Washington, DC 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
June 24, 2021
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer
Identification No.)
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)

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):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.0001 per shareUPLDThe Nasdaq Global Market
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    
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.                                             

Item 8.01 Other Events
On June 24, 2021, Upland Software, Inc. (the “Upland”) issued a press release announcing the June 24, 2021, acquisition of Panviva Pty Ltd ACN 096 472 543, an Australian proprietary company (“Panviva”), pursuant to a Share Purchase Agreement dated June 24, 2021 (the “Purchase Agreement”), by and among Upland, Panviva and the shareholders of Panviva. Pursuant to the Purchase Agreement Upland has acquired 100% of the issued share capital of Panviva.
The purchase price paid for Panviva was $19.8 million in cash at closing (net of cash acquired), paid out of cash on hand, and a $3.5 million cash holdback payable in twelve months (subject to indemnification claims).
Item 9.01      Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
104The cover page from this Current Report on Form 8-K, formatted as Inline XBRL


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 thereunto duly authorized.
By:/s/ Kin Gill
Kin Gill
EVP, Chief Legal Officer and and Secretary
Date: June 24, 2021