SEC Form S-8 filed by WalkMe Ltd.

As filed with the Securities and Exchange Commission on March 18, 2024

Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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WalkMe Ltd.

(Exact name of registrant as specified in its charter)

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:

 

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.

 

 

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 5,632,541 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. 333-270537, 333-263823 and 333-257354) are effective, including: (i) 4,543,233 ordinary shares issuable under the WalkMe Ltd. 2021 Share Incentive Plan (the “2021 Plan”) and (ii) 1,089,308 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, 2024 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 14, 2023 (File No. 333-270537), 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, 2023, filed with the Commission on March 18, 2024 (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.

 

SIGNATURES

 

 

POWER OF ATTORNEY

 

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.

AUTHORIZED REPRESENTATIVE

 

 

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