Attached files
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| EX-5.1 - EX-5.1 - Upland Software, Inc. | a17-14809_5ex5d1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 12, 2017
UPLAND SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-36720 |
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27-2992077 |
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(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer |
401 Congress Avenue, Suite 1850
Austin, Texas 78701
(Address of principal executive offices, including zip code)
(512) 960-1010
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.01 Entry into a Material Definitive Agreement.
On June 12, 2017, Upland Software, Inc. (the “Company”) closed a previously announced underwritten public offering (the “Offering”) of 1,860,465 shares of its common stock, par value $0.0001 per share (the “Shares”). The Shares were issued and sold pursuant to an underwriting agreement (the “Underwriting Agreement”), dated June 6, 2017, with Needham & Company, LLC and William Blair & Company, L.L.C., as representatives of the several underwriters named therein (the “Underwriters”), at a public offering price per share of $21.50. The Company will receive net proceeds of approximately $37.0 million from the Offering after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. In addition, Upland has granted the underwriters of the offering a 30-day option to purchase up to an additional 279,069 shares of common stock at the public offering price, less the underwriting discounts and commissions.
The Shares were issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-217977) previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated June 6, 2017 and a final prospectus supplement dated June 7, 2017.
The foregoing description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which was previously filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K dated June 7, 2017, and is incorporated herein by reference. A copy of the opinion of Pillsbury Winthrop Shaw Pittman LLP relating to the legality of the issuance and sale of the Shares is attached hereto as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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1.1 |
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Underwriting Agreement, dated June 6, 2017, by and among Upland Software, Inc. and Needham & Company, LLC and William Blair & Company, L.L.C., as representatives of the several underwriters named therein (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K, file number 001-36720, filed with the Securities and Exchange Commission on June 7, 2017) |
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5.1 |
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Opinion of Pillsbury Winthrop Shaw Pittman LLP |
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23.1 |
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Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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UPLAND SOFTWARE, INC. |
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By: |
/s/ John T. McDonald |
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John T. McDonald |
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Chief Executive Officer |
Date: June 12, 2017