S-8 1 freshworks-sx82023evergreen.htm S-8 Document
As filed with the Securities and Exchange Commission on February 23, 2023
Registration No. 333-                       





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________

Freshworks Inc.
(Exact name of Registrant as specified in its charter)
___________________________________

Delaware33-1218825
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
2950 S. Delaware Street, Suite 201
San Mateo, CA 94403
(650) 513-0514
(Address of principal executive offices) (Zip code)
Freshworks Inc. 2021 Equity Incentive Plan
Freshworks Inc. 2021 Employee Stock Purchase Plan
(Full titles of the plans)
Tyler Sloat
Chief Financial Officer
Freshworks Inc.
2950 S. Delaware Street, Suite 201
San Mateo, CA 94403
(650) 513-0514
(Name, address and telephone number, including area code, of agent for service)
___________________________________
Copies to:
___________________________________
David J. Segre
Jon C. Avina
Calise Y. Cheng
Sepideh Mousakhani
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000
Pamela Sergeeff
Chief Legal Officer and General Counsel
Freshworks Inc.
2950 S. Delaware Street, Suite 201
San Mateo, CA 94403
(650) 513-0514
__________________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
___________________________________
Large accelerated filer
☒Accelerated filer□
Non-accelerated filer
□Smaller reporting company□
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 7(a)(2)(B) of the Securities Act.


EXPLANATORY NOTE
Freshworks Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (i) 14,454,597 shares of its Class A common stock under its 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to the provisions of the 2021 Plan providing for an automatic increase in the number of shares of Class A common stock reserved and available for issuance under the 2021 Plan on January 1, 2023, and (ii) 2,890,919 shares of its Class A common stock under its 2021 Employee Stock Purchase Plan (the “2021 ESPP”), pursuant to the provisions of the 2021 ESPP providing for an automatic increase in the number of shares of Class A common stock reserved and available for issuance under the 2021 ESPP on January 1, 2023. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement. These additional shares of Class A common stock are securities of the same class as other securities for which the Registration Statements on Form S-8 (the “Prior Forms S-8”) were filed with the Commission on September 22, 2021 (File No. 333-259727) and February 23, 2022 (File No. 333-262932).

    I-1


PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Commission on February 23, 2023.
(b) The description of the Registrant’s Class A common stock which is contained in a registration statement on Form 8-A filed on September 13, 2021 (File No. 001-40806) under the Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
(c) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Pursuant to General Instruction E to Form S-8, the contents of the Prior Forms S-8 are incorporated by reference and a part hereof.

II-1


ITEM 8. EXHIBITS
Incorporated by Reference
Exhibit NumberDescriptionSchedule/ FormFile NumberExhibitFiling Date
4.18-K001-408063.1September 24, 2021
4.2S-1/A333-2591183.4September 13, 2021
4.3S-1/A333-2591184.1September 13, 2021
5.1*
23.1*
23.2*
24.1*
99.1S-1/A333-25911810.2September 13, 2021
99.2S-1/A333-25911810.3September 13, 2021
107*

* Filed herewith.

II-2


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Mateo, State of California, on this 23rd day of February, 2023.
FRESHWORKS INC.
By:    /s/ Rathna Girish Mathrubootham    
Rathna Girish Mathrubootham
Chief Executive Officer and Chairman
(Principal Executive Officer)



POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Rathna Girish Mathrubootham and Tyler Sloat, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
Title
Date
/s/ Rathna Girish MathruboothamChief Executive Officer and Chairman (Principal Executive Officer)February 23, 2023
Rathna Girish Mathrubootham
/s/ Tyler SloatChief Financial Officer (Principal Financial Officer and Principal Accounting Officer)February 23, 2023
Tyler Sloat
/s/ Roxanne S. AustinDirectorFebruary 23, 2023
Roxanne S. Austin
/s/ Johanna FlowerDirectorFebruary 23, 2023
Johanna Flower
/s/ Sameer GandhiDirectorFebruary 23, 2023
Sameer Gandhi
/s/ Randy GottfriedDirectorFebruary 23, 2023
Randy Gottfried
/s/ Zachary NelsonDirectorFebruary 23, 2023
Zachary Nelson
/s/ Barry PadgettDirectorFebruary 23, 2023
Barry Padgett
/s/ Jennifer TaylorDirectorFebruary 23, 2023
Jennifer Taylor
/s/ Dennis M. WoodsideDirectorFebruary 23, 2023
Dennis M. Woodside