Phreesia Inc
For the period ended Jan 31, 2024. Filed Mar 15, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 15, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this report:
(1)Consolidated Financial Statements. Reference is made to these consolidated financial statements included in this Annual Report on Form 10-K in Item 8, Consolidated Financial Statements and Supplementary Data.
(2)Financial Statement Schedules. All financial statement schedules have been omitted because they are not required, not applicable or the information required is shown in the consolidated financial statements or notes thereto.
(3)Exhibits. The following exhibits are filed, furnished or incorporated by reference as part of this Annual Report on Form 10-K.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No. | Exhibit Index | Form | File No. | Exhibit No. | Date Filed |
| 3.1 | Seventh Amended and Restated Certificate of Incorporation of the Registrant. | 10-Q | 001-38977 | 3.1 | September 10, 2019 |
| 3.2 | Amendment to the Seventh Amended and Restated Certificate of Incorporation of the Registrant. | 10-Q | 001-38977 | 3.2 | September 7, 2023 |
| 3.3 | Fourth Amended and Restated By-laws of the Registrant. | Filed herewith | |||
| 4.1 | Specimen Common Stock Certificate. | S-1 | 333-232264 | 4.1 | June 21, 2019 |
| 4.2 | Fifth Amended and Restated Investor Rights Agreement, dated as of October 27, 2017, by and among the Registrant and certain of its stockholders. | S-1 | 333-232264 | 4.2 | June 21, 2019 |
| 4.3 | Description of Capital Stock. | 10-K | 001-38977 | 4.4 | April 23, 2020 |
| 10.1# | Amended and Restated 2006 Stock Option and Grant Plan, as amended, and form of award agreements thereunder. | S-1 | 333-232264 | 10.1 | June 21, 2019 |
| 10.2# | 2018 Stock Option and Grant Plan, as amended, and form of award agreements thereunder. | S-1 | 333-232264 | 10.2 | June 21, 2019 |
| 10.3# | 2019 Stock Option and Incentive Plan and form of awards thereunder. | 10-K | 001-38977 | 10.3 | March 31, 2022 |
| 10.4# | 2019 Employee Stock Purchase Plan. | S-1/A | 333-232264 | 10.4 | July 8, 2019 |
| 10.5# | Third Amended and Restated Non-Employee Director Compensation Policy, dated June 2022. | 10-Q | 001-38977 | 10.1 | September 8, 2022 |
| 10.6# | Senior Executive Cash Bonus Plan. | S-1 | 333-232264 | 10.19 | June 21, 2019 |
| 10.7# | Form of Indemnification Agreement between the Registrant and each of its directors and executive officers. | S-1 | 333-232264 | 10.6 | June 21, 2019 |
| 10.8# | Second Amended and Restated Employment Agreement, effective February 1, 2021, by and between the Registrant and Chaim Indig. | 8-K | 001-38977 | 10.1 | January 28, 2021 |
| 10.9# | Second Amended and Restated Employment Agreement, effective February 1, 2021, by and between the Registrant and Evan Roberts. | 8-K | 001-38977 | 10.3 | January 28, 2021 |
| 10.10# | Second Amended and Restated Employment Agreement, effective May 1, 2021, by and between the Registrant and Randy Rasmussen. | 8-K | 001-38977 | 10.1 | May 4, 2021 |
| 10.11# | Amended and Restated Employment Agreement, effective February 1, 2021, by and between the Registrant and Allison Hoffman. | 10-Q | 001-38977 | 10.3 | June 4, 2021 |
| 10.12# | Second Amended and Restated Employment Agreement, effective February 1, 2021, by and between the Registrant and David Linetsky. | 10-Q | 001-38977 | 10.4 | June 4, 2021 |
| 10.13# | Form of Amended and Restated Employment Agreement between the Registrant and each of its U.S.-based executive officers. | S-1 | 333-232264 | 10.21 | June 21, 2019 |
| 10.14# | Board Chairman Agreement, dated as of December 2018, by and between the Registrant and Michael Weintraub. | S-1 | 333-232264 | 10.12 | June 21, 2019 |
| 10.15# | Second Amended and Restated Employment Agreement, effective March 24, 2023, between the Registrant and Balaji Gandhi. | 8-K | 001-38977 | 10.1 | March 22, 2023 |
| 10.16# | Confidential Transition and Separation Agreement and General Release, between the Registrant and Michael Davidoff. | Filed herewith | |||
| 10.17# | Phreesia, Inc. 2023 Inducement Award Plan. | 10-Q | 001-38977 | 10.1 | September 7, 2023 |
| 10.18# | Form of RSU Award Agreement under the Phreesia, Inc. 2023 Inducement Award Plan. | 10-Q | 001-38977 | 10.2 | September 7, 2023 |
| 10.19# | Form of Stock Option Grant Agreement under the Phreesia, Inc. 2023 Inducement Award Plan. | 10-Q | 001-38977 | 10.3 | September 7, 2023 |
| 10.20 | Credit Agreement dated as of December 4, 2023, by and among the Registrant and certain of its subsidiaries, as borrowers, the lenders party thereto and Capital One, National Association, as a lender and as agent for all lenders. | 8-K | 001-38977 | 10.1 | December 5, 2023 |
| 21.1 | Subsidiaries of the Registrant. | Filed herewith | |||
| 23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm. | Filed herewith | |||
| 24.1 | Power of Attorney (included on signature page hereto). | Filed herewith | |||
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith | |||
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith | |||
| 32.1+ | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Filed herewith | |||
| 32.2+ | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Filed herewith | |||
| 97.1 | Phreesia, Inc. Compensation Recovery Policy. | Filed herewith | |||
| 101.INS | Inline XBRL Instance Document. | Filed herewith | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | Filed herewith | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | Filed herewith | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | Filed herewith |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. | Filed herewith |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | Filed herewith |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | Filed herewith |
| # | Indicates a management contract or any compensatory plan, contract or arrangement. |
|---|---|
| + | The certifications furnished in Exhibit 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates them by reference. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.