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Coupa Software Inc Form 8-K: Current report

Coupa Software Inc Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2023-02-28: Form 8-K; Period of report 2023-02-28; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
  • 2023-02-23: Form 8-K; Period of report 2023-02-23; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
  • 2023-02-17: Form 8-K; Period of report 2023-02-17; Description 8.01 Other Events; Details 8.01.
  • 2022-12-12: Form 8-K; Period of report 2022-12-11; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2023-02-288-K2023-02-281.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
1.02 The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
2.01 The information set forth in the Introductory Note, Item 3.01, Item 5.01, Item 5.02, Item 5.03 and Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
3.01 The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
3.03 The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
5.01 The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
5.02 The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
5.03 The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
8.01 On February 28, 2023, the Company issued press release announcing completion of the Merger.
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2023-02-238-K2023-02-235.07 Submission of Matters to a Vote of Security Holders5.07 As previously announced, on December 12, 2022, Coupa Software Incorporated, a Delaware corporation (the “Company”, “we”, “us” or “our”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Coupa Holdings, LLC (f/k/a Project CS Parent, LLC), a Delaware limited liability company (“Parent”), and Project CS Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).d468503d8k.htm
2023-02-178-K2023-02-178.01 Other Events8.01 As previously announced, on December 12, 2022, Coupa Software Incorporated, a Delaware corporation (“Company”, “we”, “us” or “our”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Coupa Holdings, LLC (f/k/a Project CS Parent, LLC), a Delaware limited liability company (“Parent”), and Project CS Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).d401918d8k.htm
2022-12-128-K2022-12-111.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.d427934d8k.htm
2022-12-128-K2022-12-122.02 Results of Operations and Financial Condition2.02 On December 12, 2022, Coupa Software Incorporated (the “Company”) issued a press release announcing its results for its third quarter ended October 31, 2022.d401161d8k.htm
2022-12-128-K2022-12-118.01 Other Events8.01 On December 12, 2022, Coupa Software Incorporated (“Coupa” or the “Company”) announced the execution of an Agreement and Plan of Merger, dated as of December 11, 2022, by and among the Company, Project CS Parent, LLC, a Delaware limited liability company (“Parent”), and Project CS Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”).d400208d8k.htm
2022-09-068-K2022-09-062.02 Results of Operations and Financial Condition2.02 On September 6, 2022, Coupa Software Incorporated (the "Company") issued a press release announcing its results for its second quarter ended July 31, 2022.coup-20220906.htm
2022-08-018-K2022-07-275.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On July 27, 2022, the independent members of the Board of Directors (the “Board”) of Coupa Software Incorporated (the “Company”), upon recommendation of the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee” and the “administrator”), approved a special equity incentive grant (the “Special Award”) to Rob Bernshteyn, our chief executive officer (“CEO”), effective as of July 28, 2022 (the “Grant Date”).coup-20220727.htm
2022-06-068-K2022-06-062.02 Results of Operations and Financial Condition2.02 On June 6, 2022, Coupa Software Incorporated (the "Company") issued a press release announcing its results for its first quarter ended April 30, 2022.coup-20220606.htm
2022-05-278-K2022-05-255.07 Submission of Matters to a Vote of Security Holders5.07 On May 25, 2022, Coupa Software Incorporated (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).coup-20220525.htm
2022-03-148-K2022-03-142.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers2.02 On March 14, 2022, Coupa Software Incorporated ("the Company") issued a press release announcing its results for its fourth quarter and fiscal year ended January 31, 2022.
5.02 On March 14, 2022, the Company announced that Todd Ford, Coupa’s President, Finance & Operations, notified the Company of his intention to transition from his current executive position.
coup-20220314.htm
2021-12-068-K2021-12-062.02 Results of Operations and Financial Condition2.02 On December 6, 2021, Coupa Software Incorporated (the "Company") issued a press release announcing its results for its third quarter ended October 31, 2021.coup-20211206.htm
2021-09-078-K2021-09-072.02 Results of Operations and Financial Condition2.02 On September 7, 2021, Coupa Software Incorporated (the "Company") issued a press release announcing its results for its second quarter ended July 31, 2021.coup-20210907.htm
2021-06-078-K2021-06-042.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers2.02 On June 7, 2021, Coupa Software Incorporated (the "Company") issued a press release announcing its results for its first quarter ended April 30, 2021.
5.02 On June 4, 2021, the Company named Todd Ford as the Company’s President of Finance & Operations, Anthony Tiscornia as the Company’s Chief Financial Officer, and Maurizio Baratta as the Company’s Chief Accounting Officer.
coup-20210604.htm
2021-05-288-K2021-05-265.07 Submission of Matters to a Vote of Security Holders5.07 On May 26, 2021, Coupa Software Incorporated (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).coup-20210526.htm
2021-03-168-K2021-03-162.02 Results of Operations and Financial Condition2.02 On March 16, 2021, Coupa Software Incorporated issued a press release announcing its results for its fourth quarter and fiscal year ended January 31, 2021.coup-20210316.htm
2021-01-068-K/A2020-11-029.01 Financial Statements and Exhibits9.01 (a) Financial Statements of Businesses Acquired.coup-20201102.htm
2020-12-078-K2020-12-042.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events2.02 On December 7, 2020, Coupa Software Incorporated issued a press release announcing its results for its third quarter ended October 31, 2020.
5.02 On December 4, 2020, Steven Winter, Coupa’s Chief Revenue Officer, informed the Company of his intent to retire from his current executive position on February 1, 2021, after the completion of the Company’s 2021 fiscal year.
8.01 On December 7, 2020, the Company announced that Rob Glenn, age 54, will be promoted to EVP, Worldwide Sales, effective February 1, 2021, succeeding Mr. Winter as the head of the Company’s global sales function.
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2020-11-068-K2020-11-028.01 Other Events8.01 On November 2, 2020, Coupa Software Incorporated (“Coupa” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC (the “Underwriter”) and certain of the selling stockholders listed in Schedule I thereto (collectively, the “Selling Stockholders”), relating to the offering by the Selling Stockholders of 2,149,008 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-249794).d473939d8k.htm
2020-11-028-K2020-11-021.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
2.01 On November 2, 2020, the Company completed the acquisition contemplated by the Merger Agreement.
3.02 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
7.01 On November 2, 2020, the Company issued a press release announcing that it had entered into the Merger Agreement pursuant to which the Company acquired all of the outstanding equity securities of the Target, subject to the terms and conditions of the Merger Agreement.
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2020-10-068-K2020-10-055.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (d) On October 5, 2020, the board of directors (“Board”) of Coupa Software Incorporated (“Company”), at the recommendation of its Nominating and Governance Committee, increased the authorized number of directors from six to seven and appointed Michelle Brennan to fill the resulting vacancy.coup-20201005.htm
2020-09-088-K2020-09-082.02 Results of Operations and Financial Condition2.02 On September 8, 2020, Coupa Software Incorporated issued a press release announcing its results for its second quarter ended July 31, 2020.d62699d8k.htm
2020-06-168-K2020-06-101.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
2.03 The terms and conditions of the Notes and Indenture described in Item 8.01 of this report are incorporated herein by reference into this Item 2.03.
3.02 The information set forth in Item 8.01 of this report under the headings “Purchase Agreement” and “Indenture” is incorporated by reference into this Item 3.02.
8.01 On June 10, 2020, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with Goldman Sachs & Co. LLC, BofA Securities, Inc., Barclays Capital Inc., and J.P. Morgan Securities LLC, as representatives (the “Representatives”) of the purchasers named therein (collectively, the “Initial Purchasers”), relating to the Company’s sale of $1.38 billion aggregate principal amount of its 0.375% Convertible Senior Notes due 2026 (the “Notes”) to the Initial Purchasers in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for initial resale by the Initial Purchasers to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act.
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2020-06-118-K2020-06-098.01 Other Events8.01 On June 9, 2020, Coupa Software Incorporated (the “Company”) issued a press release announcing its intention to offer convertible senior notes due 2026 in an aggregate principal amount of $1.1 billion in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.d937989d8k.htm
2020-06-088-K2020-06-082.02 Results of Operations and Financial Condition2.02 On June 8, 2020, Coupa Software Incorporated issued a press release announcing its results for its first quarter ended April 30, 2020.d938297d8k.htm
2020-05-298-K2020-05-275.07 Submission of Matters to a Vote of Security Holders5.07 On May 27, 2020, Coupa Software Incorporated (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).coup-8k_20200527.htm
2020-03-168-K2020-03-162.02 Results of Operations and Financial Condition2.02 On March 16, 2020, Coupa Software Incorporated issued a press release announcing its results for its fourth quarter and fiscal year ended January 31, 2020.d895580d8k.htm
2019-12-028-K2019-12-022.02 Results of Operations and Financial Condition2.02 On December 2, 2019, Coupa Software Incorporated issued a press release announcing its results for its third quarter ended October 31, 2019.d840932d8k.htm
2019-09-038-K2019-09-032.02 Results of Operations and Financial Condition2.02 On September 3, 2019, Coupa Software Incorporated issued a press release announcing its results for its second quarter ended July 31, 2019.d754646d8k.htm
2019-07-178-K/A2019-05-069.01 Financial Statements and Exhibits9.01 (a) Financial Statements of Businesses Acquired.d775577d8ka.htm
2019-06-118-K2019-06-061.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
2.03 The terms and conditions of the Notes and Indenture described in Item 8.01 of this report are incorporated herein by reference into this Item 2.03.
3.02 The information set forth in Item 8.01 of this report under the headings “Purchase Agreement” and “Indenture” is incorporated by reference into this Item 3.02.
8.01 On June 6, 2019, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, and Barclays Capital Inc., as representatives (the “Representatives”) of the purchasers named therein (collectively, the “Initial Purchasers”), relating to the Company’s sale of $805 million aggregate principal amount of its 0.125% Convertible Senior Notes due 2025 (the “Notes”) to the Initial Purchasers in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for initial resale by the Initial Purchasers to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act.
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2019-06-078-K2019-06-068.01 Other Events8.01 On June 6, 2019, Coupa Software Incorporated (the “Company”) issued a press release announcing the pricing of its offering of 0.125% convertible senior notes due 2025 in an aggregate principal amount of $700 million (the “Notes”).d761768d8k.htm
2019-06-038-K2019-06-032.02 Results of Operations and Financial Condition2.02 On June 3, 2019, Coupa Software Incorporated issued a press release announcing its results for its first quarter ended April 30, 2019.d757014d8k.htm
2019-05-298-K2019-05-285.07 Submission of Matters to a Vote of Security Holders5.07 On May 28, 2019, Coupa Software Incorporated (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).d756135d8k.htm
2019-05-078-K2019-05-062.01 Completion of Acquisition or Disposition of Assets; 7.01 Regulation FD Disclosure2.01 As previously disclosed, on April 12, 2019, Coupa Software Incorporated (the “Company”) entered into an Agreement and Plan of Merger (the “Agreement”) by and among the Company, Epic Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), Exari Group, Inc., a Delaware corporation (“Exari”), and Beacon Equity Partners, LLC as stockholder representative (the “Stockholder Representative”).
7.01 On May 7, 2019, the Company issued a press release announcing the Closing.
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2019-04-168-K2019-04-121.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
7.01 On April 16, 2019, the Company issued a press release announcing that it had entered into the Agreement.
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2019-03-118-K2019-03-112.02 Results of Operations and Financial Condition2.02 On March 11, 2019, Coupa Software Incorporated issued a press release announcing its results for its fourth quarter and fiscal year ended January 31, 2019.d718565d8k.htm
2019-02-218-K/A2018-12-049.01 Financial Statements and Exhibits9.01 (a) Financial Statements of Businesses Acquired.d679814d8ka.htm
2018-12-108-K2018-12-041.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
2.01 On December 7, 2018, the Company completed the acquisition contemplated by the Purchase Agreement.
7.01 On December 10, 2018, the Company issued a press release announcing that it had entered into the Purchase Agreement pursuant to which the Company acquired all of the outstanding equity securities of the Targets, subject to the terms and conditions of the Purchase Agreement.
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2018-12-038-K2018-12-032.02 Results of Operations and Financial Condition2.02 On December 3, 2018, Coupa Software Incorporated issued a press release announcing its results for its fiscal quarter ended October 31, 2018.d666689d8k.htm
2018-09-048-K2018-09-042.02 Results of Operations and Financial Condition2.02 On September 4, 2018, Coupa Software Incorporated issued a press release announcing its results for its fiscal quarter ended July 31, 2018.d617702d8k.htm
2018-06-048-K2018-06-042.02 Results of Operations and Financial Condition2.02 On June 4, 2018, Coupa Software Incorporated issued a press release announcing its results for its fiscal quarter ended April 30, 2018.d592267d8k.htm
2018-05-248-K2018-05-235.07 Submission of Matters to a Vote of Security Holders5.07 On May 23, 2018, Coupa Software Incorporated (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).d593346d8k.htm
2018-03-128-K2018-03-122.02 Results of Operations and Financial Condition2.02 On March 12, 2018, Coupa Software Incorporated issued a press release announcing its results for its fourth quarter and fiscal year ended January 31, 2018.d540564d8k.htm
2018-02-208-K2018-02-135.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Effective as of February 13, 2018, Neeraj Agrawal resigned from the Board of Directors of Coupa Software Incorporated.d489300d8k.htm
2018-01-188-K2018-01-111.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
2.03 The terms and conditions of the Notes and Indenture described in Item 8.01 of this report are incorporated herein by reference into this Item 2.03.
3.02 The information set forth in Item 8.01 of this report under the headings “Purchase Agreement” and “Indenture” is incorporated by reference into this Item 3.02.
8.01 On January 11, 2018, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, and Goldman Sachs & Co. LLC, as representatives (the “Representatives”) of the purchasers named therein (collectively, the “Initial Purchasers”), relating to the Company’s sale of $230 million aggregate principal amount of its 0.375% Convertible Senior Notes due 2023 (the “Notes”) to the Initial Purchasers in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for initial resale by the Initial Purchasers to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act.
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2018-01-128-K2018-01-118.01 Other Events8.01 On January 11, 2018, Coupa Software Incorporated (the “Company”) issued a press release announcing the pricing of its offering of convertible senior notes due 2023 in an aggregate principal amount of $200 million (the “Notes”).d526273d8k.htm
2018-01-108-K2018-01-108.01 Other Events8.01 On January 10, 2018, Coupa Software Incorporated (the “Company”) issued a press release announcing that it proposes to offer, subject to market conditions and other factors, convertible senior notes due 2023 in an aggregate principal amount of $200 million.d526249d8k.htm
2017-12-048-K2017-12-042.02 Results of Operations and Financial Condition2.02 On December 4, 2017, Coupa Software Incorporated issued a press release announcing its results for the fiscal quarter ended October 31, 2017.d499839d8k.htm
2017-09-058-K2017-09-052.02 Results of Operations and Financial Condition2.02 On September 5, 2017, Coupa Software Incorporated issued a press release announcing its results for the fiscal quarter ended July 31, 2017.d404041d8k.htm
2017-06-058-K2017-06-052.02 Results of Operations and Financial Condition2.02 On June 5, 2017, Coupa Software Incorporated issued a press release announcing its results for the fiscal quarter ended April 30, 2017.d351815d8k.htm
2017-05-238-K2017-05-195.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On May 19, 2017, Coupa Software Incorporated (the “Company”) named Anthony Tiscornia as the Company’s principal accounting officer, effective immediately.d392250d8k.htm
2017-05-198-K2017-05-155.07 Submission of Matters to a Vote of Security Holders5.07 On May 15, 2017, Coupa Software Incorporated (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).d396137d8k.htm
2017-05-038-K2017-05-032.01 Completion of Acquisition or Disposition of Assets2.01 On May 3, 2017, Coupa Software Incorporated (the “Company”) completed the purchase (the “Closing”) of substantially all of the issued and outstanding capital stock held by shareholders (the “Sellers”) of Trade Extensions TradeExt AB, a Swedish corporation that specializes in strategic sourcing (the “Target”), pursuant to the terms of that certain Share Purchase Agreement (the “Acquisition Agreement”), by and among the Company and the Sellers, dated April 7, 2017.d392281d8k.htm
2017-04-078-K2017-04-071.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.d367889d8k.htm
2017-03-138-K2017-03-132.02 Results of Operations and Financial Condition; 8.01 Other Events2.02 On March 13, 2017, Coupa Software Incorporated issued a press release announcing its results for its fourth quarter and fiscal year ended January 31, 2017.
8.01 Coupa’s 2017 Annual Meeting of Stockholders will be held on Monday, May 15, 2017.
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2016-12-058-K2016-12-052.02 Results of Operations and Financial Condition2.02 On December 5, 2016, Coupa Software Incorporated issued a press release announcing its results for its third quarter ended October 31, 2016.d310391d8k.htm