UPLD on Nasdaq

Upland Software, Inc.

Leader in AI-powered knowledge and content management software2

In its 2026 annual report the company says: “We sell primarily through a direct sales organization comprised of inside sales and field sales personnel. In addition to our direct sales organization, we have an indirect sales organization that through alliances with strategic partners that can leverage our applications with their complementary services and technologies.”4 It is headquartered in Austin, United States.2 Its shares trade on Nasdaq under the symbol UPLD.2

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Last updated Oct 21, 2026.

Overview

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  • TickerUPLD on Nasdaq2
  • IndustryServices-Prepackaged Software2
  • HeadquartersAustin, United States2
  • Incorporated inTX3
  • Business address900 S. Capital Of Texas Hwy, Las Cimas Iv, Suite 300, Austin, Tx 787463
  • Filer categoryNon-accelerated filer, Smaller reporting company3
  • Legal formCorporation2
  • LEI549300NS277POYJ63W892
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressC/O CORPORATION SERVICE COMPANY, 19808 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 48452152

Upland is a leader in AI-powered knowledge and content management software. Our solutions help enterprises unlock critical knowledge, automate content workflows, and drive measurable ROI in the following business functions:4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

74.8%Gross margin5
2.0%Operating margin5
-17.9%Net margin5
-21.1%Revenue growth, 20255
$24.4MFree cash flow5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Subscription And Support brought in 95% of the revenue Upland Software, Inc. broke down this way in fiscal 2025.

  1. Subscription And Support$205.1M595%down 21% from 2024
  2. Professional services and other$6.5M53%down 21% from 2024
  3. Perpetual License$5.3M52%down 10% from 2024
Products and services by year
Products and services202320242025
Subscription And Support$281.6M$260.7M$205.1M
Professional services and other$10.2M$8.3M$6.5M
Perpetual License$6.1M$5.8M$5.3M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue25¢$54.8M
  • Research and development17¢$36.5M
  • Other costs58¢$125.4M
  • Income tax0¢$232.0K

Out of $216.9M in revenue.5 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending5¢$1.4M
  • Kept or used elsewhere95¢$24.4M

Out of $25.8M of cash from operations.5

Financial statements

Revenue67895$216.9M in 2025−3% since 2019
0$100.0M$200.0M$300.0M$400.0M2019: $222.6M$222.6M20192020: $291.8M$291.8M2020+31%2021: $302.0M$302.0M2021+4%2022: $317.3M$317.3M2022+5%2023: $297.9M$297.9M2023−6%2024: $274.8M$274.8M2024−8%2025: $216.9M$216.9M2025−21%
Gross profit67895$162.1M in 2025+6% since 2019
0$100.0M$200.0M$300.0M2019: $153.5M$153.5M20192020: $193.3M$193.3M2020+26%2021: $202.6M$202.6M2021+5%2022: $213.6M$213.6M2022+5%2023: $201.5M$201.5M2023−6%2024: $193.7M$193.7M2024−4%2025: $162.1M$162.1M2025−16%
Operating income67895$4.4M in 2025
-$200.0M-$150.0M-$100.0M-$50.0M0$50.0M2019: -$24.3M-$24.3M20192020: -$23.8M-$23.8M2020−2%2021: -$34.7M-$34.7M2021+46%2022: -$40.2M-$40.2M2022+16%2023: -$163.9M-$163.9M2023+307%2024: -$102.3M-$102.3M2024−38%2025: $4.4M$4.4M2025
Net income67895-$38.9M in 2025−14% since 2019
-$200.0M-$150.0M-$100.0M-$50.0M02019: -$45.4M-$45.4M20192020: -$51.2M-$51.2M2020+13%2021: -$58.2M-$58.2M2021+14%2022: -$68.4M-$68.4M2022+18%2023: -$179.9M-$179.9M2023+163%2024: -$112.7M-$112.7M2024−37%2025: -$38.9M-$38.9M2025−65%

Every line of the income statement as filed: the last 3 fiscal years, latest first.5

Period ending2025-12-312024-12-312023-12-31
Total revenue$216.9M$274.8M$297.9M
Total cost of revenue$54.8M$81.1M$96.4M
Gross profit$162.1M$193.7M$201.5M
Sales and marketing$44.1M$66.3M$64.3M
Research and development$36.5M$47.4M$49.4M
General and administrative$38.0M$49.5M$61.3M
Depreciation and amortization$26.9M$45.6M$58.6M
Acquisition and divestiture related expenses$9.7M$19.0K$3.1M
Impairment of goodwill and other intangibles$2.5M$87.2M$128.8M
Total operating expenses$157.7M$296.0M$365.4M
Income (loss) from operations$4.4M-$102.3M-$163.9M
Interest expense, net-$15.8M-$8.9M-$18.7M
Non-cash loss on divestitures of businesses-$24.4M$0$0
Loss on debt extinguishment-$2.3M$0$0
Other income (expense), net-$652.0K$1.1M$236.0K
Total other expense, net-$43.1M-$7.8M-$18.4M
Loss before benefit from (provision for) income taxes-$38.7M-$110.1M-$182.4M
Benefit from (provision for) income taxes-$232.0K-$2.6M$2.5M
Net loss-$38.9M-$112.7M-$179.9M
Preferred stock dividends-$5.8M-$5.6M-$5.3M
Net loss attributable to common stockholders, basic-$44.8M-$118.3M-$185.2M
Net loss attributable to common stockholders, diluted-$44.8M-$118.3M-$185.2M
Net loss per common share, basic (in dollars per share)-$1.56-$4.26-$5.77
Net loss per common share, diluted (in dollars per share)-$1.56-$4.26-$5.77
Weighted-average common shares outstanding, basic (in shares)28.6M shares27.8M shares32.1M shares
Weighted-average common shares outstanding, diluted (in shares)28.6M shares27.8M shares32.1M shares

Compare Upland Software, Inc. with another company

Corporate structure

Upland Software, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Upland Software, Inc.

  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Upland Software, Inc., latest Mar 27, 2026 (3 filings since Feb 9, 2023)
  • Schaick Petrus Paulus Van Filed SCHEDULE 13G/A on Upland Software, Inc., latest Nov 10, 2025 (3 filings since Jan 30, 2025)
  • CastleKnight Master Fund LP Filed SCHEDULE 13G/A on Upland Software, Inc., latest Feb 14, 2025 (2 filings since Aug 8, 2024)
  • ULYSSES AGGREGATOR, LP Filed SC 13D/A on Upland Software, Inc., latest Jun 17, 2024 (4 filings since Aug 25, 2022)
  • BlackRock Filed SC 13G/A on Upland Software, Inc., latest Jul 7, 2023 (3 filings since Feb 3, 2022)
  • Marathon Asset Management Ltd Filed SC 13G/A on Upland Software, Inc., latest Feb 8, 2023 (2 filings since Jan 28, 2022)
  • John T. McDonald Filed SC 13D/A on Upland Software, Inc., latest Oct 21, 2022
  • CDAM (UK) Ltd Filed SC 13G/A on Upland Software, Inc., latest Feb 8, 2022
  • Upland Software, Inc. Austin, Texas, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Upland Software, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Computer equipment and software$05 Dec 31, 2025$05 Dec 31, 2024
Accumulated depreciation$4.5M5 Dec 31, 2025$4.7M5 Dec 31, 2024−4.4%
Property and equipment, net$1.8M5 Dec 31, 2025$1.5M5 Dec 31, 2024+19.6%
Operating-lease assets (leased space)$1.7M5 Dec 31, 2025$1.4M5 Dec 31, 2024+25.6%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$29.4M5 Dec 31, 2025$56.4M5 Dec 31, 2024−47.9%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$259.6M5 Dec 31, 2025$261.0M5 Dec 31, 2024−0.5%
Intangible assets, net (excluding goodwill)$62.3M5 Dec 31, 2025$123.9M5 Dec 31, 2024−49.7%
Finite-lived intangibles, gross$235.7M5 Dec 31, 2025$443.7M5 Dec 31, 2024−46.9%
Accumulated amortization$173.4M5 Dec 31, 2025$319.8M5 Dec 31, 2024−45.8%
Finite-lived intangibles, net$62.3M5 Dec 31, 2025$123.9M5 Dec 31, 2024−49.7%

Properties, in its own words

Our principal corporate offices are located in Austin, Texas, where we occupy approximately 10,385 square feet of space under a lease that expires January 2033. We also lease other office facilities domestically, some of which we sublease, located in New Hampshire, Nebraska, North Carolina, Ohio, and Texas. Internationally, we lease office space in Australia, Canada, India, Israel, Malaysia, Netherlands, Romania and the United Kingdom. We believe that our properties are generally suitable to meet our needs for the foreseeable future.

Item 2 of the 10-K filed Mar 3, 2026.4

Leadership

Who has led Upland Software, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (15)

Former names

  • Silverback Acquisition CorpNov 10, 2010 to Nov 10, 20103

Timeline

  1. Aug 14, 20268-K Results of operations37
  2. Aug 5, 20268-K Listing notice or transfer38
  3. Jul 21, 20268-K Executive or director change; Regulation FD disclosure39
  4. Jul 8, 20268-K Other events40
  5. Jul 7, 20268-K Executive or director change41
  6. Jun 4, 20268-K Executive or director change; Bylaws or fiscal year changed; Shareholder vote42
  7. May 4, 2026New chief executive Sean Nathaniel becomes CEO13
  8. May 1, 20268-K Results of operations43
  9. Apr 22, 20268-K Results of operations44
  10. Apr 10, 20268-K Listing notice or transfer45
  11. Mar 13, 20268-K Change of auditor46
  12. Mar 3, 20268-K Results of operations47
  13. Feb 25, 20268-K Executive or director change; Regulation FD disclosure48
  14. Nov 5, 2014New chief executive John T. McDonald becomes CEO14
  15. Jul 7, 2010Founded Upland Software, Inc. is founded2

Calendar

Coming up

  1. Nov 5, 2026Reports results for the quarter ending Sep/202649

When it reported results

  1. Aug 14, 2026Reported quarterly or annual results37
  2. May 1, 2026Reported quarterly or annual results43
  3. Apr 22, 2026Reported quarterly or annual results44
  4. Mar 3, 2026Reported quarterly or annual results47
  5. Nov 6, 2025Reported quarterly or annual results50
  6. Jul 31, 2025Reported quarterly or annual results51
  7. May 12, 2025Reported quarterly or annual results52
  8. Mar 12, 2025Reported quarterly or annual results53

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

321 filings to the SEC since October 2021: 7 annual reports, 17 quarterly reports, 46 major events, 188 insider forms, 19 large holders, 44 other. The latest 20:

  1. Sep 21, 20264 EDGAR
  2. Sep 21, 20264 EDGAR
  3. Sep 21, 20264 EDGAR
  4. Aug 18, 20264 EDGAR
  5. Aug 18, 20263 EDGAR
  6. Aug 14, 202610-Q EDGAR
  7. Aug 14, 20268-K EDGAR
  8. Aug 11, 20264 EDGAR
  9. Aug 10, 20264 EDGAR
  10. Aug 7, 2026144 EDGAR
  11. Aug 6, 2026144 EDGAR
  12. Aug 6, 20264 EDGAR
  13. Aug 5, 2026144 EDGAR
  14. Aug 5, 20268-K EDGAR
  15. Aug 4, 2026144 EDGAR
  16. Aug 4, 20264 EDGAR
  17. Aug 3, 20263 EDGAR
  18. Aug 3, 2026144 EDGAR
  19. Jul 31, 2026144 EDGAR
  20. Jul 21, 20268-K EDGAR

The 321 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

31 open-market trades by officers, directors and large owners since October 2021: 12 buys and 19 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 7, 2026Mattox TimothyDirectorSale847$4.28$3.6KForm 4
Aug 6, 2026Mattox TimothyDirectorSale1,000$4.27$4.3KForm 4
Aug 5, 2026Mattox TimothyDirectorSale1,000$4.53$4.5KForm 4
Aug 4, 2026Mattox TimothyDirectorSale1,000$4.33$4.3KForm 4
Aug 3, 2026Mattox TimothyDirectorSale1,000$4.45$4.5KForm 4
Jul 31, 2026Mattox TimothyDirectorSale1,000$4.48$4.5KForm 4
Sep 11, 2025MCDONALD JOHN TDirectorSale14,438$2.36$34.1KForm 4
Mar 17, 2025Mattox TimothyDirectorSale20,000$3.19$63.8KForm 4
Dec 17, 2024Mattox TimothyDirectorSale2,768$4.56$12.6KForm 4
Nov 14, 2024Mattox TimothyDirectorSale18,000$2.50$45.0KForm 4
Nov 13, 2024Mattox TimothyDirectorSale2,000$2.64$5.3KForm 4
Aug 9, 2024MCDONALD JOHN TDirectorBuy66,365$1.96$130.1KForm 4
Aug 8, 2024MCDONALD JOHN TDirectorBuy33,635$1.98$66.6KForm 4
Nov 21, 2023COURTER STEPHEN EDirectorSale20,448$4.43$90.6KForm 4
Nov 7, 2023Doman DanChief Operating & Product OfcrSale13,996$4.80$67.2KForm 4
Mar 13, 2023MCDONALD JOHN TDirectorBuy10,000$4.75$47.5KForm 4
Mar 10, 2023MCDONALD JOHN TDirectorBuy10,000$4.80$48.0KForm 4
Dec 19, 2022Burk IanChief Business OfficerSale6,266$7.52$47.1KForm 4
Nov 7, 2022Gill Kinloch IIICLO and SecretarySale8,300$7.32$60.8KForm 4
Oct 13, 2022COURTER STEPHEN EDirectorSale3,500$7.06$24.7KForm 4

All 31 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025John T. (Jack) McDonaldChief Executive Officer, President, and Chair62$500.0K$4.8M62
2025Daniel DomanChief Product and Operating Officer$447.9K$1.7M62
2025Michael D. HillChief Financial Officer, Treasurer, and Corporate Secretary$300.0K$617.8K62
2024John T. (Jack) McDonaldChief Executive Officer, President, and Chair62$500.0K$3.9M62
2024Daniel DomanChief Product and Operating Officer$375.0K$1.0M62
2024Michael D. HillChief Financial Officer, Treasurer, and Corporate Secretary$300.0K$790.4K62
2023John T. (Jack) McDonaldChief Executive Officer, President, and Chair62$325.0K$2.9M62
2023Michael D. HillChief Financial Officer, Treasurer, and Corporate Secretary$300.0K$1.2M62
2023Daniel DomanChief Product and Operating Officer$300.0K$1.2M62

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 27. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Ameriprise Financial Inc137,919$644.1K0.0%New
Vanguard Capital Management LLC120,376$562.2K0.0%New
Rice Hall James & Associates, LLC101,143$472.3K0.0%New
CastleKnight Management LP77,720$363.0K0.0%New
BlackRock, Inc.54,961$256.7K0.0%New
D. E. Shaw & Co., Inc.47,867$223.5K0.0%New
RBF Capital, LLC42,754$199.7K0.0%New
Geode Capital Management, LLC35,839$167.4K0.0%New
Two Sigma Investments, LP26,790$125.1K0.0%New
Man Group plc25,265$118.0K0.0%New
Renaissance Technologies LLC24,584$114.8K0.0%New
Vanguard Portfolio Management LLC23,341$109.0K0.0%New
Russell Investments Group, Ltd.21,530$100.5K0.0%New
Jane Street Group, LLC15,585$72.8K0.0%New
Vanguard Fiduciary Trust Co14,350$67.0K0.0%New
UBS Group AG11,658$54.4K0.0%New
Barclays PLC3,164$14.8K0.0%New
Fmr LLC1,720$8.0K0.0%New
Tower Research Capital LLC (TRC)1,002$4.7K0.0%New
Vanguard Global Advisers, LLC966$4.5K0.0%New
Osaic Holdings, Inc.378$1.8K0.0%New
Acadian Asset Management LLC112,368$5240.0%New
Morgan Stanley60$2800.0%New
CoreCap Advisors, LLC50$2340.0%New
Bnp Paribas Financial Markets15$700.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Upland Software, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARUpland Software, Inc.1
  • CIK0001505155
  • Employer ID (EIN)27-29920774
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)7372 Services-Prepackaged Software1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address900 S. Capital Of Texas Hwy, Las Cimas Iv, Suite 300, Austin, TX 787461
  • Phone512-960-10101
  • Shares outstanding2,957,191 as of Aug 10, 202611
  • Public float$47.8M as of Jun 30, 20254
  • AuditorErnst & Young LLP, Austin, Texas PCAOB ID 42; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceNov 10, 20101
  • Filings822 in all: 4 (426), 8-K (130), 10-Q (36), 3 (31), SC 13D/A (18), SC 13G/A (17), S-8 (13), 10-K (12)1
    All 44 form types

    144 (12), 4/A (12), DEF 14A (12), CORRESP (11), SC 13G (11), UPLOAD (9), 8-K/A (6), DEFA14A (5), EFFECT (5), ARS (4), S-3 (4), SC 13D (4), SCHEDULE 13G/A (4), 10-Q/A (3), 3/A (3), 424B3 (3), 424B5 (3), 5 (3), 8-A12B (3), PRE 14A (3), 10-K/A (2), D (2), S-1/A (2), 15-12G (1), 424B4 (1), ARS/A (1), CERTNAS (1), DRS (1), DRS/A (1), DRSLTR (1), FWP (1), S-1 (1), S-3/A (1), S-3ASR (1), S-3DPOS (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Mar 3, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Apr 20, 2026
    Latest 8-K (8-K) Aug 14, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.0001 per shareUPLDThe Nasdaq Global Market
Preferred Stock Purchase RightsThe Nasdaq Global Market

From the cover page of the 10-K filed Mar 3, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Upland Software, Inc. names in Item 1A of its 10-K filed Mar 3, 2026: 49 risks under these headings, as written.4

  • Risks Related to Our Business
  • Market Risks
  • Financial Risks
  • Legal and Regulatory Risks
  • Risks Related to Ownership of Our Common Stock
  • Our business strategy includes plans for organic growth, and our financial condition and results of operations could be adversely affected if we fail to grow or fail to manage our growth effectively.
  • Our growth depends on our ability to retain existing customers and secure additional subscriptions and cross-sell opportunities from existing customers.
  • We depend on our senior management team and the loss of one or more key personnel, or an inability to attract and retain highly skilled personnel may impair our ability to grow our business.
  • Because we generally recognize revenue from our customers over the terms of their agreements, downturns or upturns in our business may not be immediately reflected in our operating results.
  • We face various risks associated with operating as a multinational corporation and our growth and long-term success depends, in part, on our ability to expand our international sales and operations.
  • Our sales cycles can be lengthy and variable, which may cause changes in our operating results.
  • The failure to timely and accurately implement Artificial Intelligence (“AI”), and other new technologies, successfully in our product offerings could have a material adverse effect on our business, competitive position, results of operations, financial condition and prospects, and also result in reputational harm or liability.
The other 42 risks
  • Perpetual license revenue is unpredictable, and a material increase or decrease in perpetual license revenue from period to period can produce substantial variation in the total revenue and earnings we recognize in a given period.
  • Any disruption of service at the data centers that house our equipment and deliver our applications or with our hosting service providers could harm our business.
  • Actual or perceived security vulnerabilities in our solutions and services or cyberattacks on our networks could have a material adverse impact on our business, results of operations and financial condition.
  • Our success depends on our ability to adapt to technological change and continue to innovate.
  • If our applications contain serious errors or defects, we may lose revenue and market acceptance, and we may incur costs to defend or settle product-related claims.
  • If we fail to integrate our applications with other software applications and competitive or adjacent offerings that are developed by others, or fail to make our applications available on mobile and other handheld devices, our applications may become less marketable, less competitive or obsolete, and our operating results could be harmed.
  • Our use of open-source software could negatively affect the performance of our applications and our ability to sell our applications and subject us to possible litigation.
  • Certain of our operating results and financial metrics are difficult to predict as a result of seasonality.
  • We could incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights.
  • We could incur substantial costs in protecting our intellectual property from infringement, and any failure to protect our intellectual property could impair our business.
  • We rely on third-party software that is required for the development and deployment of our applications, which may be difficult to obtain or which could cause errors or failures of our applications.
  • We continually assess the strategic fit of our existing businesses and may sunset and/or divest of certain underperforming or non-strategic assets that are deemed not to fit with our strategic plan or are not achieving the desired return on investment, and we cannot be certain that our business, operating results and financial condition will not be materially and adversely affected.
  • In the past, we have made acquisitions a primary component of our growth strategy. As we have shifted to a focus on organic growth, we will continue to be opportunistic in our review of suitable acquisition candidates, but may not be able to find or consummate acquisitions on acceptable terms, or we may be unable to successfully integrate acquisitions, which could disrupt our operations and adversely impact our business and operating results.
  • The markets in which we participate are intensely competitive, and if we do not compete effectively, our operating results could be adversely affected.
  • Our quarterly operating results may fluctuate in the future. As a result, we may fail to meet or exceed the expectations of research analysts or investors, which could cause our stock price to decline, and you may lose part or all of your investment.
  • Mergers of, or other strategic transactions by, our competitors could weaken our competitive position or reduce our revenue.
  • We may need financing in the future, and any additional financing may result in restrictions on our operations or substantial dilution to our stockholders. We may seek to renegotiate or refinance our loan facility, and we may be unable to do so on acceptable terms or at all.
  • Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations and interest expense to increase significantly.
  • Our Credit Facility contains operating and financial covenants that may restrict our business and financing activities.
  • Fluctuations in the exchange rate of foreign currencies could result in losses on currency transactions.
  • If we are unable to implement and maintain effective internal controls over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports, and the market price of our common stock may be negatively affected.
  • Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
  • In the past we have recorded, and in the future we may be required to record, charges to future earnings if our goodwill or intangible assets become impaired.
  • We may be adversely affected by the effects of inflation.
  • Unanticipated challenges by tax authorities could harm our future results.
  • Taxing authorities may successfully assert that we should have collected or, in the future, should collect additional sales and use taxes, and we could be subject to liability with respect to past or future sales, which could adversely affect our results of operations.
  • Our operating results could be adversely affected by an increase in our effective tax rate as a result of U.S. and foreign tax law changes, outcomes of current or future tax examinations, or by material differences between our forecasted and actual effective tax rates.
  • Tax laws, regulations, and compliance practices are evolving and may have a material adverse effect on our results of operations, cash flows and financial position.
  • Taxing authorities could reallocate our taxable income among our subsidiaries, which could increase our consolidated tax liability.
  • New and evolving AI, privacy, and data protection laws and regulations, and the risks and costs of compliance or noncompliance, could adversely affect our business.
  • Our internal computer systems, or those of any third-party with whom we do business may fail or suffer a cybersecurity incident, such as a data breach or computer virus, which could harm our business by damaging our reputation, exposing us to liability, adversely impacting our revenue, or materially disrupting our operations.
  • Any failure to comply with governmental export and import control laws and regulations could adversely affect our business.
  • If securities or industry analysts do not publish, or cease publishing, research or reports about us, our business or our market, if they publish negative evaluations of our stock, or if we fail to meet the expectations of analysts, the price of our stock and trading volume could decline.
  • Because we do not expect to pay any dividends on our common stock for the foreseeable future, our investors may never receive a return on their investment.
  • Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock, which could negatively impact the market price and liquidity of our common stock and our ability to access the capital markets.
  • Anti-takeover provisions in our amended and restated certificate of incorporation and our amended and restated bylaws, as well as provisions of Delaware law, might discourage, delay or prevent a change in control of our company or changes in our board of directors or management and, therefore, depress the trading price of our common stock.
  • Pursuant to the terms of the Purchase Agreement (as defined herein), we have issued shares of our Series A Preferred Stock that ranks senior to our common stock in priority of distribution rights and rights upon our liquidation, dissolution or winding up and has additional corporate governance rights.
  • The fundamental change redemption feature of our Series A Preferred Stock may make it more difficult for a party to take over our company or discourage a party from taking over our company.
  • We have entered into the 2024 Tax Benefit Preservation Plan, which may not protect the future availability of the Company’s tax assets in all circumstances and which could delay or discourage takeover attempts that some shareholders may consider favorable.
  • General Risks
  • An epidemic, pandemic or contagious disease and measures intended to prevent the spread of such an event could adversely affect our business, results of operations and financial condition.
  • Adverse economic conditions may reduce our customers’ ability to spend money on information technology or software, or our customers may otherwise choose to reduce their spending on information technology or software, which may adversely impact our business.
  • The market price of our common stock may be volatile, which could result in substantial losses for investors.

Legal proceedings

From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any legal proceedings that we believe would, individually or taken together, have a material adverse effect on our business, operating results, financial condition, or cash flows. See Note 9. Commitments and Contingencies.

The opening of Item 3, Legal Proceedings.4

Sources

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