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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Cerence Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2025 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| August 6, 2025 |
cerenceaiq3fy25pressrele Press Release Contact Information For Media: press@cerence. |
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| August 6, 2025 |
cerenceaiq3fy25earningsd © 2025 Cerence Inc. Cerence Q3 August 6, 2025 Brian Krzanich, Chief Executive Officer Tony Rodriquez, Chief Financial Officer © 2025 Cerence Inc. Forward-Looking Statements Statements in this presentation regarding: Cerence’s future performance, results and financial condition; expected growth, profitability and cash flow; outlook and momentum; transformation plans and cos |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39030 CERENCE INC. |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| May 7, 2025 |
Exhibit 99.1 Cerence Announces Second Quarter Fiscal 2025 Results; Revenue and Profitability Exceed High End of Guidance Headlines • Revenue of $78M; free cash flow of $13.1M marks fourth consecutive positive quarter • Company reiterates full-year guidance for revenue and raises full-year guidance for profitability and cash flow • Continued innovation and customer momentum for Cerence xUI, the com |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39030 CERENCE INC. |
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| May 7, 2025 | ||
| May 7, 2025 |
Amendment No. 1 to Second Amended and Restated By-laws of Cerence Inc. Exhibit 3.3 CERENCE INC. AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED BY-LAWS This Amendment No. 1 to the Second Amended and Restated By-Laws (as amended, the “By-laws”) of Cerence Inc., a Delaware corporation (the “Corporation”), is effective as of April 30, 2025. ARTICLE V, SECTION 5.10 of the By-laws entitled “Controller” is hereby amended and restated in its entirety to read as follows: SECT |
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| March 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2025 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| March 20, 2025 |
Cerence AI Adds Former Ford Executive Marion Harris to its Board of Directors Exhibit 99.1 Cerence AI Adds Former Ford Executive Marion Harris to its Board of Directors Harris, an influential automotive and financial leader, brings decades of experience at one of the world’s leading automakers to the Cerence AI Board BURLINGTON, Mass., March 20, 2025 – Cerence Inc. (NASDAQ: CRNC) (“Cerence AI”), a global leader pioneering conversational AI-powered user experiences, today an |
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| February 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2025 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| February 6, 2025 |
Retention Bonus Agreement, dated January 2, 2025, by and between Cerence Inc. and Christian Mentz Exhibit 10.8 Christian Mentz EVP – Chief Revenue Officer Retention Bonus Opportunity At this time, Cerence (“the Company”) considers it to be in the best interest of the Company to promote and preserve the employment of certain employees (the “Designated Employees”). You are a Designated Employee and, therefore, the Company has determined that appropriate steps should be taken to reinforce and enc |
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| February 6, 2025 |
Termination Agreement by and between the Company and Stefan Ortmanns Exhibit 10.1 AUFHEBUNGSVERTRAG TERMINATION AGREEMENT zwischen between Cerence GmbH Jülicher Straße 376, 52070 Aachen Deutschland / Germany - die „Gesellschaft" - - the "Company" - und and Dr. Stefan Ortmanns Walter-Scheibler-Straße 24, 52156 Monschau Deutschland / Germany - der „Mitarbeiter" - - the "Employee" - nachfolgend gemeinsam die „Parteien“ und jeweils einzeln auch die „Partei“ hereinafter |
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| February 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39030 CERENCE INC. |
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| February 6, 2025 |
Promotion Offer Letter, dated January 2, 2025, by and between Cerence Inc. and Christian Mentz Exhibit 10.7 January 2, 2025 Christian Mentz Dear Christian, Congratulations! It is with great pleasure that I confirm the offer to promote you to the position of Executive Vice President – Chief Revenue Officer of Cerence, Inc. (“Cerence” or the “Company”). This offer is contingent on you entering into this letter agreement and satisfying the Terms and Conditions set forth below. Your promotion w |
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| February 6, 2025 |
Cerence Q1 FY25 Earnings Presentation Brian Krzanich, Chief Executive Officer Tony Rodriquez, Chief Financial Officer February 6, 2025 Exhibit 99. |
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| February 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2025 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| February 6, 2025 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Cerence Inc. |
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| February 6, 2025 |
Exhibit 99.1 Cerence Announces First Quarter Fiscal 2025 Results BURLINGTON, Mass., February 6, 2025 – Cerence Inc. (NASDAQ: CRNC) (“Cerence AI”), a global industry leader in AI for transportation, today reported its first quarter fiscal year 2025 results for the quarter ended December 31, 2024. Results Summary (1,2) (in millions, except per share data) Three Months Ended December 31, 2024 2023 GA |
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| January 16, 2025 |
Exhibit 24-1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Brian Krzanich and Antonio Rodriquez, jointly and severally, as such person’s attorneys-in-fact, each with the power of substitution, for such person in any and all capacities, to sign any amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. |
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| January 16, 2025 |
As filed with the Securities and Exchange Commission on January 16, 2025 As filed with the Securities and Exchange Commission on January 16, 2025 Registration No. |
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| January 16, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cerence Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par value per |
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| December 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e) |
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| December 31, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitte |
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| December 23, 2024 |
Cerence Announces Repurchase of $27 Million of 3% Senior Notes Due 2025 Exhibit 99.1 Cerence Announces Repurchase of $27 Million of 3% Senior Notes Due 2025 December 23, 2024 BURLINGTON, Mass., Dec. 23, 2024 (GLOBE NEWSWIRE) — Cerence Inc. (NASDAQ: CRNC) (“Cerence AI” or “the Company”), a global leader in AI for transportation, today announced that, in light of its current cash position and outlook for future cash generation, the Company entered into privately negotia |
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| December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| December 13, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitte |
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| December 5, 2024 |
Amendment No. 2 to the Cerence Inc. 2024 Inducement Plan EX-99.3 Exhibit 99.3 AMENDMENT NO. 2 TO THE CERENCE INC. 2024 INDUCEMENT PLAN WHEREAS, Cerence Inc. (the “Company”) maintains the Cerence Inc. 2024 Inducement Plan (as amended, the “Plan”), which was previously adopted by the Board of Directors of the Company (the “Board”); WHEREAS, the Board believes that the number of shares of Stock (as defined in the Plan) remaining available for issuance unde |
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| December 5, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cerence Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par value per |
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| December 5, 2024 |
As filed with the Securities and Exchange Commission on December 5, 2024 S-8 As filed with the Securities and Exchange Commission on December 5, 2024 Registration No. |
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| December 3, 2024 |
Offer Letter by and between the Company and Antonio Rodriquez, dated November 29, 2024 Exhibit 10.1 November 27, 2024 Antonio (“Tony”) Rodriquez 1843 Lookout Drive Agoura Hills, CA 91301 United States of America Dear Tony, Congratulations! It is with great pleasure that I confirm Cerence Operating Company’s (“Cerence” or the “Company”) offer of employment for the position of Executive Vice President – Chief Financial Officer of Cerence Inc. In this position, you will report to Brian |
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| December 3, 2024 |
Exhibit 10.2 CERENCE INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Antonio Rodriquez (“Executive”) and Cerence Inc., a Delaware corporation (the “Company”), effective as of the later of (i) the latest date on the signature page of this Agreement and (ii) the date Executive’s employment with th |
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| December 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| December 3, 2024 |
Amendment No. 2 to Cerence Inc. 2024 Inducement Plan Exhibit 10.3 AMENDMENT NO. 2 TO THE CERENCE INC. 2024 INDUCEMENT PLAN WHEREAS, Cerence Inc. (the “Company”) maintains the Cerence Inc. 2024 Inducement Plan (as amended, the “Plan”), which was previously adopted by the Board of Directors of the Company (the “Board”); WHEREAS, the Board believes that the number of shares of Stock (as defined in the Plan) remaining available for issuance under the Pl |
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| December 3, 2024 |
Cerence AI Names Tony Rodriquez as Chief Financial Officer Exhibit 99.1 Cerence AI Names Tony Rodriquez as Chief Financial Officer BURLINGTON, Mass., December 3, 2024 – Cerence Inc. (NASDAQ: CRNC) (“Cerence AI”), a global industry leader in AI for transportation, today announced that it has appointed Antonio (“Tony”) Rodriquez as its Chief Financial Officer (CFO), effective November 29, 2024. As Cerence AI’s CFO, Mr. Rodriquez will be focused on accelerat |
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| November 25, 2024 |
Exhibit 97.1 CERENCE INC. COMPENSATION RECOVERY POLICY Adopted as of August 1, 2023 Cerence Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons (as defined below) in ac |
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| November 25, 2024 |
Promotion Offer Letter, dated August 16, 2024, by and between Cerence Inc. and Nils Schanz Cerence Inc. 25 Mall Road 4th floor, Suite # 416 Burlington, MA 01803 USA cerence.com Exhibit 10.34 August 16, 2024 Nils Schanz Dear Nils, Congratulations! It is with great pleasure that I confirm the offer to promote you to the position of Executive Vice President Product & Technology of Cerence, Inc. (“Cerence” or the “Company”). Your promotion will be effective on August 1, 2024 (the “Promotion |
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| November 25, 2024 |
Cerence Insider Trading Policy - Global Exhibit 19.1 Cerence Insider Trading Policy - Global Effective date/last amended: November 2024 Approved by: Board of Directors Policy on page 2 • Insider Trading and Tipping Are Prohibited At All Times on page 2 • No Trading During “Blackout” Periods on page 3 • Sole Exception to Prohibition Against Trading When in Possession of Material, Non-Public Information or During a Blackout Period on page |
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| November 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39030 CERENCE INC |
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| November 25, 2024 |
Retention Bonus Agreement, dated August 17, 2024, by and between Cerence Inc. and Nils Schanz Exhibit 10.35 Nils Schanz EVP – Product & Technology Retention Bonus Opportunity At this time, Cerence (“the Company”) considers it to be in the best interest of the Company to promote and preserve the employment of certain employees (the “Designated Employees”). You are a Designated Employee and, therefore, the Company has determined that appropriate steps should be taken to reinforce and encoura |
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| November 25, 2024 |
Subsidiaries of the Registrant Exhibit 21.1 SUBSIDIARIES OF CERENCE INC. Subsidiary Name Jurisdiction Type Cerence AI LLC Delaware Domestic Cerence Operating Company Delaware Domestic Consolidated Mobile Corporation Delaware Domestic VoiceBox Technologies LLC Delaware Domestic AMS Solutions Corporation Massachusetts Domestic Multi-Corp International Ltd. Barbados International Cerence BVBA Belgium International Cerence Acquisit |
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| November 21, 2024 |
Exhibit 99.1 Cerence Announces Fourth Quarter and Fiscal Year 2024 Results Headlines • Q4 Revenue exceeds high end of guidance; positive cash flow from operations of $6.1 million • Transformation plan on track to deliver net annualized cost savings of $35-$40 million • Initial FY25 revenue guidance of $236 to $247 million • Record high of 22 platform launches in FY24, including 6 for generative AI |
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| November 21, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| November 21, 2024 |
Cerence Q4 FY24 Earnings Presentation Brian Krzanich, Chief Executive Officer Tony Rodriquez, Interim Chief Financial Officer November 21, 2024 Exhibit 99. |
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| November 14, 2024 |
CRNC / Cerence Inc. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SC 13G/A 1 d909475dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #8 Under the Securities and Exchange Act of 1934 Cerence Inc (Name of Issuer) Common Stock (Title of Class of Securities) 156727109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| November 14, 2024 |
EX-99.I 2 d909475dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| November 14, 2024 |
to Schedule 13G Joint Filing Agreement EX-99.II 3 d909475dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated November 14, 2024 in connection with their beneficial ownership of Cerence Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this E |
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| October 25, 2024 |
EX-99.1 2 ex993.txt JOINT FILING AGREEMENT Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but n |
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| October 25, 2024 |
EX-99.1 2 ex993.txt JOINT FILING AGREEMENT Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but n |
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| October 10, 2024 |
Amendment No. 1 to the Cerence Inc. 2024 Inducement Plan Exhibit 99.2 AMENDMENT NO. 1 TO THE CERENCE INC. 2024 INDUCEMENT PLAN WHEREAS, Cerence Inc. (the “Company”) maintains the Cerence Inc. 2024 Inducement Plan (the “Plan”), which was previously adopted by the Board of Directors of the Company (the “Board”); WHEREAS, the Board believes that the number of shares of Stock (as defined in the Plan) remaining available for issuance under the Plan has becom |
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| October 10, 2024 |
As filed with the Securities and Exchange Commission on October 10, 2024 S-8 1 d712983ds8.htm S-8 As filed with the Securities and Exchange Commission on October 10, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 CERENCE INC. (Exact name of registrant as specified in its charter) Delaware 83-4177087 (State or other jurisdiction of incorporation or org |
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| October 10, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cerence Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par value per |
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| October 7, 2024 |
Offer Letter by and between the Company and Brian Krzanich Exhibit 10.1 Cerence Inc. 25 Mall Road 4th floor, Suite # 416 Burlington, MA 01803 USA cerence.com September 30, 2024 Brian Krzanich Dear Brian: It is with great pleasure that I confirm Cerence Inc.’s (“Cerence” or the “Company”) offer of employment (the “Offer”) for the position of President and Chief Executive Officer of the Company (“CEO”). If you accept this Offer, your first day of employm |
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| October 7, 2024 |
Cerence Appoints Brian Krzanich as Chief Executive Officer Exhibit 99.1 Cerence Appoints Brian Krzanich as Chief Executive Officer Company Reaffirms Fourth Quarter Fiscal 2024 Guidance BURLINGTON, Mass., October, 7, 2024 – Cerence Inc. (NASDAQ: CRNC), AI for a world in motion, today announced that Brian Krzanich has been appointed Chief Executive Officer and a member of the Board of Directors, effective immediately. Mr. Krzanich succeeds Stefan Ortmanns, |
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| October 7, 2024 |
Amendment No. 1 to Cerence Inc. 2024 Inducement Plan Exhibit 10.3 AMENDMENT NO. 1 TO THE CERENCE INC. 2024 INDUCEMENT PLAN WHEREAS, Cerence Inc. (the “Company”) maintains the Cerence Inc. 2024 Inducement Plan (the “Plan”), which was previously adopted by the Board of Directors of the Company (the “Board”); WHEREAS, the Board believes that the number of shares of Stock (as defined in the Plan) remaining available for issuance under the Plan has becom |
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| October 7, 2024 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| October 7, 2024 |
Exhibit 10.2 CERENCE INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Brian Krzanich (“Executive”) and Cerence Inc., a Delaware corporation (the “Company”), effective as of the later of (i) the latest date on the signature page of this Agreement and (ii) the date Executive’s employment with the C |
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| August 14, 2024 |
CRNC / Cerence Inc. / AMERICAN CAPITAL MANAGEMENT INC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cerence, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 156727109 (CUSIP Number) June 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi |
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| August 9, 2024 |
Promotion Offer Letter, dated June 7, 2024, by and between Cerence Inc. and Jennifer Salinas Exhibit 10.2 June 7, 2024 Jennifer Salinas Dear Jennifer, Congratulations! It is with great pleasure that I confirm the offer to promote you to the position of Executive Vice President – Chief Administrative Officer of Cerence, Inc. (“Cerence” or the “Company”). This offer is contingent on you entering into this letter agreement and satisfying the Terms and Conditions set forth below. Your promoti |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39030 CERENCE INC. |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| August 8, 2024 |
Exhibit 99.1 Cerence Announces Third Quarter Fiscal Year 2024 Results Headlines • Q3 revenue in-line with guidance; positive cash flow from operations of $12.9 million • Five generative AI customer programs released to production • Transformation plans estimated to deliver net annualized cost savings of $35-40 million, predominantly realized in FY25 BURLINGTON, Mass., August 8, 2024 – Cerence Inc. |
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| August 8, 2024 |
Cerence Q3 FY24 Earnings Presentation Stefan Ortmanns, Chief Executive Officer Tony Rodriquez, Interim Chief Financial Officer Rich Yerganian, SVP of Investor Relations August 8, 2024 Exhibit 99. |
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| July 25, 2024 |
EX-99.1 2 ex993.txt JOINT FILING AGREEMENT Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but n |
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| July 2, 2024 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| July 2, 2024 |
Cerence Announces Expanded Role for Chief Product Officer Nils Schanz Exhibit 99.1 Cerence Announces Expanded Role for Chief Product Officer Nils Schanz • Schanz to Assume Chief Technology Officer Responsibilities • Company Reaffirms Third Quarter Fiscal 2024 Guidance BURLINGTON, Mass., July 2, 2024 – Cerence Inc. (NASDAQ: CRNC), AI for a world in motion, today announced that as part of its ongoing transformation efforts, Chief Product Officer Nils Schanz has been a |
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| June 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| May 10, 2024 |
Exhibit 10.2 CERENCE INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Daniel Tempesta (“Executive”) and Cerence Inc., a Delaware corporation (the “Company”), effective as of the later of (1) the latest date on the signature page of this Agreement and (ii) the date Executive’s employment with the |
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| May 10, 2024 |
Offer Letter, dated February 27, 2024, by and between Cerence Inc. and Daniel Tempesta. Exhibit 10.1 Cerence Inc. 25 Mall Road 4th floor, Suite # 416 Burlington, MA 01803 USA cerence.com February 27, 2024 Daniel Tempesta 82 Arlington Street Winchester, MA 01890 Dear Dan, Congratulations! It is with great pleasure that I confirm Cerence Operating Company’s (“Cerence” or the “Company”) offer of employment for the position of Executive Vice President – Chief Financial Officer. In this p |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39030 CERENCE INC. |
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| May 10, 2024 |
Form of Indemnification Agreement Exhibit 10.4 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of [Date], 2024 by and between Cerence Inc., a Delaware corporation (the “Company”), and [Name of Indemnitee] (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in order to induce Ind |
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| May 9, 2024 |
EXHIBIT 99.3 Cerence Inc. Second Quarter FY2024 Financial Results Conference Call Prepared Remarks of Stefan Ortmanns, Chief Executive Officer and Dan Tempesta, Chief Financial Officer May 9, 2024 8:30 A.M. Eastern INTRO RICH YERGANIAN Welcome to Cerence’s second quarter of fiscal year 2024 conference call. Slide #2 SAFE HARBOR Before we begin, I would like to remind you that this call may involve |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| May 9, 2024 |
Cerence Q2 FY24 Earnings Presentation Stefan Ortmanns, Chief Executive Officer Dan Tempesta, Chief Financial Officer Rich Yerganian, SVP of Investor Relations May 9, 2024 Exhibit 99. |
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| May 9, 2024 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commi |
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| May 9, 2024 |
Exhibit 99.1 Cerence Announces Second Quarter Fiscal Year 2024 Results Headlines • Q2 revenue above the high end of the guidance range due to OEM-related adjustments; however, Company lowering its FY24 guidance and withdrawing its multi-year plan • Included in Q2 results is a Goodwill impairment charge of approximately $252 million • Company believes that initial success with new generative AI pro |
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| April 15, 2024 |
Exhibit 10.1 AMENDMENT NO. 3 TO CREDIT AGREEMENT AMENDMENT NO. 3, dated as of April 12, 2024 (this “Amendment”), to the Credit Agreement, dated as of June 12, 2020 (as amended by Amendment No. 1 to Credit Agreement, dated as of December 17, 2020, as amended by Amendment No. 2 to Credit Agreement, dated as of November 22, 2022, and as further amended, restated, supplemented or otherwise modified th |
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| April 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| March 4, 2024 |
As filed with the Securities and Exchange Commission on March 4, 2024 As filed with the Securities and Exchange Commission on March 4, 2024 Registration No. |
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| March 4, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cerence Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of registration fee Equity Common Stock, $0.01 par value |
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| March 4, 2024 |
As filed with the Securities and Exchange Commission on March 4, 2024 As filed with the Securities and Exchange Commission on March 4, 2024 Registration No. |
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| March 4, 2024 |
2024 Inducement Plan and form of award agreement thereunder. Exhibit 10.1 CERENCE INC. 2024 INDUCEMENT PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and includes certain operational rules related to those terms. 2. PURPOSE The purpose of the Plan is to enable the Company to grant equity awards to induce highly-qualified prospective officers and employees who are not currently employed by the Comp |
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| March 4, 2024 |
Exhibit 99.1 Cerence Names Daniel Tempesta as Chief Financial Officer Tempesta joins Cerence following 15-year tenure at Nuance Communications; current CFO Tom Beaudoin will retain seat on Cerence’s Board of Directors BURLINGTON, Mass., March 4, 2024 – Cerence Inc. (NASDAQ: CRNC), AI for a world in motion, today announced that it has appointed Daniel Tempesta as its new Chief Financial Officer (CF |
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| March 4, 2024 |
Cerence Inc. 2024 Inducement Plan and form of award agreements thereunder Exhibit 99.1 CERENCE INC. 2024 INDUCEMENT PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and includes certain operational rules related to those terms. 2. PURPOSE The purpose of the Plan is to enable the Company to grant equity awards to induce highly-qualified prospective officers and employees who are not currently employed by the Comp |
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| March 4, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cerence Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of registration fee Equity Common Stock, $0.01 par value per |
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| March 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| February 14, 2024 |
EX-99.I 2 d51227dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| February 14, 2024 |
CRNC / Cerence Inc. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SC 13G/A 1 d51227dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #7 Under the Securities and Exchange Act of 1934 Cerence Inc (Name of Issuer) Common Stock (Title of Class of Securities) 156727109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 14, 2024 |
to Schedule 13G Joint Filing Agreement EX-99.II 3 d51227dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2024 in connection with their beneficial ownership of Cerence Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Ex |
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| February 13, 2024 |
CRNC / Cerence Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0573-cerenceinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Cerence Inc Title of Class of Securities: Common Stock CUSIP Number: 156727109 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pur |
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| February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39030 CERENCE INC. |
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| February 6, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2024 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| February 6, 2024 |
Cerence Q1 FY24 Earnings Presentation Stefan Ortmanns, Chief Executive Officer Tom Beaudoin, Chief Financial Officer Rich Yerganian, SVP of Investor Relations February 6, 2024 Exhibit 99. |
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| February 6, 2024 |
Exhibit 99.1 Cerence Announces First Quarter Fiscal Year 2024 Results Headlines • Revenue and profitability exceed the high end of guidance, leading to six quarters of strong execution • Announced AI partnerships with NVIDIA and Microsoft • Maintained a leadership position, with Cerence penetration staying strong at 54% of global auto production • New business included a win-back for a large Japan |
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| January 5, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitte |
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| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e) |
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| November 29, 2023 |
Description of Registrant's Securities Exhibit 4.3 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The summary of the general terms and provisions of the registered securities of Cerence Inc. (“Cerence,” “we,” or “our”) set forth below does not purport to be complete and is subject to and qualified in its entirety by reference to our Amended and Restated Ce |
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| November 29, 2023 |
Exhibit 10.25 CERENCE INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Iqbal Arshad (“Executive”) and Cerence Inc., a Delaware corporation (the “Company”), effective as of the later of (i) the latest date on the signature page of this Agreement and (ii) the date Executive’s employment with the Co |
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| November 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39030 CERENCE INC. |
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| November 29, 2023 |
Offer Letter, dated April 21, 2023, by and between Cerence Inc. and Iqbal Arshad Exhibit 10.24 Cerence Inc. 1 Burlington Woods 3rd floor, Suite # 301A Burlington, MA 01803 USA cerence.com April 21, 2023 Iqbal Arshad Chicago, IL USA Dear Iqbal, Congratulations! It is with great pleasure that I confirm Cerence Operating Company’s (“Cerence” or the “Company”) offer of employment for the position of Executive Vice President – Chief Technology Officer. In this position, you will re |
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| November 29, 2023 |
Subsidiaries of the Registrant Exhibit 21.1 SUBSIDIARIES OF CERENCE INC. Subsidiary Name Jurisdiction Type Cerence AI LLC Delaware Domestic Cerence Operating Company Delaware Domestic Consolidated Mobile Corporation Delaware Domestic VoiceBox Technologies LLC Delaware Domestic AMS Solutions Corporation Massachusetts Domestic Multi-Corp International Ltd. Barbados International Cerence BVBA Belgium International Cerence Acquisit |
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| November 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2023 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| November 27, 2023 |
Cerence Fiscal Q4 and Full Year Earnings Stefan Ortmanns, Chief Executive Officer Tom Beaudoin, Chief Financial Officer Nils Schanz, Chief Product Officer Rich Yerganian, SVP of Investor Relations November 27, 2023 Exhibit 99. |
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| November 27, 2023 |
Exhibit 99.1 Cerence Announces Fourth Quarter and Fiscal Year 2023 Results Headlines • Revenue and profitability exceed the high end of the initially guided range for the full fiscal year • Five consecutive quarters of strong execution • Fourteen strategic design wins in the fiscal year including five competitive winbacks • Maintain a leadership position with Cerence penetration staying strong at |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39030 CERENCE INC. |
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| August 8, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| August 8, 2023 |
Exhibit 99.1 Cerence Announces Third Quarter Fiscal Year 2023 Results Headlines • On track to achieve full fiscal year revenue guidance • Strategic wins for connected services for a major Japanese OEM and Emergency Vehicle Detection for a major Korean OEM's ADAS platform • Two-wheeler design win for major Japanese brand; four two-wheeler manufacturers start production (SOP) • Successful convertibl |
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| August 8, 2023 |
Cerence Q3 FY23 Earnings Presentation Stefan Ortmanns, Chief Executive Officer Tom Beaudoin, Chief Financial Officer Iqbal Arshad, Chief Technology Officer Rich Yerganian, SVP of Investor Relations August 8, 2023 Exhibit 99. |
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| June 26, 2023 |
EX-4.1 Exhibit 4.1 CERENCE INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 26, 2023 1.50% Convertible Senior Notes due 2028 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 References to Interest 15 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES 15 Section 2.01 Designation and Amount 15 |
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| June 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2023 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| June 22, 2023 |
Cerence Inc. Announces Proposed Offering of $190 Million Convertible Senior Notes due 2028 EX-99.1 Exhibit 99.1 Cerence Inc. Announces Proposed Offering of $190 Million Convertible Senior Notes due 2028 BURLINGTON, Mass., June 21, 2023—Cerence Inc. (NASDAQ: CRNC), AI for a world in motion, announced today that it intends to offer, subject to market conditions and other factors, $190.0 million aggregate principal amount of convertible senior notes due 2028 (the “notes”) in a private offe |
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| June 22, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| June 22, 2023 |
Cerence Inc. Prices Offering of $190 Million 1.50% Convertible Senior Notes due 2028 EX-99.2 Exhibit 99.2 Cerence Inc. Prices Offering of $190 Million 1.50% Convertible Senior Notes due 2028 BURLINGTON, Mass., June 22, 2023—Cerence Inc. (NASDAQ: CRNC), AI for a world in motion, announced today the pricing of $190.0 million aggregate principal amount of 1.50% convertible senior notes due 2028 (the “notes”) in a private offering (the “offering”) only to persons reasonably believed t |
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| June 12, 2023 |
CRNC / Cerence Inc / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #6 Under the Securities and Exchange Act of 1934 Cerence Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 156727109 (CUSIP Number) May 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Thi |
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| June 12, 2023 |
to Schedule 13G Joint Filing Agreement EX-99.II 3 d463145dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated May 12, 2023 in connection with their beneficial ownership of Cerence Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibi |
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| June 12, 2023 |
EX-99.I 2 d463145dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| June 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2023 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| June 1, 2023 |
Cerence Adds Former Ford Executive Marcy Klevorn to its Board of Directors Exhibit 99.1 Cerence Adds Former Ford Executive Marcy Klevorn to its Board of Directors Influential technology and transformation leader brings decades of experience at one of the world’s leading automakers BURLINGTON, Mass., June 1, 2023 – Cerence Inc. (NASDAQ: CRNC), AI for a world in motion, today announced that Marcy Klevorn has been appointed to serve as an independent, non-executive director |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| May 9, 2023 |
Cerence Q2FY23 Earnings Presentation Stefan Ortmanns, CEO Tom Beaudoin, CFO Rich Yerganian, SVP of Investor Relations May 9, 2023 Destination Next Exhibit 99. |
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| May 9, 2023 |
Transitional Service and Advisory Agreement by and between Cerence Inc. and Prateek Kathpal Exhibit 10.1 TRANSITIONAL SERVICES AND ADVISORY AGREEMENT This Transitional Services and Advisory Agreement (this “Agreement”) is entered into between Prateek Kathpal (the “Executive”) and Cerence Inc., a Delaware corporation (the “Company,” and together with the Executive, the “Parties”). WHEREAS, the Executive currently serves as the Company’s Chief Technology Officer (“CTO”); WHEREAS, the Execu |
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| May 9, 2023 |
Exhibit 99.1 Cerence Announces Second Quarter Fiscal Year 2023 Results Headlines • Strong Core Business drives revenue and profitability • Bookings for the first six months of $263M with visibility into an expected strong second half of the fiscal year • Cerence records another win-back for providing connected services in North America for a global luxury OEM • Generative AI drives enhanced versio |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39030 CERENCE INC. |
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| May 4, 2023 |
Second Amended and Restated By-laws of Cerence Inc. EX-3.1 Exhibit 3.1 CERENCE INC. SECOND AMENDED AND RESTATED BY-LAWS Effective as of April 28, 2023 ARTICLE I Offices SECTION 1.1 Registered Office. The registered office of Cerence Inc. (hereinafter, the “Corporation”) in the State of Delaware shall be at 1209 Orange Street, Corporation Trust Center, Wilmington, New Castle County, Delaware 19801, and the registered agent shall be Corporation Trust |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2023 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| April 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2023 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| April 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| February 14, 2023 |
CRNC / Cerence Inc / Vulcan Value Partners, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)1 Cerence Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 156727109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| February 14, 2023 |
to Schedule 13G Joint Filing Agreement EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2023 in connection with their beneficial ownership of Cerence Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibit is attached and make an |
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| February 14, 2023 |
CRNC / Cerence Inc / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #5 Under the Securities and Exchange Act of 1934 Cerence Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 156727109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed |
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| February 14, 2023 |
EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| February 10, 2023 |
CRNC / Cerence Inc / Clearbridge Investments, LLC Passive Investment cere22a3.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 156727109 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* CERENCE INC. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 156727109 (CUSIP Number) December 31, 2022 (Date of Event Wh |
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| February 9, 2023 |
CRNC / Cerence Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Cerence Inc. Title of Class of Securities: Common Stock CUSIP Number: 156727109 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1 |
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| February 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2023 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| February 8, 2023 |
EX-FILING FEES 4 d462179dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cerence Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Title of Securities to be Registered Amount to be Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price Amount of Registrati |
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| February 8, 2023 |
Exhibit 99.1 Cerence Announces First Quarter Fiscal Year 2023 Results Headlines • Strong Core Business drives revenue and profitability • Cerence Co-Pilot wins four more customers, including two win-backs • Cerence Ride wins three more design awards for two-wheelers • Investor Day sets “Destination Next” long-term growth strategy BURLINGTON, Mass., February 8, 2023 – Cerence Inc. (NASDAQ: CRNC), A |
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| February 8, 2023 |
Cerence Q1FY23 Earnings Presentation Stefan Ortmanns, CEO Tom Beaudoin, CFO Rich Yerganian, SVP of Investor Relations February 8, 2023 Destination Next Exhibit 99. |
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| February 8, 2023 |
As filed with the Securities and Exchange Commission on February 8, 2023 As filed with the Securities and Exchange Commission on February 8, 2023 Registration No. |
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| February 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2023 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| February 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39030 CERENCE INC. |
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| January 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2023 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| January 12, 2023 |
EX-10.1 Exhibit 10.1 CERENCE INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Prateek Kathpal (“Executive”) and Cerence Inc., a Delaware corporation (the “Company”), effective as of the later of (i) the latest date on the signature page of this Agreement and (ii) the date Executive’s employment w |
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| December 30, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for use of the Commission Only (as permitte |
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| December 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e) |
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| November 29, 2022 |
Exhibit 99.1 Cerence Announces Fourth Quarter and Fiscal Year 2022 Results Headlines • Delivered strong full fiscal new bookings at $684M, up 16% year over year • Record fiscal year revenue for Professional Services • Awarded strategic win-back program from big tech • Cerence technology in 51% of global auto production BURLINGTON, Mass., November 29, 2022 – Cerence Inc. (NASDAQ: CRNC), AI for a wo |
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| November 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39030 CERENCE INC. |
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| November 29, 2022 |
Subsidiaries of the Registrant Exhibit 21.1 SUBSIDIARIES OF CERENCE INC. Subsidiary Name Jurisdiction Type Cerence AI LLC Delaware Domestic Cerence Operating Company Delaware Domestic Consolidated Mobile Corporation Delaware Domestic VoiceBox Technologies LLC Delaware Domestic AMS Solutions Corporation Massachusetts Domestic Multi-Corp International Ltd. Barbados International Cerence BVBA Belgium International Cerence Acquisit |
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| November 29, 2022 |
Exhibit 10.31 AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2, dated as of November 22, 2022 (this ?Amendment?), to the Credit Agreement, dated as of June 12, 2020 (as amended by Amendment No. 1 to Credit Agreement, dated as of December 17, 2020, and as further amended, restated, supplemented or otherwise modified through the date hereof, the ?Credit Agreement?), among Cerence Inc., a Delaware |
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| November 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2022 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| August 9, 2022 |
Offer Letter, dated May 4, 2022, by and between Cerence Inc. and Thomas Beaudoin Exhibit 10.1 Cerence Inc. 1 Burlington Woods 3rd floor, Suite # 301A Burlington, MA 01803 USA cerence.com May 4, 2022 Thomas Beaudoin Dear Tom, Congratulations! It is with great pleasure that I confirm Cerence Operating Company's ("Cerence" or the "Company") offer of employment for the position of Executive Vice President - Chief Financial Officer. In this position, you will report to Stefan Ortma |
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| August 9, 2022 |
August 9, 2022 Cerence Q3 FY22 Earnings Stefan Ortmanns, CEO Tom Beaudoin, EVP, CFO Rich Yerganian, SVP of IR Exhibit 99. |
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| August 9, 2022 |
Exhibit 99.1 Cerence Announces Third Quarter Fiscal Year 2022 Results Headlines ? Delivered strong performance in core automotive business ? Achieved record professional services revenue, a key indicator of license and connected services growth ? Secured key wins and nominations including a win back from Big Tech ? Maintained strong focus on productivity, performance-based operations and cost stru |
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| August 9, 2022 |
Exhibit 10.2 CERENCE INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT This Change of Control and Severance Agreement (the ?Agreement?) is made and entered into by and between Thomas Beaudoin (?Executive?) and Cerence Inc., a Delaware corporation (the ?Company?), effective as of the earlier of (i) the latest date on the signature page of this Agreement and (ii) the date Executive?s employment with th |
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| August 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39030 CERENCE INC. |
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| June 24, 2022 |
Exhibit 10.2 CERENCE GMBH CHANGE OF CONTROL AND SEVERANCE AGREEMENT?CEO This Change of Control and Severance Agreement (the ?Agreement?) is made and entered into by and between Stefan Ortmanns (?Executive?) and Cerence GmbH (the ?Company?), effective as of the latest date on the signature page of this Agreement (the ?Effective Date?). RECITALS 1. The Compensation Committee (the ?Committee?) of the |
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| June 24, 2022 |
Exhibit 10.1 CERENCE INC. CHANGE OF CONTROL EQUITY ACCELERATION AGREEMENT?CEO This Change of Control Equity Acceleration Agreement (the ?Agreement?) is made and entered into by and between Stefan Ortmanns (?Executive?) and Cerence Inc., a Delaware corporation (the ?Company?), effective as of the latest date on the signature page of this Agreement (the ?Effective Date?). RECITALS 1. The Compensatio |
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| June 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2022 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| May 10, 2022 |
May 10, 2022 Cerence Q2 FY22 Earnings Stefan Ortmanns, CEO Tom Beaudoin, EVP, CFO Rich Yerganian, SVP of IR Exhibit 99. |
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| May 10, 2022 |
Exhibit 10.2 CERENCE INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Marc Montagner (“Executive”) and Cerence Inc., a Delaware corporation (the “Company”), effective as of the later of (i) the latest date on the signature page of this Agreement and (ii) the date Executive’s employment with the C |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39030 CERENCE INC. |
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| May 10, 2022 |
Exhibit 10.3 TRANSITIONAL SERVICES AND RETIREMENT AGREEMENT This Transitional Services and Retirement Agreement (this “Agreement”) is entered into between Mark Gallenberger (the “Executive”) and Cerence Inc., a Delaware corporation (the “Company,” and together with the Executive, the “Parties”). WHEREAS, the Executive currently serves as the Company’s Chief Financial Officer (“CFO”); WHEREAS, the |
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| May 10, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2022 CERENCE INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-39030 83-4177087 (State or other jurisdiction of incorporation) ( |
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| May 10, 2022 |
Exhibit 10.4 TRANSITIONAL SERVICES AGREEMENT This Transitional Services Agreement (this “Agreement”) is entered into between Leanne Fitzgerald (the “Executive”) and Cerence Inc., a Delaware corporation (the “Company,” and together with the Executive, the “Parties”). WHEREAS, the Executive currently serves as the Company’s General Counsel and Secretary (“GC”); WHEREAS, the Executive and the Company |
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| May 10, 2022 |
Offer Letter, dated March 11, 2022, by and between Cerence Inc. and Marc Montagner Exhibit 10.1 Cerence Inc. 1 Burlington Woods 3rd floor, Suite # 301A Burlington, MA 01803 USA cerence.com March 11, 2022 Marc Montagner 43 Chestnut Street Boston MA 02108 Dear Marc: Congratulations! It is with great pleasure that I confirm Cerence Operating Company’s (“Cerence” or the “Company”) offer of employment for the position of Executive Vice President – Chief Financial Officer. In this pos |
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| May 10, 2022 |
Exhibit 99.1 Cerence Announces Second Quarter Fiscal Year 2022 Results Headlines ? First half bookings total $448 million, up 53% compared to 1HFY21 ? Bookings include a significant business increase with a North American OEM ? Several Chinese EV makers adopt Cerence technology for global expansion ? Won four more two-wheeler customers during 1HFY22 ? Maintain full fiscal year 2022 guidance BURLIN |
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| May 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| May 6, 2022 |
Cerence Announces New Appointments to Strengthen Leadership Team Exhibit 99.1 Cerence Announces New Appointments to Strengthen Leadership Team ? Appoints Current Board Member and Industry Veteran Tom Beaudoin as New EVP & CFO ? Adds Former Intel Executive and Automated Driving Leader Doug Davis to Board ? Provides Preliminary Financial Results, Affirms Full Year Fiscal 2022 Guidance BURLINGTON, Mass., May 6, 2022 ? Cerence Inc. (NASDAQ: CRNC), AI for a world in |
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| May 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2022 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| April 8, 2022 |
CRNC / Cerence Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Cerence Inc. Title of Class of Securities: Common Stock CUSIP Number: 156727109 Date of Event Which Requires Filing of this Statement: March 31, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d- |
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| March 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2022 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| February 14, 2022 |
to Schedule 13G Joint Filing Agreement EX-99.II 3 d247875dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2022 in connection with their beneficial ownership of Cerence Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this E |
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| February 14, 2022 |
Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser ? Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| February 14, 2022 |
CRNC / Cerence Inc / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #4 Under the Securities and Exchange Act of 1934 Cerence Inc (Name of Issuer) Common Stock (Title of Class of Securities) 156727109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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| February 14, 2022 |
CRNC / Cerence Inc / Vulcan Value Partners, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )1 Cerence Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 156727109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| February 9, 2022 |
CRNC / Cerence Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Cerence Inc. Title of Class of Securities: Common Stock CUSIP Number: 156727109 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1 |
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| February 8, 2022 |
CRNC / Cerence Inc / Clearbridge Investments, LLC Passive Investment cere21a2.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 156727109 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* CERENCE INC. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 156727109 (CUSIP Number) December 31, 2021 (Date of Event Wh |
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| February 8, 2022 |
Separation Agreement, dated December 14, 2021, by and between Cerence Inc. and Sanjay Dhawan Exhibit 10.2 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (?Agreement?) is made by and between Sanjay Dhawan (?Executive?) and Cerence, Inc. (the ?Company?) (collectively referred to as the ?Parties? or individually referred to as a ?Party?). RECITALS WHEREAS, Executive was employed by the Company; WHEREAS, Executive and the Company entered into agreement(s) concerning in |
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| February 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39030 CERENCE INC. |
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| February 7, 2022 |
As filed with the Securities and Exchange Commission on February 7, 2022 As filed with the Securities and Exchange Commission on February 7, 2022 Registration No. |
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| February 7, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2022 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| February 7, 2022 |
Exhibit 99.2 Cerence Q1FY22 Earnings Call Presentation ? Stefan Ortmanns, CEO ? Mark Gallenberger, CFO ? Rich Yerganian, SVP of IR February 7, 2022 Forward-Looking Statements This material and any oral statements made in connection with this material include forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Statements made which pr |
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| February 7, 2022 |
Cerence Q1FY22 Earnings Call Presentation February 7, 2022 Stefan Ortmanns, CEO Mark Gallenberger, CFO Rich Yerganian, SVP of IR Exhibit 99. |
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| February 7, 2022 |
Exhibit 107 Calculation of Filing Fees Table Form S-8 (Form Type) Cerence Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par value |
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| February 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2022 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| February 7, 2022 |
Exhibit 99.1 Press Release February 7, 2022 Cerence Announces First Quarter Fiscal Year 2022 Results Headlines ? Delivered second largest bookings quarter in the Company?s history ? Exceeded most profitability metrics for the quarter ? Secured initial revenue contribution from fitness products, a new mobility market ? Won another China-based two-wheeler customer ? Company lowers FY2022 guidance BU |
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| February 7, 2022 |
Exhibit 99.1 Cerence Announces First Quarter Fiscal Year 2022 Results Headlines ? Delivered second largest bookings quarter in the Company?s history ? Exceeded most profitability metrics for the quarter ? Secured initial revenue contribution from fitness products, a new mobility market ? Won another China-based two-wheeler customer ? Company lowers FY2022 guidance BURLINGTON, Mass., February 7, 20 |
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| February 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2022 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| December 30, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for use of the Commission Only (as permitte |
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| December 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2021 CERENCE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| December 15, 2021 |
Offer Letter, dated December 14, 2021, by and between Cerence Inc. and Stefan Ortmanns Exhibit 10.1 Cerence Inc. 1 Burlington Woods 3rd floor, Suite # 301A Burlington, MA 01803 USA cerence.com December 14, 2021 Dr. Stefan Ortmanns [address] Dear Stefan, On behalf of the Cerence Inc.?s (?Cerence? or the ?Company?) Board of Directors (the ?Board?) I am pleased to offer you the position of Chief Executive Officer of Cerence reporting to the Board. You will be appointed to the Board upo |
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| December 15, 2021 |
Exhibit 99.1 Cerence Board of Directors Promotes Dr. Stefan Ortmanns to Chief Executive Officer and Director A 20-year veteran of the company and an original architect of its technology, Ortmanns is responsible for the bulk of Cerence?s revenue today BURLINGTON, Mass., December 15, 2021 ? Cerence Inc. (NASDAQ: CRNC), AI for a world in motion, today announced that its Board of Directors has appoint |
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| November 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39030 CERENCE INC. |
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| November 23, 2021 |
Subsidiaries of the Registrant Exhibit 21.1 SUBSIDIARIES OF CERENCE INC. Subsidiary Name Jurisdiction Type Cerence AI LLC Delaware Domestic Cerence Operating Company Delaware Domestic Consolidated Mobile Corporation Delaware Domestic VoiceBox Technologies LLC Delaware Domestic AMS Solutions Corporation Massachusetts Domestic Multi-Corp International Ltd. Barbados International Cerence BVBA Belgium International Cerence Acquisit |
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| November 22, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2021 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| November 22, 2021 |
EX-99.1 2 crnc-ex9916.htm EX-99.1 Exhibit 99.1 Press Release November 22, 2021 Cerence Announces Fourth Quarter and Fiscal Year 2021 Results Fourth Quarter and Fiscal Year Highlights • Strong bookings of $590M in FY21 increases backlog to approximately $2 billion • Momentum for new products leads to orders representing nearly 20% of total bookings • Won first major customer in the building mobilit |
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| November 22, 2021 |
Cerence Q4FY21 Earnings Call Presentation November 22, 2021 ? 2021 Cerence Inc. Sanjay Dhawan, CEO Mark Gallenberger, CFO Rich Yerganian, VP of IR Exhibit 99.2 Forward-Looking Statements This material and any oral statements made in connection with this material include "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Statements |
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| August 9, 2021 |
Q3FY21 Earnings Conference Call Sanjay Dhawan, CEO Mark Gallenberger, CFO Rich Yerganian, VP of IR August 9, 2021 Exhibit 99. |
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| August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39030 CERENCE INC. |
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| August 9, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2021 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| August 9, 2021 |
Exhibit 99.1 Press Release August 9, 2021 Cerence Announces Strong Third Quarter 2021 Results Cerence Third Quarter Highlights ? Revenue grew 29% year-over-year ? Exceeded company quarterly guidance on key GAAP and non-GAAP profitability metrics ? Increased FY24 revenue Target from $600M to $700M, and improved key profitability metrics ? Record number of auto SOPs (Start Of Production) from over 1 |
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| May 10, 2021 |
Q2FY21 Earnings Conference Call Sanjay Dhawan, CEO Mark Gallenberger, CFO Rich Yerganian, VP of IR May 10, 2021 Exhibit 99. |
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| May 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39030 CERENCE INC. |
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| May 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2021 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| May 10, 2021 |
Exhibit 99.1 Press Release May 10, 2021 Cerence Announces Record Second Quarter 2021 Results Cerence Second Quarter Highlights ? Set new quarterly record of $98.7M in revenue, up 14% compared to the same quarter last fiscal year ? Exceeded company quarterly guidance on all GAAP and non-GAAP financial metrics ? Continued to deliver strong GAAP Net Income of $11.2M, and Adjusted EBITDA of $39.3M ? R |
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| March 17, 2021 |
As filed with the Securities and Exchange Commission on March 17, 2021 Registration No. |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2021 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| February 12, 2021 |
to Schedule 13G Joint Filing Agreement EX-99.II 3 d131425dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 12, 2021 in connection with their beneficial ownership of Cerence Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this E |
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| February 12, 2021 |
EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| February 12, 2021 |
SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #3 Under the Securities and Exchange Act of 1934 Cerence Inc (Name of Issuer) Common Stock (Title of Class of Securities) 156727109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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| February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Cerence Inc. Title of Class of Securities: Common Stock CUSIP Number: 156727109 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1 |
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| February 9, 2021 |
CUSIP NO. 156727109 13G Page 1 of 7 cere20a1.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 156727109 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CERENCE INC. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 156727109 (CUSIP Number) December 31, 2020 (Date of Event Wh |
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| February 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39030 CERENCE INC. |
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| February 8, 2021 |
Q1FY21 Earnings Conference Call Sanjay Dhawan, CEO Mark Gallenberger, CFO February 8, 2021 Exhibit 99. |
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| February 8, 2021 |
CEO Change of Control and Severance Agreement Exhibit 10.2 CERENCE INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Sanjay Dhawan (“Executive”) and Cerence, Inc., a Delaware corporation (“Cerence” or the “Company”), effective as of February 3, 2021 (the “Effective Date”). The Agreement replaces and supersedes the Change of Control and Severa |
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| February 8, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2021 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| February 8, 2021 |
Exhibit 99.1 Press Release February 8, 2021 Cerence Announces Record First Quarter 2021 Results Cerence First Quarter Highlights • Won back a major European OEM’s next generation infotainment design for cars starting production in 2023 • First major bookings for new applications including Cerence Pay • Revenue grew by 23% compared to the same period last fiscal year, setting a new quarterly record |
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| December 30, 2020 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule |
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| December 30, 2020 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 21, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2020 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation or Organization) |
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| December 21, 2020 |
EX-10.1 Exhibit 10.1 AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1, dated as of December 17, 2020 (this “Amendment”), to the Credit Agreement, dated as of June 12, 2020 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Credit Agreement”), among Cerence Inc., a Delaware corporation (the “Borrower”), the lenders from time to time party thereto (the “Lender |
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| November 19, 2020 |
Subsidiaries of the Registrant EX-21.1 6 crnc-ex21113.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF CERENCE INC. Subsidiary Name Jurisdiction Type Cerence AI LLC Delaware Domestic Cerence Operating Company Delaware Domestic Consolidated Mobile Corporation Delaware Domestic VoiceBox Technologies LLC Delaware Domestic AMS Solutions Corporation Massachusetts Domestic Multi-Corp International Ltd. Barbados International Cerence BVBA Bel |
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| November 19, 2020 |
Amendment No. 1 to Cerence 2019 Equity Incentive Plan Exhibit 10.18 AMENDMENT NO. 1 TO THE CERENCE INC. 2019 EQUITY INCENTIVE PLAN WHEREAS, Cerence Inc. (the ?Company?) maintains the Cerence Inc. 2019 Equity Incentive Plan (the ?Plan?), which was previously adopted by the Board of Directors of the Company (the ?Board?) and approved by the stockholders of the Company; WHEREAS, the Board desires to amend the tax withholding provisions of the Plan; and |
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| November 19, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39030 CERENCE INC. |
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| November 19, 2020 |
Restricted Stock Unit Award Agreement Exhibit 10.13 Name: [?] Number of Restricted Stock Units subject to Award: [?] Date of Grant: [?] Vesting Commencement Date [?] Cerence Inc. 2019 Equity Incentive Plan Restricted Stock Unit Award Agreement This agreement, including any appendix, exhibit and/or addendum hereto (collectively, this ?Agreement?), evidences an award (the ?Award?) of restricted stock units granted by Cerence Inc., a Del |
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| November 19, 2020 |
Performance-Based Restricted Stock Unit Award Agreement Exhibit 10.14 Name: [?] Number of Target PSUs subject to Award: [?] Date of Grant: [?] Vesting Commencement Date [?] Cerence Inc. 2019 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement This agreement, including any appendix, exhibit and/or addendum hereto (collectively, this ?Agreement?), evidences an award (the ?Award?) of performance-based restricted stock units grant |
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| November 19, 2020 |
Description of Registrant's Securities Exhibit 4.3 Description of the Registrant?s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The summary of the general terms and provisions of the registered securities of Cerence Inc. (?Cerence,? ?we,? or ?our?) set forth below does not purport to be complete and is subject to and qualified in its entirety by reference to our Amended and Restated Ce |
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| November 16, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2020 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| November 16, 2020 |
Exhibit 99.1 Press Release November 16, 2020 Cerence Announces Record Fourth Quarter and Fiscal Year 2020 Results Fourth Quarter and Fiscal Year Highlights • Record bookings in FY20 drives backlog to more than $1.8 billion • Q4 revenue increased 21% from last quarter and up 10% from the prior year, setting new quarterly and full year records • Strong financial performance generated $26M of GAAP ne |
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| November 16, 2020 |
Q4FY20 Earnings Conference Call Sanjay Dhawan, CEO Mark Gallenberger, CFO November 16, 2020 Exhibit 99. |
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| August 5, 2020 |
Quarterly Report - CRNC Q3'20 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39030 CERENCE INC. |
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| August 4, 2020 |
Exhibit 99.1 Press Release August 4, 2020 Cerence Announces Third Quarter 2020 Results Third Quarter Highlights • Bookings momentum continued with the second highest total in the company’s history, supported by strategic wins in all major geographic markets • Secular technology trends continue driving fiscal YTD revenue of $238.8M, up 8% year-over-year despite major impact of COVID-19 on global au |
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| August 4, 2020 |
Q3FY20 Earnings Conference Call Sanjay Dhawan, CEO Mark Gallenberger, CFO August 4, 2020 Exhibit 99. |
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| August 4, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2020 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| June 17, 2020 |
EX-10.2 3 d899888dex102.htm EX-10.2 Exhibit 10.2 Execution Version SUBSIDIARY GUARANTEE AGREEMENT dated and effective as of June 12, 2020 among The Subsidiaries of Cerence Inc. Named Herein and WELLS FARGO BANK, N.A., as Administrative Agent TABLE OF CONTENTS Page 1. DEFINITIONS 1 2. THE GUARANTY 1 3. FURTHER ASSURANCES 4 4. PAYMENTS FREE AND CLEAR OF TAXES 4 5. OTHER TERMS 4 6. INDEMNITY; SUBROGA |
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| June 17, 2020 |
EX-10.1 2 d899888dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION Term A Facility CUSIP: 15672UAE8 Revolving Facility CUSIP: 15672UAF5 CREDIT AGREEMENT dated as of June 12, 2020 CERENCE INC., as Borrower, THE LENDERS AND ISSUING BANKS PARTY HERETO, WELLS FARGO BANK, N.A., as Administrative Agent, WELLS FARGO SECURITIES, LLC, and SUNTRUST ROBINSON HUMPHREY, INC. as Joint Lead Arrangers and Joint B |
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| June 17, 2020 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2020 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation or Organization) (Com |
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| June 17, 2020 |
EX-99.1 Exhibit 99.1 Press Release June 15, 2020 Cerence Announces the Successful Completion of Its Debt Refinancing BURLINGTON, Mass., June 15, 2020 – Cerence Inc. (NASDAQ: CRNC), AI for a world in motion, today announced that the Company has successfully completed the refinancing of its senior secured term loan B and revolving credit facility through a combination of proceeds from the recent sal |
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| June 17, 2020 |
EX-10.3 4 d899888dex103.htm EX-10.3 Exhibit 10.3 EXECUTION VERSION COLLATERAL AGREEMENT dated and effective as of June 12, 2020 among CERENCE INC., as Borrower, each Subsidiary Loan Party party hereto and WELLS FARGO BANK, N.A., as Collateral Agent TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. Credit Agreement 1 SECTION 1.02. Other Defined Terms 1 ARTICLE II Pledge of Securities SECTI |
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| June 10, 2020 |
to Schedule 13G Joint Filing Agreement EX-99.II 3 d941775dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated June 10, 2020 in connection with their beneficial ownership of Cerence Inc. Each of Columbia Seligman Communications & Information Fund and Columbia Management Investment Advisers, LLC authorizes Ameriprise |
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| June 10, 2020 |
CRNC / Cerence Inc. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #2 Under the Securities and Exchange Act of 1934 Cerence Inc (Name of Issuer) Common Stock (Title of Class of Securities) 156727109 (CUSIP Number) May 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: This |
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| June 10, 2020 |
EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| June 2, 2020 |
8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2020 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation |
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| June 2, 2020 |
EX-4.1 Exhibit 4.1 Execution Version CERENCE INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 2, 2020 3.00% Convertible Senior Notes due 2025 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 References to Interest 14 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES 14 Section 2.01 Designation and Amount |
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| June 2, 2020 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2020 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation or Organization) (Comm |
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| May 29, 2020 |
Financial Statements and Exhibits, Other Events 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2020 CERENCE INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39030 83-4177087 (State or Other Jurisdiction of Incorporation or Organization) (Comm |
