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)
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| Delaware | | 83-3838045 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification Number) |
14000 S. Military Trail, Suite 203
Delray Beach, FL 33484
Tel: (312) 618-1322
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
2021 Equity Incentive Plan
(Full title of the plan)
Dr. Ramesh Balakrishnan
Chief Executive Officer
UpHealth, Inc.
14000 S. Military Trail, Suite 203
Delray Beach, Florida 33484
Tel: (312) 618-1322
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Jeffrey C. Selman, Esq.
DLA Piper LLP (US)
555 Mission Street, Suite 2400
San Francisco, CA 94105
(415) 615-6095
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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| Large accelerated filer | | ☐ | Accelerated filer | | ☐ |
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| | | Smaller reporting company | | ☒ |
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| Non-accelerated filer | | ☒ | Emerging growth company | | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement has been filed by UpHealth, Inc. (the “Registrant”) to register 7,213,948 additional shares of common stock, par value $0.0001 per share (“Common Stock”) of UpHealth, Inc., to be offered pursuant to the 2021 Equity Incentive Plan (the “Plan”).
Initial shares of the Plan were registered pursuant to that Registration Statement on Form S-8 (File No. 333-258735), filed with the Securities and Exchange Commission (the “Commission”) on August 12, 2021 (the “2021 Registration Statement”). Pursuant to General Instruction E to Form S-8 regarding registration of additional securities, the entire contents of the 2021 Registration Statement are incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kolkata, India, on this 5th day of July, 2022.
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| UPHEALTH, INC. |
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| By: | | /s/ Dr. Ramesh Balakrishnan |
| Name: | | Dr. Ramesh Balakrishnan |
| Title: | | Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Dr. Ramesh Balakrishnan and Martin Beck and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
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| Name | | Title | | Date |
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| /s/ Dr. Ramesh Balakrishnan | | Chief Executive Officer | | July 5, 2022 |
Dr. Ramesh Balakrishnan | | (Principal Executive Officer) | | |
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| /s/ Martin S. A. Beck | | Chief Financial Officer | | July 5, 2022 |
Martin S. A. Beck | | (Principal Financial and Accounting Officer) | | |
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| /s/ Dr. Avi S. Katz | | Chairman of the Board of Directors | | July 5, 2022 |
| Dr. Avi S. Katz | | | | |
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| /s/ Dr. Chirinjeev Kathuria | | Director | | July 5, 2022 |
| Dr. Chirinjeev Kathuria | | | | |
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| /s/ Moshe Bar-Siman-Tov | | Director | | July 5, 2022 |
| Moshe Bar-Siman-Tov | | | | |
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| /s/ Dr. Raluca Dinu | | Director | | July 5, 2022 |
| Dr. Raluca Dinu | | | | |
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| /s/ Nathan Locke | | Director | | July 5, 2022 |
| Nathan Locke | | | | |
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| /s/ Neil Miotto | | Director | | July 5, 2022 |
| Neil Miotto | | | | |
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| /s/ Dr. Mariya Pylypiv | | Director | | July 5, 2022 |
| Dr. Mariya Pylypiv | | | | |
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| /s/ Agnès Rey-Giraud | | Director | | July 5, 2022 |
| Agnès Rey-Giraud | | | | |
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| /s/ Jerome Ringo | | Director | | July 5, 2022 |
| Jerome Ringo | | | | |