Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Ordinary shares, no par value
|
WKME
|
The Nasdaq Stock Market LLC
|
☐ Large accelerated filer
|
☐ Accelerated filer
|
☒ Non-accelerated filer
|
☒ Emerging growth company
|
☒ U.S. GAAP
|
☐ International Financial Reporting Standards as issued by the International Accounting Standards Board
|
☐ Other
|
5 | ||
5 | ||
7 |
||
8 | ||
8 | ||
8 | ||
8 | ||
A. |
[Reserved.] |
8 |
B. |
Capitalization and Indebtedness |
8 |
C. |
Reasons for the Offer and Use of Proceeds
|
8 |
D. |
Risk Factors |
8 |
57 | ||
A. |
History and Development of the Company
|
57 |
B. |
Business Overview |
57 |
C. |
Corporate Structure |
75 |
D. |
Property, Plants and Equipment |
75 |
76 | ||
76 | ||
A. |
Operating Results |
84 |
B. |
Liquidity and Capital Resources |
87 |
C. |
Research and Development, Patents and Licenses,
Etc. |
90 |
D. |
Trend Information |
90 |
E. |
Critical Accounting Estimates |
90 |
95 | ||
A. |
Directors and Senior Management |
95 |
B. |
Compensation |
98 |
C. |
Board Practices |
108 |
D. |
Employees |
120 |
E. |
Share Ownership |
120 |
120 | ||
A. |
Major Shareholders |
120 |
B. |
Related Party Transactions |
124 |
C. |
Interests of Experts and Counsel |
126 |
126 | ||
A. |
Consolidated Statements and Other Financial
Information |
126 |
B. |
Significant Changes |
126 |
126 | ||
A. |
Offer and Listing Details |
126 |
B. |
Plan of Distribution |
126 |
C. |
Markets |
126 |
D. |
Selling Shareholders |
127 |
E. |
Dilution |
127 |
F. |
Expenses of the Issue |
127 |
127 | ||
A. |
Share Capital |
127 |
B. |
Memorandum and Articles of Association
|
127 |
C. |
Material Contracts |
127 |
D. |
Exchange Controls |
128 |
E. |
Taxation |
128 |
F. |
Dividends and Paying Agents |
138 |
G. |
Statement by Experts |
138 |
H. |
Documents on Display |
138 |
I. |
Subsidiary Information |
138 |
139 | |
139 | |
139 | |
139 | |
140 | |
140 | |
141 | |
141 | |
141 | |
141 | |
142 | |
142 | |
142 | |
142 | |
143 | |
143 | |
143 | |
143 | |
143 | |
144 | |
145 | |
F-1 |
• |
our future financial performance, including our expectations regarding our revenue, cost of revenue, gross margin, operating expenses,
cash flow and deferred revenue; |
• |
our ability to manage our growth effectively, sustain our historical growth rate in the future or achieve or maintain profitability;
|
• |
the impact of the COVID-19 pandemic or adverse macro-economic changes on our business, financial condition and results of operations;
|
• |
the growth and expansion of the markets for our offerings and our ability to adapt and respond effectively to evolving market conditions;
|
• |
our estimates of, and future expectations regarding, our market opportunity; |
• |
our ability to keep pace with technological and competitive developments and develop or otherwise introduce new products and solutions
and enhancements to our existing offerings; |
• |
our ability to maintain the interoperability of our offerings across devices, operating systems and third-party applications and
to maintain and expand our relationships with third-party technology partners; |
• |
our ability to attract and retain the executive leadership and employee talent that we need to be successful in an increasingly competitive
market for talent; |
• |
the effects of increased competition in our target markets and our ability to compete effectively; |
• |
our ability to attract and retain new customers and to expand within our existing customer base; |
• |
the success of our sales and marketing operations, including our ability to realize efficiencies and reduce customer acquisition
costs; |
• |
the percentage of our remaining performance obligations that we expect to recognize as revenue; |
• |
our ability to meet the service-level commitments under our customer agreements and the effects on our business if we are unable
to do so; |
• |
our relationships with, and dependence on, various third-party service providers; |
• |
our ability to maintain and enhance awareness of our brand; |
• |
our ability to offer high quality customer support; |
• |
our ability to effectively develop and expand our marketing and sales capabilities; |
• |
our ability to maintain the sales prices of our offerings and the effects of pricing fluctuations;
|
• |
the sustainability of, and fluctuations in, our gross margin; |
• |
risks related to our international operations and our ability to expand our international business operations; |
• |
the effects of currency exchange rate fluctuations on our results of operations; |
• |
challenges and risks related to our sales to government entities; |
• |
our ability to consummate acquisitions at our historical rate and at acceptable prices, to enter into other strategic transactions
and relationships, and to manage the risks related to these transactions and arrangements; |
• |
our ability to protect our proprietary technology, or to obtain, maintain, protect and enforce sufficiently broad intellectual property
rights therein; |
• |
our ability to maintain the security and availability of our platform, products and solutions; |
• |
our ability to comply with current and future legislation and governmental regulations to which we are subject or may become subject
in the future; |
• |
changes in applicable tax law, the stability of effective tax rates and adverse outcomes resulting from examination of our income
or other tax returns; |
• |
risks related to political, economic and security conditions in Israel; |
• |
the effects of unfavorable conditions in our industry or the global economy or reductions in information technology spending; and
|
• |
factors that may affect the future trading prices of our ordinary shares. |
A. |
[Reserved.] |
B. |
Capitalization and Indebtedness |
C. |
Reasons for the Offer and Use of Proceeds |
D. |
Risk Factors |
• |
innovating and advancing our platform; |
• |
acquiring new customers; |
• |
increasing usage by and spend from our existing customers; |
• |
international expansion; and |
• |
expansion of our ecosystem and go-to-market partnerships. |
• |
breadth of applications and technology integrations supported; |
• |
support for cross-application guidance, automation and analytics; |
• |
expertise in third-party application implementations; |
• |
integration of robust analytics and visualization capabilities; |
• |
cross-platform support for workflows including mobile native applications (iOS and Android) and desktop (Windows and macOS);
|
• |
ease of implementation and use; |
• |
performance, security, scalability and reliability; |
• |
quality of customer support; |
• |
total cost of ownership; and |
• |
brand recognition and reputation. |
• |
Non-adoption from enterprises maintaining the status quo of offline, internally
developed, or non-dynamic, FAQ-centric application guidance and workflow support; |
• |
Point solutions embedded natively or as an add-on to software provided by diversified enterprise software companies such as SAP,
Oracle, Microsoft, and Salesforce; and |
• |
Providers of software for specific in-app guidance or analytics use cases for SaaS applications. |
• |
our ability to attract and retain new customers and expand sales within our existing customer base; |
• |
the loss of existing customers; |
• |
subscription renewals and the timing of such renewals; |
• |
fluctuations in customer usage of our products from period to period; |
• |
customer satisfaction with our products and platform capabilities and customer support; |
• |
mergers and acquisitions or other transactions affecting our customer base, including the consolidation of affiliates’ multiple
accounts into a single account; |
• |
mix of our revenue between subscription and professional services; |
• |
our ability to gain new partners and retain existing partners, and any changes in the economic terms of our agreements with such
partners; |
• |
increases or decreases in the number of users or applications in our subscriptions or pricing changes upon any renewals of customer
agreements; |
• |
fluctuations in share-based compensation expense; |
• |
decisions by potential customers to purchase alternative solutions or develop in-house technologies as alternatives to our products;
|
• |
the amount and timing of operating expenses related to the maintenance and expansion of our business and operations, including investments
in research and development, sales and marketing, including the capacity of our sales team, and general and administrative resources;
|
• |
our ability to manage our cloud services infrastructure costs; |
• |
technical disruptions or network outages; |
• |
developments or disputes concerning our intellectual property or proprietary rights, our platform or products, or third-party intellectual
property or proprietary rights; |
• |
negative publicity about our Company, our offerings or our partners, including as a result of actual or perceived breaches of, or
failures relating to, privacy, data protection or data security; |
• |
the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment
of goodwill from acquired companies; |
• |
general economic, industry and market conditions; |
• |
the impact of the ongoing COVID-19 pandemic, or any other pandemic, epidemic, outbreak of infectious disease or other global health
crises on our business, the businesses of our customers and partners and general economic conditions; |
• |
the impact of political uncertainty or unrest, including the war in Ukraine; |
• |
changes in our pricing policies or those of our competitors; |
• |
fluctuations in the growth rate of the overall markets that our products address; |
• |
seasonality in the underlying businesses of our customers, including budgeting cycles and purchasing practices, and any changes in
customer spending patterns; |
• |
the business strengths or weakness of our customers; |
• |
our ability to collect timely on invoices or receivables; |
• |
the cost and potential outcomes of litigation or other disputes; |
• |
future accounting pronouncements or changes in our accounting policies; |
• |
our overall effective tax rate, including impacts caused by any reorganization in our corporate tax structure and any new legislation
or regulatory developments; |
• |
our ability to successfully expand our business in the U.S. and internationally; |
• |
fluctuations in foreign currency exchange rates; |
• |
legal and regulatory compliance costs in new and existing markets; and |
• |
the timing and success of new products or product features introduced by us or our competitors or any other change in the competitive
dynamics of our industry, including consolidation among competitors, customers or partners. |
• |
recruiting and retaining talented and capable employees outside of Israel and the United States, and maintaining our Company culture
across all of our offices; |
• |
providing our platform and operating our business across a significant distance, in different languages and among different cultures,
including the potential need to modify our platform and features to reflect local languages and to ensure that they are culturally appropriate
and relevant in different countries; |
• |
slower than anticipated availability and adoption of cloud and technology infrastructures by international businesses; |
• |
the applicability of evolving and potentially inconsistent international laws and regulations, including laws and regulations with
respect to tariffs, privacy, data protection, data security, consumer protection and unsolicited email, and the risk of penalties to our
customers, users and individual members of our executive leadership team or other employees if our practices are deemed to be out of compliance;
|
• |
operating in jurisdictions that do not protect intellectual property rights to the same extent as does the United States; |
• |
our need to rely on local partners including in connection with joint venture or other arrangements like our Japanese subsidiary,
WalkMe K.K., to penetrate certain geographic regions, which may make us dependent on such local partners to implement our growth strategy.
See “Operating and Financial Review and Prospects—Commitments and Contractual Obligations—WalkMe K.K.”;
|
• |
compliance by us and our business partners with anti-corruption laws, import and export control laws, tariffs, trade barriers, economic
sanctions and other regulatory limitations on our ability to provide our platform in certain international markets; |
• |
political and economic instability including instability arising from the war in Ukraine; |
• |
fluctuations in currency exchange rates; |
• |
double taxation of our international earnings and potentially adverse tax consequences due to changes in the income and other tax
laws of Israel, the United States or the international jurisdictions in which we operate, including the complexities of foreign
value added tax (or other tax) systems, and restrictions on the repatriation of earnings; |
• |
higher costs of doing business internationally, including increased accounting, travel, infrastructure and legal compliance costs;
|
• |
different labor regulations, especially in the European Union, where labor laws are generally more advantageous to employees as compared
to the United States, including deemed hourly wage and overtime regulations in these locations; |
• |
the ongoing COVID-19 pandemic, or any other pandemic, epidemic or outbreak of infectious disease, including uncertainty regarding
what measures the United States or foreign governments will take in response; |
• |
the implementation of exchange controls, including restrictions promulgated by the United States Department of the Treasury’s
Office of Foreign Assets Control (“OFAC”), and other similar trade protection regulations and measures in the United
States, Israel or in other jurisdictions; |
• |
reduced ability to timely collect amounts owed to us by our customers in countries where our recourse may be more limited;
|
• |
limitations on our ability to reinvest earnings from operations derived from one country to fund the capital needs of our operations
in other countries; |
• |
potential changes in laws, regulations, and costs affecting our United Kingdom (“UK”) operations
and personnel due to Brexit; |
• |
as an Israeli company, we are subject to Israeli laws concerning governmental access to data and the risk, or perception of risk,
of such access may making our platform less attractive to organizations outside Israel, and compliance with such Israeli laws may
conflict with legal obligations that we, or other organizations on our platform, may be subject to in other countries; and
|
• |
exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act of
1977, as amended, and similar applicable laws and regulations in other jurisdictions. |
• |
cease selling or using products or technology that incorporate or cover the intellectual property rights that we allegedly infringe,
misappropriate or otherwise violate;
|
• |
make substantial payments for royalty or license fees, legal fees, settlement payments or other costs or damages;
|
• |
obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology or intellectual
property; or
|
• |
redesign the allegedly infringing products or technology to avoid infringement, misappropriation or other violation, which could
be costly, time-consuming or impossible. |
• |
implement usage-based pricing; |
• |
discount pricing for competitive products; |
• |
otherwise materially change their pricing rates or schemes; |
• |
charge us to deliver our traffic at certain levels or at all; |
• |
throttle traffic based on its source or type; |
• |
implement bandwidth caps or other usage restrictions; or |
• |
otherwise try to monetize or control access to their networks. |
• |
it is an “orthodox” investment company because it is or holds itself out as being engaged primarily, or proposes to engage
primarily, in the business of investing, reinvesting or trading in securities; or |
• |
it is an inadvertent investment company because, absent an applicable exemption, (i) it owns or proposes to acquire investment securities
having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated
basis, or (ii) it owns or proposes to acquire investment securities having a value exceeding 45% of the value of its total assets (exclusive
of U.S. government securities and cash items) and/or more than 45% of its income is derived from investment securities on a consolidated
basis with its wholly owned subsidiaries. |
• |
actual or anticipated changes or fluctuations in our results of operations; |
• |
the guidance we may provide to the public, and any changes in, or our failure to perform in line with, such guidance; |
• |
announcements by us or our competitors of significant business developments, new offerings or new or terminated significant contracts,
commercial relationships or capital commitments; |
• |
industry or financial analyst or investor reaction to our press releases, other public announcements, and filings with the SEC;
|
• |
rumors and market speculation involving us or other companies in our industry; |
• |
future sales or expected future sales of our ordinary shares; |
• |
investor perceptions of us and the industries and markets in which we operate; |
• |
price and volume fluctuations in the overall stock market from time to time; |
• |
changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in
particular; |
• |
failure of industry or financial analysts to maintain coverage of us, changes in financial estimates by any analysts who follow our
Company, or our failure to meet these estimates or the expectations of investors; |
• |
actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;
|
• |
litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;
|
• |
developments or disputes concerning our intellectual property rights or our solutions, or third-party proprietary rights; |
• |
announced or completed acquisitions of businesses or technologies by us or our competitors; |
• |
actual or perceived breaches of, or failures relating to, privacy, data protection or data security; |
• |
new laws or regulations or new interpretations of existing laws or regulations applicable to our business; |
• |
actual or anticipated changes in our executive leadership team or our board of directors; |
• |
general economic conditions and slow or negative growth of our target markets; and |
• |
other events or factors, including those resulting from pandemics, war, incidents of terrorism or responses to these events.
|
• |
the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered
under the Exchange Act; |
• |
the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability
for insiders who profit from trades made in a short period of time; |
• |
the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited
financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant
events; and |
• |
Regulation Fair Disclosure (“Regulation FD”), which regulates selective disclosures of material information by issuers.
|
• |
the Companies Law regulates mergers and requires that a tender offer be effected when more than a specified percentage of shares
in a company are purchased; |
• |
the Companies Law requires special approvals for certain transactions involving directors, officers or certain significant shareholders
and regulates other matters that may be relevant to these types of transactions; |
• |
the Companies Law does not provide for shareholder action by written consent for public companies, thereby requiring all shareholder
actions to be taken at a general meeting of shareholders; |
• |
our amended and restates Articles of Association divide our directors into three
classes, each of which is elected once every three years, and accordingly, each of our directors serves until the third annual general
meeting following his or her election or re-election or until he or she is removed; |
• |
an amendment to our amended and restates Articles of Association will generally
require, in addition to the approval of our board of directors, a vote of the holders of a majority of our outstanding ordinary shares
entitled to vote and present and voting on the matter at a general meeting of shareholders (referred to as simple majority), and the amendment
of a limited number of provisions, such as the provision dividing our directors into three classes, requires a vote of the holders of
at least 65% of the total voting power of our shareholders; |
• |
our amended and restates Articles of Association do not permit a director to be
removed except by a vote of the holders of at least 65% of the total voting power of our shareholders and any amendment to such provision
shall require the approval of at least 65% of the total voting power of our shareholders; and |
• |
our amended and restates Articles of Association provide that director vacancies
may be filled by our board of directors. |
• |
Any business, technology, product or solution that we acquire or invest in could under-perform relative to our expectations and the
price that we paid or not perform in accordance with our anticipated timetable, or we could fail to operate any such business or deploy
any such technology, product or solution profitably. |
• |
We may incur or assume significant debt in connection with our acquisitions and other strategic transactions and relationships, which
could also cause a deterioration of our credit ratings, result in increased borrowing costs and interest expense and diminish our future
access to the capital markets. |
• |
Acquisitions and other strategic transactions and relationships could cause our financial results to differ from our own or the investment
community’s expectations in any given period, or over the long-term. |
• |
Pre-closing and post-closing earnings charges could adversely impact operating results in any given period, and the impact may
be substantially different from period to period. |
• |
Acquisitions and other strategic transactions and relationships could create demands on our management, operational resources and
financial and internal control systems that we are unable to effectively address. |
• |
We could experience difficulty in integrating personnel, operations and financial and other controls and systems and retaining key
employees and customers. |
• |
We may be unable to achieve cost savings or other synergies anticipated in connection with an acquisition or other strategic transaction
or relationship. |
• |
We may assume unknown liabilities, known contingent liabilities that become realized, known liabilities that prove greater than anticipated,
internal control deficiencies or exposure to regulatory sanctions resulting from the acquired company’s or investee’s activities
and the realization of any of these liabilities or deficiencies may increase our expenses, adversely affect our financial position and/or
cause us to fail to meet our public financial reporting obligations. |
• |
In connection with acquisitions and other strategic transactions and relationships, we often enter into post-closing financial arrangements
such as purchase price adjustments, earn-out obligations and indemnification obligations, which may have unpredictable financial
results. |
• |
As a result of our acquisitions, we have recorded significant goodwill and other assets on our balance sheet and if we are not able
to realize the value of these assets, or if the fair value of our investments declines, we may be required to incur impairment charges.
|
• |
We may have interests that diverge from those of our strategic partners and we may not be able to direct the management and operations
of the strategic relationship in the manner we believe is most appropriate, exposing us to additional risk. |
A. |
History and Development of the Company |
B. |
Business Overview |
• |
gain visibility into the usage of the software applications stack to better understand resource allocation; |
• |
create streamlined digital experiences that meet business goals for the organization; |
• |
have the ability to measure return on investment in technology spend; and |
• |
track software usage to gain insight into tangible business impact created by manager-led departments. |
• |
intuitive and improving user experiences with technology; |
• |
simplified learning curves for gaining proficiency on a new application, increasing efficiency and solving the problem of under-utilization
of software; |
• |
reduced breadth and variety of applications that they are required to engage with and continuously learn; and |
• |
more frequent engagement with the business process, not just the software, which leads to increased retention. |
• |
For
CIOs and Business Leaders, our platform provides unified visibility, data and actionable insights across the organization’s
software stack, to improve key business processes and drive employees and customers to action. Our data-driven insights offer strategic
perspective and provide a competitive advantage to CIOs. |
• |
A leading food and beverage company uses our Digital Adoption Platform to gain visibility
into user behavior across applications and focus resources to target employees at the point in their journey that they need help. By automating
common workflow processes and providing targeted support for others, they are realizing improved task completion rates of nearly two times
prior levels, in some cases. Importantly, user satisfaction has increased and productivity gains have given employees more time to focus
on higher value initiatives. |
• |
For Employees, our platform provides a contextual and unified experience that can be seamlessly
delivered across any application (third party, proprietary, mobile or desktop) to provide personalized process workflow guidance and automation.
|
• |
A global pharmacy store chain utilized our technology to drive digital adoption across multiple
apps that are relied upon by more than 220,000 employees globally, resulting in an average reduction of 50% in support tickets. During
the pandemic, a key driver of WalkMe’s success was its role in standing up new technology with as little friction as possible.
|
• |
A leading biotechnology company uses WalkMe across over 45 applications in over 11 languages
to empower its workforce to be successful while continuing to deliver on its promises to employees and customers. WalkMe is used as a
strategy for adoption of existing apps as well as a method of deploying new pieces of software. With WalkMe, they rolled out an enterprise
wide HCM to 90,000+ employees with no formal training methods and user satisfaction ranking at 98% in some cases. |
• |
For Customers, our platform can be deployed on any customer facing website or application
to power self-service onboarding, feature engagement, support and more. |
• |
One of the world’s largest technology and consulting companies uses WalkMe to support
onboarding, mitigate support tickets, and increase success of their customers on over 20 B2B offerings. They’ve seen 6x increase
in product adoption, 4x higher conversion rate, 80% revenue growth of digital offerings, and a 300% improvement in product usage consumption,
and user retention. |
• |
Provides Insights to Help CIOs and Business Leaders Drive Business Outcomes Horizontally Across the
Organization. CIOs and business leaders use our Insights capabilities, UI Intelligence technology and integration- center to gain
visibility into the enterprise technology stack, including software usage and user experiences across business processes. This analytics
suite delivers metrics horizontally across departmental managers, which include tactical information such as how employees and customers
engage with applications (e.g., number of active users and application and feature utilization) as well as higher level, strategic information
targeted to CIOs (e.g., enterprise wide technology utilization and process adoption). Our analytics can be leveraged to manage, measure
and prioritize digital projects, change user behaviors, and increase digital adoption, which drives business outcomes that align with
the strategic goals of the entire organization. |
• |
Delivers Immediate Value. Our technology provides CIOs and business leaders with immediate
visibility into the software stack and business processes, consolidates applications for users to navigate and provides detailed guidance
on how to use them effectively. From an employee and customer perspective, time to mastery of new technologies and processes is greatly
reduced. In addition, managers do not have to rely on IT resources to facilitate deployment and integration with legacy systems, shortening
the wait for useful insights and allowing for quick decisions. Such dynamics enable enterprises to cultivate agile and productive workforces
that can rapidly adapt to changing organizational needs. By using our platform, enterprises organically understand the data-based insights
and derived solutions to their issues, saving additional learning curve costs and achieving faster and increased ROI on their software
spend. |
• |
Optimizes Software Usage and Technology Spend. We enable enterprises to make greater use of
software more efficiently. For example, many enterprises utilize their CRM tools solely as a contact database. With our Digital Adoption
Platform, organizations can create easy to use business process workflows that facilitate and encourage employees to use the CRM tools
as an interactive sales pipeline and forecasting system that provides comprehensive revenue generation benefits. Through our Digital Adoption
Platform, organizations are able to capture this additional value from new user behavior formed around the optimal product adoption, by
leveraging pre-built best practice templates and solution. |
• |
Increases Employee Productivity and Reduces Support Costs. By engaging employees across software
applications, employees are able to use more easily the software applications that the enterprise has deployed. This leads to improved
productivity, increased data accuracy, reduced support costs and increased employee engagement. Based on the TEI Study, employees observe
a 60% reduction in training time on applications and savings of 50% from reduced IT support calls and Help Desk tickets. With WalkMe,
employees are able to realize the full capabilities of different applications without friction, driving better performance in their jobs
and improving business outcomes for the organization. |
• |
Improves Customer Engagement. Our Digital Adoption Platform improves customer engagement and
retention by simplifying the end user experience. According to the TEI Study, our Digital Adoption Platform resulted in an approximate
increase of 35% in customer retention and 10% growth in upsell opportunities from existing customers over three years. |
• |
Smart Walk-Thrus. Smart Walk-Thrus are intelligent and context aware, step-by-step instructions
delivered to users in real-time as dynamic, in-app experiences that adjust guidance based on user roles and actions, app navigation
orientation, workflow process stage and custom defined conditions. Walk-Thrus simplify the user experience by providing on-screen guidance
and automation, helping ensure proper task completion. Examples include guiding employees on how to add a lead or account to a CRM, or
helping consumers complete a purchase. Walk-Thrus can also branch into other Walk-Thrus based on contextual rules. They can scroll down
pages to a hidden component, commute users in and out of systems (including third-party data sources) and even perform active tasks, such
as validating and submitting forms. |
• |
Flow Steps. Flow Steps function to alter the sequence of the Smart Walk-Thru; for example,
they can split the Smart Walk-Thru into different paths, wait for a certain condition before continuing, or handle errors. |
• |
SmartTips. SmartTips are functional tool tips used for guidance and validation. SmartTips
can add remarks that address certain processes that are prone to user error, especially in complicated or vague forms. SmartTips can provide
information on what is on the page or in an input field and provide real-time feedback on data before form submission. |
• |
ShoutOuts. ShoutOuts are notifications that display announcements and encourage interaction.
ShoutOuts can be represented by an action button that will launch another WalkMe item. For example, in a CRM setting, ShoutOuts can be
used to inform users that the website will be going down for maintenance, or remind employees to log activity. |
• |
Onboarding. Onboarding is a to-do list for users. Onboarding Tasks enable users
to see their progress as they move through the Tasks, gamifying the experience and pushing them to complete more tasks and engage with
WalkMe. Onboarding can be used to train new hires on a series of tasks, or to help inform users of widespread changes in an application
or on a website. |
• |
TeachMe. WalkMe’s Micro-LMS suite, TeachMe, allows users to package their
WalkMe experiences into learning modules and complete courses. Learning is available to them in the application when it is most relevant
to them. Courses will appear in a tab on the left hand side of the screen that can be minimized or maximized. Courses in TeachMe are made
using Walk-Thrus, Resource, Articles, Videos and more. |
• |
Workstation. Workstation connects employees through a single interface to the applications
within an enterprise and simplifies task completion, enterprise search, communication, a natural language conversational interface and
automation. |
• |
WalkMe Mobile. WalkMe Mobile is a native mobile platform for iOS and Android applications
that adds the WalkMe capabilities to mobile apps. |
• |
No-code editor. Our no-code editor is our main authoring tool through which
WalkMe customers can create, design and manage content without writing new software code. With key functionalities such as segmentation,
conditional logic and branching, our customers can create seamless user experiences that drive users to success. |
• |
Solution Accelerators. We have built several platform-specific solution templates based on
the implementations gathered by WalkMe across the most commonly used applications. These Solution Accelerators drive best practices, reduce
customer maintenance efforts and costs and enable faster implementation and time-to-value for frequently used actions such as
changing password or updating an address. |
• |
Automated Steps. An Automation process is an automated Smart Walk-Thru that can run simultaneously
while a visual Smart Walk-Thru (including balloon steps) is also running. For example, an automated process can copy and paste text from
one application and into another and close the process without undermining data integrity.
|
• |
ActionBot. Our ActionBot is a natural language chatbot interface that allows users to
perform entire tasks from a central conversational interface, meaning the user is not required to search, operate and navigate sophisticated
enterprise management systems, fill in complex forms or struggle through convoluted flows between disconnected platforms. The ActionBot
automation can be performed on top of the UI or by utilizing APIs.
|
• |
Shield. WalkMe Shield is an automated testing solution which ensures that the end users’
experience is always up-to-date. Shield records both the WalkMe and user experience to ensure flows are up-to-date with
every website change, browser update and platform version release. |
• |
Visibility into Software Application Utilization. Provides insight into all applications deployed
across an organization, including KPI setting, usage trends, cross-application user journeys, and workflow processes. |
• |
Real-time Assessment of User Productivity. Provides granular data to identify opportunities
to optimize user and business productivity and eliminate the friction from adopting new technologies. |
• |
Innovative Suite of Digital Experience Analytics. Measures user engagement and usage across
the underlying application by capturing every interaction users have with HTML elements on a website to create rich user event data that
can be leveraged for analytics. |
• |
Powerful User Journey Insights through Session Stream and Session Playback. Session Stream
delivers analytics for understanding user journeys and experiences by displaying the exact sequence of user actions and events in a single
session. Session Playback pairs with Session Stream to provide a video-like re-creation of a user’s actual experience.
|
• |
Unique Business Process Analytics through Funnels. Analyze linear business processes to understand
user challenges, path to completion, conversion and logical cohort segmentation. In addition, Funnels provides ability to drill into detailed
user-list and session playback analysis and can be used with any WalkMe or application UI interaction. |
• |
Tracked Events Dashboard to Drive Pattern Recognition. Enables CIOs and business leaders to
view customer usage trends through Insight’s Tracked Events and better understand patterns to track what works and what does not.
Tracked Events Dashboard can be customized with a set of selected tracked events and can be shown at a user or account level. |
• |
Custom Reports. In cases where customers are interested in datasets that are not available
throughout our dashboards, a custom report can be created and added to the WalkMe Insights dashboard. Custom reports can aggregate data
from multiple applications in one place and are flexible to be downloaded, sent periodically via email or integrated with external applications,
such as BI and Analytics software. |
Consumer & Retail |
|
Technology |
|
Financial Services |
|
Energy, Industrial, & Transportation |
Circle K
L’Oreal
Nestle
Southern Glazers
Ulta |
|
LinkedIn
Red Hat
Sprinklr
Unity Technologies |
|
Bank of the West
Citigroup
E*trade
Goldman Sachs
IGM Financial Services
Nasdaq
Paychex
Sun Life Financial
Zurich Insurance Group |
|
American Airlines
BMW
Chevron
Orica
Schneider Electric
Veolia |
Healthcare & Life Science |
|
Education & Non Profit |
|
Communications |
AstraZeneca
Christus Health
Geisinger
Modernizing Medicine
Parexel
Quest Diagnostics
Syneos Health
Team Health |
|
Kaplan
Make a Wish Foundation
McGraw Hill
Stanford University School of
Medicine
University of Miami
University of Virginia |
|
British Telecommunications PLC
Cisco
LogMeIn
Lumen Technologies |
• |
one application or department, after which our sales force focuses on expanding into other applications or departments, or
|
• |
an enterprise-wide deployment where WalkMe is used across departments, applications and use cases. |
• |
CIO or VP IT who is focused on digital transformation to business efficiency, workforce agility and an overall return on software
investment; |
• |
VP of sales, whose priorities include sales productivity and forecast accuracy; |
• |
Head of Human Resources who aims to improve the digital experience of employees, especially in a remote work environment; |
• |
Head of Product who is trying to improve revenue and customer retention across an application or platform; and |
• |
Head of Contact Center who is looking to reduce support overhead and improve productivity of support teams. |
• |
Non-adoption from enterprises maintaining the status quo of offline, internally developed, or non-dynamic, FAQ-centric application
guidance and workflow support; |
• |
Point solutions embedded natively or as an add-on to
software provided by diversified enterprise software companies such as SAP, Oracle, Microsoft, Salesforce; and |
• |
Providers of software for specific in-app guidance or analytics use cases for SaaS applications, which lack holistic platform
solutions and extensibility across applications. |
• |
Breadth of applications and technology integrations supported; |
• |
Support for cross-application guidance, automation and analytics; |
• |
Expertise in third-party application implementations; |
• |
Integration of robust analytics and visualization capabilities: in addition to analytics across WalkMe usage, our Digital Experience
Analytics provides usage analytics across the underlying, third-party platforms; |
• |
Cross-platform support for workflows including mobile native applications (iOS and Android) and desktop (Windows and macOS);
|
• |
Ease of implementation and use; |
• |
Performance, security, scalability and reliability; |
• |
Quality of customer support; |
• |
Total cost of ownership; and |
• |
Brand recognition and reputation. |
C. |
Organizational Structure |
D. |
Property, Plants and Equipment |
|
As of December 31, |
|||||||
|
2020 |
2021 |
||||||
Annualized Recurring
Revenue (millions) |
$ |
164.3 |
$ |
219.6 |
|
As of December 31, |
|||||||
|
2020 |
2021 |
||||||
$100,000+ Customers
|
347 |
454 |
|
As of December 31, |
|||||||
|
2020 |
2021 |
||||||
Dollar-Based Net Retention
Rate (all customers) |
112 |
% |
115 |
% | ||||
Dollar Based Net Retention
Rate (customers having 500 or more employees) |
120 |
% |
121 |
% |
|
As of December 31, |
|||||||
|
2020 |
2021 |
||||||
Remaining Performance
Obligations (millions) |
$ |
205.1 |
$ |
316.2 |
|
Year Ended December 31, |
|||||||
|
2020 |
2021
|
||||||
Net Cash Used in Operating
Activities (millions) |
$ |
(8.7 |
) |
$ |
(34.2 |
) | ||
Free Cash Flow (millions)
|
$ |
(11.0 |
) |
$ |
(40.8 |
) |
|
Year Ended December 31, |
|||||||
|
2020 |
2021 |
||||||
Operating Loss (millions) |
$ |
(43.2 |
) |
$ |
(77.8 |
) | ||
Non-GAAP Operating Loss (millions) |
$ |
(29.1 |
) |
$ |
(50.2 |
) |
|
Year ended December 31, |
|||||||
|
2020 |
2021 |
||||||
|
(in thousands) |
|||||||
Revenue |
$ |
148,306 |
$ |
193,303 |
||||
Cost of revenue |
39,158 |
46,657 |
||||||
Gross profit |
109,148 |
146,646 |
||||||
Operating expenses: |
||||||||
Research and development |
31,560 |
48,160 |
||||||
Sales and marketing |
87,208 |
127,719 |
||||||
General and administrative |
33,541 |
48,557 |
||||||
Total operating expenses |
152,309 |
224,436 |
||||||
Operating loss |
(43,161 |
) |
(77,790 |
) | ||||
Financial income, net |
(156 |
) |
(9 |
) | ||||
Loss before income taxes |
(43,317 |
) |
(77,799 |
) | ||||
Income taxes |
(1,708 |
) |
(2,494 |
) | ||||
Net loss |
$ |
(45,025 |
) |
$ |
(80,293 |
) |
|
Year ended December 31, |
|||||||
|
2020 |
2021 |
||||||
|
(as a % of revenue) |
|||||||
Revenue |
100 |
% |
100 |
% | ||||
Cost of revenue |
26 |
24 |
||||||
Gross profit |
74 |
76 |
||||||
Operating expenses: |
||||||||
Research and development |
21 |
25 |
||||||
Sales and marketing |
59 |
66 |
||||||
General and administrative |
23 |
25 |
||||||
Total operating expenses |
103 |
116 |
||||||
Operating loss |
(29 |
) |
(40 |
) | ||||
Financial income, net |
* |
* |
||||||
Loss before income taxes |
(29 |
) |
(40 |
) | ||||
Income taxes |
(1 |
) |
(1 |
) | ||||
Net loss |
(30 |
)% |
(41 |
)% |
|
Year Ended December 31, |
Period-over-Period Change |
||||||||||||||
|
2020 |
2021 |
Dollar |
Percentage |
||||||||||||
|
(in thousands, except percentages) |
|||||||||||||||
Subscription revenues |
$ |
130,303 |
$ |
175,328 |
$ |
45,025 |
35 |
% | ||||||||
Professional services revenues |
18,003 |
17,975 |
(28 |
) |
* |
|||||||||||
Total revenue |
$ |
148,306 |
$ |
193,303 |
$ |
44,997 |
30 |
% |
|
Year Ended December 31, |
|||||||
|
2020 |
2021 |
||||||
Subscription revenues |
88 |
% |
91 |
% | ||||
Professional services revenues |
12 |
9 |
||||||
Total revenue |
100 |
% |
100 |
% |
|
Year Ended December 31, |
Period-over-Period Change |
||||||||||||||
|
2020 |
2021 |
Dollar |
Percentage |
||||||||||||
|
(in thousands, except percentages) |
|||||||||||||||
Cost of revenues: |
||||||||||||||||
Cost of subscription revenues |
$ |
19,141 |
$ |
24,025 |
$ |
4,884 |
26 |
% | ||||||||
Cost of professional services revenues |
20,017 |
22,632 |
2,615 |
13 |
% | |||||||||||
Total cost of revenues |
$ |
39,158 |
$ |
46,657 |
$ |
7,499 |
19 |
% | ||||||||
Gross margin: |
||||||||||||||||
Subscription |
85 |
% |
86 |
% |
||||||||||||
Professional services |
(11 |
) |
(26 |
) |
||||||||||||
Total gross margin |
74 |
% |
76 |
% |
|
Year Ended December 31, |
Period-over-Period Change |
||||||||||||||
|
2020 |
2021 |
Dollar |
Percentage |
||||||||||||
|
(in thousands, except percentages) |
|||||||||||||||
Research and development |
$ |
31,560 |
$ |
48,160 |
$ |
16,600 |
53 |
% |
|
Year Ended December 31, |
Period-over-Period Change |
||||||||||||||
|
2020 |
2021 |
Dollar |
Percentage |
||||||||||||
|
(in thousands, except percentages) |
|||||||||||||||
Sales and marketing |
$ |
87,208 |
$ |
127,719 |
$ |
40,511 |
46 |
% |
|
Year Ended December 31, |
Period-over-Period Change |
||||||||||||||
|
2020 |
2021 |
Dollar |
Percentage |
||||||||||||
|
(in thousands, except percentages) |
|||||||||||||||
General and administrative |
$ |
33,541 |
$ |
48,557 |
$ |
15,016 |
45 |
% |
|
Year Ended December 31, |
Period-over-Period Change |
||||||||||||||
|
2020 |
2021 |
Dollar |
Percentage |
||||||||||||
|
(in thousands, except percentages) |
|||||||||||||||
Financial income (expense), net |
$ |
(156 |
) |
$ |
(9 |
) |
$ |
147 |
(94 |
)% |
|
Year Ended December 31, |
Period-over-Period Change |
||||||||||||||
|
2020 |
2021 |
Dollar |
Percentage |
||||||||||||
|
(in thousands, except percentages) |
|||||||||||||||
Income tax expenses |
$ |
1,708 |
$ |
2,494 |
$ |
786 |
46 |
% |
|
Year Ended December 31, |
|||||||
|
2020 |
2021 |
||||||
(in thousands) |
||||||||
Net cash used in operating activities |
$ |
(8,653 |
) |
$ |
(34,225 |
) | ||
Net cash used in investing activities |
(45,729 |
) |
(27,523 |
) | ||||
Net cash provided by financing activities |
41,614 |
276,789 |
||||||
Effect of foreign currency exchange rate changes on cash, cash equivalents,
and restricted cash |
248 |
(685 |
) | |||||
Net increase (decrease) in cash, cash equivalents and restricted
cash |
(12,520 |
) |
214,356 |
|||||
Cash, cash equivalents and restricted cash at beginning of year
|
75,415 |
62,895 |
||||||
Cash, cash equivalents and restricted cash at end of the year
|
$ |
62,895 |
$ |
277,251 |
|
Less than 1 year |
1 to 3 years |
3 to 5 years |
Total |
||||||||||||
|
(in thousands) |
|||||||||||||||
Operating lease obligations |
$ |
5,621 |
$ |
8,212 |
$ |
102 |
$ |
13,935 |
||||||||
Purchase obligations, including hosting services |
12,931 |
13,146 |
154 |
26,231 |
||||||||||||
Total |
$ |
18,552 |
$ |
21,358 |
$ |
256 |
$ |
40,166 |
• |
identify the contract with a customer; |
• |
identify the performance obligations in the contract; |
• |
determine the transaction price; |
• |
allocate the transaction price to the performance obligations in the contract; and |
• |
recognize revenue when or as, we satisfy a performance obligation. |
• |
Fair Value of Ordinary Shares. For the period in which our ordinary shares were not publicly traded, we estimated the fair value
of our ordinary shares based on contemporaneous valuations and other factors deemed relevant by management. |
• |
Expected Term. The expected term of the share options reflects the period for which we believe the option will remain outstanding.
To determine the expected term, we generally apply the simplified method approach. The simplified method deems the term to be the average
of the time-to-vesting and the contractual life of the options. |
• |
Expected Volatility. As we do not have sufficient trading history for our ordinary shares, the selected volatility used is representative
of expected future volatility. We base expected future volatility on the historical and implied volatility of comparable publicly traded
companies over a similar expected term. |
• |
Expected Dividend Yield. We have never declared or paid any cash dividends and do not presently intend to pay cash dividends in the
foreseeable future. As a result, we used an expected dividend yield of zero. |
• |
Risk-Free Interest Rates. We use the U.S. Treasury yield for our risk-free interest rate that corresponds with the expected term.
|
|
Year Ended December 31, |
|||||||
|
2020 |
2021 |
||||||
Expected dividend yield |
— |
— |
||||||
Expected volatility |
60 |
% |
41-60 |
% | ||||
Expected term (years) |
6.08 |
0.57-6.55 |
||||||
Risk-free interest rate |
0.28-1.45 |
% |
0.06-1.06 |
% |
• |
Contemporaneous valuations performed at periodic intervals by unrelated third-party specialists; |
• |
The liquidation preferences, rights, preferences and privileges of our protected shares relative to our ordinary shares; |
• |
Our actual operating and financial performance; |
• |
The price of ordinary shares sold to third-party investors in secondary transactions in arm’s-length transactions;
|
• |
Current business conditions and projections; |
• |
Our stage of development; |
• |
The likelihood and timing of achieving a liquidity event for the ordinary shares underlying the share options, such as a sale of
our Company, given prevailing market conditions; |
• |
Any adjustment necessary to recognize a lack of marketability of the ordinary shares underlying the granted options; and |
• |
The market performance of comparable publicly traded companies. |
A. |
Directors and Senior Management |
Name |
|
Age |
|
Position |
Executive Officers |
|
|||
Dan Adika |
|
36 |
|
Chief Executive Officer and Chairperson |
Rafael Sweary |
|
50 |
|
President and Director |
Andrew Casey |
|
52 |
|
Chief Financial Officer |
Non-Employee Directors |
|
|||
Haleli Barath |
|
47 |
|
Director |
Michele Bettencourt (1)
|
|
61 |
|
Director |
Menashe Ezra (3)
|
|
69 |
|
Director |
Ron Gutler (1)
(2) (3) |
|
64 |
|
Director |
Jeff Horing (3)
|
|
57 |
|
Director |
Rory O’Driscoll (2)
|
|
57 |
|
Director |
Michael Risman (3)
|
|
53 |
|
Director |
Roy Saar (1)
(2) |
|
51 |
|
Director |
(1) |
Member of the audit committee |
(2) |
Member of the compensation committee |
(3) |
Member of the nominating, governance and sustainability committee |
Board Diversity Matrix
| ||||
Country of Principal Executive Offices: |
Israel | |||
Foreign Private Issuer |
Yes | |||
Disclosure Prohibited under Home Country Law |
No | |||
Total Number of Directors |
10 | |||
Female |
Male |
Non-
Binary/Transgender
|
Did Not Disclose Gender | |
Part I: Gender Identity |
| |||
Directors |
1 |
6 |
1 |
2 |
Part II: Demographic Background |
| |||
Underrepresented Individual in Home Country Jurisdiction
|
1 | |||
LGBTQ+ |
1 | |||
Did Not Disclose Demographic Background |
5 |
B. |
Compensation |
• |
at least a majority of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest
in such matter, present and voting at such meeting, are voted in favor of the compensation package, excluding abstentions; or
|
• |
the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such matter voting
against the compensation package does not exceed two percent (2%) of the aggregate voting rights in the Company. |
• |
Mr. Dan Adika, Chief Executive Officer and Chairperson of the Board. Compensation expenses recorded in 2021 of $0.4 million in salary
expenses and $0.1 million in social benefits costs.
|
• |
Mr. Rafael Sweary, President and Director. Compensation expenses recorded in 2021 of $0.4 million in salary expenses and $0.1 million
in social benefits costs.
|
• |
Mr. Andrew Casey, Chief Financial Officer. Compensation expenses recorded in 2021 of $0.4 million in salary expenses and $0.1 million
in social benefits costs.
|
• |
Mr. Shane Orlick, former Chief Revenue Officer. Compensation expenses recorded in 2021 of $0.3 million in salary expenses and $0.1
million in social benefits costs. |
• |
Mr. Ofer Karp, EVP Engineering. Compensation expenses recorded in 2021 of $0.3 million in salary expenses and $0.1 million in social
benefits costs. |
• |
1% of the outstanding ordinary shares as of the last day of the immediately preceding fiscal year, determined on a fully diluted
basis; or |
• |
such other amount as our board of directors may determine. |
a. |
providing for either (i) termination of any outstanding right in exchange for an amount of cash, or (ii) the replacement of such
outstanding right with other rights or property; |
b. |
providing that the outstanding rights under the ESPP shall be assumed by the successor or survivor corporation, with appropriate
adjustments as to the number and kind of shares and prices; |
c. |
making adjustments in the number and type of shares (or other securities or property) subject to outstanding rights under the ESPP
and/or in the terms and conditions of outstanding rights and rights that may be granted in the future; |
d. |
providing that participants’ accumulated payroll deductions may be used to purchase shares prior to the next occurring purchase
date on such date as the administrator determines and the participants’ rights under the ongoing offering period(s) shall be terminated;
and |
e. |
providing that all outstanding rights shall terminate without being exercised. |
C. |
Board Practices |
• |
the Class I directors will be Roy Saar, Michael Risman, Menashe Ezra and Dan Adika, and their terms will expire at our annual
general meeting of our shareholders to be held in 2022; |
• |
the Class II directors, will be Michele Bettencourt, Rafael Sweary and Rory O’Driscoll, and their terms will expire at
our annual general meeting of our shareholders to be held in 2023; and |
• |
the Class III directors will be Jeff Horing, Ron Gutler and Haleli Barath, and their terms will expire at our annual general
meeting of our shareholders to be held in 2024. |
• |
at least a majority of the shares of non-controlling shareholders and shareholders that do not have a personal interest
in the approval voted at the meeting are voted in favor (disregarding abstentions); or |
• |
the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such
appointment that re voted against such appointment does not exceed two percent (2%) of the aggregate voting rights in the company.
|
• |
Dan Adika was appointed by a majority vote based on the number of shares held by Mr. Eyal Cohen, Brooks S.M. Projects Ltd. and
Mr. Dan Adika; |
• |
Haleli Barath was appointed by resolution of our board of directors; |
• |
Michele Bettencourt was appointed by resolution of our board of directors; |
• |
Menashe Ezra was appointed by Gemini Israel V, L.P. and Gemini Partners Investors V, L.P; |
• |
Ron Gutler was appointed by unanimous consent of our board of directors; |
• |
Jeff Horing was appointed by Insight Venture Partners IX, L.P., Insight Venture Partners (Cayman) IX, L.P., Insight Venture Partners
IX (Co-Investors), L.P. and Insight Venture Partners (Delaware) IX, L.P.; |
• |
Rory O’Driscoll was appointed by Scale Venture Partners IV, L.P.; |
• |
Michael Risman was appointed by Vitruvian Directors I Limited on behalf of Ambleside S.a.r.l; |
• |
Roy Saar was appointed by Mangrove III Investments S.a.r.l.; and |
• |
Rafael Sweary was appointed by a majority vote based on the number of shares held by Mr. Eyal Cohen, Brooks S.M. Projects Ltd.
and Mr. Dan Adika. |
• |
retaining and terminating our independent auditors, subject to ratification by our board of directors, and in the case of retention,
to ratification by the shareholders; |
• |
pre-approving audit and non-audit services to be provided by the independent auditors and related fees and terms;
|
• |
overseeing the accounting and financial reporting processes of our Company and audits of our financial statements, the effectiveness
of our internal control over financial reporting and making such reports as may be required of an audit committee under the rules and
regulations promulgated under the Exchange Act; |
• |
reviewing with management and our independent auditor our annual and quarterly financial statements prior to publication or filing
(or submission, as the case may be) to the SEC; |
• |
recommending to our board of directors the retention and termination of the internal auditor, and the internal auditor’s engagement
fees and terms, in accordance with the Companies Law as well as approving the yearly or periodic work plan proposed by the internal auditor;
|
• |
reviewing policies and procedures with respect to transactions (other than transactions related to the compensation or terms of services)
between us and our officers and directors, or affiliates of our officers or directors, or transactions that are not in the ordinary course
of our business and deciding whether to approve such acts and transactions if so required under the Companies Law; and |
• |
establishing procedures for the handling of employees’ complaints as to the management of our business and the protection
to be provided to such employees. |
• |
making recommendations to our board of directors with respect to the approval of the compensation policy for office holders and,
once every three years, regarding any extensions to a compensation policy that was adopted for a period of more than three years;
|
• |
reviewing the implementation of the compensation policy and periodically making recommendations to our board of directors with respect
to any amendments or updates of the compensation policy; |
• |
resolving whether or not to approve arrangements with respect to the terms of office and employment of office holders; and
|
• |
exempting, under certain circumstances, a transaction with our Chief Executive Officer from the approval of our shareholders.
|
• |
recommending to our board of directors for its approval a compensation policy in accordance
with the requirements of the Companies Law as well as other compensation policies, incentive-based compensation plans and equity-based
compensation plans, and overseeing the development and implementation of such policies and recommending to our board of directors any
amendments or modifications the committee deems appropriate, including as required under the Companies Law; |
• |
reviewing and approving the granting of options and other incentive awards to our Chief
Executive Officer and other executive officers, including reviewing and approving corporate goals and objectives relevant to the compensation
of our Chief Executive Officer and other executive officers, including evaluating their performance in light of such goals and objectives;
|
• |
Reviewing and making recommendations to the Board regarding director compensation. |
• |
approving and exempting certain transactions regarding office holders’ compensation pursuant to the Companies Law; and
|
• |
administering our equity-based compensation plans, including without limitation, approving the adoption of such plans, amending and
interpreting such plans and the awards and agreements issued pursuant thereto, and making awards to eligible persons under the plans and
determining the terms of such awards. |
• |
such majority includes at least a majority of the shares held by shareholders who are not controlling shareholders and shareholders
who do not have a personal interest in such compensation policy; or |
• |
the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in the
compensation policy and who vote against the policy does not exceed two percent (2%) of the aggregate voting rights in the Company.
|
• |
the education, skills, experience, expertise and accomplishments of the relevant office holder; |
• |
the office holder’s position and responsibilities; |
• |
prior compensation agreements with the office holder; |
• |
the ratio between the cost of the terms of employment of an office holder and the cost of the employment of other employees of the
company, including employees employed through contractors who provide services to the company, in particular the ratio between such cost
to the average and median salary of such employees of the company, as well as the impact of disparities between them on the work relationships
in the company; |
• |
if the terms of employment include variable components — the possibility of reducing variable components at the discretion
of the board of directors and the possibility of setting a limit on the value of non-cash variable equity-based components;
and |
• |
if the terms of employment include severance compensation — the term of employment or office of the office holder, the terms
of the office holder’s compensation during such period, the company’s performance during such period, the office holder’s
individual contribution to the achievement of the company goals and the maximization of its profits and the circumstances under which
he or she is leaving the company. |
• |
with regards to variable components: |
• |
with the exception of office holders who report to the chief executive officer, a means of determining the variable components on
the basis of long-term performance and measurable criteria; provided that the company may determine that an immaterial part of the variable
components of the compensation package of an office holder shall be awarded based on non-measurable criteria, or if such amount
is not higher than three months’ salary per annum, taking into account such office holder’s contribution to the company; and
|
• |
the ratio between variable and fixed components, as well as the limit of the values of variable components at the time of their payment,
or in the case of equity-based compensation, at the time of grant; |
• |
a condition under which the office holder will return to the company, according to conditions to be set forth in the compensation
policy, any amounts paid as part of the office holder’s terms of employment, if such amounts were paid based on information later
to be discovered to be wrong, and such information was restated in the company’s financial statements; |
• |
the minimum holding or vesting period of variable equity-based components to be set in the terms of office or employment, as applicable,
while taking into consideration long-term incentives; and |
• |
a limit to retirement grants. |
• |
overseeing and assisting our board in reviewing and recommending nominees for election as directors; |
• |
overseeing the assessment of the performance of the members of our board; |
• |
establishing and maintaining effective corporate governance policies and practices, including, but not limited to, developing and
recommending to our board a set of corporate governance guidelines applicable to our business; and. |
• |
overseeing our policies, programs and strategies related to environmental, social and governance matters (ESG) |
• |
information on the business advisability of a given action brought for his, her or its approval or performed by virtue of his, her
or its position; and |
• |
all other important information pertaining to such action. |
• |
refrain from any act involving a conflict of interest between the performance of his, her or its duties in the company and his, her
or its other duties or personal affairs; |
• |
refrain from any activity that is competitive with the business of the company; |
• |
refrain from exploiting any business opportunity of the company for the purpose of gaining a personal advantage for himself, herself
or itself or others; and
|
• |
disclose to the company any information or documents relating to the company’s affairs which the office holder received as
a result of his, her or its position as an office holder. |
• |
an amendment to the company’s articles of association; |
• |
an increase of the company’s authorized share capital; |
• |
a merger; or |
• |
interested party transactions that require shareholder approval. |
• |
a financial liability imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s
award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance,
then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s
activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors
as reasonable under the circumstances, and such undertaking shall detail the abovementioned events and amount or criteria; |
• |
reasonable litigation expenses, including legal fees, incurred by the office holder (1) as a result of an investigation or proceeding
instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that
(i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial
liability, such as a criminal penalty, was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation
or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal
intent; and (2) in connection with a monetary sanction; |
• |
reasonable litigation expenses, including legal fees, incurred by the office holder or imposed by a court in proceedings instituted
against him or her by the company, on its behalf or by a third-party or in connection with criminal proceedings in which the
office holder was acquitted or as a result of a conviction for an offense that does not require proof of criminal intent; and |
• |
expenses, including reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative
proceeding instituted against such office holder, or certain compensation payments made to an injured party imposed on an office holder
by an administrative proceeding, pursuant to certain provisions of the Israeli Securities Law. |
• |
a breach of the duty of loyalty to the company, to the extent that the office holder acted in good faith and had a reasonable basis
to believe that the act would not prejudice the company; |
• |
a breach of the duty of care to the company or to a third-party, including a breach arising out of the negligent conduct
of the office holder; |
• |
a financial liability imposed on the office holder in favor of a third-party; |
• |
a financial liability imposed on the office holder in favor of a third-party harmed by a breach in an administrative proceeding;
and |
• |
expenses, including reasonable litigation expenses and legal fees, incurred by the office holder as a result of an administrative
proceeding instituted against him or her, pursuant to certain provisions of the Israeli Securities Law. |
• |
a breach of the duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe
that the act would not prejudice the company; |
• |
a breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the
office holder; |
• |
an act or omission committed with intent to derive illegal personal benefit; or |
• |
a fine, monetary sanction or forfeit levied against the office holder. |
D. |
Employees |
E. |
Share Ownership |
A. |
Major Shareholders |
Name of Beneficial Owner |
Number |
% |
||||||
Principal
Shareholders: |
||||||||
Entities Affiliated
with Insight Partners(1) |
24,253,823 |
28.9 |
||||||
Entities Affiliated
with Greenspring Associates(2) |
10,366,855 |
12.4 |
||||||
Scale Venture Partners
IV, LP(3) |
9,429,021 |
11.2 |
||||||
Entities Affiliated
with Mangrove Capital Partners(4) |
6,278,354 |
7.5 |
||||||
Entities Affiliated
with Gemini Israel Ventures(5) |
7,730,048 |
9.2 |
||||||
Entities Affiliated
with AMBLESIDE S.À R.L.(6) |
5,462,245 |
6.5 |
||||||
Executive
Officers and Directors: |
||||||||
Dan Adika(7)
|
2,774,278 |
3.2 |
||||||
Rafael Sweary(8)
|
2,586,250 |
3.0 |
||||||
Andrew Casey(9)
|
282,870 |
* |
||||||
Haleli Barath(10)
|
97,664 |
* |
||||||
Michele Bettencourt(11)
|
11,664 |
* |
||||||
Menashe Ezra(5)
|
7,730,048 |
9.2 |
||||||
Ron Gutler(12)
|
22,005 |
* |
||||||
Jeff Horing(13)
|
- |
- |
||||||
Rory O’Driscoll(3)
|
9,429,021 |
11.2 |
||||||
Michael Risman(14)
|
- |
- |
||||||
Roy Saar(15)
|
181,000 |
* |
||||||
All
directors and executive officers as a group (11 individuals) |
* |
Indicates ownership of less than 1%.
|
(1) |
Pursuant to Schedule 13G filed with the SEC on February 11, 2022, consists of (i) 14,719,862 ordinary shares
held of record by Insight Venture Partners IX, L.P., (ii) 293,822 ordinary shares held of record by Insight Venture Partners IX (Co-Investors),
L.P., (iii) 7,313,935 ordinary shares held of record by Insight Venture Partners (Cayman) IX, L.P., (iv) 1,559,564 ordinary shares held
of record by Insight Venture Partners (Delaware) IX, L.P., (v) 163,070 ordinary shares held of record by Insight Partners (Cayman) XI,
L.P., (vi) 21,747 ordinary shares held of record by Insight Partners (Delaware) XI, L.P., (vii) 20,202 ordinary shares held of record
by Insight Partners (EU) XI, S.C.Sp., (viii) 3,568 ordinary shares held of record by Insight Partners XI (Co-Investors) (B), L.P., (ix)
2,589 ordinary shares held of record by Insight Partners XI (Co-Investors), L.P., and (x) 155,464 shares held of record held by Insight
Partners XI, L.P. The general partner of Insight Venture Partners IX, L.P., Insight Venture Partners IX (Co-Investors), L.P., Insight
Venture Partners (Cayman) IX, L.P., and Insight Venture Partners (Delaware) IX, L.P. is Insight Venture Associates IX, L.P., (“IVA
IX LP”), whose general partner is Insight Venture Associates IX, Ltd., (“IVA IX Ltd”). The general partner of Insight
Partners (Cayman) XI, L.P., Insight Partners (Delaware) XI, L.P., Insight Partners XI (Co-Investors) (B), L.P., Insight Partners XI (Co-Investors),
L.P. and Insight Partners XI, L.P. is Insight Associates XI, L.P., (“IA XI LP”), whose general partner is Insight Associates
XI, Ltd. (“IA XI Ltd”). The general partner of Insight Partners (EU) XI, S.C.Sp. is Insight Associates (EU) XI, S.a.r.l.,
(“IA EU XI”). The sole shareholder of IVA IX Ltd, IA XI Ltd and IA EU XI is Insight Holdings Group, LLC. Mr. Horing, one of
the Company’s directors, is a managing director at Insight Venture Partners.
The address for these entities is c/o Insight Partners, 1114 Avenue of the Americas, 36th Floor,
New York, NY 10036. |
(2) |
Consists of (i) 5,948,813 ordinary shares held by Greenspring Opportunities III, L.P. (“GO III”),
(ii) 3,013,139 ordinary shares held by Greenspring Global Partners VI-A, L.P. (“GGP VIA”), (iii) 1,203,629
ordinary shares held by Greenspring Global Partners VI-C, L.P. (“GGP VIC”), (iv) 185,933 ordinary shares held by
Greenspring Secondaries Fund IV, L.P. (“Greenspring Secondaries IV”), (v) 6,426 ordinary shares held by Greenspring Secondaries
Fund IV-D, L.P. (“Greenspring Secondaries IV-D”) and (vi) 8,915 ordinary shares held by Greenspring
Secondaries Fund IV-K, L.P. (collectively with Greenspring Secondaries IV and Greenspring Secondaries IV-D, “Greenspring
Secondaries”). Greenspring Opportunities General Partner III, L.P. (“GO III GP”), is the general partner of GO III.
Greenspring Opportunities GP III, LLC (“GO III GP LLC”), is the general partner of GO III GP. Greenspring General Partner
VI, L.P. (“Greenspring General Partner”), is the general partner of GGP VI-A and GGP VI-C. Greenspring
GP VI, LLC. (“Greenspring GP LLC”), is the general partner of Greenspring General Partner. Greenspring Secondaries General
Partner IV, L.P. (“Secondaries GP”), is the general partner of Greenspring Secondaries. Greenspring Secondaries GP IV, LLC
(“Secondaries GP LLC”), is the general partner of Secondaries GP. Greenspring Associates, LLC (“Greenspring Associates”),
is the managing member of each of GO III GP LLC and Secondaries GP LLC. C. Ashton Newhall and James Lim own and control each of Greenspring
GP LLC and Greenspring Associates. Each of C. Ashton Newhall and James Lim may be deemed to beneficially own and have voting, investment
and dispositive power with respect to the shares held by GO III, GGP VI-A, GGP VI-C and Greenspring Secondaries. Greenspring
Associates may be deemed to beneficially own and have voting, investment and dispositive power with respect to the shares held by GO III
and Greenspring Secondaries. Each of GO III GP LLC and GO III GP may be deemed to beneficially own and have voting, investment and dispositive
power with respect to the shares held by GO III. Each of Greenspring GP LLC and Greenspring General Partner may be deemed to beneficially
own and have voting, investment and dispositive power with respect to the shares held by GGP VI-A and GGP VI-C. Each
of Secondaries GP and Secondaries GP LLC may be deemed to beneficially own and have voting, investment and dispositive power with respect
to the shares held by Greenspring Secondaries. Each of GO III GP, GO III GP LLC, Greenspring General Partner, Greenspring GP LLC, Secondaries
GP, Secondaries GP LLC, Greenspring Associates, C. Ashton Newhall and James Lim disclaims beneficial ownership of such shares, except
to the extent of its or his proportionate pecuniary interest therein, if any. The address of each of GO III, GGP VI-A, GGP VI-C, Greenspring
Secondaries, GO III GP, GO III GP LLC, Greenspring General Partner, Greenspring GP LLC, Secondaries GP, Secondaries GP LLC, Greenspring
Associates, C. Ashton Newhall, and James Lim is 100 Painters Mill Road, Suite 700, Owings Mills, Maryland 21117. |
(3) |
Pursuant to Schedule 13G/A filed with the SEC on February 7, 2022, consists of 9,429,021 ordinary shares
held of record by Scale Venture Partners IV, L.P. (“SVP IV”). The general partner of SVP IV is Scale Venture Management IV,
L.P. whose general partner is Scale Venture Management IV, LLC (“Scale IV LLC”). Rory O’Driscoll, one of our directors,
Andrew Vitus and Stacey Bishop are managers of Scale IV LLC and share voting and dispositive power with respect to the ordinary shares
held by SVP IV. The address for these entities is c/o Scale Venture Partners, 950 Tower Lane, Suite 1150, Foster City, California 94404.
|
(4) |
Pursuant to Schedule 13G filed with the SEC on January 19, 2022, consists of (i) 5,638,420 ordinary shares
held by Mangrove III Investments S.à r.l (“Mangrove III”) and (ii) 639,934 ordinary shares held by Mangrove V Investments
S.à r.l (“Mangrove V”). Mangrove III S.C.A. SICAR is the owner of 100% of the share capital of Mangrove III, and Mangrove
V (SCA), RAIF is the owner of 100% of the share capital of Mangrove V. Mangrove III Management S.A. is the liquidator of Mangrove III
S.C.A. SICAR. The members of the board of directors of Mangrove III Management S.A. are Mark Tluszcz, Hans-Jurgen Schmitz and Willibrord
Ehses. As a result of these relationships, each of Mangrove III S.C.A. SICAR, Mangrove III Management S.A. and Messrs. Tluszcz, Schmitz
and Ehses may be deemed to share voting and dispositive power with respect to the securities held by Mangrove III. Mangrove Capital Partners
S.A. is the manager of Mangrove V (SCA), RAIF. The members of the board of directors of Mangrove Capital Partners S.A. are Mark Tluszcz,
Hans-Jürgen Schmitz, Michael Rabinowicz and Gerardo Lopez Fojaca. As a result of these relationships, each of Mangrove V (SCA), RAIF,
Mangrove Capital Partners S.A. and Messrs. Tluszcz, Schmitz, Rabinowicz and Lopez Fojaca may be deemed to share voting and dispositive
power with respect to the securities held by Mangrove V. Roy Saar, one of our directors, is a partner at Mangrove Capital Partners. The
address for these entities is 31 Boulevard Joseph II, L-1840, Luxembourg. |
(5) |
Pursuant to Schedule 13G filed with the SEC on February 7, 2022, consists of (i) 7,652,748 ordinary shares
held of record by Gemini Israel V Limited Partnership (“Gemini V”) and (ii) 77,300 ordinary shares held of record by
Gemini Partners Investors V L.P. (“Gemini Partners”). Gemini Capital Associates V LP (“Gemini Associates LP”)
is the general partner of Gemini V and Gemini Capital Associates V GP, Ltd. (“Gemini Associates GP”) is the general partner
of Gemini Associates LP. Gemini Israel Funds IV Ltd. is the general partner of Gemini Partners. Yossi Sela and Menashe Ezra are the managing
partners of Gemini Associates GP, and Gemini Israel Funds IV Ltd. The address for these entities is 1 Abba Eban Avenue, Merkazim
2001, Bldg A, 3rd Floor, Herzliya Israel. |
(6) |
Pursuant to Schedule 13D/A filed with the SEC on December 17, 2021, consists of: (i) 3,404,955 ordinary
shares held or record by Ambleside S.à r.l. (“Ambleside”) and (ii) 2,057,290 ordinary shares held of record by Ambleside
Lux S.à r.l. (“Ambleside Lux”). Vitruvian III Luxembourg S.à r.l. (“Vitruvian Luxembourg”), is the sole
shareholder of Ambleside. VIP III Cortex-B S.à r.l. (“VIP III Cortex-B”) is the sole shareholder of Ambleside Lux. VIP
III Nominees Limited (“VIP Nominees”) is the nominee for and on behalf of VIP III LP, and VIP III Co-Invest LP (collectively,
the “Funds”), and sole legal shareholder of Vitruvian Luxembourg and VIP III Cortex-B. Vitruvian Partners LLP (“Vitruvian
Partners”) is the manager of the Funds and sole shareholder of VIP Nominees. Michael Risman, one of our directors, is a managing
partner of Vitruvian Partners. The address of the principal business office of VIP Nominees, VIP III LP and Vitruvian Partners is 105
Wigmore Street, London W1U 1QY, the address of the principal business office of VIP III Co-Invest LP is 12 Castle Street St Helier Jersey
JE2 3RT and the address of the principal business office of Ambleside, Ambleside Lux, Vitruvian Luxembourg and VIP III Cortex-B is 21,
rue Philippe II, L-2340 Luxembourg. |
(7) |
Includes 2,400,734 ordinary shares underlying options exercisable within 60 days of February
28, 2022.
|
(8) |
Includes (a) 1,133,305 ordinary shares held by Brooks S.M. Projects Ltd. and (b) 1,445,445 ordinary
shares underlying options exercisable within 60 days of February 28, 2022.
|
(9) |
Consists of 282,870 ordinary shares underlying options exercisable within 60 days of February 28, 2022.
|
(10) |
Includes 11,664 ordinary shares underlying options exercisable within 60 days of February 28, 2022.
|
(11) |
Consists of 11,664 ordinary shares underlying options exercisable within 60 days of February 28, 2022.
|
(12) |
Consists of 22,005 ordinary shares underlying options exercisable within 60 days of February 28, 2022.
|
(13) |
Does not include 24,253,823 ordinary shares beneficially held by entities affiliated with Insight Partners
as set forth in footnote (1) above.
|
(14) |
Does not include 5,462,245 ordinary shares beneficially held by entities affiliated with Ambleside as set
forth in footnote (6) above.
|
(15) |
Does not include 6,278,354 ordinary shares beneficially held by entities affiliated with Mangrove Capital
Partners as set forth in footnote (4) above. |
B. |
Related Party Transactions |
|
Series E-3 Preferred Shares |
Series F Preferred Shares |
||||||||||||||
Shareholder(1)
|
Shares Purchased |
Aggregate Purchase Price |
Shares Purchased |
Aggregate Purchase Price |
||||||||||||
Entities Affiliated with Insight Partners(2)
|
2,607,525 |
$34.2 million |
911,886 |
$20.0 million |
||||||||||||
Entities Affiliated with Mangrove Capital Partners(3)
|
439,934 |
$5.8 million |
— |
— |
||||||||||||
Entity Affiliated with Vitruvian Partners(4)
|
— |
— |
3,191,601 |
$70.0 million |
(1) |
Additional details regarding certain of these shareholders and their equity holdings are provided in this
Annual Report under the caption “Major Shareholders.” |
(2) |
Jeff Horing, a member of our board of directors, is a member of the board of managers of Insight Holdings
Group LLC. |
(3) |
Roy Saar, a member of our board of directors, is a partner at Mangrove Capital Partners. |
(4) |
Michael Risman, a member of our board of directors, is the managing partner of Vitruvian Partners.
|
C. |
Interests of Experts and Counsel |
A. |
Consolidated Statements and Other Financial Information |
B. |
Significant Changes |
A. |
Offer and Listing Details |
B. |
Plan of Distribution |
C. |
Markets |
D. |
Selling Shareholders |
E. |
Dilution |
F. |
Expenses of the Issue |
A. |
Share Capital |
B. |
Memorandum and Articles of Association |
C. |
Material Contracts |
• |
Form
of Indemnification Agreement entered into by and between the Registrant and each director and executive officer (Exhibit 10.5 to the Company's
Registration Statement on Form F-1 (File No. 333-256219) filed with the SEC on May 17, 2021). See Item 6, "Directors, Senior
Management and Employees" for more information about this document. |
• |
Restated
2012 Share Option Plan (Exhibit 10.1 to the Company's Registration Statement on Form F-1 (File No. 333-256219) filed with the SEC on May
17, 2021). See Item 6, "Directors, Senior Management and Employees" for more information about this document. |
• |
2021
Share Incentive Plan (Exhibit 10.2 to the Company's Registration Statement on Form F-1 (File No. 333-256219) filed with the SEC on May
17, 2021). See Item 6, "Directors,
Senior Management and Employees" for more information about this document. |
• |
2021
Employee Share Purchase Plan (Exhibit 10.3 to the Company's Registration Statement on Form F-1 (File No. 333-256219) filed with the SEC
on May 17, 2021). See Item 6, "Directors, Senior Management and Employees" for more information about this document.
|
• |
Compensation
Policy for Officers and Directors (Exhibit 10.4 to the Company's Registration Statement on Form F-1 (File No. 333-256219) filed with the
SEC on May 10, 2021). See Item 6, "Directors, Senior Management and Employees" for more information about this document.
|
• |
2021
Amended and Restated Investor’s Rights Agreement, dated as of June 6, 2021, by and among the Registrant and the parties named in
Schedule 1 thereto (Exhibit 4.2 to the Company's Registration Statement on Form F-1 (File No. 333-256219) filed with the SEC on May 17,
2021). See Item 6, "Directors, Senior Management and Employees" for more information about this document. |
D. |
Exchange Controls |
E. |
Taxation |
• |
The expenditures are approved by the relevant Israeli government ministry, determined by the field of research; |
• |
The research and development must be for the promotion of the company; and |
• |
The research and development is carried out by or on behalf of the company seeking such tax deduction. |
• |
banks, financial institutions or insurance companies; |
• |
real estate investment trusts or regulated investment companies; |
• |
dealers or brokers; |
• |
traders that elect to mark to market; |
• |
tax-exempt entities or organizations; |
• |
“individual retirement accounts” and other tax-deferred accounts; |
• |
certain former citizens or long-term residents of the United States; |
• |
persons that are resident or ordinarily resident in or have a permanent establishment in a jurisdiction outside the United States;
|
• |
persons that acquired our ordinary shares pursuant to the exercise of any employee share option or otherwise as compensation for
the performance of services; |
• |
persons holding our ordinary shares as part of a “hedging,” “integrated” or “conversion” transaction
or as a position in a “straddle” for United States federal income tax purposes; |
• |
persons subject to special tax accounting as a result of any item of gross income with respect to the ordinary shares being taken
into account in an applicable financial statement; |
• |
partnerships or other pass-through entities and persons holding the ordinary shares through partnerships or other pass-through entities;
or |
• |
holders that own directly, indirectly or through attribution 10% or more of the total voting power or value of all of our outstanding
shares. |
• |
an individual who is a citizen or resident of the United States; |
• |
a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or
under the laws of the United States or any state thereof, including the District of Columbia; |
• |
an estate the income of which is subject to United States federal income taxation regardless of its source; or |
• |
a trust if such trust has validly elected to be treated as a United States person for United States federal income tax purposes or
if (1) a court within the United States is able to exercise primary supervision over its administration and (2) one or more
United States persons have the authority to control all of the substantial decisions of such trust. |
F. |
Dividends and Paying Agents |
G. |
Statement by Experts |
H. |
Documents on Display |
I. |
Subsidiary Information |
Year ended December 31, |
||||||||
2020 |
2021 |
|||||||
(in thousands) |
||||||||
Audit Fees |
$ |
361 |
$ |
1,110 |
||||
Audit Related Fees |
- |
- |
||||||
Tax Fees |
70 | 65 | ||||||
All Other Fees |
8 |
23 |
||||||
Total |
$ |
439 |
$ |
1,198 |
Incorporation by Reference
|
||||||
Filed / |
||||||
Exhibit No. |
Description |
Form |
File No. |
Exhibit No. |
Filing Date |
Furnished |
* | ||||||
* | ||||||
F-1/A |
333-256219 |
4.1 |
6/7/2021 |
|||
F-1/A |
333-256219 |
10.5 |
6/7/2021 |
|||
F-1/A |
333-256219 |
10.1 |
5/17/2021 |
|||
F-1/A |
333-256219 |
10.2 |
5/17/2021 |
|||
F-1/A |
333-256219 |
10.3 |
5/17/2021 |
|||
F-1/A |
333-256219 |
10.4 |
5/17/2021 |
|||
F-1/A |
333-256219 |
4.2 |
6/14/2021 |
|||
* | ||||||
* | ||||||
* | ||||||
** | ||||||
** | ||||||
* | ||||||
101.INS |
Inline XBRL Instance Document - the instance document does
not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
* | ||||
101.SCH |
Inline XBRL Taxonomy Extension Schema Document. |
* | ||||
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
* | ||||
101.DEF |
Inline XBRL Taxonomy Definition Linkbase Document. |
* | ||||
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
* | ||||
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
* | ||||
104 |
Inline XBRL for the cover page of this Annual Report on Form
20-F, included in the Exhibit 101 Inline XBRL Document Set. |
* |
* |
Filed herewith. |
||||
** |
Furnished herewith. |
||||
† |
Indicates management contract or compensatory plan or arrangement.
|
WALKME LTD. |
|||
Date: March 24, 2022 |
By: |
/s/ Dan Adika |
|
Name: |
Dan Adika |
||
Title: |
Chief Executive Officer |
||
|
|||
Date: March 24, 2022 |
By: |
/s/ Andrew Casey |
|
Name: |
Andrew Casey |
||
Title: |
Chief Financial Officer |
Page
|
|
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1281)
|
F-2
|
F-3 - F-4
|
|
F-5
|
|
F-6
|
|
F-7
|
|
F-8
|
|
F-9 - F-28
|
Kost Forer Gabbay & Kasierer
144 Menachem Begin Road, Building A,
Tel-Aviv 6492102, Israel
|
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
|
December 31,
|
||||||||
2021
|
2020
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
276,889 |
$
|
62,328 | ||||
Short-term deposits
|
65,478 | 44,159 | ||||||
Trade receivables, net of allowances of $2,588 and $2,386
|
37,754 | 30,859 | ||||||
Prepaid expenses and other assets
|
28,064 | 14,595 | ||||||
Short-term restricted deposits
|
295 | 184 | ||||||
Total current assets
|
408,480 | 152,125 | ||||||
NON-CURRENT ASSETS:
|
||||||||
Other assets
|
36,412 | 19,565 | ||||||
Long-term restricted deposits
|
544 | 2,488 | ||||||
Property and equipment, net
|
10,885 | 8,629 | ||||||
Intangible assets, net
|
1,815 | - | ||||||
Goodwill
|
1,481 | 1,481 | ||||||
Total non-current assets
|
51,137 | 32,163 | ||||||
TOTAL ASSETS
|
$
|
459,617 |
$
|
184,288 |
December 31,
|
||||||||
2021
|
2020
|
|||||||
LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ EQUITY (DEFICIT)
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Trade payables
|
$
|
6,592 |
$
|
5,513 | ||||
Employees and payroll accruals
|
34,648 | 19,695 | ||||||
Accrued expenses and other liabilities
|
14,662 | 9,848 | ||||||
Deferred revenues
|
86,024 | 57,467 | ||||||
Total current liabilities
|
141,926 | 92,523 | ||||||
NON-CURRENT LIABILITIES:
|
||||||||
Deferred revenues
|
1,288 | 1,478 | ||||||
Deferred tax liabilities, net
|
4,795 | 3,101 | ||||||
Other liabilities
|
2,097 | 2,308 | ||||||
Total non-current liabilities
|
8,180 | 6,887 | ||||||
TOTAL LIABILITIES
|
150,106 | 99,410 | ||||||
COMMITMENTS AND CONTINGENT LIABILITIES (note 6)
|
||||||||
REDEEMABLE NON-CONTROLLING INTEREST
|
23,901 | 8,647 | ||||||
CONVERTIBLE PREFERRED SHARES
|
||||||||
Of no par value -
Authorized: 0 and 59,216,788 shares at December 31, 2021 and 2020 respectively; Issued and outstanding: 0 and 58,724,580 shares at December 31, 2021 and 2020, respectively
|
- | 300,490 | ||||||
SHAREHOLDERS’ EQUITY (DEFICIT):
|
||||||||
Ordinary shares of no par value -
Authorized: 900,000,000 and 89,631,512 shares at December 31, 2021 and 2020, respectively; Issued and outstanding: 83,754,006 and 13,773,000 shares at December 31, 2021 and 2020, respectively
|
- | - | ||||||
Deferred shares of no par value –
Authorized: 0 and 4,103,500 shares at December 31, 2021 and 2020, respectively; None issued and outstanding
|
- | - | ||||||
Additional paid-in capital
|
610,193 | 21,524 | ||||||
Accumulated other comprehensive income
|
455 | 131 | ||||||
Accumulated deficit
|
(325,038 |
)
|
(245,914 |
)
|
||||
Total shareholders’ equity (deficit)
|
285,610 | (224,259 |
)
|
|||||
TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ EQUITY (DEFICIT)
|
$
|
459,617
|
$
|
184,288
|
Year ended
December 31,
|
||||||||||||
2021
|
2020
|
2019
|
||||||||||
Revenues
|
||||||||||||
Subscription
|
$
|
175,328 |
$
|
130,303 |
$
|
94,769 | ||||||
Professional services
|
17,975 | 18,003 | 10,360 | |||||||||
Total revenues
|
193,303 | 148,306 | 105,129 | |||||||||
Cost of revenues
|
||||||||||||
Subscription
|
24,025 | 19,141 | 11,947 | |||||||||
Professional services
|
22,632 | 20,017 | 18,729 | |||||||||
Total cost of revenues
|
46,657 | 39,158 | 30,676 | |||||||||
Gross profit
|
146,646 | 109,148 | 74,453 | |||||||||
Research and development
|
48,160 | 31,560 | 26,639 | |||||||||
Sales and marketing
|
127,719 | 87,208 | 75,004 | |||||||||
General and administrative
|
48,557 | 33,541 | 22,095 | |||||||||
Total operating expenses
|
224,436 | 152,309 | 123,738 | |||||||||
Operating loss
|
(77,790 |
)
|
(43,161 |
)
|
(49,285 |
)
|
||||||
Financial expenses, net
|
(9 |
)
|
(156 |
)
|
474 | |||||||
Loss before income taxes
|
(77,799 |
)
|
(43,317 |
)
|
(48,811 |
)
|
||||||
Income taxes
|
(2,494 |
)
|
(1,708 |
)
|
(1,307 |
)
|
||||||
Net loss
|
(80,293 |
)
|
(45,025 |
)
|
(50,118 |
)
|
||||||
Net loss attributable to non-controlling interest
|
(1,169 |
)
|
(1,311 |
)
|
(696 |
)
|
||||||
Adjustment attributable to non-controlling interest
|
16,689 | 5,487 | 475 | |||||||||
Deemed dividend to ordinary shareholders
|
- | 4,569 | - | |||||||||
Net loss attributable to WalkMe Ltd.
|
(95,813 |
)
|
(53,770 |
)
|
(49,897 |
)
|
||||||
Net loss per share attributable to WalkMe Ltd. basic and diluted
|
$
|
(1.85 |
)
|
$
|
(4.07 |
)
|
$
|
(4.15 |
)
|
|||
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted
|
51,763,032 | 13,217,183 | 12,011,502 |
Year ended
December 31,
|
||||||||||||
2021
|
2020
|
2019
|
||||||||||
Net loss
|
$
|
(80,293 | ) |
$
|
(45,025 | ) |
$
|
(50,118 |
)
|
|||
Other comprehensive income:
|
||||||||||||
Foreign currency translation adjustments
|
(546 |
)
|
205 | 51 | ||||||||
Unrealized gain on cash flow hedge
|
602 | - | 59 | |||||||||
Other comprehensive income
|
56
|
205
|
110
|
|||||||||
Comprehensive loss
|
(80,237 |
)
|
(44,820 |
)
|
(50,008 |
)
|
||||||
Less comprehensive loss attributable to redeemable non-controlling interest:
|
||||||||||||
Net loss attributable to redeemable non-controlling interest
|
(1,169 |
)
|
(1,311 |
)
|
(696 |
)
|
||||||
Foreign currency translation adjustments attributable to redeemable non-controlling interest
|
(266 |
)
|
100 | 25 | ||||||||
Comprehensive loss attributable to redeemable non-controlling interest
|
(1,435
|
)
|
(1,211
|
)
|
(671
|
)
|
||||||
Comprehensive loss attributable to WalkMe Ltd.
|
$
|
(78,802 | ) |
$
|
(43,609 | ) |
$
|
(49,337 |
)
|
Convertible preferred shares
|
Ordinary shares
|
Additional
paid-in
|
Accumulated other
comprehensive
|
Accumulated
|
Total shareholder's
|
|||||||||||||||||||||||||||
Number
|
Amount
|
Number
|
Amount
|
capital
|
Income (loss)
|
deficit
|
equity (deficit)
|
|||||||||||||||||||||||||
Balance as of December 31, 2018
|
51,881,022 |
$
|
179,895 | 11,645,310 |
$
|
- |
$
|
4,519 |
$
|
(59 |
)
|
$
|
(155,720 |
)
|
$
|
(151,260 |
)
|
|||||||||||||||
Effect of adopting ASU 2014-09, Revenue from Contracts with Customers (Topic 606), net
|
-
|
-
|
-
|
-
|
-
|
-
|
7,511 | 7,511 | ||||||||||||||||||||||||
Issuance of series E-2 convertible preferred shares, net
|
1,089,549
|
11,667
|
-
|
-
|
-
|
-
|
- | - | ||||||||||||||||||||||||
Issuance of series E-3 convertible preferred shares, net
|
1,947,126
|
25,558
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
Issuance of series F convertible preferred shares, net
|
2,051,744
|
44,875
|
-
|
-
|
-
|
-
|
- | - | ||||||||||||||||||||||||
Exercise of share options
|
-
|
-
|
835,743
|
-
|
512
|
- | - | 512 | ||||||||||||||||||||||||
Share-based compensation
|
-
|
-
|
-
|
- | 3,080 | - | - | 3,080 | ||||||||||||||||||||||||
Other comprehensive income
|
-
|
-
|
-
|
- | - | 85 | - | 85 | ||||||||||||||||||||||||
Net loss attributable to WalkMe Ltd. Including adjustment to redeemable non-controlling interest
|
-
|
-
|
-
|
- | (475 |
)
|
- | (49,422 |
)
|
(49,897 |
)
|
|||||||||||||||||||||
Balance as of December 31, 2019
|
56,969,441
|
261,995
|
12,481,053
|
-
|
7,636
|
26
|
(197,631
|
)
|
(189,969
|
)
|
||||||||||||||||||||||
Issuance of Series F convertible preferred shares, net
|
1,755,139
|
38,495
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
Exercise of share options
|
-
|
-
|
1,291,947 | - | 789 | - | - | 789 | ||||||||||||||||||||||||
Share-based compensation
|
-
|
-
|
-
|
- | 14,017 | - | - | 14,017 | ||||||||||||||||||||||||
Deemed dividend to ordinary shareholders
|
-
|
-
|
-
|
- | 4,569 | - | (4,569 |
)
|
- | |||||||||||||||||||||||
Other comprehensive income
|
-
|
-
|
-
|
- | - | 105 | - | 105 | ||||||||||||||||||||||||
Net loss attributable to WalkMe Ltd.
including adjustment to redeemable non-controlling interest
|
-
|
-
|
-
|
- | (5,487 |
)
|
- | (43,714 |
)
|
(49,201 |
)
|
|||||||||||||||||||||
Balance as of December 31, 2020
|
58,724,580 | 300,490 | 13,773,000 | - | 21,524 | 131 | (245,914 |
)
|
(224,259 |
)
|
||||||||||||||||||||||
Issuance of Series F convertible preferred shares, net
|
455,942
|
10,000
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||
Issuance of ordinary shares in connection with asset acquisition
|
-
|
-
|
33,150
|
-
|
776
|
- | - | 776 | ||||||||||||||||||||||||
Conversion of convertible preferred shares to ordinary shares upon initial public offering
|
(59,180,522 |
)
|
(310,490 |
)
|
59,180,522 | - | 310,490 | - | - | 310,490 | ||||||||||||||||||||||
Issuance of ordinary shares upon initial public offering, net of underwriting discounts and commissions and other issuance costs
|
-
|
-
|
9,250,000 | - | 263,911 | - | - | 263,911 | ||||||||||||||||||||||||
Exercise of share options and vested RSUs
|
-
|
-
|
1,517,334 | - | 2,849 | - | - | 2,849 | ||||||||||||||||||||||||
Share-based compensation
|
-
|
-
|
-
|
- | 27,332 | - | - | 27,332 | ||||||||||||||||||||||||
Other comprehensive income
|
-
|
-
|
- | - | 324 | - | 324 | |||||||||||||||||||||||||
Net loss attributable to WalkMe Ltd. including adjustment to redeemable non-controlling interest
|
-
|
-
|
-
|
-
|
(16,689
|
)
|
-
|
(79,124
|
)
|
(95,813
|
)
|
|||||||||||||||||||||
Balance as of December 31, 2021
|
-
|
$
|
-
|
83,754,006
|
$
|
-
|
$
|
610,193
|
$
|
455
|
$
|
(325,038
|
)
|
$
|
285,610
|
Year ended
December 31,
|
||||||||||||
2021
|
2020
|
2019
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net loss
|
$
|
(80,293 |
)
|
$
|
(45,025 |
)
|
$
|
(50,118 |
)
|
|||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Share-based compensation
|
27,332 | 14,017 | 3,080 | |||||||||
Depreciation and amortization
|
4,773 | 4,710 | 3,509 | |||||||||
Increase in accrued interest on short-term and long-term deposits
|
(59 |
)
|
(189 |
)
|
(886 |
)
|
||||||
Decrease (increase) in trade receivables, net
|
(6,976 |
)
|
1,657 | (14,274 |
)
|
|||||||
Increase in prepaid expenses and other assets
|
(29,763 |
)
|
(6,981 |
)
|
(13,918 |
)
|
||||||
Increase in trade payables
|
906 | 4,450 | 336 | |||||||||
Increase in employees and payroll accruals
|
15,010 | 5,003 | 4,417 | |||||||||
Increase (decrease) in accrued expenses and other liabilities
|
4,574 | 7,941 | (1,563 |
)
|
||||||||
Increase in deferred revenues
|
28,577 | 5,220 | 20,139 | |||||||||
Deferred taxes, net
|
1,694 | 544 | 734 | |||||||||
Net cash used in operating activities
|
(34,225 |
)
|
(8,653 |
)
|
(48,544 |
)
|
||||||
Cash flows from investing activities:
|
||||||||||||
Purchase of intangible assets
|
(1,338 |
)
|
- | - | ||||||||
Capitalization of software development costs
|
(3,912 |
)
|
(1,530 |
)
|
(2,015 |
)
|
||||||
Purchase of property and equipment
|
(2,642 |
)
|
(822 |
)
|
(2,463 |
)
|
||||||
Investment in short-term deposits
|
(66,260 |
)
|
(44,000 |
)
|
(14,535 |
)
|
||||||
Proceeds from short-term deposits
|
45,003 | - | 23,814 | |||||||||
Investment in restricted deposits
|
(1,298 |
)
|
- | (1,818 |
)
|
|||||||
Proceeds from restricted deposits
|
2,924 | 623 | 539 | |||||||||
Net cash used in investing activities
|
(27,523 |
)
|
(45,729 |
)
|
3,522 | |||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from initial public offering, net of underwriting discounts and commissions and other issuance costs
|
263,922 | - | - | |||||||||
Proceeds from exercise of options
|
2,867 | 789 | 512 | |||||||||
Investment from redeemable non-controlling interest
|
- | 2,330 | 2,237 | |||||||||
Issuance of preferred shares, net of issuance costs
|
10,000 | 38,495 | 82,100 | |||||||||
Net cash provided by financing activities
|
276,789 | 41,614 | 84,849 | |||||||||
Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash
|
(685 |
)
|
248 | 51 | ||||||||
Increase (decrease) in cash, cash equivalents and restricted cash
|
214,356 | (12,520 |
)
|
39,878 | ||||||||
Cash, cash equivalents and restricted cash - beginning of year
|
62,895 | 75,415 | 35,537 | |||||||||
Cash, cash equivalents and restricted cash - end of year
|
$
|
277,251 |
$
|
62,895 |
$
|
75,415 | ||||||
Supplemental disclosures of cash flow information:
|
||||||||||||
Cash paid for income taxes
|
$
|
365 |
$
|
- |
$
|
1,260 | ||||||
Supplemental disclosures of noncash investing and financing activities:
|
||||||||||||
Purchase of property and equipment, accrued but not paid
|
$
|
180 |
$
|
191 |
$
|
- | ||||||
Issuance of ordinary shares in connection with asset acquisition
|
$
|
776 |
$
|
- |
$
|
- | ||||||
Conversion of convertible preferred shares
|
$
|
310,490 |
$
|
- |
$
|
- | ||||||
Reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows above:
|
||||||||||||
Cash and cash equivalents
|
$
|
276,889 |
$
|
62,328 |
$
|
74,184 | ||||||
Restricted cash – included in short-term and long-term restricted deposits.
|
362 | 567 | 1,231 | |||||||||
$
|
277,251 |
$
|
62,895 |
$
|
75,415 |
a. |
Principles of consolidation:
|
b. |
Use of estimates:
|
c. |
Foreign currency:
|
d. |
Cash and cash equivalents:
|
e. |
Short-term bank deposits:
|
f. |
Restricted deposits:
|
g. |
Fair value of financial instruments:
|
h. |
Concentration of credit Risk:
|
i. |
Derivative Financial Instruments
|
j. |
Trade receivables:
|
k. |
Property and equipment:
|
%
|
||
Software, computers and peripheral equipment
|
33 | |
Office furniture and equipment
|
10-33
|
|
Capitalized development costs
|
33 | |
Leasehold improvement
|
By the shorter of remaining
lease term or estimated useful life |
l. |
Business combinations:
|
m. |
Goodwill and intangible assets:
|
n. |
Severance pay:
|
o. |
Contingencies:
|
p. |
Revenue recognition:
|
1. |
Identification of the contract, or contracts, with a customer; |
|
2. |
Identification of the performance obligations in the contract; |
|
3. |
Determination of the transaction price; |
|
4. |
Allocation of the transaction price to the performance obligations in the contract; and |
|
5. |
Recognition of revenue when, or as, the performance obligations are satisfied. |
q. |
Cost to obtain a contract:
|
Year ended
December 31,
|
||||||||||||
2021
|
2020
|
2019
|
||||||||||
Beginning balance
|
$
|
29,729 |
$
|
20,769 |
$
|
9,051 | ||||||
Additions to deferred contract acquisition costs
|
41,396 | 17,160 | 15,732 | |||||||||
Amortization of deferred contract acquisition costs
|
(14,751 |
)
|
(8,200 |
)
|
(4,014 |
)
|
||||||
Ending balance
|
$
|
56,374 |
$
|
29,729 |
$
|
20,769 | ||||||
Deferred contract acquisition costs (to be recognized in next 12 months)
|
$
|
20,405 |
$
|
10,712 |
$
|
6,422 | ||||||
Deferred contract acquisition costs, non-current
|
$
|
35,969 |
$
|
19,017 |
$
|
14,347 |
r. |
Deferred revenues and remaining performance obligations:
|
s. |
Software development costs:
|
t. |
Research and development:
|
u. |
Advertising expenses:
|
v. |
Basic and diluted net loss per share:
|
w. |
Share-based compensation:
|
x. |
Income taxes:
|
y. |
Recently adopted accounting pronouncements:
|
z. |
Accounting pronouncements not yet adopted:
|
|
Year ended
December 31,
|
|||||||||||
2021
|
2020
|
2019
|
||||||||||
Balance, beginning of period
|
$
|
8,647 |
$
|
2,041 |
$
|
- | ||||||
Investment by redeemable non-controlling interest
|
- | 2,330 | 2,237 | |||||||||
Net loss attributable to redeemable non-controlling interest
|
(1,169 |
)
|
(1,311 |
)
|
(696 |
)
|
||||||
Adjustment to redeemable non-controlling interest
|
16,689 | 5,487 | 475 | |||||||||
Foreign currency translation
|
(266 |
)
|
100 | 25 | ||||||||
Balance, end of period
|
$
|
23,901 |
$
|
8,647 |
$
|
2,041 |
December 31,
|
||||||||
2021
|
2020
|
|||||||
Cost:
|
||||||||
Software, computers and peripheral equipment
|
$
|
6,388 |
$
|
4,369 | ||||
Office furniture and equipment
|
883 | 890 | ||||||
Capitalized development costs
|
13,795 | 9,883 | ||||||
Leasehold improvements
|
3,971 | 3,914 | ||||||
25,037 | 19,056 | |||||||
Accumulated depreciation
|
14,152 | 10,427 | ||||||
Depreciated cost
|
$
|
10,885 |
$
|
8,629 |
December 31,
|
||||||||
2021
|
2020
|
|||||||
Acquired technology
|
$
|
3,004 |
$
|
890 | ||||
Accumulated amortization
|
1,189 | 890 | ||||||
Depreciated cost
|
$
|
1,815 |
$
|
- |
Year ended December 31,
|
Future Amortization expenses
|
|||
2022
|
$
|
704 | ||
2023
|
704 | |||
2024
|
407 | |||
|
$
|
1,815 |
a. |
Lease commitments:
|
Year ended December 31,
|
Rental of Premises
|
|||
2022
|
$
|
5,621 | ||
2023
|
5,105 | |||
2024
|
3,107 | |||
2025
|
102 | |||
|
$
|
13,935 |
b. |
Sublease:
|
c. |
Non-cancelable material commitments:
|
Year ended December 31,
|
Total commitments
|
|||
2022
|
$
|
12,931 | ||
2023
|
11,339 | |||
2024
|
1,807 | |||
2025
|
154 | |||
|
$
|
26,231 |
d. |
Pledges and bank guarantees:
|
e. |
Revolving Credit Facility:
|
a. |
Composition of share capital
|
December 31, 2021
|
December 31, 2020
|
|||||||||||||||
Authorized
|
Issued and outstanding
|
Authorized
|
Issued and outstanding
|
|||||||||||||
Number of shares no par value
|
||||||||||||||||
Ordinary shares
|
900,000,000 | 83,754,006 | 89,631,512 | 13,773,000 | ||||||||||||
Preferred shares
|
- | - | 3,745,298 | 3,745,298 | ||||||||||||
Preferred shares B-1
|
- | - | 5,815,632 | 5,815,630 | ||||||||||||
Preferred shares B-2
|
- | - | 788,738 | 788,738 | ||||||||||||
Preferred shares C
|
- | - | 10,389,120 | 10,389,120 | ||||||||||||
Preferred shares D
|
- | - | 11,500,000 | 11,497,425 | ||||||||||||
Preferred shares E
|
- | - | 10,731,000 | 10,730,904 | ||||||||||||
Preferred shares E-1
|
- | - | 3,472,000 | 3,471,763 | ||||||||||||
Preferred shares E-2
|
- | - | 4,700,000 | 4,669,496 | ||||||||||||
Preferred shares E-3
|
- | - | 3,810,000 | 3,809,323 | ||||||||||||
Preferred shares F
|
- | - | 4,265,000 | 3,806,883 | ||||||||||||
Deferred shares
|
- | - | 4,103,500 | - | ||||||||||||
Total
|
900,000,000 | 83,754,006 | 152,951,800 | 72,497,580 |
b. |
Ordinary shares:
|
c. |
Convertible preferred shares:
|
d. |
Share option plan:
|
Number
of
options
|
Weighted
average
exercise
price
|
Weighted
average
remaining contractual term
(in years)
|
Aggregate Intrinsic value
|
|||||||||||||
Balance as of December 31, 2020
|
10,378,813 |
$
|
3.69 | 7.5 |
$
|
66,024 | ||||||||||
Granted
|
6,017,685 |
$
|
15.13 | |||||||||||||
Forfeited
|
(770,172 |
)
|
$
|
10.31 | ||||||||||||
Exercised
|
(1,465,534 |
)
|
$
|
1.93 |
$
|
25,937 | ||||||||||
Balance as of December 31, 2021
|
14,160,792 |
$
|
8.38 | 7.67 |
$
|
159,366 | ||||||||||
Exercisable options at end of year
|
6,166,007 |
$
|
3.06 | 5.96 |
$
|
102,142 |
Year ended
December 31,
|
||||||
2021
|
2020
|
2019
|
||||
Expected volatility
|
60% | 60% |
60% - 65%
|
|||
Expected dividend yield
|
- | - | - | |||
Expected term (in years)
|
5-6.55
|
6.08 |
5-6.08
|
|||
Risk free interest
|
0.49%-1.06%
|
0.28%-1.45%
|
1.51%-2.39%
|
Number
of
RSUs
|
Weighted-Average
Grant Date Fair Value
Per Share
|
|||||||
Balance as of December 31, 2020
|
- | - | ||||||
Granted
|
2,532,873 |
$
|
26.18 | |||||
Forfeited
|
(164,700 |
)
|
$
|
25.72 | ||||
Exercised
|
(1,800 |
)
|
$
|
27.34 | ||||
Balance as of December 31, 2021
|
2,366,373 |
$
|
26.22 |
e. |
Employee Share Purchase Plan
|
Year ended
December 31,
|
||||
2021
|
||||
Expected volatility
|
41 |
%
|
||
Expected dividend yield
|
- | |||
Expected term (in years)
|
0.57 | |||
Risk free interest
|
0.06 |
%
|
f. |
Share-based compensation expense by award type was as follows:
|
Year ended December 31
|
||||||||||||
2021
|
2020
|
2019
|
||||||||||
Share options
|
$
|
21,359 |
$
|
14,017 |
$
|
3,080 | ||||||
RSUs
|
4,842 | - | - | |||||||||
ESPP
|
1,131 | - | - | |||||||||
$
|
27,332 |
$
|
14,017 |
$
|
3,080 |
Year ended December 31
|
||||||||||||
2021
|
2020
|
2019
|
||||||||||
Cost of revenues
|
$
|
1,804 |
$
|
201 |
$
|
41 | ||||||
Research and development
|
3,863 | 1,596 | 282 | |||||||||
Sales and marketing
|
8,205 | 1,105 | 427 | |||||||||
General and administrative
|
13,460 | 11,115 | 2,330 | |||||||||
$
|
27,332 |
$
|
14,017 |
$
|
3,080 |
g. |
Third-party share transactions:
|
a. |
Ordinary taxable income in Israel is subject to a corporate tax rate of 23%.
|
• |
A 12% capital gains tax rate on the sale of a preferred intangible asset to a foreign affiliated enterprise, provided that the asset was initially purchased from a foreign resident at an amount of NIS 200 million or more.
|
• |
A withholding tax rate of 20% for dividends paid from PTE income (with an exemption from such withholding tax applying to dividends paid to an Israeli company) may be reduced to 4% on dividends paid to a foreign resident company, subject to certain conditions regarding percentage of foreign ownership of the distributing entity.
|
b. |
Loss before income taxes is comprised as follows:
|
Year ended December 31
|
||||||||||||
2021 | 2020 | 2019 | ||||||||||
Israel
|
$
|
68,924 |
$
|
38,941 |
$
|
48,392 | ||||||
Foreign
|
8,875 | 4,376 | 419 | |||||||||
$
|
77,799 |
$
|
43,317 |
$
|
48,811 |
c. |
Income taxes are comprised as follows:
|
Year ended December 31
|
||||||||||||
2021 | 2020 | 2019 | ||||||||||
Current:
|
||||||||||||
Israel
|
$
|
103 |
$
|
153 |
$
|
92 | ||||||
Foreign
|
697 | 1,011 | 481 | |||||||||
Total current taxes
|
800 | 1,164 | 573 | |||||||||
Deferred:
|
||||||||||||
Israel
|
- | - | - | |||||||||
Foreign
|
1,694 | 544 | 734 | |||||||||
Total deferred taxes
|
1,694 | 544 | 734 | |||||||||
Total income taxes
|
$
|
2,494 |
$
|
1,708 |
$
|
1,307 |
d. |
A reconciliation of the Company's theoretical income tax benefit to actual income tax expense is as follows:
|
Year ended December 31
|
||||||||||||
2021 | 2020 | 2019 | ||||||||||
Loss before income taxes
|
$
|
77,799 |
$
|
43,317 |
$
|
48,811 | ||||||
Statutory tax rate
|
23 |
%
|
23 |
%
|
23 |
%
|
||||||
Theoretical income tax benefit
|
$
|
(17,894 |
)
|
$
|
(9,963 |
)
|
$
|
(11,302 |
)
|
|||
Preferred technology enterprise
|
7,582 | 4,284 | 5,323 | |||||||||
Foreign rate differential
|
(597 |
)
|
213 | 119 | ||||||||
Unrecognized tax benefits
|
3,159 | 1,272 | 437 | |||||||||
Changes in valuation allowance
|
7,498 | 3,827 | 6,410 | |||||||||
Share-based compensation
|
2,519 | 1,327 | 355 | |||||||||
Non-deductible expenses
|
234 | 790 | 235 | |||||||||
Other
|
(7 |
)
|
(42 |
)
|
(270 |
)
|
||||||
Actual tax expense
|
$
|
2,494 |
$
|
1,708 |
$
|
1,307 |
e. |
The following table presents the significant components of the Company's deferred taxes:
|
December 31,
|
||||||||
2021 | 2020 | |||||||
Deferred tax assets:
|
||||||||
Net operating loss carryforwards
|
$
|
36,373 |
$
|
27,049 | ||||
Research and development expenses
|
4,304 | 3,046 | ||||||
Accruals and reserves
|
2,541 | 2,454 | ||||||
Issuance costs
|
1,827 | - | ||||||
Share-based compensation
|
1,576 | 163 | ||||||
Other deferred assets
|
636 | 878 | ||||||
Gross deferred tax assets
|
47,257 | 33,590 | ||||||
Valuation allowance
|
(40,019 |
)
|
(29,780 |
)
|
||||
Total deferred tax assets
|
7,238 | 3,810 | ||||||
Deferred tax liabilities:
|
||||||||
Deferred contract costs
|
(11,687 |
)
|
(6,294 |
)
|
||||
Other deferred tax liabilities
|
(346 |
)
|
(617 |
)
|
||||
Gross deferred tax liabilities
|
(12,033 |
)
|
(6,911 |
)
|
||||
Net deferred taxes
|
$
|
(4,795 |
)
|
$
|
(3,101 |
)
|
f. |
Net operating losses carry forward:
|
g. |
Carryback U.S:
|
h. |
Tax assessments
|
i. |
Unrecognized tax benefits
|
Unrecognized
Tax Benefits
|
||||
Balance – January 1, 2019
|
$
|
-
|
||
Increases related to current years’ tax positions
|
437
|
|||
Balance - December 31, 2019
|
437 | |||
Increases related to prior years’ tax positions
|
209
|
|||
Increases related to current years’ tax positions
|
1,063
|
|||
Balance - December 31, 2020
|
1,709 | |||
Increases related to prior years’ tax positions
|
175
|
|||
Increases related to current years’ tax positions
|
2,984
|
|||
Balance - December 31, 2021
|
$
|
4,868
|
a. |
Operating segments
|
b. |
Geographical information
|
Year ended December 31,
|
||||||||||||
2021
|
2020
|
2019
|
||||||||||
United States
|
135,291 | 105,321 | 75,072 | |||||||||
Rest of world
|
56,914 | 42,138 | 28,687 | |||||||||
Israel
|
1,098 | 847 | 1,370 | |||||||||
$
|
193,303
|
$
|
148,306 |
$
|
105,129 |
December 31,
|
||||||||
2021
|
2020
|
|||||||
Israel
|
$
|
8,829 |
$
|
7,244 | ||||
United States
|
1,778 | 1,283 | ||||||
Rest of world
|
278 | 102 | ||||||
Total property and equipment, net
|
$
|
10,885 |
$
|
8,629 |
Year ende December 31,
|
||||||||||||
2021
|
2020
|
2019
|
||||||||||
Numerator:
|
||||||||||||
Net loss
|
$
|
(80,293 |
)
|
$
|
(45,025 |
)
|
$
|
(50,118 |
)
|
|||
Net loss attributable to non-controlling interest
|
(1,169 |
)
|
(1,311 |
)
|
(696 |
)
|
||||||
Adjustment attributable to non-controlling interest
|
16,689 | 5,487 | 475 | |||||||||
Deemed dividend to ordinary shareholders
|
- | 4,569 | - | |||||||||
Net loss attributable to WalkMe Ltd.
|
$
|
(95,813 |
)
|
$
|
(53,770 |
)
|
$
|
(49,897 |
)
|
|||
Denominator:
|
||||||||||||
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted
|
51,763,032 | 13,217,183 | 12,011,502 | |||||||||
Net loss per share attributable to ordinary shareholders, basic and diluted
|
$
|
(1.85 |
)
|
$
|
(4.07 |
)
|
$
|
(4.15 |
)
|
Year ended December 31,
|
||||||||||||
2021
|
2020
|
2019
|
||||||||||
Convertible preferred shares
|
26,972,186 | 58,724,580 | 56,969,441 | |||||||||
RSU’s
|
732,157 | - | - | |||||||||
Outstanding share options
|
14,143,816 | 10,428,813 | 7,566,875 | |||||||||
Total
|
41,848,159 | 69,153,393 | 64,536,316 |
1.
|
DEFINITIONS; INTERPRETATION.
|
“Affiliate”
|
|
with respect to any specified person, shall mean, any other person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified person.
|
“Articles”
|
|
shall mean these Amended and Restated Articles of Association, as amended from time to time.
|
“Board of Directors”
|
|
shall mean the Board of Directors of the Company.
|
“Chairperson”
|
|
shall mean the Chairperson of the Board of Directors, or the Chairperson of the General Meeting, as the context implies;
|
“Companies Law”
|
|
shall mean the Israeli Companies Law, 5759-1999 and the regulations promulgated thereunder. The Companies Law shall include reference to the Companies Ordinance (New Version), 5743-1983, of the State of Israel,
to the extent in effect according to the provisions thereof.
|
“Company”
|
|
shall mean WalkMe Ltd.
|
“Director(s)”
|
|
shall mean the member(s) of the Board of Directors holding office at a given time.
|
“Economic Competition Law”
|
|
shall mean the Israeli Economic Competition Law, 5758-1988 and the regulations promulgated thereunder.
|
“External Director(s)”
|
|
shall have the meaning provided for such term in the Companies Law.
|
“General Meeting”
|
|
shall mean an Annual General Meeting or Special General Meeting of the Shareholders (each as defined in Article 23 of these Articles), as the case may be.
|
“NIS”
|
|
shall mean New Israeli Shekels.
|
“Office”
|
|
shall mean the registered office of the Company at any given time.
|
“Office Holder” or “Officer”
|
shall have the meaning provided for such term in the Companies Law.
|
“Securities Law”
|
|
shall mean the Israeli Securities Law, 5728-1968, and the regulations promulgated thereunder.
|
“Shareholder(s)”
|
|
shall mean the shareholder(s) of the Company, at any given time.
|
“Stock Exchange”
|
|
shall mean the Nasdaq Stock Market or on any other stock exchange on which the Company’s Ordinary Shares are then listed for trading.
|
2.
|
The Company is a limited liability company and each Shareholder’s liability for the Company’s debt is therefore limited (in addition to any liabilities under any contract) to the payment of the full amount (par
value (if any) and premium) such Shareholder was required to pay the Company for such Shareholder’s Shares (as defined below) and which amount has not yet been paid by such Shareholder.
|
3.
|
OBJECTIVES.
|
4.
|
DONATIONS.
|
5.
|
AUTHORIZED SHARE CAPITAL.
|
6.
|
INCREASE OF AUTHORIZED SHARE CAPITAL.
|
7.
|
SPECIAL OR CLASS RIGHTS; MODIFICATION OF RIGHTS.
|
8.
|
CONSOLIDATION, DIVISION, CANCELLATION AND REDUCTION OF SHARE CAPITAL.
|
9.
|
ISSUANCE OF SHARE CERTIFICATES, REPLACEMENT OF LOST CERTIFICATES.
|
10.
|
REGISTERED HOLDER.
|
11.
|
ISSUANCE AND REPURCHASE OF SHARES.
|
12.
|
PAYMENT IN INSTALLMENT.
|
13.
|
CALLS ON SHARES.
|
14.
|
PREPAYMENT.
|
15.
|
FORFEITURE AND SURRENDER.
|
16.
|
LIEN.
|
17.
|
SALE AFTER FORFEITURE OR SURRENDER OR FOR ENFORCEMENT OF LIEN.
|
18.
|
REDEEMABLE SHARES.
|
19.
|
REGISTRATION OF TRANSFER.
|
20.
|
SUSPENSION OF REGISTRATION.
|
21.
|
DECEDENTS’ SHARES.
|
22.
|
RECEIVERS AND LIQUIDATORS.
|
23.
|
GENERAL MEETINGS.
|
24.
|
RECORD DATE FOR GENERAL MEETING.
|
25.
|
SHAREHOLDER PROPOSAL REQUEST.
|
26.
|
NOTICE OF GENERAL MEETINGS; OMISSION TO GIVE NOTICE.
|
27.
|
QUORUM.
|
28.
|
CHAIRPERSON OF GENERAL MEETING.
|
29.
|
ADOPTION OF RESOLUTIONS AT GENERAL MEETINGS.
|
30.
|
POWER TO ADJOURN.
|
31.
|
VOTING POWER.
|
32.
|
VOTING RIGHTS.
|
33.
|
INSTRUMENT OF APPOINTMENT.
|
“I
|
|
|
|
of
|
|
|
|
(Name of Shareholder)
|
|
|
(Address of Shareholder)
|
||
Being a shareholder of WalkMe Ltd. hereby appoints
|
||||||
|
|
|
of
|
|
|
|
|
(Name of Proxy)
|
|
|
(Address of Proxy)
|
||
as my proxy to vote for me and on my behalf at the General Meeting of the Company to be held on the ___ day of _______, _______ and at any adjournment(s) thereof.
|
||||||
Signed this ____ day of ___________, ______.
|
||||||
(Signature of Appointor)”
|
34.
|
EFFECT OF DEATH OF APPOINTER OF TRANSFER OF SHARE AND OR REVOCATION OF APPOINTMENT.
|
35.
|
POWERS OF THE BOARD OF DIRECTORS.
|
36.
|
EXERCISE OF POWERS OF THE BOARD OF DIRECTORS.
|
|
(1)
|
Any resolution to enter into a merger, consolidation, acquisition, amalgamation, business combination, issue equity securities or debt securities convertible into equity or other similar transaction
(collectively, a “Transaction”), in each case that would reasonably be expected to result (A) in any person (together with its Affiliates) becoming, as a result of such Transaction, a beneficial owner
(as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of twenty five percent (25%) or more of the Ordinary Shares issued and outstanding immediately following the consummation of such Transaction
or (B) in the increase in the beneficial ownership of Ordinary Shares of any person (together with its Affiliates) who immediately prior to the consummation of such Transaction holds twenty five percent (25%) or more of the then issued and
outstanding Ordinary Shares;
|
|
(2)
|
Any resolution to directly or indirectly sell, assign, convey, transfer, lease or otherwise dispose, in one or series of related transactions, of all or substantially all of the assets of the Company and its
subsidiaries, taken as a whole, to any person;
|
|
(3)
|
Any resolution to effect any material change to the principal business of the Company, enter into new lines of business that are materially different from the Company’s then current line of business, or exit the
then current line of business of the Company, or otherwise materially change the Company’s strategy and/or policies with respect to its main lines of business;
|
|
(4)
|
Any resolution to transfer the headquarters of the Company outside of Israel; or
|
|
(5)
|
Any resolution effectively not nominating for re-election by the Shareholders any of the following individuals: Dan Adika, Rafael Sweary or Haleli Barath.
|
37.
|
DELEGATION OF POWERS.
|
38.
|
NUMBER OF DIRECTORS.
|
39.
|
ELECTION AND REMOVAL OF DIRECTORS.
|
40.
|
COMMENCEMENT OF DIRECTORSHIP.
|
41.
|
CONTINUING DIRECTORS IN THE EVENT OF VACANCIES.
|
42.
|
VACATION OF OFFICE.
|
43.
|
CONFLICT OF INTERESTS; APPROVAL OF RELATED PARTY TRANSACTIONS.
|
44.
|
MEETINGS.
|
45.
|
QUORUM.
|
46.
|
CHAIRPERSON OF THE BOARD OF DIRECTORS.
|
47.
|
VALIDITY OF ACTS DESPITE DEFECTS.
|
48.
|
CHIEF EXECUTIVE OFFICER.
|
49.
|
MINUTES.
|
50.
|
DECLARATION OF DIVIDENDS.
|
51.
|
AMOUNT PAYABLE BY WAY OF DIVIDENDS.
|
52.
|
INTEREST.
|
53.
|
PAYMENT IN SPECIE.
|
54.
|
IMPLEMENTATION OF POWERS.
|
55.
|
DEDUCTIONS FROM DIVIDENDS.
|
56.
|
RETENTION OF DIVIDENDS.
|
57.
|
UNCLAIMED DIVIDENDS.
|
58.
|
MECHANICS OF PAYMENT.
|
59.
|
BOOKS OF ACCOUNT.
|
60.
|
AUDITORS.
|
61.
|
FISCAL YEAR.
|
62.
|
SUPPLEMENTARY REGISTERS.
|
63.
|
INSURANCE.
|
64.
|
INDEMNITY.
|
|
(i)
|
Sub-Article 6464(a)(i)(a)(ii) to 64(a)(iv); and
|
|
(ii)
|
Sub-Article 64(a)(i), provided that:
|
|
(1)
|
the undertaking to indemnify is limited to such events which the Directors shall deem to be foreseeable in light of the operations of the Company at the time that the undertaking to indemnify is made and for such
amounts or criterion which the Directors may, at the time of the giving of such undertaking to indemnify, deem to be reasonable under the circumstances; and
|
|
(2)
|
the undertaking to indemnify shall set forth such events which the Directors shall deem to be foreseeable in light of the operations of the Company at the time that the undertaking to indemnify is made, and the
amounts and/or criterion which the Directors may, at the time of the giving of such undertaking to indemnify, deem to be reasonable under the circumstances.
|
65.
|
EXEMPTION.
|
66.
|
GENERAL.
|
67.
|
WINDING UP.
|
68.
|
NOTICES.
|
69.
|
AMENDMENT.
|
70.
|
FORUM FOR ADJUDICATION OF DISPUTES.
|
• |
amendments to our articles of association;
|
• |
appointment, terms of service or and termination of service of our auditors;
|
• |
appointment of directors, including external directors (if applicable);
|
• |
approval of certain related party transactions;
|
• |
increases or reductions of our authorized share capital;
|
• |
a merger; and
|
• |
the exercise of our board of directors’ powers by a general meeting, if our board of directors is unable to exercise its powers and the exercise of any of its powers is
required for our proper management.
|
1. |
I have reviewed this Annual Report on Form 20-F of WalkMe Ltd.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4. |
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the company and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b) |
[Omitted];
|
(c) |
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d) |
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has
materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
5. |
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the company’s ability to record, process, summarize and report financial information; and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial
reporting.
|
By:
|
/s/ Dan Adika
|
||||||||||||||||||||||||||
Dan Adika
|
|||||||||||||||||||||||||||
Chief Executive Officer
(Principal Executive Officer)
|
1. |
I have reviewed this Annual Report on Form 20-F of WalkMe Ltd.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4. |
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the company and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b) |
[Omitted];
|
(c) |
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d) |
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has
materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
5. |
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the company’s ability to record, process, summarize and report financial information; and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial
reporting.
|
By:
|
/s/ Andrew Casey
|
||||||||||||||||||||||||||
Andrew Casey
|
|||||||||||||||||||||||||||
Chief Financial Officer
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: March 24, 2022
|
By:
|
/s/ Dan Adika
|
Dan Adika
Chief Executive Officer
(Principal Executive Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
|
Date: March 24, 2022
|
By:
|
/s/ Andrew Casey
|
Andrew Casey
Chief Financial Officer
(Principal Financial Officer)
|
Tel Aviv, Israel
|
/s/ Kost Forer Gabbay & Kasierer
|
|
March 24, 2022
|
A Member of Ernst & Young Global
|