As filed with the Securities and Exchange Commission on March 13, 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
________________________________________
PHREESIA, INC.
(Exact name of registrant as specified in its charter)
________________________________________ 
Delaware20-2275479
(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, 2025, the number of shares of Common Stock reserved and available for issuance under the Plan increased by 2,936,414 shares. This Registration Statement registers these additional 2,936,414 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




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 13th day of March, 2025.
 
PHREESIA, INC.
By:/s/ Chaim Indig
Name:Chaim Indig
Title:Chief Executive Officer and Director



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.
 
NameTitleDate
/s/ Chaim Indig
Chief Executive Officer and DirectorMarch 13, 2025
Chaim Indig(Principal Executive Officer)
/s/ Balaji Gandhi
Chief Financial OfficerMarch 13, 2025
Balaji Gandhi(Principal Financial Officer)
/s/ Yvonne HuiVP, Principal Accounting OfficerMarch 13, 2025
Yvonne Hui
/s/ Michael Weintraub
Chairman and DirectorMarch 13, 2025
Michael Weintraub
/s/ Edward Cahill
DirectorMarch 13, 2025
Edward Cahill
/s/ Lisa Egbuonu-Davis, M.D.
DirectorMarch 13, 2025
Lisa Egbuonu-Davis, M.D.
/s/ Lainie Goldstein
DirectorMarch 13, 2025
Lainie Goldstein
/s/ Gillian Munson
DirectorMarch 13, 2025
Gillian Munson
/s/ Ramin SayarDirectorMarch 13, 2025
Ramin Sayar
/s/ Mark Smith, M.D.
DirectorMarch 13, 2025
Mark Smith, M.D.

S-8S-80001412408EX-FILING FEESPhreesia, Inc.xbrli:sharesiso4217:USDxbrli:pure00014124082025-03-132025-03-13000141240812025-03-132025-03-1300014124082024-02-012025-01-31

Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Phreesia, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation RuleAmount Registered (1) (2)Proposed Maximum Offering Price Per Unit (3)Maximum Aggregate Offering PriceFee RateAmount of Registration Fee
Equity2019 Stock Option and Incentive Plan Common Stock, $0.01 par value per shareRule 457(c) and Rule 457(h)$2,936,414$22.46$65,951,858.44$0.0001531$10,097.23
Total Offering Amounts$65,951,858.44$10,097.23
Total Fee Offsets—
Net Fee Due$10,097.23


(1)     Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, $0.01 par value per share (the “Common Stock”), of Phreesia, Inc. (the “Registrant”) which become issuable under the Registrant’s 2019 Stock Option and Incentive Plan (the “2019 Plan”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

(2)     Represents an automatic increase to the number of shares of Common Stock reserved for future issuance under the 2019 Plan on February 1, 2025 pursuant to an “evergreen” provision contained in the 2019 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2019 Plan automatically increases on February 1st of each year 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 2019 Plan).

(3)     Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and based on $22.46, the average of the high and low sales prices of the Registrant’s common stock as reported on the New York Stock Exchange on March 10, 2025.

image_0a.jpg
Exhibit 5.1
Goodwin Procter LLP
620 8th Avenue, New York, NY 10018
goodwinlaw.com | +1 212 813 8800
    


                                    March 13, 2025


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


Re:    Securities Being Registered under Registration Statement on Form S-8

We have acted as your counsel in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 2,936,414 shares (the “Shares”) of Common Stock, $0.01 par value per share (“Common Stock”), of Phreesia, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2019 Stock Option and Incentive Plan (the “Plan”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
For purposes of the opinion set forth below, we have assumed that, at the time Shares are issued, the total number of then unissued Shares, when added to the number of shares of Common Stock issued, subscribed for, or otherwise committed to be issued, does not exceed the number of shares of Common Stock authorized by the Company’s certificate of incorporation.
The opinion set forth below is limited to the Delaware General Corporation Law.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when delivered against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.
This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019). We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not 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 thereunder.

Very truly yours,

/s/ GOODWIN PROCTER LLP

GOODWIN PROCTER LLP



Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use of our reports dated March 13, 2025, with respect to the consolidated financial statements of Phreesia, Inc. and subsidiaries, and the effectiveness of internal control over financial reporting, incorporated herein by reference.
/s/ KPMG LLP
Pittsburgh, Pennsylvania
March 13, 2025


v3.25.0.1
Submission
 12 Months Ended
Mar. 13, 2025
Jan. 31, 2025
Submission [Line Items]    
Central Index Key 0001412408  
Registrant Name Phreesia, Inc.  
Form Type   S-8
Submission Type S-8  
Fee Exhibit Type EX-FILING FEES  
v3.25.0.1
Offerings - Offering: 1
Mar. 13, 2025
USD ($)
shares
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title 2019 Stock Option and Incentive Plan Common Stock, $0.01 par value per share
Amount Registered | shares 2,936,414
Proposed Maximum Offering Price per Unit 22.46
Maximum Aggregate Offering Price $ 65,951,858.44
Fee Rate 0.01531%
Amount of Registration Fee $ 10,097.23
Offering Note
(1)     Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, $0.01 par value per share (the “Common Stock”), of Phreesia, Inc. (the “Registrant”) which become issuable under the Registrant’s 2019 Stock Option and Incentive Plan (the “2019 Plan”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

(2)     Represents an automatic increase to the number of shares of Common Stock reserved for future issuance under the 2019 Plan on February 1, 2025 pursuant to an “evergreen” provision contained in the 2019 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2019 Plan automatically increases on February 1st of each year 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 2019 Plan).

(3)     Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and based on $22.46, the average of the high and low sales prices of the Registrant’s common stock as reported on the New York Stock Exchange on March 10, 2025.
v3.25.0.1
Fees Summary
Mar. 13, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 65,951,858.44
Total Fee Amount 10,097.23
Total Offset Amount 0
Net Fee $ 10,097.23
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