Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. In addition, they are designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, as appropriate to allow timely decisions regarding required disclosure.
Pursuant to in Rules 13(a)-13(e) and 15(d)-15(e) under the Exchange Act, our management, with the participation of our CEO and CFO, performed an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of January 31, 2022.
Changes in Internal Control Over Financial Reporting
During the fiscal quarter ended January 31, 2022 no material change in internal control over financial reporting was identified in connection with the evaluation required by Rule 13a-15(d) and Rule 15d-15(d) of the Exchange Act that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
Our management, including our CEO and CFO, believes that our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and are effective at a reasonable assurance level. However, any control system, no matter how well designed and operated, can only provide reasonable, not absolute, assurance that its objectives will be met. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures including resource constraints, errors in judgment, and the possibility that controls and procedures will be circumvented by collusion, by management override, or by mistake. Additionally, the design of any control system is based in part on management assumptions about the likelihood of future events, and there can be no assurance that the system will succeed in achieving its objectives under all potential future scenarios. As a result of these limitations, our management does not expect that our disclosure controls and procedures will prevent all potential errors or fraud or detect all potential misstatements due to error or fraud.
Management's Report on Internal Control over Financial Reporting
This Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting due to a transition period established by rules of the SEC for newly public companies.
Attestation Report of the Registered Public Accounting Firm
This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm due to an exemption for emerging growth companies.
Item 9B. Other Information
Not applicable.
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Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2022 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the end of our fiscal year ended January 31, 2022.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2022 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the end of our fiscal year ended January 31, 2022.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2022 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the end of our fiscal year ended January 31, 2022.
Item 13. Certain Relationships and Related Party Transactions, and Director Independence
The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2022 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the end of our fiscal year ended January 31, 2022.
Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2022 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the end of our fiscal year ended January 31, 2022.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
a. Consolidated Financial Statements
The consolidated financial statements are filed as a part of this Annual Report on Form 10-K under Ite m 8. Financial Statements and Supplementary Data.
b. Financial Statement Schedules
The financial statement schedules are omitted because they are either not applicable or because the information required is presented in the financial statements and notes thereto under Item 8. Financial Statements and Supplementary Data .
c. Exhibit Index
The exhibits listed below are filed, furnished, or incorporated by reference as part of this Annual Report on Form 10-K.
Exhibit
Number Description
Form File No. Exhibit Filing Date Filed Herewith
1.1 Form of Underwriting Agreement
S-1/A 333-254738 1.1 04/12/2021
3.1 Amended and Restated Certificate of Incorporation of UiPath, Inc.
8-K 001-40348 3.1 04/28/2021
3.2 Amended and Restated Bylaws of UiPath, Inc.
8-K 001-40348 3.2 04/28/2021
4.1 Form of Class A Common Stock Certificate
S-1/A 333-254738 4.1 04/19/2021
4.2 Description of Securities
X
10.1 Amended and Restated Investors' Rights Agreement, dated February 1, 2021
S-1 333-254738 10.1 03/26/2021
10.2† UiPath, Inc. 2015 Stock Plan
S-1 333-254738 10.2 03/26/2021
10.3† Forms of Stock Option Grant Notices and Agreements under the UiPath, Inc. 2015 Stock Plan
S-1 333-254738 10.3 03/26/2021
10.4† UiPath, Inc. 2018 Stock Plan
S-1 333-254738 10.4 03/26/2021
10.5† Forms of Stock Option Grant Notices and Agreements under the UiPath, Inc. 2018 Stock Plan
S-1 333-254738 10.5 03/26/2021
10.6† Form of Restricted Stock Award Grant Notice under the UiPath, Inc. 2018 Stock Plan
S-1 333-254738 10.6 03/26/2021
10.7† Forms of Restricted Stock Unit Grant Notices and Agreements under the UiPath, Inc. 2018 Stock Plan
S-1 333-254738 10.7 03/26/2021
10.8† UiPath , Inc. 2021 Equity In centi ve Plan
S-1/A 333-254738 10.8 04/12/2021
10.9† Forms of Grant Notice and Stock Option Agreement under the UiPath, Inc. 2021 Equity Incentive Plan
S-1/A 333-254738 10.9 04/12/2021
10.10† Forms of Restricted Stock Unit Grant Notice and Award Agreement under the UiPath, Inc. 2021 Equity Incentive Plan
S-1/A 333-254738 10.10 04/12/2021
10.11† UiPath, Inc. 2021 Employee Stock Purchase Plan
S-1/A 333-254738 10.11 04/12/2021
10.12† Form of Indemnity Agreement entered into by and between UiPath, Inc. and each director and executive officer
S-1 333-254738 10.12 03/26/2021
10.13† Offer Letter, by and between UiPath, Inc. and Daniel Dines, dated February 18, 2021
S-1 333-254738 10.13 03/26/2021
10.14† Offer Letter, by and between UiPath, Inc. and Ashim Gupta, dated February 17, 2021
S-1 333-254738 10.14 03/26/2021
10.15† Offer Letter, by and between UiPath, Inc. and Brad Brubaker, dated February 16, 2021
S-1 333-254738 10.15 03/26/2021
10.16† Offer Letter, by and between UiPath, Inc. and Thomas Hansen, dated March 3, 2020
S-1 333-254738 10.16 03/26/2021
10.17† Offer Letter, by and between UiPath, Inc. and Ted Kummert, dated February 18, 2020
S-1 333-254738 10.17 03/26/2021
10.18 Amended and Restated Loan and Security Agreement, by and among UiPath, Inc., HSBC Bank USA, N.A., HSBC Ventures USA Inc., and Silicon Valley Bank, dated January 14, 2020
S-1 333-254738 10.18 03/26/2021
10.19 Senior Secured Credit Facilities Credit Agreement, by and among UiPath, Inc., Silicon Valley Bank, HSBC Ventures USA Inc., Sumitomo Mitsui Banking Corporation, and Mizuho Bank, LTD., dated October 30, 2020
S-1 333-254738 10.19 03/26/2021
10.20 Lease between Ninety Park Property LLC and UiPath, Inc., dated as of March 30, 2018
S-1 333-254738 10.20 03/26/2021
10.21 Amendment of Lease between Ninety Park Property LLC and UiPath, Inc., dated as of December 19, 2018
S-1 333-254738 10.21 03/26/2021
10.22† Non-Employee Director Compensation Policy
S-1/A 333-254738 10.22 04/12/2021
10.23++ Lease Agreement dated as of September 24, 20 21 between UiPath, Inc. and One Vanderbilt Owner LLC
10-Q 001-40348 10.1 12/10/2021
21.1 List of Subsidiaries of UiPath, Inc.
X
23.1 Consent of Grant Thornton, LLP, independent registered public accounting firm
X
24.1 Power of attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K)
X
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
X
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
X
32.1^ Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2^ Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
† Indicates management contract or compensatory plan.
++ Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the Securities and Exchange Commission, certain portions of this exhibit have been redacted. The registrant hereby agrees to furnish supplementally to the Securities and Exchange Commission, upon its request, an unredacted copy of this exhibit.
^ The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
UIPATH, INC.
By: /s/ Daniel Dines
Name: Daniel Dines
Title: Chief Executive Officer and Chairman
Date: April 4, 2022
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Daniel Dines and Brad Brubaker, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Daniel Dines Chief Executive Officer and Chairman ( Principal Executive Officer )
April 4, 2022
Daniel Dines
/s/ Ashim Gupta Chief Financial Officer April 4, 2022
Ashim Gupta ( Principal Financial Officer )
/s/ Hitesh Ramani Chief Accounting Officer April 4, 2022
Hitesh Ramani (Principal Accounting Officer)
/s/ Philippe Botteri Director April 4, 2022
Philippe Botteri
/s/ Carl Eschenbach Director April 4, 2022
Carl Eschenbach
/s/ Michael Gordon Director April 4, 2022
Michael Gordon
/s/ Kimberly L. Hammonds Director April 4, 2022
Kimberly L. Hammonds
/s/ Daniel D. Springer Director April 4, 2022
Daniel D. Springer
/s/ Laela Sturdy Director April 4, 2022
Laela Sturdy
/s/ Jennifer Tejada Director April 4, 2022
Jennifer Tejada
/s/ Richard P. Wong Director April 4, 2022
Richard P. Wong
117