Delaware
|
001-38986
|
98-1482650
|
||
(State or other jurisdiction of
incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer
Identification Number)
|
2269 Chestnut Street, #523
San Francisco, California
|
94123
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of Each Class:
|
Trading Symbol:
|
Name of Each Exchange on Which Registered:
|
Class A Common Stock, $0.0001 par value per share
|
HIMS
|
The New York Stock Exchange
|
Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock
|
HIMS WS
|
The New York Stock Exchange
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
|
|
Emerging growth company
|
☒
|
PAGE
|
||
PART III
|
||
Item 10.
|
1
|
|
Item 11.
|
5
|
|
Item 12.
|
10
|
|
Item 13.
|
14
|
|
Item 14.
|
24
|
|
PART IV
|
||
Item 15.
|
24
|
|
Item 16.
|
27
|
Name
|
Age
|
Position(s) with Hims & Hers
|
||
Andrew Dudum
|
32
|
Chief Executive Officer and Chairman
|
||
Spencer Lee
|
42
|
Chief Financial Officer
|
||
Dr. Patrick Carroll, M.D.
|
63
|
Chief Medical Officer
|
||
Melissa Baird
|
43
|
Chief Operating Officer
|
||
Soleil Boughton
|
42
|
Chief Legal Officer
|
||
Alex Bard
|
46
|
Director
|
||
Ambar Bhattacharyya
|
38
|
Director
|
||
Dr. Delos Cosgrove, M.D.
|
80
|
Director
|
||
Kirsten Green
|
49
|
Director
|
||
Jules Maltz
|
41
|
Director*
|
||
Lynne Chou O’Keefe
|
43
|
Director
|
||
Andrea Perez
|
40
|
Director
|
||
David Wells
|
49
|
Director
|
* |
Lead Independent Director
|
|
• |
Andrew Dudum, Chief Executive Officer and director
|
|
• |
Spencer Lee, Chief Financial Officer
|
|
• |
Melissa Baird, Chief Operating Officer
|
Name and Principal Position
|
Year
|
Salary
($)
|
Stock
Awards$)(1)
|
Option
Awards
($)(1)
|
Non-Equity
Incentive
Plan
Compensation
($)(2)
|
All Other
Compensation
($)
|
Total ($)
|
||||||||||||||||||
Andrew Dudum
|
2020
|
527,187
|
2,842,399
|
(3)
|
23,106,043
|
(4)
|
100,203
|
—
|
26,575,833
|
|
|||||||||||||||
Chief Executive Officer and Director
|
2019
|
253,750
|
—
|
—
|
—
|
—
|
253,750
|
||||||||||||||||||
Spencer Lee
|
2020
|
452,813
|
1,289,200
|
(5)
|
1,454,319
|
(6)
|
84,787
|
—
|
3,281,119
|
||||||||||||||||
Chief Financial Officer
|
2019
|
290,545
|
1,798,561
|
87,164
|
—
|
2,176,270
|
|||||||||||||||||||
Melissa Baird
|
2020
|
434,219
|
1,289,200
|
(5)
|
2,522,193
|
(7)
|
80,933
|
20,418
|
(8)
|
4,346,532
|
|||||||||||||||
Chief Operating Officer
|
(1) |
Represents the aggregate grant date fair value of options granted to the officer, computed in accordance with FASB ASC Topic 718. See Note 8 to our consolidated financial statements included
in our Current Report on Form 8-K, as filed with the SEC on January 26, 2021 and subsequently amended on March 22, 2021, for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards. Please
note that the share numbers in the footnotes below are presented on a pre-Business Combination basis, reflecting such awards as of December 31, 2020. In connection with the Business Combination, each share of Hims’ existing Class A common
stock, following the conversion of Hims preferred stock into Hims Class A common stock as a result of the Hims recapitalization, was converted into (i) approximately 0.4530 shares of Class A Common Stock, with the exception of Mr. Dudum who
received Class A and Class V Common Stock, based on the determined exchange ratio, (ii) approximately 0.0028 warrants exercisable for shares of Class A Common Stock and (iii) approximately 0.0443 shares of Class A Common Stock that vested
upon satisfaction of the earn out conditions specified in the Merger Agreement.
|
(2) |
Represents cash amounts earned under our annual bonus plans with respect to 2020 performance paid in February 2021. Incentive cash amounts were earned equal to 103% of each executive’s target
bonus.
|
(3) |
Represents restricted stock units covering 646,000 shares of our common stock granted on December 23, 2020, with an aggregate grant date fair value of $2,842,399, vesting over four years of
continuous service following December 16, 2020, in 16 substantially equal quarterly installments.
|
(4) |
Represents the sum of (i) $3,246,159, the aggregate grant date fair value of an option to purchase 3,583,091 shares of our common stock granted on June 17, 2020, which vests over four years of
continuous service following March 13, 2020, in 48 substantially equal monthly installments; (ii) $11,322,568, the aggregate grant date fair value of an option to purchase 7,166,182 shares of our common stock granted on June 17, 2020, which
vests in full if the per share closing trading price of our common stock on a public stock exchange is at least equal to $22.99 while Mr. Dudum remains in our continuous service, with such share price being referenced to Class A Common
Stock prices following the Business Combination; (iii) $5,338,806, the aggregate grant date fair value of an option to purchase 3,583,091 shares of our common stock granted on June 17, 2020, which vests in full if the per share closing
trading price of our common stock on a public stock exchange is at least equal to $38.31 while Mr. Dudum remains in our continuous service, with such share price being referenced to Class A Common Stock prices following the Business
Combination; and (iv) $3,198,510, the aggregate grant date fair value of an option to purchase 1,291,000 shares of our common stock granted on December 23, 2020, which vests over four years of continuous service following December 16, 2020,
in 48 substantially equal monthly installments. The grant date fair value with respect to the two performance options is based on the probable outcome of the condition as of such grant date.
|
(5) |
Represents restricted stock units covering 293,000 shares of our common stock granted on December 23, 2020, with an aggregate grant date fair value of $1,289,200, vesting over four years of
continuous service following December 16, 2020, in 16 substantially equal quarterly installments.
|
(6) |
Represents $1,454,319, the aggregate grant date fair value of an option to purchase 587,000 shares of our common stock granted on December 23, 2020, which vests over four years of continuous
service following December 16, 2020, in 48 substantially equal monthly installments.
|
(7) |
Represents the sum of (i) $1,067,874 the aggregate grant date fair value of an option to purchase 1,719,884 shares of our common stock granted on May 13, 2020, which vests over four years of
continuous service following February 12, 2020, in 48 substantially equal monthly installments and (ii) $1,454,319, the aggregate grant date fair value of an option to purchase 587,000 shares of our common stock granted on December 23,
2020, which vests over four years of continuous service following December 16, 2020, in 48 substantially equal monthly installments.
|
(8) |
Represents cash payments to Ms. Baird to supplement her housing expenses. Such payments terminated when we converted to a work-from-home policy effective in June 2020.
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||||||||||
Name
|
Vesting
Commencement
Date
|
Equity
Incentive
Plan
Awards:
Securities
Underlying
Unearned,
Unexercised
Options
(#)
|
Number of
Securities
Underlying
Unexercised
Options (#)
Vested
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unvested
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units of
Stock
That
Have
Not
Vested
(#)
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested(1)($)
|
||||||||||||||||||||||||
Andrew Dudum
|
N/A
|
3,583,091
|
(2)
|
1.10
|
6/16/2030
|
|||||||||||||||||||||||||||
N/A
|
7,166,182
|
(3)
|
1.10
|
6/16/2030
|
||||||||||||||||||||||||||||
3/13/2020
|
671,829
|
(4)
|
2,911,262
|
1.10
|
6/16/2030
|
|||||||||||||||||||||||||||
12/16/2020
|
0
|
(4)
|
1,291,000
|
4.26
|
12/22/2030
|
|||||||||||||||||||||||||||
12/16/2020
|
646,000
|
(5)
|
9,967,780
|
|||||||||||||||||||||||||||||
Spencer Lee
|
3/4/2019
|
1,634,937
|
(6)
|
2,102,063
|
0.79
|
5/1/2029
|
||||||||||||||||||||||||||
12/16/2020
|
0
|
(4)
|
587,000
|
4.26
|
12/22/2030
|
|||||||||||||||||||||||||||
12/16/2020
|
293,000
|
(5)
|
4,520,990
|
|||||||||||||||||||||||||||||
Melissa Baird
|
2/6/2018
|
1,640,996
|
(6)
|
758,058
|
0.18
|
3/28/2028
|
||||||||||||||||||||||||||
10/1/2019
|
72,916
|
(4)
|
177,084
|
0.79
|
11/5/2029
|
|||||||||||||||||||||||||||
2/12/2020
|
358,309
|
(4)
|
1,361,575
|
1.10
|
5/12/2030
|
|||||||||||||||||||||||||||
12/16/2020
|
0
|
(4)
|
587,000
|
4.26
|
12/22/2030
|
|||||||||||||||||||||||||||
12/16/2020
|
293,000
|
(5)
|
4,520,990
|
(1) |
As there was no public market for our common stock on December 31, 2020, we have assumed that the fair value on such date was $15.43, the closing price of our common stock on January 21, 2021.
|
(2) |
The option vests in full if the per share closing trading price of our common stock on a public stock exchange is at least equal to $38.31 while Mr. Dudum remains in our continuous service, with such share price
being referenced to Class A Common Stock prices following the Business Combination.
|
(3) |
The option vests in full if the per share closing trading price of our common stock on a public stock exchange is at least equal to $22.99 while Mr. Dudum remains in our continuous service, with such share price
being referenced to Class A Common Stock prices following the Business Combination.
|
(4) |
The option vests over a four-year period based on the officer’s continuous service with us, with 1/48th of the shares vesting following completion of each month of service after the vesting commencement date
indicated above.
|
(5) |
The restricted stock units vest over a four-year period based on the officer’s continuous service with us, with 6.25% of the restricted stock units vesting following completion of each period of three months of
service on each of March 15, June 15, September 15 and December 15 (each, a “Company Quarterly Vesting Date”), with the first such vesting date to be the next occurring Company Quarterly Vesting Date that occurs on or after the vesting
commencement date set indicated above.
|
(6) |
The option vests over a four-year period based on the officer’s continuous service with us, with 25% of the shares vesting following completion of one year of service after the vesting commencement date indicated
above, and 1/48th of the shares vesting following the completion of each month of continuous service thereafter.
|
Position
|
Retainer
($)
|
|||
Board Member
|
40,000
|
|||
Lead Independent Director
|
10,000
|
|||
Non-Executive Chair of the Board
|
30,000
|
|||
Audit Committee Chair
|
20,000
|
|||
Compensation Committee Chair
|
15,000
|
|||
Nominating and Corporate Governance Committee Chair
|
8,000
|
|||
Audit Committee Member
|
10,000
|
|||
Compensation Committee Member
|
7,500
|
|||
Nominating and Corporate Governance Committee Member
|
4,000
|
Name
|
Fees
Earned
or Paid
in Cash
($)
|
Stock
Awards
($)(1)
|
Total
($)
|
|||||||||
Jack Abraham*
|
—
|
—
|
—
|
|||||||||
Alex Bard
|
—
|
—
|
—
|
|||||||||
Dr. Delos Cosgrove, M.D.**
|
50,000
|
(2)
|
—
|
50,000
|
||||||||
Kirsten Green**
|
—
|
—
|
—
|
|||||||||
Jules Maltz
|
—
|
—
|
—
|
|||||||||
Lynne Chou O’Keefe***
|
—
|
1,419,497
|
(3)
|
1,419,497
|
||||||||
David Wells**
|
—
|
1,367,879
|
(4)
|
1,367,879
|
* |
Mr. Abraham resigned from our Board effective as of October 21, 2020
|
** |
Dr. Cosgrove, Ms. Green and Mr. Wells were elected to our Board effective as of September 30, 2020.
|
*** |
Ms. O’Keefe was elected to our Board effective as of November 13, 2020.
|
(1) |
The amounts in this column include the aggregate grant date fair value of restricted stock units granted to the director during the year ended December 31, 2020, computed in accordance with FASB ASC Topic 718. See
Note 8 to our consolidated financial statements included in our Current Report on Form 8-K, as filed with the SEC on January 26, 2021 and subsequently amended on March 22, 2021, for a discussion of the assumptions made by us in determining
the grant date fair value of our equity awards, for a discussion of the assumptions made by us in determining the grant date fair values of our equity awards.
|
(2) |
Reflects amounts paid to Dr. Cosgrove pursuant to our letter agreement with him dated September 18, 2019. Such arrangement terminated upon the closing of the Business Combination, following which Dr. Cosgrove will
be eligible to receive compensation pursuant to our non-employee director compensation program, described above. During our fiscal year 2019, Dr. Cosgrove received $8,333 in cash fees.
|
(3) |
Represents restricted stock units covering 322,613 shares of our common stock granted on December 23, 2020, with an aggregate grant date fair value of $1,419,497, vesting over four years of continuous service
following December 15, 2020, in 16 substantially equal quarterly installments. The share numbers in this footnote are presented on a pre-Business Combination basis. In connection with the Business Combination, each share of Hims’ existing
Class A common stock, following the conversion of Hims preferred stock into Hims Class A common stock as a result of the Hims recapitalization, was converted into (i) approximately 0.4530 shares of Class A Common Stock, with the exception of
Mr. Dudum who received Class A and Class V Common Stock, based on the determined exchange ratio, (ii) approximately 0.0028 warrants exercisable for shares of Class A Common Stock and (iii) approximately 0.0443 shares of Class A Common Stock
that vested upon satisfaction of the earn out conditions specified in the Merger Agreement.
|
(4) |
Represents restricted stock units covering 322,613 shares of our common stock granted on November 13, 2020, with an aggregate grant date fair value of $1,367,879, vesting over four years of continuous service
following December 15, 2020, in 16 substantially equal quarterly installments. The share numbers in this footnote are presented on a pre-Business Combination basis.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
• |
each person known by us to be the beneficial owner of more than 5% of outstanding Class A Common Stock;
|
|
• |
each of our current named executive officers and directors; and
|
|
• |
all of our current executive officers and directors as a group.
|
Name and Address of Beneficial Owners(1)
|
Number of
Shares of
Class A
Common
Stock(2)
|
%
|
Number of
Shares of
Class V
Common
Stock
|
%
|
% of Total
Voting
Power(3)
|
|||||||||||||||
Directors and current named executive officers:
|
||||||||||||||||||||
Andrew Dudum(4)
|
26,981,416
|
14.1
|
%
|
8,377,623
|
100
|
%
|
90.1
|
%
|
||||||||||||
Spencer Lee(5)
|
2,016,959
|
1.1
|
%
|
—
|
—
|
*
|
||||||||||||||
Melissa Baird(6)
|
2,473,563
|
1.3
|
%
|
—
|
—
|
*
|
||||||||||||||
Alex Bard(7)
|
10,438,673
|
5.7
|
%
|
—
|
—
|
*
|
||||||||||||||
Delos Cosgrove(8)
|
93,985
|
*
|
—
|
—
|
*
|
|||||||||||||||
Kirsten Green(9)
|
9,796,827
|
5.3
|
%
|
—
|
—
|
*
|
||||||||||||||
Jules Maltz(10)
|
20,486,981
|
11.2
|
%
|
—
|
—
|
1.2
|
%
|
|||||||||||||
Lynne Chou O’Keefe(11)
|
158,520
|
*
|
—
|
—
|
*
|
|||||||||||||||
David Wells
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Ambar Bhattacharyya(12)
|
1,718,644
|
*
|
—
|
—
|
*
|
|||||||||||||||
Andrea Perez
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
All directors and executive officers as a group (13 persons) (13)
|
75,431,745
|
38.4
|
%
|
8,377,623
|
100
|
%
|
93.0
|
%
|
||||||||||||
Entities affiliated with Atomic Labs(14)
|
10,883,142
|
5.9
|
%
|
—
|
—
|
*
|
||||||||||||||
Entities affiliated with Forerunner Ventures(15)
|
9,796,827
|
5.3
|
%
|
—
|
—
|
*
|
||||||||||||||
Entities affiliated with Institutional Venture Partners(16)
|
20,486,981
|
11.2
|
%
|
—
|
—
|
1.2
|
%
|
|||||||||||||
Entities affiliated with NewView Capital(17)
|
14,777,289
|
8.1
|
%
|
—
|
—
|
*
|
||||||||||||||
Entities affiliated with Redpoint Ventures(18)
|
10,438,673
|
5.7
|
%
|
—
|
—
|
*
|
||||||||||||||
Entities affiliated with Thrive Capital Partners V, L.P.(19)
|
15,389,541
|
8.4
|
%
|
—
|
—
|
*
|
||||||||||||||
Jack Abraham(20)
|
24,205,808
|
13.2
|
%
|
—
|
—
|
1.5
|
%
|
|||||||||||||
Disruptive Technology Solutions XI, LLC(21)
|
9,237,917
|
5.0
|
%
|
—
|
—
|
*
|
* |
Less than 1%
|
(1) |
Unless otherwise noted, the business address of each executive officer and director is 2269 Chestnut Street, #523, San Francisco, California 94123.
|
(2) |
Beneficial ownership as of April 21, 2021 is based on (A) 183,409,192 shares of our Class A Common Stock outstanding as of such date and (B) 8,377,623 shares of our Class V Common Stock outstanding as of such date.
|
(3) |
Percentage of total voting power represents voting power with respect to all shares of Class A Common Stock and Class V Common Stock, held beneficially as a single class. The holders of Class V Common Stock are
entitled to 175 votes per share, and holders of Class A Common Stock are entitled to one vote per share.
|
(4) |
Includes (i) 11,073,381 shares of Class A Common Stock held by trusts affiliated with Mr. Dudum, (ii) 8,377,623 shares of Class V Common Stock held by a trust affiliated with Mr. Dudum, (iii) 7,077,074 shares of
Class A Common Stock underlying stock options exercisable within 60 days, (iv) 405,548 shares of Class A Common Stock issuable pursuant to restricted stock units (“RSUs”) that will be time-based vested and may be subject to settlement within
60 days, (v) 110,610 warrants exercisable for shares of Class A Common Stock held by trusts affiliated with Mr. Dudum, (vi) 8,268,565 shares of Class A Common Stock held by Atomic Labs II, L.P., and (vii) 46,238 warrants exercisable for
shares of Class A Common Stock held by Atomic Labs II, L.P. Mr. Dudum may be deemed to share voting or dispositive power over the shares held by Atomic Labs II, L.P.
|
(5) |
Includes (i) 1,909,314 shares of Class A Common Stock underlying stock options exercisable within 60 days and (ii) 107,645 shares of Class A Common Stock issuable pursuant to RSUs that will be time-based vested and
may be subject to settlement within 60 days.
|
(6) |
Includes (i) 140,458 shares of Class A Common Stock, (ii) 556 warrants exercisable for shares of Class A Common Stock,(iii) 2,203,938 shares of Class A Common Stock underlying stock options exercisable within 60
days and (iv) 128,611 shares of Class A Common Stock issuable pursuant to RSUs that will be time-based vested and may be subject to settlement within 60 days.
|
(7) |
Includes the shares of Class A Common Stock referenced in footnote 18.
|
(8) |
Includes (i) 90,596 shares of Class A Common Stock underlying a stock option exercisable within 60 days and (ii) 3,389 shares of Class A Common Stock issuable pursuant to RSUs that will be time-based vested and may
be subject to settlement within 60 days.
|
(9) |
Includes the shares of Class A Common Stock referenced in footnote 15.
|
(10) |
Includes the shares of Class A Common Stock referenced in footnote 16.
|
(11) |
Includes (i) 157,639 shares of Class A Common Stock held by Define Ventures Fund I, L.P. and (ii) 881 warrants exercisable for shares of Class A Common Stock held by Define Ventures Fund I, L.P. Ms. Chou O’Keefe
may be deemed to share voting or dispositive power over the shares held by Define Ventures Fund I, L.P.
|
(12) |
Includes (i) 610,490 shares of Class A Common Stock and 3,412 warrants exercisable for shares of Class A Common Stock held by Maverick Advisors Fund, L.P. and (ii) 1,098,602 shares of Class A Common Stock and 6,140
warrants exercisable for shares of Class A Common Stock held by Maverick Ventures Investment Fund, L.P. Maverick Capital Ventures, LLC (“Maverick Ventures”) is the general partner of Maverick Advisors Fund, L.P. and Maverick Ventures
Investment Fund, L.P. Mr. Bhattacharyya disclaims beneficial ownership of the securities held by Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. and shall not be deemed an
admission that he is the beneficial owner of such securities, except to the extent of his indirect pecuniary interest therein, if any, by virtue of his interest in Maverick Ventures. The business address of each of the entities identified in
this footnote is c/o Maverick Ventures, 1 Letterman Drive, Building D, San Francisco, CA 94129.
|
(13) |
Includes (i) 62,212,910 shares of Class A Common Stock, (ii) 12,142,486 shares of Class A Common Stock underlying stock options exercisable within 60 days, (iii) 679,986 shares of Class A Common Stock issuable
pursuant to RSUs that will be time-based vested and may be subject to settlement within 60 days, (iv) 396,363 warrants exercisable for shares of Class A Common Stock and (v) 8,377,623 shares of Class V Common Stock.
|
(14) |
Based solely on information reported on a Schedule 13G filed with the SEC on February 2, 2021 and which information may not be current as of April 21, 2021. According to the Schedule 13G, holdings include (i)
1,301,976 shares of Class A Common Stock and 7,280 warrants exercisable for shares of Class A Common Stock held by Atomic Labs I, L.P., (ii) 973,211 shares of Class A Common Stock and 5,442 warrants exercisable for shares of Class A Common
Stock held by Atomic Labs I-B, L.P., (iii) 8,268,565 shares of Class A Common Stock and 46,238 warrants exercisable for shares of Class A Common Stock held by Atomic Labs II, L.P. and (iv) 278,871 shares of Class A Common Stock and 1,559
warrants exercisable for shares of Class A Common Stock held by Atomic Incentives, LLC. Jack Abraham is the majority member and sole manager of Atomic Labs, LLC, which is the sole member and manager of Atomic Incentives, LLC. In addition,
Jack Abraham is the sole member of Atomic Labs GP I, LLC, which is the general partner and manager of Atomic Labs I, L.P. and Atomic Labs, I-B, L.P. Atomic Labs GP I, LLC has designated its management rights as manager of Atomic Labs I, L.P.
and Atomic Labs I-B, L.P. to Atomic Labs, LLC. Both Jack Abraham and Andrew Dudum, who serves as Chief Executive Officer and as a member of our Board, are managing members of Atomic GP II, LLC. Atomic GP II, LLC is the general partner and
manager of Atomic Labs II, L.P. Atomic GP II, LLC has designated its management rights as manager of Atomic Labs II, L.P. to Atomic Labs, LLC. As majority member and sole manager of Atomic Labs, LLC, Jack Abraham may be deemed to have voting
and dispositive power over the shares held by Atomic Labs I, L.P., Atomic Labs I-B, L.P., Atomic Labs II, L.P. and Atomic Incentives, LLC. The business address of each of the entities identified in this footnote is c/o Atomic Labs, LLC, 1
Letterman Drive, Suite C-3500, San Francisco, CA 94129.
|
(15) |
Based solely on information reported on a Schedule 13D filed with the SEC on February 1, 2021 and which information may not be current as of April 21, 2021. According to the Schedule 13D, holdings include (i)
827,634 shares of Class A Common Stock and 4,628 warrants exercisable for shares of Class A Common Stock held by Forerunner Builders II, L.P. and (ii) 8,914,715 shares of Class A Common Stock and 49,850 warrants exercisable for shares of
Class A Common Stock held by Forerunner Partners III, L.P. Forerunner Ventures GP III, LLC is the general partner of Forerunner Builders II, L.P. and Forerunner Partners III, L.P. Kirsten Green and Eurie Kim are the managing members of
Forerunner Ventures GP III, LLC and may be deemed to share voting and dispositive power over the shares held by Forerunner Builders II, L.P. and Forerunner Partners III, L.P. The business address of each of the entities identified in this
footnote is c/o Forerunner Ventures, 1161 Mission Street, Suite 300, San Francisco, CA 94103.
|
(16) |
Based solely on information reported on a Schedule 13D filed with the SEC on February 1, 2021 and which information may not be current as of April 21, 2021. According to the Schedule 13D, holdings include (i) 53,895
shares of Class A Common Stock and 297 warrants exercisable for shares of Class A Common Stock held by Institutional Venture Partners XV Executive Fund, L.P. (“IVP XV Executive Fund”), (ii) 10,132,631 shares of Class A Common Stock and 56,659
warrants exercisable for shares of Class A Common Stock held by Institutional Venture Partners XV Fund, L.P. (“IVP XV”) and (iii) 10,186,538 shares of Class A Common Stock and 56,961 warrants exercisable for shares of Class A Common Stock
held by Institutional Venture Partners XVI Fund, L.P. (“IVP XVI”). Institutional Venture Management XV LLC is the general partner of IVP XV Executive Fund and IVP XV. Institutional Venture Management XVI LLC is the general partner of IVP XVI.
Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, Eric Liaw, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps are the managing directors of Institutional Venture Management XV LLC and Institutional Venture
Management XVI LLC and may be deemed to share voting and dispositive power over the shares held by IVP XV Executive Fund, IVP XV and IVP XVI. The business address of each of the entities identified in this footnote is c/o Institutional
Venture Partners, 3000 Sand Hill Road, Building 2 Suite 250, Menlo Park, CA 94025.
|
(17) |
Based solely on information reported on a Schedule 13G filed with the SEC on February 1, 2021 and which information may not be current as of April 21, 2021. According to the Schedule 13G, holdings include (i)
5,046,165 shares of Class A Common Stock and 28,216 warrants exercisable for shares of Class A Common Stock held by NewView Capital Fund I, L.P. (“NewView Fund I”) and (ii) 9,648,950 shares of Class A Common Stock and 53,958 warrants
exercisable for shares of Class A Common Stock held by NewView HMS SPV, LLC (“NewView SPV”). NewView Capital Partners I, LLC is the general partner of NewView Fund I and NewView HMS Partners, LLC is the managing member of NewView SPV. Ravi
Viswanathan is the managing member of NewView Capital Partners I, LLC and the manager of NewView HMS Partners, LLC and therefore may be deemed to hold voting and dispositive power over the shares held by NewView Fund I and NewView SPV. The
business address of each of the entities identified in this footnote is c/o NewView Capital, 1201 Howard Avenue, Suite 101, Burlingame, CA 94010.
|
(18) |
Based solely on information reported on a Schedule 13D filed with the SEC on February 1, 2021 and which information may not be current as of April 21, 2021. According to the Schedule 13D, holdings include (i)
10,069,213 shares of Class A Common Stock and 56,307 warrants exercisable for shares of Class A Common Stock held by Redpoint Ventures VI, L.P. (“RV VI”) and (ii) 311,414 shares of Class A Common Stock and 1,739 warrants exercisable for
shares of Class A Common Stock held by Redpoint Associates VI, L.L.C. (“RA VI”). Redpoint Ventures VI, LLC (“RV VI LLC”) is the sole general partner of RV VI. Voting and dispositive decisions with respect to the shares held by RV VI and RA VI
are made by the managers of RV VI LLC and RA VI: Alexander Bard, Jeffrey D. Brody, Satish Dharmaraj, Christopher B. Moore, Scott C. Raney, Tomasz Tunguz and David Yuan. The business address of each of the entities identified in this footnote
is c/o Redpoint Ventures, 3000 Sand Hill Road, Building 2, Suite 290, Menlo Park, CA 94025.
|
(19) |
Based solely on information reported on a Schedule 13G filed with the SEC on January 29, 2021 and which information may not be current as of April 21, 2021. According to the Schedule 13G, holdings include (i)
15,026,181 shares of Class A Common Stock and 84,027 warrants exercisable for shares of Class A Common Stock held by Thrive Capital Partners V, L.P. (“Thrive V”) and (ii) 277,782 shares of Class A Common Stock and 1,551 warrants exercisable
for shares of Class A Common Stock held by Claremount V Associates, L.P. (“Claremount V”). Thrive Partners V GP, LLC (“Thrive V GP”) is the general partner of each of Thrive V and Claremount V. Joshua Kushner is the sole managing member of
Thrive V GP (the “Managing Member”) and, in his capacity as Managing Member of Thrive V GP, has voting and dispositive power over the shares held by Thrive V and Claremount V. The business address of each of the entities identified in this
footnote is c/o Thrive Capital, 295 Lafayette Street, Suite 701, New York, NY 10012.
|
(20) |
Based solely on information reported on a Schedule 13G filed with the SEC on February 2, 2021 and which information may not be current as of April 21, 2021. According to the Schedule 13G, holdings include (i) the
shares held by the entities affiliated with Atomic Labs referenced in footnote 14, (ii) 8,159,021 shares of Class A Common Stock and 45,626 warrants exercisable for shares of Class A Common Stock held by F41 Investments LLC, (iii) 717,527
shares of Class A Common Stock and 4,012 warrants exercisable for shares of Class A Common Stock held by Jack Abraham and (iv) 4,372,031 shares of Class A Common Stock and 24,449 warrants exercisable for shares of Class A Common Stock held by
The Jack Abraham 2020 Irrevocable Trust A. Mr. Abraham may be deemed to hold voting and dispositive power over all of these shares. The address of Mr. Abraham is Atomic Labs, LLC, 1 Letterman Drive, Suite C-3500, San Francisco, CA 94129.
|
(21) |
Includes 9,186,551 shares of Class A Common Stock and 51,366 warrants exercisable for shares of Class A Common Stock held by Disruptive Technology Solutions XI, LLC (“DTS XI”). Disruptive Technology Advisers LLC
(“DTA”) is the investment adviser to DTS XI. Alexander Davis is the Chief Executive Officer of DTA and has sole voting and investment power with respect to the Common Stock held by DTS XI. The address for DTS XI is 1801 Century Park East,
Suite 2220, Los Angeles, California 90067.
|
|
• |
any person who is, or at any time during the applicable period was, one of Hims & Hers’ officers or one of Hims & Hers’ directors;
|
|
• |
any person who is known by Hims & Hers to be the beneficial owner of more than 5% of its voting stock;
|
|
• |
any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, officer or a
beneficial owner of more than 5% of its voting stock, and any person (other than a tenant or employee) sharing the household of such director, officer or beneficial owner of more than 5% of its voting stock; and
|
|
• |
any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.
|
Shares of Series C Convertible Preferred Stock
|
||||||||
Purchaser
|
Number of Shares
|
Aggregate Gross
Consideration
($)
|
||||||
Disruptive Technology Solutions XI, LLC(1)
|
12,307,918
|
$
|
42,708,475
|
|||||
Forerunner Partners III, L.P.(2)
|
288,184
|
$
|
999,998
|
|||||
Redpoint Ventures VI, L.P.(3)
|
559,078
|
$
|
1,940,001
|
|||||
Redpoint Associates VI, LLC(4)
|
17,291
|
$
|
60,000
|
|||||
Thrive Capital Partners V, L.P.(5)
|
70,738
|
$
|
245,461
|
|||||
Claremount V Associates, L.P.(6)
|
1,308
|
$
|
4,539
|
|||||
Institutional Venture Partners XV, L.P.(7)
|
1,433,298
|
$
|
4,973,544
|
|||||
Institutional Venture Partners XVI, L.P.(8)
|
1,440,922
|
$
|
4,999,999
|
|||||
Institutional Venture Partners XV Executive Fund, L.P.(9)
|
7,624
|
$
|
26,456
|
|||||
Define Ventures Fund I, L.P. (10)
|
288,184
|
$
|
999,998
|
|||||
Total
|
16,414,545
|
$
|
56,958,471
|
(1) |
Disruptive Technology Solutions XI, LLC holds more than 5% of capital stock in Hims.
|
(2) |
Forerunner Partners III, L.P. holds more than 5% of capital stock in Hims. Kirsten Green, a member of the board of directors of Hims (the “Hims Board of Directors”) and the Hims & Hers Board of Directors, is
affiliated with Forerunner Partners III, L.P.
|
(3) |
Redpoint Ventures VI, L.P. holds more than 5% of the capital stock of Hims. Alex Bard, a member of the Hims Board of Directors and the Hims & Hers Board of Directors, is affiliated with Redpoint Ventures.
|
(4) |
Redpoint Associates VI, L.L.C. is affiliated with Redpoint Ventures, which holds more than 5% of the capital stock of Hims. Alex Bard, a member of the Hims Board of Directors and the Hims & Hers Board of
Directors, is affiliated with Redpoint Ventures.
|
(5) |
Thrive Capital Partners V, L.P. holds more than 5% of the capital stock of Hims.
|
(6) |
Claremount V Associates, L.P. is an affiliate of Thrive Capital Partners V, L.P. holds more than 5% of the capital stock of Hims.
|
(7) |
Institutional Venture Partners XV, L.P. holds more than 5% of capital stock in Hims. Jules Maltz, a member of the Hims Board of Directors and the Hims & Hers Board of Directors, is affiliated with Institutional
Venture Partners.
|
(8) |
Institutional Venture Partners XVI, L.P. holds more than 5% of capital stock in Hims. Jules Maltz, a member of the Hims Board of Directors and the Hims & Hers Board of Directors, is affiliated with Institutional
Venture Partners.
|
(9) |
Institutional Venture Partners XV Executive Fund, L.P. Fund is an affiliate of Institutional Venture Partners XVI, L.P., which holds more than 5% of capital stock in Hims. Jules Maltz, a member of the Hims Board of
Directors and the Hims & Hers Board of Directors, is affiliated with Institutional Venture Partners.
|
(10) |
Lynne Chou O’Keefe, a member of Hims’ board directors, is affiliated with Define Ventures Fund I, L.P.
|
Shares of Series D Convertible Preferred Stock
|
||||||||
Purchaser
|
Number
of Shares
|
Aggregate
Gross
Consideration
($)
|
||||||
Disruptive Technology Solutions XI, LLC(1)
|
2,219,052
|
$
|
7,000,000
|
|||||
Institutional Venture Partners XV, L.P.(2)
|
835,625
|
$
|
2,635,979
|
|||||
Institutional Venture Partners XVI, L.P.(3)
|
840,070
|
$
|
2,650,001
|
|||||
Institutional Venture Partners XV Executive Fund, L.P.(4)
|
4,445
|
$
|
14,022
|
|||||
Redpoint Ventures VI, L.P.(5)
|
307,497
|
$
|
969,999
|
|||||
Redpoint Associates VI, L.L.C.(6)
|
9,510
|
$
|
29,999
|
|||||
NewView Capital Fund I, L.P.(7)
|
1,585,037
|
$
|
4,999,999
|
|||||
Forerunner Builders II, L.P.(8)
|
1,664,289
|
$
|
5,250,000
|
|||||
Total
|
7,465,525
|
$
|
23,549,999
|
(1) |
Disruptive Technology Solutions XI, LLC held more than 5% of capital stock in Hims.
|
(2) |
Institutional Venture Partners XV, L.P. held more than 5% of capital stock in Hims. Jules Maltz, a member of the Hims Board of Directors and the Hims & Hers Board of Directors, is affiliated with Institutional
Venture Partners.
|
(3) |
Institutional Venture Partners XVI, L.P. held more than 5% of capital stock in Hims. Jules Maltz, a member of the Hims Board of Directors and the Hims & Hers Board of Directors, is affiliated with Institutional
Venture Partners.
|
(4) |
Institutional Venture Partners XV Executive Fund, L.P. Fund is an affiliate of Institutional Venture Partners XVI, L.P., which held more than 5% of capital stock in Hims. Jules Maltz, a member of the Hims Board of
Directors and the Hims & Hers Board of Directors, is affiliated with Institutional Venture Partners.
|
(5) |
Redpoint Ventures VI, L.P. held more than 5% of the capital stock of Hims. Alex Bard, a member of the Hims Board of Directors and the Hims & Hers Board of Directors, is affiliated with Redpoint Ventures.
|
(6) |
Redpoint Associates VI, L.L.C. is affiliated with Redpoint Ventures, which held more than 5% of the capital stock of Hims. Alex Bard, a member of the Hims Board of Directors and the Hims & Hers Board of
Directors, is affiliated with Redpoint Ventures.
|
(7) |
NewView Capital Fund I, L.P. is affiliated with NewView HMS SPV, LLC, which held more than 5% of the capital stock of Hims.
|
(8) |
Forerunner Builders II, L.P. is an affiliate of Forerunner Partners III, L.P., which held more than 5% of capital stock in Hims, Kirsten Green, a member of the Hims Board of Directors and the Hims & Hers Board
of Directors, is affiliated with Forerunner Partners III, L.P.
|
|
• |
Shelf registration rights. Certain holders of Class A Common Stock are entitled to include such shares in the Resale Shelf Registration Statement, subject to the terms described below in “Sponsor Registration Rights Agreement—Shelf Registration Rights,” which Resale Shelf Registration Statement was filed on Form S-1 on February 5, 2021 and declared effective on February 12, 2021.
|
|
• |
Piggyback registration rights. At any time after January 20, 2021, if Hims & Hers proposes to file a registration statement to register any of its equity securities under the Securities
Act of 1933, as amended (the “Securities Act”) or to conduct a public offering, either for its own account or for the account of any other person, subject to certain exceptions, parties to the A&R IRA are entitled to include their
registrable securities in such registration statement.
|
|
• |
Expenses and indemnification. All fees, costs and expenses of underwritten registrations are borne by Hims & Hers and underwriting discounts and selling commissions are borne by the
holders of the shares being registered. The A&R IRA contains customary cross-indemnification provisions, under which Hims & Hers is obligated to indemnify holders of registrable securities in the event of material misstatements
or omissions in the registration statement attributable to Hims & Hers, and holders of registrable securities are obligated to indemnify Hims & Hers for material misstatements or omissions attributable to them.
|
|
• |
Termination of Registration Rights. A party to the A&R IRA is no longer entitled to exercise registration rights under that agreement (i) at a time that is more than five years after
January 20, 2021, (ii) as to a particular party, such earlier time at which such party (a) can sell all of its securities in compliance with Rule 144(b)(1)(i) or (b) holds one percent or less of Hims & Hers’ outstanding capital
stock and all registrable securities held by such party can be sold under Rule 144 without restriction during any three month period.
|
|
• |
Lock-up. Each party to the A&R IRA agreed that it will not, without the prior written consent of Hims & Hers, during the period commencing on
January 20, 2021 and ending on the date that is one hundred eighty days after January 20, 2021 (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock issued or
issuable to such party pursuant to the Merger Agreement (collectively, the “Lock-Up Shares”), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of the Lock-Up Shares. The lock-up restrictions contain customary exceptions, including for estate planning transfers, affiliates transfers, and transfers upon death or by will.
|
|
• |
Demand registration rights. At any time after January 20, 2021, we are required, upon the written request of the Sponsor, to file a registration statement and use reasonable best efforts to
effect the registration of all or part of their registrable securities. We are not obligated to effect (i) more than one demand registration during any six-month period or (ii) any demand registration if a registration statement on
Form S-3 or its successor form, or, if we are ineligible to use Form S-3, a registration statement on Form S-1, for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time
to time pursuant to any method or combination of methods legally available to, and requested by, the Investors of all of the registrable securities then held by such Investors that are not covered by an effective resale registration
statement (the “Resale Shelf Registration Statement”). In order to be effected, any underwritten demand registration must result in aggregate proceeds to the selling shareholders of at least $25,000,000.
|
|
• |
Shelf registration rights. Following the closing of the Business Combination, we filed a Resale Shelf Registration Statement with the SEC on February 5, 2021. Pursuant to the Registration Rights
Agreement, we are required to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the expiration of the Effectiveness Period (as defined in the Sponsor Registration Rights
Agreement).
|
|
• |
Piggyback registration rights. At any time after January 20, 2021, if we propose to file a registration statement to register any of its equity securities under the Securities Act or to conduct
a public offering, either for its own account or for the account of any other person, subject to certain exceptions, the Sponsor is entitled to include its registrable securities in such registration statement.
|
|
• |
Expenses and indemnification. All fees, costs and expenses of underwritten registrations are borne by us and underwriting discounts and selling commissions are borne by the holders of the shares
being registered. The Sponsor Registration Rights Agreement contains customary cross-indemnification provisions, under which we are obligated to indemnify holders of registrable securities in the event of material misstatements or
omissions in the registration statement attributable to us, and holders of registrable securities are obligated to indemnify us for material misstatements or omissions attributable to them.
|
|
• |
Registrable securities. Securities of Hims & Hers shall cease to be registrable securities when a registration statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, such securities shall have been transferred pursuant to Rule 144 or such securities shall have ceased to be
outstanding.
|
|
• |
Lock-up. Notwithstanding the foregoing, the Sponsor, Hims & Hers and the officers and directors of Hims & Hers shall, if requested, deliver a customary lock-up agreement in connection
with any underwritten public offering, subject to certain customary exceptions.
|
2019
|
2020
|
|||||||
Audit Fees(1)
|
$
|
94,525
|
$
|
69,010
|
||||
Total
|
$
|
94,525
|
$
|
69,010
|
(1) |
Audit fees include fees for services performed to comply with the standards established by the Public Company Accounting Oversight Board, including the audit of our consolidated financial statements. This category
also includes fees for audits provided in connection with statutory filings or services that generally only the principal independent auditor reasonably can provide, such as consent and assistance with and review of our SEC filings.
|
Exhibit
No.
|
Description
|
|
2.1†
|
||
3.1
|
||
3.2
|
||
4.1
|
||
4.2
|
||
4.3
|
||
4.4
|
||
10.1
|
||
10.2
|
||
10.3
|
||
10.4
|
||
10.5
|
||
10.6+
|
10.7+
|
||
10.8
|
||
10.9
|
||
10.10 ††
|
||
10.11+
|
||
10.12+
|
||
10.13+
|
||
10.14+
|
||
10.15+
|
||
10.16+
|
||
10.17
|
||
21.1
|
||
24.1
|
||
31.1
|
31.2
|
||
31.3
|
||
31.4
|
||
32.1
|
||
32.2
|
||
32.3
|
||
32.4
|
||
101.INS
|
XBRL Instance Document (incorporated by reference to Exhibit 101.INS to the Original Filing).
|
|
101.SCH
|
XBRL Taxonomy Extension Schema (incorporated by reference to Exhibit 101.SCH to the Original Filing).
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase (incorporated by reference to Exhibit 101.CAL to the Original Filing).
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase (incorporated by reference to Exhibit 101.DEF to the Original Filing).
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase (incorporated by reference to Exhibit 101.LAB to the Original Filing).
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase (incorporated by reference to Exhibit 101.PRE to the Original Filing).
|
* |
Filed herewith
|
** |
Furnished herewith
|
† |
Schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
|
†† |
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit.
|
+ |
Denotes management compensatory plan, contract or arrangement.
|
April 30, 2021 | ||
HIMS & HERS HEALTH, INC.
|
||
/s/ Andrew Dudum
|
||
Name:
|
Andrew Dudum
|
|
Title:
|
Chief Executive Officer
(Principal Executive Officer)
|
Date: April 30, 2021
|
By:
|
/s/ Andrew Dudum
|
Andrew Dudum
|
||
Chief Executive Officer
(Principal Executive Officer)
|
Date: April 30, 2021
|
By:
|
/s/ Spencer Lee
|
Spencer Lee
|
||
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
(1) |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Andrew Dudum
|
||
Name:
|
Andrew Dudum
|
|
Title:
|
Chief Executive Officer
(Principal Executive Officer)
|
(1) |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Spencer Lee
|
||
Name:
|
Spencer Lee
|
|
Title:
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|