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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 11, 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, DE 19803
(Address of principal executive offices) (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 class Trading symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 PHR The 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐




EXPLANATORY NOTE

This Current Report on Form 8-K is being filed by Phreesia, Inc. (the “Company”) in part to file an opinion of its counsel, Lowenstein Sandler LLP, regarding the legality of the shares of its common stock, par value $0.01 per share (the “Common Stock”), that are being registered for resale from time to time by certain selling stockholders pursuant to the prospectus supplement being filed by the Company on the date hereof (the “Resale Prospectus Supplement”).

Item 3.02 Unregistered Sale of Equity Securities.

On June 30, 2023, the Company entered into an Agreement and Plan of Merger with Comsort, Inc., a Delaware corporation d/b/a MediFind (“MediFind”) and Momentum Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Momentum Merger Sub”), pursuant to which Momentum Merger Sub merged with and into MediFind, with MediFind surviving the merger and becoming a direct wholly-owned subsidiary of the Company (the “MediFind Acquisition”). The closing of the MediFind Acquisition occurred on June 30, 2023. The aggregate consideration payable for the MediFind Acquisition was approximately $9,000,000, a portion of which was paid in cash (subject to a customary working capital adjustment). On June 30, 2023, as partial consideration for the MediFind Acquisition, the Company issued 150,786 shares of Common Stock (calculated based on the 60-day volume weighted average price of the Company's Common Stock calculated as of June 23, 2023) to certain MediFind stockholders (the “MediFind Shares”).

On August 11, 2023, the Company entered into a Membership Interest Purchase Agreement with Access eForms, LLC, a Texas limited liability company (“Access eForms”) and the Sellers, Founders and Seller Representative named therein, pursuant to which the Company acquired all of the issued and outstanding membership interests of Access eForms (the “Access eForms Acquisition”). The closing of the Access eForms Acquisition occurred on August 11, 2023. The aggregate consideration payable for the Access eForms Acquisition was approximately $43,000,000, a portion of which was paid in cash (subject to customary working capital and purchase price adjustments). On August 11, 2023, as partial consideration for the Access eForms Acquisition, the Company issued 1,096,436 shares of Common Stock (calculated based on the 30-day volume weighted average price of the Company's Common Stock calculated as of August 4, 2023) to the former holders of the membership interests of Access eForms (the “Access eForms Shares” and together with the MediFind Shares, the “Shares”).

The Company issued the Shares in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
Exhibit No.
Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 14, 2023 Phreesia, Inc.
By: /s/ Balaji Gandhi
Name: Balaji Gandhi
Title: Chief Financial Officer



EX-5.1 2 exhibit51-8xkx81423xopinio.htm EX-5.1 Document
Exhibit 5.1
August 14, 2023

Phreesia, Inc.
1521 Concord Pike, Suite 301 PMB 221
Wilmington, DE 19803

Ladies and Gentlemen:

We have acted as counsel to Phreesia, Inc., a Delaware corporation (the “Company”), in connection with the prospectus supplement (the “Prospectus Supplement”) being filed by the Company on the date hereof pursuant to Rule 424 under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), which Prospectus Supplement supplements the Registration Statement on Form S-3 (File No. 333-249541) (the “Registration Statement”) filed by the Company with the Commission on October 19, 2020 and the base prospectus dated October 19, 2020 constituting a part thereof (the “Base Prospectus,” together with the Prospectus Supplement, the “Prospectus”). The Prospectus Supplement relates to the potential resale from time to time by certain selling stockholders (the “Selling Stockholders”), pursuant to Rule 415 under the Securities Act, of up to 1,096,436 shares of common stock, par value $0.01 per share, of the Company (the “Resale Shares”). The Resale Shares were previously issued to the Selling Stockholders pursuant to the Membership Interest Purchase Agreement, dated as of August 11, 2023 by and among the Company, Access eForms, LLC, the Sellers named therein, R. Timothy Elliot, Jamie D. Elliott, and R. Timothy Elliott, as Seller Representative.

In connection with this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Company’s Certificate of Incorporation, (ii) the Company’s Bylaws, (iii) the Registration Statement and the Prospectus and (iv) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials or of officers and representatives of the Company, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the authenticity of the originals of such latter documents. As to certain questions of fact material to this opinion, we have relied upon certificates or comparable documents of officers and representatives of the Company and have not sought to independently verify such facts.

Based on the foregoing, and subject to the assumptions, limitations and qualifications stated herein, we are of the opinion that the Resale Shares to be sold by the Selling Stockholders pursuant to the Registration Statement have been duly authorized and are validly issued, fully paid and non-assessable.

The opinion expressed herein is limited to the General Corporation Law of the State of Delaware (including reported judicial decisions interpreting the General Corporation Law of the State of Delaware) and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.




We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus which is a part of the Registration Statement. In giving such consents, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,
/s/ Lowenstein Sandler LLP