Machine learning predictions based on historical earnings data and price patterns
1-Day Prediction
-6.40%
$19.19
0% positive prob.
5-Day Prediction
-12.59%
$17.92
0% positive prob.
20-Day Prediction
-14.69%
$17.49
0% positive prob.
SEC 8-K filings with transcript text
Dec 8, 2025 · 100% conf.
1D
-6.40%
$19.19
Act: -24.73%
5D
-12.59%
$17.92
Act: -18.54%
20D
-14.69%
$17.49
Act: -14.54%
phr-20251208false000141240800014124082025-12-082025-12-08
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) December 8, 2025
Phreesia, Inc. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Number) 20-2275479 (I.R.S. Employer Identification Number)
1521 Concord Pike, Suite 301 PMB 221 Wilmington, Delaware 19803 (Address of principal executive offices and zip code)
(888) 654-7473 (Registrant's telephone number, including area code)
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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ 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:
Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per sharePHRThe New York 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 2.02 Results of Operations On December 8, 2025, the Company announced its financial results for the fiscal quarter ended October 31, 2025 by issuing a stakeholder letter (the "Letter") and a press release. Copies of the press release and the Letter are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”), as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. Item 9.01 Financial Statements and Exhibits (d) Exhibits:
99.1 Press release, dated December 8, 2025
99.2 Stakeholder letter, dated December 8, 2025
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Date: December 8, 2025Phreesia, Inc.
By:/s/ Balaji Gandhi Name:Balaji Gandhi Title:Chief Financial Officer
Sep 4, 2025
phr-20250829false000141240800014124082025-08-292025-08-2900014124082025-05-282025-05-28
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) August 29, 2025
Phreesia, Inc. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Number) 20-2275479 (I.R.S. Employer Identification Number)
1521 Concord Pike, Suite 301 PMB 221 Wilmington, Delaware 19803 (Address of principal executive offices and zip code)
(888) 654-7473 (Registrant's telephone number, including area code)
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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ 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:
Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per sharePHRThe New York 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 1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Merger On August 29, 2025, Phreesia, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ace Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), AccessOne Parent Holdings, Inc., a Delaware corporation (“AccessOne”), and a representative of AccessOne's equityholders (the “Representative”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub shall merge with and into AccessOne, with AccessOne continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly owned subsidiary of the Company (the “Merger”). Merger Consideration. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of preferred stock, par value $0.0001 per share of AccessOne (each, a “Preferred Share”) and each share of common stock, par value $0.0001 per share of AccessOne (each, a “Common Share” and together with the Preferred Share, a “Share”), issued and outstanding as of immediately prior to the Effective Time (other than (i) any Shares held by AccessOne as treasury stock, (ii) any Shares held by AccessOne’s subsidiaries, (iii) any Shares held by the Company, Merger Sub or their respective subsidiaries and affiliates, and (iv) any Shares held by holders who have appraisal rights that have been properly exercised, and not subsequently withdrawn, lost or failed to be perfected) will automatically be cancelled and converted into the right to receive cash equal to a portion of the Closing Merger Consideration and any additional Merger consideration provided for under the Merger Agreement (the “Additional Merger Consideration”), provided, however, that no holder of Shares is entitled to receive a portion of the Closing Merger Consideration and any Additional Merger Consideration unless such holder executes and delivers to the Company a Support Agreement (as defined below) and a Letter of Transmittal. Closing Merger Consideration shall mean $160 million, subject to adjustments pursuant to the terms and conditions of the Merger Agreement. Treatment of Equity Awards and Warrants. At the Effective Time: (i) each option to purchase Common Shares granted under the Company’s equity plans (each, an “Option”) that is issued and outstanding will be cancelled and all Options (whether vested or unvested) will be accelerated and converted into the right to receive cash equal to a portion of the Closing Merger Consideration and any Additional Merger Consideration, less applicable withholding taxes, provided, however, that no holder of Options is entitled to receive any portion
May 28, 2025
phr-20250528false000141240800014124082025-05-282025-05-2800014124082025-05-272025-05-27
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) May 28, 2025
Phreesia, Inc. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Number) 20-2275479 (I.R.S. Employer Identification Number)
1521 Concord Pike, Suite 301 PMB 221 Wilmington, Delaware 19803 (Address of principal executive offices and zip code)
(888) 654-7473 (Registrant's telephone number, including area code)
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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ 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:
Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per sharePHRThe New York 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 2.02 - Results of Operations and Financial Condition On May 28, 2025, Phreesia, Inc. (the “Company”) announced its financial results for the fiscal quarter ended April 30, 2025 by issuing a stakeholder letter (the "Letter") and a press release. Copies of the press release and the Letter are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. Item 9.01 - Financial Statements and Exhibits (d) Exhibits.
Exhibit NumberDescription 99.1 Press release, dated May 28, 2025, by Phreesia, Inc.
99.2 Stakeholder letter, dated May 28, 2025, by Phreesia, Inc.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Date: May 28, 2025Phreesia, Inc.
By:/s/ Balaji Gandhi Name:Balaji Gandhi Title:Chief Financial Officer
Mar 12, 2025
phr-20250312false000141240800014124082025-03-122025-03-12
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) March 12, 2025
Phreesia, Inc. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Number) 20-2275479 (I.R.S. Employer Identification Number)
1521 Concord Pike, Suite 301 PMB 221 Wilmington, Delaware 19803 (Address of principal executive offices and zip code)
(888) 654-7473 (Registrant's telephone number, including area code)
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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ 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:
Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per sharePHRThe New York 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 2.02 - Results of Operations and Financial Condition On March 12, 2025, Phreesia, Inc. (the “Company”) announced its financial results for the fiscal fourth quarter and fiscal year ended January 31, 2025 by issuing a stakeholder letter (the "Letter") and a press release. Copies of the press release and the Letter are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. Item 9.01 - Financial Statements and Exhibits (d) Exhibits.
Exhibit NumberDescription 99.1 Press release, dated March 12, 2025, by Phreesia, Inc.
99.2 Stakeholder letter, dated March 12, 2025, by Phreesia, Inc.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Date: March 12, 2025Phreesia, Inc.
By:/s/ Balaji Gandhi Name:Balaji Gandhi Title:Chief Financial Officer
Dec 9, 2024
phr-20241209false000141240800014124082024-12-092024-12-09
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) December 9, 2024
Phreesia, Inc. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Number) 20-2275479 (I.R.S. Employer Identification Number)
1521 Concord Pike, Suite 301 PMB 221 Wilmington, Delaware 19803 (Address of principal executive offices and zip code)
(888) 654-7473 (Registrant's telephone number, including area code)
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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ 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:
Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per sharePHRThe New York 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 2.02 Results of Operations and Financial Condition
On December 9, 2024, Phreesia, Inc. (the “Company”) announced its financial results for the fiscal quarter ended October 31, 2024 by issuing a stakeholder letter (the "Letter") and a press release. Copies of the press release and the Letter are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits (d) Exhibits.
Exhibit NumberDescription 99.1 Press release, dated December 9, 2024, by Phreesia, Inc.
99.2 Stakeholder letter, dated December 9, 2024, by Phreesia, Inc.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Date: December 9, 2024Phreesia, Inc.
By:/s/ Balaji Gandhi Name:Balaji Gandhi Title:Chief Financial Officer
Sep 4, 2024
phr-20240904false000141240800014124082024-09-042024-09-04
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) September 4, 2024
Phreesia, Inc. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Number) 20-2275479 (I.R.S. Employer Identification Number)
1521 Concord Pike, Suite 301 PMB 221 Wilmington, Delaware 19803 (Address of principal executive offices and zip code)
(888) 654-7473 (Registrant's telephone number, including area code)
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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ 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:
Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per sharePHRThe New York 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 2.02 Results of Operations and Financial Condition
On September 4, 2024, Phreesia, Inc. (the “Company”) announced its financial results for the fiscal quarter ended July 31, 2024 by issuing a Letter to Stakeholders (the "Letter") and a press release. Copies of the press release and the Letter are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits (d) Exhibits.
Exhibit NumberDescription 99.1 Press release, dated September 4, 2024, by Phreesia, Inc.
99.2 Stakeholder letter, dated September 4, 2024, by Phreesia, Inc.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Date: September 4, 2024Phreesia, Inc.
By:/s/ Balaji Gandhi Name:Balaji Gandhi Title:Chief Financial Officer
May 30, 2024
phr-20240530false000141240800014124082024-05-302024-05-30
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) May 30, 2024
Phreesia, Inc. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Number) 20-2275479 (I.R.S. Employer Identification Number)
1521 Concord Pike, Suite 301 PMB 221 Wilmington, Delaware 19803 (Address of principal executive offices and zip code)
(888) 654-7473 (Registrant's telephone number, including area code)
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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ 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:
Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per sharePHRThe New York 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 2.02 Results of Operations and Financial Condition
On May 30, 2024, Phreesia, Inc. (the “Company”) announced its financial results for the fiscal quarter ended April 30, 2024 by issuing a Letter to Stakeholders (the "Letter") and a press release. Copies of the press release and the Letter are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein. The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits (d) Exhibits.
Exhibit NumberDescription 99.1 Press release, dated May 30, 2024, by Phreesia, Inc.
99.2 Stakeholder letter, dated May 30, 2024, by Phreesia, Inc.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Date: May 30, 2024Phreesia, Inc.
By:/s/ Balaji Gandhi Name:Balaji Gandhi Title:Chief Financial Officer
Mar 14, 2024
phr-20240314false000141240800014124082024-03-142024-03-14
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) March 14, 2024
Phreesia, Inc. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Number) 20-2275479 (I.R.S. Employer Identification Number)
1521 Concord Pike, Suite 301 PMB 221 Wilmington, Delaware 19803 (Address of principal executive offices and zip code)
(888) 654-7473 (Registrant's telephone number, including area code)
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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ 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:
Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per sharePHRThe New York 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 2.02 - Results of Operations and Financial Condition On March 14, 2024, Phreesia, Inc. (the “Company”) announced its financial results for the fiscal year ended January 31, 2024 by issuing a Letter to Stakeholders (the "Letter") and a press release. Copies of the press release and the Letter are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein. The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 8.01 - Other Events The Company has formed a wholly-owned subsidiary, Phreesia India Private Limited (“Phreesia India”). Phreesia India has been established to transition various outside services in-house. The Company expects to commence operations through Phreesia India by the end of its first fiscal quarter, subject to obtaining various regulatory licenses and approvals and onboarding certain members of the Company’s existing third-party service provider as direct employees of Phreesia India. Phreesia India is expected to support the Company’s business through various functions, including, but not limited to, customer operations, research and development, product management and support, sales and marketing, and finance and accounting, replacing support services that are currently outsourced to a third-party service provider in India. Once this transition is complete, the Company expects its global headcount will be approximately 2,400.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements about the Company’s plans and expectations regarding its operations in India, and are generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Although the Company believes that the expect
Dec 5, 2023
phr-20231201false000141240800014124082023-12-012023-12-01
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) December 1, 2023
Phreesia, Inc. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Number) 20-2275479 (I.R.S. Employer Identification Number)
1521 Concord Pike, Suite 301 PMB 221 Wilmington, Delaware 19803 (Address of principal executive offices and zip code)
(888) 654-7473 (Registrant's telephone number, including area code)
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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ 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:
Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per sharePHRThe New York 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 1.01 Entry into a Material Definitive Agreement
On December 4, 2023 (the “Closing Date”), Phreesia, Inc. (the “Company”) and certain of its subsidiaries located in the United States (collectively, the “Credit Parties”) entered into a Credit Agreement (the “Credit Agreement”) by and among the Credit Parties, as borrowers, the financial institutions from time to time party thereto as lenders, and Capital One, National Association, a national banking association (“Capital One”), as agent for the lenders and for itself as lender, providing for a senior secured asset-based revolving credit facility (the “Credit Facility”) up to an aggregate principal amount of $50,000,000, which includes a swingline sublimit of at least $5,000,000 and a letter of credit sublimit of at least $5,000,000. Capitalized terms used in this Current Report on Form 8-K without definition shall have the meanings assigned thereto in the Credit Agreement.
The proceeds of the Credit Facility are permitted to be used, in whole or in part, to repay existing indebtedness on the Closing Date and for working capital, capital expenditures and other general corporate purposes.
On December 4, 2023, the Company terminated the Second Amended and Restated Loan and Security Agreement with Silicon Valley Bank, as amended by the First Loan Modification Agreement with Silicon Valley Bank (the “SVB Facility”). All security agreements and related financing arrangements entered into in connection with the SVB Facility were terminated substantially concurrently with the effectiveness of the Credit Agreement. In connection with these terminations, the Company incurred $784 thousand of termination and other transaction fees.
Interest Rate, Fees and Prepayments
The Credit Facility bears interest at a rate per annum equal to, at the Company’s option, (i) a rate based on Term SOFR plus a 3.00% applicable margin or (ii) a rate based on the Base Rate plus a 2.00% applicable margin. The Company is permitted to repay the Credit Facility, in whole or in part, without penalty or premium, subject to certain notice periods.
Guarantees and Security
The obligations under the Credit Facility are guaranteed by certain of the Company’s subsidiaries located in the United States. The obligations under the Credit Facility are secured by a first priority lien on substantially all tangible and intangible property of the Credit Parties and pledges of the equity of certain subsidiaries, in each case subject to certain exceptions, limitations and customary exclusions from the collateral.
Certain Covenants and Events of Default
The Credit Agreement contains customary affirmative covenants, including financial statement reporting requirements and delivery of compliance and borrowing base certificates. The Credit Agreement al
Sep 6, 2023
phr-20230906false000141240800014124082023-09-062023-09-06
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) September 6, 2023
Phreesia, Inc. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Number) 20-2275479 (I.R.S. Employer Identification Number)
1521 Concord Pike, Suite 301 PMB 221 Wilmington, Delaware 19803 (Address of principal executive offices and zip code)
(888) 654-7473 (Registrant's telephone number, including area code)
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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ 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:
Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per sharePHRThe New York 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 2.02 - Results of Operations and Financial Condition
On September 6, 2023, Phreesia, Inc. (the “Company”) announced its financial results for the fiscal quarter ended July 31, 2023 by issuing a Letter to Stakeholders (the "Letter") and a press release. Copies of the press release and the Letter are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein.
The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits (d) Exhibits.
Exhibit NumberDescription 99.1 Press release, dated September 6, 2023, by Phreesia, Inc.
99.2 Stakeholder letter, dated September 6, 2023, by Phreesia, Inc.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Date: September 6, 2023Phreesia, Inc.
By:/s/ Balaji Gandhi Name:Balaji Gandhi Title:Chief Financial Officer
May 31, 2023
phr-20230531false000141240800014124082023-05-312023-05-31
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) May 31, 2023
Phreesia, Inc. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Number) 20-2275479 (I.R.S. Employer Identification Number)
1521 Concord Pike, Suite 301 PMB 221 Wilmington, Delaware 19803 (Address of principal executive offices and zip code)
(888) 654-7473 (Registrant's telephone number, including area code)
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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ 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:
Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per sharePHRThe New York 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 2.02 - Results of Operations and Financial Condition
On May 31, 2023, Phreesia, Inc. (the “Company”) announced its financial results for the fiscal quarter ended April 30, 2023 by issuing a Letter to Stakeholders (the "Letter") and a press release. Copies of the press release and the Letter are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein.
The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits (d) Exhibits.
Exhibit NumberDescription 99.1 Press release, dated May 31, 2023, by Phreesia, Inc.
99.2 Stakeholder letter, dated May 31, 2023, by Phreesia, Inc.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Date: May 31, 2023Phreesia, Inc.
By:/s/ Balaji Gandhi Name:Balaji Gandhi Title:Chief Financial Officer
Mar 22, 2023
phr-20230322false000141240800014124082023-03-222023-03-22
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) March 22, 2023
Phreesia, Inc. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Number) 20-2275479 (I.R.S. Employer Identification Number)
1521 Concord Pike, Suite 301 PMB 221 Wilmington, Delaware 19803 (Address of principal executive offices and zip code)
(888) 654-7473 (Registrant's telephone number, including area code)
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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ 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:
Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per sharePHRThe New York 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 2.02 - Results of Operations and Financial Condition
On March 22, 2023, Phreesia, Inc. (the “Company”) announced its financial results for the fiscal year ended January 31, 2023 by issuing a Letter to Stakeholders (the "Letter") and a press release. Copies of the press release and the Letter are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein.
The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits (d) Exhibits.
Exhibit NumberDescription 99.1 Press release, dated March 22, 2023, by Phreesia, Inc.
99.2 Stakeholder letter, dated March 22, 2023, by Phreesia, Inc.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Date: March 22, 2023Phreesia, Inc.
By:/s/ Randy Rasmussen Name:Randy Rasmussen Title:Chief Financial Officer
Dec 8, 2022
phr-20221208false000141240800014124082022-12-082022-12-08
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) December 8, 2022
Phreesia, Inc. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Number) 20-2275479 (I.R.S. Employer Identification Number)
1521 Concord Pike, Suite 301 PMB 221 Wilmington, Delaware 19803 (Address of principal executive offices and zip code)
(888) 654-7473 (Registrant's telephone number, including area code)
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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ 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:
Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per sharePHRThe New York 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 2.02 - Results of Operations and Financial Condition
On December 8, 2022, Phreesia, Inc. (the “Company”) announced its financial results for the fiscal quarter ended October 31, 2022 by issuing a Letter to Stakeholders (the "Letter") and a press release. Copies of the press release and the Letter are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein.
The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits (d) Exhibits.
Exhibit NumberDescription 99.1 Press release, dated December 8, 2022, by Phreesia, Inc.
99.2 Stakeholder letter, dated December 8, 2022, by Phreesia, Inc.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Date: December 8, 2022Phreesia, Inc.
By:/s/ Randy Rasmussen Name:Randy Rasmussen Title:Chief Financial Officer
Sep 7, 2022
phr-20220907false000141240800014124082022-09-072022-09-07
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) September 7, 2022
Phreesia, Inc. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Number) 20-2275479 (I.R.S. Employer Identification Number)
434 Fayetteville Street, Suite 1400 Raleigh, North Carolina 27601 (Address of principal executive offices and zip code)
(888) 654-7473 (Registrant's telephone number, including area code)
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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ 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:
Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per sharePHRThe New York 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 2.02 - Results of Operations and Financial Condition
On September 7, 2022, Phreesia, Inc. (the “Company”) announced its financial results for the fiscal quarter ended July 31, 2022 by issuing a Letter to Stakeholders (the "Letter") and a press release. Copies of the press release and the Letter are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein.
The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits (d) Exhibits.
Exhibit NumberDescription 99.1 Press release, dated September 7, 2022, by Phreesia, Inc.
99.2 Stakeholder letter, dated September 7, 2022, by Phreesia, Inc.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Date: September 7, 2022Phreesia, Inc.
By:/s/ Randy Rasmussen Name:Randy Rasmussen Title:Chief Financial Officer
Jun 2, 2022
phr-20220602false000141240800014124082022-06-022022-06-02
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) June 2, 2022
Phreesia, Inc. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Number) 20-2275479 (I.R.S. Employer Identification Number)
434 Fayetteville Street, Suite 1400 Raleigh, North Carolina 27601 (Address of principal executive offices and zip code)
(888) 654-7473 (Registrant's telephone number, including area code)
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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ 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:
Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per sharePHRThe New York 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 2.02 - Results of Operations and Financial Condition
On June 2, 2022, Phreesia, Inc. (the “Company”) announced its financial results for the fiscal quarter ended April 30, 2022 by issuing a Letter to Stakeholders (the "Letter") and a press release. Copies of the press release and the Letter are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein.
The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits (d) Exhibits.
Exhibit NumberDescription 99.1 Press release, dated June 2, 2022, by Phreesia, Inc.
99.2 Stakeholder letter, dated June 2, 2022, by Phreesia, Inc.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Date: June 2, 2022Phreesia, Inc.
By:/s/ Randy Rasmussen Name:Randy Rasmussen Title:Chief Financial Officer
Mar 30, 2022
phr-20220328false000141240800014124082022-03-282022-03-28
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) March 28, 2022
Phreesia, Inc. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Number) 20-2275479 (I.R.S. Employer Identification Number)
434 Fayetteville Street, Suite 1400 Raleigh, North Carolina 27601 (Address of principal executive offices and zip code)
(888) 654-7473 (Registrant's telephone number, including area code)
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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ 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:
Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per sharePHRThe New York 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 1.01 Entry into a Material Definitive Agreement.
On March 28, 2022, Phreesia, Inc. (the “Company”) entered into the First Loan Modification Agreement by and between the Company and Silicon Valley Bank ("SVB"), which amends the Second Amended and Restated Loan and Security Agreement, dated as of March 28, 2022, by and between the Registrant and Silicon Valley Bank (“SVB”) (the "Third SVB Agreement").
The Third SVB Agreement upsizes the Company's existing revolving line of credit provided under the Second Amended and Restated Loan and Security Agreement from up to $50 million to up to $100 million. The revolving line of credit does not require any principal payments until it matures on May 5, 2025.
Borrowings under the Third SVB Agreement accrue interest at a floating rate per annum equal to the greater of (i) the prime rate reported in the Wall Street Journal minus 0.50% and (ii) 3.25% and are secured by substantially all of the Company's assets, excluding its intellectual property (which is subject to a negative pledge). In addition to principal and interest due under the Third SVB Agreement, the Company is required to pay an annual commitment fee of approximately $0.3 million per year and a quarterly fee of 0.15% per annum of the average unused revolving line of credit. In the event that the Company terminates the Third SVB Agreement prior to the Maturity Date and does not replace the facility with another SVB facility, the Company is required to pay a termination fee equal to $0.2 million plus a percent of total borrowing capacity, both of which would be reduced based on the amount of time elapsed before the termination.
The Third SVB Facility Agreement includes a financial covenant requiring the Company to maintain an Adjusted Quick Ratio, as defined in the Third SVB Agreement. In addition, the Third SVB Agreement contains customary representations and warranties, as well as certain non-financial covenants, including limitations on the Company's ability to incur additional indebtedness or liens, pay dividends, make certain investments or encumber intellectual property.
The foregoing description of the Third SVB Agreement is not complete and is qualified in its entirety by reference to the full text of the Third SVB Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 2.02 - Results of Operations and Financial Condition
On March 30, 2022, the Company announced its financial results for the fiscal year ended January 31, 2022 by issuing a Letter to Stakeholders (the "Letter") and a press release. Copies of the press release and the Letter are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein.
Dec 8, 2021
phr-20211208false000141240800014124082021-12-082021-12-08
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) December 8, 2021
Phreesia, Inc. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Number) 20-2275479 (I.R.S. Employer Identification Number)
434 Fayetteville Street, Suite 1400 Raleigh, North Carolina 27601 (Address of principal executive offices and zip code)
(888) 654-7473 (Registrant's telephone number, including area code)
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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ 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:
Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per sharePHRThe New York 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 2.02 - Results of Operations and Financial Condition
On December 8, 2021, Phreesia, Inc. (the “Company”) announced its financial results for the quarter ended October 31, 2021 by issuing a Letter to Stakeholders (the "Letter") and a press release. Copies of the press release and the Letter are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein.
The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits (d) Exhibits.
Exhibit NumberDescription 99.1 Press release, dated December 8, 2021, by Phreesia, Inc.
99.2 Stakeholder letter, dated December 8, 2021, by Phreesia, Inc.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Date: December 8, 2021Phreesia, Inc.
By:/s/ Randy Rasmussen Name:Randy Rasmussen Title:Chief Financial Officer
Sep 1, 2021
phr-20210901false000141240800014124082021-09-012021-09-01
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) September 1, 2021
Phreesia, Inc. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Number) 20-2275479 (I.R.S. Employer Identification Number)
434 Fayetteville Street, Suite 1400 Raleigh, North Carolina 27601 (Address of principal executive offices and zip code)
(888) 654-7473 (Registrant's telephone number, including area code)
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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ 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:
Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per sharePHRThe New York 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 2.02 - Results of Operations and Financial Condition
On September 1, 2021, Phreesia, Inc. (the “Company”) announced its financial results for the quarter ended July 31, 2021 by issuing a Letter to Stakeholders (the "Letter") and a press release. Copies of the press release and the Letter are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein.
The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits (d) Exhibits.
Exhibit NumberDescription 99.1 Press release, dated September 1, 2021, by Phreesia, Inc.
99.2 Stakeholder letter, dated September 1, 2021, by Phreesia, Inc.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Date: September 1, 2021Phreesia, Inc.
By:/s/ Randy Rasmussen Name:Randy Rasmussen Title:Chief Financial Officer
Jun 3, 2021
phr-20210603false000141240800014124082021-06-032021-06-03
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) June 3, 2021
Phreesia, Inc. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) 001-38977 (Commission File Number) 20-2275479 (I.R.S. Employer Identification Number)
434 Fayetteville Street, Suite 1400 Raleigh, North Carolina 27601 (Address of principal executive offices and zip code)
(888) 654-7473 (Registrant's telephone number, including area code)
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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ 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:
Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per sharePHRThe New York 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 2.02 - Results of Operations and Financial Condition
On June 3, 2021, Phreesia, Inc. (the “Company”) announced its financial results for the quarter ended April 30, 2021 by issuing a Letter to Stakeholders (the "Letter") and a press release. Copies of the press release and the Letter are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein.
The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits (d) Exhibits.
Exhibit NumberDescription 99.1 Press release, dated June 3, 2021, by Phreesia, Inc.
99.2 Stakeholder letter, dated June 3, 2021, by Phreesia, Inc.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Date: June 3, 2021Phreesia, Inc.
By:/s/ Randy Rasmussen Name:Randy Rasmussen Title:Chief Financial Officer
Mar 30, 2021
phr-20210330false000141240800014124082021-03-302021-03-30
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) March 30, 2021
Phreesia, Inc. (Exact name of registrant as specified in its charter)
Delaware001-3897720-2275479 (State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification Number)
434 Fayetteville Street, Suite 1400 Raleigh, North Carolina 27601 (Address of principal executive offices and zip code) (888) 654-7473 (Registrant’s telephone number, including area code)
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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐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:
Title of each classTrading symbol(s)Name of each exchange on which registered Common Stock, par value $0.01 per sharePHRThe New York 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 2.02 – Results of Operations and Financial Condition On March 30, 2021, Phreesia, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal year ended January 31, 2021. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. Item 9.01 – Financial Statements and Exhibits (d) Exhibits
Exhibit Number Description 99.1 Press release, dated March 30, 2021, by Phreesia, Inc.
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.
Date: March 30, 2021Phreesia, Inc.
By: /s/ Thomas Altier Name: Thomas Altier Title: Chief Financial Officer
This page provides Phreesia Inc. (PHR) earnings call transcripts from SEC 8-K filings along with AI-powered predictions for post-earnings price movements. Our machine learning models analyze historical earnings data, pre-earnings price patterns, volume changes, and volatility to predict 1-day, 5-day, and 20-day returns after each earnings release.
Earnings transcripts are sourced directly from SEC EDGAR filings. Predictions are generated using gradient boosting models trained on PHR's historical earnings reactions. All predicted returns are shown as percentages, and predicted prices are calculated from the closing price at the time of prediction. Past performance does not guarantee future results.