Stockholders' Equity | Stockholders’ Equity Common Stock The Company has two classes of common stock, Class A and Class V common stock. The rights are identical, including liquidation and dividend rights, except Class V common stock has additional voting rights. RSU Releases During the years ended December 31, 2022 and 2021, the Company released 2,333,695 and 1,810,545 gross shares of Class A common stock upon vesting of RSUs. In connection with the releases, 701,584 and 620,759 shares of Class A common stock were withheld for the payment of employee taxes. There were no RSU releases for year ended December 31, 2020. 2017 Stock Plan and 2020 Equity Incentive Plan In July 2017, Hims adopted the 2017 Stock Plan (the “2017 Plan”). Under the 2017 Plan, the board of directors of Hims granted awards, including incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, RSU awards, and other stock awards to employees, directors, and consultants of Hims. In January 2021, in connection with the Merger, the Board of Directors adopted the 2020 Equity Incentive Plan (the “2020 Plan”) and reserved 21,000,000 authorized shares of Class A common stock the Company could issue. In addition, up to 19,000,000 shares of Hims Class A common stock subject to awards granted under the 2017 Plan that were forfeited, expired, or lapsed unexercised or unsettled could be added to the 2020 Plan reserve. Beginning on January 1, 2022 and ending on January 1, 2031, the number of authorized shares of common stock under the 2020 Plan will automatically increase each fiscal year by 5% of the total number of Class A and Class V common stock issued and outstanding on the last day of the preceding fiscal year unless the Board of Directors approves a lesser number. As of the effective date of the 2020 Plan, no further stock awards have been or will be granted under the 2017 Plan. Through December 31, 2022, 1,862,078 shares of Class A common stock subject to awards granted under the 2017 Plan that were outstanding on the Closing date and forfeited after the adoption of the 2020 Plan were added to the 2020 Plan reserve. Additionally, on January 1, 2022, 10,239,599 shares of Class A common stock were automatically added to the 2020 Plan reserve. Therefore, as of December 31, 2022, there were 33,101,677 shares of Class A common stock reserved and 10,963,031 shares of Class A common stock available for grant under the 2020 Stock Plan. There were no more shares available for grant under the 2017 Plan since the 2017 Plan was replaced by the 2020 Plan. 2020 Employee Stock Purchase Plan In January 2021, the Board of Directors adopted the Company’s Employee Stock Purchase Plan (“ESPP”), which became effective immediately prior to the Closing Date. The total shares of Class A common stock initially reserved under the ESPP is limited to 4,000,000 shares of Class A common stock. Beginning on January 1, 2022 and ending on January 1, 2041 (unless extended by the Board of Directors and approved by the Company’s shareholders), the number of authorized shares of common stock under the ESPP will automatically increase each fiscal year by the lesser of (i) 1% of the total number of Class A and Class V common stock issued and outstanding on the last day of the preceding fiscal year, (ii) 12,000,000 shares of Class A common stock, or (iii) a number of shares of Class A common stock determined by the Board of Directors. On January 1, 2022, 2,047,919 shares of Class A common stock were automatically added to the ESPP reserve. Therefore, as of December 31, 2022, 6,047,919 shares of Class A common stock have been reserved for issuance under the ESPP. During the year ended December 31, 2022, the Company issued 393,528 shares of Class A common stock under the ESPP. No shares were issued under the ESPP during the year ended December 31, 2021. As of December 31, 2022, there were 5,654,391 shares of Class A common stock available for issuance under the ESPP. Under the ESPP, eligible employees may purchase the Company’s Class A common stock during pre-specified offering periods at a discount established by the Company’s compensation committee. The purchase price is 85% of the lower of the fair market value of the Company’s Class A common stock on the first trading day of the offering period or the fair market value on the purchase date. Under the ESPP, the Company may specify offering periods with durations of not more than 27 months, and may specify shorter purchase periods within each offering period. Employees participating in the ESPP commence payroll withholdings that accumulate through the end of the respective offering period. As of December 31, 2022, $0.3 million has been withheld via employee payroll deductions for employees who have opted to participate in the purchase period ending May 2023. Stock Options Options for new employees generally vest over four years, with 25% vesting one year after the vesting commencement date and then 1/48th of the total grant vesting monthly thereafter. Options granted to current employees generally vest 1/48th of the total grant monthly over four years. Options granted are exercisable within a period not exceeding ten years from the grant date. On June 17, 2020, the board of directors of Hims granted 3,246,139 and 1,623,070 stock options to the CEO with an exercise price of $2.43 to vest upon either (i) an acquisition of the Company with per share consideration equal to at least $22.99 and $38.31, respectively, or (ii) a per share price on a public stock exchange that is at least equal to $22.99 and $38.31, respectively. The CEO is required to be employed at the time the per share consideration/price is achieved in order to receive the awards, but the awards are not subject to any other service condition. The Company recognizes expense related to these awards based on the fair value and derived service period as measured using a Monte Carlo simulation model, and the expense is accelerated if the requirements outlined in (i) and (ii) above are achieved. The grant date fair value was $16.6 million for these awards. The $22.99 per share price threshold related to awards for the 3,246,139 stock options was achieved in February 2021 subsequent to the Merger and, therefore, the Company recognized all $11.3 million of expense related to the grant during the three months ended March 31, 2021 due to achievement of the market condition. As of December 31, 2022, there was $1.8 million of remaining compensation expense to be recognized for the remaining 1,623,070 stock options over a period of 1.29 years. On February 24, 2022, the Board of Directors granted 2,085,640 stock options to the CEO with an exercise price of $5.01 that vest in four The grant date fair value of the Company’s stock options granted (excluding the stock options granted to the CEO outlined above) was estimated using the following weighted average assumptions: Year Ended December 31, 2022 2021 2020 Expected term (in years) 6.02 5.94 5.94 Expected volatility 48.0 % 58.6 % 62.3 % Risk-free interest rate 2.0 % 0.9 % 0.5 % Expected dividend yield — % — % — % Option activity (excluding the stock options granted to the CEO outlined above) is as follows (in thousands, except for weighted average exercise price and weighted average contractual term in years): Shares Weighted Weighted Aggregate Outstanding at December 31, 2021 10,401 $ 4.01 7.73 $ 37,868 Granted 6,321 5.10 Exercised (including early exercised options vested during the period) (1,728) 1.42 Forfeited and expired (544) 6.97 Outstanding at December 31, 2022 14,450 4.68 7.98 35,771 Exercisable as of December 31, 2022 8,389 3.81 7.16 28,509 The weighted average grant date fair value of options granted for the years ended December 31, 2022, 2021, and 2020 was $2.44, $6.51, and $3.49 per share, respectively, and the intrinsic value of vested options exercised was $6.3 million, $12.6 million, and $0.7 million, respectively. As of December 31, 2022, there was $22.7 million of unrecognized stock-based compensation related to unvested stock options (excluding the stock options granted to the CEO outlined above) which is expected to be recognized over a weighted average period of 2.65 years. The options outstanding and exercisable as of December 31, 2022 (excluding the stock options granted to the CEO outlined above) have been aggregated into ranges for additional disclosure as follows (in thousands, except weighted average remaining contractual life and exercise price): Options Outstanding Options Exercisable Exercise Price Shares Weighted Shares Weighted $0.06 – 0.40 1,830 5.21 1,830 5.21 1.55 – 1.75 959 6.43 959 6.43 2.43 – 3.11 3,037 7.50 2,921 7.42 5.01 – 6.82 6,190 9.21 977 9.17 8.13 – 9.41 1,569 8.13 1,301 8.04 12.21 – 15.17 865 8.19 401 8.03 14,450 8,389 The options outstanding and exercisable as of December 31, 2021 (excluding the stock options granted to the CEO outlined above) have been aggregated into ranges for additional disclosure as follows (in thousands, except weighted average remaining contractual life and exercise price): Options Outstanding Options Exercisable Exercise Price Shares Weighted Shares Weighted $0.06 – 0.40 2,309 5.64 2,308 5.64 1.55 – 1.75 2,120 7.34 2,006 7.34 2.43 3,242 8.42 3,241 8.42 8.13 – 9.41 1,756 8.82 1,291 8.54 12.21 – 15.17 974 9.28 128 9.02 10,401 8,974 RSUs RSUs for new employees generally vest over four years, with 25% vesting one year after the vesting commencement date on the first Company Quarterly Vesting Date (defined below) and the remaining grant vesting quarterly thereafter on the specified vesting dates of March 15, June 15, September 15, and December 15 (each, a “Company Quarterly Vesting Date” or collectively, “Company Quarterly Vesting Dates”). Additional RSUs granted to current employees generally vest quarterly on Company Quarterly Vesting Dates over four years. RSU activity is as follows (in thousands, except for weighted average grant date fair value): Shares Weighted Average Unvested at December 31, 2021 3,982 $ 11.55 Granted 10,536 4.97 Vested (2,294) 8.86 Forfeited and expired (623) 8.05 Unvested at December 31, 2022 11,601 $ 6.40 Included in the above activity are 476,308 earn-out RSUs and 9,478 Parent Warrant RSUs issued to the CEO as part of the Merger that vest in accordance with the same market conditions as the CEO stock options, of which 317,539 earn-out RSUs and 6,319 Parent Warrant RSUs have vested as of December 31, 2022. In addition, the Company granted 45,297 RSUs in 2020 and 4,431 earn-out RSUs and 88 Parent Warrant RSUs as part of the Merger in January 2021 to a non-executive officer that vest upon meeting certain revenue targets from the sale of specific products, of which 15,099 RSUs, 1,477 earn-out RSUs, and 30 Parent Warrant RSUs have vested as of December 31, 2022. These grants are also included in the above activity. As of December 31, 2022, there was unrecognized stock-based compensation related to unvested RSUs of $59.1 million, which is expected to be recognized over a weighted average period of 3.02 years. Warrants As of December 31, 2022, there were 462,335 Class A common stock warrants outstanding and exercisable issued to nonemployees in connection with vendor service arrangements, with a weighted average exercise price of $1.75, a weighted average contractual term of 7.01 years, and an aggregate intrinsic value of $2.2 million. Upon the exercise of outstanding warrants, vendors also have the right to receive 45,225 shares of Merger consideration, consisting of the holders’ allocation of earn-out consideration. As of December 31, 2022, all stock-based compensation expense related to vendor warrants and associated earn-out shares has been recognized. As of December 31, 2022, there were 98,723 Class A common stock warrants outstanding and exercisable issued in connection with a pre-Merger debt arrangement, with a weighted average exercise price of $6.96, a weighted average contractual term of 6.71 years, and no aggregate intrinsic value. These debt warrants were recorded in additional paid-in capital as a result of their conversion to equity-classified Class A common stock warrants in connection with the Merger. Acquisitions As part of the acquisitions of HHL and Apostrophe, the Company issued 177,327 and 5,742,378 shares of Class A common stock, respectively. In each acquisition, the Company also issued additional shares of Class A common stock that are subject to vesting. Stock Subject to Vesting and Earn-out Share Liability In June 2021, the Company granted 447,553 restricted shares of Class A common stock subject to vesting with an aggregate grant date fair value of $5.5 million in connection with the acquisition of HHL. As part of the acquisition of HHL, the Company also recognized an earn-out liability based on the achievement of certain revenue targets. A portion of the earn-out liability is expected to be settled in shares of Class A common stock. Vesting of the restricted shares and a portion of total earn-out payable to specific individuals are contingent on each recipient’s continued employment. Accordingly, the Company has recognized stock-based compensation expense related to these awards for the years ended December 31, 2022 and 2021. The expense will be recognized over a four-year vesting period with 25% vesting one year after the acquisition date and the remaining vesting quarterly thereafter. As of December 31, 2022, there was unrecognized stock-based compensation expense of $3.6 million, which will be recognized over a weighted average period of 2.36 years. In July 2021, the Company granted 2,332,557 restricted shares of Class A common stock subject to vesting with an aggregate grant date fair value of $24.2 million in connection with the acquisition of Apostrophe. Vesting of the restricted shares is contingent on each recipient’s continued employment. Accordingly, the Company has recognized stock-based compensation expense related to these awards for the years ended December 31, 2022 and 2021. The expense will be recognized over a three-year vesting period with 17% vesting 6 months after the acquisition date and the remaining vesting quarterly thereafter. As of December 31, 2022, there was unrecognized stock-based compensation expense of $12.1 million, which will be recognized over a weighted average period of 1.50 years. Stock-Based Compensation Expense The following table summarizes stock-based compensation expense for employees and nonemployees, by category, on the consolidated statements of operations and comprehensive loss for the years ended December 31, 2022, 2021, and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 Marketing $ 4,648 $ 9,664 $ 1,172 Operations and support 2,684 2,735 155 Technology and development 4,327 4,481 269 General and administrative 31,158 50,331 4,235 Total stock-based compensation expense $ 42,817 $ 67,211 $ 5,831 The Company capitalized $0.6 million and $0.7 million of stock-based compensation as internal-use software for the years ended December 31, 2022 and 2021, respectively, and none for the year ended December 31, 2020. |