Freshworks (FRSH) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on February 16, 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

___________________________________

Freshworks Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware	33-1218825
(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, and address of agent of service) (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

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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.

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Large accelerated filer	x	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) 14,834,746 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, 2024, and (ii) 2,966,949 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, 2024. 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), February 23, 2022 (File No. 333-262932), and February 23, 2023 (File No. 333-269942).

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, 2023, filed with the Commission on February 16, 2024.

(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, including Exhibit 4.4 to the Registrant's Annual Report on Form 10-K referenced in (a) above.

(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 Form S-8 are incorporated by reference and a part hereof.

ITEM 8.    EXHIBITS

			Incorporated by Reference
Exhibit Number	Description	Schedule/ Form	File Number	Exhibit	Filing Date
4.1	Amended and Restated Certificate of Incorporation of the Registrant.	8-K	001-40806	3.1	September 24, 2021
4.2	Amended and Restated Bylaws of the Registrant.	S-1/A	333-259118	3.4	September 13, 2021
4.3	Form of Class A Common Stock Certificate.	S-1/A	333-259118	4.1	September 13, 2021
5.1*	Opinion of Cooley LLP.
23.1*	Consent of Cooley LLP (included in Exhibit 5.1).
23.2*	Consent of Deloitte & Touche LLP, independent registered public accounting firm.
24.1*	Power of Attorney (included on the signature page of this Form S-8).
99.1	Freshworks Inc. 2021 Equity Incentive Plan and forms of agreements thereunder.	S-1/A	333-259118	10.2	September 13, 2021
99.2	Freshworks Inc. 2021 Employee Stock Purchase Plan.	S-1/A	333-259118	10.3	September 13, 2021
107*	Filing Fee Table

* Filed herewith.

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 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 16th day of February, 2024.

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 Mathrubootham	Chief Executive Officer and Chairman (Principal Executive Officer)	February 16, 2024
Rathna Girish Mathrubootham
/s/ Tyler Sloat	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	February 16, 2024
Tyler Sloat
/s/ Roxanne S. Austin	Director	February 16, 2024
Roxanne S. Austin
/s/ Johanna Flower	Director	February 16, 2024
Johanna Flower
/s/ Sameer Gandhi	Director	February 16, 2024
Sameer Gandhi
/s/ Randy Gottfried	Director	February 16, 2024
Randy Gottfried
/s/ Zachary Nelson	Director	February 16, 2024
Zachary Nelson
/s/ Barry Padgett	Director	February 16, 2024
Barry Padgett
/s/ Frank Pelzer	Director	February 16, 2024
Frank Pelzer
/s/ Jennifer Taylor	Director	February 16, 2024
Jennifer Taylor
/s/ Dennis M. Woodside	Director	February 16, 2024
Dennis M. Woodside