UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 7, 2021, Phreesia, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and William Blair & Company, L.L.C., as representatives of the underwriters (the “Underwriters”), to issue and sell 5,175,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), including 675,000 shares of Common Stock sold pursuant to the full exercise of the Underwriters’ option to purchase additional shares, in a public offering at a price to the public of $50.00 per share, pursuant to a Registration Statement on Form S-3 (File No. 333-249541) (the “Registration Statement”) and a related prospectus, including the related prospectus supplement dated April 7, 2021 and filed with the Securities and Exchange Commission on April 9, 2021 (the “Offering”).
The offering closed on August 12, 2020, and the Company received net proceeds of approximately $245.3 million after deducting underwriting discounts and estimated offering expenses. All of the shares in the offering were sold by the Company. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the legal opinion of Goodwin Procter LLP relating to the legality of the Common Stock sold is filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 8.01 | Other Events. |
On April 6, 2021, the Company issued a press release announcing the Offering. On April 7, 2021, the Company issued a press release announcing the pricing of the Offering. On April 12, 2021, the Company issued a press release announcing the closing of the Offering. Copies of these press releases are attached as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated as of April 7, 2021, by and among Phreesia, Inc. and J.P. Morgan Securities LLC and William Blair & Company, L.L.C., as representatives of the underwriters | |
| 5.1 | Opinion of Goodwin Procter LLP | |
| 23.1 | Consent of Goodwin Procter LLP (included in Exhibit 5.1) | |
| 99.1 | Press release issued by Phreesia, Inc. on April 6, 2021 | |
| 99.2 | Press release issued by Phreesia, Inc. on April 7, 2021 | |
| 99.3 | Press release issued by Phreesia, Inc. on April 12, 2021 | |
| 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: April 12, 2021 | Phreesia, Inc. | |||||
| By: | /s/ Thomas Altier | |||||
| Name: | Thomas Altier | |||||
| Title: | Chief Financial Officer | |||||