6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2022

Commission File Number 001-39750

DOCEBO INC.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name)

366 Adelaide St. West

Suite 701

Toronto, Ontario, Canada M5V 1R7

(800) 681-4601

(Address and telephone number of registrant’s principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F	☐	Form 40-F	☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

INCORPORATION BY REFERENCE

Exhibits 99.1, 99.2, 99.4 and 99.5 of this Form 6-K are incorporated by reference to the registrant's Registration Statement on Form F-10 (File No. 333-251046), the registrant’s Registration Statement on Form S-8 (File No. 333-251417) and the registrant’s Registration Statement on Form F-3 (File No. 333-262000).

DOCUMENTS INCLUDED AS PART OF THIS REPORT

Exhibit
99.1	Unaudited Condensed Consolidated Interim Financial Statements of Financial Position of the Registrant for the Three andNineMonths EndedSeptember30, 2022
99.2	Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Registrant for the Three andNineMonths EndedSeptember30, 2022
99.3	Press Release of Docebo Inc., datedNovember 10, 2022, titled “Docebo ReportsThirdQuarter 2022 Results”
99.4	Docebo Inc. – Form 52-109F2 Certificate of Interim Filings by CEO (pursuant to Canadian regulations)
99.5	Docebo Inc. – Form 52-109F2 Certificate of Interim Filings by CFO (pursuant to Canadian regulations)
101.INS	Inline XBRL Instance Document.
101.SCH	Inline XBRL Taxonomy Schema Linkbase Document.
101.CAL	Inline XBRL Taxonomy 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 Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Docebo Inc.
Date:	November 10, 2022	By:		/s/ Sukaran Mehta
			Name:	Sukaran Mehta
			Title:	Chief Financial Officer

docebo-20220930_d2

Exhibit 99.1
DOCEBO INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(expressed in thousands of United States dollars)			September 30,	December 31,
---	---	---
	2022	2021
	$	$
Assets
Current assets:
Cash and cash equivalents	212,733	215,323
Trade and other receivables (Note 4)	30,551	27,685
Income taxes receivable	363	—
Prepaids and deposits	6,187	6,992
Net investment in finance lease	172	99
Contract costs, net	2,210	1,390
	252,216	251,489
Non-current assets:
Contract costs, net	6,810	3,849
Net investment in finance lease	274	204
Deferred tax asset	125	—
Right-of-use assets, net (Note 5)	2,048	3,059
Property and equipment, net (Note 6)	2,540	2,645
Intangible assets, net (Note 7)	1,132	1,576
Goodwill (Note 8)	5,521	5,301
	270,666	268,123
Liabilities
Current liabilities:
Trade and other payables	21,778	22,817
Income taxes payable	150	—
Deferred revenue	50,648	44,578
Contingent consideration	1,168	467
Lease obligations (Note 5)	1,253	1,311
	74,997	69,173
Non-current liabilities:
Contingent consideration	1,150	2,236
Deferred revenue	604	116
Lease obligations (Note 5)	1,848	2,690
Employee benefit obligations	2,682	2,560
Deferred tax liability	896	692
	82,177	77,467
Shareholders’ equity
Share capital (Note 10)	267,926	266,119
Contributed surplus	7,553	4,312
Accumulated other comprehensive (loss) income	(10,520)	2,113
Deficit	(76,470)	(81,888)
Total equity	188,489	190,656
	270,666	268,123

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

1

DOCEBO INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE LOSS
(expressed in thousands of United States dollars, except per share amounts)
	Three months ended<br><br>September 30,		Nine months ended<br><br>September 30,
---	---	---	---	---
	2022	2021	2022	2021
	$	$	$	$
Revenue (Note 13)	36,966	27,068	103,957	74,441
Cost of revenue (Note 14 and 15)	7,140	5,683	20,671	14,699
Gross profit	29,826	21,385	83,286	59,742
Operating expenses
General and administrative (Note 15)	7,824	6,817	22,796	21,178
Sales and marketing (Note 15)	15,523	11,142	44,150	30,708
Research and development (Note 15)	6,105	5,481	18,401	14,858
Share-based compensation (Note 11)	1,000	745	3,624	1,662
Foreign exchange (gain) loss	(10,213)	(4,765)	(11,676)	375
Depreciation and amortization (Note 5, 6 and 7)	564	501	1,731	1,464
	20,803	19,921	79,026	70,245
Operating income (loss)	9,023	1,464	4,260	(10,503)
Finance (income) expense, net (Note 9)	(1,325)	29	(1,677)	103
Other income	(21)	(21)	(64)	(64)
Income (loss) before income taxes	10,369	1,456	6,001	(10,542)
Income tax expense	95	795	583	1,631
Net income (loss) for the periods	10,274	661	5,418	(12,173)
Other comprehensive loss (income)
Item that may be reclassified subsequently to income:
Exchange loss (gain) on translation of foreign operations	10,690	4,691	12,633	(575)
Comprehensive loss	(416)	(4,030)	(7,215)	(11,598)
Income (loss) per share - basic	0.31	0.02	0.16	(0.37)
Income (loss) per share - diluted	0.30	0.02	0.16	(0.37)
Weighted average number of common shares outstanding - basic (Note 12)	33,044,250	32,834,833	33,024,887	32,809,397
Weighted average number of common shares outstanding - diluted (Note 12)	34,069,688	34,122,772	34,032,666	32,809,397

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

2

DOCEBO INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(expressed in thousands of United States dollars, except number of shares)
	Common shares		Contributed surplus	Accumulated other comprehensive income (loss)	Deficit	Total
---	---	---	---	---	---	---
	#	$	$	$	$	$
Balance, December 31, 2020	32,630,536	264,357	2,537	1,699	(68,287)	200,306
Exercise of stock options (Note 10 and 11)	147,025	548	(160)	—	—	388
Share-based compensation (Note 11)	—	—	1,662	—	—	1,662
Share issuance under employee share purchase plan (Note 10 and 11)	4,945	292	(48)	—	—	244
Comprehensive income (loss)	—	—	—	575	(12,173)	(11,598)
Balance, September 30, 2021	32,782,506	265,197	3,991	2,274	(80,460)	191,002
Balance, December 31, 2021	32,857,422	266,119	4,312	2,113	(81,888)	190,656
Exercise of stock options (Note 10 and 11)	9,179	151	(63)	—	—	88
Share-based compensation (Note 11)	—	—	3,624	—	—	3,624
Release of RSUs (Note 10 and 11)	2,800	194	(194)	—	—	—
Shares issued related to contingent consideration	15,364	700	—	—	—	700
Share issuance under employee share purchase plan (Note 10 and 11)	20,814	762	(126)	—	—	636
Comprehensive loss	—	—	—	(12,633)	5,418	(7,215)
Balance, September 30, 2022	32,905,579	267,926	7,553	(10,520)	(76,470)	188,489

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

3

DOCEBO INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(expressed in thousands of United States dollars)
	Nine months ended<br><br>September 30,
---	---	---
	2022	2021
	$	$
Cash flows (used in) from operating activities
Net income (loss)	5,418	(12,173)
Adjustments to reconcile net income (loss) to net cash from (used in) operating activities:
Depreciation and amortization	1,731	1,464
Share-based compensation	3,624	1,662
Loss on sale of assets	11	—
Unrealized foreign exchange gain	(12,215)	(199)
Income tax expense	583	(43)
Finance (income) expense, net	(1,677)	103
Changes in non-cash working capital items:
Trade and other receivables	(3,483)	(5,245)
Prepaids and deposits	190	(2,859)
Contract costs	(3,982)	(1,358)
Trade and other payables	1,578	6,877
Employee benefit obligations	467	405
Deferred revenue	8,542	8,194
Income taxes paid	(692)	(52)
Cash from (used in) operating activities	95	(3,224)
Cash flows used in investing activities
Purchase of property and equipment	(860)	(999)
Acquisition of business, net of cash acquired	(1,071)	—
Cash used in investing activities	(1,931)	(999)
Cash flows (used in) from financing activities
Payments received on net investment in finance lease	116	64
Repayment of lease obligations	(1,044)	(1,004)
Interest received	827	306
Proceeds from exercise of stock options	88	388
Proceeds from share issuance under employee share purchase plan	636	244
Payments of contingent consideration from acquisitions	(93)	—
Repayment of borrowings	—	(15)
Cash from (used in) financing activities	530	(17)
Net change in cash and cash equivalents during the period	(1,306)	(4,240)
Effect of foreign exchange on cash and cash equivalents	(1,284)	89
Cash and cash equivalents, beginning of the period	215,323	219,658
Cash and cash equivalents, end of the period	212,733	215,507

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

4

DOCEBO INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
September 30, 2022
(expressed in thousands of US dollars, except share amounts)		1	Nature of business
---	---

Docebo Inc. (the “Company” or “Docebo”) is a provider of cloud-based learning management systems. The Company was incorporated on April 21, 2016 under the laws of the Province of Ontario. The Company’s head office is located at Suite 701, 366 Adelaide Street West, Toronto, Canada, M5V 1R9.

The Company’s shares are listed on both the Toronto Stock Exchange (“TSX”), as of October 8, 2019, and the Nasdaq Global Select Market (“Nasdaq”), as of December 3, 2020, under the stock symbol “DCBO”.

The Company has the following subsidiaries:

Entity name	Country	Ownership percentage<br><br>September 30,<br><br>2022	Ownership percentage<br><br>December 31, 2021
		%	%
Docebo S.p.A	Italy	100	100
Docebo NA, Inc.	United States	100	100
Docebo EMEA FZ-LLC	Dubai	100	100
Docebo UK Limited	England	100	100
Docebo France Société par Actions Simplifiée (“Docebo France”)	France	100	100
Docebo DACH GmbH (“Docebo Germany”)	Germany	100	100
Docebo Australia Pty Ltd1 ("Docebo Australia")	Australia	100	—
Docebo Ireland Limited2	Ireland	100	—

1 On January 21, 2022, the Company acquired all of the issued and outstanding shares of Skillslive Edu Pty Ltd. (“Skillslive”), an educational consulting agency located in Melbourne, Australia. On February 2, 2022 Skillslive changed its name to Docebo Australia Pty Ltd.

2 On August 9, 2022, the Company incorporated a new subsidiary, Docebo Ireland Limited.

2	Basis of preparation

Statement of compliance

These unaudited condensed consolidated interim financial statements (“financial statements”) have been prepared by management using the same accounting policies and methods as those used in the Company’s consolidated financial statements for the year ended December 31, 2021. These unaudited condensed consolidated interim financial statements have been prepared in compliance with IAS 34 – Interim Financial Reporting. Accordingly, certain disclosures normally included in annual financial statements prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) have been omitted or condensed. These unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2021.

These financial statements were approved and authorized for issuance by the Board of Directors of the Company on November 9, 2022.

Use of estimates, assumptions and judgments

The preparation of these financial statements in conformity with IFRS requires management to make estimates, assumptions and judgments that affect the application of accounting policies and the reported amounts of assets and

DOCEBO INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

September 30, 2022

(expressed in thousands of US dollars, except share amounts)

liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results may differ from those estimates.

Estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The impact of the novel coronavirus (“COVID-19”) pandemic, with its combined health toll and sharp decline in global economic output, is unprecedented and the full extent of the impact continues to depend on future developments. These developments are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning its severity, its duration and actions by government authorities to contain the outbreak or manage its impact. The extent of the impact of COVID-19 and measures taken to contain the virus on our results of operations and overall financial performance continues to remain uncertain.

In preparing these financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of uncertainty are the same as those applied and described in the Company’s annual audited consolidated financial statements for the year ended December 31, 2021.

3	Summary of significant accounting policies

In preparing these financial statements, the significant accounting policies applied in these financial statements are the same as those applied and described in the Company’s annual audited consolidated financial statements for the year ended December 31, 2021.

4	Trade and other receivables

The Company’s trade and other receivables as at September 30, 2022 and December 31, 2021 include the following:

	2022	2021
	$	$
Trade receivables	23,713	21,985
Accrued revenues	3,084	3,241
Tax credits receivable	2,624	2,423
Other receivables	1,130	36
	30,551	27,685

Included in trade receivables is a loss allowance of $813 as at September 30, 2022 and $1,007 as at December 31, 2021.

5	Leases

The Company’s right-of-use assets by class of assets are as follows:

	Premises	Others	Total
	$	$	$
Costs
Balance – December 31, 2021	4,974	330	5,304
Additions	286	—	286
Disposals	(315)	—	(315)
Effects of foreign exchange	(528)	(41)	(569)
Balance – September 30, 2022	4,417	289	4,706

DOCEBO INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

September 30, 2022

(expressed in thousands of US dollars, except share amounts)

	Premises	Others	Total
Accumulated amortization
Balance – December 31, 2021	2,037	208	2,245
Amortization	707	51	758
Disposals	(42)	—	(42)
Effects of foreign exchange	(270)	(33)	(303)
Balance – September 30, 2022	2,432	226	2,658
Carrying value
Net balance – December 31, 2021	2,937	122	3,059
Net balance – September 30, 2022	1,985	63	2,048

The Company’s lease obligations are as follows:

	2022
	$
Balance – December 31, 2021	4,001
Additions	286
Interest accretion	207
Lease repayments	(1,044)
Effects of foreign exchange	(349)
Balance – September 30, 2022	3,101
Current	1,253
Non-current	1,848
	3,101

Expenses incurred for the three and nine months ended September 30, 2022 relating to short-term leases and leases of low-value assets were $47 and $163, respectively (2021 - $76 and $234).

DOCEBO INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

September 30, 2022

(expressed in thousands of US dollars, except share amounts)

| 6 | Property and equipment | | --- | --- || | Furniture and office equipment | Leasehold improvements | Land and Building | Total | | --- | --- | --- | --- | --- | | | $ | $ | $ | $ | | Cost | | | | | | Balance – December 31, 2021 | 2,098 | 1,830 | 359 | 4,287 | | Additions | 796 | 64 | — | 860 | | Effects of foreign exchange | (238) | (153) | (64) | (455) | | Balance – September 30, 2022 | 2,656 | 1,741 | 295 | 4,692 | | Accumulated depreciation | | | | | | Balance – December 31, 2021 | 854 | 707 | 81 | 1,642 | | Depreciation | 491 | 221 | 9 | 721 | | Effects of foreign exchange | (117) | (68) | (26) | (211) | | Balance – September 30, 2022 | 1,228 | 860 | 64 | 2,152 | | Carrying value | | | | | | Balance – December 31, 2021 | 1,244 | 1,123 | 278 | 2,645 | | Balance – September 30, 2022 | 1,428 | 881 | 231 | 2,540 | | 7 | Intangible assets | | --- | --- || | Acquired | | | | | --- | --- | --- | --- | --- | | | Customer relationships | Technology | Trademarks | Total | | | $ | $ | $ | $ | | Cost | | | | | | Balance – December 31, 2021 | 1,415 | 532 | 46 | 1,993 | | Effects of foreign exchange | (191) | (72) | (6) | (269) | | Balance – September 30, 2022 | 1,224 | 460 | 40 | 1,724 | | Accumulated amortization | | | | | | Balance – December 31, 2021 | 276 | 124 | 17 | 417 | | Amortization | 166 | 75 | 11 | 252 | | Effects of foreign exchange | (50) | (22) | (5) | (77) | | Balance – September 30, 2022 | 392 | 177 | 23 | 592 | | Carrying value | | | | | | Balance – December 31, 2021 | 1,139 | 408 | 29 | 1,576 | | Balance – September 30, 2022 | 832 | 283 | 17 | 1,132 |

DOCEBO INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

September 30, 2022

(expressed in thousands of US dollars, except share amounts)

8	Goodwill
	$
---	---
Balance – December 31, 2021	5,301
Additions	1,071
Effects of foreign exchange	(851)
Balance – September 30, 2022	5,521

On January 21, 2022, the Company acquired all of the issued and outstanding shares of Skillslive for total consideration, including a working capital adjustment, of $1,071. The acquisition of Skillslive will contribute to the expansion of the Company’s footprint in Australia and accelerate time-to-market by immediately adding specialized talent and infrastructure in the Asia-Pacific (“APAC”) region.

The acquisition has been accounted for as a business combination in accordance with IFRS 3, Business Combinations, using the acquisition method whereby the net assets acquired and the liabilities assumed are recorded at fair value. No identifiable intangible assets were acquired in connection with the acquisition of Skillslive. Goodwill arising on the acquisition reflects the benefits attributable to synergies and the estimated fair value of an assembled workforce. These benefits were not recognized separately from goodwill because they did not meet the recognition criteria for identifiable intangible assets. This goodwill is not deductible for income taxes.

9	Borrowings

Credit Facility

On June 1, 2021, the Company terminated the $15,000 committed revolving term credit facility (the “Credit Facility”) it secured from the Toronto-Dominion Bank on July 25, 2019 and repaid all accrued and unpaid interest. Unamortized financing costs of $64 were derecognized and expensed to finance (income) expense during the second quarter of 2021. Prior to termination, the balance drawn on the facility was $nil.

Finance (income) expense, net

Finance (income) expense for the three and nine months ended September 30, 2022 and 2021 is comprised of:

	Three months ended September 30,		Nine months ended September 30,
	2022	2021	2022	2021
	$	$	$	$
Interest on contingent consideration	28	19	83	55
Interest on lease obligations	63	83	207	258
Interest and amortization of deferred financing costs on credit facility	—	—	—	84
Interest income	(1,416)	(109)	(1,969)	(331)
Bank fees and other	—	36	2	37
	(1,325)	29	(1,677)	103

DOCEBO INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

September 30, 2022

(expressed in thousands of US dollars, except share amounts)

| 10 | Share capital | | --- | --- || Authorized: | | | | --- | --- | --- | | Unlimited common shares with no par value | | | | Issued and outstanding: | | | | | Number of shares | Amount | | | # | $ | | Balance – December 31, 2021 | 32,857,422 | 266,119 | | Stock option exercise | 9,179 | 151 | | RSU release | 2,800 | 194 | | Issuance of common shares related to contingent consideration (i) | 15,364 | 700 | | Share issuance under employee share purchase plan | 20,814 | 762 | | Balance – September 30, 2022 | 32,905,579 | 267,926 |

(i)    On April 28, 2022, the Company issued a total of 15,364 common shares from treasury as part of the contingent consideration earn-out payments due to the sellers of forMetris Société par Actions Simplifiée for meeting certain revenue conditions in the first year following the date of acquisition. The shares were issued based on the fair value thereof, which was determined to be $45.55 (C$58.47). The equity settlement resulted in a reduction to the contingent consideration balance as at September 30, 2022.

11	Share-based compensation

The Company has five components of its share-based compensation plan: stock options, deferred share units (“DSUs”), restricted share units (“RSUs”), performance share units (“PSUs”) and employee share purchase plan (“ESPP”). Share-based compensation expense for the three and nine months ended September 30, 2022 was $1,000 and $3,624, respectively (2021 - $745 and $1,662). The expense associated with each component is as follows:

	Three months ended September 30,		Nine months ended September 30,
	2022	2021	2022	2021
	$	$	$	$
Stock options	607	443	1,655	1,103
DSUs	233	231	632	488
RSUs	124	—	1,225	—
ESPP	36	71	112	71
	1,000	745	3,624	1,662

There were no PSUs issued and outstanding for the three and nine months ended September 30, 2022 and 2021.

The changes in the number of stock options during the nine months ended September 30, 2022 and 2021 were as

DOCEBO INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

September 30, 2022

(expressed in thousands of US dollars, except share amounts)

follows:

	2022		20211
	Number of options	Weighted average exercise price	Number of options	Weighted average exercise price
	#	C$	#	C$
Options outstanding – January 1	1,283,088	12.00	1,516,641	6.73
Options granted1	168,588	44.91	115,969	53.19
Options forfeited	(63,415)	46.41	(28,736)	14.84
Options exercised	(9,179)	14.52	(147,025)	3.37
Options outstanding – September 30	1,379,082	14.42	1,456,849	10.61
Options exercisable – September 30	887,779	4.06	814,367	2.54

1 In March 2021, the Company granted stock options to certain executives. Subsequently, the Company identified an error in determining the expected life and volatility inputs used in the Black-Scholes pricing model to calculate the fair value of options, which led to the Company determining that 63,992 excess options were granted in March 2021 to six senior executives (the “Awardees”). The granting of excess options was immaterial to the Company but the error resulted in an award of options to the Awardees that was not reasonable and appropriate to grant. During 2021, the Company amended and restated the option award agreements for those affected Awardees to reflect the issuance of the appropriate number of options.

The following table is a summary of the Company’s stock options outstanding as at September 30, 2022:

Options outstanding			Options exercisable
Exercise price range	Number outstanding	Weighted average remaining contractual life (years)	Exercise price range	Number exercisable
C$	#	#	C$	#
0.0001 - 1.09	784,368	4.71	0.0001 - 1.09	748,368
8.86 - 11.06	51,811	8.20	8.86 - 11.06	21,084
15.79 - 16.00	268,499	7.03	15.79 - 16.00	95,969
26.43 - 95.12	274,404	9.26	26.43 - 95.12	22,358
	1,379,082	6.19		887,779

The following table is a summary of the Company’s stock options outstanding as at September 30, 2021:

Options outstanding			Options exercisable
Exercise price range	Number outstanding	Weighted average remaining contractual life (years)	Exercise price range	Number exercisable
C$	#	#	C$	#
0.0001 - 1.09	784,368	5.70	0.0001 - 1.09	695,968
8.86 - 11.06	190,522	9.21	8.86 - 11.06	59,784
15.79 - 16.00	341,701	8.03	15.79 - 16.00	57,529
26.43 - 69.48	140,258	9.45	26.43 - 69.48	1,086
	1,456,849	7.17		814,367

DOCEBO INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

September 30, 2022

(expressed in thousands of US dollars, except share amounts)

DSUs

The following table presents information concerning the number of DSUs granted by the Company:

	#
DSUs – December 31, 2021	59,654
Granted (at C$38.97 - $86.93 per unit)	25,372
DSUs - September 30, 2022	85,026

RSUs

The following table presents information concerning the number of RSUs granted by the Company:

	#
RSUs – December 31, 2021	46,591
Granted (at C$40.30 - $54.26 per unit)	97,816
Released (at C$94.05 per unit)	(2,800)
Forfeited (at C$86.38 - $94.05 per unit)	(30,222)
RSUs - September 30, 2022	111,385
12	Income (loss) per share
---	---

The following table summarizes the calculation of the weighted average number of basic and diluted common shares:

	Three months ended September 30,		Nine months ended September 30,
	2022	2021	2022	2021
	#	#	#	#
Weighted average number of basic Common Shares	33,044,250	32,834,833	33,024,887	32,809,397
Share options	815,863	1,228,881	850,888	—
DSUs	84,254	59,058	68,749	—
RSUs	125,321	—	88,142	—
Weighted average number of diluted Common Shares	34,069,688	34,122,772	34,032,666	32,809,397

For the three and nine months ended September 30, 2022, nil and 15,991, respectively (three and nine months ended September 30, 2021 – nil and all share options and units, respectively) share options were excluded from the weighted average number of diluted common shares as their effect would have been anti-dilutive.

13	Revenue and related balances

Disaggregated revenue

The Company derives its revenues from two main sources, subscription to its SaaS application, and professional services revenue, which includes services such as initial implementation, project management, and training.

DOCEBO INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

September 30, 2022

(expressed in thousands of US dollars, except share amounts)

The following table represents disaggregation of revenue for the three and nine months ended September 30:

	Three months ended September 30,		Nine months ended September 30,
	2022	2021	2022	2021
	$	$	$	$
Subscription revenue	34,279	25,057	95,323	68,476
Professional services	2,687	2,011	8,634	5,965
	36,966	27,068	103,957	74,441
14	Cost of revenue
---	---

The following table represents cost of revenue for the three and nine months ended September 30:

	Three months ended September 30,		Nine months ended September 30,
	2022	2021	2022	2021
	$	$	$	$
Employee salaries and benefits	3,873	3,615	12,149	9,567
Web hosting fees	1,329	939	3,589	2,482
Third party service fees	1,763	977	4,361	2,172
Other	175	152	572	478
	7,140	5,683	20,671	14,699
15	Employee compensation
---	---

The total employee compensation comprising salaries and benefits for the three and nine months ended September 30, 2022 was $22,954 and $67,543, respectively (2021 - $18,554 and $51,520).

Employee compensation costs were included in the following expenses for the three and nine months ended September 30:

	Three months ended September 30,		Nine months ended September 30,
	2022	2021	2022	2021
	$	$	$	$
Cost of revenue	3,873	3,615	12,149	9,567
General and administrative	3,582	2,666	10,328	7,797
Sales and marketing	10,900	8,231	31,013	22,609
Research and development	4,599	4,042	14,053	11,547
	22,954	18,554	67,543	51,520
16	Related party transactions
---	---

Key management personnel are those persons having the authority and responsibility for planning, directing and controlling activities of the Company, directly or indirectly, including the Chief Executive Officer, President and

DOCEBO INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

September 30, 2022

(expressed in thousands of US dollars, except share amounts)

Chief Operating Officer, Chief Financial Officer, Chief Product Officer, Chief Corporate Development Officer, Chief Human Resource Officer, Chief Legal Officer and Directors.

Compensation expense for the Company’s key management personnel for the three and nine months ended September 30, 2022 and 2021 is as follows:

	Three months ended September 30,		Nine months ended September 30,
	2022	2021	2022	2021
	$	$	$	$
Salaries and benefits	954	916	3,099	2,824
Share-based compensation	425	486	2,106	1,110
	1,379	1,402	5,205	3,934
17	Financial instruments and risk management
---	---

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from deposits with banks and outstanding receivables. The Company trades only with recognized, creditworthy third parties. Due to the Company’s diversified customer base, there is no particular concentration of credit risk related to the Company’s trade and other receivables. Trade and other receivables are monitored on an ongoing basis to ensure timely collection of amounts. Potential effects from COVID-19 on the Company’s credit risk have been considered and have resulted in increases to its allowances for expected credit losses on customer balances. The Company continues its assessment given the fluidity of COVID-19’s global impact.

The carrying values of cash and cash equivalents, trade and other receivables, trade and other payables and borrowings approximate fair values due to the short-term nature of these items or being carried at fair value or, for borrowings, the interest rates charged approximate current market rates. The risk of material change in fair value is not considered to be significant. The Company does not use derivative financial instruments to manage this risk.

Contingent consideration is classified as a Level 3 financial instrument. The fair value of the contingent consideration was calculated using discounted cash flows. During the three and nine months ended September 30, 2022, there were no transfers of amounts between levels in the fair value hierarchy.

18	Segment information

The Company reports segment information based on internal reports used by the chief operating decision maker (“CODM”) to make operating and resource allocation decisions and to assess performance. The CODM is the Chief Executive Officer. The CODM makes decisions and assesses performance of the Company on a consolidated basis such that the Company is a single reportable operating segment.

The following tables present details on revenues derived in the following geographical locations for the three and nine months ended September 30, 2022 and 2021.

	Three months ended September 30,		Nine months ended September 30,
	2022	2021	2022	2021
	$	$	$	$
North America	28,439	19,768	78,731	53,907
Rest of World	8,527	7,300	25,226	20,534
	36,966	27,068	103,957	74,441

14

Document

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

As used in this management’s discussion and analysis of financial condition and results of operations (“MD&A”), unless the context indicates or requires otherwise, all references to the “Company”, “Docebo”, “we”, “us” or “our” refer to Docebo Inc., together with our subsidiaries, on a consolidated basis as constituted on September 30, 2022.

This MD&A for the three and nine months ended September 30, 2022 and 2021 should be read in conjunction with the Company’s unaudited condensed consolidated interim financial statements and accompanying notes thereto for the three and nine months ended September 30, 2022 and 2021, and the Company's audited annual consolidated financial statements and accompanying notes thereto for the year ended December 31, 2021. The financial information presented in this MD&A is derived from the Company’s unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2022 and 2021 which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All amounts are in thousands of United States dollars except where otherwise indicated.

This MD&A is dated as of November 9, 2022.

Forward-looking Information

This MD&A contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. Forward-looking information may relate to our future financial outlook and anticipated events or results and may include information regarding our financial position, business strategy, the ongoing impact of COVID-19, the war in Ukraine and inflation, including actions of Central banks to contain it, on our business, growth strategies, addressable markets, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Particularly, information regarding our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate is forward-looking information.

In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”, “anticipates”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or, “will”, “occur” or “be achieved”, and similar words or the negative of these terms and similar terminology. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances.

This forward-looking information includes, but is not limited to, statements regarding the Company’s business; future financial position and business strategy; the learning management industry; our growth rates and growth strategies; addressable markets for our solutions; the achievement of advances in and expansion of our platform; expectations regarding our revenue and the revenue generation potential of our platform and other products; our business plans and strategies; and our competitive position in our industry. This forward-looking information is based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Certain assumptions include: our ability to build our market share and enter new markets and industry verticals; our ability to attract and retain key personnel; our ability to maintain and expand geographic scope; our ability to execute on our expansion plans; our ability to continue investing in infrastructure to support our growth; our ability to obtain and maintain existing financing on acceptable terms; our ability to execute on profitability initiatives; currency exchange and interest rates; the impact of inflation and global macroeconomic conditions; the impact of competition; the effectiveness of mitigation strategies undertaken with respect to

COVID-19, and the severity, duration and impacts of COVID-19 on the economy and our business, which is highly uncertain and cannot reasonably be predicted; our ability to respond to the changes and trends in our industry or the global economy; and the changes in laws, rules, regulations, and global standards are material factors made in preparing forward-looking information and management’s expectations.

Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that, while considered by the Company to be appropriate and reasonable as of the date of this MD&A, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to:

•the Company’s ability to execute its growth strategies;

•the impact of changing conditions in the global corporate e-learning market;

•increasing competition in the global corporate e-learning market in which the Company operates;

•fluctuations in currency exchange rates and volatility in financial markets;

•the extent of the impact of COVID-19 on our results of operations and overall financial performance;

•changes in the attitudes, financial condition and demand of our target market;

•the Company’s ability to operate its business and effectively manage its growth under evolving macroeconomic conditions, such as high inflation and recessionary environments;

•developments and changes in applicable laws and regulations;

•fluctuations in the length and complexity of the sales cycle for our platform, especially for sales to larger enterprises; and

•such other factors discussed in greater detail under the “Risk Factors” section of our Annual Information Form dated March 9, 2022 (“AIF”), which is available under our profile on SEDAR at www.sedar.com.

If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. The opinions, estimates or assumptions referred to above and described in greater detail in “Summary of Factors Affecting our Performance” and in the “Risk Factors” section of our AIF, should be considered carefully by prospective investors.

Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this MD&A represents our expectations as of the date specified herein, and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

All of the forward-looking information contained in this MD&A is expressly qualified by the foregoing cautionary statements.

Additional information relating to Docebo, including our AIF, can be found on SEDAR at www.sedar.com.

Overview

At Docebo, our mission is to redefine the way enterprises, including their internal and external workforces, partners and customers, learn by applying new technologies to the traditional corporate Learning Management System (“LMS”) market. Founded in 2005, we provide an easy-to-use, highly configurable and affordable learning platform with the end-to-end capabilities and critical functionality needed to train internal and external workforces, partners and customers. Our solution allows our customers to take control of their desired training strategies and retain institutional knowledge, while providing efficient course delivery, tracking of learning progress, advanced reporting

tools and analytics. Our robust platform helps our customers centralize a broad range of learning materials from peer enterprises and learners into one LMS to expedite and enrich the learning process, increase productivity and grow teams uniformly.

Our platform is now used by more than 3,200 companies of all sizes, providing access to learners situated around the world in a variety of languages. Our clients range from select small local businesses, with a focus on mid-sized enterprises, to large multi-nationals, including service, financial, technology and resource-based companies and consulting firms. Our platform is sold primarily through a direct sales force with offices in Toronto, Canada, Athens, Georgia (USA), Biassono, Italy, London, United Kingdom, Paris, France, Frankfurt, Germany, and Melbourne, Australia. We also have some relationships with resellers and other channel partners, such as human resource and payroll services providers.

Docebo offers a learning suite which currently includes: (i) “Docebo Learn LMS”, (ii) “Docebo Shape”, (iii) “Docebo Content”, (iv) “Docebo Learning Impact”, (v) “Docebo Learning Analytics”, (vi) “Docebo Connect” and (vii) “Docebo Flow”.

•Docebo Learn LMS is a cloud-based learning platform that allows learning administrators to deliver scalable and flexible personalized learning experiences, from formal training to social learning, to multiple internal, external and blended audiences.

•Docebo Shape is an AI-based learning content creation tool that enables users to turn internal and external resources into engaging, multilingual microlearning content to share across their business in minutes, without needing months to master the tool.

•Docebo Content allows learning administrators to unlock the industry’s best-learning content and get high-quality, off-the-shelf learning content in front of your learners. Learning administrators can select the most impactful e-learning content by partnering with a Docebo Content specialist to help curate the right resources.

•Docebo Learning Impact is a learning measurement tool that enables learning administrators to prove and improve the impact of their training programs and validate their company’s investment in learning with optimized questionnaires, learning benchmarks and actionable next steps.

•Docebo Learning Analytics allows learning administrators to prove their learning programs are powering their business; connecting learning data to business results.

•Docebo Connect enables learning administrators to seamlessly connect Docebo to any custom tech stack, making integrations faster and more effective.

•Docebo Flow is a product that allows businesses to directly inject learning into the flow of work, helping organizations to create an ‘always-on’ learning culture.

Additional modules can also be purchased with the LMS and the Suite including: “Docebo for Salesforce”, “Docebo Embed (OEM)”, “Docebo Mobile App Publisher”, “Docebo Extended Enterprise”, and “Docebo Discover, Coach & Share”. Docebo for Salesforce is a native integration that leverages Salesforce’s API and technology architecture to produce a learning experience that remains uniform no matter the use-case. Docebo Embed (OEM) eliminates disjointed learner experiences, long development cycles and ineffective partner models by allowing original equipment manufacturers (“OEMs”) to embed and re-sell the Docebo learning suite as a part of their software, including HCM, risk management and retail/hospitality SaaS product suites. Docebo’s Mobile App Publisher product allows companies to create their own branded version of the award-winning “Docebo Go.Learn” mobile learning application and publish it as their own in Apple’s App Store, the Google Play Store or in their own Apple Store for Enterprise. Docebo Extended Enterprise breeds customer education, partner enablement, and retention by allowing customers to train multiple external audiences with a single LMS solution. Lastly, Docebo Discover, Coach & Share enhances the learning experience by going beyond the limits of formal training by bringing social learning into their LMS to create a culture of social learning.

We generate revenue primarily from the sale of our platform, which is typically sold on the basis of an annual subscription fee and prepaid on a quarterly or annual basis. We offer our customers the flexibility to choose annual or multi-year contract terms, with the majority of our enterprise customers choosing three years. This results in a relatively smooth revenue curve with good visibility into near-term revenue growth. We typically enter into subscription agreements with our customers, with pricing based on the number of active users in a measured time period, generally one month, and the number of modules requested by the customer. Our goal is to continue to grow revenues arising from our existing customer base as well as adding new subscription customers to our platform. Our business does not have significant seasonal attributes, although historically the sales in the fourth quarter have tended to be slightly stronger than the first three. The Company operates on a global basis and for this reason has decided to report its consolidated financial results in U.S. dollars notwithstanding that the Company’s functional currency is the Canadian dollar. The Company does not currently hedge its exposure to currencies different than its functional currency.

The Company’s shares are listed under the symbol “DCBO” on both the Toronto Stock Exchange, as of October 8, 2019, following the completion of its public offering in Canada (the “TSX IPO”) and the Nasdaq Global Select Market (the “Nasdaq”), as of December 3, 2020, following the completion of its initial public offering in the United States (the “Nasdaq IPO” and together with the TSX IPO, the “IPOs”).

Non-IFRS Measures and Reconciliation of Non-IFRS Measures

This MD&A makes reference to certain non-IFRS measures including key performance indicators used by management and typically used by our competitors in the software-as-a-service (“SaaS”) industry. These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore not necessarily comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. These non-IFRS measures are used to provide investors with alternative measures of our operating performance and liquidity and thus highlight trends in our business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures, including SaaS industry metrics, in the evaluation of companies in the SaaS industry. Management also uses non-IFRS measures to facilitate operating performance comparisons from period to period, the preparation of annual operating budgets and forecasts and to determine components of executive compensation. The non-IFRS measures referred to in this MD&A include “Annual Recurring Revenue”, “Adjusted EBITDA”, “Average Contract Value”, “Working Capital” and “Free Cash Flow”.

Key Performance Indicators

We recognize subscription revenues ratably over the term of the subscription period under the provisions of our agreements with customers. The terms of our agreements, combined with high customer retention rates, provides us with a significant degree of visibility into our near-term revenues. Management uses a number of metrics, including the ones identified below, to measure the Company’s performance and customer trends, which are used to prepare financial plans and shape future strategy. Our key performance indicators may be calculated in a manner different than similar key performance indicators used by other companies.

Annual Recurring Revenue. We define Annual Recurring Revenue as the annualized equivalent value of the subscription revenue of all existing contracts (including OEM contracts) as at the date being measured, excluding non-recurring revenues from implementation, support and maintenance fees. Our customers generally enter into one to three year contracts which are non-cancellable or cancellable with penalty. Accordingly, our calculation of Annual Recurring Revenue assumes that customers will renew the contractual commitments on a periodic basis as those commitments come up for renewal. Subscription agreements may be subject to price increases upon renewal reflecting both inflationary increases and the additional value provided by our solutions. In addition to the expected increase in subscription revenue from price increases over time, existing customers may subscribe for additional features, learners or services during the term. We believe that this measure provides a fair real-time measure of

performance in a subscription-based environment. Annual Recurring Revenue provides us with visibility for consistent and predictable growth to our cash flows. Our strong total revenue growth coupled with increasing Annual Recurring Revenue indicates the continued strength in the expansion of our business and will continue to be our focus on a go-forward basis.

Average Contract Value. Average Contract Value is calculated as total Annual Recurring Revenue divided by the number of active customers.

Annual Recurring Revenue and Average Contract Value as at September 30 was as follows:

	2022	2021	Change	Change %
Annual Recurring Revenue (in millions of US dollars)	144.6	103.5	41.1	39.7%
Average Contract Value (in thousands of US dollars)	44.6	39.3	5.3	13.5%

Adjusted EBITDA

Adjusted EBITDA is defined as net income (loss) excluding taxes (if applicable), net finance (income) expense, depreciation and amortization, loss on disposal of assets (if applicable), share-based compensation and related payroll taxes, foreign exchange gains and losses, acquisition related compensation and transaction related expenses.

The IFRS measure most directly comparable to Adjusted EBITDA presented in our financial statements is net income (loss).

The following table reconciles Adjusted EBITDA to net income (loss) for the periods indicated:

	Three months ended September 30,		Nine months ended September 30,
	2022	2021	2022	2021
	$	$	$	$
Net income (loss) for the period	10,274	661	5,418	(12,173)
Finance (income) expense, net(1)	(1,325)	29	(1,677)	103
Depreciation and amortization(2)	564	501	1,731	1,464
Income tax expense	95	795	583	1,631
Share-based compensation(3)	1,000	745	3,745	1,662
Other income(4)	(21)	(21)	(64)	(64)
Foreign exchange (gain) loss(5)	(10,213)	(4,765)	(11,676)	375
Acquisition related compensation(6)	256	102	868	306
Transaction related expenses(7)	—	—	101	259
Adjusted EBITDA	630	(1,953)	(971)	(6,437)

Notes:

(1)Finance (income) expense, net, is primarily related to interest income earned on the net proceeds from the IPOs as the funds are invested in short-term cash equivalents which is offset by interest expenses incurred on the Credit Facility (as defined herein), lease obligations and contingent consideration.

(2)Depreciation and amortization expense is primarily related to depreciation expense on right-of-use assets (“ROU assets”), property and equipment and acquired intangible assets.

(3)These expenses represent non-cash expenditures recognized in connection with the issuance of share-based compensation to our employees and directors and cash payroll taxes paid on gains earned by option holders when stock options are exercised.

(4)Other income is primarily comprised of rental income from subleasing office space.

(5)These non-cash gains and losses relate to foreign exchange translation.

(6)These costs represent acquisition related retention incentives associated with the achievement of both yearly performance milestones and continued employment for employees of the acquiree.

(7)These expenses relate to professional, legal, consulting, accounting and other fees related to acquisition activities and the Nasdaq IPO in December 2020 that would otherwise have not been incurred and are not considered an expense indicative of continuing operations.

See “Liquidity, Capital Resources and Financing - Working Capital” and “Liquidity, Capital Resources and Financing - Free Cash Flow” in this MD&A for an explanation of Working Capital and Free Cash Flow (and, in the case of Free Cash Flow, a reconciliation of such measure to the most directly comparable IFRS measure presented in our financial statements).

Summary of Factors Affecting Our Performance

We believe that the growth and future success of our business depends on many factors, including those described below. While each of these factors presents significant opportunities for our business, they also pose important challenges, some of which are discussed below and in the “Risk Factors” section of the AIF.

Market adoption of our SaaS platform

We intend to continue to drive adoption of our SaaS platform by scaling our solutions to meet the needs of both new and existing customers. We believe that there is significant potential to increase penetration of our total addressable market and attract new customers. We plan to do this by further developing our products and services as well as continuing to invest in marketing strategies tailored to attract new businesses to our platform, both in our existing geographies and new markets around the world. We plan to continue to invest in our platform to expand our customer base and drive market adoption. The success of our operations may fluctuate as we make these investments.

Up-selling with existing customers

Our existing customers represent a significant opportunity to up-sell additional functionality with limited incremental sales and marketing expense. We plan to continually invest in product development and sales and marketing to add additional solutions to our platform as well as increase the usage and awareness of our platform. Our future revenue growth and our ability to achieve and maintain profitability is dependent upon our ability to maintain existing customer relationships and to continue to expand our customers’ use of our platform.

The length and complexity of our sales cycle may fluctuate significantly which could result in significant fluctuations in revenues being recognized from quarter to quarter

The decision by a customer to use our platform may involve a comprehensive implementation process across the customer's network or networks. As a result, use of our platform and any related professional services may entail a significant commitment of resources by prospective customers, accompanied by the attendant risks and delays frequently associated with significant technology implementation projects. Given the investment and commitment of resources required by an organization to implement our platform, in particular of larger enterprise customers, our sales cycle may be longer compared to other companies within our industry, as well as companies in other industries. If there is a reduction in information technology spending, due to weak economic conditions or otherwise, it may take several months, or even several quarters, for marketing opportunities to materialize. In addition, sales cycles for larger enterprise customers are inherently more complex and less predictable than sales to small to mid-sized businesses. If a customer's decision to purchase our platform is delayed or if the implementation of our platform takes longer than originally anticipated, the date on which we may recognize revenues from these licenses or sales may be delayed. Such delays and fluctuations may cause our revenues to be lower than expected in a particular period and we may not be able to adjust our costs quickly enough to offset such lower revenues, potentially negatively impacting our business, operating results and financial condition.

Scaling our sales and marketing team

Our ability to achieve significant growth in future revenue will largely depend upon the effectiveness of our sales and marketing efforts. The majority of our sales and marketing efforts are accomplished in-house and we believe the

strength of our sales and marketing team is critical to our success. We have invested, and intend to continue to invest meaningfully, in the expansion of our sales force and consequently, we anticipate that our headcount will continue to increase as a result of these investments.

Foreign currency

The Company’s functional currency is Canadian dollars, the functional currency for our subsidiaries is the local currency of the country the foreign operation is located in and our presentation currency is the U.S. dollar. Our results of operations are converted from our functional currency to U.S. dollars using the average foreign exchange rates for each period presented. As a result, our results of operations will be adversely impacted by a decrease in the value of the U.S. dollar relative to the Euro and Canadian dollar. See “Risk Factors” section of our AIF for a discussion on exchange rate fluctuations and their potential negative effect on our results of operations.

Natural disasters, public health crises, political crises, or other catastrophic events

Natural disasters, such as earthquakes, hurricanes, tornadoes, floods, and other adverse weather and climate conditions; unforeseen public health crises such as the global outbreak of COVID-19, and other pandemics and epidemics; political crises, such as terrorist attacks, war, including the current war in Ukraine, and other political instability; or other catastrophic events, could disrupt our operations in any of our offices or the operations of one or more of our third-party providers and vendors. To the extent any of these events occur, our business and results of operations could be adversely affected. For example, the outbreak of COVID-19 in early 2020 may have had and could continue to have an adverse effect our employees and customers. However, the impact of COVID-19, with its combined health toll and sharp decline in global economic output, is unprecedented in modern history and the full extent of the impact will depend on future developments. These developments are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning its severity, its duration and actions by government authorities to contain the outbreak or manage its impact. In response to the pandemic, we have modified our business practices with a focus on the health and well-being of our workforce in all of our offices which is working remotely where required by local law or regulation and has been, depending on personal preferences and circumstances, provided with the flexibility to continue working remotely when such laws or regulations are lifted. The extent of the impact of COVID-19 and measures taken to contain the virus on our results of operations and overall financial performance remains uncertain.

If we fail to retain key employees or to recruit qualified technical and sales personnel, our business could be harmed.

We believe that our success depends on the continued employment of our senior management and other key employees. In addition, because our future success is dependent on our ability to continue to enhance and introduce new platform features, we are heavily dependent on our ability to attract and retain qualified personnel with the requisite education, background, and industry experience. As we expand our business, our continued success will also depend, in part, on our ability to attract and retain qualified sales, marketing, and operational personnel capable of supporting a larger and more diverse customer base. We and our competitors continue to face significant turnover in our employee base. Qualified individuals are in high demand in our industry, and we may incur significant costs to attract and retain them. The loss of the services of a significant number of our technology or sales personnel could be disruptive to our business development efforts or customer relationships. In addition, if any of our key employees joins a competitor or decides to otherwise compete with us, we may experience a material disruption of our operations and business strategy, which may cause us to lose customers or increase operating expenses and may divert our attention as we seek to recruit replacements for the departed employees. Further, changes we make to our current and future work environments (including in connection with COVID-19, such as remote or in-office environments and health and safety matters) may not meet the needs or expectations of our employees or may be perceived as less favourable compared to other companies’ policies, which could negatively impact our ability to hire and retain qualified personnel. Our future work strategy and continued efforts related to employee onboarding, training and development and retention may not be successful. Further, our future work strategy is continuing to evolve and may not meet the needs of our existing and potential future employees and they may prefer work models offered by other companies.

Key Components of Results of Operations

Docebo has always been operated and managed as a single economic entity, notwithstanding the fact that it has operations in several different countries. There is one management team that directs the activities of all aspects of the Company and it is managed globally through global department heads. As a result, we believe that we have one operating segment, being the consolidated company. Over time, this may change as the Company grows and when this occurs we will reflect the change in our reporting practice.

Revenue

We generate revenue from the following two primary sources:

•Recurring Subscriptions to Our Learning Platform and Related Products. Our customers enter into agreements that provide for recurring subscription fees. The majority of the customer agreements currently being entered into have a term of one to three years and are non-cancellable or cancellable with penalty. We recognize revenue from our OEM partnerships based on the monthly royalty payments earned on the basis of our contractual arrangement. Subscription revenue per contract will vary depending upon the particular products that each customer subscribes for, the number and type of learners intended to utilize the platform and the term of the agreement. Subscription revenue is typically recognized evenly over the enforceable term of a contract, commencing on the in-service date.

•Professional Services. Our customers generally require support in implementing our product and training their learners. This support can include system integration, application integration, learner training and any required process-change analysis. Normally, these services are purchased at the same time as the original customer agreement is completed and while they are usually delivered during the 60-120 days immediately following the effective date of the customer agreement, timing can vary. As a result, unlike the recognition of recurring subscription revenue, the recognition of professional service revenue can be recorded unevenly from period to period. When customer agreements are renewed, there is not typically a need for additional professional services so as overall revenue increases over time, the percentage of revenue that is generated from professional services will decrease. Revenues derived from professional services are recognized over the term that the service is provided.

Our agreements generally do not contain any cancellation or refund provisions without penalty, other than in the case of our default.

Cost of Revenue

Cost of revenue is comprised of costs related to provisioning and hosting our learning platform and related products, the delivery of professional services, and customer support. Significant expenses included in cost of revenue include employee salaries and benefits expenses, web hosting fees, third party service fees, and software costs. Share-based compensation and depreciation and amortization are excluded.

Operating Expenses

Our primary operating expenses are as follows:

•General and Administrative. General and administrative expenses consist of employee salaries and benefits expenses for our finance, legal, administrative, human resources, and information technology and security teams. These costs also include consulting and professional service fees, transaction costs related to our acquisitions, software, travel, general office and administrative expenses, credit impairment losses, as well as public company costs including directors and officers liability insurance.

•Sales and Marketing. Sales and marketing expenses are comprised primarily of employee salaries and benefits expenses for our sales and marketing teams, amortization of contract acquisition costs, software, travel and advertising and marketing events. We intend to continue to grow our sales and marketing teams to support our

growth strategy. While these expenses may fluctuate from year to year, we expect sales and marketing expenses to increase consistent with our overall growth.

•Research and Development. Research and development expenses are comprised primarily of employee salaries and benefits for our product and innovation-related functions (net of tax credits), consulting and professional fees, software, travel and web hosting fees. Our research and development team is focused on both continuous improvement of our existing learning platform, as well as developing new product modules and features. In the immediate future, as Docebo’s growth continues, we expect our research and development costs to increase proportionately, however, over time we believe it is reasonable to expect that they will decline as a percentage of revenue.

•Share-based Compensation. Share-based compensation expenses are comprised of the value of stock options granted to employees expensed over the vesting period of the options, deferred share units (“DSUs”), restricted stock units (“RSUs”) and shares issued pursuant to the Employee Share Purchase Plan (“ESPP”). In addition, the Company’s board of directors may fix, from time to time, a portion of the total compensation (including an annual retainer) paid by the Company to a director in a calendar year for service on the Board (the “Director Fees”) and directors may elect to receive a portion of their total compensation (including cash retainer) in the form of DSUs.

•Foreign Exchange (Gain) Loss. Foreign exchange (gain) loss primarily relates to translation of monetary assets and liabilities denominated in foreign currencies being translated into functional currencies at the foreign exchange rate applicable at the end of each period.

•Depreciation and Amortization. Depreciation and amortization expense primarily relates to depreciation on property and equipment, and amortization of ROU assets and intangible assets. Property and equipment are comprised of furniture and office equipment, leasehold improvements and land and building. ROU assets are comprised of capitalized leases. Intangible assets are comprised of acquired intangible assets.

Other Expenses

•Finance (Income) Expense, net. These costs include accretion of interest on contingent consideration, amortization of financing costs and interest on the credit facility from Toronto-Dominion Bank (the “Credit Facility”), interest on lease obligations, bank fees less interest income.

•Other Income. Other income is primarily comprised of rental income from subleasing office space.

Results of Operations

The following table outlines our consolidated statements of income (loss) and comprehensive loss for the periods indicated:

	Three months ended September 30,		Nine months ended September 30,
	2022	2021	2022	2021
	$	$	$	$
Revenue	36,966	27,068	103,957	74,441
Cost of revenue	7,140	5,683	20,671	14,699
Gross profit	29,826	21,385	83,286	59,742
Operating expenses
General and administrative	7,824	6,817	22,796	21,178
Sales and marketing	15,523	11,142	44,150	30,708
Research and development	6,105	5,481	18,401	14,858
Share-based compensation	1,000	745	3,624	1,662
Foreign exchange (gain) loss	(10,213)	(4,765)	(11,676)	375
---	---	---	---	---
Depreciation and amortization	564	501	1,731	1,464
	20,803	19,921	79,026	70,245
Operating income (loss)	9,023	1,464	4,260	(10,503)
Finance (income) expense, net	(1,325)	29	(1,677)	103
Other income	(21)	(21)	(64)	(64)
Income (loss) before income taxes	10,369	1,456	6,001	(10,542)
Income tax expense	95	795	583	1,631
Net income (loss) for the period	10,274	661	5,418	(12,173)
Other comprehensive loss (income)
Item that may be reclassified subsequently to income:
Exchange loss (gain) on translation of foreign operations	10,690	4,691	12,633	(575)
Comprehensive loss	(416)	(4,030)	(7,215)	(11,598)
Income (loss) per share - basic	0.31	0.02	0.16	(0.37)
Income (loss) per share - diluted	0.30	0.02	0.16	(0.37)
Weighted average number of common shares outstanding - basic	33,044,250	32,834,833	33,024,887	32,809,397
Weighted average number of common shares outstanding - diluted	34,069,688	34,122,772	34,032,666	32,809,397

Review of Operations for the three and nine months ended September 30, 2022

Revenue

	Three months ended September 30,					Nine months ended September 30,
	2022	2021	Change	Change		2022	2021	Change	Change
	$	$	$	%		$	$	$	%
Subscription Revenue	34,279	25,057	9,222	37	%	95,323	68,476	26,847	39	%
Professional Services	2,687	2,011	676	34	%	8,634	5,965	2,669	45	%
Total Revenue	36,966	27,068	9,898	37	%	103,957	74,441	29,516	40	%

Revenue increased from $27.1 million to $37.0 million or 37% for the three months ended September 30, 2022 as compared to the equivalent period in the prior year. For the nine months ended September 30, 2022 and 2021 revenues were $104.0 million and $74.4 million, respectively, an increase of $29.5 million or 40%. The revenue increase in both periods was primarily attributable to revenue from new customers, as well as up-selling to existing customers, as the number of customers rose from 2,636 as at September 30, 2021 to 3,245 as at September 30, 2022 and the Average Contract Value per customer increased from approximately $39 thousand as at September 30, 2021 to approximately $45 thousand as at September 30, 2022. Average Contract Value is calculated as total Annual Recurring Revenue divided by the number of active customers. Average Contract Value is not a recognized measure under IFRS. See “Non-IFRS Measures and Reconciliation of Non-IFRS Measures”. All references to the number of customers or companies we serve is based on contracted customers, including underlying OEM customers.

Subscription revenue increased from $25.1 million to $34.3 million or 37% in the third quarter of 2022 as compared to the same quarter in 2021 and from $68.5 million to $95.3 million or 39% for the nine months ended September 30, 2022 as compared to the same period in the prior year. Revenues from professional services increased by $0.7

million or 34% in the third quarter of 2022 as compared to the same quarter in 2021 and increased by $2.7 million or 45% for the nine months ended September 30, 2022 as compared to the same period in the prior year.

Cost of Revenue

	Three months ended September 30,					Nine months ended September 30,
	2022	2021	Change	Change		2022	2021	Change	Change
			$	%				$	%
Cost of revenue	7,140	5,683	1,457	26	%	20,671	14,699	5,972	41	%
Percentage of total revenue	19.3	21.0				19.9	19.7

All values are in US Dollars.

Cost of revenue increased from $5.7 million to $7.1 million or 26% for the three months ended September 30, 2022 as compared to the equivalent period in the prior year and increased from $14.7 million to $20.7 million or 41% for the nine months ended September 30, 2022 as compared to the equivalent period in the prior year. The period over period increases in cost of revenue were primarily driven by the Company’s continued investment in headcount related to customer success and implementation to support the delivery of new customer implementations and the roll out of the Company’s multi-product strategy. Web hosting fees and third party service fees also increased as a result of higher revenues.

Gross Profit

	Three months ended September 30,					Nine months ended September 30,
	2022	2021	Change	Change		2022	2021	Change	Change
			$	%				$	%
Gross profit	29,826	21,385	8,441	39	%	83,286	59,742	23,544	39	%
Percentage of total revenue	80.7	79.0				80.1	80.3

All values are in US Dollars.

Gross profit, being revenue less cost of revenues, increased from $21.4 million to $29.8 million and increased to 80.7% of revenue for the three months ended September 30, 2022 from 79.0% of revenue for the three months ended September 30, 2021. For the nine months ended September 30, 2022, gross profit increased from $59.7 million to $83.3 million and generally remained flat at 80.1% of revenue compared to 80.3% in the prior year’s equivalent nine month comparative period.

Operating Expenses

	Three months ended September 30,					Nine months ended September 30,
	2022	2021	Change	Change		2022	2021	Change	Change
	$	$	$	%		$	$	$	%
General and administrative	7,824	6,817	1,007	15	%	22,796	21,178	1,618	8	%
Sales and marketing	15,523	11,142	4,381	39	%	44,150	30,708	13,442	44	%
Research and development	6,105	5,481	624	11	%	18,401	14,858	3,543	24	%
Share-based compensation	1,000	745	255	34	%	3,624	1,662	1,962	118	%
Foreign exchange (gain) loss	(10,213)	(4,765)	(5,448)	114	%	(11,676)	375	(12,051)	(3,214)	%
Depreciation and amortization	564	501	63	13	%	1,731	1,464	267	18	%
Total operating expenses	20,803	19,921	882	4	%	79,026	70,245	8,781	13	%

General and Administrative Expenses

	Three months ended September 30,					Nine months ended September 30,
	2022	2021	Change	Change		2022	2021	Change	Change
			$	%				$	%
General and administrative	7,824	6,817	1,007	15	%	22,796	21,178	1,618	8	%
Percentage of total revenue	21.2	25.2				21.9	28.4

All values are in US Dollars.

General and administrative expenses increased from $6.8 million to $7.8 million or 15% for the three months ended September 30, 2022 as compared to the equivalent period in the prior year and increased from $21.2 million to $22.8 million or 8% for the nine months ended September 30, 2022 as compared to the equivalent period in the prior year. The increase is primarily due to higher employee compensation-related expenses including severance costs, as well as software and IT licensing costs in connection with an increase in personnel required to support the Company’s growing operations. Additionally, the reopening of our global offices resulted in higher office and travel expenditures. Our general and administrative expenses as a percentage of total revenue decreased from 25.2% to 21.2% for the three months ended September 30, 2021 and September 30, 2022, respectively, and decreased from 28.4% to 21.9% for the nine months ended September 30, 2021 and September 30, 2022, respectively.

Sales and Marketing Expenses

	Three months ended September 30,					Nine months ended September 30,
	2022	2021	Change	Change		2022	2021	Change	Change
			$	%				$	%
Sales and marketing	15,523	11,142	4,381	39	%	44,150	30,708	13,442	44	%
Percentage of total revenue	42.0	41.2				42.5	41.3

All values are in US Dollars.

Sales and marketing expenses increased from $11.1 million to $15.5 million or 39% for the three months ended September 30, 2022 as compared to the equivalent period in the prior year and increased from $30.7 million to $44.2 million or 44% for the nine months ended September 30, 2022 as compared to the equivalent period in the prior year. The increase was due to the Company’s continued focus on growing its subscription revenue in multiple jurisdictions resulting in an increase in headcount and related employee salaries and benefits as well as an increase in marketing, advertising and travel related spend. The growth in headcount is required to support our sales expansion in new markets and service the Company’s growing customer base. We will continue to grow our sales and marketing team and incrementally invest in advertising and marketing events for so long as we can efficiently increase our revenue base. Our sales and marketing expenses as a percentage of total revenue increased from 41.2% to 42.0% for the three months ended September 30, 2021 and September 30, 2022, respectively, and increased from 41.3% to 42.5% for the nine months ended September 30, 2021 and September 30, 2022, respectively.

Our sales and marketing expenses as a percentage of total revenue will fluctuate quarterly within any given year based on the timing of advertising and marketing events; therefore, expressing sales and marketing expenses as a percentage of total revenue for any given quarter is not necessarily indicative of annual results. As we grow, these fluctuations in sales and marketing expenses as a percentage of total revenue which are attributable to the fluctuations in the timing of advertising and marketing events will moderate. Our medium to long-term expectation for sales and marketing expense as a percentage of total revenue is to be in the 35% to 40% range.

Research and Development Expenses

	Three months ended September 30,					Nine months ended September 30,
	2022	2021	Change	Change		2022	2021	Change	Change
			$	%				$	%
Research and development	6,105	5,481	624	11	%	18,401	14,858	3,543	24	%
Percentage of total revenue	16.5	20.2				17.7	20.0

All values are in US Dollars.

Research and development expenses increased from $5.5 million to $6.1 million or 11% for the three months ended September 30, 2022 as compared to the equivalent period in the prior year and increased from $14.9 million to $18.4 million or 24% for the nine months ended September 30, 2022 as compared to the equivalent period in the prior year. The increase in the current year periods were due to the Company’s continued focus on maintaining and improving its platform and developing new products. The majority of the increases in costs were driven by headcount growth resulting in higher salaries and benefit costs. These increases were offset by favourable year-over-year changes in foreign exchange rates, which resulted in a lower research and development expense as a percentage of revenue when compared to the prior year comparative periods. On an absolute basis, we expect that research and development expenses will likely continue to grow as the Company maintains its efforts to keep its product at the leading edge of learning technology but will likely decrease as a percentage of revenue over time. Our research and development expenses as a percentage of total revenue decreased from 20.2% to 16.5% for the three months ended September 30, 2021 and September 30, 2022, respectively, and decreased from 20.0% to 17.7% for the nine months ended September 30, 2021 and September 30, 2022, respectively.

Share-Based Compensation

	Three months ended September 30,					Nine months ended September 30,
	2022	2021	Change	Change		2022	2021	Change	Change
			$	%				$	%
Share-based compensation	1,000	745	255	34	%	3,624	1,662	1,962	118	%
Percentage of total revenue	2.7	2.8				3.5	2.2

All values are in US Dollars.

Share-based compensation expense increased from $745 to $1,000 or 34% for the three months ended September 30, 2022 as compared to the equivalent period in the prior year and increased from $1,662 to $3,624 or 118% for the nine months ended September 30, 2022 as compared to the equivalent period in the prior year. The increase is driven by stock options and RSUs granted during the year along with quarterly DSU expenses and expenses incurred related to the ESPP.

Foreign Exchange (Gain) Loss

	Three months ended September 30,					Nine months ended September 30,
	2022	2021	Change	Change		2022	2021	Change	Change
			$	%				$	%
Foreign exchange (gain) loss	(10,213)	(4,765)	(5,448)	114	%	(11,676)	375	(12,051)	(3,214)	%
Percentage of total revenue	(27.6)	(17.6)				(11.2)	0.5

All values are in US Dollars.

Foreign exchange (gain) loss primarily relates to translation of monetary assets and liabilities denominated in foreign currencies into functional currencies at the foreign exchange rate applicable at the end of each period. The Company invested the proceeds from the TSX IPO, the bought deal offering of common shares of the Company which closed on August 27, 2022 (the “Bought Deal”) and the Nasdaq IPO in cash equivalent denominated in United States dollars. As a result of the movement of the United States dollar in comparison to the Canadian dollar, the Company’s functional currency, an unrealized foreign exchange gain was recorded for the three and nine months ended September 30, 2022 which represents a significant portion of the movement during the periods.

Depreciation and Amortization

	Three months ended September 30,					Nine months ended September 30,
	2022	2021	Change	Change		2022	2021	Change	Change
			$	%				$	%
Depreciation and amortization	564	501	63	13	%	1,731	1,464	267	18	%
Percentage of total revenue	1.5	1.9				1.7	2.0

All values are in US Dollars.

Depreciation and amortization expense increased from $501 to $564 or 13% for the three months ended September 30, 2022 as compared to the equivalent period in the prior year and increased from $1,464 to $1,731 or 18% for the nine months ended September 30, 2022 as compared to the equivalent period in the prior year. The increase in depreciation and amortization expense is primarily due to the purchase of furniture and fixtures and office lease extensions as a result of the continued growth of the Company’s personnel.

Non-operating Items

	Three months ended September 30,					Nine months ended September 30,
	2022	2021	Change	Change		2022	2021	Change	Change
	$	$	$	%		$	$	$	%
Finance (income) expense	(1,325)	29	(1,354)	(4,669)	%	(1,677)	103	(1,780)	(1,728)	%
Other income	(21)	(21)	—	—	%	(64)	(64)	—	—	%

Finance (Income) Expense, net

Finance (income) expense, net, increased from an expense of $29 to income of $1,325 for the three months ended September 30, 2022 as compared to the equivalent period in the prior year and increased from an expense of $103 to income of $1,677 for the nine months ended September 30, 2022 as compared to the equivalent period in the prior year. The increase is attributed to the interest income earned on the proceeds from the IPOs which have been placed in cash and cash equivalents that include short-term investments in highly liquid marketable securities, having a term to maturity of less than one year, and earning interest income.

Other Income

Other income is primarily comprised of rental income from subleasing office space and has remained flat period over period.

Key Statement of Financial Position Information

	September 30,<br><br>2022	December 31,<br><br>2021	Change	Change
	$	$	$	%
Cash and cash equivalents	212,733	215,323	(2,590)	(1)	%
Total assets	270,666	268,123	2,543	1	%
Total long-term liabilities	7,180	8,294	(1,114)	(13)	%
Total liabilities	82,177	77,467	4,710	6	%

Total Assets

September 30, 2022 compared to December 31, 2021

Total assets increased $2.5 million or 1% from December 31, 2021 to September 30, 2022. The movement in assets was driven by an increase in contract costs and trade and other receivables offset by a reduction in cash and cash equivalents, ROU assets, and prepaid and deposits. The increase in contract costs and trade and other receivables of $3.8 million and $2.9 million, respectively, was a result of higher revenue recognized and corresponding capitalized sales commissions and contract fulfillment costs. These increases were offset by a decrease in cash and cash equivalents of $2.6 million used to support operating and investing activities while ROU assets and prepaid and deposits decreased by $1.0 million and $0.8 million, respectively.

Total Liabilities

September 30, 2022 compared to December 31, 2021

Total liabilities increased $4.7 million or 6% from December 31, 2021 to September 30, 2022. The majority of the increase was due to an increase in deferred revenue of $6.6 million reflecting a corresponding growth in revenue offset by a reduction in trade and other payables and lease obligations of $1.0 million and $0.9 million, respectively.

Quarterly Results of Operations

The following table sets forth selected unaudited quarterly statements of operations data for each of the eight quarters ended December 31, 2020 to ended September 30, 2022. The information for each of these quarters has been prepared on the same basis as the audited annual financial statements for the year ended December 31, 2021 and the unaudited condensed consolidated interim financial statements for the period ended September 30, 2022. This data should be read in conjunction with our audited annual financial statements for the year ended December 31, 2021 and the unaudited condensed consolidated interim financial statements for the period ended September 30, 2022. These quarterly operating results are not necessarily indicative of our operating results for a full year or any future period.

	Three months ended
(In thousands of US dollars, except per share data)	Q3 2022	Q2 2022	Q1 2022	Q4 2021	Q3 2021	Q2 2021	Q1 2021	Q4 2020
	$	$	$	$	$	$	$	$
Revenue	36,966	34,936	32,055	29,801	27,068	25,631	21,742	18,756
Net income (loss) before income taxes	10,369	2,462	(6,830)	(2,887)	1,456	(6,397)	(5,601)	(4,521)
Net income (loss) attributable to equity owners of the Company	10,274	2,103	(6,959)	(1,428)	661	(7,190)	(5,644)	(4,103)
Income (loss) per share - basic	0.31	0.06	(0.21)	(0.04)	0.02	(0.22)	(0.17)	(0.14)
Income (loss) per share - diluted	0.30	0.06	(0.21)	(0.04)	0.02	(0.22)	(0.17)	(0.14)

Revenue

Our total quarterly revenue increased sequentially for all periods presented which was primarily attributable to revenue from new customers, strong revenue retention and up-selling from existing customers, and delivery of professional services to customers. We cannot provide assurance that this pattern of sequential growth in revenue will continue.

Net Income (Loss)

Net income (loss) has improved relative to preceding periods. The income generated was primarily attributable to an unrealized gain in foreign exchange due to the weakening of the Canadian dollar coupled with higher revenue growth while operating costs have remained relatively consistent as a percentage of revenue period over period.

Liquidity, Capital Resources and Financing

Overview

The general objectives of our capital management strategy are to preserve our capacity to continue operating, provide benefits to our stakeholders and provide an adequate return on investment to our shareholders by selling our platform and services at a price that is commensurate with the level of operating risk we assume. We thus determine the total amount of capital required consistent with risk levels. This capital structure is adjusted on a timely basis depending on changes in the economic environment and risks of the underlying assets. We are not subject to any externally imposed capital requirements.

Working Capital

Our primary source of cash flow is revenue from operations and equity capital raises totaling $225.4 million including net proceeds from the IPOs and the Bought Deal. Our approach to managing liquidity is to ensure, to the extent possible, that we always have sufficient liquidity to meet our liabilities as they become due. We do so by monitoring cash flow and performing budget-to-actual analysis on a regular basis.

Working Capital(1) as at September 30, 2022 and 2021 was $177.3 million and $183.5 million, respectively. Working Capital is defined as current assets, excluding the current portion of the net investment in finance lease and contract costs, minus current liabilities, excluding borrowings, if any, and the current portion of contingent consideration and lease obligations.

The following table represents the Company’s Working Capital position as at September 30, 2022 and 2021:

	2022	2021
	$	$
Current assets	252,216	244,052
Deduct:
Current portion of net investment in finance lease	172	82
Current portion of contract costs	2,210	2,079
Current assets, net of net investment in finance lease and contract costs	249,834	241,891
Current liabilities	74,997	60,136
Deduct:
Current portion of contingent consideration	1,168	467
Current portion of lease obligations	1,253	1,318
Current liabilities, net of borrowings, contingent consideration and lease obligations	72,576	58,351
Working capital	177,258	183,540

Notes:

(1)Working capital is not a recognized measure under IFRS. See “Non-IFRS Measures and Reconciliation of Non-IFRS Measures”.

Our principal cash requirements are for Working Capital. Given our existing cash and cash equivalents, along with net proceeds obtained from our capital raises as described above, we believe there is sufficient liquidity to meet our current and short-term growth requirements in addition to our long-term strategic objectives, and as a result we terminated the Credit Facility on June 1, 2021.

Base Shelf Prospectus

On October 22, 2020, the Company filed a short form base shelf prospectus with securities regulatory authorities in each of the provinces and territories of Canada to allow us and certain of our shareholders to qualify the distribution by way of prospectus in Canada of up to C$750 million of common shares, preferred shares, debt securities, subscription receipts, warrants, units, or any combination thereof, during the 25-month period that the base shelf prospectus is effective.

Cash Flows

The following table presents cash and cash equivalents as at September 30, 2022 and 2021, and cash flows from operating, investing, and financing activities for the three and nine months ended September 30, 2022 and 2021:

	Three months ended September 30,		Nine months ended September 30,
	2022	2021	2022	2021
	$	$	$	$
Cash and cash equivalents	212,733	215,507	212,733	215,507
Net cash provided by (used in):
Operating activities	975	(411)	95	(3,224)
Investing activities	(351)	(627)	(1,931)	(999)
Financing activities	359	228	530	(17)
Effect of foreign exchange on cash and cash equivalents	(585)	3	(1,284)	89
Net increase (decrease) in cash and cash equivalents	398	(807)	(2,590)	(4,151)

Cash Flows from (Used in) Operating Activities

Cash flows from operating activities for the three months ended September 30, 2022 were $1.0 million compared to cash flows used in operating activities of $(0.4) million for the three months ended September 30, 2021. Improved income before non-cash items in the third quarter of 2022 as compared to the same period in the prior year was mainly due to higher revenue, improvement in our gross margin and lower general and administrative and research and development costs as a percentage of revenue resulting in cash flows generated from operating activities.

Cash flows from operating activities for the nine months ended September 30, 2022 were $0.1 million compared to cash flows used in operating activities of $(3.2) million for the nine months ended September 30, 2021. The increase in cash flows generated from operating activities was driven by improved income before non-cash items as a result of stronger revenues while costs remained relatively consistent as a percentage of revenue compared to the same period in the prior year.

Cash Flows Used in Investing Activities

Cash flows used in investing activities for the three months ended September 30, 2022 were $(0.4) million compared to $(0.6) million for the three months ended September 30, 2021. Cash outflows for investing activities relate to investments in property and equipment to support headcount growth.

Cash flows used in investing activities for the nine months ended September 30, 2022 were $(1.9) million compared to $(1.0) million for the nine months ended September 30, 2021. Cash outflows for investing activities were higher due to the approximately $1.0 million business acquisition of Skillslive Edu Pty Ltd. in January 2022 along with investments in property and equipment to support headcount growth.

Cash Flows from (Used in) Financing Activities

Cash flows from financing activities for the three months ended September 30, 2022 were $0.4 million compared to $0.2 million for the three months ended September 30, 2021. The movement in cash flows relating to financing activities was mainly due to an increase in interest income received.

Cash flows from financing activities for the nine months ended September 30, 2022 were $0.5 million compared to nearly net zero cash flows used in financing activities for the nine months ended September 30, 2021. The movement in cash flows relating to financing activities was mainly due to an increase in interest income received and proceeds from the share issuance under the ESPP.

Free Cash Flow

Free Cash Flow(1) is defined as cash used in operating activities less additions to property and equipment and intangible assets. The IFRS measure most directly comparable to Free Cash Flow presented in our financial statements is cash flow used in operating activities. The following table reconciles our cash flow used in operating activities to Free Cash Flow:

	Three months ended September 30,		Nine months ended September 30,
	2022	2021	2022	2021
	$	$	$	$
Cash flow from (used in) operating activities	975	(411)	95	(3,224)
Additions to property and equipment	(351)	(627)	(860)	(999)
Free Cash Flow	624	(1,038)	(765)	(4,223)

Notes:

(1)Free cash flow is not a recognized measure under IFRS. See “Non-IFRS Measures and Reconciliation of Non-IFRS Measures”.

Use of Proceeds from the Nasdaq IPO and the Bought Deal

As a result of the completed Bought Deal, the Company raised net proceeds of $18.1 million. These proceeds have been placed in cash and cash equivalents that include short-term investments in highly liquid marketable securities, having a term to maturity of three months or less. The Company’s use of proceeds from the Bought Deal has not changed from the disclosure set forth in the “Use of Proceeds” section of our short form prospectus dated August 24, 2020 to the date of this MD&A.

Additionally, as a result of the completed Nasdaq IPO, the Company raised net proceeds of $154.9 million. These proceeds have been placed in cash and cash equivalents that include short-term investments in highly liquid marketable securities, having a term to maturity of three months or less. The Company’s use of proceeds from the Nasdaq IPO has not changed from the disclosure set forth in the “Use of Proceeds” section of our prospectus supplement dated December 2, 2020 to the short form base shelf prospectus dated October 22, 2020 to the date of this MD&A.

Off-Balance Sheet Arrangements

We have not entered into off-balance sheet arrangements. Except for operating leases not recognized as ROU assets under IFRS 16, all of our liabilities and commitments are reflected as part of our statement of financial position. From time to time, we may be contingently liable with respect to litigation and claims that arise in the normal course of operations.

Related Party Transactions

In the ordinary course of business, we may provide services (including our Platform) to, and enter into contracts with, related parties on terms similar to those offered to non-related parties. We have no related party transactions, other than those noted in Note 16 in our unaudited condensed consolidated interim financial statements.

Financial Instruments and Other Instruments

Credit Risk

Generally, the carrying amount in our consolidated statement of financial position exposed to credit risk, net of any applicable provisions for losses, represents the maximum amount exposed to credit risk.

Our credit risk is primarily attributable to our cash and cash equivalents and trade and other receivables. We do not require guarantees from our customers. Credit risk with respect to cash and cash equivalents is managed by maintaining balances only with high credit quality financial institutions.

Due to our diverse customer base, there is no particular concentration of credit risk related to our trade and other receivables. Moreover, balances for trade and other receivables are managed and analyzed on an ongoing basis to ensure allowances for doubtful accounts are established and maintained at an appropriate amount.

We estimate anticipated losses from doubtful accounts based upon the expected collectability of all trade and other receivables, which estimate takes into account the number of days past due, collection history, identification of specific customer exposure and current economic trends. An impairment loss on trade and other receivables is calculated as the difference between the carrying amount and the present value of the estimated future cash flow. Impairment losses are charged to general and administrative expense in the consolidated statements of (loss) income and comprehensive loss. Receivables for which an impairment provision was recognized are written off against the corresponding provision when they are deemed uncollectible. Impairment losses for trade receivables are based on the expected credit loss model. The Company applies the simplified approach to impairment for trade and other receivables by recognizing lifetime expected losses on initial recognition through both the analysis of historical defaults and a reassessment of counterparty credit risk in revenue contracts on an annual basis. Potential effects from COVID-19 on the Company’s credit risk have been considered and have resulted in increases to its allowances for expected credit losses on customer balances. The Company continues its assessment given the fluidity of COVID-19’s global impact.

The maximum exposure to credit risk at the date hereof is the carrying value of each class of receivables mentioned above. We do not hold any collateral as security.

Foreign Currency Exchange Risk

We are exposed to currency risk due to financial instruments denominated in foreign currencies. The Company’s primary exposure with respect to foreign currencies is from U.S. dollar denominated cash and cash equivalents, trade and other receivables, and trade and other payables in entities whose functional currency is other than U.S. dollars.

We have not entered into arrangements to hedge our exposure to currency risk.

Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We review these estimates on an ongoing basis based on management’s best knowledge of current events and actions that we may undertake in the future. Actual results could differ from these estimates. Areas requiring the most significant estimates and judgments which are deemed critical are outlined below.

Revenue Recognition

Revenue recognition requires judgment and the use of estimates, especially in evaluating the various non-standard terms and conditions in our contracts with customers as to their effect on reported revenue.

The Company derives its revenues from two main sources: subscription and professional services revenue, which includes services such as initial project management and training and integration. Professional services do not include significant customization to, or development of, the software. Revenue is recognized by applying the five-step framework under IFRS 15 Revenue Recognition, as described in Note 3 of our audited annual consolidated financial statements for the year ended December 31, 2021.

The Company enters into significant revenue contracts with certain large enterprise customers that contain non-standard terms and conditions, pricing and promised services. Significant management judgement can be required to assess the impact of these items on the amount and timing of revenue recognition for these contracts including the determination of performance obligations, calculation of transaction price, allocation of transaction price across performance obligations, and timing of revenue recognition.

Outstanding Share Information

We are currently authorized to issue an unlimited number of common shares. As of the date hereof, 32,906,464 common shares, 1,361,720 stock options, 87,222 DSUs and 103,867 RSUs are issued and outstanding.

Foreign Currency Exchange (“FX”) Rates

Although our functional currency is the Canadian dollar, we have elected to report our financial results in U.S. dollars to improve the comparability of our financial results with our peers. Reporting our financial results in U.S. dollars also reduces the impact of foreign currency exchange fluctuations in the Company’s reported amounts, as our transactions denominated in U.S. dollars are significantly larger than Canadian dollars or Euros.

Our consolidated financial position and operating results have been translated to U.S. dollars applying FX rates outlined in the table below. FX rates are expressed as the amount of U.S. dollars required to purchase one Canadian dollar. FX rates represent the daily closing rate published by Thomson Reuters.

Period	Consolidated Statement of Financial Position	Consolidated Statement of (Loss) Income and Comprehensive Loss
	Current Rate	Average Rate
Three months ended September 30, 2021	$0.7858	$0.7967
Three months ended September 30, 2022	$0.7302	$0.7626

Disclosure Controls and Procedures and Internal Controls over Financial Reporting

Management of the Company, under the supervision of the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining disclosure controls and procedures (as defined under applicable Canadian securities laws and by the United States Securities and Exchange Commission (“SEC”) in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (“the Exchange Act”) for the Company to ensure that material information relating to the Company, including its consolidated subsidiaries, that is required to be made known to the Chief Executive Officer and Chief Financial Officer by others within the Company and disclosed by the Company in reports filed or submitted by it under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (ii) accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and the Chief Financial Officer and effected by the Company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Management determined that there were no material weaknesses in the Company’s internal control over financial reporting as of September 30, 2022.

There have been no changes to the Company’s internal controls over financial reporting during the quarter ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting.

21

Document

Exhibit 99.3

Docebo Reports Third Quarter 2022 Results

Consistent Execution Drives Revenue Growth and Improving Profitability

TORONTO, ONTARIO - November 10, 2022 - Docebo Inc. (NASDAQ: DCBO; TSX:DCBO) (“Docebo” or the “Company”), a leading artificial intelligence (AI)-powered learning suite, today announced financial results for the three and nine months ended September 30, 2022. All amounts are expressed in US dollars unless otherwise stated.

“Consistent execution resulted in strong revenue growth and delivered positive adjusted EBITDA a full quarter ahead of schedule. Docebo continues to drive positive learning outcomes for customers, which enable them to increase their productivity and compete more effectively in today’s challenging macroeconomic climate,” said Claudio Erba, Founder and CEO of Docebo.

Third Quarter 2022 Financial Highlights

•Revenue of $37.0 million, an increase of 37% from the comparative period in the prior year

•Revenue increased by 42% after adjusting for the negative impact of approximately 5 percentage points given the significant strengthening of the U.S. dollar relative to foreign currencies

•Subscription revenue of $34.3 million, representing 93% of total revenue, and an increase of 37% from the comparative period in the prior year

•Subscription revenue increased by 43% after adjusting for the negative impact of approximately 6 percentage points given the significant strengthening of the U.S. dollar relative to foreign currencies

•Gross profit of $29.8 million, an increase of 39% from the comparative period in the prior year, or 81% of revenue, compared to 79.0% of revenue for the comparative period in the prior year

•Net income of $10.3 million, or $0.31 per share, compared to net income of $0.7 million, or $0.02 per share for the comparative period in the prior year

•Annual Recurring Revenue1 as at September 30, 2022 of $144.6 million, an increase of $41.1 million from $103.5 million at the end of the third quarter of 2021, or an increase of 40%

•Annual Recurring Revenue grew 44% adjusting for the negative impact of approximately 4 percentage points given the significant strengthening of the U.S. dollar relative to other foreign currencies in the third quarter of 2021

•Adjusted EBITDA1 income of $0.6 million compared to adjusted EBITDA loss of $2.0 million for the comparative period in the prior year

•Positive cash flow generated from operating activities of $1.0 million, compared to negative $0.4 million for the comparative period in the prior year

•Free cash flow1 of positive $0.6 million compared to negative $1.0 million for the comparative period in the prior year

1 Please refer to “Non-IFRS Measures and Reconciliation of Non-IFRS Measures” section of this press release.

Third Quarter 2022 Business Highlights

•Docebo is now used by 3,245 customers, an increase from 2,636 customers at the end of September 30, 2021.

•Strong growth in Average Contract Value2, calculated as total Annual Recurring Revenue divided by the number of active customers, increasing from $39,275 as at September 30, 2021 to $44,561 as at September 30, 2022.

•Notable new customer wins include Sonos, the world’s leading sound experience company and inventor of multi-room wireless home audio, has selected Docebo for multiple internal and external use cases that include onboarding, compliance sales enablement, channel training, customer training, and retail/franchising training.

•Advance Auto Parts, Inc., a leading automotive aftermarket parts provider that serves both professional and do-it-yourself customers chose Docebo for multiple internal use cases including leadership training, sales enablement, onboarding, compliance and professional development.

•Orangetheory Fitness, a health and fitness franchise operating over 1,400 studios worldwide, selected Docebo for onboarding, compliance and channel training.

•Docebo was selected by Holland and Barrett, Europe’s largest health and wellness company operating over 1,600 stores in 18 countries across the world, to support the goal of offering immersive learning.

•Deliveroo, a pioneer in on-demand food delivery and operating in 11 countries in Asia, Europe and the Middle East, continued to grow and strengthen their partnership with Docebo with the expanded use of the Docebo Learning Suite.

•Docebo continued to grow and strengthen the Company’s partnership with Databricks, the world’s first and only lakehouse platform in the cloud, with the expansion of their platform deployed to support and expand their customer training use case.

2 Please refer to “Non-IFRS Measures and Reconciliation of Non-IFRS Measures” section of this press release.

Third Quarter 2022 Results

Selected Financial Measures

			2021		Change		Change				2021		Change		Change
						%								%
Subscription Revenue			25,057		9,222		36.8	%			68,476		26,847		39.2	%
Professional Services			2,011		676		33.6	%			5,965		2,669		44.7	%
Total Revenue			27,068		9,898		36.6	%			74,441		29,516		39.7	%
Gross Profit Margin			21,385		8,441		39.5	%			59,742		23,544		39.4	%
Percentage of Total Revenue			79.0								80.3
Net Income (Loss)			661		9,613		1,454.3	%			(12,173)		17,591		144.5	%
Cash from (used in) Operating Activities			(411)		1,386		(337.2)	%			(3,224)		3,319		102.9	%

All values are in US Dollars.

Key Performance Indicators and Non-IFRS Measures

	As at September 30,
	2022	2021	Change	Change %
Annual Recurring Revenue (in millions of US dollars)	144.6	103.5	41.1	39.7	%
Average Contract Value (in thousands of US dollars)	44.6	39.3	5.3	13.5	%
Customers	3,245	2,636	609	23.1	%
---	---	---	---	---	---	---	---	---	---	---	---	---
					Change						Change
				%						%
Adjusted EBITDA					(132.3)	%					84.9	%
Working Capital					(3.4)	%					(3.4)	%
Free Cash Flow					(160.1)	%					81.9	%

All values are in US Dollars.

Conference Call

Management will host a conference call on Thursday, November 10, 2022 at 8:00 am ET to discuss these third quarter results. To access the conference call, please dial 416-764-8688 or 1-888-390-0546 or access the webcast at https://bit.ly/3uPlZzq. The unaudited condensed consolidated interim financial statements for the nine months ended September 30, 2022 and Management’s Discussion & Analysis for the same period have been filed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Alternatively, these documents along with a presentation in connection with the conference call can be accessed online at https://investors.docebo.com.

An archived recording of the conference call will be available until November 17, 2022 and for 90 days on our website. To listen to the recording, please visit the webcast link or call 416-764-8677 or 1-888-390-0541 and enter passcode 510496.

Forward-looking Information

This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. Forward-looking information may relate to our future financial outlook and anticipated events or results and may include information regarding our financial position, business strategy, the ongoing impact of COVID-19, the war in Ukraine and inflation, including actions of Central banks to contain it, on our business, growth strategies, addressable markets, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Particularly, information regarding our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate is forward-looking information.

In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”, “anticipates”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or, “will”, “occur” or “be achieved”, and similar words or the negative of these terms and similar terminology. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances.

This forward-looking information includes, but is not limited to, statements regarding the Company’s business; future financial position and business strategy; the learning management industry; our growth rates and growth strategies; addressable markets for our solutions; the achievement of advances in and expansion of our platform; expectations regarding our revenue and the revenue generation potential of our platform and other products; our business plans and strategies; and our competitive position in our industry. This forward-looking information is based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Certain assumptions include: our ability to build our market share and enter new markets and industry verticals; our ability to attract and retain key personnel; our ability to maintain and expand geographic scope; our ability to execute on our expansion plans; our ability to continue investing in infrastructure to support our growth; our ability to obtain and maintain existing financing on acceptable terms; our ability to execute on profitability initiatives; currency exchange and interest rates; the impact of inflation and global macroeconomic conditions; the impact of competition; the effectiveness of mitigation strategies undertaken with respect to COVID-19, and the severity, duration and impacts of COVID-19 on the economy and our business, which is highly uncertain and cannot reasonably be predicted; our ability to respond to the changes and trends in our industry or the global economy; and the changes in laws, rules, regulations, and global standards are material factors made in preparing forward-looking information and management’s expectations.

Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that, while considered by the Company to be appropriate and reasonable as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to:

•the Company’s ability to execute its growth strategies;

•the impact of changing conditions in the global corporate e-learning market;

•increasing competition in the global corporate e-learning market in which the Company operates;

•fluctuations in currency exchange rates and volatility in financial markets;

•the extent of the impact of COVID-19 on our results of operations and overall financial performance;

•changes in the attitudes, financial condition and demand of our target market;

•the Company’s ability to operate its business and effectively manage its growth under evolving macroeconomic conditions, such as high inflation and recessionary environments;

•developments and changes in applicable laws and regulations;

•fluctuations in the length and complexity of the sales cycle for our platform, especially for sales to larger enterprises; and

•such other factors discussed in greater detail under the “Risk Factors” section of our Annual Information Form dated March 9, 2022 (“AIF”), which is available under our profile on SEDAR at www.sedar.com.

If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. The opinions, estimates or assumptions referred to above and described in greater detail in the “Summary of

Factors Affecting our Performance” section of our MD&A for the three and nine months ended September 30, 2022 and in the “Risk Factors” section of our AIF, should be considered carefully by prospective investors.

Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this press release represents our expectations as of the date specified herein, and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.

Additional information relating to Docebo, including our AIF, can be found on SEDAR at www.sedar.com.

About Docebo

Docebo is redefining the way enterprises leverage technology to create and manage content, deliver training, and understand the business impact of their learning experiences. With Docebo’s multi-product learning suite, enterprises around the world are equipped to tackle any learning challenge and create a true learning culture within their organization.

For further information, please contact:

Mike McCarthy

Vice President - Investor Relations

(214) 830-0641

mike.mccarthy@docebo.com

Results of Operations

The following table outlines our unaudited condensed consolidated interim statements of income (loss) and comprehensive loss for the following periods:

	Three months ended September 30,		Nine months ended September 30,
(In thousands of US dollars, except per share data)	2022	2021	2022	2021
	$	$	$	$
Revenue	36,966	27,068	103,957	74,441
Cost of revenue	7,140	5,683	20,671	14,699
Gross profit	29,826	21,385	83,286	59,742
Operating expenses
General and administrative	7,824	6,817	22,796	21,178
Sales and marketing	15,523	11,142	44,150	30,708
Research and development	6,105	5,481	18,401	14,858
Share-based compensation	1,000	745	3,624	1,662
Foreign exchange (gain) loss	(10,213)	(4,765)	(11,676)	375
Depreciation and amortization	564	501	1,731	1,464
	20,803	19,921	79,026	70,245
Operating income (loss)	9,023	1,464	4,260	(10,503)
Finance (income) expense, net	(1,325)	29	(1,677)	103
Other income	(21)	(21)	(64)	(64)
Income (loss) before income taxes	10,369	1,456	6,001	(10,542)
---	---	---	---	---
Income tax expense	95	795	583	1,631
Net income (loss) for the period	10,274	661	5,418	(12,173)
Other comprehensive loss (income)
Item that may be reclassified subsequently to income:
Exchange loss (gain) on translation of foreign operations	10,690	4,691	12,633	(575)
Comprehensive loss	(416)	(4,030)	(7,215)	(11,598)
(Loss) income per share - basic	0.31	0.02	0.16	(0.37)
(Loss) income per share - diluted	0.30	0.02	0.16	(0.37)
Weighted average number of common shares outstanding - basic	33,044,250	32,834,833	33,024,887	32,809,397
Weighted average number of common shares outstanding - diluted	34,069,688	34,122,772	34,032,666	32,809,397

Key Statement of Financial Position Information

(In thousands of US dollars, except percentages)	September 30,<br><br>2022	December 31,<br><br>2021	Change	Change
	$	$	$	%
Cash and cash equivalents	212,733	215,323	(2,590)	(1.2)	%
Total assets	270,666	268,123	2,543	0.9	%
Total liabilities	82,177	77,467	4,710	6.1	%
Total long-term liabilities	7,180	8,294	(1,114)	(13.4)	%

Non-IFRS Measures and Reconciliation of Non-IFRS Measures

This press release makes reference to certain non-IFRS measures including key performance indicators used by management and typically used by our competitors in the software-as-a-service (“SaaS”) industry. These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore not necessarily comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. These non-IFRS measures are used to provide investors with alternative measures of our operating performance and liquidity and thus highlight trends in our business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures, including SaaS industry metrics, in the evaluation of companies in the SaaS industry. Management also uses non-IFRS measures to facilitate operating performance comparisons from period to period, the preparation of annual operating budgets and forecasts and to determine components of executive compensation. The non-IFRS measures referred to in this press release include “Annual Recurring Revenue”, “Adjusted EBITDA”, “Average Contract Value”, “Working Capital” and “Free Cash Flow”.

Key Performance Indicators

We recognize subscription revenues ratably over the term of the subscription period under the provisions of our agreements with customers. The terms of our agreements, combined with high customer retention rates, provides us with a significant degree of visibility into our near-term revenues. Management uses a number of metrics, including the ones identified below, to measure the Company’s performance and customer trends, which are used to prepare financial plans and shape future strategy. Our key performance indicators may be calculated in a manner different than similar key performance indicators used by other companies.

•Annual Recurring Revenue: We define Annual Recurring Revenue as the annualized equivalent value of the subscription revenue of all existing contracts (including Original Equipment Manufacturer (“OEM”) contracts) as at the date being measured, excluding non-recurring revenues from implementation, support and maintenance fees. Our customers generally enter into one to three year contracts which are non-cancellable or cancellable with penalty.

Accordingly, our calculation of Annual Recurring Revenue assumes that customers will renew the contractual commitments on a periodic basis as those commitments come up for renewal. Subscription agreements may be subject to price increases upon renewal reflecting both inflationary increases and the additional value provided by our solutions. In addition to the expected increase in subscription revenue from price increases over time, existing customers may subscribe for additional features, learners or services during the term. We believe that this measure provides a fair real-time measure of performance in a subscription-based environment. Annual Recurring Revenue provides us with visibility for consistent and predictable growth to our cash flows. Our strong total revenue growth coupled with increasing Annual Recurring Revenue indicates the continued strength in the expansion of our business and will continue to be our focus on a go-forward basis.

•Average Contract Value: Average Contract Value is calculated as total Annual Recurring Revenue divided by the number of active customers.

Annual Recurring Revenue and Average Contract Value as at September 30 was as follows:

	2022	2021	Change	Change %
Annual Recurring Revenue (in millions of US dollars)	144.6	103.5	41.1	39.7%
Average Contract Value (in thousands of US dollars)	44.6	39.3	5.3	13.5%

Adjusted EBITDA

Adjusted EBITDA is defined as net income (loss) excluding taxes (if applicable), net finance (income) expense, depreciation and amortization, loss on disposal of assets (if applicable), share-based compensation and related payroll taxes, foreign exchange gains and losses, acquisition related compensation and transaction related expenses.

The IFRS measure most directly comparable to Adjusted EBITDA presented in our financial statements is net income (loss).

The following table reconciles Adjusted EBITDA to net income (loss) for the periods indicated:

	Three months ended September 30,		Nine months ended September 30,
(In thousands of US dollars)	2022	2021	2022	2021
	$	$	$	$
Net income (loss)	10,274	661	5,418	(12,173)
Finance (income) expense, net(1)	(1,325)	29	(1,677)	103
Depreciation and amortization(2)	564	501	1,731	1,464
Income tax expense	95	795	583	1,631
Share-based compensation(3)	1,000	745	3,745	1,662
Other income(4)	(21)	(21)	(64)	(64)
Foreign exchange (gain) loss(5)	(10,213)	(4,765)	(11,676)	375
Acquisition related compensation(6)	256	102	868	306
Transaction related expenses(7)	—	—	101	259
Adjusted EBITDA	630	(1,953)	(971)	(6,437)

Notes:

(1)Finance (income) expense, net, is primarily related to interest income earned on the net proceeds from the IPOs as the funds are invested in short-term cash equivalents which is offset by interest expenses incurred on the Credit Facility (as defined herein), lease obligations and contingent consideration.

(2)Depreciation and amortization expense is primarily related to depreciation expense on right-of-use assets (“ROU assets”), property and equipment and acquired intangible assets.

(3)These expenses represent non-cash expenditures recognized in connection with the issuance of share-based compensation to our employees and directors and cash payroll taxes paid on gains earned by option holders when stock options are exercised.

(4)Other income is primarily comprised of rental income from subleasing office space.

(5)These non-cash gains and losses relate to foreign exchange translation.

(6)These costs represent acquisition related retention incentives associated with the achievement of both yearly performance milestones and continued employment for employees of the acquiree.

(7)These expenses relate to professional, legal, consulting, accounting and other fees related to acquisition activities and the Nasdaq IPO in December 2020 that would otherwise have not been incurred and are not considered an expense indicative of continuing operations.

Working Capital

Working Capital as at September 30, 2022 and 2021 was $177.3 million and $183.5 million, respectively. Working Capital is defined as current assets, excluding the current portion of the net investment in finance lease and contract costs, minus current liabilities, excluding borrowings, if any, and the current portion of contingent consideration and lease obligations.

The following table represents the Company’s working capital position as at September 30, 2022 and 2021:

	2022	2021
	$	$
Current assets	252,216	244,052
Deduct:
Current portion of net investment in finance lease	172	82
Current portion of contract acquisition costs	2,210	2,079
Current assets, net of net investment in finance lease and contract acquisition costs	249,834	241,891
Current liabilities	74,997	60,136
Deduct:
Current portion of contingent consideration	1,168	467
Current portion of lease obligations	1,253	1,318
Borrowings	—	0
Current liabilities, net of borrowings, contingent consideration and lease obligations	72,576	58,351
Working capital	177,258	183,540

Free Cash Flow

Free Cash Flow is defined as cash used in operating activities less additions to property and equipment and intangible assets. The IFRS measure most directly comparable to Free Cash Flow presented in our financial statements is cash flow used in operating activities. The following table reconciles our cash flow used in operating activities to Free Cash Flow:

	Three months ended September 30,		Nine months ended September 30,
(In thousands of US dollars)	2022	2021	2022	2021
	$	$	$	$
Cash flow from (used in) operating activities	975	(411)	95	(3,224)
Additions to property and equipment	(351)	(627)	(860)	(999)
Free Cash Flow	624	(1,038)	(765)	(4,223)

7

Document

FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE

I, Claudio Erba, Chief Executive Officer of Docebo Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Docebo Inc. (the “issuer”) for the interim period ended September 30, 2022.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

1.designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

a.material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

b.information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

2.designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO 2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2022 and ended on September 30, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 10, 2022

/s/Claudio Erba
Claudio Erba Chief Executive Officer

Document

FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE

I, Sukaran Mehta, Chief Financial Officer of Docebo Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Docebo Inc. (the “issuer”) for the interim period ended September 30, 2022.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

A.designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

I.material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

II.information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

B.designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO 2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2022 and ended on September 30, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 10, 2022

/s/ Sukaran Mehta
Sukaran Mehta Chief Financial Officer