As filed with the Securities and Exchange Commission on February 20, 2025    
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 and Chief Operating Officer
Freshworks Inc.
2950 S. Delaware Street, Suite 201
San Mateo, CA 94403
(650) 513-0514
(Name, and address of agent for service) (Telephone number, including area code, of agent for service)
_____________________
Copies to:
___________________________________
David J. Segre
Jon C. Avina
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, California 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
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.

2


EXPLANATORY NOTE
Freshworks Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (i) 15,169,119 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, 2025, and (ii) 3,033,823 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, 2025. 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 were filed with the Commission on September 22, 2021 (File No. 333-259727), February 23, 2022 (File No. 333-262932), February 23, 2023 (File No. 333-269942), February 16, 2024 (File No. 333-277155), and June 10, 2024 (File No. 333-280081) (the “Prior Forms S-8”).
I-1


PART II
ITEM 3.    INCORPORATION OF 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, 2024, filed with the Commission on February 20, 2025.
(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 for the year ended December 31, 2021 filed with the Commission on February 23, 2022.
(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 Number
Description
Schedule/ Form
File Number
Exhibit
Filing Date
4.1
8-K
001-40806
3.1
September 24, 2021
4.2
S-1/A
333-259118
3.4
September 13, 2021
4.3
S-1/A
333-259118
4.1
September 13, 2021
5.1*
23.1*
23.2*
24.1*
99.1
S-1/A
333-259118
10.2
September 13, 2021
99.2
S-1/A
333-259118
10.3
September 13, 2021
107*
    
* Filed herewith.
II-2


SIGNATURES
The Registrant. 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 20th day of February, 2025.
FRESHWORKS INC.
By:
/s/ Dennis Woodside
Dennis Woodside
Chief Executive Officer and President (Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dennis Woodside 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 of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.




Signature
Title
Date
/s/ Dennis Woodside
Chief Executive Officer, President, and Director
(Principal Executive Officer)
February 20, 2025
Dennis Woodside
/s/ Tyler Sloat
Chief Operating Officer and Chief Financial Officer
(Principal Financial Officer)
February 20, 2025
Tyler Sloat
/s/ Philippa Lawrence
Chief Accounting Officer
(Principal Accounting Officer)
February 20, 2025
Philippa Lawrence
/s/ Rathna Girish MathruboothamExecutive ChairmanFebruary 20, 2025
Rathna Girish Mathrubootham
/s/ Roxanne S. Austin
DirectorFebruary 20, 2025
Roxanne S. Austin
/s/ Johanna Flower
DirectorFebruary 20, 2025
Johanna Flower
/s/ Sameer Gandhi
DirectorFebruary 20, 2025
Sameer Gandhi
/s/ Randy Gottfried
DirectorFebruary 20, 2025
Randy Gottfried
/s/ Zachary Nelson
DirectorFebruary 20, 2025
Zachary Nelson
/s/ Barry Padgett
DirectorFebruary 20, 2025
Barry Padgett
/s/ Frank Pelzer
DirectorFebruary 20, 2025
Frank Pelzer
/s/ Jennifer Taylor
DirectorFebruary 20, 2025
Jennifer Taylor

S-8 S-8 EX-FILING FEES 0001544522 Freshworks Inc. Fees to be Paid Fees to be Paid 0001544522 2025-02-20 2025-02-20 0001544522 1 2025-02-20 2025-02-20 0001544522 2 2025-02-20 2025-02-20 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-8

Freshworks Inc.

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

1 Equity Class A common stock, $0.00001 par value per share, 2021 Equity Incentive Plan Other 15,169,119 $ 17.24 $ 261,515,611.56 0.0001531 $ 40,038.04
2 Equity Class A common stock, $0.00001 par value per share, 2021 Employee Stock Purchase Plan Other 3,033,823 $ 14.66 $ 44,475,845.18 0.0001531 $ 6,809.25

Total Offering Amounts:

$ 305,991,456.74

$ 46,847.29

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 46,847.29

Offering Note

1

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of Class A common stock of Freshworks Inc. (the "Registrant") that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant's Class A common stock, as applicable. Fee calculation is estimated in accordance with Rules 457(c) and 457(h) solely for purposes of calculating the registration fee on the basis of $17.24, the average of the high and low prices of the Registrant's Class A common stock as reported on the Nasdaq Global Select Market on February 14, 2025. Represents 15,169,119 additional shares of Class A common stock that were automatically added to the shares authorized for issuance under the Registrant's 2021 Equity Incentive Plan (the "2021 Plan") on January 1, 2025 pursuant to an annual "evergreen" increase provision contained in the 2021 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2021 Plan will automatically increase on the first day of each calendar year, starting on January 1, 2022 and continuing through January 1, 2031, by the lesser of (a) 5% of the total number of shares of the Registrant's common stock of all classes outstanding on December 31st of the immediately preceding calendar year and (b) a number of shares determined by the Registrant's board of directors.

2

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of Class A common stock of the Registrant that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant's Class A common stock, as applicable. Fee calculation is estimated in accordance with Rules 457(c) and 457(h) solely for purposes of calculating the registration fee on the basis of $14.66 the average of the high and low prices of the Registrant's Class A common stock as reported on the Nasdaq Global Select Market on February 14, 2025, multiplied by 85%, which is the percentage of the price per share applicable to shares issued under the Registrant's 2021 Employee Stock Purchase Plan (the "2021 ESPP"). Represents 3,033,823 additional shares of Class A common stock that were automatically added to the shares authorized for issuance under the 2021 ESPP on January 1, 2025 pursuant to an annual "evergreen" increase provision contained in the 2021 ESPP. Pursuant to such provision, the number of shares reserved for issuance under the 2021 ESPP will automatically increase on the first day of each calendar year, starting on January 1, 2022 and continuing through January 1, 2031, by the lesser of (a) 1% of the total number of shares of the Registrant's common stock of all classes outstanding on December 31st of the immediately preceding calendar year, (b) 13,000,000 or (c) a number of shares determined by the Registrant's board of directors.

Jon C. Avina
T: +1 650 843 5307
javina@cooley.com
 
image_1.jpg
Exhibit 5.1



February 20, 2025
Freshworks Inc.
2950 S. Delaware Street, Suite 201
San Mateo, California 94403
Ladies and Gentlemen:
We have acted as counsel to Freshworks Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 18,202,942 shares (the “Shares”) of the Company’s Class A common stock, par value $0.00001 per share (“Class A Common Stock”), consisting of (a) 15,169,119 shares of Class A Common Stock issuable pursuant to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and (b) 3,033,823 shares of Class A Common Stock issuable pursuant to the Company’s 2021 Employee Stock Purchase Plan (together with the 2021 Plan, the “Plans”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Plans, and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid, and nonassessable (except as to Shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: +1 650 843 5000 f: +1 650 843 7400 cooley.com
 
Freshworks Inc.
February 20, 2025
Page Two
 

 
image_1.jpg
This opinion is limited to the matters expressly set forth in this letter, and no opinion has been or should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof, and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Sincerely,
Cooley LLP
By:     /s/ Jon C. Avina    
Jon C. Avina



Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: +1 650 843 5000 f: +1 650 843 7400 cooley.com
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 20, 2025 relating to the financial statements of Freshworks Inc. and the effectiveness of Freshworks Inc.'s internal control over financial reporting, appearing in the Annual Report on Form 10-K for the year ended December 31, 2024.

/s/ DELOITTE & TOUCHE LLP

San Jose, California
February 20, 2025

v3.25.0.1
Submission
Feb. 20, 2025
Submission [Line Items]  
Central Index Key 0001544522
Registrant Name Freshworks Inc.
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings
Feb. 20, 2025
USD ($)
shares
Offering: 1  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Class A common stock, $0.00001 par value per share, 2021 Equity Incentive Plan
Amount Registered | shares 15,169,119
Proposed Maximum Offering Price per Unit 17.24
Maximum Aggregate Offering Price $ 261,515,611.56
Fee Rate 0.01531%
Amount of Registration Fee $ 40,038.04
Offering Note Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of Class A common stock of Freshworks Inc. (the "Registrant") that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant's Class A common stock, as applicable. Fee calculation is estimated in accordance with Rules 457(c) and 457(h) solely for purposes of calculating the registration fee on the basis of $17.24, the average of the high and low prices of the Registrant's Class A common stock as reported on the Nasdaq Global Select Market on February 14, 2025. Represents 15,169,119 additional shares of Class A common stock that were automatically added to the shares authorized for issuance under the Registrant's 2021 Equity Incentive Plan (the "2021 Plan") on January 1, 2025 pursuant to an annual "evergreen" increase provision contained in the 2021 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2021 Plan will automatically increase on the first day of each calendar year, starting on January 1, 2022 and continuing through January 1, 2031, by the lesser of (a) 5% of the total number of shares of the Registrant's common stock of all classes outstanding on December 31st of the immediately preceding calendar year and (b) a number of shares determined by the Registrant's board of directors.
Offering: 2  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Class A common stock, $0.00001 par value per share, 2021 Employee Stock Purchase Plan
Amount Registered | shares 3,033,823
Proposed Maximum Offering Price per Unit 14.66
Maximum Aggregate Offering Price $ 44,475,845.18
Fee Rate 0.01531%
Amount of Registration Fee $ 6,809.25
Offering Note Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of Class A common stock of the Registrant that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant's Class A common stock, as applicable. Fee calculation is estimated in accordance with Rules 457(c) and 457(h) solely for purposes of calculating the registration fee on the basis of $14.66 the average of the high and low prices of the Registrant's Class A common stock as reported on the Nasdaq Global Select Market on February 14, 2025, multiplied by 85%, which is the percentage of the price per share applicable to shares issued under the Registrant's 2021 Employee Stock Purchase Plan (the "2021 ESPP"). Represents 3,033,823 additional shares of Class A common stock that were automatically added to the shares authorized for issuance under the 2021 ESPP on January 1, 2025 pursuant to an annual "evergreen" increase provision contained in the 2021 ESPP. Pursuant to such provision, the number of shares reserved for issuance under the 2021 ESPP will automatically increase on the first day of each calendar year, starting on January 1, 2022 and continuing through January 1, 2031, by the lesser of (a) 1% of the total number of shares of the Registrant's common stock of all classes outstanding on December 31st of the immediately preceding calendar year, (b) 13,000,000 or (c) a number of shares determined by the Registrant's board of directors.
v3.25.0.1
Fees Summary
Feb. 20, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 305,991,456.74
Total Fee Amount 46,847.29
Total Offset Amount 0.00
Net Fee $ 46,847.29
Freshworks (NASDAQ:FRSH)
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