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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 16, 2025
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Asana, Inc.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware | 001-39495 | 26-3912448 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 633 Folsom Street | Suite 100 | | |
| San Francisco, | CA | | 94107 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(415) 525-3888
(Registrant’s Telephone Number, Including Area Code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Class A Common Stock, $0.00001 par
value | | ASAN | | New York Stock Exchange |
| | | | Long-Term Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On April 16, 2025 the Board of Directors (the “Board”) of Asana, Inc. (the “Company”) appointed Marc Boroditsky to serve on the Board as a Class I director, effective as of April 16, 2025, until the Company’s 2027 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. Effective as of the time of Mr. Boroditsky’s appointment, the Board increased the size of the Board to nine members. Mr. Boroditsky has also been appointed to serve as a member of the Compensation Committee of the Board.
Mr. Boroditsky will be compensated for his services as a member of the Board and the Compensation Committee under the terms of the Company’s Non-Employee Director Compensation Policy.
The Company will enter into the Company’s standard form of indemnification agreement with Mr. Boroditsky in connection with his appointment to the Board.
There are no arrangements or understandings between Mr. Boroditsky and any other persons pursuant to which he was elected as a director of the Company. There are no family relationships between Mr. Boroditsky and any other director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the SEC.
The press release announcing Mr. Boroditsky’s appointment to the Board is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. | | Description |
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| 99.1 | | |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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 hereunto duly authorized.
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| ASANA, INC. |
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| Dated: April 17, 2025 | By: | /s/ Eleanor Lacey |
| | Eleanor Lacey |
| | General Counsel and Corporate Secretary |