FIGS, Inc. (Form: 8-K, Received: 03/23/2022 17:03:28)

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): March 21, 2022

FIGS, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-40448	46-2005653
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2834 Colorado Avenue, Suite 100
Santa Monica, California		90404
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (424) 300-8330

Not Applicable

(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value per share	FIGS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

Conversion of Tulco, LLC’s Shares of Class B Common Stock

On March 21, 2022, in connection with the Distribution (as defined below), Tulco, LLC (“Tulco”) converted all 6,300,000 shares of FIGS, Inc. (the “Company”) Class B common stock, $0.0001 par value per share (“Class B Common Stock”), then held by Tulco (the “Conversion”) into an equal number of fully paid and nonassessable shares of the Company’s Class A common stock, $0.0001 par value per share (“Class A Common Stock” and, together with the Class B Common Stock, “Common Stock”), pursuant to subsections 7.1 and 7.5 of Part A of Article IV of the Company’s amended and restated certificate of incorporation (the “Charter”).

Distribution of Tulco’s Shares of Common Stock

Following the Conversion, on March 21, 2022, Tulco distributed all 58,000,932 shares of Class A Common Stock then held by Tulco to its members on a pro rata basis, in-kind and without consideration (the “Distribution”), which prior to the Conversion and Distribution represented approximately 44.2% of the voting power of the Company’s outstanding Common Stock, based on 152,205,010 shares of Class A Common Stock and 12,496,339 shares of Class B Common Stock outstanding, each as of March 18, 2022. Of the 58,000,932 shares of Class A Common Stock subject to the Distribution, 27,409,480 shares were distributed to Thomas Tull, the largest member of Tulco, and his family trust (together, the “Tull Parties”), and 30,591,452 shares were distributed to Tulco’s other members.

Mr. Tull’s Purchase of Additional Shares of Class A Common Stock

Substantially concurrent with the Distribution, on March 21, 2022, Mr. Tull purchased 253,637 shares of Class A Common Stock in open market transactions (the “Purchase”), as disclosed in regulatory filings made by Mr. Tull.

Joinder to the Voting Agreement

On March 21, 2022, in connection with the Distribution and as contemplated by that certain voting agreement dated May 26, 2021 (the “Voting Agreement”), by and among the Company, Heather Hasson, Catherine Spear, Tulco and certain related persons and trusts party thereto (the “Existing Parties”), the Existing Parties and Tull Parties entered into an amendment and joinder (the “Joinder”) to the Voting Agreement, under which the Tull Parties were acknowledged as Permitted Transferees (as defined in the Charter) under the Voting Agreement and joined as parties to the Voting Agreement, with the same rights and obligations as the other Investor Parties (as defined in the Voting Agreement) thereto.

The Voting Agreement, previously filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and the Joinder, attached hereto as Exhibit 10.1, are incorporated herein by reference. The foregoing descriptions of the Voting Agreement and Joinder do not purport to be complete and are qualified in their entirety by the full text of the Voting Agreement and Joinder, respectively.

Ownership Following the Conversion, Distribution, Purchase and Joinder

Giving effect to the Conversion, Distribution, Purchase and entry into the Joinder, (a) the Tull Parties own 27,663,117 shares of Class A Common Stock, which represent approximately 17.5% of the Company’s outstanding Class A Common Stock and 9.8% of the voting power of the Company’s outstanding Common Stock, each based on the number of shares outstanding as of March 18, 2022, and (b) on an aggregate basis, Ms. Hasson, Ms. Spear, their respective affiliated trusts and the Tull Parties together represent approximately 53.7% of the voting power of the Company’s outstanding Common Stock, based on the number of shares outstanding as of March 18, 2022.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.	Description
10.1	Amendment and Joinder to Voting Agreement, by and among FIGS, Inc., Heather Hasson, Catherine Spear, Tulco, LLC, Thomas Tull and certain related persons and trusts
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.


			FIGS, INC.

Date:	March 23, 2022	By:	/s/ Todd Maron
		Name: Title:	Todd Maron Chief Legal Officer

Exhibit 10.1

AMENDMENT NO. 1 AND JOINDER AGREEMENT

This Amendment No. 1 and Joinder Agreement (“Amendment and Joinder”) to the Voting Agreement, dated as of May 26, 2021 (as amended, supplemented, or otherwise modified from time to time in accordance with the terms thereof, the “Voting Agreement”), by and among FIGS, Inc., a Delaware corporation (the “Company”), Heather Hasson, Catherine Spear, the Special Proxyholder, Tulco, LLC and the trusts named therein (collectively, the “Existing Parties”), is made as of March 21, 2022, by and among the Existing Parties, Thomas J. Tull (“Tull”) and Tull Family Trust, dated August 1, 2005, as amended (together with Tull, the “Tull Parties” and the Tull Parties, together with the Existing Parties, the “Parties”).

Recitals

WHEREAS, the Existing Parties and the Tull Parties have agreed to execute and deliver this Amendment and Joinder in order to join the Tull Parties to the Voting Agreement.

NOW, THEREFORE, in consideration of the forgoing and the agreements contained herein, the Parties hereby agree as follows:

Agreement

Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Voting Agreement.

Amendments to the Voting Agreement.

Section 7 of the Voting Agreement shall be stricken and replaced in its entirety, as follows:

“Term and Termination. This Agreement shall continue in effect until, and shall terminate (a) upon such time as neither of the Founders nor any of their Permitted Transferees hold shares of Class B Common Stock, (b) with respect to Tulco and its Permitted Transferees, upon such time as Tulco and its Permitted Transferees no longer hold, in the aggregate, a number of Shares equal to or exceeding the Tulco Director Threshold, or (c) upon a Final Conversion Event.”

Section 8.5 of the Voting Agreement is amended to replace the address for notices to Tulco, as follows:

“If to Tulco or its Permitted Transferees, to:

c/o COO & General Counsel

61 E. Colorado Blvd.

Unit 200

Pasadena, CA 91105

Tel: (626) 495-0702

Email: ”

Joinder. By execution of this Amendment and Joinder, each of the Tull Parties hereby:

acknowledges it has reviewed and understands the Voting Agreement and has had an opportunity to consult with independent legal counsel regarding the terms and conditions therein;

agrees that the shares of Common Stock over which each of the Tull Parties exercises voting control shall be bound by and subject to the terms of the Voting Agreement;

agrees to be bound as an Investor Party by the terms and conditions of the Voting Agreement and adopts the Voting Agreement with the same force and effect as if each were originally an Investor Party thereto; and

represents and warrants to the Existing Parties that (i) each of the Tull Parties has all requisite power, authority and capacity, as applicable, to execute and deliver this Amendment and Joinder and become an Investor Party under the Voting Agreement and to perform the undersigned’s obligations hereunder and thereunder; (ii) the execution, delivery and performance of this Amendment and Joinder by the Tull Parties and becoming Investor Parties under the Voting Agreement do not, (A) with respect to any undersigned that is not a natural person, violate the organizational documents (including any trust agreement, where applicable) of the undersigned, (B) violate any law or order applicable to the undersigned, or (C) require any consent or approval that has not previously been obtained; and (iii) this Amendment and Joinder constitutes a valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms.

Permitted Transferees. For the avoidance of doubt, the Tull Parties are Permitted Transferees of Tulco.

Effectiveness. This Amendment and Joinder shall be effective as of the date first written above.

Governing Law. This Amendment and Joinder will be governed by and construed in accordance with the governing laws set forth in the Voting Agreement.

Ratification and Confirmation of Voting Agreement. Except as amended pursuant to this Amendment and Joinder, the Voting Agreement is hereby ratified and confirmed in all respects.

[Signature pages follow]

IN WITNESS WHEREOF, the Parties have caused this Amendment and Joinder to be executed as of the date first written above.

FIGS, INC.

By: /s/ Daniella Turenshine

Name: Daniella Turenshine

Title: CFO

[Signature Page to Amendment and Joinder]

IN WITNESS WHEREOF, the Parties have caused this Amendment and Joinder to be executed as of the date first written above.

/s/ Heather Hasson

HEATHER HASSON

/s/ Heather Hasson

HEATHER HASSON, TRUSTEE OF HEATHER HASSON REVOCABLE TRUST U/A/D 12/18/2017

[Signature Page to Amendment and Joinder]

IN WITNESS WHEREOF, the Parties have caused this Amendment and Joinder to be executed as of the date first written above.

/s/ Catherine Spear

CATHERINE SPEAR

/s/ Catherine Spear

CATHERINE SPEAR, AS TRUSTEE OF THE CATHERINE SPEAR REVOCABLE TRUST U/A/D 12/18/2017

/s/ Catherine Spear

CATHERINE SPEAR, AS TRUSTEE OF THE WINGAERSHEEK IRREVOCABLE TRUST I, U/A/D 10/15/2020

/s/ Catherine Spear

CATHERINE SPEAR, AS TRUSTEE OF THE WINGAERSHEEK IRREVOCABLE TRUST II, U/A/D 10/15/2020

/s/ Catherine Spear

CATHERINE SPEAR, AS TRUSTEE OF THE MAPLE TREE IRREVOCABLE TRUST, U/A/D 10/16/2020

[Signature Page to Amendment and Joinder]

IN WITNESS WHEREOF, the Parties have caused this Amendment and Joinder to be executed as of the date first written above.

/s/ Devon Duff Gago

DEVON DUFF GAGO, AS SPECIAL PROXYHOLDER

/s/ Devon Duff Gago

DEVON DUFF GAGO, AS SPECIAL TRUSTEE OF THE WINGAERSHEEK IRREVOCABLE TRUST I, U/A/D 10/15/2020

/s/ Devon Duff Gago

DEVON DUFF GAGO, AS SPECIAL TRUSTEE OF THE WINGAERSHEEK IRREVOCABLE TRUST II, U/A/D 10/15/2020

Address: Devon Duff Gago

c/o FIGS, Inc.

2834 Colorado Avenue, Suite 100

Santa Monica, CA 90404

Email:

[Signature Page to Amendment and Joinder]

IN WITNESS WHEREOF, the Parties have caused this Amendment and Joinder to be executed as of the date first written above.

TULCO, LLC

By: /s/ Jeffrey Miller

Name: Jeffrey Miller

Title: Chief Operating Officer and General Counsel

[Signature Page to Amendment and Joinder]

IN WITNESS WHEREOF, the Parties have caused this Amendment and Joinder to be executed as of the date first written above.

/s/ Thomas J. Tull

THOMAS J. TULL

TULL FAMILY TRUST, DATED AUGUST 1, 2005, AS AMENDED

By: /s/ Thomas J. Tull

Thomas J. Tull, Trustee

[Signature Page to Amendment and Joinder]