9 unchanged sentences
This report appears on page 70 .
−Removed: Remediation of Previously Disclosed Material Weakness in Internal Control over Financial Reporting
−Removed: A material weakness is a deficiency or combination of deficiencies in our internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis.
−Removed: In the quarter ended June 30, 2020, we completed execution of our remediation plan and successfully remediated a material weakness in internal control over financial reporting related to the identification of a number of adjustments to our consolidated financial statements that resulted in a revision to previously issued financial statements as of and for the year-ended December 31, 2016.
−Removed: We identified the cause of these adjustments was due to growth in the business, which required additional qualified accounting personnel with an appropriate level of experience, and additional controls in the period end financial reporting process commensurate with the complexity of the business.
−Removed: In response to the identified material weakness, management, with the oversight of the audit, risk, and compliance committee of our board of directors, hired additional accounting and finance employees with specific technical accounting and financial reporting experience necessary for a public company, including internal control over financial reporting.
−Removed: The execution of our remediation plan also included validation and testing of the design and operating effectiveness of certain new and enhanced internal controls in the period-end financial reporting process over a sustained period of financial reporting cycles.
Changes in Internal Control over Financial Reporting
5 unchanged sentences
Other Information.
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Directors, Executive Officers and Corporate Governance.
30 unchanged sentences
4.4 Description of Securities Registered Under Section 12 of the Exchange Act.
+Added: 4.5 Indenture, dated as of August 10, 2021, between Upwork Inc.
+Added: and Wells Fargo Bank, National Association, as trustee.
+Added: 8-K 001-38678 4.1 August 10, 2021
+Added: 4.6 Form of 0.25% Convertible Senior Notes due 2026 (included in Exhibit 4.5).
+Added: 8-K 001-38678 4.2 August 10, 2021
10.1* Form of Indemnification Agreement by and between Upwork and each of its directors and executive officers.
12 unchanged sentences
S-1 333-227207 10.16 September 6, 2018
−Removed: 10.8 Loan and Security Agreement, dated September 19, 2017, by and between Upwork and Silicon Valley Bank, as amended.
−Removed: S-1 333-227207 10.14 September 21, 2018
10.8* Upwork Performance Bonus Plan.
10-Q 001-38678 10.2 May 8, 2019
−Removed: 10.10 Sublease Agreement, dated February 25, 2019, by and between Upwork and Veritas Technologies LLC.
−Removed: 10-Q 001-38678 10.3 May 8, 2019
10.9* Offer Letter, dated June 17, 2019 by and between Upwork and Leela Srinivasan.
4 unchanged sentences
10-K 001-38678 10.11 March 2, 2020
−Removed: 10.14* Transition Agreement, dated December 8, 2019, by and between Upwork and Stephane Kasriel.
−Removed: 10-K 001-38678 10.13 March 2, 2020
−Removed: 10.15* Advisory Agreement, dated December 8, 2019, by and between Upwork and Stephane Kasriel.
−Removed: 10-K 001-38678 10.14 March 2, 2020
10.12* Change in Control and Severance Agreement, dated May 29, 2018, by and between Upwork and Randoll Eric Gilpin.
8 unchanged sentences
10-Q 001-38678 10.2 November 4, 2020
−Removed: 10.20 Fourth Amendment to Loan and Security Agreement, dated August 13, 2020, by and between Upwork Inc.
−Removed: and Silicon Valley Bank.
−Removed: 10-Q 001-38678 10.4 November 4, 2020
10.16* Offer Letter, dated October 13, 2020, by and between Upwork Inc.
and Anilu Vazquez-Ubarri.
+Added: 10-K 001-38678 10.21 February 24, 2021
+Added: 10.17* Stock Option Agreement, dated January 18, 2021, by and between Upwork Inc.
+Added: and Hayden Brown.
+Added: 10-Q 001-38678 10.1 May 4, 2021
+Added: 10.18 Form of Capped Call Transaction Confirmation.
+Added: 8-K 001-38678 10.1 August 10, 2021
+Added: 10.19 Lease Agreement, dated May 14, 2014, by and between Upwork and CLPF, as amended.
21.1 List of Subsidiaries.
−Removed: S-1 333-227207 21.1 September 6, 2018
23.1 Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
41 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.