Coupa Software Incorporated (NASDAQ:COUP) Files An 8-K Entry into a Material Definitive Agreement

Coupa Software Incorporated (NASDAQ:COUP) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Entry into a Material Definitive Agreement.

On April7, 2017, Coupa Software Incorporated (the Company)
entered into a Share Purchase Agreement (the Acquisition
Agreement) to which it has agreed to purchase 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).
The Company will pay aggregate consideration of $45 million at
the closing of the transaction (subject to customary upward or
downward adjustments for Targets working capital and other
matters), of which $41 million of the aggregate consideration
will be paid in cash and the remaining $4 million will be paid in
shares of the Companys common stock and issued to certain Sellers
who will be continuing employment with the Company.

The transaction is subject to customary conditions that are to be
met or waived at or prior to the closing. The Acquisition
Agreement contains customary representations, warranties and
covenants for transactions of this type. to the Acquisition
Agreement, the Company and Sellers have agreed to indemnify the
other party for any breach of such partys representations,
warranties and covenants contained in the Acquisition Agreement,
subject to varying survival periods and applicable negotiated
caps, claims procedures and other limitations. The Sellers have
also agreed to non-competition restrictions under the Acquisition
Agreement.

The foregoing description of the Acquisition Agreement and the
transactions contemplated thereby does not purport to be complete
and is qualified in its entirety by the full text of the
Acquisition Agreement, which is filed as Exhibit 2.1 to this Form
8-K and is incorporated into this Item1.01 by reference.

Forward-Looking Statements:

This report includes forward-looking statements. All statements
other than statements of historical facts, including statements
regarding the completion of the transaction, are forward-looking
statements. These forward-looking statements are based on Coupas
current expectations and projections about future events and
trends that Coupa believes may affect its financial condition,
results of operations, strategy, short- and long-term business
operations and objectives, and financial needs.

These forward-looking statements are subject to a number of
risks, uncertainties and assumptions that may cause actual
results to differ materially, including: the risk of failing to
satisfy closing conditions to the transaction; the risk that the
transaction will not close or that closing will be delayed; the
risk that the companies respective businesses will suffer due to
uncertainty related to the transaction; difficulties encountered
in integrating merged businesses, including employee, customer,
supplier and product difficulties; costs related to the
transaction; general market and business conditions; and
unanticipated impact of accounting for the transaction.

These and other risks and uncertainties that could affect Coupas
future results are included under the captions Risk Factors and
Managements Discussion and Analysis of Financial Condition and
Results of Operations, in Coupas annual report on Form 10-K filed
with the SEC on April3, 2017, which is available at
www.investors.coupa.com and on the SECs website at www.sec.gov.
Further information on potential risks that could affect actual
results will be included in other filings Coupa makes with the
SEC from time to time.

The forward-looking statements in this release reflect Coupas
expectations as of April7, 2017. Coupa undertakes no obligation
to update publicly any forward-looking statements for any reason
after the date of this release to conform these statements to
actual results or to changes in our expectations.

Item9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1*		Share Purchase Agreement dated April 7, 2017

*	to Item601(b)(2) of Regulation S-K, certain appendices to this agreement have been omitted. The Company hereby agrees to furnish supplementally to the Securities and Exchange Commission, upon its request, any or all of such omitted appendices.

to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

Dated: April7, 2017

EXHIBIT INDEX

Exhibit No.		Description
2.1*		Share Purchase Agreement dated April 7, 2017

*

About Coupa Software Incorporated (NASDAQ:COUP)
Coupa Software Incorporated is a United States-based company, which provides a unified, cloud-based spend management platform that connects organizations with suppliers globally. The Company offers spend management cloud applications, which are pre-integrated. The platform offers consumerized financial applications. Its spend management suite includes procurement, invoicing, expenses, sourcing, inventory, contract lifecycle management, budgeting, analytics, open business network, supplier information management and storefront. The platform offers features, such as procure-to-pay solution; online invoice management, and inventory management and tracking software system. Its solutions for business needs include financial compliance and mobile productivity. The Company’s solutions for enterprise resource planning (ERP) include Oracle and NetSuite. The Company offers solutions for industries, including financial, healthcare, oil and gas, retail, technology, and food and beverage. Coupa Software Incorporated (NASDAQ:COUP) Recent Trading Information
Coupa Software Incorporated (NASDAQ:COUP) closed its last trading session up +0.23 at 24.86 with 398,644 shares trading hands.