Announcement • Aug 16
UpHealth, Inc. announced delayed 10-Q filing On 08/14/2026, UpHealth, Inc. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Announcement • May 16
UpHealth, Inc. announced delayed 10-Q filing On 05/15/2026, UpHealth, Inc. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Announcement • Apr 01
UpHealth, Inc. announced delayed annual 10-K filing On 03/31/2026, UpHealth, Inc. announced that they will be unable to file their next 10-K by the deadline required by the SEC. Announcement • Nov 15
UpHealth, Inc. announced delayed 10-Q filing On 11/14/2025, UpHealth, Inc. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Announcement • Aug 15
UpHealth, Inc. announced delayed 10-Q filing On 08/14/2025, UpHealth, Inc. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Announcement • May 16
UpHealth, Inc. announced delayed 10-Q filing On 05/15/2025, UpHealth, Inc. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Announcement • Apr 01
UpHealth, Inc. announced delayed annual 10-K filing On 03/31/2025, UpHealth, Inc. announced that they will be unable to file their next 10-K by the deadline required by the SEC. Announcement • Nov 15
UpHealth, Inc. announced delayed 10-Q filing On 11/14/2024, UpHealth, Inc. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Announcement • Aug 15
UpHealth, Inc. announced delayed 10-Q filing On 08/14/2024, UpHealth, Inc. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Announcement • May 17
UpHealth, Inc. announced delayed 10-Q filing On 05/15/2024, UpHealth, Inc. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Announcement • Apr 03
UpHealth, Inc. announced delayed annual 10-K filing On 04/02/2024, UpHealth, Inc. announced that they will be unable to file their next 10-K by the deadline required by the SEC. Announcement • Mar 18
GTCR LLC completed the acquisition of Cloudbreak Health, LLC from UpHealth, Inc. (NYSE:UPH). GTCR LLC entered into a membership interests purchase agreement to acquire Cloudbreak Health, LLC from UpHealth, Inc. (NYSE:UPH) for approximately $180 million on November 16, 2023. Monroe and Barings are providing debt financing support for the transaction. the sell side termination fee is $7.2 million. Transaction is subject to receipt of customary regulatory and stockholder approvals and closing conditions. As of Jan-24-2024 The board of directors of each of UpHealth, Cloudbreak and Buyer has unanimously approved the Sale and the other transactions and agreements contemplated by the Purchase Agreement. Transaction is expected to close in the first half of 2024. UpHealth will utilize the proceeds from the sale for payment in full or in part of the Company’s 2026 Unsecured and 2025 Secured Notes, as well as other expenses related to the transaction. Jeffrey C. Selman, John Maselli, Victoria Lee, Sarah Tauman and Michelle Lara of DLA Piper LLP (US) acted as legal advisor to UpHealth Inc. and Daniel A. Guerin, Neil K. Vohra, Ross M. Kwasteniet, Christopher S. Koenig, Rachael G. Coffey, Sanford E. Perl, Michael H. Weed, Aaron H. Lorber, Bernadette Coppola, Robert Goedert, Kevin Frank, Thomas J. Dobleman, Mike Carew and Polina Liberman of Kirkland & Ellis LLP acted as legal advisor to GTCR LLC.GTCR LLC completed the acquisition of Cloudbreak Health, LLC from UpHealth, Inc. (NYSE:UPH) on March 18, 2024. Announcement • Jan 19
NYSE Grants UpHealth's Request for A Hearing Before the CFR As previously disclosed in the Current Report on Form 8-K filed by UpHealth, Inc. with the Securities and Exchange Commission (the “ SEC ”) on December 13, 2023, on December 11, 2023, the UpHealth, Inc. received written notice from the staff of NYSE Regulation (the “ Staff ”) that, because the Company was no longer in compliance with the continued listing standard under Section 802.01B of the NYSE Listed Company Manual requiring listed companies to maintain an average global market capitalization over a consecutive 30 trading day period of at least $15,000,000 (the “ Market Capitalization Rule ”), the Staff has commenced proceedings to delist the common stock, par value $0.0001 per share, of the Company (the “ Common Stock ”), from the New York Stock Exchange (the “ NYSE ”), and suspended trading in the Common Stock pending the completion of such proceedings. As a result, the Common Stock commenced trading in the over-the-counter market on December 12, 2023. The Company on December 26, 2023 timely filed an appeal with the NYSE that the Common Stock remain listed on the NYSE and requested a hearing before the NYSE Regulatory Oversight Committee’s Committee for Review (the “ CFR ”). On January 12, 2024, the NYSE granted the Company’s request for a hearing before the CFR. At the CFR hearing, which is expected to take place on April 17, 2024, the Company will submit its plan to regain, and to sustain long-term, compliance with all applicable requirements for continued listing on the NYSE, including compliance with the Market Capitalization Rule. The delisting action by the Staff will be stayed pending the CFR hearing and the expiration of any additional extension period granted by the CFR following the hearing. The Company intends to continue to take definitive steps in an effort to evidence compliance with the Market Capitalization Rule and other NYSE continued listing requirements; however, there can be no assurance that the CFR will grant the Company’s request for continued listing or that the Company will be able to evidence compliance with the Market Capitalization Rule and other NYSE continued listing requirements at the time of the hearing or within any extension period that may be granted by the CFR. Announcement • Dec 28
Uphealth, Inc. Elects James Greene as Director On December 27, 2023, UpHealth, Inc. held its 2023 Annual Meeting of Stockholders, elected James Greene as director. Announcement • Dec 14
NYSE Regulation Determines to Commence Proceedings to Delist the UpHealth's Common Stock On December 11, 2023, UpHealth, Inc. (the “Company”) received written notice from the staff of NYSE Regulation (“NYSE Regulation”) that it has determined to commence proceedings to delist the common stock, par value $0.0001 per share, of the Company (the “Common Stock”), from the New York Stock Exchange (the “NYSE”) and that trading in the Common Stock was suspended immediately. NYSE Regulation reached its determination that the Company’s Common Stock is no longer suitable for listing because the Company had fallen below the continued listing standard of the NYSE requiring listed companies to maintain an average global market capitalization over a consecutive 30 trading day period of at least $15,000,000, pursuant to Section 802.01B of the NYSE Listed Company Manual. The NYSE will apply to the SEC to delist the Common Stock upon completion of all applicable procedures, which provide, among other things, that the Company has the right to appeal NYSE Regulation’s decision within 10 business days following receipt of notice thereof. The Company is evaluating its options with respect to the delisting proceedings, including whether to appeal the determination. If the Company does not appeal NYSE Regulation’s decision or its appeal is unsuccessful, it is expected that the Common Stock would be delisted from the NYSE. As a result of the suspension of trading of the Common Stock and the delisting proceedings, on December 12, 2023, the Common Stock commenced trading in the over-the-counter market. The over-the-counter market is a significantly more limited market than the NYSE, and quotation on the over-the-counter market likely results in a less liquid market for existing and potential stockholders of the Company to trade the Common Stock and could further depress the trading price of the Common Stock. The Company can provide no assurance that its Common Stock will continue to trade on this market, that broker-dealers will continue to provide public quotes of the Common Stock on this market, or that the trading volume of the Common Stock will be sufficient to provide for an efficient trading market. The transition of the Common Stock to the over-the-counter market will not affect the Company’s business operations or its reporting requirements under the rules of the SEC. Announcement • Dec 13
UpHealth, Inc., Annual General Meeting, Dec 27, 2023 UpHealth, Inc., Annual General Meeting, Dec 27, 2023, at 13:00 US Eastern Standard Time. Agenda: To elect three class ii directors to hold office until the 2026 annual meeting and until their respective successors are elected and qualified; to ratify the appointment of bpm llp as company's independent registered public accounting firm for the fiscal year ending December 31, 2023; and to transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting. Announcement • Nov 22
UpHealth, Inc. Reports Impairment of Goodwill, Intangible Assets, and Other Long-Lived Assets for the Third Quarter Ended September 30, 2023 UpHealth, Inc. reported impairment of goodwill, intangible assets, and other long-lived assets for the third quarter ended September 30, 2023. For the quarter, the company reported impairment of goodwill, intangible assets, and other long-lived assets of $41,217,000 against $106,096,000 a year ago. Announcement • Nov 17
GTCR LLC entered into a membership interests purchase agreement to acquire Cloudbreak Health, LLC from UpHealth, Inc. (NYSE:UPH) for approximately $180 million. GTCR LLC entered into a membership interests purchase agreement to acquire Cloudbreak Health, LLC from UpHealth, Inc. (NYSE:UPH) for approximately $180 million on November 16, 2023. Transaction is subject to receipt of customary regulatory and stockholder approvals and closing conditions. Transaction is expected to close in the first half of 2024. UpHealth will utilize the proceeds from the sale for payment in full or in part of the Company’s 2026 Unsecured and 2025 Secured Notes, as well as other expenses related to the transaction. DLA Piper LLP (US) acted as legal advisor to UpHealth, Inc. Announcement • Nov 15
UpHealth, Inc. announced delayed 10-Q filing On 11/14/2023, UpHealth, Inc. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Announcement • Sep 22
UpHealth, Inc.(NYSE:UPH) dropped from S&P TMI Index UpHealth, Inc.(NYSE:UPH) dropped from S&P TMI Index Price Target Changed • Sep 20
Price target increased by 11% to US$7.02 Up from US$6.33, the current price target is an average from 3 analysts. New target price is 616% above last closing price of US$0.98. Stock is down 83% over the past year. The company is forecast to post a net loss per share of US$2.60 next year compared to a net loss per share of US$15.17 last year. Major Estimate Revision • Aug 17
Consensus EPS estimates fall by 30%, revenue upgraded The consensus outlook for fiscal year 2023 has been updated. 2023 revenue forecast increased from US$135.7m to US$137.4m. Forecast EPS reduced from -US$2.01 to -US$2.60 per share. Healthcare Services industry in the US expected to see average net income growth of 4.3% next year. Consensus price target down from US$6.33 to US$6.01. Share price fell 10% to US$1.40 over the past week. Reported Earnings • Aug 11
Second quarter 2023 earnings: Revenues exceed analysts expectations while EPS lags behind Second quarter 2023 results: US$1.05 loss per share (further deteriorated from US$0.86 loss in 2Q 2022). Revenue: US$37.8m (down 13% from 2Q 2022). Net loss: US$19.1m (loss widened 54% from 2Q 2022). Revenue exceeded analyst estimates by 15%. Earnings per share (EPS) missed analyst estimates by 103%. Revenue is expected to decline by 3.8% p.a. on average during the next 3 years, while revenues in the Healthcare Services industry in the US are expected to grow by 12%. Announcement • Jul 26
UpHealth, Inc. to Report Q2, 2023 Results on Aug 10, 2023 UpHealth, Inc. announced that they will report Q2, 2023 results After-Market on Aug 10, 2023 Reported Earnings • May 13
First quarter 2023 earnings: EPS and revenues exceed analyst expectations First quarter 2023 results: US$0.51 loss per share (improved from US$1.21 loss in 1Q 2022). Revenue: US$42.1m (up 17% from 1Q 2022). Net loss: US$8.08m (loss narrowed 54% from 1Q 2022). Revenue exceeded analyst estimates by 16%. Earnings per share (EPS) also surpassed analyst estimates by 19%. Revenue is forecast to grow 3.1% p.a. on average during the next 3 years, compared to a 12% growth forecast for the Healthcare Services industry in the US. Announcement • May 10
UpHealth, Inc. to Report Q1, 2023 Results on May 11, 2023 UpHealth, Inc. announced that they will report Q1, 2023 results at 4:00 PM, US Eastern Standard Time on May 11, 2023 Reported Earnings • Apr 06
Full year 2022 earnings: EPS misses analyst expectations Full year 2022 results: US$15.17 loss per share. Revenue: US$158.8m (up 28% from FY 2021). Net loss: US$223.0m (loss narrowed 35% from FY 2021). Revenue was in line with analyst estimates. Earnings per share (EPS) missed analyst estimates by 2.6%. Revenue is forecast to stay flat during the next 3 years compared to a 12% growth forecast for the Healthcare Services industry in the US. Major Estimate Revision • Mar 15
Consensus revenue estimates fall by 11% The consensus outlook for revenues in fiscal year 2023 has deteriorated. 2023 revenue forecast decreased from US$148.0m to US$132.3m. Forecast losses increased from -US$1.90 to -US$2.12 per share. Healthcare Services industry in the US expected to see average net income growth of 1.0% next year. Consensus price target down from US$8.00 to US$7.00. Share price fell 17% to US$1.71 over the past week. Reported Earnings • Mar 03
Full year 2022 earnings: EPS misses analyst expectations Full year 2022 results: US$15.17 loss per share (improved from US$31.86 loss in FY 2021). Revenue: US$158.8m (up 28% from FY 2021). Net loss: US$223.0m (loss narrowed 35% from FY 2021). Revenue was in line with analyst estimates. Earnings per share (EPS) missed analyst estimates by 2.6%. Revenue is forecast to stay flat during the next 3 years compared to a 12% growth forecast for the Healthcare Services industry in the US. Board Change • Feb 14
High number of new and inexperienced directors There are 7 new directors who have joined the board in the last 3 years. The company's board is composed of: 7 new directors. 2 experienced directors. No highly experienced directors. Independent Non-Executive Chairman of the Board Avi Katz is the most experienced director on the board, commencing their role in 2019. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. Announcement • Jan 04
UpHealth, Inc., Announces Resignation of Ramesh Balakrishnan as President and Chief Strategy Officer On December 27, 2022, the President and Chief Strategy Officer of UpHealth, Inc., Dr. Ramesh Balakrishnan, informed the Company’s Board of Directors that he is resigning from his role as President and Chief Strategy Officer of the Company effective December 30, 2022. There are no changes to the severance that Dr. Balakrishnan is entitled to receive upon his resignation pursuant to his employment agreement with the Company, as amended, as previously disclosed by the Company. Following his resignation, Dr. Balakrishnan is available to advise the Company’s Chief Executive Officer as appropriate, although the Company and Dr. Balakrishnan have no agreement with terms for such advisory role. Major Estimate Revision • Aug 22
Consensus EPS estimates fall by 25% The consensus outlook for earnings per share (EPS) in 2022 has deteriorated. 2022 revenue forecast decreased from US$205.1m to US$192.3m. Losses expected to increase from US$0.27 per share to US$0.34. Healthcare Services industry in the US expected to see average net income growth of 19% next year. Consensus price target down from US$3.88 to US$3.50. Share price fell 27% to US$0.58 over the past week. Seeking Alpha • Aug 19
UpHealth: The SPAC Disaster 'Du Jour' Today, we put UpHealth in the spotlight for the first time.
The company is seeing significant revenue growth even if it isn't profitable yet.
With a low price to sales ratio and a new CEO, UpHealth merited further investigation. An investment analysis follows in the paragraphs below.
Health is the greatest possession. Contentment is the greatest treasure. Confidence is the greatest friend."― Lao Tzu
The SPAC craze that ran approximately from the second half of 2020 through the summer of 2021, saw more companies brought public at stretched valuations than any era since the Internet Boom of the late 90s. Almost every stock that was brought public via this method has destroyed substantial shareholder value to date. On the bright side, the implosion of this bubble has put hundreds of names into the Busted IPO category, giving me plenty of companies to analyze.
Today's "disaster du jour" from SPACland is a concern named UpHealth, Inc. (UPH). UpHealth was the result of a business combination between UpHealth Holdings and Cloudbreak Health in telemedicine market via the blank-check firm GigCapital2 in 2021. As can be seen below, the entity has destroyed much shareholder value since coming public. However, the company is producing impressive revenue growth. Brighter times on the horizon? An analysis follows below.
Seeking Alpha
Company Overview:
UpHealth is located in beautiful Delray Beach, FL. About three miles from my loft here as the crow flies. The company o provides a patient-centric digital health technologies and tech-enabled services to manage health and integrate care in the areas of integrated care management, virtual care infrastructure, and services. The small cap concern provides the following capabilities/platforms to its customers.
May Company Presentation
Syntranet Core Platform:
An integrated care management platform.
Martti:
Consists of virtual care teams that offer digital clinics, remote monitoring diagnostics, labs and medications.
Cloudbreak:
A provider of unified telemedicine solutions and digital health tools.
HelloLyf from Glocal:
A platform that delivers primary care and specialty consultations.
MedQuest Pharmacy:
A full-service retail and compounding licensed pharmacy that dispenses prescribed medications shipped directly to patients.
May Company Presentation
The company's platform and capabilities are aimed at modernizing care delivery and health management. The stock currently trades for just over 60 cents a share and sports an approximate market capitalization of $100 million.
Second Quarter Results:
The company posted its second quarter numbers this Monday. The company had a GAAP net loss of 9 cents a share as revenues rose 37% on a year-over-year basis to $37.3 million. Both top and bottom line numbers missed the analyst consensus slightly. On a pro forma basis, sales were up 11% from 2Q2021, which wouldn't count the merger with Cloudbreak Health. Gross margins rose to 51% from 43% in the first quarter of this year. This is how the company broke out is revenue segments in its earnings press release.
Integrated Care Management generated $10.4 million of revenue (13% of total revenue) with a gross margin of 82%.
Virtual Care Infrastructure generated $32.4 million of revenue (41% of total revenue) with a gross margin of 48%.
Services generated $36.8 million of revenue (46% of total revenue) with a gross margin of 37%.
Telehealth use rose to a record 10.6 million minutes of consultations in Q2, compared to 9.4 million minutes in the previous quarter. During the quarter, UpHealth closed 46 new Martti™ contracts, with over 90 implementations in healthcare facilities within the United States.
Analyst Commentary & Balance Sheet:
So far in 2022, Northland Securities ($4.50 price target) and Benchmark ($4.00 price target, down from $5 previously) have reissued Buy ratings on the stock while Lake Street ($1.00 price target) has a hold rating on UpHealth. The last analyst rating came out on May 13th. Price Target Changed • Aug 16
Price target decreased to US$3.50 Down from US$8.63, the current price target is an average from 4 analysts. New target price is 386% above last closing price of US$0.72. Stock is down 87% over the past year. The company is forecast to post a net loss per share of US$0.36 next year compared to a net loss per share of US$3.19 last year. Breakeven Date Change • Aug 16
No longer forecast to breakeven The 4 analysts covering UpHealth no longer expect the company to break even during the foreseeable future. The company was expected to make a profit of US$1.50m in 2024. New consensus forecast suggests the company will make a loss of US$12.0m in 2024. Recent Insider Transactions • Nov 22
Co-Founder recently bought US$102k worth of stock On the 18th of November, Mariya Pylypiv bought around 30k shares on-market at roughly US$3.41 per share. This was the largest purchase by an insider in the last 3 months. This was Mariya's only on-market trade for the last 12 months. Breakeven Date Change • Nov 15
Forecast to breakeven in 2023 The 4 analysts covering UpHealth expect the company to break even for the first time. New consensus forecast suggests the company will make a profit of US$17.4m in 2023. Average annual earnings growth of 118% is required to achieve expected profit on schedule. Board Change • Sep 14
Less than half of directors are independent Following the recent departure of a director, there is only 1 independent director on the board. The company's board is composed of: 1 independent director. 8 non-independent directors. Independent Director Moshe Bar-Siman-Tov was the last independent director to join the board, commencing their role in 2021. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. Board Change • Sep 10
Less than half of directors are independent Following the recent departure of a director, there is only 1 independent director on the board. The company's board is composed of: 1 independent director. 8 non-independent directors. Independent Director Moshe Bar-Siman-Tov was the last independent director to join the board, commencing their role in 2021. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. 
