Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on February 19, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

Fiverr International Ltd.

(Exact name of registrant as specified in its charter)

State of Israel		Not Applicable
(State or other jurisdiction		(IRS Employer Identification No.)
of incorporation or organization)

Fiverr International Ltd.

8 Eliezer Kaplan St,

Tel Aviv 6473409, Israel

Tel: +972-72-2280910
(Address of principal executive offices)

Not Applicable
(Zip code)

2020 Employee Share Purchase Plan

(Full title of the plan)

C T Corporation System
28 Liberty Street
New York, NY 10005
(Name and address of agent for service)

212-894-8940

(Telephone number, including area code, of agent for service)

Copies to:

Joshua G. Kiernan
Latham & Watkins LLP

99 Bishopsgate

London EC2M 3XF, UK
Tel: + 44 20 7710-5820
Fax: +44 20 7374-4460

Shachar Hadar
Elad Ziv

Meitar | Law Offices
16 Abba Hillel Road
Ramat Gan 5250608, Israel
Tel: +972 (3) 610-3100
Fax: +972 (3) 610-3111

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☒	Accelerated filer ☐
	Non-accelerated filer ☐	Smaller reporting company ☐
		Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. □

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 449,219 ordinary shares, no par value per share (“Ordinary Shares”) of Fiverr International Ltd. (the “Registrant”) that may become issuable under the Registrant’s 2020 Employee Share Purchase Plan, as it may be amended or restated from time to time (the “ESPP”). A Registration Statement of the Registrant on Form S-8 relating to the ESPP is effective.

INCORPORATION BY REFERENCE OF CONTENTS OF

REGISTRATION STATEMENT ON FORM S-8

Except as set forth below, the contents of the Registration Statement on Form S-8 (File Nos. 333-248580, 333-262817, 333-270992 and 333-277270) filed with the Securities and Exchange Commission, relating to the ESPP, is incorporated by reference herein.

Item 8. Exhibits.

Exhibit Number		Description of Exhibit

4.1		Amended and Restated Articles of Association of the Registrant, as currently in effect (incorporated by reference to Exhibit 99.1 to the Registrant’s Report of Foreign Private Issuer on Form 6-K (File No. 001-38929) filed on October 27, 2023).

5.1+		Opinion of Meitar \| Law Offices as to the legality of the Registrant’s Ordinary Shares.

23.1+		Consent of Kost, Forer, Gabbay and Kasierer, a member of Ernst & Young Global, independent registered public accounting firm.

23.2 +		Consent of Meitar \| Law Offices (included in Exhibit 5.1).

24.1+		Power of Attorney (included on signature page).

99.1		2020 Employee Share Purchase Plan, as it may be amended or restated from time to time (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-248580) filed on September 3, 2020).

107 +		Filing Fee Calculation.

+ Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tel Aviv, Israel, on this 19^th day of February 2025.

FIVERR INTERNATIONAL LTD.

By:	/s/ Micha Kaufman
	Name:	Micha Kaufman
	Title:	Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Fiverr International Ltd., hereby severally constitute and appoint Micha Kaufman and Ofer Katz, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Micha Kaufman	Founder, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	February 19, 2025
Micha Kaufman

/s/ Ofer Katz	President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	February 19, 2025
Ofer Katz

/s/ Adam Fisher	Member of the Board	February 19, 2025
Adam Fisher

/s/ Yael Garten	Member of the Board	February 19, 2025
Yael Garten

/s/ Ron Gutler	Member of the Board	February 19, 2025
Ron Gutler

/s/ Gili Iohan	Member of the Board	February 19, 2025
Gili Iohan

/s/ Jonathan Kolber	Member of the Board	February 19, 2025
Jonathan Kolber

/s/ Nir Zohar	Member of the Board	February 19, 2025
Nir Zohar

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Fiverr International Ltd., has signed this Registration Statement on Form S-8, in the City of New York, State of New York, on February 19, 2025.

FIVERR INC.
(Authorized Representative in the United States)

By:	/s/ Jinjin Qian
	Name:	Jinjin Qian
	Title:	EVP Strategic Finance

Exhibit 5.1

Ramat Gan, February 19, 2025

Fiverr International Ltd.
8 Eliezer Kaplan St,
Tel Aviv 6473409

Israel

RE: Registration on Form S-8

Ladies and Gentlemen:

We have acted as Israeli counsel to Fiverr International Ltd., an Israeli company (the “Company”), in connection with its filing of a registration statement on Form S-8 on or about February 19, 2025 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 449,219 of the Company’s ordinary shares, no par value per share (the “Ordinary Shares”), which may be issued under the Company’s 2020 Employee Share Purchase Plan (the “Plan”).

In our capacity as counsel to the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Company’s (i) Amended and Restated Articles of Association (the “Articles”), (ii) the Plan, (iii) resolutions of the Company’s board of directors and shareholders, and (iv) other statements of corporate officers and other representatives of the Company and other documents provided to us by the Company as we have deemed necessary or appropriate as a basis for this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies or facsimiles. As to any facts material to this opinion, to the extent that we did not independently establish relevant facts, we have relied on certificates of public officials and certificates of officers or other representatives of the Company. We have also assumed the truth of all facts communicated to us by the Company and that all consents, minutes and protocols of meetings of the Company’s board of directors and shareholders, which have been provided to us, are true and accurate and prepared in accordance with the Company’s Articles and all applicable laws. In addition, we have assumed that the Company will receive the full consideration for the Ordinary Shares.

We are admitted to practice law in the State of Israel and the opinion expressed herein is expressly limited to the laws of the State of Israel.

On the basis of the foregoing, we are of the opinion that the Ordinary Shares being registered pursuant to the Registration Statement, when issued and paid for in accordance with the Plan, will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this opinion and such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K promulgated under the Securities Act.

This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.

	Very truly yours,
	/s/ Meitar \| Law Offices
	Meitar \| Law Offices

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2020 Employee Share Purchase Plan of Fiverr International Ltd. of our reports dated February 19, 2025, with respect to the consolidated financial statements of Fiverr International Ltd. and the effectiveness of internal control over financial reporting of Fiverr International Ltd., included in its Annual Report (Form 20-F) for the year ended December 31, 2024, filed with the Securities and Exchange Commission.

/s/ KOST FORER GABBAY & KASIERER
A Member of EY Global

Tel-Aviv, Israel

February 19, 2025

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-8

FIVERR INTERNATIONAL LTD.

Table 1: Newly Registered and Carry Forward Securities


Line Item Type	Security Type	Security Class Title	Notes	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit		Maximum Aggregate Offering Price		Fee Rate	Amount of Registration Fee

Newly Registered Securities
Fees to be Paid	Equity	Ordinary Shares, no par value per share	(1)	Other	449,219	$	31.89	$	14,325,593.91	0.0001531	$	2,193.24

Total Offering Amounts:								$	14,325,593.91			2,193.24
Total Fees Previously Paid:
Total Fee Offsets:
Net Fee Due:											$	2,193.24

__________________________________________
Offering Note(s)

(1)

(1) Pursuant to Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover an indeterminate number of additional ordinary shares, no par value per share (“Ordinary Shares”) of Fiverr International Ltd. (the “Registrant”), which may become issuable under the 2020 Employee Share Purchase Plan (the “ESPP”) by reason of any share split, share dividend, recapitalization or other similar transaction. (2) Consists of 449,219 Ordinary Shares that may become issuable under the ESPP pursuant to its terms. (3) Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Ordinary Shares of $31.89, as reported on the New York Stock Exchange, on February 12, 2025.

Submission	Feb. 18, 2025
Submission [Line Items]
Central Index Key	0001762301
Registrant Name	FIVERR INTERNATIONAL LTD.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

Offerings - Offering: 1	Feb. 18, 2025 USD ($) shares
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Ordinary Shares, no par value per share
Amount Registered \| shares	449,219
Proposed Maximum Offering Price per Unit	31.89
Maximum Aggregate Offering Price	$ 14,325,593.91
Fee Rate	0.01531%
Amount of Registration Fee	$ 2,193.24
Offering Note	(1) Pursuant to Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover an indeterminate number of additional ordinary shares, no par value per share (“Ordinary Shares”) of Fiverr International Ltd. (the “Registrant”), which may become issuable under the 2020 Employee Share Purchase Plan (the “ESPP”) by reason of any share split, share dividend, recapitalization or other similar transaction. (2) Consists of 449,219 Ordinary Shares that may become issuable under the ESPP pursuant to its terms. (3) Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Ordinary Shares of $31.89, as reported on the New York Stock Exchange, on February 12, 2025.