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As filed with the Securities and Exchange Commission on March 14, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________________

ASANA, INC.
(Exact name of registrant as specified in its charter)
Delaware
26-3912448
(State or other jurisdiction of incorporation or organization)
(I.R.S. employer identification no.)

633 Folsom Street, Suite 100
San Francisco, California 94107
(415) 525-3888
(Address of principal executive offices) (Zip code)

2020 Equity Incentive Plan
2020 Employee Stock Purchase Plan
(Full titles of the plans)
_____________________________________

Dustin Moskovitz
President, Chief Executive Officer, and Chair
Asana, Inc.
633 Folsom Street, Suite 100
San Francisco, California 94107
(415) 525-3888
(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:
David J. Segre, Esq.
Calise Y. Cheng, Esq.
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000
Eleanor Lacey, Esq.
General Counsel and Corporate Secretary
Asana, Inc.
633 Folsom Street, Suite 100
San Francisco, CA 94107
(415) 525-3888

_____________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.



EXPLANATORY NOTE

Asana, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (i) 11,236,396 additional shares of its Class A common stock (“Class A Common Stock”) under the Registrant’s 2020 Equity Incentive Plan (the “2020 Plan”), pursuant to the provisions of the 2020 Plan providing for an automatic increase in the number of shares of Class A Common Stock reserved and available for issuance under the 2020 Plan on February 1, 2024, and (ii) 2,247,279 additional shares of its Class A Common Stock under the Registrant’s 2020 Employee Stock Purchase Plan (the “ESPP”), pursuant to the provisions of the ESPP providing for an automatic increase in the number of shares of Class A Common Stock reserved and available for issuance under the ESPP on February 1, 2024.

This Registration Statement relates to securities of the same class as those for which earlier Registration Statements on Form S-8 were filed with the Commission on September 22, 2020 (File No. 333-248955), March 30, 2021 (File No. 333-254881), March 24, 2022 (File No. 333-263822) and March 24, 2023 (File No. 333-270838) (collectively, the “Prior Registration Statements”). Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements, to the extent relating to the registration of Class A Common Stock issuable under the 2020 Plan and the ESPP, are incorporated by reference into this Registration Statement.

In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.

PART II
Item 3.    Incorporation of Certain Documents by Reference.
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(i) The Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2024 filed with the Commission on March 14, 2024 (File No. 001-39495), which contains audited financial statements for the Registrant’s latest fiscal year.
(ii) The description of the Registrant’s Class A Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on September 9, 2020 (File No. 001-39495) under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description, including Exhibit 4.3 to our Annual Report on Form 10-K for the year ended January 31, 2022.
(iii) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the shares registered hereunder have been sold or which deregisters all shares then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.



1

Item 8.    Exhibits.
(a) Exhibits.
Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile No.ExhibitFiling Date
4.18-K001-394953.1September 21, 2020
4.28-K001-394953.1December 12, 2023
4.3S-1333-2483034.1August 24, 2020
5.1*
23.1*
23.2*
24.1*
99.1S-1333-24830310.4August 24, 2020
99.2S-1333-24830310.5August 24, 2020
99.310-K001-3949510.5March 30, 2021
99.410-K001-3949510.6March 30, 2021
99.510-Q001-3949510.1December 1, 2022
99.610-Q001-3949510.2December 1, 2022
99.710-K001-3949510.10March 30, 2021
107*
________________
* Filed herewith.













1

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on this 14th day of March, 2024.
ASANA, INC.

By: /s/ Dustin Moskovitz    
    Dustin Moskovitz
    President, Chief Executive Officer, and Chair


    

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dustin Moskovitz, Tim Wan, and Eleanor Lacey, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Dustin Moskovitz
President, Chief Executive Officer, and Chair
(Principal Executive Officer)
March 14, 2024
Dustin Moskovitz
/s/ Tim Wan
Chief Financial Officer
(Principal Financial and Accounting Officer)
March 14, 2024
Tim Wan
/s/ Krista Anderson-CoppermanDirectorMarch 14, 2024
Krista Anderson-Copperman

/s/ Sydney Carey
Director
March 14, 2024
Sydney Carey

/s/ Matthew Cohler
Director
March 14, 2024
Matthew Cohler

/s/ Adam D’Angelo
Director
March 14, 2024
Adam D’Angelo

/s/ Andrew Lindsay		DirectorMarch 14, 2024
Andrew Lindsay

/s/ Lorrie Norrington
Director
March 14, 2024
Lorrie Norrington

/s/ Justin Rosenstein
Director
March 14, 2024
Justin Rosenstein


Document

Exhibit 107
CALCULATION OF FILING FEE TABLES
Form S-8
Asana, Inc.
Table 1: Newly Registered Securities
Security TypeSecurity Class TitleFee Calculation Rule
Amount to be Registered(1)
Proposed Maximum Offering Price Per Share
Proposed Maximum Aggregate Offering Price
Fee RateAmount of Registration Fee
EquityClass A Common Stock, par value $0.00001 per share, 2020 Equity Incentive Plan
Other(2)
11,236,396(3)
$17.44(2)
$195,962,746.24.00014760$28,924.11
EquityClass A Common Stock, par value $0.00001 per share, 2020 Employee Stock Purchase Plan
Other(4)
2,247,279(5)
$14.83(4)
$33,327,147.57.00014760$4,919.09
Total Offering Amounts$229,289,893.81$33,843.20
Total Fee Offsets
N/A(6)
Net Fee Due$33,843.20

(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Class A common stock (“Class A Common Stock”) that become issuable under the Registrant’s 2020 Equity Incentive Plan (“2020 Plan”) and the Registrant’s 2020 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected that results in an increase to the number of outstanding shares of Class A Common Stock.
(2)Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of $17.44, which represents the average of the high and low prices of the Class A Common Stock as reported on the New York Stock Exchange (“NYSE”) on March 12, 2024.
(3)Represents an automatic annual increase equal to 5% of the total number of shares of the Registrant’s capital stock outstanding on January 31st of the preceding fiscal year, which annual increase is provided by the 2020 Plan.
(4)Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of $14.83, which represents the average of the high and low prices of the Class A Common Stock as reported on the NYSE on March 12, 2024, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the ESPP.
(5)Represents an automatic annual increase equal to 1% of the total number of shares of the Registrant’s capital stock outstanding on January 31st of the preceding fiscal year, which annual increase is provided by the ESPP.
(6)The Registrant does not have any fee offsets.


Document
Exhibit 5.1
https://cdn.kscope.io/d3fd2a0fec85f57092629515ae2d95f4-imagea.jpg
March 14, 2024

Asana, Inc.
633 Folsom Street, Suite 100
San Francisco, California 94107

Re:    Registration on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Asana, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 13,483,675 shares (the “Shares”) of the Company’s Class A common stock, par value $0.00001 per share (”Common Stock”), consisting of (a) 11,236,396 shares of Common Stock issuable pursuant to the Company’s 2020 Equity Incentive Plan (the “2020 EIP”) and (b) 2,247,279 shares of Common Stock issuable pursuant to the Company’s 2020 Employee Stock Purchase Plan (together with the 2020 EIP, the “Plans”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectuses, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Plans, and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Sincerely,
Cooley LLP

By: /s/ Calise Y. Cheng    
Calise Y. Cheng
Cooley LLP    3175 Hanover Street    Palo Alto, CA    94304-1130
t: (650) 843-5000 f: (650) 849-7400 cooley.com

Document
Exhibit 23.1



CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Asana, Inc. of our report dated March 14, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Asana, Inc.'s Annual Report on Form 10-K for the year ended January 31, 2024.


/s/ PricewaterhouseCoopers LLP
San Francisco, California
March 14, 2024