UPLD 10-K Annual Report Dec. 31, 2023 | Alphaminr
Upland Software, Inc.

UPLD 10-K Fiscal year ended Dec. 31, 2023

UPLAND SOFTWARE, INC.
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CIK: 1505155
Filing Type: 10-K/A
Report Date: 2023-12-31
Download URL: https://www.sec.gov/Archives/edgar/data/1505155/000150515524000103/upld-20231231.htm
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TABLE OF CONTENTS
Part INote 13. Stockholders' EquityItem 1. BusinessItem 7. Management's Discussion and AnalysiItem 1C. CybersecurityItem 1A. Risk FactorsNote 5. Goodwill and Other Intangible AssetsNote 11. Stockholders' Equity"Item 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsNote 8 Net Loss Per ShareItem 7. Management S Discussion and AnalysisNote 3 AcquisitionsNote 5 Goodwill and Other Intangible AssetsNote 12. Series A Convertible Preferred StockItem 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate RiskNote 2. Basis Of Presentation and Summary Of Significant Accounting PoliciesPart II Item 8. Financial Statements and Supplementary DataItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 5. Goodwill and Other Intangible Assets FNote 7. DebtNote 12. Series A Convertible Preferred Stock Series A Convertible Preferred StockNote 12. Series A Convertible Preferred Stock Series A Convertible Preferred Stock Deemed Liquidation Event RedemptionNote 14 Revenue RecognitionNote 14. Revenue RecognitionNote 4. Fair Value MeasurementsNote 14 Revenue Recognition Disaggregated RevenueItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships, and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Amended and Restated Certificate of Incorporation, as currently in effect 10-K 001-36720 3.1 March 30, 2016 3.2 Amended and Restated By-laws of Upland Software, Inc., effective February 3, 2020 8-K 001-36720 3.1 February 4, 2020 3.3 Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock 8-K 001-36720 3.1 August 23, 2022 3.4 Certificate of Designations of Series B Junior Participating Preferred Stock of Upland Software, Inc., filed with the Secretary of State of the State of Delaware on May 2, 2023. 8-K 001-36720 3.1 May 3, 2023 3.5 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Upland Software, Inc. 8-K 001-36720 3.1 June 8, 2023 4.1* Description of Capital Stock 4.2 Tax Benefit Preservation Plan, dated as of May 2, 2023, by and between Upland Software, Inc. and Broadridge Corporate Issuer Solutions, LLC, as rights agent. 8-K 001-36720 4.1 May 3, 2023 10.1+ Form of Indemnification Agreement for directors and officers S-1 333-198574 10.2 October 27, 2014 10.2+ Amended and Restated 2010 Stock Plan, as amended September 2, 2014 S-1 333-198574 10.3.1 September 4, 2014 10.3+ Form of Stock Option Agreement under Amended and Restated 2010 Stock Plan (Standard) S-1 333-198574 10.4 September 4, 2014 10.3.1+ Form of Stock Option Agreement under Amended and Restated 2010 Stock Plan (Former ComSci, LLC Employees) S-1 333-198574 10.4.1 September 4, 2014 10.3.2+ Form of Stock Option Agreement under Amended and Restated 2010 Stock Plan (Executive) S-1 333-198574 10.4.2 September 4, 2014 10.3.3+ Form of Amendment to Stock Option Agreement under Amended and Restated 2010 Stock Plan with Certain Executives S-1 333-198574 10.4.3 September 4, 2014 10.4+ Form of Restricted Stock Purchase Agreement under Amended and Restated 2010 Stock Plan S-1 333-198574 10.5 September 4, 2014 10.4.1+ Form of Amendment to Restricted Stock Purchase Agreement under Amended and Restated 2010 Stock Plan S-1 333-198574 10.5.1 September 4, 2014 10.5+ 2014 Equity Incentive Plan S-1 333-198574 10.6 October 27, 2014 10.6+ Form of Stock Option Award Agreement under 2014 Equity Incentive Plan S-1 333-198574 10.7 October 27, 2014 10.6.1+ Form of Stock Option Award Agreement under 2014 Equity Incentive Plan (Executive) S-1 333-198574 10.7.1 October 27, 2014 10.7+ Form of Restricted Stock Purchase Agreement under 2014 Equity Incentive Plan S-1 333-198574 10.8 October 27, 2014 10.7.1+ Form of Restricted Stock Purchase Agreement under 2014 Equity Incentive Plan (Executive) S-1 333-198574 10.8.1 October 27, 2014 10.8+ Form of Restricted Stock Unit Award Agreement under 2014 Equity Incentive Plan S-1 333-198574 10.9 October 27, 2014 10.8.1+ Form of Restricted Stock Unit Award Agreement under 2014 Equity Incentive Plan (Executive) S-1 333-198574 10.9.1 October 27, 2014 10.11.2 Second Amendment to Office Lease between Registrant and CSHV-401 Congress LLC 10-K 001-36720 10.11.2 March 15, 2019 10.20+ Employment Agreement between the Registrant and Michael D. Hill, dated March 28, 2017 10-K 001-36720 10.21 March 30, 2017 10.21+ Employment Agreement between the Registrant and John T. McDonald, dated March 28, 2017 10-K 001-36720 10.23 March 30, 2017 10.22+ Amendment #1 to Employment Agreement between the Registrant and Michael D. Hill, dated March 28, 2017 10-K 001-36720 10.23 March 15, 2019 10.23+ Amendment #1 to Employment Agreement between the Registrant and John T. McDonald, dated March 28, 2017 10-K 001-36720 10.25 March 15, 2019 10.24 Credit Agreement by and among, inter alios, Upland Software, Inc., Credit Suisse AG, Cayman Islands Branch and the lenders party thereto Credit Agreement by and among, inter alios, Upland Software, Inc., Credit Suisse AG, Cayman Islands Branch and the lenders party thereto dated as of August 6, 2019 as of August 6, 2019 8-K 001-36720 10.1 August 7, 2019 10.25 First Incremental Assumption Agreement by and among, inter alios, Upland Software, Inc. and Credit Suisse AG, Cayman Islands Branch, as Agent and 2019 Incremental Lender, dated as of November 26, 2019 8-K 001-36720 10.1 November 26, 2019 10.27+ Amendment #2 to Employment Agreement between the Registrant and Michael D. Hill, dated March 28, 2017 10-K 001-36720 10.29 February 25, 2021 10.28+ Amendment #2 to Employment Agreement between the Registrant and John T. McDonald, dated March 28, 2017 10-K 001-36720 10.31 February 25, 2021 10.29 Amendment No. 1 to Credit Agreement, dated as of February 21, 2023, by and between Upland Software, Inc. and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent 8-K 001-36720 10.1 February 23, 2023 10.35 Securities Purchase Agreement, by and between Upland Software, Inc. and Ulysses Aggregator, LP, dated as of July 14, 2022 8-K 001-36720 10.1 July 14, 2022 10.36 Registration Rights Agreement, by and between Upland Software, Inc. and Ulysses Aggregator, LP, dated as of August 23, 2022 8-K 001-36720 10.1 August 23, 2022 21.1* List of subsidiaries of Upland Software, Inc. 23.1* Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm 31.1* Certification of the Principal Executive Officer Required Under Rules 13a-14(a) and 15d-14(a) of the Securities Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of the Principal Financial Officer Required Under Rules 13a-14(a) and 15d-14(a) of the Securities Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1*(1) Certification of Principal Executive Officer Required Under Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2*(1) Certification of Principal Financial Officer Required Under Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1* Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1