UpHealth, 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 million in aggregate principal amount of a new series of variable rate convertible senior secured notes due December 15, 2025 (the “2025 Notes”) in a private placement transaction. The transaction raised approximately $22.5 million in gross cash proceeds after paying for a repurchase of $45.0 million principal amount of its 6.25% convertible senior notes due 2026. The 2025 Notes are convertible into shares of UpHealth common stock at a conversion price of $1.75 per share, which represented a 101% premium over the closing price of UpHealth’s common stock on August 12, 2022, the date the subscription agreements providing for the sale of the 2025 Notes were executed.
The 2025 Notes were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and, along with the shares of common stock underlying the 2025 Notes, have not been registered under the Securities Act or applicable state securities laws. Accordingly, the 2025 Notes and the underlying shares of common stock may not be offered, sold, pledged or otherwise transferred except to a qualified institutional buyer (within the meaning Rule 144A under the Securities Act) pursuant to an effective Securities Act registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
Oppenheimer & Co Inc. served as exclusive placement agent for the 2025 Notes.
Source: Company Press Release
