~ Debt financing further extends maturity profile ~

DELRAY BEACH, Fla., August 15, 2022 /PRNewswire/ — UpHealth, Inc. (“UpHealth” or the “Company”) (NYSE: UPH), a global digital healthcare company providing technology platforms, infrastructure and services to modernize healthcare delivery and healthcare management, today announced the sale from $67.5 million Aggregate principal amount of a new series of floating rate senior secured convertible notes maturing December 15, 2025 (the “2025 Notes”) in a private placement transaction with an approximate issue $22.5 million in gross cash proceeds upon payment for a repurchase of $45.0 million of its 6.25% convertible senior notes due 2026. The 2025 Notes have a conversion price of $1.75 per share, representing a premium of 101% over the last closing price of UpHealth’s common stock.

The 2025 Notes will be UpHealth’s senior secured obligations and will accrue interest at a rate equal to the daily Overnight Secured Funding Rate (“SOFR”) plus 9.0% per annum, with a minimum rate of 10.5% per annum, payable quarterly in hindsight . The 2025 Notes are due on December 15, 2025, unless previously redeemed, redeemed or converted. Holders have the right to convert their 2025 Notes at any time. UpHealth will settle conversions in shares of its common stock only, with the exception of cash payments in lieu of fractional shares.

“We are pleased to announce this milestone transaction. Importantly, the proceeds of this offering will be used to repay the outstanding Seller Notes, which mature on September 1, 2022and provide us with the liquidity to execute our growth plans,” he commented Martin Beck, CFO of UpHealth. “This transaction gives us more than three years before all major debt matures while maintaining full leverage of the company.”

The 2025 Notes have been offered by way of a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and, together with the underlying common stock of the 2025 Notes, have not registered under the Securities Act or applicable state securities laws. Accordingly, the 2025 Notes and underlying common stock may not be offered, sold, pledged or otherwise transferred except to a qualified institutional buyer (within the meaning of Rule 144A of the Securities Act) pursuant to a valid registration statement under the Securities Act or an applicable exemption by the registration requirements of the Securities Act and applicable state securities laws.

Oppenheimer & Co Inc. acted as exclusive placement agent for the 2025 Notes.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor is there a sale of these securities in any country or jurisdiction in which such offer, solicitation or sale prior to registration or qualification would be unlawful under the securities laws of any such state or jurisdiction.

About UpHealth, Inc.

UpHealth is a global digital healthcare company that provides digital-first technology, infrastructure and services to dramatically improve healthcare delivery and management. The UpHealth platform creates digitally-enabled “care communities” that improve access and achieve better patient outcomes at lower costs through digital health solutions and interoperability tools that serve patients anywhere in their native language. UpHealth’s customers include global governments, healthcare plans, healthcare providers and community-based organizations. For more information, please visit https://uphealthinc.com and follow us at @UpHealthInc on Twitter and UpHealth Inc on LinkedIn.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the US federal securities laws. Such forward-looking statements include, but are not limited to, statements regarding payments under the terms of UpHealth’s debt obligations and the conversion or maturity of those debts. All statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In addition, all statements that relate to predictions, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “possible”, “potential” ” predict,” “forecast,” “should,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on certain assumptions and analyzes made by UpHealth’s management in light of their respective experiences and perceptions of historical trends, current conditions and anticipated future developments and their potential impact on UpHealth other than other factors that they believe to be relevant under the circumstances keep appropriate. There can be no assurance that future developments affecting UpHealth will meet expectations. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions that could cause actual results or performance to differ materially from those expressed or implied by these forward-looking statements, including the UpHealth’s ability to service or otherwise pay its debt obligations, the mix of services consumed by UpHealth’s customers and those customers’ needs for those services, market acceptance of new service offerings, UpHealth’s ability to expand its services for existing ones customers, as well as adding new customers, that UpHealth has sufficient capital to operate as expected and the impact of the novel coronavirus and the COVID-19 disease that it causes, and government responses to address de The spread of this disease and the reopening of economies that have been closed under these measures may affect UpHealth’s operations, demand for UpHealth products, global supply chains and economic activity generally. Should one or more of these risks or uncertainties materialize, or should any of the assumptions made prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

Investor Relations:
Shannon Devine (MZ North America)
Managing Director
[email protected]

Media Inquiries:
Kelsie Aziz (ketchum)
Vice President, Financial Communications
[email protected]

SOURCE UpHealth, Inc.

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