GIX GigCapital2 Inc

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.

  NAMES OF REPORTING PERSONS

  Jeffery R. Bray

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☒        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  5,039,178

  SHARED VOTING POWER

  67,398,629

  SOLE DISPOSITIVE POWER

  5,039,178

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  72,437,807

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☒

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  50.33%

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

  NAMES OF REPORTING PERSONS

  Alexandra Bray

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☒        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  475,504

  SOLE DISPOSITIVE POWER

  475,504

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  475,504

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☒

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.3%

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

  NAMES OF REPORTING PERSONS

  Jeffery R. Bray, Custodian, Samantha Josephine Bray UTMA

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☒        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  475,504

  SOLE DISPOSITIVE POWER

  475,504

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  475,504

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☒

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.3%

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

  NAMES OF REPORTING PERSONS

  Jeffery R. Bray, Custodian, Anais Alexandra Bray UTMA

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☒        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  475,504

  SOLE DISPOSITIVE POWER

  475,504

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  475,504

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☒

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.3%

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

  NAMES OF REPORTING PERSONS

John Parsons, Trustee of The Anais Bray Protective Irrevocable Trust, The Bray Descendants Trust and The Samantha Bray Protective Irrevocable Trust

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  6,478,997

  SOLE DISPOSITIVE POWER

  6,478,997

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  6,478,997

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☒

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  4.5%

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

  NAMES OF REPORTING PERSONS

  The Anais Bray Protective Irrevocable Trust

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☒        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Utah

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,699,582

  SOLE DISPOSITIVE POWER

  2,699,582

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,699,582

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☒

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  1.9%

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

  NAMES OF REPORTING PERSONS

  The Bray Descendants Trust

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☒        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Utah

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  1,079,833

  SOLE DISPOSITIVE POWER

  1,079,833

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,079,833

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☒

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.8%

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

  NAMES OF REPORTING PERSONS

  The Samantha Bray Protective Irrevocable Trust

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☒        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Utah

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  2,699,582

  SOLE DISPOSITIVE POWER

  2,699,582

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,699,582

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☒

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  1.9%

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

  NAMES OF REPORTING PERSONS

  Jacque Butler

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☒        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  1,403,804

  SOLE DISPOSITIVE POWER

  1,403,804

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,403,804

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☒

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  1.0%

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

  NAMES OF REPORTING PERSONS

  Alfonso Gatmaitan

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☒        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  1,183,460

  SOLE DISPOSITIVE POWER

  1,183,460

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  1,183,460

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☒

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.8%

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

  NAMES OF REPORTING PERSONS

  Azfar M. Malik, M.D.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☒        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  962,458

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  962,458

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  962,458

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☒

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.7%

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

  NAMES OF REPORTING PERSONS

  AM Physicians LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☒        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Missouri

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  962,458

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  962,458

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  962,458

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☒

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0.7%

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

Purpose of Transaction.

The Board of Directors of UpHealth (the “Board”): (i) has accepted the resignation of Moshe Bar-Siman-Tov as a director, (ii) has appointed CEO Samuel Meckey as a Class I director to fill the vacancy created by Mr. Bar-Siman-Tov, (iii) has approved a process using the independent firm of Heidrick & Struggles (“H&S”) to identify director candidates for appointment to the Board as Class I directors to fill the vacancies that will result from the proposed resignations of Neil Miotto and Jerome Ringo (such two individuals, upon such appointment, together with Mr. Meckey, shall constitute the “New Class I Directors”), and (iv) will approve the nomination of the New Class I Directors for election to the Board as Class I directors at the 2022 Annual Meeting, with such slate consisting of the New Class I Directors to supersede and replace the slate previously nominated by the Board in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on May 31, 2022 that was comprised of Neil Miotto, Raluca Dinu, and Agnes Rey-Giraud.

Plaintiffs, including Plaintiff Jeffery Bray who holds an irrevocable proxy to vote all of the shares of common stock beneficially owned by the parties to the Voting Agreement, (i) agree to vote in favor of the New Class I Directors for election at the 2022 Annual Meeting, (ii) otherwise agree not to nominate a competing slate of directors at the 2022 Annual Meeting, support any other director candidates at the 2022 Annual Meeting, and/or block quorum at the 2022 Annual Meeting, and (iii) agree that the nomination window for the 2022 Annual Meeting is closed.

The Board shall appoint the New Class I Directors to the Board, to the extent that they are not yet appointed to the Board, nominate the New Class I Directors for election at the 2022 Annual Meeting, and otherwise shall not reclassify any existing director for election at the 2022 Annual Meeting.

Plaintiffs, including Mr. Bray who holds an irrevocable proxy to vote all of the shares of common stock beneficially owned by the parties to the Voting Agreement, shall vote in favor of the New Class I Directors for election at the 2022 Annual Meeting, and otherwise shall not nominate a slate of directors at the 2022 Annual Meeting, support any director nominees other than the New Class I Directors, and/or block quorum at the 2022 Annual Meeting.

All claims, counterclaims, and third-party claims are dismissed with prejudice and without costs or attorneys’ fees of any kind, and the Injunction Order of June 24, 2022 shall be lifted upon entry of the Stipulation and Order.

Material to be Filed as Exhibits.

Exhibit 99.5: