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): November 3, 2004 ----------------- I-TRAX, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-30275 23-3057155 ----------------- ------------------------ ---------------------- (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) One Logan Square 130 N. 18th St., Suite 2615 Philadelphia, Pennsylvania 19103 --------------------------------------- ------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (215) 557-7488 N/A ----------------------------------------------------- (Former name or former address, if changed since last report) 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)) Item 2.02 Results of Operations and Financial Condition. On November 3, 2004, I-trax, Inc. issued a press release releasing its financial results for the three and nine months ended September 30, 2004. The press release is attached hereto as Exhibit 99.1. Item 9.01 Exhibits. 99.1 Press release, issued November 3, 2004. 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. I-TRAX, INC. Date: November 8, 2004 By: /s/ Frank A. Martin ------------------------------- Name: Frank A. Martin Title: Chief Executive Officer 2