Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officers and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report.
In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on management’s evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are designed to, and are effective to, provide assurance at a reasonable level, that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our co-chief executive officers and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022 based on the guidelines established in the Internal Control—Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles (GAAP).
Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2022 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.
The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report on the Company’s internal control over financial reporting, which appears in Part II, Item 8 of this Form 10-K.
Changes in Internal Controls over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations of Disclosure Controls and Procedures and Internal Control over Financial Reporting
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.
Item 9B. Other Information
Not applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
101
Table of Contents
Part III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item (other than the information set forth in the next paragraph) is incorporated by reference to the definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2022.
We have adopted a code of business conduct and ethics that applies to, among others, our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our code of business conduct and ethics is available under the Corporate Governance section of our website at freshworks.com. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waiver from, a provision of our code of business conduct and ethics by posting such information on the website address and location specified above.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2022.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2022.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2022.
Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2022.
102
Table of Contents
Part IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Financial Statements
See Index to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
(b) Financial Statement Schedule
All financial statement schedules are omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or the notes thereto.
(c) Exhibits.
The documents listed in the Exhibit Index of this Annual Report on Form 10-K are incorporated by reference or are filed with this Annual Report on Form 10-K.
Exhibit
Number
Description of Exhibit Form File No. Exhibit Filing Date Filed Herewith
3.1 Amended and Restated Certificate of Incorporation.
8-K 001-40806 3.1 September 24, 2021
3.2 Amended and Restated Bylaws.
S-1/A 333-259118 3.4 September 13, 2021
4.1 Form of Class A common stock certificate of Freshworks Inc.
S-1/A 333-259118 4.1 September 13, 2021
4.2 Seventh Amended and Restated Investors’ Rights Agreement by and among Freshworks Inc. and certain of its stockholders, dated December 16, 2019.
S-1 333-259118 4.2 August 27, 2021
4.3 Voting Agreement by and among Freshworks Inc . and certain of its stockholders, dated August 26, 2021.
S-1 333-259118 4.3 August 27, 2021
4.4 Description of Securities.
10-K 001-40806 4.4 February 23, 2022
10.1 †
Freshworks Inc. 2011 Stock Plan, as amended, and forms of agreements thereunder.
S-1 333-259118 10.1 August 27, 2021
10.2 †
Freshworks Inc. 2021 Equity Incentive Plan and forms of agreements thereunder.
S-1/A 333-259118 10.2 September 13, 2021
10.3 †
Freshworks Inc. 2021 Employee Stock Purchase Plan.
S-1/A 333-259118 10.3 September 13, 2021
10.4 †
Freshworks Inc. 2022 Cash Incentive Plan.
10-Q 001-40806 10.4 May 6, 2022
10.5 †
Description of Freshworks Inc. Non-Employee Director Compensation Program.
S-1 333-259118 10.5 August 27, 2021
10.6 †
Amended and Restated Offer Letter by and between Freshworks Inc. and Rathna Girish Mathrubootham, dated August 25, 2021.
S-1 333-259118 10.6 August 27, 2021
10.7 †
Amended and Restated Offer Letter by and between Freshworks Inc. and Tyler Sloat, dated August 25, 2021.
S-1 333-259118 10.7 August 27, 2021
10.8 †
Amended and Restated Offer Letter by and between Freshworks Inc. and Jose Morales, dated August 25, 2021.
S-1 333-259118 10.8 August 27, 2021
10.9 †
Amended and Restated Offer Letter by and between Freshworks Inc. and Stacey Epstein, dated August 25, 2021.
S-1 333-259118 10.9 August 27, 2021
10.10 †
Amended and Restated Offer Letter by and between Freshworks Inc. and Srinivasagopalan Ramamurthy, dated August 25, 2021.
S-1 333-259118 10.10 August 27, 2021
10.11 Lease by and between Freshworks Inc. and Bay Meadows Station 2 Investors, LLC, dated September 20, 2018.
S-1 333-259118 10.11 August 27, 2021
103
Table of Contents
10.12 Lease Deed by and between Registrant and Faery Estates Private Limited, dated December 20, 2018.
S-1 333-259118 10.12 August 27, 2021
10.13 Lease Deed by and between Registrant and Faery Estates Private Limited, dated December 27, 2018.
S-1 333-259118 10.13 August 27, 2021
10.14 Lease Deed by and between Registrant and Faery Estates Private Limited, dated May 20, 2019.
S-1 333-259118 10.14 August 27, 2021
10.15 Lease Deed by and between Registrant and Faery Estates Private Limited, dated May 20, 2019.
S-1 333-259118 10.15 August 27, 2021
10.16 Lease Deed by and between Registrant and Faery Estates Private Limited, dated May 31, 2019.
S-1 333-259118 10.16 August 27, 2021
10.17 Lease Deed by and between Registrant and Faery Estates Private Limited, dated May 31, 2019.
S-1 333-259118 10.17 August 27, 2021
10.18 Lease Deed by and between Registrant and Faery Estates Private Limited, dated November 29, 2019.
S-1 333-259118 10.18 August 27, 2021
10.19 †
Form of Indemnification Agreement entered into by and between Freshworks Inc. and each director and executive officer.
S-1/A 333-259118 10.19 September 13, 2021
10.20 †
2022 Inducement Plan and forms of agreements thereunder.
S-8 333-267201 4.2 August 31, 2022
10.21 †
2022 Inducement Plan Form of Global RSU Grant Package.
S-8 333-267201 4.3 August 31, 2022
10.22 †
2022 Inducement Plan Form of Global Stock Option Grant Package.
S-8 333-267201 4.4 August 31, 2022
10.23 †
Offer Letter by and between Freshworks Inc. and Dennis Woodside dated August 15, 2022.
10-Q 001-40806 10.4 November 4, 2022
10.24 †
Freshworks Inc. 2023 Cash Incentive Plan
X
10.25 Lease Deed by and between Registrant and Airoli ITP Development Private Limited, dated December 14, 2022
X
21.1 List of subsidiaries of Freshworks Inc.
S-1 333-259118 21.1 August 27, 2021
23.1 Consent of Deloitte & Touche LLP, independent registered public accounting firm.
X
24.1 Power of Attorney (included on signature page).
X
31.1 Section 302 Certification of Principal Executive Officer
X
31.2 Section 302 Certification of Principal Financial Officer
X
32.1# Section 906 Certification of Principal Executive Officer
X
32.2# Section 906 Certification of Principal Financial Officer
X
101.INS Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH Inline XBRL Taxonomy Extension Schema Document
X
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
X
104
Table of Contents
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
X
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
† Indicates management contract or compensatory plan.
# The certifications attached as Exhibit 32.1 and 32.2 accompany this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, irrespective of any general incorporation language contained in any such filing.
Item 16. Form 10-K Summary
None.
105
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Mateo, State of California, on February 23, 2023.
Freshworks Inc.
By: /s/ Rathna Girish Mathrubootham
Rathna Girish Mathrubootham
Chief Executive Officer and Chairman (Principal Executive Officer)
By: /s/ Tyler Sloat
Tyler Sloat
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Table of Contents
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 or any one of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this report on Form 10-K, 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 her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant, and in the capacities and on the dates indicated.
Signature Title Date
/s/ Rathna Girish Mathrubootham Chief Executive Officer and Chairman (Principal Executive Officer)
February 23, 2023
Rathna Girish Mathrubootham
/s/ Tyler Sloat Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 23, 2023
Tyler Sloat
/s/ Roxanne S. Austin Director February 23, 2023
Roxanne S. Austin
/s/ Johanna Flower Director February 23, 2023
Johanna Flower
/s/ Sameer Gandhi Director February 23, 2023
Sameer Gandhi
/s/ Randy Gottfried Director February 23, 2023
Randy Gottfried
/s/ Zachary Nelson Director February 23, 2023
Zachary Nelson
/s/ Barry Padgett Director February 23, 2023
Barry Padgett
/s/ Jennifer Taylor Director February 23, 2023
Jennifer Taylor
/s/ Dennis M. Woodside Director February 23, 2023
Dennis M. Woodside