UPLAND SOFTWARE, INC. : entering into a material definitive agreement, unrecorded sale of equity securities, material change in the rights of security holders, change of directors or principal officers, changes in articles of association or bylaws; Change of fiscal year, financial statements and supporting documents (Form 8-K)

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Section 1.01 Entering into a Material Definitive Agreement.

As previously disclosed in the Company's Current Report on Form 8-K dated July
14, 2022 (the "Prior 8-K"), on July 14, 2022, Upland Software, Inc. (the
"Company") entered into a Securities Purchase Agreement (the "Purchase
Agreement") with Ulysses Aggregator, LP (the "Purchaser"), an affiliate of HGGC,
LLC ("HGGC") a leading partnership-focused private equity firm with $7 billion
of cumulative committed capital, to issue and sell at closing 115,000 shares of
newly designated Series A Convertible Preferred Stock of the Company, par value
$0.0001 per share (the "Series A Preferred Stock"), at a price of $1,000 per
share (the "Initial Liquidation Preference"), for an aggregate purchase price of
$115,000,000 (the "Investment"). On August 23, 2022 (the "Closing Date"), the
closing of the Investment (the "Closing") occurred, and the Series A Preferred
Stock was issued to the Purchaser. The Company will use the proceeds of the
Investment (a) for general corporate purposes and (b) for transaction-related
fees and expenses.

On the Closing Date, the Company and the Purchaser entered into a Registration
Rights Agreement (the "Registration Rights Agreement") on the terms previously
disclosed in the Prior 8-K, and the Company filed a Certificate of Designation
(the "Certificate of Designation") setting out the powers, designations,
preferences, and other rights of the Series A Preferred Stock with the Secretary
of State of the State of Delaware in connection with the Closing. Pursuant to
the Registration Rights Agreement, the Purchaser has certain customary
registration rights with respect to any shares of Series A Preferred Stock or
the common stock of the Company, par value $0.0001 per share ("Common Stock"),
issuable upon conversion of the Series A Preferred Stock, including rights with
respect to the filing of a shelf registration statement, underwritten offering
rights and piggy back rights.

The foregoing description of the terms of the Registration Rights Agreement does
not purport to be complete and is subject to, and qualified in its entirety by,
the full text of the Registration Rights Agreement, which is attached hereto as
Exhibit 10.1, and is incorporated herein by reference.


Item 3.02 Unrecorded Sales of Equity securities.

The information contained in Section 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Section 3.03 Material Changes in Rights of Securityholders.

The information set forth in Sections 1.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Article 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensatory provisions of certain executives.

In connection with the Closing, the size of the Company's board of directors
(the "Board") was increased from five to six members and the Purchaser became
entitled to nominate one individual to the Board to fill such vacancy. The
holders of Series A Preferred Stock will maintain the right to nominate one
individual for election to the Board, so long as the Ownership Condition (as
defined below) continues to be met. As previously disclosed, in connection with
the Closing and pursuant to the Certificate of Designation, the Purchaser
nominated David Chung to serve on the Board, and Mr. Chung was appointed to the
Board on August 23, 2022 effective upon the Closing. Mr. Chung has not been
appointed to any committees of the Board at this time, but is expected to be
following the Closing. Mr. Chung serves as a Class II director whose term will
expire on the date of the Company's annual meeting of stockholders in 2025 or
when his successor is duly elected and qualifies.

David Chung is a Partner and Co-Chief Investment Officer of HGGC, LLC, where he
has worked since December 2016. He is a member of HGGC's Investment Committee
and Management Committee. He has over 27 years of experience as a private
equity, public equity and crossover public/private investor and dealmaker at KKR
(global private equity firm), Standard Pacific Capital (global public equity
investment firm) and Blum Capital Partners (hybrid private equity and public
equity investment firm). He has also been Chief Executive Officer of Pathfinder
Acquisition Corporation (NASDAQ: PFDR), a special purpose acquisition company
focused primarily on

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the technology and software sectors, since December 2020, and Managing Member of
Arrowhead Holdings LLC since January 2013. Mr. Chung currently serves on the
board of directors of Monotype Holdings, RPX Corporation and Pathfinder
Acquisition Corporation and has served on numerous private and public company
boards throughout his career. He currently serves on the Board of Trustees of
the Corporation of the Fine Arts Museums of San Francisco, where he has been a
Trustee since 2007, and has served on numerous not-for-profit boards. Earlier in
his career, he was a strategy consultant at McKinsey & Company and an investment
banker at Hambrecht & Quist Inc. Mr. Chung is a graduate of Harvard College,
where he graduated magna cum laude, and Harvard Business School, where he
graduated with high distinction as a Baker Scholar.

Any compensation for Mr. Chung's services as a director will be determined in
accordance with the Company's non-employee director compensation policy as set
forth under "Director Compensation" in the Company's definitive proxy statement
for the 2022 annual meeting of stockholders filed with the SEC on April 29,
2022.

In addition, Mr. Chung entered into the Company's standard form of indemnity
agreement. There are no family relationships between Mr. Chung and any other
Board member or executive officer. Moreover, Mr. Chung is not a party to any
transaction with any related person required to be disclosed pursuant to Item
404(a) of Regulation S-K other than the transactions contemplated by the
Purchase Agreement.


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of fiscal year.

Certificate of Designation

On August 23, 2022, the Company filed the Certificate of Designation with the
Secretary of State of the State of Delaware designating 115,000 shares out of
the authorized but unissued shares of its preferred stock as Series A Preferred
Stock with a stated par value of $0.0001 per share. The Series A Preferred Stock
has the powers, designations, preferences, and other rights set forth in the
Certificate of Designation. The holders of Series A Preferred Stock (each, a
"Holder" and collectively, the "Holders") are entitled to dividends ("Regular
Dividends") (i) at the rate of 4.5% per annum until but excluding the seven year
anniversary of the Closing Date and (ii) at the rate of 7% per annum on and
after the seven year anniversary of the Closing Date. The Holders are also
entitled to fully participate in any dividends or other distributions declared
or paid on the Common Stock on an as-converted basis. Dividends will be payable
quarterly in arrears, and may be paid, at the Company's option, in cash or by
increasing the Liquidation Preference (as defined below) of each share of Series
A Preferred Stock by the amount of the applicable dividend. The Company's
ability to pay cash dividends is subject to the restrictions under its existing
credit agreement, and the Company has agreed not to take certain actions that
would preclude its ability to pay cash dividends under its existing credit
agreement and any future indebtedness. The Series A Preferred Stock ranks senior
to the Common Stock with respect to distribution rights and rights upon
liquidation, dissolution or winding up (any of the foregoing, a "Liquidation")
of the Company, on parity with any class or series of capital stock of the
Company expressly designated as ranking on parity with the Series A Preferred
Stock with respect to distribution rights and rights upon a Liquidation, junior
to any class or series of capital stock of the Company expressly designated as
ranking senior to the Series A Preferred Stock with respect to distribution
rights and rights upon a Liquidation and junior in right of payment to the
Company's existing and future indebtedness. Upon a Liquidation, each share of
Series A Preferred Stock will be entitled to receive an amount equal to (i) the
Initial Liquidation Preference of $1,000 per share of Series A Preferred Stock,
plus (ii) any accrued and unpaid Regular Dividends on such share of Series A
Preferred Stock to, but excluding, the date of payment of such amounts (the
"Liquidation Preference").

Conversion rights

Each Holder has the right, at its option, to convert its Series A Preferred
Stock, in whole or in part, into fully paid and non-assessable shares of Common
Stock at a conversion price equal to $17.50 per share, subject to certain
customary adjustments in the event of certain events affecting the price of the
Common Stock.

Until the stockholder approvals contemplated by NASDAQ Global Market (the
"Nasdaq") Listing Standard Rules 5635(a), (b) and (d) are obtained, as
applicable, with respect to the issuance of shares of Common Stock upon
conversion of the Series A Preferred Stock in excess of the limitations imposed
by such rule, the aggregate number of shares of Common Stock issuable or
deliverable upon conversion of any Series A Preferred Stock together with any
shares of Common Stock held by the Purchaser on the Closing Date (subject to
proportionate adjustment for

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stock dividends, stock splits or stock combinations with respect to the Common
Stock) is capped at 19.9% of the shares of Common Stock issued and outstanding
as of the Closing Date (the "Issuance Limitation").

Redemption and Redemption Rights

The Company may redeem all or any of the Series A Preferred Stock for cash at
any time beginning seven years after the Closing Date at a price equal to 105%
of the Liquidation Preference plus accrued and unpaid dividends up to, but
excluding, the redemption date. Upon a "Fundamental Change" (involving a change
of control as further described in the Certificate of Designation), each Holder
will have the right to require the Company to redeem all or any part of the
Holder's Series A Preferred Stock for an amount equal to the greater of (i) the
sum of 105% of the Liquidation Preference and a customary make-whole amount, and
(ii) the amount that such Holder would have received had such Holder,
immediately prior to such "Fundamental Change," converted the Holder's Series A
Preferred Stock into Common Stock, without regard to the Issuance Limitation.

Voting rights and consent

The Holders generally are entitled to vote with the holders of the shares of
Common Stock on all matters submitted for a vote of holders of shares of Common
Stock (voting together with the holders of shares of Common Stock as one class)
on an as-converted basis.

Additionally, subject to certain exceptions, the consent of the Holders of a
majority of the outstanding shares of Series A Preferred Stock (the "Majority
Holders") is required for so long as shares representing 25% of the Series A
Preferred Stock outstanding as of the Closing Date remain outstanding for, among
other things, (i) amendments to the Company's Certificate of Incorporation, the
Certificate of Designation or the Company's Bylaws that adversely affect the
rights, preferences and privileges or powers, or otherwise amend the terms, of
the Series A Preferred Stock, (ii) any increase or decrease of the authorized
number of shares of Series A Preferred Stock, (iii) any issuances of shares of
(a) any class or series of the Company's stock (other than the Series A
Preferred Stock), the terms of which would result in such class or series
ranking equally with the Series A Preferred Stock with respect to the payment of
dividends or the distribution of assets upon the distribution of assets upon the
Company's liquidation, dissolution or winding up, (b) any class or series of the
Company's stock, the terms of which would result in such class or series ranking
senior to the Series A Preferred Stock with respect to the payment of dividends
and the distribution of assets upon the Company's liquidation, dissolution or
winding up, or (c) other securities or equity interests that would have or that
do have preferences or relative, participating, option, special or other rights
senior to or on parity with the Series A Preferred Stock, (iv) the creation of
securities having preferences or relative, participating, option, special or
other rights senior to or on parity with, the Series A Preferred Stock, (v) the
Company to redeem, purchase, or otherwise acquire or pay or declare any dividend
or other distribution on (or pay into or set aside for a sinking fund for any
such purpose) any capital stock of the Company, subject to certain exceptions,
(vi) the Company to enter into a transaction with an affiliate of the Company or
any of its subsidiaries that is material to the Company and its subsidiaries,
(vii) the Company to incur, assume, endorse, guarantee or otherwise become
liable for any indebtedness for borrowed money or issue any debt securities or
any rights to acquire any debt securities, subject to certain exceptions, (viii)
any action to deregister the Common Stock under Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or delist the Common
Stock from the Nasdaq, or (ix) any dissolution, liquidation, bankruptcy or
winding up of the Company. In addition, any action that would adversely affect
the rights of any Holder in a manner disproportionate to the other Holders will
require the consent of such affected Holder.

Board rights

The Majority Holders, voting as a separate class, have the right to elect, for
so long as the Purchaser and its affiliates beneficially own in the aggregate at
least 5% (the "Ownership Condition") of the shares of Common Stock on a fully
diluted basis including the shares of Common Stock issuable upon conversion of
shares of Series A Preferred Stock, one member (the "Series A Director") of the
Board. In addition, the Majority Holders, voting as a separate class, have the
right to elect, for so long as the Purchaser and its affiliates own in the
aggregate at least 10% of the shares of Series A Preferred Stock (or Common
Stock into which it is convertible) outstanding as of the Closing Date, one
non-voting observer to the Board. The Series A Director is entitled to serve on
each committee of the Board, subject to applicable rules and regulations of the
Nasdaq.


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The Certificate of Designation provides that the initial Series A Director shall
be David Chung, and that Mr. Chung will be elected to the Board as promptly as
possible following the Closing to serve as a Class II director for a term
expiring at the Company's 2025 annual meeting of stockholders. As described in
Item 5.02 above, Mr. Chung was appointed to the Board on August 23, 2022
effective upon the Closing. Thereafter, so long as the Ownership Condition
continues to be met, the Company will nominate the Series A Director for
election to the Board by the Company's stockholders.

In connection with the Investment described in Item 1.01 above, on August 23,
2022, the Company issued an aggregate of 115,000 shares of Series A Preferred
Stock. The disclosure required by this Item and included in Item 1.01 of this
Current Report on Form 8-K, including a summary of the material provisions of
the Certificate of Designation governing the Series A Preferred Stock, is
incorporated by reference from the information set forth in Item 1.01 above.

The foregoing descriptions of the Certificate of Designation and Series A
Preferred Stock do not purport to be complete and are qualified in their
entirety by reference to the Certificate of Designation, which is filed as
Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference
herein. There is no established trading market for any of the Series A Preferred
Stock, and the Company does not expect a market to develop. The Company does not
intend to apply for a listing for any of the Series A Preferred Stock on any
securities exchange or other nationally recognized trading system. Without an
active trading market, the liquidity of the Series A Preferred Stock will be
limited.


Item 9.01   Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.                     Description
  3.1                             Certificate of Designation of 

Preferences, rights and limitations of

                                Series A Convertible Preferred Stock.
  10.1                            Registration Rights Agreement, by and 

Between Upland Software, Inc. and

                                Ulysses Aggregator, LP, dated as of August 23, 2022.
104                             The cover page from this Current Report on 

Form 8-K, formatted online

                                XBRL



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