(Amendment No 3)
The following constitutes Amendment No. 3 to Schedule 13D filed by the Reporting Person. This Amendment No. 3 modifies Appendix 13D as specifically stated herein:
Item 4. Purpose of Transaction.
Section 4 of the Reporting Person’s Schedule 13D, as amended, is hereby further amended by adding the following:
On June 21, 2022, Jeffery Bray sent UpHealth, Inc. a “Notice of Intent to Nominate Individuals for Election to the Board of Directors” (the “Notice of Intent to Nominate”) in which Mr. Bray informed the Company of its intention to nominate three specific persons, Martin Angle, Harpal Sandhu and William Owens, for election as directors of the Company at its 2022 annual meeting of shareholders of the Company and any adjournment or postponement thereof, as described in the preliminary proxy statement filed with the SEC on June 21, 2022 (the “2022 Annual Meeting”). The Notice of Intent to Appoint provided a detailed description of the appointees’ respective backgrounds and qualifications relating to their potential service as directors of the Company. A copy of the Notice of Intent to Appoint is included as Exhibit 99.5 in Section 7 of this Amendment No. 3 and is incorporated by reference as if fully restated herein. Mr. Bray has sent the Notice of Intent to Appoint in the event that: (i) the 2022 Annual Meeting is properly postponed or adjourned, as required by the fiduciary duties of the Board of Directors to permit the calling of the extraordinary meeting of shareholders of the Company called by Chirinjeev Kathuria, in his capacity as Co-president of the board of directors of the Company, to consider the approval and adoption by the shareholders of the Company of the amendment to section 3.2 of the amended and restated articles of association of the Company, as set out in amendment n ° 1 of Schedule 13D filed by the reporting person with the SEC on June 3, 2022; and (ii) the amendment to the articles of association is approved and adopted.
On June 23, 2022, the Delaware court held the preliminary injunction hearing referred to in Amendment No. 2 to Schedule 13D filed by the Reporter with the SEC on June 10, 2022. On June 24, 2022, the Delaware court granted the plaintiffs motion for a preliminary injunction ordering the annual meeting. The Delaware court found that the plaintiffs had a reasonable likelihood of success in their claim that the defendants breached their fiduciary duty by amending the articles of association to reduce the majority quorum to a third. The Delaware court also found that the plaintiffs did not have a reasonable likelihood of success regarding their allegation that the defendants breached the articles of association by refusing to allow Dr. Kathuria to call the special meeting of shareholders, and the assertion that the defendants breached their fiduciary duties with respect to the disclosures made in the Company’s May 31, 2022 form 8-K because the complaint is mentioned by the company’s form dated June 10, 2022 8-K. The Delaware court further found that the plaintiffs satisfied the other elements of a preliminary injunction, specifically irreparable harm and balancing of actions. Therefore, the annual meeting is prohibited pending a trial of the claims on their merits. The Delaware court granted the defendants’ motion to compel not privileged materials, awarding attorneys’ fees in the amount of up to $5,000.
Item 7. Documents to be Filed as Exhibits.