9 unchanged sentences
Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of January 31, 2023.
−Removed: In accordance with guidance issued by the SEC, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred.
−Removed: Our management’s evaluation of internal control over financial reporting excluded the internal control activities of SimpleNexus, LLC, which we acquired on January 7, 2022, as discussed in Note 7 "Business Combinations" of the Notes to the Consolidated Financial Statements.
−Removed: We have included the financial results of SimpleNexus, LLC in the consolidated financial statements from the date of acquisition.
−Removed: SimpleNexus, LLC accounted for approximately 1.3% of total assets as of January 31, 2022 and 1.4% of revenues and 7.3% of net loss for the fiscal year ended January 31, 2022.
The effectiveness of our internal control over financial reporting as of January 31, 2023 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report which is included in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
−Removed: There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fiscal quarter ended January 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fiscal quarter ended January 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on the Effectiveness of Controls
3 unchanged sentences
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
−Removed: These inherent limitations include the realities that judgments in decision-making can be faulty, and that
−Removed: breakdowns can occur because of a simple error or mistake.
+Added: These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.
8 unchanged sentences
The information required by this Item 10 is incorporated by reference from the sections entitled “ Proposal One:
−Removed: Election of Class II Directors Named in this Proxy Statement ,” “ Corporate Governance ,” and “ Executive Officers ” from our Proxy Statement relating to our 2022 Annual Meeting of Shareholders which will be filed with the SEC within 120 days of the fiscal year ended January 31, 2022 .
+Added: Election of the Three Class III Directors Named in this Proxy Statement ,” “ Corporate Governance ,” and “ Executive Officers ” from our Proxy Statement relating to our 2023 Annual Meeting of Shareholders which will be filed with the SEC within 120 days of the fiscal year ended January 31, 2023 .
Executive Compensation
−Removed: The information required by this Item 11 is incorporated by reference from the sections entitled “ Compensation Discussion and Analysis ,” “ Compensation Committee Report ,” " Executive Compensation, " and “ Compensation of Directors ” from our Proxy Statement relating to our 2022 Annual Meeting of Shareholders which will be filed with the SEC within 120 days of the fiscal year ended January 31, 2022.
+Added: The information required by this Item 11 is incorporated by reference from the sections entitled “ Compensation Discussion and Analysis ,” “ Compensation Committee Report ,” " Executive Compensation, " and “ Director Compensation ” from our Proxy Statement relating to our 2023 Annual Meeting of Shareholders which will be filed with the SEC within 120 days of the fiscal year ended January 31, 2023.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
13 unchanged sentences
Balance, beginning of period $ 36,425 $ 70,056 $ 109,021
−Removed: Increase during the year 3,304 33,631 38,965
+Added: Net increase during the year 33,631 38,965 29,338
Balance, end of period $ 70,056 $ 109,021 $ 138,359
9 unchanged sentences
3.2 Amended and Restated Bylaws
−Removed: 8-K12B 001-41211 3.2 January 10, 2022
+Added: 8-K 001-41211 3.1 November 29, 2022
4.1 Form of Common Stock Certificate
+Added: 10-K 001-41211 4.1 March 31, 2022
4.2 First Amended and Restated Investors’ Rights Agreement, dated February 12, 2015, as amended, among nCino, Inc.
45 unchanged sentences
S-1/A 333-239335 10.6 July 6, 2020
−Removed: 10.7++ Partner Application Distribution Agreement by and between Salesforce and the Company, dated June 19, 2020, as amended.
−Removed: S-1 333-239335 10.7 June 22, 2020
+Added: 10.7† Amended and Restated Employment Agreement with Gregory D.
+Added: 10.8† Employment Agreement with April Rieger
+Added: 10.9† Employment Agreement with Matthew Hansen
+Added: 10.10† Separation and Release Agreement, dated January 19, 2023, by and among David Rudow and nCino, Inc.
+Added: 8-K/A 001-41211 10.1 January 24, 2023
10.11† Form of Indemnification Agreement entered into by and between nCino, Inc.
2 unchanged sentences
10.12† Form of Assignment and Assumption Agreement entered into by and among nCino OpCo, Inc., nCino, Inc., and its directors and executive officers relating to each applicable Indemnification Agreement
+Added: 10-K 001-41211 10.9 March 31, 2022
10.13† Form of Assignment and Assumption Agreement entered into by and among nCino OpCo, Inc., nCino, Inc., and its executive officers relating to each applicable Executive Employment Agreement
+Added: 10-K 001-41211 10.10 March 31, 2022
+Added: 10.14++ Partner Application Distribution Agreement by and between Salesforce and the Company, dated June 19, 2020, as amended.
+Added: S-1 333-239335 10.7 June 22, 2020
10.15 Office Lease by and between nCino, Inc.
23 unchanged sentences
8-K 001-41211 10.1 February 14, 2022
−Removed: 21.1 List of subsidiaries of nCino, Inc.
−Removed: 23.1 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
−Removed: 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: 10.24 New Building Completion Notice
+Added: 10-Q 001-41211 10.1 November 30, 2022
Incorporated by Reference
1 unchanged sentence
Exhibit Filing Date Filed Herewith
+Added: 10.25 First Amendment to Office Lease (New Building) by and between nCino, Inc.
+Added: and Cloud Real Estate Holdings, LLC, dated March 20, 2023
+Added: 10.26 Third Amendment to Office Lease (Existing Building) by and between nCino, Inc.
+Added: and Cloud Real Estate Holdings, LLC, dated March 20, 2023
+Added: 21.1 List of subsidiaries of nCino, Inc.
+Added: 23.1 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
+Added: 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
20 unchanged sentences
/s/ Pierre Naudé
−Removed: President and Chief Executive Officer;
+Added: Chairman and Chief Executive Officer
(Principal Executive Officer)
March 28, 2023 By:
−Removed: /s/ David Rudow
−Removed: Chief Financial Officer and Treasurer
+Added: /s/ Gregory D.
+Added: Chief Financial Officer & Treasurer
(Principal Financial Officer)
1 unchanged sentence
Signature Title Date
−Removed: /s/ Pierre Naudé President and Chief Executive Officer;
−Removed: (Principal Executive Officer) March 31, 2022
−Removed: /s/ David Rudow Chief Financial Officer and Treasurer
−Removed: (Principal Financial Officer) March 31, 2022
−Removed: /s/ Jeanette Sellers Vice President of Accounting
−Removed: (Principal Accounting Officer) March 31, 2022
−Removed: Jeanette Sellers
+Added: /s/ Pierre Naudé Chairman and Chief Executive Officer March 28, 2023
+Added: Pierre Naudé (Principal Executive Officer)
+Added: /s/ Gregory D.
+Added: Orenstein Chief Financial Officer & Treasurer March 28, 2023
+Added: Orenstein (Principal Financial Officer)
+Added: /s/ Jeanette Sellers Vice President of Accounting March 28, 2023
+Added: Jeanette Sellers (Principal Accounting Officer)
/s/Steven Collins Director March 28, 2023
5 unchanged sentences
/s/ Spencer Lake Director March 28, 2023
−Removed: /s/ Jeffrey Lunsford Director March 31, 2022
−Removed: Jeffrey Lunsford
/s/ William Ruh Director March 28, 2023
+Added: /s/ William Spruill Director March 28, 2023
+Added: William Spruill
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.