Filed Pursuant to Rule 424(b)(3)
Registration No. 333-252814
PROSPECTUS SUPPLEMENT NO. 8
(to Prospectus dated June 3, 2021)
HIMS & HERS HEALTH, INC.
174,516,077 Shares of Class A Common Stock
3,904,086 Warrants to Purchase Shares of Class A Common Stock
10,612,401 Shares of Class A Common Stock Underlying Warrants
This prospectus supplement supplements the prospectus dated June 3, 2021 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-252814). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our current report on Form 8-K, filed with the Securities and Exchange Commission on January 20, 2022 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the offer and sale from time to time by the selling securityholders named in the Prospectus (the “Selling Securityholders”) of (A) up to 174,516,077 shares of Class A common stock, par value $0.0001 per share ("Class A common stock"), consisting of (i) up to 7,500,000 shares of Class A common stock issued in a private placement pursuant to subscription agreements entered into on September 30, 2020; (ii) up to 3,773,437 shares of Class A common stock issued upon consummation of the Business Combination (as defined in the Prospectus), in exchange for our Class B ordinary shares originally issued in a private placement to Oaktree Acquisition Holdings, L.P.; (iii) up to 136,191,471 shares of Class A common stock issued to former stockholders and advisors of Hims, Inc.; (iv) up to 8,377,623 shares of Class A common stock reserved for issuance by us upon conversion of Class V common stock held by trusts affiliated with Andrew Dudum, our Chief Executive Officer; (v) up to 14,153,520 shares of restricted Class A common stock issued in connection with the Business Combination and subject to certain stock price-based vesting conditions; (vi) up to 615,940 shares of Class A common stock reserved for issuance by us upon exercise of assumed warrants to purchase Class A common stock held by former warrant holders of Hims, Inc. and (vii) up to 3,904,086 shares of Class A common stock that are issuable upon exercise of the private placement warrants and business combination warrants (each as defined in the Prospectus); and (B) up to 3,904,086 warrants.
In addition, the Prospectus and this prospectus supplement relate to the offer and sale of up to 6,708,315 shares of Class A common stock that are issuable by us upon the exercise of 6,708,315 warrants (the “public warrants”) that were previously registered by the holders thereof. Additionally, this prospectus relates to the offer and sale of (i) up to 3,012,500 shares of Class A common stock issuable by us upon exercise of 3,012,500 warrants to purchase shares of Class A common stock originally issued to the Sponsor (as defined in the Prospectus) in a private placement by the holders thereof and (ii) up to 891,586 shares of Class A common stock issuable by us upon exercise of 891,586 warrants to purchase shares of Class A common stock issued or issuable to former stockholders of Hims, Inc. by the holders thereof other than the initial holders.
Our Class A common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “HIMS”. On January 19, 2022, the closing price of our Class A common stock was $4.85.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is
any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Investing in our securities involves risks. See the section entitled “Risk Factors” beginning on page 13 of the Prospectus to read about factors you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is January 20, 2022.
ITED 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): January 18, 2022
HIMS & HERS HEALTH, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38986 | 98-1482650 | ||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
2269 Chestnut Street, #523
San Francisco, CA 94123
(Address of principal executive offices)
(415) 851-0195
(Registrant’s telephone number, including area code)
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 | Name of each exchange on which registered | ||||||||||||
| Class A Common Stock, $0.0001 par value | HIMS | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Chief Financial Officer
On January 18, 2022, the board of directors (the “Board”) of Hims & Hers Health, Inc. (the “Company”) appointed Oluyemi Okupe as chief financial officer and principal financial officer of the Company, effective January 24, 2022. Irene Becklund, the Company’s controller, who is serving as interim principal financial officer and principal accounting officer as disclosed in the Company’s Current Report on Form 8-K filed on November 18, 2021, will continue as the Company’s principal accounting officer but will cease serving as interim principal financial officer upon the effectiveness of Mr. Okupe’s appointment.
Prior to joining the Company, Mr. Okupe, 35, served as Chief Financial Officer of Hipcamp from June 2021 to January of 2022. Mr. Okupe served as Divisional CFO, Mobility of Uber from March 2020 to June 2021 and as Divisional CFO, Uber Eats from June 2019 to March 2020. Previously, Mr. Okupe served as Divisional CFO for Braintree Payment Solutions LLC, a division of PayPal, from March 2017 to June 2019 and as Head of Financial Planning and Analysis, Braintree from April 2016 to March 2017. Prior to that, Mr. Okupe was Finance Lead, Google Commerce at Google from 2014 to 2016, and served in various finance roles at eBay and PayPal, a division of eBay, from 2011 to 2014. Mr. Okupe is a Chartered Financial Analyst® charterholder, and is also licensed as a Certified Public Accountant in Illinois. He holds an M.B.A. from Stanford University Graduate School of Business and a bachelor’s degree in civil engineering from the University of California, Davis.
In connection with Mr. Okupe’s appointment as chief financial officer and principal financial officer, Mr. Okupe and the Company entered into an offer letter (the “CFO Offer Letter”). Pursuant to the terms of the CFO Offer Letter, Mr. Okupe will receive (i) an annual base salary of $450,000 (the “Base Salary”), (ii) a signing bonus of $350,000, subject to his continued service for 180 days, and (iii) a grant of equity awards under the Company’s 2020 Equity Incentive Plan with a grant value of $7.0 million, 40% of which consists of an option to purchase shares of the Company’s Class A Common Stock at the then-current trading price on the date of grant (the “Option Grant”) and 60% of which consists of restricted stock units (the “RSU Grant”). Subject to Mr. Okupe’s continuous service through each vesting date, (i) 25% of the Option Grant will vest 12 months after the vesting commencement date (as defined in the relevant award agreement) and 1/48th of the total shares will vest at the end of each month thereafter and (ii) 25% of the RSU Grant will vest on March 15, 2023 and the remaining 75% of the RSU Grant will vest in equal quarterly installments over the following three years, subject to Mr. Okupe’s continued service with the Company. Mr. Okupe will also be eligible for an annual discretionary bonus with a target of 50% of his Base Salary.
Mr. Okupe will enter into the Company’s standard form of change in control and severance agreement (the “Change in Control and Severance Agreement”) for its executive officers, the terms of which are outlined in the “Executive Compensation” section in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on May 17, 2021. Pursuant to the terms of the CFO Offer Letter, Mr. Okupe’s employment is at will and may be terminated at any time by the Company or Mr. Okupe. The foregoing descriptions of the CFO Offer Letter and Change in Control and Severance Agreement are not complete and are qualified in their entirety by reference to the CFO Offer Letter and Change in Control Severance Agreement, which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the year ending December 31, 2021.
There are no arrangements or understandings between Mr. Okupe and any other persons pursuant to which he was appointed as chief financial officer and principal financial officer of the Company. There are no family relationships between Mr. Okupe and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. Mr. Okupe is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K. Mr. Okupe will enter into the Company’s standard form of indemnification agreement.
Resignation of Chief Medical Officer; Appointment of Director
On January 18, 2022, the Board increased the size of the Board from nine to ten directors and appointed Dr. Patrick Carroll, M.D., 63, the Company’s former Chief Medical Officer, to fill the newly created vacancy, effective February 1, 2022. Dr. Carroll is expected to stand for election at the Company’s 2022 annual meeting of
stockholders, and will serve until his successor is elected and qualified, or sooner in the event of his death, resignation or removal. Prior to his appointment to the Board, Dr. Carroll resigned as the Company’s Chief Medical Officer, effective January 31, 2022.
Dr. Carroll will be entitled to receive compensation in accordance with the Company’s non-employee director compensation program as outlined in the “Director Compensation” section in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on May 17, 2021.
There are no arrangements or understandings between Dr. Carroll and any other persons pursuant to which he was appointed as a member of the Board. There are no family relationships between Dr. Carroll and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. Dr. Carroll is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K. Dr. Carroll has entered into the Company’s standard form of indemnification agreement.
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.
| HIMS & HERS HEALTH, INC. | ||||||||
| Date: January 20, 2022 | By: | /s/ Andrew Dudum | ||||||
| Andrew Dudum | ||||||||
| Chief Executive Officer | ||||||||