Upland Software adopts poison pill to protect ~$147M in NOLs; triggers at 4.9% stake

Upland Software, Inc.

As of March 31, 2023, Upland had approximately $147 million in U.S. federal net operating loss carryforwards (NOLs).
Plan issues one right per share; rights become exercisable if a person/group acquires 4.9% or more of UPLD common stock without board approval.
Rights expire May 1, 2024; board may redeem at $0.0001 per right prior to distribution date.
Existing 4.9%+ holders may continue owning but cannot acquire additional shares without triggering the plan.
Plan designed to deter an ownership change under Section 382 that would limit use of NOLs to offset future income tax.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Upland Software, Inc.: Certificate of Designations for Series B Junior Participating Preferred Stock filed with Delaware Secretary of State (effective 2023-05-02).

Change: charter amendment
Effective: 2023-05-02

Exact text from the filing

In connection with the adoption of the Plan, the Board of Directors approved a Certificate of Designations of the Series B Junior Participating Preferred Stock (the “ Certificate of Designations ”). The Certificate of Designations was filed with the Secretary of State of the State of Delaware on May 2, 2023.

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Upland Software, Inc. filing history →

Source: SEC EDGAR

accession 0001505155-23-000040

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