10-K/A
Asana, Inc. (ASAN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No.1)
(Mark One)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the Fiscal Year Ended January 31, 2021
Commission file number: 001-39495
ASANA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 7372 | 26-3912448 |
|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Primary standard industrial code number) | (I.R.S. employer identification no.) |
1550 Bryant Street, Suite 200
San Francisco, CA 94103
(Address of principal executive offices and Zip Code)
(415) 525-3888
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock, $0.00001 par value per share | ASAN | New York Stock Exchange |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See 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 checkmark if the registrant has not elected 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the registrant’s shares of Class A common stock held by non-affiliates of the registrant as of January 31, 2021 was approximately $2.0 billion, based on the closing price reported for such date on the New York Stock Exchange. The registrant has elected to use January 31, 2021 as the election date because on July 31, 2020 (the last business day of the registrant’s most recently completed second fiscal quarter), the registrant was a privately held company. Shares of common stock held by each executive officer, director and holder of 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status does not reflect a determination that such persons are affiliates of the registrant for any other purpose.
As of March 22, 2021, the number of shares of the registrant’s Class A common stock outstanding was 91,266,753 and the number of shares of the registrant’s Class B common stock outstanding was 71,785,101.
Documents incorporated by reference:
Portions of the registrant’s definitive Proxy Statement relating to the Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such definitive Proxy Statement was filed with the Securities and Exchange Commission on May 3, 2021.
EXPLANATORY NOTE
The signed consent of Pricewaterhouse Coopers LLP, the Company’s independent registered public accounting firm, was delivered prior to the filing of the Form 10-K for the year ended January 31, 2021, originally filed on March 30, 2021 (the “Original Filing”); however, the consent was inadvertently omitted from the version of the consent filed via EDGAR. This amendment is being filed to include the consent.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.
Except as expressly set forth in this Form 10-K/A, no other changes have been made to the Original Filing, and this Form 10-K/A does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Form 10-K/A does not reflect events that may have occurred subsequent to the filing date of the Original Filing.
Item 15. Exhibits and Financial Statement Schedules.
(a) The following documents are filed or furnished as part of this Form 10K/A:
(1) Exhibits filed as part of this Form 10-K/A
(2) Exhibits filed, furnished, or incorporated by reference with the Original Filing and this Form 10-K/A
________________
* Filed herewith.
Indicates a management contract or compensatory plan or arrangement
† Previously furnished with the Original Filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ASANA, INC. | |||
|---|---|---|---|
| May 12, 2021 | By: | /s/ Dustin Moskovitz | |
| Dustin Moskovitz | |||
| President and Chief Executive Officer | |||
| (Principal Executive Officer) | |||
| May 12, 2021 | By: | /s/ Tim Wan | |
| Tim Wan | |||
| Chief Financial Officer | |||
| (Principal Financial Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the Company and in the capacities and on the dates indicated:
| Name | Title | Date |
|---|---|---|
| /s/ Dustin Moskovitz | President, Chief Executive Officer, and Chair<br><br>(Principal Executive Officer) | May 12, 2021 |
| Dustin Moskovitz | ||
| /s/ Tim Wan | Chief Financial Officer<br><br>(Principal Financial and Accounting Officer) | May 12, 2021 |
| Tim Wan | ||
| * | Director | May 12, 2021 |
| Sydney Carey | ||
| * | Director | May 12, 2021 |
| Matthew Cohler | ||
| * | Director | May 12, 2021 |
| Adam D’Angelo | ||
| * | Director | May 12, 2021 |
| Lorrie Norrington | ||
| * | Director | May 12, 2021 |
| Anne Raimondi | ||
| * | Director | May 12, 2021 |
| Justin Rosenstein | ||
| *By: | /s/ Dustin Moskovitz | |
| --- | --- | |
| Dustin Moskovitz<br><br>Attorney-in-Fact |
Document
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-248955) of Asana, Inc. of our report dated March 30, 2021 relating to the financial statements, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
San Francisco, California
March 30, 2021
Document
Exhibit 31.3
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Dustin Moskovitz, certify that:
1. I have reviewed this Form 10-K/A of Asana, Inc.;
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;
| Date: May 12, 2021 | By: | /s/ Dustin Moskovitz |
|---|---|---|
| Dustin Moskovitz | ||
| President and Chief Executive Officer |
Document
Exhibit 31.4
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Tim Wan, certify that:
1. I have reviewed this Form 10-K/A of Asana, Inc.;
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;
| Date: May 12, 2021 | By: | /s/ Tim Wan |
|---|---|---|
| Tim Wan | ||
| Chief Financial Officer |