAUD, NEIL MIOTTO, and NATE LOCKE, Counterclaim Plaintiffs, v. JEFFERY R

GRANTED IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

EX-99.6 Exhibit 99.6 GRANTED IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE JEFFERY R. BRAY and CHIRINJEEV KATHURIA, Plaintiffs, v. AVI KATZ, RALUCA DINU, AGNES REY-GIRAUD, NEIL MIOTTO, NATE LOCKE, and MOSHE BAR-SIMAN-TOV, Defendants, and UPHEALTH, INC., a Delaware corporation, Nominal Defendant. AVI KATZ, RALUCA DINU, AGNES REY-GIRAUD, NEIL MIOTTO, and NATE LOCKE, Counterclaim Plaintiffs, v. J

UPH / UpHealth, Inc. / KATHURIA CHIRINJEEV - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) UpHealth, Inc. (Name of Company) Common Stock, Par Value $0.0001 per share (Title of Class of Securities) 91532B101 (CUSIP Number) Kate L. Bechen Dykema Gossett PLLC 111 E. Kilbourn Ave., Suite 1050 Milwaukee, WI 53202 (414) 488-7300 (Name, Address and Te

UPH / UpHealth, Inc. / Bray Jeffery Rex - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) UpHealth, Inc. (Name of Company) Common Stock, Par Value $0.0001 per share (Title of Class of Securities) 91532B101 (CUSIP Number) Jeffery R. Bray 2083 Walker Lane Holladay, UT 84117 With copy to: Kate L. Bechen Dykema Gossett PLLC 111 E. Kilbourn Ave., S

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE JEFFERY R. BRAY and CHIRINJEEV ) KATHURIA, ) ) Plaintiffs, ) ) v. ) ) AVI KATZ, RALUCA DINU, AGNES ) REY-GIRAUD, NEIL MIOTTO, NATE ) LOCKE, and MOSHE BAR-SIMAN-TOV, ) C.A. No. 2022-0489-LWW ) Defendan

Exhibit 99.5 GRANTED IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE JEFFERY R. BRAY and CHIRINJEEV ) KATHURIA, ) ) Plaintiffs, ) ) v. ) ) AVI KATZ, RALUCA DINU, AGNES ) REY-GIRAUD, NEIL MIOTTO, NATE ) LOCKE, and MOSHE BAR-SIMAN-TOV, ) C.A. No. 2022-0489-LWW ) Defendants, ) ) and ) ) UPHEALTH, INC., a Delaware corporation, ) ) Nominal Defendant. ) ) ) AVI KATZ, RALUCA DINU, AGNES ) REY-GIRAUD, N

UPH / UpHealth, Inc. / Pylypiv Mariya - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) UpHealth, Inc. (Name of Company) Common Stock, Par Value $0.0001 per share (Title of Class of Securities) 91532B101 (CUSIP Number) Kate L. Bechen Dykema Gossett PLLC 111 E. Kilbourn Ave., Suite 1050 Milwaukee, WI 53202 (414) 488-7300 (Name, Addre

Amendment to Employment Agreement, dated July 31, 2022, by and between UpHealth, Inc. and Dr. Ramesh Balakrishnan (included as Exhibit 10.1 to UpHealth, Inc.’s Current Report on Form 8-K filed with the SEC on August 4, 2022).

Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This amendment (the “Amendment”) is intended to amend that certain Employment Agreement by and between Dr. Ramesh Balakrishnan (the “Executive”) and UpHealth, Inc. (the “Company”), dated October 23, 2021 (the “Agreement”). The Executive and the Company are collectively referred to herein as the “Parties”. Capitalized terms not otherwise defined herein

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 31, 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) (Commis

UpHealth’s Independent Directors Welcome the Termination of Litigation that Had Delayed the Annual Stockholder Meeting

Exhibit 99.1 UpHealth’s Independent Directors Welcome the Termination of Litigation that Had Delayed the Annual Stockholder Meeting DELRAY BEACH, Fla., August 2, 2022 (GLOBE NEWSWIRE) — UpHealth, Inc. (NYSE: UPH) (“UpHealth” or the “Company”) today announced that the stockholder litigation that resulted in a delay of the Company’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”) has been

Financial Statements and Exhibits, Other Events

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 August 2, 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) (Commi

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 August 2, 2022 Date of Report (date of earliest event reported) UpHealth, Inc. (Exa

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 August 2, 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) (Commi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 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) (Commis

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 12, 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) (Commis

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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 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) (Commis

Samuel J. Meckey Joins UpHealth, Inc. as Chief Executive Officer Meckey prioritizes strategic growth and profitability as the company marks one-year anniversary

EX-99.1 2 d733865dex991.htm EX-99.1 Exhibit 99.1 Samuel J. Meckey Joins UpHealth, Inc. as Chief Executive Officer Meckey prioritizes strategic growth and profitability as the company marks one-year anniversary DELRAY BEACH, Fla., July 11, 2022—UpHealth, Inc. (NYSE: UPH), a digital-first healthcare solutions company, today welcomed Samuel J. Meckey as its new Chief Executive Officer. In his new rol

As filed with the Securities and Exchange Commission on July 6, 2022.

As filed with the Securities and Exchange Commission on July 6, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UpHealth, Inc. (Exact name of registrant as specified in its charter) Delaware 83-3838045 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer I

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 5, 2022 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

Filing Fee Table.

EXHIBIT 107.1 Calculation of Filing Fee Tables FORM S-8 (Form Type) UpHealth, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Introduction UpHealth, Inc. (?UpHealth,? ?we,? ?us,? ?our,? ?UpHealth,? or the ?Company?) is the parent company of both UpHealth Holdings, Inc. and subsidiaries (?UpHealth Holdings?) and Cloudbreak Health, LLC and subsidiaries (?Cloudbreak?, and together with UpHealth and UpHealth Holdings, the ?Combined Company?). On June 9, 2021, Up

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Introduction UpHealth, Inc. (?UpHealth,? ?we,? ?us,? ?our,? ?UpHealth,? or the ?Company?) is the parent company of both UpHealth Holdings, Inc. and subsidiaries (?UpHealth Holdings?) and Cloudbreak Health, LLC and subsidiaries (?Cloudbreak?, and together with UpHealth and UpHealth Holdings, the ?Combined Company?). On June 9, 2021, Up

Financial Statements and Exhibits, Other Events

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 5, 2022 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 Nu

JOINT FILING AGREEMENT

Exhibit 99.7 JOINT FILING AGREEMENT In accordance with the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on any Form 3, Form 4, Form 5, Schedule 13D or Schedule 13G, and any and all amendments thereto relating to shares of Common Stock, par value $0.0001 per share, of UpHealth, Inc., a company incorporated und

UPH / UpHealth, Inc. / Azim Syed Sabahat - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) UpHealth, Inc. (Name of Company) Common Stock, Par Value $0.0001 per share (Title of Class of Securities) 91532B101 (CUSIP Number) Kate L. Bechen Dykema Gossett PLLC 111 E. Kilbourn Ave., Suite 1050 Milwaukee, WI 53202 (414) 488-7300 (Name, Address and Te

June 30, 2022

CORRESP 1 filename1.htm DLA Piper LLP (US) 500 Eighth Street, NW Washington, DC 20004 www.dlapiper.com Sanjay M. Shirodkar [email protected] T 202.799.4184 F 202.799.5020 June 30, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Mergers and Acquisitions 100 F Street, NE Washington, DC 20549 Attn: Christina Chalk, Senior Special Counsel Re: UpHealth

Other Events

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 June 28, 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) (Commis

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 June 28, 2022 Date of Report (date of earliest event reported) UpHealth, Inc. (Exac

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 June 28, 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) (Commis

Jeffery Bray’s Notice of Intention to Nominate Persons for Election to the Board of Directors, dated June 21, 2022.

Exhibit 99.4 FEDERAL EXPRESS AND EMAIL Jeffery R. Bray 2083 Walker Lane Holladay, Utah 84117 [email protected] June 21, 2022 UpHealth, Inc. Attention: Secretary 14000 S. Military Trail, Suite 203 Delray Beach, Florida 33484 Re: Notice of Intention to Nominate Persons for Election to the Board of Directors Dear Secretary: I, Jeffery Bray, am a stockholder of record of UpHealth, Inc. (the ?Company?)

UPH / UpHealth, Inc. / Bray Jeffery Rex - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) UpHealth, Inc. (Name of Company) Common Stock, Par Value $0.0001 per share (Title of Class of Securities) 91532B101 (CUSIP Number) Jeffery R. Bray 2083 Walker Lane Holladay, UT 84117 With copy to: Kate L. Bechen Dykema Gossett PLLC 111 E. Kilbourn Ave., S

UPH / UpHealth, Inc. / Azim Syed Sabahat - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) UpHealth, Inc. (Name of Company) Common Stock, Par Value $0.0001 per share (Title of Class of Securities) 91532B101 (CUSIP Number) Kate L. Bechen Dykema Gossett PLLC 111 E. Kilbourn Ave., Suite 1050 Milwaukee, WI 53202 (414) 488-7300 (Name, Addre

Jeffery R. Bray 2083 Walker Lane Holladay, Utah 84117

Exhibit 99.6 FEDERAL EXPRESS AND EMAIL Jeffery R. Bray 2083 Walker Lane Holladay, Utah 84117 [email protected] June 21, 2022 UpHealth, Inc. Attention: Secretary 14000 S. Military Trail, Suite 203 Delray Beach, Florida 33484 Re: Notice of Intention to Nominate Persons for Election to the Board of Directors Dear Secretary: I, Jeffery Bray, am a stockholder of record of UpHealth, Inc. (the ?Company?)

Jeffery R. Bray 2083 Walker Lane Holladay, Utah 84117

Exhibit 99.5 FEDERAL EXPRESS AND EMAIL Jeffery R. Bray 2083 Walker Lane Holladay, Utah 84117 [email protected] June 21, 2022 UpHealth, Inc. Attention: Secretary 14000 S. Military Trail, Suite 203 Delray Beach, Florida 33484 Re: Notice of Intention to Nominate Persons for Election to the Board of Directors Dear Secretary: I, Jeffery Bray, am a stockholder of record of UpHealth, Inc. (the ?Company?)

Jeffery R. Bray 2083 Walker Lane Holladay, Utah 84117

Exhibit 99.5 FEDERAL EXPRESS AND EMAIL Jeffery R. Bray 2083 Walker Lane Holladay, Utah 84117 [email protected] June 21, 2022 UpHealth, Inc. Attention: Secretary 14000 S. Military Trail, Suite 203 Delray Beach, Florida 33484 Re: Notice of Intention to Nominate Persons for Election to the Board of Directors Dear Secretary: I, Jeffery Bray, am a stockholder of record of UpHealth, Inc. (the ?Company?)

UPH / UpHealth, Inc. / Pylypiv Mariya - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) UpHealth, Inc. (Name of Company) Common Stock, Par Value $0.0001 per share (Title of Class of Securities) 91532B101 (CUSIP Number) Kate L. Bechen Dykema Gossett PLLC 111 E. Kilbourn Ave., Suite 1050 Milwaukee, WI 53202 (414) 488-7300 (Name, Address and Te

UPH / UpHealth, Inc. / KATHURIA CHIRINJEEV - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) UpHealth, Inc. (Name of Company) Common Stock, Par Value $0.0001 per share (Title of Class of Securities) 91532B101 (CUSIP Number) Kate L. Bechen Dykema Gossett PLLC 111 E. Kilbourn Ave., Suite 1050 Milwaukee, WI 53202 (414) 488-7300 (Name, Addre

UpHealth Annual Meeting Delayed to Allow Delaware Court of Chancery to Hear Full Case Brought by Creditor and Dissident Director Court Will Hear the Full Case, Including Evidence About Plaintiffs’ Scheme to Exert Improper Control over UpHealth All Cu

Exhibit 99.1 UpHealth Annual Meeting Delayed to Allow Delaware Court of Chancery to Hear Full Case Brought by Creditor and Dissident Director Court Will Hear the Full Case, Including Evidence About Plaintiffs? Scheme to Exert Improper Control over UpHealth All Current Directors to Remain in Office Shareholders Do Not Need to Take Any Action at This Time DELRAY BEACH, Fla., June 27, 2022 (GLOBE NEW

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 June 27, 2022 (June 24, 2022) Date of Report (date of earliest event reported) UpHe

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 June 27, 2022 (June 24, 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 organ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant ☐ Filed by a party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confid

Financial Statements and Exhibits, Other Events

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 June 27, 2022 (June 24, 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 organ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☐ Filed by a party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confid

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

Dykema Gossett PLLC 400 Renaissance Center Detroit, MI 48243 WWW.DYKEMA.COM Tel: (313) 568-6800 Fax: (313) 568-6893 June 21, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Mail Stop 4561 100 F Street, N.E. Washington, D.C. 20549 Attention: Christina Chalk Re: UpHealth, Inc. (the “Company”) PREC14A filed June 10, 2022 Filed by