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    SEC Form S-8 filed by Fiverr International Ltd.

    3/12/26 4:14:31 PM ET
    $FVRR
    Real Estate
    Real Estate
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    S-8 1 zk2634528.htm S-8

    As filed with the Securities and Exchange Commission on March 12, 2026
     
    Registration No. 333-


     
     
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
     
    FORM S-8
     
    REGISTRATION STATEMENT
    Under
    The Securities Act of 1933
     
    Fiverr International Ltd.
    (Exact name of registrant as specified in its charter)
     
    State of Israel
     
     
    Not Applicable
    (IRS Employer Identification No.)
     
    (State or other jurisdiction
     
     
    of incorporation or organization)
     
     
     
    Fiverr International Ltd.
    8 Eliezer Kaplan St,
    Tel Aviv 6473409, Israel
    Tel: +972-72-2280910
    (Address of principal executive offices)
     
     
    Not Applicable
    (Zip code)
     
    2020 Employee Share Purchase Plan
    (Full title of the plan)
      
    C T Corporation System
    28 Liberty Street
    New York, NY 10005
    (Name and address of agent for service)
     
    212-894-8940
    (Telephone number, including area code, of agent for service)
     
    Copies to:
     
    Joshua G. Kiernan
    Latham & Watkins LLP
    99 Bishopsgate
    London EC2M 3XF, UK
    Tel: + 44 20 7710-5820
    Fax: +44 20 7374-4460
     
     
    Shachar Hadar
    Elad Ziv
    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 is being filed for the purpose of registering an additional 462,097 ordinary shares, no par value per share (“Ordinary Shares”) of Fiverr International Ltd. (the “Registrant”) that may become issuable under the Registrant’s 2020 Employee Share Purchase Plan, as it may be amended or restated from time to time (the “ESPP”). A Registration Statement of the Registrant on Form S-8 relating to the ESPP is effective.

    INCORPORATION BY REFERENCE OF CONTENTS OF
    REGISTRATION STATEMENT ON FORM S-8

    Except as set forth below, the contents of the Registration Statement on Form S-8 (File Nos. 333-248580, 333-262817, 333-270992, 333-277270 and 333-285049) filed with the Securities and Exchange Commission, relating to the ESPP, is incorporated by reference herein.

    Item 8. Exhibits.
     
    Exhibit Number
     
     
    Description of Exhibit
    4.1

    Amended and Restated Articles of Association of the Registrant, as currently in effect (incorporated by reference to Exhibit 99.1 to the Registrant’s Report of Foreign Private Issuer on Form 6-K (File No. 001-38929) filed on October 27, 2023).
    5.1+

    Opinion of Meitar | Law Offices as to the legality of the Registrant’s Ordinary Shares.
    23.1+

    Consent of Kost, Forer, Gabbay and Kasierer, a member of Ernst & Young Global, independent registered public accounting firm.
    23.2 +

    Consent of Meitar | Law Offices (included in Exhibit 5.1).
    24.1+

    Power of Attorney (included on signature page).
    99.1

    2020 Employee Share Purchase Plan, as it may be amended or restated from time to time (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-248580) filed on September 3, 2020).
    107 +

    Filing Fee Calculation.

    + Filed herewith


     
    SIGNATURES
     
    Pursuant to the requirements of the Securities Act of 1933, as amended, 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  12th day of March 2026.
     
     
     
    FIVERR INTERNATIONAL LTD.

     
     
    By:
     /s/ Micha Kaufman
     
     
    Name:  Micha Kaufman
     

    Title:    Chief Executive Officer
     
     

     
    SIGNATURES AND POWER OF ATTORNEY
     
    We, the undersigned officers and directors of Fiverr International Ltd., hereby severally constitute and appoint Micha Kaufman and Esti Levy Dadon, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution in each of them for him and in his name, place and stead, and 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 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 or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
     
    Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
     
    Signature
     
     
    Title
     
     
    Date
     
     
     
     
     
     
     
     
     
     
     /s/ Micha Kaufman
     
     
    Founder, Chief Executive Officer and Chairman of the Board
    (Principal Executive Officer)
     
     
    March 12, 2026
    Micha Kaufman
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    /s/ Esti Levy Dadon
     
     
    Chief Financial Officer
    (Principal Financial Officer and Principal Accounting Officer)
     
     
    March 12, 2026
    Esti Levy Dadon 
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    /s/ Adam Fisher
     
     
    Member of the Board
     
     
    March 12, 2026
    Adam Fisher
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    /s/ Yael Garten
     
     
    Member of the Board
     
     
    March 12, 2026
    Yael Garten
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    /s/ Ron Gutler
     
     
    Member of the Board
     
     
    March 12, 2026
    Ron Gutler
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    /s/ Gili Iohan
     
     
    Member of the Board
     
     
    March 12, 2026
    Gili Iohan 
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    /s/ Jonathan Kolber
     
     
    Member of the Board
     
     
    March 12, 2026
    Jonathan Kolber
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    /s/ Nir Zohar
     
     
    Member of the Board
     
     
    March 12, 2026
    Nir Zohar 
     
     
     
     
     
     
     
     



    SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF REGISTRANT

    Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Fiverr International Ltd., has signed this Registration Statement on Form S-8, in the City of San Francisco, State of California, on March 12, 2026.

     
    FIVERR INC.
     
    (Authorized Representative in the United States)

     
    By:
    /s/ Jinjin Qian
     
     
    Name:  Jinjin Qian
     
     
    Title:    Chief Business Officer






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