Upland Software, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Upland Software, Inc. on May 8, 2019. The filing reports the entry into a material definitive agreement regarding an underwritten public offering of common stock.
Key Financial Metrics and Offering Details
- Shares Offered: 3,300,000 shares of common stock.
- Offering Price: $42.00 per share.
- Aggregate Proceeds: Approximately $138,600,000 (before deducting underwriting discounts, commissions, and offering expenses).
- Over-Allotment Option: Underwriters granted an option to purchase up to an additional 495,000 shares at the same price, exercisable for 30 days.
- Underwriters: Credit Suisse Securities (USA) LLC, as representatives.
Material Changes
The filing announces a significant capital raise event. The Company entered into an Underwriting Agreement to sell the shares described above. This represents a new equity issuance rather than a change in operating performance metrics for a specific period.
Outlook, Risks, and Closing Conditions
The offering is expected to close on May 13, 2019, subject to the satisfaction of customary closing conditions. The shares are being issued pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-228767). The filing text does not provide specific management commentary on future operational guidance or detailed risk factors beyond the standard closing conditions.
Investor Verification Checklist
- Verify the final closing date of the offering (expected May 13, 2019).
- Confirm whether the underwriters exercised the 495,000 share over-allotment option.
- Review the final prospectus supplement for specific underwriting discounts and net proceeds to the Company.
- Check subsequent filings for the use of proceeds as disclosed in the final offering documents.