SEC Form SC 13D filed by UpHealth Inc.
$UPH
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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 Telephone Number of Person Authorized to Receive Notices and Communications) November 16, 2023 | ||
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. | ||
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 91532B200 1 | ||||||||||||||||||||
| (1) | NAMES OF REPORTING PERSONS Martin Beck | |||||||||||||||||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) ☒ (b) ☐ | ||||||||||||||||||
| (3) | SEC USE ONLY | |||||||||||||||||||
| (4) | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO | |||||||||||||||||||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ☐ | ||||||||||||||||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||||||||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | SOLE VOTING POWER 34,614 | ||||||||||||||||||
| (8) | SHARED VOTING POWER 308,372 | |||||||||||||||||||
| (9) | SOLE DISPOSITIVE POWER 34,614 | |||||||||||||||||||
| (10) | SHARED DISPOSITIVE POWER 308,372 | |||||||||||||||||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 220,778 | |||||||||||||||||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☒ | ||||||||||||||||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% 2 | |||||||||||||||||||
| (14) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |||||||||||||||||||
1 On December 5, 2022, UpHealth, Inc., a Delaware corporation (the “Company”), effected a 10:1 reverse split of the outstanding shares of the common stock, par value $0.0001 per share, of the Company (“Common Stock”), such that each ten shares of Common Stock were combined and reconstituted into one share of Common Stock effective December 8, 2022. In connection with the reverse stock split, the CUSIP number of the Common Stock was changed to 91532B200. Except as noted, all share, stock option, restricted stock unit (“RSU”), and per share information throughout this statement has been retroactively adjusted to reflect this reverse stock split.
2 Calculations of percentage ownership in this Schedule 13D are based upon a total of 17,775,498 shares of Common Stock issued and outstanding as of November 17, 2023, as reported in the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2023.
Page 1 of 11 Pages
CUSIP No. 91532B200 | ||||||||||||||||||||
| (1) | NAMES OF REPORTING PERSONS Rewi Enterprises LLC | |||||||||||||||||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) ☒ (b) ☐ | ||||||||||||||||||
| (3) | SEC USE ONLY | |||||||||||||||||||
| (4) | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO | |||||||||||||||||||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ☐ | ||||||||||||||||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||||||||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | SOLE VOTING POWER 0 | ||||||||||||||||||
| (8) | SHARED VOTING POWER 186,164 | |||||||||||||||||||
| (9) | SOLE DISPOSITIVE POWER 0 | |||||||||||||||||||
| (10) | SHARED DISPOSITIVE POWER 186,164 | |||||||||||||||||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 186,164 | |||||||||||||||||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | ||||||||||||||||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% | |||||||||||||||||||
| (14) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | |||||||||||||||||||
Page 2 of 11 Pages
CUSIP No. 91532B200 | ||||||||||||||||||||
| (1) | NAMES OF REPORTING PERSONS TTC Healthcare Partners, LLC | |||||||||||||||||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) ☒ (b) ☐ | ||||||||||||||||||
| (3) | SEC USE ONLY | |||||||||||||||||||
| (4) | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO | |||||||||||||||||||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ☐ | ||||||||||||||||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||||||||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | SOLE VOTING POWER 0 | ||||||||||||||||||
| (8) | SHARED VOTING POWER 122,208 | |||||||||||||||||||
| (9) | SOLE DISPOSITIVE POWER 0 | |||||||||||||||||||
| (10) | SHARED DISPOSITIVE POWER 122,208 | |||||||||||||||||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 122,208 | |||||||||||||||||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | ||||||||||||||||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% | |||||||||||||||||||
| (14) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | |||||||||||||||||||
Page 3 of 11 Pages
CUSIP No. 91532B200 | ||||||||||||||||||||
| (1) | NAMES OF REPORTING PERSONS Dr. Avi S. Katz | |||||||||||||||||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) ☒ (b) ☐ | ||||||||||||||||||
| (3) | SEC USE ONLY | |||||||||||||||||||
| (4) | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO; PF | |||||||||||||||||||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ☐ | ||||||||||||||||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||||||||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | SOLE VOTING POWER 12,763 | ||||||||||||||||||
| (8) | SHARED VOTING POWER 500,555 | |||||||||||||||||||
| (9) | SOLE DISPOSITIVE POWER 12,763 | |||||||||||||||||||
| (10) | SHARED DISPOSITIVE POWER 500,555 | |||||||||||||||||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 513,318 | |||||||||||||||||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | ||||||||||||||||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% | |||||||||||||||||||
| (14) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |||||||||||||||||||
Page 4 of 11 Pages
CUSIP No. 91532B200 | ||||||||||||||||||||
| (1) | NAMES OF REPORTING PERSONS GigAcquisitions2, LLC | |||||||||||||||||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) ☒ (b) ☐ | ||||||||||||||||||
| (3) | SEC USE ONLY | |||||||||||||||||||
| (4) | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO; PF | |||||||||||||||||||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ☐ | ||||||||||||||||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||||||||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | SOLE VOTING POWER 0 | ||||||||||||||||||
| (8) | SHARED VOTING POWER 500,555 | |||||||||||||||||||
| (9) | SOLE DISPOSITIVE POWER 0 | |||||||||||||||||||
| (10) | SHARED DISPOSITIVE POWER 500,555 | |||||||||||||||||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500,555 | |||||||||||||||||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | ||||||||||||||||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8% | |||||||||||||||||||
| (14) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | |||||||||||||||||||
Page 5 of 11 Pages
CUSIP No. 91532B200 | ||||||||||||||||||||
| (1) | NAMES OF REPORTING PERSONS Dr. Raluca Dinu | |||||||||||||||||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) ☒ (b) ☐ | ||||||||||||||||||
| (3) | SEC USE ONLY | |||||||||||||||||||
| (4) | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO | |||||||||||||||||||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ☐ | ||||||||||||||||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||||||||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | SOLE VOTING POWER 12,783 | ||||||||||||||||||
| (8) | SHARED VOTING POWER 0 | |||||||||||||||||||
| (9) | SOLE DISPOSITIVE POWER 12,783 | |||||||||||||||||||
| (10) | SHARED DISPOSITIVE POWER 0 | |||||||||||||||||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,783 | |||||||||||||||||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | ||||||||||||||||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% | |||||||||||||||||||
| (14) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |||||||||||||||||||
Page 6 of 11 Pages
CUSIP No. 91532B200 | ||||||||||||||||||||
| (1) | NAMES OF REPORTING PERSONS Agnes Rey-Giraud | |||||||||||||||||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) ☒ (b) ☐ | ||||||||||||||||||
| (3) | SEC USE ONLY | |||||||||||||||||||
| (4) | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO; PF | |||||||||||||||||||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ☐ | ||||||||||||||||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||||||||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | SOLE VOTING POWER 13,283 | ||||||||||||||||||
| (8) | SHARED VOTING POWER 0 | |||||||||||||||||||
| (9) | SOLE DISPOSITIVE POWER 13,283 | |||||||||||||||||||
| (10) | SHARED DISPOSITIVE POWER 0 | |||||||||||||||||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,283 | |||||||||||||||||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | ||||||||||||||||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% | |||||||||||||||||||
| (14) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |||||||||||||||||||
Page 7 of 11 Pages
CUSIP No. 91532B200 | ||||||||||||||||||||
| (1) | NAMES OF REPORTING PERSONS Nathan Locke | |||||||||||||||||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) ☒ (b) ☐ | ||||||||||||||||||
| (3) | SEC USE ONLY | |||||||||||||||||||
| (4) | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO | |||||||||||||||||||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ☐ | ||||||||||||||||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||||||||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | SOLE VOTING POWER 12,783 | ||||||||||||||||||
| (8) | SHARED VOTING POWER 0 | |||||||||||||||||||
| (9) | SOLE DISPOSITIVE POWER 12,783 | |||||||||||||||||||
| (10) | SHARED DISPOSITIVE POWER 0 | |||||||||||||||||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,783 | |||||||||||||||||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | ||||||||||||||||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% | |||||||||||||||||||
| (14) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |||||||||||||||||||
Page 8 of 11 Pages
CUSIP No. 91532B200 | ||||||||||||||||||||
| (1) | NAMES OF REPORTING PERSONS Luis Machuca | |||||||||||||||||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) ☒ (b) ☐ | ||||||||||||||||||
| (3) | SEC USE ONLY | |||||||||||||||||||
| (4) | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO | |||||||||||||||||||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ☐ | ||||||||||||||||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||||||||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | SOLE VOTING POWER 20,203 | ||||||||||||||||||
| (8) | SHARED VOTING POWER 0 | |||||||||||||||||||
| (9) | SOLE DISPOSITIVE POWER 20,203 | |||||||||||||||||||
| (10) | SHARED DISPOSITIVE POWER 0 | |||||||||||||||||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,203 | |||||||||||||||||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | ||||||||||||||||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% | |||||||||||||||||||
| (14) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |||||||||||||||||||
Page 9 of 11 Pages
CUSIP No. 91532B200 | ||||||||||||||||||||
| (1) | NAMES OF REPORTING PERSONS Mark Guinan | |||||||||||||||||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) ☒ (b) ☐ | ||||||||||||||||||
| (3) | SEC USE ONLY | |||||||||||||||||||
| (4) | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO | |||||||||||||||||||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ☐ | ||||||||||||||||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||||||||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | SOLE VOTING POWER 20,203 | ||||||||||||||||||
| (8) | SHARED VOTING POWER 0 | |||||||||||||||||||
| (9) | SOLE DISPOSITIVE POWER 20,203 | |||||||||||||||||||
| (10) | SHARED DISPOSITIVE POWER 0 | |||||||||||||||||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,203 | |||||||||||||||||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | ||||||||||||||||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% | |||||||||||||||||||
| (14) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |||||||||||||||||||
Page 10 of 11 Pages
CUSIP No. 91532B200 | ||||||||||||||||||||
| (1) | NAMES OF REPORTING PERSONS Jay Jennings | |||||||||||||||||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) ☒ (b) ☐ | ||||||||||||||||||
| (3) | SEC USE ONLY | |||||||||||||||||||
| (4) | SOURCE OF FUNDS (SEE INSTRUCTIONS) OO | |||||||||||||||||||
| (5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ☐ | ||||||||||||||||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||||||||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | (7) | SOLE VOTING POWER 19,420 | ||||||||||||||||||
| (8) | SHARED VOTING POWER 0 | |||||||||||||||||||
| (9) | SOLE DISPOSITIVE POWER 19,420 | |||||||||||||||||||
| (10) | SHARED DISPOSITIVE POWER 0 | |||||||||||||||||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,420 | |||||||||||||||||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | ||||||||||||||||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% | |||||||||||||||||||
| (14) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |||||||||||||||||||
Page 11 of 11 Pages
SCHEDULE 13D
(Amendment No. __)
Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.0001 per share (the “Common Stock”), of UpHealth, Inc., a Delaware corporation (the “Company”), whose principal executive offices are located at 14000 S. Military Trail, Suite 203, Delray Beach, FL 33484.
Item 2. Identity and Background.
(a)This statement is being filed on behalf of:
(1)Martin Beck (“Mr. Beck”), the Company’s Chief Executive Officer and a member of the Company’s board of directors.
(2)Rewi Enterprises LLC, a Delaware limited liability company (“Rewi Enterprises”), a private investment entity of which Mr. Beck is the sole member.
(3)TTC Healthcare Partners, LLC, a Delaware limited liability company (“TTC Partners”), a private investment entity of which Mr. Beck is an equity owner and chairman of the board of directors.
(4)Dr. Avi S. Katz (“Dr. Katz”), the Chairman of the Company’s board of directors.
(5)GigAcquisitions2, LLC, a Delaware limited liability company (“GigAcquisitions2”), a private investment entity with numerous members and of which Dr. Katz is the sole manager but is not a member.
(6)Dr. Raluca Dinu (“Dr. Dinu”), a member of the Company’s board of directors.
(7)Agnes Rey-Giraud (“Ms. Rey-Giraud”), a member of the Company’s board of directors.
(8)Nathan Locke (“Mr. Locke”), a member of the Company’s board of directors.
(9)Luis Machuca (“Mr. Machuca”), a member of the Company’s board of directors.
(10)Mark Guinan (“Mr. Guinan”), a member of the Company’s board of directors.
(11)Jay Jennings, the Company’s Chief Financial Officer (“Mr. Jennings” and, collectively with each of the other persons named in response to this Item 2(a), the “Reporting Persons”).
(b)The address of Drs. Katz and Dinu and GigAcquisitions2 is 1731 Embarcadero Road, Suite 200, Palo Alto, CA 94303. The address of each of the other Reporting Persons is 14000 S. Military Trail, Suite 203, Delray Beach, FL 33484.
(c)Mr. Beck serves as the Chief Executive Officer of the Company and as a member of the Company’s board of directors. Dr. Katz is the Chairman of the Company’s board of directors and the manager of GigAcquisitions2. Dr. Dinu, Ms. Rey-Giraud and Messrs. Locke, Machuca and Guinan serve as members of the Company’s board of directors. Jay Jennings serves as the Company’s Chief Financial Officer.
(d)During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)Each of Messrs. Beck, Locke, Machuca, Guinan and Jennings, Drs. Katz and Dinu and Ms. Rey-Giraud is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The share and per share information provided in this paragraph of Item 3 has not been retroactively adjusted for the reverse stock split. On March 12, 2019, GigAcquisitions2 purchased 2,378,125 shares of Common Stock for an aggregate purchase price of $23,781.25, or $0.01 per share. In April 2019, the Company effected a stock dividend of 0.493 shares of Common Stock for each outstanding share of Common Stock, resulting in GigAcquisitions2 holding an aggregate of 3,550,541 shares of Common Stock. On April 29, 2019, GigAcquisitions2 sold 68,041 shares to EarlyBirdCapital, Inc., a Delaware corporation, and certain of its affiliates, for an aggregate purchase price of $455.73, or $0.0067 per share, resulting in GigAcquisitions2 holding an aggregate of 3,482,500 shares of Common Stock. In June 2019, the Company effected a stock dividend of 0.1541 shares of Common Stock for each outstanding share of Common Stock, resulting in GigAcquisitions2 holding an aggregate of 4,019,153 shares of Common Stock as of June 30, 2021. On June 10, 2019 and June 13, 2019, GigAcquisitions2 purchased an aggregate of 481,250 units (“Private Placement Units”) at a price of $10.00 per unit in private placements that occurred concurrently and in connection with the Company’s initial public offering. Each Private Placement Unit consisted of one share of the Company’s Common Stock, one warrant, and one right to receive one-twentieth of a share of Common Stock upon the consummation of the Business Combination (as defined below).
The share and per share information provided in this paragraph of Item 3 has not been retroactively adjusted for the reverse stock split. Certain of the shares of Common Stock reported herein as beneficially owned by Mr. Beck, Rewi Enterprises and/or TTC Partners were acquired pursuant to a Business Combination Agreement, dated as of November 20, 2020, as amended, by and between the Company (f/k/a GigCapital2, Inc.), UpHealth Holdings, Inc., a Delaware corporation (“UpHealth Holdings”), and UpHealth Merger Sub, Inc., a Delaware corporation (such business combination agreement, the “BCA,” and such business combination, the “Business Combination”). The Business Combination closed on June 9, 2021 (the “Closing”). At the effective time of the Business Combination (the “Effective Time”), and subject to the terms and conditions of the BCA, each share of UpHealth Holdings common stock, without par value (the “UpHealth Holdings Stock”), was canceled and converted into the right to receive the number of shares of the Company’s Common Stock equal to the product of the number of shares of UpHealth Holdings Stock immediately prior to the Effective Time multiplied by 10.798327 without any additional consideration in connection with the consummation of the Business Combination. On June 9, 2021, in connection with the Closing and as consideration for the Business Combination, (i) 928,656 shares of Common Stock were issued to Rewi Enterprises (of which Mr. Beck is the sole member) and (ii) 3,495,419 shares of Common Stock were issued to TTC Partners (of which Mr. Beck is an equity owner and chairman of the board of directors).
The shares of Common Stock reported herein as beneficially owned by Mr. Beck and for which he holds sole voting and dispositive power, and all of the shares reported herein as beneficially owned by Mr. Jennings, were acquired upon the vesting of restricted stock units (“RSUs”) granted by the Company to each such individual in consideration for his service as an employee of the Company pursuant to the Company’s 2021 Equity Incentive Plan (the “2021 EIP”). All of the shares of Common Stock reported herein as beneficially owned by Messrs. Locke, Machuca and Guinan, Dr. Dinu and Ms. Rey-Giraud were acquired upon the vesting of RSUs granted by the Company to each such individual in consideration for their service as a member of the board of directors of the Company pursuant to the 2021 EIP, other than 500 shares of the Common Stock beneficially owned by Ms. Rey-Giraud which she purchased in the open market from third parties through a broker prior to joining the Company’s board of directors. All of the shares of Common Stock reported herein as beneficially owned by Dr. Katz and for which he holds sole voting and dispositive power were acquired by Dr. Katz upon the vesting of RSUs granted by the Company to Dr. Katz in consideration for his service as Chairman of the board of directors of the Company pursuant to the 2021 EIP, or through purchases of shares of Common Stock in the open market from third parties through a broker.
Mr. Beck serves as the Chief Executive Officer of the Company and as a member of the Company’s board of directors, Dr. Katz is the Chairman of the Company’s board of directors, Dr. Dinu, Ms. Rey-Giraud and Messrs. Locke, Machuca and Guinan serve as members of the Company’s board of directors and Mr. Jennings serves as the Company’s Chief Financial Officer, and each, in such capacity, may have influence over the corporate activities of the Company.
Item 4. Purpose of Transaction.
The information set forth in Item 6 of this Schedule 13D is incorporated herein by reference.
The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Company on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Company’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
Subject to the terms of the Voting Agreement (as defined in Item 6 herein), the Reporting Persons may acquire additional securities of the Company, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with management, the Company’s board of directors, and securityholders of the Company and other relevant parties or encourage, cause or seek to cause the Company or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or other transaction that could result in the de-listing or de-registration of the Common Stock; sales or acquisitions of assets or businesses; changes to the capitalization or distribution policy of the Company; or other material changes to the Company’s business or corporate structure, including changes in management or the composition of the board of directors. There can be no assurance, however, that any Reporting Person will propose such a transaction, that any proposed transaction would receive the requisite approvals from the respective governing bodies, as applicable, or that any such transaction would be successfully implemented.
Additionally, each of Messrs. Beck, Jennings, Locke, Machuca and Guinan, Drs. Katz and Dinu and Ms. Rey-Giraud may be awarded additional equity pursuant to the 2021 EIP in consideration for their service as executive officers and/or members of the board of directors of the Company as described in Item 2 herein.
Other than as described above and in Item 6, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, and subject to the terms of the Voting Agreement, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.
Item 5. Interest in Securities of the Issuer.
The information set forth in Item 6 is incorporated by reference in Items 5(a)–(d), as applicable.
(a)As of the date of this filing, the Reporting Persons beneficially own the following aggregate shares of Common Stock:
(1)Martin Beck beneficially owns an aggregate of 220,778 shares of Common Stock, or 1.2%. Mr. Beck (i) is the record owner of 34,614 shares of Common Stock, (ii) is the sole member of Rewi Enterprises and (iii) is an equity owner and chairman of the board of directors of TTC Partners. As a result, Mr. Beck may be deemed to have beneficial ownership of the 186,164 shares of Common Stock beneficially owned by Rewi Enterprises and the 122,208 shares of Common Stock beneficially owned by TTC Partners. Mr. Beck disclaims beneficial ownership of the shares held by TTC Partners.
(2)Rewi Enterprises beneficially owns an aggregate of 186,164 shares of Common Stock, or 1.0%. Mr. Beck is the sole member of Rewi Enterprises and, as a result, may be deemed to have beneficial ownership of the shares owned of record by Rewi Enterprises.
(3)TTC Partners beneficially owns an aggregate of 122,208 shares of Common Stock, or 0.7%. Mr. Beck is an equity owner and chairman of the board of directors of TTC Partners and, as a result, Mr. Beck may be deemed to have beneficial ownership of the shares owned of record by TTC Partners. Mr. Beck disclaims beneficial ownership of the shares held by TTC Partners.
(4)Dr. Avi S. Katz beneficially owns an aggregate of 513,318 shares of Common Stock, or 2.9%. Dr. Katz is the record owner of 12,763 shares of Common Stock and is the sole manager but is not a member of GigAcquisitions2 and, as a result, the 452,430 shares of Common Stock and 48,125 shares of Common Stock underlying warrants, all held by GigAcquisitions2, are beneficially owned by Dr. Katz.
(5)GigAcquisitions2 beneficially owns an aggregate of 452,430 shares of Common Stock and 48,125 shares of Common Stock underlying warrants, or 2.8%. Dr. Katz is the sole manager but is not a member of GigAcquisitions2. As a result, Dr. Katz beneficially owns the shares held by GigAcquisitions2.
(6)Dr. Raluca Dinu beneficially owns an aggregate of 12,783 shares of Common Stock, or 0.1%.
(7)Agnes Rey-Giraud beneficially owns an aggregate of 13,283 shares of Common Stock, or 0.1%.
(8)Nathan Locke beneficially owns an aggregate of 12,783 shares of Common Stock, or 0.1%.
(9)Luis Machuca beneficially owns an aggregate of 20,203 shares of Common Stock, or 0.1%.
(10)Mark Guinan beneficially owns an aggregate of 20,203 shares of Common Stock, or 0.1%.
(11)Jay Jennings beneficially owns an aggregate of 19,420 shares of Common Stock, or 0.1%.
As of the date of this filing, the members of the Stockholder Group, who, together with the Reporting Persons, comprise a group within the meaning of Section 13(d)(3) of the Act, beneficially own the shares of Common Stock as set forth next to their names:
| Stockholder Name | No. of Shares Beneficially Owned(1) | Percentage Ownership(2) | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | ||||||||||||||||||||||||||||||||
| Martin Beck | 220,778 | 1.2% | 34,614 | 308,372 | 34,614 | 308,372 | ||||||||||||||||||||||||||||||||
| Rewi Enterprises LLC | 186,164 | 1.0% | 0 | 186,164 | 0 | 186,164 | ||||||||||||||||||||||||||||||||
| TTC Healthcare Partners, LLC | 122,208 | 0.7% | 0 | 122,208 | 0 | 122,208 | ||||||||||||||||||||||||||||||||
| Dr. Avi S. Katz | 513,318 | 2.9% | 12,763 | 500,555 | 12,763 | 500,555 | ||||||||||||||||||||||||||||||||
| GigAcquisitions2, LLC | 500,555 | 2.8% | 0 | 500,555 | 0 | 500,555 | ||||||||||||||||||||||||||||||||
| Dr. Raluca Dinu | 12,783 | 0.1% | 12,783 | 0 | 12,783 | 0 | ||||||||||||||||||||||||||||||||
| Agnes Rey-Giraud | 13,283 | 0.1% | 13,283 | 0 | 13,283 | 0 | ||||||||||||||||||||||||||||||||
| Nathan Locke | 12,783 | 0.1% | 12,783 | 0 | 12,783 | 0 | ||||||||||||||||||||||||||||||||
| Luis Machuca | 20,203 | 0.1% | 20,203 | 0 | 20,203 | 0 | ||||||||||||||||||||||||||||||||
| Mark Guinan | 20,203 | 0.1% | 20,203 | 0 | 20,203 | 0 | ||||||||||||||||||||||||||||||||
| Jay Jennings | 19,420 | 0.1% | 19,420 | 0 | 19,420 | 0 | ||||||||||||||||||||||||||||||||
Mariya Pylypiv(3) | 677,580 | 3.8% | 677,580 | 0 | 677,580 | 0 | ||||||||||||||||||||||||||||||||
Chirinjeev Kathuria(3) | 3,853,991 | 21.7% | 3,853,991 | 0 | 3,853,991 | 0 | ||||||||||||||||||||||||||||||||
(1)Each Reporting Person expressly disclaims beneficial ownership of the shares of Common Stock beneficially owned by the other members of the Stockholder Group. The other members of the Stockholder Group have filed separate Schedule 13Ds
with respect to their interests. No Reporting Person is responsible for the completeness and accuracy of the information concerning any other members of the Stockholder Group.
(2)The beneficial ownership percentage used in this Schedule 13D is calculated based upon a total of 17,775,498 shares of Common Stock issued and outstanding as of November 17, 2023, as reported in the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2023.
(3)Drs. Kathuria and Pylypiv have pledged approximately 83,461 and 14,449 shares of Common Stock, respectively, to the Company to secure their obligations under an agreement executed by Drs. Kathuria and Pylypiv.
(b)The persons named in response to Item 5(a) above have the sole voting power, shared voting power, sole dispositive power, and shared dispositive power with respect to the Common Stock as set forth in Item 5(a).
(c)During the past 60 days, the Reporting Persons have effected the following transactions in the Common Stock: On November 21, 2023, Dr. Katz sold 280 shares of Common Stock in the open market to third parties through a broker, at a price per share of $0.40, as reported on the Form 4 filed November 22, 2023.
(d)To the best knowledge of each Reporting Person, no one other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein as beneficially owned by such Reporting Person.
(e)Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
On November 16, 2023, the Company agreed to sell 100% of the outstanding equity interests of its wholly-owned subsidiary, Cloudbreak Health, LLC, a Delaware limited liability company (“Cloudbreak”), to Forest Buyer, LLC, a Delaware limited liability company (“Buyer”) and an affiliate of GTCR LLC, a leading private equity firm, pursuant to a membership interests purchase agreement (the “Purchase Agreement”), dated November 16, 2023, by and among the Company, Cloudbreak and Buyer (the “Sale” and all of the transactions and agreements contemplated by the Purchase Agreement, collectively, the “Transactions”). The Transactions are expected to close (the “Closing”) on the date that is the third business day following the satisfaction or waiver of each of the conditions to Closing, but in no event prior to March 15, 2024, unless consented to in writing by the Company and Buyer. The Sale, if and when consummated, will constitute a sale or transfer of a material amount of assets of the Company.
Voting Agreement
In connection and concurrently with the execution of the Purchase Agreement, the Reporting Persons, in their capacity as stockholders of the Company and in order to confirm their support of the Transactions, entered into a voting and support agreement, dated November 16, 2023 (the “Voting Agreement”), with the Company, Buyer and certain other stockholders of the Company which are directors and/or executive officers (or an affiliate thereof) of the Company (the Reporting Persons and the other stockholders who are parties to the Voting Agreement shall be collectively referenced hereinafter as the “Stockholder Group”). The aggregate amount of shares of Common Stock beneficially owned by the Stockholder Group as described in Item 5(a) herein constitutes 30.9% of the issued and outstanding shares of Common Stock of the Company as of the date of this filing.
Pursuant to the Voting Agreement, the Stockholder Group has agreed, among other things, to vote (i) all of the shares of Common Stock owned of record or beneficially by held by them as of the date of the Voting Agreement and (ii) any additional shares of Common Stock or other voting securities of the Company acquired by the Stockholder Group or any of their respective affiliates prior to the record date for the special meeting of the Company’s stockholders to be held for the purpose of voting to approve the Transactions (the “Stockholder Meeting”), in favor of the approval of the Transactions and against any proposals that would reasonably be expected to result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company or Cloudbreak contained in the Purchase Agreement or result in any condition set forth in the Purchase Agreement not being satisfied or not being fulfilled prior to the Closing. Accordingly, the Voting Agreement relates to, and the agreement by the Stockholder Group to vote in favor of the approval of the Transactions in accordance therewith may result in, a sale or transfer of a material amount of assets of the Company.
The Voting Agreement provides that, if any member of the Stockholder Group (i) fails to comply with its obligations to return any proxy card or voting instructions it receives in respect of the Stockholder Meeting in accordance with the Voting Agreement or (ii) otherwise attempts to vote its shares of Common Stock or other securities that are subject to the Voting Agreement, in person or by proxy, in a manner that is inconsistent with its obligations under the Voting Agreement (each, a “Triggering Event”), such member of the Stockholder Group will be deemed, upon and as of the time of such Triggering Event, to irrevocably appoint as its proxy and attorney-in-fact the officers of Buyer, each of them individually, with full power of substitution and resubstitution, to vote such shares in accordance with the Voting Agreement.
The Voting Agreement restricts the ability of the Stockholder Group to transfer or sell shares of Common Stock, subject to certain limited exceptions. The obligations of the Stockholder Group under the Voting Agreement terminate automatically and without further action upon the earliest to occur of: (i) the valid termination of the Purchase Agreement in accordance with its terms, (ii) a change in
the recommendation of the board of directors of the Company that the Transactions be approved by the Company’s stockholders in a manner that is adverse to Buyer, as set forth in the Purchase Agreement, (iii) written notice of termination of the Voting Agreement by Buyer to the Stockholder Group or by mutual written agreement, (iv) the time that the Company has obtained the affirmative vote in favor of the Transactions by the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote thereon, voting together as a single class in person or by proxy at the Stockholder Meeting, and (v) the Closing.
The Reporting Persons or any of their affiliates may, subject to market conditions and other factors, purchase additional Common Stock in the open market, in privately negotiated transactions or otherwise, or sell or distribute in kind at any time all or a portion of the Common Stock now owned or hereafter acquired by them, except to the extent prohibited by the Voting Agreement as described above.
The foregoing is not a complete summary of the Voting Agreement and is qualified in its entirety by reference to the Voting Agreement, which is filed as Exhibit 99.1 in Item 7 hereto and incorporated by reference herein.
Item 7. Material to be Filed as Exhibits.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 27, 2023 MARTIN BECK
/s/ Martin Beck
REWI ENTERPRISES LLC
/s/ Martin Beck
Name: Martin Beck
Title: Founder and President
TTC HEALTHCARE PARTNERS, LLC
/s/ Martin Beck
Name: Martin Beck
Title: Manager
DR. AVI S. KATZ
/s/ Dr. Avi S. Katz
GIGACQUISITIONS2, LLC
/s/ Dr. Avi Katz
Name: Dr. Avi Katz
Title: Manager
DR. RALUCA DINU
/s/ Dr. Raluca Dinu
AGNES REY-GIRAUD
/s/ Agnes Rey-Giraud
NATHAN LOCKE
/s/ Nathan Locke
LUIS MACHUCA
/s/ Luis Machuca
MARK GUINAN
/s/ Mark Guinan
JAY JENNINGS
/s/ Jay Jennings