Calculation of Filing Fee Tables
FORM S-3 ASR
(Form Type)
Phreesia, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry
Forward
Form
Type | Carry
Forward
File
Number | Carry
Forward
Initial
Effective
Date | Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward |
| Newly Registered Securities |
| Fees to be Paid | Equity | Common Stock, $0.01 par value per share (1) | 456(b) and 457(r) | (1) | (1) | (1) | (2) | (2) | — | — | — | — |
| Equity | Preferred Stock, $0.01 par value per share (1) | | (1) | (1) | (1) | (2) | (2) | — | — | — | — |
| Other | Warrants (1) | | (1) | (1) | (1) | (2) | (2) | — | — | — | — |
| Other | Units (1)(3) | | (1) | (1) | (1) | (2) | (2) | — | — | — | — |
| Debt | Debt securities (1) | | (1) | (1) | (1) | (2) | (2) | — | — | — | — |
| Fees Previously Paid | — | — | — | — | — | — | — | — | — | — | — | — |
| Carry Forward Securities |
Carry
Forward
Securities | Equity | Common Stock, $0.01 par value per share | 415(a)(6) | 1,088,936 | — | $30,991,118.56(4) | — | — | S-3ASR(4) | 333-249541(4) | October 19, 2020(4) | $3,415.23(4) |
| Total Offering Amounts | | $30,991,118.56(1)(4) | | (1)(4) | | | | |
| Total Fees Previously Paid | | | | — | | | | |
| Total Fee Offsets | | | | — | | | | |
| Net Fee Due | | | | $0.00 (4) | | | | |
(1)The registrant is registering hereby such indeterminate number or amount, as the case may be, of the securities of each identified class as may from time to time be offered and sold at indeterminate prices. This registration statement also covers an indeterminate amount of each identified class of securities as may be issued upon conversion of, or in exchange for, or upon exercise of, or pursuant to, convertible or exchangeable securities that provide for exercise or conversion into or purchase of such securities of the Registrant. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities.
(2)In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant is deferring payment of the entire registration fee. Any subsequent registration fees will be paid on a pay-as-you-go basis.
(3)Units may be issued under a unit agreement and will consist of common stock, preferred stock, and/or warrants for the purchase of common stock and/or preferred stock in any combination.
(4)Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include 1,088,936 unsold shares (the “Unsold Shares”) of common stock previously registered pursuant to a prospectus supplement filed with SEC on August 14, 2023 to the Registration Statement on Form S-3 (File No. 333-249541) (the “Prior Registration Statement”). The Prior Registration Statement was filed with the SEC and became automatically effective on October 19, 2020. Pursuant to Rule 415(a)(6), the $3,415.23 of filing fees previously paid in connection with the Unsold Shares will continue to be applied to such Unsold Shares. The offering of the Unsold Shares under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.
