HIMS Hims & Hers Health
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2021
HIMS & HERS HEALTH, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
2269 Chestnut Street, #523
San Francisco, California
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (415) 851-0195
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
Name of each exchange
on which registered
|Class A common stock, $0.0001 par value||HIMS||New York Stock Exchange|
|Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock||HIMS WS||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. ☐
Results of Operations and Financial Condition
The information set forth under Item 4.02(a) is incorporated into this Item 2.02 by reference.
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
On April 12, 2021, the Staff of the Securities and Exchange Commission (the “SEC”) issued a public statement (the “Staff Statement”) that highlighted the complex nature of warrants issued in connection with the formation and initial public offering of a special purpose acquisition company (“SPAC”) and the potential related accounting and reporting considerations. The Staff Statement informed market participants that warrants issued by SPACs may require classification as a liability of the entity measured at fair value, rather than equity.
Based on the Staff Statement, Hims & Hers Health, Inc. (the “Company”) re-evaluated the accounting treatment of the public warrants and private placement warrants (collectively, the “Warrants”) issued in connection with the initial public offering of Oaktree Acquisition Corp. (“OAC”), a SPAC, and recorded in the Company’s consolidated financial statements. The Company concluded that the Warrants did not meet the conditions to be classified within equity under the Staff Statement and should have been presented as a liability and marked to fair value each reporting period. Company management conducted this re-evaluation in consultation with WithumSmith+Brown, PC, the independent registered public accounting firm of OAC during the Non-Reliance Periods (as defined below), as well as an independent valuation expert and the Company’s current independent registered public accounting firm, KPMG LLP.
The historical financial statements of Hims, Inc. are not affected by the Staff Statement. As previously announced, Hims, Inc. and OAC completed their merger on January 20, 2021. Immediately following the merger, OAC changed its name to Hims & Hers Health, Inc. Consistent with industry practice among SPACs, OAC had been accounting for the Warrants within equity, and recorded the Warrants as equity classified in its pre-merger, historical consolidated financial statements. Because the merger was consummated on January 20, 2021, the Form 10-Q for the quarter in which the transaction closed has not yet been filed. However, consistent with the Staff Statement, the Company intends to restate the historical financial statements of OAC such that the Warrants are accounted for as liabilities and marked-to-market each applicable reporting period.
On May 3, 2021, the Company’s board of directors, after considering the recommendations of management and the audit committee (the “Audit Committee”) of the Company’s board of directors, determined that in light of the Staff Statement it was appropriate for the Company to restate the following financial statements previously filed with the SEC: (i) its audited financial statements as of December 31, 2020 and 2019, for the year ended December 31, 2020 and for the period from April 9, 2019 (inception) through December 31, 2019 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and (ii) the condensed consolidated unaudited financial statements included in the Company’s Quarterly Reports on Form 10-Q for (a) the three months ended March 31, 2020, (b) the three and six months ended June 30, 2020, and (c) the three and nine months ended September 30, 2020, the three months ended September 30, 2019 and the period from April 9, 2019 (inception) through September 30, 2019 (collectively, the “Non-Reliance Periods”). Accordingly, the financial statements referred to in the preceding sentence should not be relied upon. Similarly, the related press releases, the Report of the Independent Registered Public Accounting Firm on the financial statements as of December 31, 2020 and 2019, for the year ended December 31, 2020 and the period from April 9, 2019 (inception) through December 31, 2019 and the stockholder communications describing the relevant portions of the Company’s financial statements for the Non-Reliance Periods should no longer be relied upon.
The Company is working diligently with its auditors and an independent valuation expert to finalize the valuation of the Warrants, and file an amendment to its Annual Report on Form 10-K for the year ended December 31, 2020 (the “Form 10-K/A”) reflecting the reclassification of the Warrants for the Non-Reliance Periods as soon as practicable. The adjustments to the financial statement items for the Non-Reliance Periods will be set forth through disclosures in the financial statements included in the Form 10-K/A. In light of the restatement, the Company is reassessing the effectiveness of its disclosure controls and procedures and internal controls over financial reporting as of December 31, 2020. The Company’s management, board of directors and Audit Committee have discussed the matters disclosed in this Item 4.02(a) with WithumSmith+Brown, PC, the independent registered public accounting firm of OAC during the Non-Reliance Period, and the Company’s current independent registered public accounting firm, KPMG LLP.
The Company currently expects that the reclassification of the Warrants will have no impact on its historical liquidity, cash flows, or revenues. On a preliminary basis, and subject to change upon completion of a third-party valuation analysis, for the first quarter of 2021, the Company expects to record less than $5 million of non-cash other expense as a result of mark-to-market accounting and a $30-$35 million warrant liability as of March 31, 2021.
All estimates contained in this report are subject to change as management completes the Form 10-K/A, and the Company’s independent registered public accounting firms have not audited or reviewed these estimates or ranges. An audit of annual financial statements and/or review of quarterly financial statements could result in material changes to these ranges and estimates.
Cautionary Note Regarding Forward-Looking Statements
This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can be identified by the use of forward-looking terminology, including the word “expects,” or its negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to the expected impact of the reclassification on future or historical financial statements.
These statements are based on management’s current expectations, but actual results may differ materially due to various factors. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, further changes in or developments regarding accounting guidance regarding warrants, adjustments to the estimates and ranges shared in this report following review by the Company’s independent auditors, as well as those factors described in the “Risk Factors” section of the Form 10-K/A that we will file with the SEC.
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in reports we have filed or will file with the SEC, including the Form 10-K/A.
Regulation FD Disclosure
The following information is being furnished pursuant to Item 7.01 of Form 8-K. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
On May 4, 2021, the Company issued a press release related to the matters described in Item 4.02(a). A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
Financial Statements and Exhibits
|99.1||Press release dated May 4, 2021|
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: May 4, 2021||By:||/s/ Andrew Dudum|
Chief Executive Officer