Filing Details

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.  )*

CUSIP No.  91532B200

(1)

This Schedule 13D is filed by Lynrock Lake LP (the “Investment Manager”), Lynrock Lake Partners LLC (the “General Partner”) and Cynthia Paul (“Ms. Paul” and, with the Investment Manager and the General Partner, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

Lynrock Lake Master Fund LP (“Lynrock Fund”) directly holds Convertible Notes (as defined below) that are, after giving effect to the reduction of the number of shares that may be issued upon conversion described in Section 6, convertible into 901,310 shares of the common stock (“Common Stock”) of UpHealth, Inc. (the "Issuer"). The Investment Manager is the investment manager of Lynrock Fund, and pursuant to an investment management agreement, the Investment Manager has been delegated full voting and investment power over securities of the Issuer held by Lynrock Fund. Ms. Paul, the Chief Investment Officer of the Investment Manager and Sole Member of the General Partner, the general partner of the Investment Manager, may be deemed to exercise voting and investment power over securities of the Issuer held by Lynrock Fund.

(3)

This calculation is based on 17,161,024 shares of Common Stock outstanding as of August 9, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed with the Securities and Exchange Commission (“SEC”) on August 10, 2023 plus the number of shares of Common Stock that would be issued upon conversion of the Convertible Notes after giving effect to the limits upon issuance of common stock upon conversion in the applicable indentures.

CUSIP No.  91532B200

(1)	This Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

Lynrock Fund directly holds Convertible Notes that are, after giving effect to the reduction of the number of shares that may be issued upon conversion described in Section 6, convertible into 901,310 shares of Common Stock. The Investment Manager is the investment manager of Lynrock Fund, and pursuant to an investment management agreement, the Investment Manager has been delegated full voting and investment power over securities of the Issuer held by Lynrock Fund. Ms. Paul, the Chief Investment Officer of the Investment Manager and Sole Member of the General Partner, the general partner of the Investment Manager, may be deemed to exercise voting and investment power over securities of the Issuer held by Lynrock Fund.

(3)

This calculation is based on 17,161,024 shares of Common Stock outstanding as of August 9, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed with the SEC on August 10, 2023 plus the number of shares of Common Stock that would be issued upon conversion of the Convertible Notes after giving effect to the limits upon issuance of common stock upon conversion in the applicable indentures.

CUSIP No.  91532B200

(1)	This Schedule 13D is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

Lynrock Fund directly holds Convertible Notes that are, after giving effect to the reduction of the number of shares that may be issued upon conversion described in Section 6, convertible into 901,310 shares of Common Stock. The Investment Manager is the investment manager of Lynrock Fund, and pursuant to an investment management agreement, the Investment Manager has been delegated full voting and investment power over securities of the Issuer held by Lynrock Fund. Ms. Paul, the Chief Investment Officer of the Investment Manager and Sole Member of the General Partner, the general partner of the Investment Manager, may be deemed to exercise voting and investment power over securities of the Issuer held by Lynrock Fund.

(3)

This calculation is based on 17,161,024 shares of Common Stock outstanding as of August 9, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed with the SEC on August 10, 2023 plus the number of shares of Common Stock that would be issued upon conversion of the Convertible Notes after giving effect to the limits upon issuance of common stock upon conversion in the applicable indentures.

The class of equity security to which this statement on Schedule 13D relates is the Common Stock, par value $0.0001 per share (“Common Stock”) of UpHealth, Inc., a Delaware corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 14000 S. Military Trail, Suite 203, Delray Beach, FL 33484.  Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 2.  Identity and Background

Item 3.  Source and Amount of Funds or Other Consideration

All of the Convertible Notes reported herein were purchased by Lynrock Fund between August 2021 and August 2022.  The source of the capital to purchase such securities was Lynrock Fund’s working capital, consisting of contributions from its general and limited partners (and which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).  The aggregate purchase price of the Convertible Notes is approximately $35,214,460, excluding brokerage commissions.

Item 4.  Purpose of Transaction

The Reporting Persons acquired Variable Rate Convertible Senior Secured Notes due 2025 (the “2025 Notes”) and 6.25% Convertible Senior Notes due 2026 (the “2026 Notes” and, together with the 2025 Notes, collectively, the “Convertible Notes”) reported herein for investment purposes, and such acquisitions were made in the Reporting Persons’ ordinary course of business.  The Reporting Persons filed an initial Schedule 13G with the Securities and Exchange Commission (the “SEC”) on February 14, 2023 (the “Schedule 13G”).

The Reporting Persons are filing this Schedule 13D to supersede their prior filing on Schedule 13G.  On September 19, 2023, UpHealth Holdings, Inc., a wholly owned direct subsidiary of the Issuer, filed a voluntary petition for relief under the Chapter 11 of the U.S. Bankruptcy Code for the District of Delaware (the “Petition”). Following the filing of the Petition, the Reporting Persons expect to take efforts to attempt to preserve the value of the Convertible Notes or underlying Common Stock as the bankruptcy process continues.  The Reporting Persons may therefore engage in discussions with, among others, other holders of the Convertible Notes regarding a range of actions, transactions and restructurings, which could relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

The Reporting Persons may, in their sole discretion, depending on market conditions, an evaluation of the business and the prospects of the Issuer and other factors, dispose of the Convertible Notes, shares of  Common Stock or other securities convertible into, exchangeable for or referencing Common Stock or the Convertible Notes, purchase additional Convertible Notes, shares of Common Stock or other securities convertible into, exchangeable for or referencing the Common Stock  or Convertible Notes from time to time in the open market, in privately negotiated transactions or otherwise, including through potential hedging activities, subject to market conditions, legal and regulatory restrictions, and other factors.

Item 5.  Interest in Securities of the Issuer

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The indentures relating to the 2025 Notes and the 2026 Notes prohibit the Issuer from effecting the conversion of such Convertible Notes and the holder from converting any such Convertible Notes if the number of shares of Common Stock that may be issued upon conversion to the holder of such Convertible Notes if, following the conversion, the holder or any “Attribution Parties” would beneficially own in excess of the “maximum percentage” of the Common Stock.  The maximum percentage was initially set at 9.99%, but a holder may reduce the applicable maximum percentage.  On September 22, 2023, the Lynrock Fund delivered a notice to the Issuer to reduce the applicable maximum percentage to 4.99%.  Each indenture defines “Attribution Parties” to mean, collectively, the following persons and entities: (i) any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the issue date of the notes, directly or indirectly managed or advised by a holder’s investment manager or any of its affiliates or principals, (ii) any direct or indirect affiliates of such holder or any of the foregoing, (iii) any person acting or who could be deemed to be acting as a “group,” (as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended or Rule 13d-5 thereunder) together with such holder or any of the foregoing and (iv) any other persons whose beneficial ownership of the Common Stock would or could be aggregated with such holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act.

As a minority member of GigAcquisitions2, LLC, Lynrock Fund may receive a distribution of up to 188,023 shares of Common Stock and warrants that allow for the purchase upon exercise of up to 20,000 shares of Common Stock, if and when the manager of GigAcquisitions2, LLC determines that any such distribution can be made.

Item 7.  Material to be Filed as Exhibits

A.	Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

B.	Indenture, dated June 9, 2021, by and between UpHealth, Inc. and Wilmington Trust, National Association, a national banking association, in its capacity as trustee thereunder (incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K/A filed with the SEC on June 15, 2021).

C.

Indenture, dated August 18, 2022, by and between UpHealth, Inc. and Wilmington Trust, National Association, a national banking association, in its capacity as trustee thereunder (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on August 19, 2022).

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.

Dated:  September 26, 2023

Exhibit(s):

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of UpHealth, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.

Dated:  September 26, 2023