2025-03-07T13:20:18-06:00 2024-02-29 910189318 MOSS ADAMS LLP 101 SECOND STREET SUITE 900 SAN FRANCISCO CA 94105 990 2023-03-01 812121304 OUGHT INC OUGH 4154800407 440 N BARRANCA AVE 4405 COVINA CA 91723 OWAIN EVANS DIRECTOR & CEO 4154800407 2025-03-07 1 0 MICHAEL LUMSDEN P01262236 4159561500 2025-02-26 2023 2025-03-06 01:10:19Z OWAIN EVANS 440 N BARRANCA AVE 4405 COVINA CA 91723 2159515 0 X WWW.OUGHT.ORG X 2016 DE TO SCALE AND AUTOMATE OPEN-ENDED REASONING BY STUDYING HUMAN REASONING AND APPLYING MACHINE LEARNING OR AI. THE ORGANIZATION IS CURRENTLY BUILDING ELICIT, AN AI TOOL TO SUPPORT ACADEMICS AND RESEARCHERS. 3 3 12 3 0 0 5002325 1360613 4000 795267 47931 3635 9130 0 5063386 2159515 0 0 0 0 1744834 1154999 0 0 83737 1379786 1254811 3124620 2409810 1938766 -250295 5923855 1959355 217117 3210 5706738 1956145 OUR MISSION IS TO SCALE UP GOOD REASONING. WE WANT MACHINE LEARNING TO HELP AS MUCH WITH THINKING AND REFLECTION AS IT DOES WITH TASKS THAT HAVE CLEAR SHORT-TERM OUTCOMES. 0 0 1115804 0 795267 OUGHT INC. IS A RESEARCH LAB BASED THAT CONDUCTS CONCEPTUAL AND EMPIRICAL RESEARCH ON SUPPORTING DELIBERATION USING ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING. WE SHARE OUR FINDINGS OPENLY. TO THIS END, WE HAVE PUBLISHED A TAXONOMY OF APPROACHES TO DECOMPOSING COMPLEX REASONING ABOUT NATURAL LANGUAGE QUESTIONS INTO SMALL COMPONENT TASKS THAT CAN, IN PRINCIPLE, BE AUTOMATED. 1115804 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 6 0 1 12 1 0 0 0 0 0 0 0 0 0 0 0 0 X 3 3 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 0 0 1 1 0 CA X OWAIN EVANS 4154800307 440 N BARRANCA AVE SUITE 4405 COVINA CA 91723 ANDREAS STUHLMULLER BOARD MEMBER & CEO (THROUGH 8/2023) 50.00 X X 131000 0 17408 OWEN COTTON-BARRATT BOARD MEMBER (START 5/2023) 1.00 X 0 0 0 OWAIN EVANS BOARD MEMBER & CEO (START 8/2023) 1.00 X X 0 0 0 PAUL CHRISTIANO BOARD MEMBER 1.00 X 0 0 0 JUNGWON BYUN CHIEF OPERATING OFFICER 50.00 X 128776 0 17840 WILLIAM L STEBBING SOFTWARE ENGINEER 50.00 X 131360 0 20453 JUSTIN D REPPERT MACHINE LEARNING RESEARCH 50.00 X 163953 0 19982 BENJAMIN E RACHBACH EXPERIMENTER 50.00 X 117156 0 14358 CHARLES GEORGE MACHINE LEARNING RESEARCH 50.00 X 112021 0 5292 IAN HORN MACHINE LEARNING RESEARCH 50.00 X 140055 0 13302 924321 0 108635 8 0 1 0 0 1360613 1360613 PROGRAM SERVICE REVENUE 541900 795267 795267 795267 3635 3635 2159515 795267 0 3635 295024 206517 73756 14751 735493 607163 91078 37252 21636 17833 2707 1096 23193 18549 3473 1171 79653 63561 12069 4023 108490 108490 74740 74740 41913 39895 2018 29878 3787 25420 671 904741 123460 759389 21892 43378 35039 5458 2881 23315 23315 2795 2795 16073 16073 MEALS & ENTERTAINMENT 9488 9488 2409810 1115804 1210269 83737 380571 1940532 5514388 14623 4489 14299 8857 4351 5442 9922 8892 5923855 1959355 217117 3210 217117 3210 X 5706738 1956145 5706738 1956145 5923855 1959355 X -250295 -298 -3500000 X 0 0 0 X 4745714 1775188 766287 1502325 1360613 10150127 4745714 1775188 766287 1502325 1360613 10150127 3239490 6910637 3358 295 47931 3635 55219 9130 9130 10214476 828863 0.67660 0.47500 X SCHEDULE A, PART II: SCHEDULE A, PART II, LINE 1 FOR THE 2022 TAX YEAR HAS BEEN UPDATED FROM THE ORIGINALLY FILED FORM 990 TO ACCOUNT FOR A CONTRIBUTION INITIALLY RECORDED AS REVENUE DURING THE 2022 TAX YEAR, BUT WHICH WAS SUBSEQUENTLY RETURNED/REVERSED DURING THE 2023 TAX YEAR. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 13163 7721 5442 1136 1136 0 5442 X X X X 0 0 0 0 0 0 0 0 0 JUSTIN D REPPERT MACHINE LEARNING RESEARCH 140000 0 0 0 23953 0 5783 0 14199 0 183935 0 0 0 IAN HORN MACHINE LEARNING RESEARCH 131981 0 0 0 8074 0 3331 0 9971 0 153357 0 0 0 WILLIAM L STEBBING SOFTWARE ENGINEER 124783 0 0 0 6577 0 8309 0 12144 0 151813 0 0 0 FORM 990, PART VI, SECTION A, LINE 4 IN MAY 2023, THE ORGANIZATION AMENDED ITS BYLAWS TO REMOVE ANDREAS J. STUHLMULLER AS THE SOLE MEMBER WITH VARIOUS MEMBERSHIP RIGHTS (INCLUDING THE POWER TO APPOINT ELECT ANY MEMBER OF THE GOVERNING BODY). EFFECTIVE MAY 2023, THESE DUTIES FELL TO THE MEMBERS OF THE BOARD THEN SERVING IN OFFICE. FORM 990, PART VI, SECTION A, LINE 6 UNTIL MAY 2023 (WHEN THE BYLAWS WERE AMENDED), THE ORGANIZATION HAD ONE SOLE MEMBER: ANDREAS J. STUHLMULLER. FORM 990, PART VI, SECTION A, LINE 7A ANDREAS J. STUHLMULLER, AS THE ORGANIZATION'S SOLE MEMBER, HAD THE EXCLUSIVE RIGHT TO ELECT ANY DIRECTOR UNTIL MAY 2023, WHEN THE BYLAWS WERE AMENDED. FORM 990, PART VI, SECTION A, LINE 7B AS THE ORGANIZATION'S SOLE MEMBER UNTIL MAY 2023, ANDREAS J. STUHLMULLER HAD THE EXCLUSIVE RIGHT: TO VOTE ON ANY SALE, LEASE, TRANSFER, OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OR PROPERTIES OF THIS CORPORATION; TO VOTE ON ANY MERGER OF THIS CORPORATION, BUT ONLY TO THE EXTENT REQUIRED BY THE DELAWARE CORPORATION LAW; TO VOTE ON DISSOLUTION OF THIS CORPORATION; TO VOTE ON THE AMENDMENT OR REPEAL OF THE BYLAWS; TO VOTE ON ANY AMENDMENT TO THE CORPORATION'S CERTIFICATE OF INCORPORATION; AND TO VOTE ON ANY OTHER MATTERS THAT MAY PROPERLY BE PRESENTED TO THE MEMBERS FOR A VOTE, PURSUANT TO THIS CORPORATION'S CERTIFICATE OF INCORPORATION, BYLAWS, OR ACTION OF THE BOARD OF DIRECTORS, OR BY OPERATION OF LAW. THESE RIGHTS TRANSFERRED TO THE MEMBERS OF THE BOARD THEN IN OFFICE AFTER MAY 2023, WHEN THE BYLAWS WERE AMENDED. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS COMPLETED BY AN INDEPENDENT TAX ACCOUNTANT IN CONJUNCTION WITH THE ORGANIZATION'S ACCOUNTING AND FINANCE DEPARTMENT. THE DRAFT IS THEN MADE AVAILABLE TO ALL MEMBERS OF THE BOARD OF DIRECTORS PRIOR TO FILING WITH THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION HAS A CONFLICT OF INTEREST POLICY WHICH COVERS ALL DIRECTORS, OFFICERS, AND KEY EMPLOYEES ("DISQUALIFIED PERSONS"). UNDER THE POLICY, EACH DISQUALIFIED PERSON IS REQUIRED TO ANNUALLY SIGN A STATEMENT THAT: (I) AFFIRMS THAT THE PERSON HAS RECEIVED A COPY OF THE CONFLICT OF INTEREST POLICY, HAS READ AND UNDERSTOOD THE POLICY, AND HAS AGREED TO COMPLY WITH THE POLICY; AND (II) DISCLOSES THE PERSON'S FINANCIAL INTERESTS AND FAMILY RELATIONSHIPS THAT COULD GIVE RISE TO CONFLICTS OF INTEREST. ADDITIONALLY, EACH DISQUALIFIED PERSON HAS AN ONGOING DUTY TO PROMPTLY DISCLOSE TO THE BOARD, OR TO A BOARD COMMITTEE EMPOWERED TO APPROVE THE TRANSACTION, ALL MATERIAL FACTS REGARDING AN INTEREST RELEVANT TO A TRANSACTION. THE BOARD OR COMMITTEE SHALL ASCERTAIN THAT ALL MATERIAL FACTS REGARDING THE TRANSACTION AND THE DISQUALIFIED PERSON'S INTEREST HAVE BEEN DISCLOSED, AND COMPILE APPROPRIATE DATA TO EVALUATE WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO THE ORGANIZATION AND IN ITS BEST INTERESTS, WHICH MAY INCLUDE INVESTIGATING ALTERNATIVES. ADDITIONALLY, AT A MEETING, THE BOARD OR COMMITTEE MAY ASK QUESTIONS OF AND RECEIVE PRESENTATIONS FROM THE DISQUALIFIED PERSON. THE BOARD OR COMMITTEE, IN THE ABSENCE OF THE DISQUALIFIED PERSON, SHALL DETERMINE WHETHER THE INTEREST CONSTITUTES A CONFLICT OF INTEREST, AND IF SO, WHETHER THE TRANSACTION IS NEVERTHELESS IN THE ORGANIZATION'S BEST INTEREST, FOR ITS OWN BENEFIT, AND FAIR AND REASONABLE TO THE ORGANIZATION TAKING INTO ACCOUNT THE RELEVANT INFORMATION AND FACTS. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION FOR BOTH THE TOP MANAGEMENT OFFICIAL AND OTHER OFFICERS AND KEY EMPLOYEES IS DETERMINED BY A COMPENSATION COMMITTEE COMPRISED OF INDEPENDENT DIRECTORS, BASED-ON A REVIEW OF MARKET COMPENSATION PAID BY COMPARABLE ORGANIZATIONS FOR COMPARABLE POSITIONS. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART XI, LINE 9: REVERSAL OF PRIOR YEAR CONTRIBUTION REVENUE -3,500,000.