As filed with the Securities and Exchange Commission on March 15, 2024.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________________
PHREESIA, INC.
(Exact name of registrant as specified in its charter)
________________________________________
| Delaware | 20-2275479 | |||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||
________________________________________
1521 Concord Pike, Suite 301 PMB 221
Wilmington, DE 19803
(Address, including zip code, of Principal Executive Office)
________________________________________
2019 Stock Option and Incentive Plan
(Full title of the plan)
________________________________________
Chaim Indig
Chief Executive Officer
1521 Concord Pike, Suite 301 PMB 221
Wilmington, DE 19803
(888) 654-7473
(Name, address and telephone number of agent for service)
________________________________________
Copies to:
John J. Egan, Esq. Edwin M. O’Connor, Esq. Andrew R. Pusar, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 (617) 570-1000 | Allison Hoffman, Esq. Phreesia, Inc. 1521 Concord Pike, Suite 301 PMB 221 Wilmington, DE 19803 (888) 654-7473 | |||||||
________________________________________
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 to Section 7(a)(2)(B) of the Securities Act. ☐
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 registers additional shares of Common Stock under the Registrant’s 2019 Stock Option and Incentive Plan (the “Plan”). The number of shares of Common Stock reserved and available for issuance under the Plan is subject to an automatic annual increase on each February 1, beginning in 2020, by an amount equal to five percent (5%) of the number of shares of Common Stock issued and outstanding on the immediately preceding January 31, or such lesser number of shares of Common Stock as determined by the Administrator (as defined in the Plan). Accordingly, on February 1, 2024, the number of shares of Common Stock reserved and available for issuance under the Plan increased by 2,817,729 shares. This Registration Statement registers these additional 2,817,729 shares of Common Stock. The additional shares are of the same class as other securities relating to the Plan for which the Registrant’s Registration Statement filed on Form S-8 (Registration No. 333-232832) on July 25, 2019 is effective. The information contained in the Registrant’s registration statement on Form S-8 (Registration No. 333-232832) is hereby incorporated by reference pursuant to General Instruction E.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See the Exhibit Index below for a list of exhibits filed as part of this registration statement on Form S-8, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
Exhibit No. | Description | |||||||
| 5.1* | ||||||||
| 23.1* | ||||||||
| 23.2* | ||||||||
| 24.1* | Power of Attorney (included on signature page) | |||||||
| 99.1 | ||||||||
| 107* | ||||||||
| * 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 the City of New York, New York, this 15th day of March, 2024.
| PHREESIA, INC. | |||||
| By: | /s/ Chaim Indig | ||||
| Name: | Chaim Indig | ||||
| Title: | Chief Executive Officer | ||||
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Chaim Indig and Balaji Gandhi as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, 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 date indicated below.
| Name | Title | Date | ||||||
/s/ Chaim Indig | Chief Executive Officer and Director | March 15, 2024 | ||||||
| Chaim Indig | (Principal Executive Officer) | |||||||
/s/ Balaji Gandhi | Chief Financial Officer | March 15, 2024 | ||||||
| Balaji Gandhi | (Principal Financial Officer) | |||||||
/s/ Janet Gunzburg | VP, Controller | March 15, 2024 | ||||||
| Janet Gunzburg | (Principal Accounting Officer) | |||||||
/s/ Michael Weintraub | Chairman and Director | March 15, 2024 | ||||||
| Michael Weintraub | ||||||||
/s/ Edward Cahill | Director | March 15, 2024 | ||||||
| Edward Cahill | ||||||||
/s/ Lisa Egbuonu-Davis, M.D. | Director | March 15, 2024 | ||||||
| Lisa Egbuonu-Davis, M.D. | ||||||||
/s/ Lainie Goldstein | Director | March 15, 2024 | ||||||
| Lainie Goldstein | ||||||||
/s/ Gillian Munson | Director | March 15, 2024 | ||||||
| Gillian Munson | ||||||||
| /s/ Ramin Sayar | Director | March 15, 2024 | ||||||
| Ramin Sayar | ||||||||
/s/ Mark Smith, M.D. | Director | March 15, 2024 | ||||||
| Mark Smith, M.D. | ||||||||