As filed with the Securities and Exchange Commission on March 24, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WalkMe Ltd.
(Exact name of registrant as specified in its charter)
|
State of Israel
|
|
Not applicable
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
1 Walter Moses St.,
Tel Aviv, Israel
|
|
6789903
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
WalkMe Ltd. 2021 Share Incentive Plan
WalkMe Ltd. 2021 Employee Share Purchase Plan
(Full title of the plan)
WalkMe, Inc.
71 Stevenson Street, Floor 20
San Francisco, CA 94105
(855) 492-5563
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
|
Joshua G. Kiernan
Nathan Ajiashvili
Latham & Watkins LLP
1271 Avenue of the Americas
New York, New York 10020
Tel: (212) 906-1200
Fax: (212) 751-4864
|
|
Shachar Hadar
Meitar | Law Offices
16 Abba Hillel Road
Ramat Gan, 5250608, Israel
Tel: +972 (3) 610-3100
Fax: +972 (3) 610-3111
|
|
Haleli Barath
Noma Floom
Avihai Schieber
Avihay Ben-Haim
BFP & Co.
Borchard House
99 Ben Yehuda, 2nd floor
Tel Aviv 6103202, Israel
Tel: +972 (3) 794-2100
Fax: +972 (3) 794-2101
|
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
This Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an
additional 5,190,512 ordinary shares of WalkMe Ltd. (the “Company,” or the “Registrant”) issuable under the following employee
benefit plans for which registration statement of the Company on Form S-8 (File No. 333-257354) is effective, including: (i) 4,187,700 ordinary
shares issuable under the WalkMe Ltd. 2021 Share Incentive Plan (the “2021 Plan”) and (ii) 1,002,812 ordinary shares issuable under WalkMe Ltd. 2021 Employee Share Purchase Plan (the “2021 ESPP” and together with the 2021 Plan, the “Equity Plans”), representing an automatic increase effective as of January 1, 2022
pursuant to the Equity Plans.
Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statement on form S-8 (File No. 333-257354) is incorporated into this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently filed
document, which is incorporated by reference herein or therein, and the information required by Part II is omitted, except as supplemented by the information set forth below.
PART II
Item 3. Incorporation of Certain Documents by Reference.
The following documents, which have been filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), are incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:
(i) the Company’s Annual Report on Form 20-F for the year ended December 31, 2021, filed
with the Commission on March 24, 2022 (File No. 001-40490); and
(ii) the description of the Registrant’s Ordinary Shares contained in the prospectus included in the Registrant’s registration statement on Form F-1 originally filed with the Commission on May 17, 2021, as amended (File No. 333-256219), which description is incorporated by reference into the
Registrant’s registration statement on Form 8-A (File No. 001-40490), filed by the Registrant with the Commission under Section 12(b) of the Exchange
Act, on June 11, 2021, including any amendments or reports filed for the purpose of updating such description.
All documents, reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and certain Reports on Form 6-K furnished by the Registrant
to the Commission (which indicate that they are incorporated herein by reference) after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents, reports and
definitive proxy or information statements, or portions thereof, which are furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.
Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the
extent that a statement herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a
part of this Registration Statement, except as so modified or superseded.
Item 8. Exhibits.
|
Exhibit
Number
|
|
Exhibit
|
| |
||
|
(1)
|
Incorporated by reference to Exhibit 1.1 to the Registrant's Annual Report on Form 20-F (File No. 001-40490), filed with the SEC on March 24, 2022.
|
|
(2)
|
Incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form F-1 (File No. 333-256219), filed with the SEC on June 7, 2021.
|
|
(3)
|
Incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form F-1 (File No. 333-256219), filed with the SEC on June 7, 2021.
|
|
*
|
Filed herewith.
|
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 Tel Aviv, Israel, on this 24th day of March, 2022.
|
WALKME LTD.
|
|||
|
By:
|
/s/ Dan Adika
|
||
|
Name:
|
Dan Adika
|
||
|
Title:
|
Chief Executive Officer
|
||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints Dan Adika and Andrew Casey and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her 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 date indicated.
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Dan Adika
Dan Adika
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
March 24, 2022
|
|
/s/ Andrew Casey
Andrew Casey
|
|
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
|
March 24, 2022
|
|
/s/ Rafael Sweary
Rafael Sweary
|
|
President and Director
|
|
March 24, 2022
|
|
/s/ Haleli Barath
Haleli Barath
|
|
Director
|
|
March 24, 2022
|
|
/s/ Michele Bettencourt
Michele Bettencourt
|
|
Director
|
|
March 24, 2022
|
|
/s/ Menashe Ezra
Menashe Ezra
|
|
Director
|
|
March 24, 2022
|
|
/s/ Ron Gutler
Ron Gutler
|
|
Director
|
|
March 24, 2022
|
|
/s/ Jeff Horing
Jeff Horing
|
|
Director
|
|
March 24, 2022
|
|
/s/ Rory O’Driscoll
Rory O’Driscoll
|
|
Director
|
|
March 24, 2022
|
|
/s/ Michael Risman
Michael Risman
|
|
Director
|
|
March 24, 2022
|
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of WalkMe Ltd. has signed this registration statement on March 24, 2022.
|
WALKME, INC.
|
||||
|
By:
|
|
/s/ Andrew Casey
|
||
|
Name:
|
|
Andrew Casey
|
||
|
Title:
|
|
Chief Financial Officer
|
||
Exhibit 5.1
March 24, 2022
|
WalkMe Ltd.
1 Walter Moses St. Tel Aviv-Yafo, 6789903 Israel |
|
|
|
|
|
|
RE: Registration on Form S-8
Ladies and Gentlemen:
We have acted as Israeli counsel to WalkMe Ltd., an Israeli company (the “Company”), in connection with its filing of a registration statement on Form S-8 on or about March 24, 2022 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”),
relating to the registration of (i) 4,187,700 additional ordinary shares, no par value (“Ordinary Shares”), of the Company reserved for issuance under the WalkMe Ltd. 2021 Share Incentive Plan (the “2021
Plan”) resulting from an automatic annual increase as of January 1, 2022, and (ii) 1,002,812 additional Ordinary Shares reserved for issuance under
the WalkMe Ltd. 2021 Employee Share Purchase Plan (the “ESPP” and collectively the “Plans”) resulting from an automatic annual increase as of January 1, 2022.
In our capacity as counsel to the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the
Company’s (i) amended and restated articles of association (the “Articles”), (ii) the Plans, (iii) resolutions of the Company’s board of directors and (iv) other statements of corporate officers and other
representatives of the Company and other documents provided to us by the Company as we have deemed necessary or appropriate as a basis for this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of
natural persons, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies or facsimiles. As to any facts material to this opinion, to the extent that we
did not independently establish relevant facts, we have relied on certificates of public officials and certificates of officers or other representatives of the Company. We have also assumed the truth of all facts communicated to us by the Company
and that all consents, minutes and protocols of meetings of the Company’s board of directors, which have been provided to us, are true and accurate and prepared in accordance with the Articles and all applicable laws. In addition, we have assumed
that the Company will receive the full consideration for the Ordinary Shares (which may consist, in part or in full, of services performed for the Company).
We are admitted to practice law in the State of Israel and the opinion expressed herein is expressly limited to the laws of the State of Israel.
On the basis of the foregoing, we are of the opinion that the Ordinary Shares being registered pursuant to the Registration Statement, when
issued and paid for in accordance with the respective Plan, pursuant to agreements with respect to the respective Plan and, as the case may be, pursuant to the terms of the awards that have been or may be granted under the respective Plan, will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this opinion and such consent, we do not
admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K promulgated
under the Securities Act.
This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or
developments that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.
|
|
Very truly yours,
|
|
|
|
|
|
/s/ Meitar | Law Offices
|
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2021 Share Incentive Plan and the 2021 Employee Share Purchase Plan of WalkMe Ltd., of our
report dated March 24, 2022, with respect to the consolidated financial statements of WalkMe Ltd. and its subsidiaries, included in its Annual Report (Form 20-F) for the year ended December 31, 2021 filed with the Securities and Exchange
Commission.
|
Tel Aviv, Israel
|
/s/ Kost Forer Gabbay & Kasierer
|
|
|
March 24, 2022
|
A Member of Ernst & Young Global
|
Exhibit 107.1
CALCULATION OF FILING FEE TABLE
FORM S-8
(Form Type)
WALKME LTD.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
|
Plan
|
Security Type
|
Security Class Title
|
Fee Calculation Rule
|
Amount Registered (1)
|
Proposed Maximum Offering Price Per Unit (2)
|
Maximum Aggregate Offering Price
|
Fee Rate
|
Amount of Registration Fee
|
||||||||||||||||
|
2021 Share Incentive Plan
|
Equity
|
Ordinary shares, no par value per share
|
Rule 457(c)
and 457(h) |
4,187,700 (3)
|
$14.30
|
$59,884,110.00
|
$92.70 per million dollars
|
$5,551.26
|
||||||||||||||||
|
2021 Employee Share Purchase Plan
|
Equity
|
Ordinary shares, no par value per share
|
Rule 457(c)
and 457(h) |
1,002,812 (3)
|
$14.30
|
$14,340,211.60
|
$92.70 per million dollars
|
$1,329.34
|
||||||||||||||||
|
Total Offering Amounts
|
$74,224,321.60
|
$6,880.60
|
||||||||||||||||||||||
|
Total Fee Offsets
|
$—
|
|||||||||||||||||||||||
|
Net Fee Due
|
$6,880.60
|
|||||||||||||||||||||||
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional ordinary shares that become issuable
under the 2021 Plan by reason of any share dividend, share split, recapitalization, or any other similar transaction without receipt of consideration which results in an increase in the number of outstanding ordinary shares.
(2) For purposes of computing the registration fee only. Pursuant to Rule 457(c) of the Securities Act, the Proposed Maximum Offering Price Per Share with respect to the 2021 Plan and the 2021 ESPP
is based upon the average of the high and low prices of the Company’s ordinary shares, as reported on the Nasdaq Global Select Market on March 18, 2022, which date is within five business days prior to the filing of this Registration Statement.
(3) Represents 4,187,700 ordinary shares to be issued pursuant to an automatic increase to the number of ordinary shares available for issuance under the 2021 Plan, effective January 1, 2022 and
1,002,812 shares to be issued pursuant to an automatic increase to the number of ordinary shares available for issuance under the 2021 ESPP, effective January 1, 2022.