UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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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 3, 2024

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Asana, Inc.

(Exact name of Registrant as Specified in Its Charter)

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Delaware	001-39495	26-3912448
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

633 Folsom Street,	Suite 100
San Francisco,	CA	94107
(Address of Principal Executive Offices)		(Zip Code)

(415) 525-3888

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.00001 par value	ASAN	New York Stock Exchange
		Long-Term Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02    Results of Operations and Financial Condition.

On September 3, 2024, Asana, Inc. (the "Company") issued a press release announcing its financial results for the fiscal quarter ended July 31, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 8.01    Other Events.

On September 3, 2024, Dustin Moskovitz, President, Chief Executive Officer, and Chair of the Board of Directors of the Company, announced an intention to enter into a trading plan no earlier than the close of trading on the New York Stock Exchange on September 5, 2024 for the purchase up to 13,500,000 shares of the Company’s Class A common stock, which trading plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) (the “Trading Plan”). The earliest the Trading Plan may execute is December 10, 2024 and the Trading Plan expires on September 30, 2025. Any transactions under the Trading Plan will be disclosed publicly through Form 4 filings with the Securities and Exchange Commission to the extent required by law.

Forward-Looking Statements

This report contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include, but are not limited to, statements about Mr. Moskovitz’s intent regarding a trading plan to purchase shares of the Company’s Class A common stock. These statements may be considered forward-looking statements that are subject to risks and uncertainties, including that his trading plan may be modified, suspended or terminated by him at any time, and there can be no assurance that the price and volume parameters of his trading plan will result in purchases of shares of the Company’s Class A common stock in line with his expectations in such forward-looking statements.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated September 3, 2024, announcing financial results for the quarter ended July 31, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

	ASANA, INC.
Dated: September 3, 2024	By:	/s/ Eleanor Lacey
		Eleanor Lacey
		General Counsel and Corporate Secretary