16 unchanged sentences
Other Information
+Added: None of our directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or adopted or terminated a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K) during the quarter ended December 30, 2023.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
1 unchanged sentence
Report of Independent Registered Public Accounting Firm
−Removed: To the Stockholders and the Board of Directors of Upland Software, Inc.
+Added: To the Sholders and the Board of Directors of Upland Software, Inc.
Opinion on Internal Control Over Financial Reporting
2 unchanged sentences
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Upland Software, Inc.
−Removed: (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and our report dated February 28, 2023, expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 22, 2024, expressed an unqualified opinion thereon.
Basis for Opinion
−Removed: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Annual Report on Internal Controls over Financial Reporting.
+Added: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Control Over Financial Reporting.
Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
33 unchanged sentences
The financial statements filed as part of this Annual Report on Form 10-K are listed on the “Index to Consolidated Financial Statements” included in “Item 8.
−Removed: Financial Statements and Supplementary Data ” herein.
+Added: Financial Statements and Supplementary Data” h erein.
+Added: (b) Financial Statement Schedules
+Added: All schedules have been omitted because they are not required or because the required information is otherwise included in the consolidated financial statements or notes thereto set forth under Item 8 above.
See Exhibit Index at the end of this Annual Report on Form 10-K, which is incorporated by reference.
1 unchanged sentence
Not applicable.
−Removed: Schedule II-Valuation and Qualifying Accounts
−Removed: This schedule has been omitted as the required information has been included in the notes to the consolidated financial statements.
EXHIBIT INDEX
7 unchanged sentences
8-K 001-36720 3.1 August 23, 2022
+Added: 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.
+Added: 8-K 001-36720 3.1 May 3, 2023
+Added: Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Upland Software, Inc.
+Added: 8-K 001-36720 3.1 June 8, 2023
Description of Capital Stock
−Removed: 8-K 001-36720 4.2 February 24, 2022
+Added: Tax Benefit Preservation Plan, dated as of May 2, 2023, by and between Upland Software, Inc.
+Added: and Broadridge Corporate Issuer Solutions, LLC, as rights agent.
+Added: 8-K 001-36720 4.1 May 3, 2023
Form of Indemnification Agreement for directors and officers
28 unchanged sentences
S-1 333-198574 10.9.1 October 27, 2014
−Removed: Employment Agreement between the Registrant and John T.
−Removed: McDonald, dated May 9, 2014
−Removed: S-1 333-198574 10.12 September 4, 2014
Second Amendment to Office Lease between Registrant and CSHV-401 Congress LLC
12 unchanged sentences
10-K 001-36720 10.25 March 15, 2019
+Added: Incorporated by Reference
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
−Removed: Incorporated by Reference
First Incremental Assumption Agreement by and among, inter alios, Upland Software, Inc.
7 unchanged sentences
10-K 001-36720 10.31 February 25, 2021
−Removed: Employment Agreement between the Registrant and Kin Gill, dated January 12, 2022
+Added: Amendment No.
+Added: 1 to Credit Agreement, dated as of February 21, 2023, by and between Upland Software, Inc.
+Added: and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent
8-K 001-36720 10.1 February 23, 2023
14 unchanged sentences
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1
101* Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
20 unchanged sentences
( Principal Financial Officer and Principal Accounting Officer )
+Added: /s/Tim Mattox
February 22, 2024
7 unchanged sentences
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.