09/09/2024 | Press release | Distributed by Public on 09/09/2024 14:03
|
Delaware
(State or other jurisdiction of
incorporation or organization) |
| |
98-1482650
(I.R.S. Employer
Identification Number) |
|
|
Copies to:
|
| |||
|
Alexa Belonick
Elena Vespoli Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP 550 Allerton Street Redwood City, California 94063 Tel: (650) 321-2400 |
| |
Soleil Boughton
Chief Legal Officer Hims & Hers Health, Inc. 2269 Chestnut Street, #523 San Francisco, CA 94123 Tel: (415) 851-0195 |
|
|
Large accelerated filer
☒
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☐
|
| |
Smaller reporting company
☐
|
|
| | | |
Emerging growth company
☐
|
|
| | |
Page
|
| |||
ABOUT THIS PROSPECTUS
|
| | | | 1 | | |
WHERE YOU CAN FIND MORE INFORMATION
|
| | | | 2 | | |
INCORPORATION BY REFERENCE
|
| | | | 2 | | |
RISK FACTORS
|
| | | | 4 | | |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
| | | | 4 | | |
PROSPECTUS SUMMARY
|
| | | | 6 | | |
USE OF PROCEEDS
|
| | | | 7 | | |
DESCRIPTION OF SECURITIES
|
| | | | 7 | | |
DESCRIPTION OF CAPITAL STOCK AND OUTSTANDING WARRANTS
|
| | | | 7 | | |
DESCRIPTION OF DEBT SECURITIES
|
| | | | 14 | | |
DESCRIPTION OF WARRANTS
|
| | | | 23 | | |
DESCRIPTION OF RIGHTS
|
| | | | 25 | | |
DESCRIPTION OF UNITS
|
| | | | 25 | | |
SELLING STOCKHOLDERS
|
| | | | 26 | | |
PLAN OF DISTRIBUTION
|
| | | | 27 | | |
LEGAL MATTERS
|
| | | | 31 | | |
EXPERTS
|
| | | | 31 | | |
|
SEC Registration Fee
|
| | | $ | (1) | | |
|
Transfer Agent and Registrar Fees and Expenses
|
| | | | * | | |
|
Printing Expenses
|
| | | | * | | |
|
Legal Fees and Expenses
|
| | | | * | | |
|
Accounting Fees and Expenses
|
| | | | * | | |
|
Miscellaneous
|
| | | | * | | |
|
Total
|
| | | | * | | |
|
Exhibit
|
| |
Description
|
|
| 1.1* | | | Form of Underwriting Agreement. | |
| 2.1† | | | | |
| 3.1 | | | Certificate of Incorporation of Hims & Hers Health, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 001-38986), filed with the SEC on January 26, 2021). | |
| 3.2 | | | | |
| 4.1 | | | Certificate of Corporate Domestication of Oaktree Acquisition Corp. (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K (File No. 001-38986), filed with the SEC on January 26, 2021). | |
| 4.2* | | | Certificate of designation, preferences and rights with respect to any preferred stock issued hereunder. | |
| 4.3 | | |
Form of Indenture with respect to Debt Securities.
|
|
| 4.4* | | | Form of Debt Security. | |
| 4.5* | | | Form of Warrant Agreement (Stock) (including form of Warrant Certificate). | |
| 4.6* | | | Form of Warrant Agreement (Debt) (including form of Warrant Certificate). | |
| 4.7* | | | Form of Unit Agreement. | |
| 4.8* | | | Form of Rights Agreement. | |
| 5.1 | | |
Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP.
|
|
| 23.1 | | |
Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (included in Exhibit 5.1).
|
|
| 23.2 | | |
Consent of KPMG LLP.
|
|
| 24.1 | | |
Power of Attorney (included on the signature page).
|
|
| 25.1** | | | Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Indenture. | |
| 107 | | |
Filing Fee Table.
|
|
|
Name
|
| |
Title
|
| |
Date
|
|
|
/s/ Andrew Dudum
Andrew Dudum
|
| |
Chief Executive Officer and Director
(Principal Executive Officer) |
| |
September 9, 2024
|
|
|
/s/ Oluyemi Okupe
Oluyemi Okupe
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
September 9, 2024
|
|
|
/s/ Irene Becklund
Irene Becklund
|
| |
Senior Vice President, Controller
(Principal Accounting Officer) |
| |
September 9, 2024
|
|
|
/s/ Patrick H. Carroll, M.D.
Patrick H. Carroll, M.D.
|
| |
Director
|
| |
September 9, 2024
|
|
|
/s/ Toby Cosgrove, M.D.
Toby Cosgrove, M.D.
|
| |
Director
|
| |
September 9, 2024
|
|
|
/s/ Anja Manuel
Anja Manuel
|
| |
Director
|
| |
September 9, 2024
|
|
|
/s/ Christopher Payne
Christopher Payne
|
| |
Director
|
| |
September 9, 2024
|
|
|
Name
|
| |
Title
|
| |
Date
|
|
|
/s/ Christiane Pendarvis
Christiane Pendarvis
|
| |
Director
|
| |
September 9, 2024
|
|
|
/s/ Andrea Perez
Andrea Perez
|
| |
Director
|
| |
September 9, 2024
|
|
|
/s/ Kåre Schultz
Kåre Schultz
|
| |
Director
|
| |
September 9, 2024
|
|
|
/s/ David Wells
David Wells
|
| |
Director
|
| |
September 9, 2024
|
|