As filed with the Securities and Exchange Commission on March 14, 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
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
Matthew Rudolph
Meitar | Law Offices
16 Abba Hillel Road
Ramat Gan, 5250608, Israel
Tel: +972 (3) 610-3100
Fax: +972 (3) 610-3111
|
|
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 (this “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 5,396,525 ordinary shares of WalkMe Ltd. (the “Company” or the “Registrant”) issuable under the following employee benefit plans for which registration statements of the Company on Form S-8 (File Nos. 333-263823 and 333-257354) are effective, including: (i)
4,339,004 ordinary shares issuable under the WalkMe Ltd. 2021 Share Incentive Plan (the “2021 Plan”) and (ii) 1,057,521 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, 2023 pursuant to the Equity Plans.
Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statements on Form S-8 filed on March 24, 2022 (File No. 333-263823) and June 24, 2021 (File No. 333-257354) are
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 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, 2022,
filed with the Commission on March 14, 2023 (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 Commission on March 14, 2023.
|
|
(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.
|
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 Tel Aviv, Israel, on this 14th day of March, 2023.
|
WALKME LTD.
|
||
|
|
|
|
|
By:
|
/s/ Dan Adika
|
|
|
Name:
|
Dan Adika
|
|
|
Title:
|
Chief Executive Officer
|
|
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints Dan Adika and Hagit Ynon 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 14, 2023
|
|
|
|
|
||
|
/s/ Hagit Ynon
Hagit Ynon
|
|
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
|
March 14, 2023
|
|
|
|
|
||
|
/s/ Michele Bettencourt
Michele Bettencourt
|
|
Chairperson of the Board
|
|
March 14, 2023
|
|
|
|
|
||
|
/s/ Haleli Barath
Haleli Barath
|
|
Director
|
|
March 14, 2023
|
|
|
|
|
||
|
/s/ Menashe Ezra
Menashe Ezra
|
|
Director
|
|
March 14, 2023
|
|
|
|
|
||
|
/s/ Ron Gutler
Ron Gutler
|
|
Director
|
|
March 14, 2023
|
|
|
|
|
||
|
/s/ Jeff Horing
Jeff Horing
|
|
Director
|
|
March 14, 2023
|
|
|
|
|
||
|
/s/ Rory O’Driscoll
Rory O’Driscoll
|
|
Director
|
|
March 14, 2023
|
|
|
|
|
||
|
____________________
Michael Risman
|
|
Director
|
|
March 14, 2023
|
|
/s/ Roy Saar
Roy Saar
|
|
Director
|
|
March 14, 2023
|
|
____________________
Rafael Sweary
|
Director
|
March 14, 2023
|
||
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 14, 2023.
|
WALKME, INC.
|
||
|
|
|
|
|
By:
|
/s/ Paul Bradley Shinn
|
|
|
Name:
|
Paul Bradley Shinn
|
|
|
Title:
|
General Counsel
|
|
Exhibit 5.1
March 14, 2023
|
WalkMe Ltd.
1 Walter Moses St., Tel Aviv, 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 14, 2023 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of (i)
4,339,004 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, 2023 and (ii) 1,057,521 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, 2023.
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 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)(3)
|
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) |
4,339,004
|
$10.07
|
$43,693,770.28
|
$110.20 per million dollars
|
$4,815.06
|
|
2021 Employee Share Purchase Plan
|
Equity
|
Ordinary shares, no par value per share
|
Rule 457(c)
and 457(h) |
1,057,521
|
$10.07
|
$10,649,236.47
|
$110.20 per million dollars
|
$1,173.55
|
|
Total Offering Amounts
|
$54,343,006.75
|
$5,988.60
|
||||||
|
Total Fee Offsets(4)
|
$-
|
|||||||
|
Net Fee Due
|
$5,988.60
|
|||||||
(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 WalkMe Ltd. 2021 Share Incentive Plan (the “2021 Plan”) and WalkMe Ltd. 2021 Employee Share Purchase Plan (the “2021 ESPP”) 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 Registrant’s ordinary shares, as reported on the Nasdaq Global Select Market on March 7, 2023, which date is within five
business days prior to the filing of this Registration Statement.
(3) Represents 4,339,004 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, 2023 and 1,057,521 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, 2023.
(4) The Registrant does not have any fee offsets.
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 14, 2023, 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, 2022 filed with the Securities and Exchange Commission.
|
Tel Aviv, Israel
|
/s/ Kost Forer Gabbay & Kasierer
|
|
|
March 14, 2023
|
A Member of Ernst & Young Global
|