Freshworks Inc
For the period ended Dec 31, 2023. Filed Feb 16, 2024.
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FY2023 · Filed Feb 16, 2024
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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.
| ExhibitNumber | 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† | Non-Employee Director Compensation Program. | 10-Q | 001-40806 | 10.1 | May 4, 2023 | |
| 10.5† | 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 | |
| 10.6† | 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 | |
| 10.7† | 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 | |
| 10.8† | 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 | |
| 10.9† | Amended and Restated Offer Letter by and between Freshworks Inc. and Mika Yamamoto, dated September 28, 2023. | X | ||||
| 10.10 | 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 | |
| 10.11 | Lease Deed by and between Registrant and Faery Estates Private Limited, dated December 20, 2018. | S-1 | 333-259118 | 10.12 | August 27, 2021 | |
| 10.12 | Lease Deed by and between Registrant and Faery Estates Private Limited, dated December 27, 2018. | S-1 | 333-259118 | 10.13 | August 27, 2021 | |
| 10.13 | Lease Deed by and between Registrant and Faery Estates Private Limited, dated May 20, 2019. | S-1 | 333-259118 | 10.14 | August 27, 2021 | |
| 10.14 | Lease Deed by and between Registrant and Faery Estates Private Limited, dated May 20, 2019. | S-1 | 333-259118 | 10.15 | August 27, 2021 | |
| 10.15 | Lease Deed by and between Registrant and Faery Estates Private Limited, dated May 31, 2019. | S-1 | 333-259118 | 10.16 | August 27, 2021 | |
| 10.16 | Lease Deed by and between Registrant and Faery Estates Private Limited, dated May 31, 2019. | S-1 | 333-259118 | 10.17 | August 27, 2021 | |
| 10.17 | Lease Deed by and between Registrant and Faery Estates Private Limited, dated November 29, 2019. | S-1 | 333-259118 | 10.18 | August 27, 2021 | |
| 10.18† | 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 | |
| 10.19† | 2022 Inducement Plan and forms of agreements thereunder. | S-8 | 333-267201 | 4.2 | August 31, 2022 | |
| 10.20† | 2022 Inducement Plan Form of Global RSU Grant Package. | S-8 | 333-267201 | 4.3 | August 31, 2022 | |
| 10.21† | 2022 Inducement Plan Form of Global Stock Option Grant Package. | S-8 | 333-267201 | 4.4 | August 31, 2022 | |
| 10.22† | Offer Letter by and between Freshworks Inc. and Dennis Woodside dated August 15, 2022. | 10-Q | 001-40806 | 10.4 | November 4, 2022 | |
| 10.23† | Freshworks Inc. 2023 Cash Incentive Plan | 10-K | 001-40806 | 10.24 | February 23, 2023 | |
| 10.24 | Lease Deed by and between Registrant and Airoli ITP Development Private Limited, dated December 14, 2022 | 10-K | 001-40806 | 10.25 | February 23, 2023 | |
| 21.1 | List of subsidiaries of Freshworks Inc. | X | ||||
| 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 | ||||
| 97 | Freshworks Incentive Compensation Recoupment (Clawback) Policy | 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 |
| 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.
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