UpHealth (UPH) Comments on Needham Action Ruling

UpHealth, Inc. (“UpHealth,” the “Company,” “we” or “us”) (NYSE: UPH), a global digital health company delivering technology platforms, infrastructure, and services to modernize care delivery and health management, today provided an update on the legal action Needham & Company LLC v. UpHealth Holdings, Inc. and UpHealth Services, Inc. (the “Needham Action”), which arose out of UpHealth Services, Inc.’s engagement of Needham & Company, LLC (“Needham”) to provide placement and other financial advisory services.

The trial court in New York issued a Decision and Order on September 14, 2023 granting summary judgment in favor of Needham. The Decision and Order provides that Needham is entitled to fees in the amount of $31,345,000, plus interest.

The Company provided the following statement:

“We have reviewed the Order and are deeply disappointed that the Court appears to have redefined contract terms under a theory of successor liability, in contravention of New York law. In our view, the ruling – which the court issued at the summary judgment phase without hearing oral arguments – disregards established precedent and the factual record. We are exploring all options, including a potential settlement with Needham and an appeal, to vigorously defend the Company.”

Dr. Avi Katz, Chair of UpHealth’s Board of Directors said, “While we explore all options with respect to this unprecedented decision, we remain focused on our important mission of enabling high quality, affordable and accessible healthcare for all. This judgment does not affect our commitment to our customers and partners as we leverage our unique technology, data and expertise to improve patient outcomes.”

If and to the extent necessary, the Company intends to enforce an agreement executed by Dr. Chirinjeev Kathuria, Dr. Mariya Pylypiv and Mr. Al Gatmaitan (the “Indemnitors”), pursuant to which they agreed to be responsible for the Company’s liabilities to Needham in excess of $8,000,000. There can be no assurance that the Company will be successful in collecting monies owed from the Indemnitors.

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