Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | May 14, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity Registrant Name | HIMS & HERS HEALTH, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-38986 | |
Entity Tax Identification Number | 98-1482650 | |
Entity Address, Address Line One | 2269 Chestnut Street, #523 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94123 | |
City Area Code | 415 | |
Local Phone Number | 851-0195 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001773751 | |
Current Fiscal Year End Date | --12-31 | |
Common Class A | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | |
Trading Symbol | HIMS | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding (in shares) | 183,424,155 | |
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock | |
Trading Symbol | HIMS WS | |
Security Exchange Name | NYSE | |
Common Class V | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 8,377,623 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Current assets: | |||
Cash and cash equivalents | $ 88,169 | $ 27,344 | |
Short-term investments | 235,097 | 72,864 | |
Inventory | 4,523 | 3,543 | |
Prepaid expenses and other current assets | 12,407 | 5,404 | |
Deferred transaction costs | 0 | 3,929 | |
Total current assets | 340,196 | 113,084 | |
Restricted cash, noncurrent | 856 | 1,006 | |
Other long-term assets | 4,848 | 4,607 | |
Total assets | 345,900 | 118,697 | |
Current liabilities: | |||
Accounts payable | 13,233 | 8,066 | |
Accrued liabilities | 5,823 | 4,984 | |
Deferred revenue | 624 | 1,272 | |
Warrant liabilities | 906 | $ 0 | |
Total current liabilities | 19,680 | 15,228 | |
Warrant liabilities | 33,370 | 0 | |
Deferred rent, noncurrent | 384 | 381 | |
Total liabilities | 53,434 | 15,609 | |
Commitments and contingencies (Note 11) | |||
Mezzanine equity: | |||
Total mezzanine equity | 0 | 249,962 | |
Stockholders' equity (deficit): | |||
Common stock – Class A shares, par value $0.0001, 2,750,000,000 and 166,696,759 shares authorized and 182,973,780 and 46,025,754 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively; Class V shares, par value $0.0001, 10,000,000 shares authorized and 8,377,623 shares issued, and outstanding as of March 31, 2021; Class F shares, par value $0.0001, 6,941,352 shares authorized, issued, and outstanding as of December 31, 2020 | 18 | 0 | |
Additional paid-in capital | 515,216 | 24,429 | |
Accumulated other comprehensive loss | (72) | (11) | |
Accumulated deficit | (222,696) | (171,292) | |
Total stockholders' equity (deficit) | 292,466 | (146,874) | $ (139,953) |
Total liabilities, mezzanine equity, and stockholders' equity (deficit) | $ 345,900 | $ 118,697 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Mezzanine equity: | ||
Mezzanine equity, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Mezzanine equity, shares authorized (in shares) | 275,000,000 | 95,997,674 |
Mezzanine equity, shares issued (in shares) | 0 | 93,328,118 |
Mezzanine equity, shares outstanding (in shares) | 0 | 93,328,118 |
Mezzanine equity, liquidation preference | $ 0 | $ 268,452,000 |
Common Class A | ||
Stockholders' equity (deficit): | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 2,750,000,000 | 166,696,759 |
Common stock, shares issued (in shares) | 182,973,780 | 46,025,754 |
Common stock, shares outstanding (in shares) | 182,973,780 | 46,025,754 |
Common Class V | ||
Stockholders' equity (deficit): | ||
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 10,000,000 | |
Common stock, shares issued (in shares) | 8,377,623 | |
Common stock, shares outstanding (in shares) | 8,377,623 | |
Common Class F | ||
Stockholders' equity (deficit): | ||
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 6,941,352 | |
Common stock, shares issued (in shares) | 6,941,352 | |
Common stock, shares outstanding (in shares) | 6,941,352 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 52,314 | $ 30,063 |
Cost of revenue | 12,067 | 9,444 |
Gross profit | 40,247 | 20,619 |
Operating expenses: | ||
Marketing | 26,958 | 12,773 |
Selling, general, and administrative | 61,698 | 14,064 |
Total operating expenses | 88,656 | 26,837 |
Loss from operations | (48,409) | (6,218) |
Other income (expense): | ||
Interest expense | 0 | (10) |
Other (expense) income, net | (2,905) | 230 |
Loss before provision for income taxes | (51,314) | (5,998) |
Provision for income taxes | (90) | (35) |
Net loss | (51,404) | (6,033) |
Other comprehensive loss | (61) | (42) |
Total comprehensive loss | $ (51,465) | $ (6,075) |
Net loss per share attributable to common stockholders: | ||
Basic (in dollars per share) | $ (0.34) | $ (0.17) |
Diluted (in dollars per share) | $ (0.34) | $ (0.17) |
Weighted average shares outstanding: | ||
Basic (in shares) | 153,080,538 | 34,610,061 |
Diluted (in shares) | 153,080,538 | 34,610,061 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Mezzanine Equity and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | PIPE Investment | Class A Common Stock Warrants | Common Stock | Common StockPIPE Investment | Common StockClass A Common Stock Warrants | Additional Paid-In Capital | Additional Paid-In CapitalPIPE Investment | Additional Paid-In CapitalClass A Common Stock Warrants | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Redeemable Convertible Preferred Stock | Redeemable Class A Common Stock | Previously Reported | Previously ReportedCommon Stock | Previously ReportedAdditional Paid-In Capital | Previously ReportedAccumulated Other Comprehensive Income (Loss) | Previously ReportedAccumulated Deficit | Previously ReportedRedeemable Convertible Preferred Stock | Previously ReportedRedeemable Class A Common Stock | Revision of Prior Period, Adjustment | Revision of Prior Period, AdjustmentCommon Stock | Revision of Prior Period, AdjustmentAdditional Paid-In Capital | Revision of Prior Period, AdjustmentRedeemable Convertible Preferred Stock | Revision of Prior Period, AdjustmentRedeemable Class A Common Stock |
Mezzanine equity, beginning balance (in shares) at Dec. 31, 2019 | 84,514,191 | 737,058 | 186,573,651 | 1,627,132 | 102,059,460 | 890,074 | |||||||||||||||||||
Mezzanine equity, beginning balance at Dec. 31, 2019 | $ 186,741 | $ 4,500 | $ 186,741 | $ 4,500 | |||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||||||
Issuance of Series D convertible preferred stock, net of issuance costs (in shares) | 4,537,700 | ||||||||||||||||||||||||
Issuance of Series D convertible preferred stock, net of issuance costs | $ 31,511 | ||||||||||||||||||||||||
Conversion of convertible securities (in shares) | (737,058) | ||||||||||||||||||||||||
Conversion of convertible securities | $ (4,500) | ||||||||||||||||||||||||
Mezzanine equity, ending balance (in shares) at Mar. 31, 2020 | 89,051,891 | 0 | |||||||||||||||||||||||
Mezzanine equity, ending balance at Mar. 31, 2020 | $ 218,252 | $ 0 | |||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 51,588,612 | 113,887,093 | 62,298,481 | ||||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ (139,793) | $ 0 | $ 13,383 | $ 2 | $ (153,178) | $ (139,793) | $ 0 | $ 13,383 | $ 2 | $ (153,178) | $ 0 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Conversion of convertible securities (in shares) | 737,058 | ||||||||||||||||||||||||
Conversion of convertible securities | 4,500 | 4,500 | |||||||||||||||||||||||
Exercise of vested stock options (in shares) | 226 | ||||||||||||||||||||||||
Early exercise of unvested stock options (in shares) | 226 | ||||||||||||||||||||||||
Vesting of early exercised stock options | 11 | 11 | |||||||||||||||||||||||
Forfeiture of unvested early exercised shares (in shares) | (46,242) | ||||||||||||||||||||||||
Stock-based compensation | 1,404 | 1,404 | |||||||||||||||||||||||
Other comprehensive income | (42) | (42) | |||||||||||||||||||||||
Net loss | (6,033) | (6,033) | |||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2020 | 52,279,880 | ||||||||||||||||||||||||
Ending balance at Mar. 31, 2020 | $ (139,953) | $ 0 | 19,298 | (40) | (159,211) | ||||||||||||||||||||
Mezzanine equity, beginning balance (in shares) at Dec. 31, 2019 | 84,514,191 | 737,058 | 186,573,651 | 1,627,132 | 102,059,460 | 890,074 | |||||||||||||||||||
Mezzanine equity, beginning balance at Dec. 31, 2019 | $ 186,741 | $ 4,500 | $ 186,741 | $ 4,500 | |||||||||||||||||||||
Mezzanine equity, ending balance (in shares) at Dec. 31, 2020 | 93,328,118 | 93,328,118 | 0 | 206,031,290 | 0 | 112,703,172 | |||||||||||||||||||
Mezzanine equity, ending balance at Dec. 31, 2020 | $ 249,962 | $ 249,962 | $ 0 | $ 249,962 | $ 0 | ||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 51,588,612 | 113,887,093 | 62,298,481 | ||||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | (139,793) | $ 0 | 13,383 | 2 | (153,178) | (139,793) | $ 0 | 13,383 | 2 | (153,178) | $ 0 | ||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 52,967,106 | 116,930,602 | 63,963,496 | ||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | $ (146,874) | $ 5 | 24,424 | (11) | (171,292) | $ (146,874) | $ 0 | $ 24,429 | $ (11) | $ (171,292) | $ 5 | $ (5) | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||||||
Pre-closing stock repurchase, net of exercise of vested options (in shares) | 206,511 | ||||||||||||||||||||||||
Pre-closing stock repurchase, net of exercise of vested options | $ 125 | ||||||||||||||||||||||||
Conversion of convertible securities (in shares) | (93,121,607) | ||||||||||||||||||||||||
Conversion of convertible securities | $ (249,837) | ||||||||||||||||||||||||
Mezzanine equity, ending balance (in shares) at Mar. 31, 2021 | 0 | 0 | 0 | ||||||||||||||||||||||
Mezzanine equity, ending balance at Mar. 31, 2021 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Pre-closing stock repurchase, net of exercise of vested options (in shares) | (1,817,519) | ||||||||||||||||||||||||
Pre-closing stock repurchase, net of exercise of vested options | (21,902) | (21,902) | |||||||||||||||||||||||
Conversion of convertible securities (in shares) | 93,121,607 | 1,867,292 | |||||||||||||||||||||||
Conversion of convertible securities | 249,837 | $ 21,678 | $ 9 | 249,828 | $ 21,678 | ||||||||||||||||||||
Repayment of related-party promissory notes associated with vested shares | 854 | 854 | |||||||||||||||||||||||
Forfeiture of related-party promissory notes (in shares) | (370,734) | ||||||||||||||||||||||||
Conversion of Series D preferred stock warrants to Class A common warrants | 1,160 | 1,160 | |||||||||||||||||||||||
Issuance of common stock upon Merger, net of transaction costs and merger warrant liability (in shares) | 23,892,244 | ||||||||||||||||||||||||
Issuance of common stock upon Merger, net of transaction costs and Merger warrants liability | 129,659 | $ 2 | 129,657 | ||||||||||||||||||||||
Issuance of PIPE shares (in shares) | 7,500,000 | ||||||||||||||||||||||||
Issuance of PIPE shares | $ 75,000 | $ 1 | $ 74,999 | ||||||||||||||||||||||
Issuance of earn-out shares to common stockholders (in shares) | 14,153,520 | ||||||||||||||||||||||||
Issuance of earn-out shares to common stockholders | 1 | $ 1 | |||||||||||||||||||||||
Exercise of vested stock options (in shares) | 37,887 | ||||||||||||||||||||||||
Exercise of vested stock options | 80 | 80 | |||||||||||||||||||||||
Vesting of early exercised stock options | 54 | 54 | |||||||||||||||||||||||
Warrant expense in connection with Merger | 154 | 154 | |||||||||||||||||||||||
Stock-based compensation | 34,230 | 34,230 | |||||||||||||||||||||||
Other comprehensive income | (61) | (61) | |||||||||||||||||||||||
Net loss | (51,404) | (51,404) | |||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 191,351,403 | ||||||||||||||||||||||||
Ending balance at Mar. 31, 2021 | $ 292,466 | $ 18 | $ 515,216 | $ (72) | $ (222,696) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Mezzanine Equity and Stockholders' Deficit (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Payments of stock issuance costs | $ 12,794 | $ 89 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Operating activities | |||
Net loss | $ (51,404) | $ (6,033) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 394 | 180 | |
Stock-based compensation | 34,230 | 1,404 | |
Change in fair value of warrant liabilities | 2,681 | (71) | |
Warrant expense in connection with Merger | 154 | 0 | |
Amortization of debt issuance costs | 144 | 84 | |
Noncash other | 452 | (16) | |
Changes in operating assets and liabilities: | |||
Inventory | (980) | (2,000) | |
Prepaid expenses and other current assets | (7,147) | (471) | |
Other long-term assets | (58) | 733 | |
Accounts payable | 5,117 | 674 | |
Accrued liabilities | 1,114 | 199 | |
Deferred revenue | (648) | 126 | |
Deferred rent | 3 | 0 | |
Net cash used in operating activities | (15,948) | (5,191) | |
Investing activities | |||
Purchases of investments | (172,021) | (17,642) | |
Maturities of investments | 9,500 | 19,200 | |
Proceeds from sales of investments | 0 | 6,400 | |
Investment in website development and internal-use software | (740) | (452) | |
Purchases of property, equipment, and intangible assets | (63) | (273) | |
Net cash (used in)/provided by investing activities | (163,324) | 7,233 | |
Financing activities | |||
Proceeds from issuance of redeemable convertible preferred stock | 0 | 31,600 | |
Payments of stock issuance costs | (12,794) | (89) | |
Pre-closing stock repurchase | (22,027) | 0 | |
Proceeds from issuance of common stock, recapitalization | 197,686 | 0 | |
Proceeds from PIPE | 75,000 | 0 | |
Repayment of promissory notes associated with vested and unvested shares | 1,193 | 0 | |
Proceeds from exercise of Class A common stock warrants | 807 | 0 | |
Proceeds from exercise of vested and unvested stock options, net of repurchases | 80 | (18) | |
Repayments of principal on term loan | 0 | (1,158) | |
Net cash provided by financing activities | 239,945 | 30,335 | |
Foreign currency effect on cash and cash equivalents | 2 | (9) | |
Increase in cash, cash equivalents, and restricted cash | 60,675 | 32,368 | |
Cash, cash equivalents, and restricted cash at beginning of the year | 28,350 | 22,797 | $ 22,797 |
Cash, cash equivalents, and restricted cash at end of the three-month period | 89,025 | 55,165 | $ 28,350 |
Supplemental disclosures of cash flow information | |||
Cash paid for taxes | 59 | 69 | |
Cash paid for interest | 0 | 8 | |
Noncash investing and financing activities | |||
Recapitalization of redeemable convertible preferred stock from pre-closing stock repurchase | 125 | 0 | |
Conversion of redeemable convertible preferred stock to common stock | 249,837 | 0 | |
Assumption of Merger warrants liability | 51,814 | 0 | |
Exercise of Private Placement Warrants and Public Warrants | 20,871 | 0 | |
Reclassification of deferred transaction costs | 3,929 | 0 | |
Conversion of Series D preferred stock warrants to Class A common warrants | 1,160 | 0 | |
Change in transaction costs payable | 511 | 0 | |
Vesting of early exercised stock options | 54 | 11 | |
Expiration of Class A common stock redemption right | $ 0 | $ 4,500 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Hims & Hers Health, Inc. (the "Company"), formerly known as Oaktree Acquisition Corp. ("OAC"), is a direct-to-customer telehealth company incorporated in Delaware. The Company's mission is to make healthcare accessible, affordable, and convenient for everyone. The Company designed and built a digitally native, cloud-based technology centered around the consumer, and designed everything with the consumer in mind. The Company's proprietary websites, telehealth platform, electronic medical records system, pharmacy integration, and mobile accessibility combine to provide customers with a seamless, easy-to-use, mobile-first experience. The Company offers a range of health and wellness products and services available for purchase directly by customers on the Company's websites and through wholesale partners. On January 20, 2021 (the "Closing Date"), OAC completed the acquisition of Hims, Inc. ("Hims") pursuant to the Agreement and Plan of Merger dated as of September 30, 2020 (the "Merger Agreement") by and among OAC, Hims, and Rx Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of OAC ("Merger Sub"). The Merger Agreement provided for, among other things, the combination of Hims and OAC pursuant to the merger of Merger Sub with and into Hims, with Hims continuing as the surviving entity and as a wholly-owned subsidiary of OAC (the "Merger"). The Merger was accounted for as a reverse recapitalization with Hims as the accounting acquirer and OAC as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the unaudited condensed consolidated financial statements represents the accounts of Hims and its wholly owned subsidiaries as if Hims is the predecessor to the Company. The shares and net loss per common share, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio established in the Merger (0.4530 shares of Company Class A common stock for 1 share of Hims Class A common stock). Prior to the Merger, OAC ordinary shares and warrants were traded on the New York Stock Exchange ("NYSE") under the ticker symbols "OAC" and "OAC WS", respectively. On the Closing Date, the Company's Class A common stock and warrants began trading on the NYSE under the ticker symbols "HIMS" and "HIMS WS", respectively. One of the primary purposes of the Merger was to provide a platform for Hims to gain access to the U.S. capital markets. See Note 3 – Recapitalization for additional details. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to accounting principles generally accepted in the United States of America ("U.S. GAAP"). The condensed consolidated financial statements as of March 31, 2021 are unaudited. The condensed consolidated balance sheet as of December 31, 2020, included herein was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes as of and for the year ended December 31, 2020 (the "audited consolidated financial statements"). The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management's opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Company's balance sheet, results of operations, and cash flows for the three-month periods, but are not necessarily indicative of the results expected for the full fiscal year or any other period. The unaudited condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and variable interest entities in which it holds a controlling financial interest. All intercompany transactions and balances have been eliminated in these condensed consolidated financial statements. For the three months ended March 31, 2021 and 2020, the Company had operations primarily in the United States and immaterial operations in the United Kingdom. There have been no changes to the Company's significant accounting policies described in the audited consolidated financial statements for the year ended December 31, 2020, that have had a material impact on these condensed consolidated financial statements and related notes. The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The more significant estimates and assumptions by management include, among others, valuation of inventory, valuation and recognition of stock-based compensation expense, valuation and recognition of warrants, and estimates in capitalization of website development and internal-use software costs. Management believes that the estimates and judgments upon which it relies, are reasonable based upon information available to it at the time that these estimates and judgments were made. Actual results experienced by the Company may differ from management's estimates. To the extent that there are material differences between these estimates and actual results, the Company's condensed consolidated financial statements will be affected. Investments Available-for-sale debt instruments with original maturities at the date of purchase greater than three months and remaining maturities of less than one year are classified as short-term investments. Available-for-sale debt instruments with original maturities at the date of purchase and remaining maturities of greater than one year are classified as long-term investments. The Company intends to sell such investments at or close to maturity. The investments, if any, are designated as available-for-sale and are reported at fair value, with unrealized gains and losses, net of tax, recorded in other comprehensive income on the consolidated statements of operations and comprehensive loss, except as noted in the Other-Than-Temporary Impairment section that follows. The Company determines the cost of the investment sold based on specific identification at the individual security level. The Company records the interest income and realized gains and losses on the sale of these instruments within other (expense) income, net on the condensed consolidated statements of operations and comprehensive loss. Other-Than-Temporary Impairment The Company's investments are subject to a periodic impairment review. Investments are considered impaired when the fair value is below the investment's adjusted cost basis. This would occur for marketable debt instruments when the fair value is below amortized cost and the Company intends to sell the instrument, when it is more likely than not that the Company will be required to sell the instrument before recovery of its amortized cost basis, or when the Company does not expect to recover the entire amortized cost basis of the instrument (a credit loss exists). When the Company does not expect to recover the entire amortized cost basis of the instrument, it separates other-than-temporary impairments into amounts representing credit losses, which are recognized in other (expense) income, net, and amounts related to all other factors, which are recognized in other comprehensive (loss) income on the condensed consolidated statements of operations and comprehensive loss. The Company incurred no other-than-temporary impairments on investments for the three months ended March 31, 2021 or 2020. Inventory Inventory primarily consists of finished goods and raw materials that are located at Company-managed and third-party fulfillment warehouses. Inventory is stated at the lower of cost and net realizable value and inventory cost is determined by the weighted average cost method. The Company reserves for expired, slow-moving, and excess inventory by estimating the net realizable value based on the potential future use of such inventory. Management monitors inventory to identify events that would require impairment due to slow-moving, expired, or obsolete inventory and reduces the value of inventory when required. Obsolete inventory balances are written off against the inventory allowance when management determines that the inventory cannot be sold. The Company recorded write-offs of less than $0.1 million for the three months ended March 31, 2021 and $0.1 million for the three months ended March 31, 2020. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification Topic ("ASC") 606, Revenue from Contracts with Customers , when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company's consolidated revenue primarily comprises of online sales of health and wellness products through the Company's website, including prescription and nonprescription products. In contracts that contain prescription products, revenue also includes medical consultation services. Additionally, starting in March 2020, the Company began selling its products to a new wholesale partner. Revenue consists of the following (in thousands): For the Three Months Ended 2021 2020 Online $ 50,680 $ 28,524 Wholesale 1,634 1,539 Total revenue $ 52,314 $ 30,063 For online revenue, the Company defines its customer as an individual who purchases products or services through the website. For wholesale revenue, Company defines its customer as a wholesale partner. The transaction price in the Company's contracts with customers is the total amount of consideration to which the Company expects to be entitled in exchange for transferring products or services to the customer. The Company's contracts that contain prescription products include two performance obligations: access to (i) products and (ii) consultation services. The Company's contracts that do not contain prescription products have a single performance obligation. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product to the customer and, in contracts that contain services, by the provision of consultation services to the customer. The Company satisfies its performance obligation for products at a point in time, which is upon delivery of the products to a third-party carrier. The Company satisfies its performance obligation for services over the period of the consultation service, which is typically a few days. The customer obtains control of the products and services upon the Company's completion of its performance obligations. For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation on a relative stand-alone selling price basis. The stand-alone selling price is based on the prices at which the Company separately sells the products and services, as well as market and cost plus margin-based estimates. For each of the three months ended March 31, 2021 and 2020, service revenue represented less than 10% of consolidated revenues. To fulfill its promise to customers for contracts that include professional medical consultations, the Company maintains relationships with various "Affiliated Medical Groups", which are professional corporations or other professional entities owned by licensed physicians and other professional entities that engage licensed healthcare professionals (medical doctors, physician assistants, nurse practitioners, and mental health providers; collectively referred to as "Providers" or individually, a "Provider") to provide consultation services. Refer to Note 8 – Variable Interest Entities. The Company accounts for service revenue as a principal in the arrangement with its customers. This conclusion is reached because (i) the Company determines which Affiliated Medical Group and Provider provides the consultation to the customer; (ii) the Company is primarily responsible for the satisfactory fulfillment and acceptability of the services; (iii) the Company incurs costs for consultation services even for visits that do not result in a prescription and the sale of products; and (iv) the Company, at its sole discretion, sets all listed prices charged on its websites for products and services. Additionally, to fulfill its promise to customers for contracts that include professional medical consultations, the Company maintains relationships with affiliated and third-party pharmacies ("Partner Pharmacies" or individually, a "Partner Pharmacy") to fill prescriptions that are ordered by the Company's customers. The Company accounts for prescription product revenue as a principal in the arrangement with its customers. This conclusion is reached because (i) the Company has sole discretion in determining which Partner Pharmacy fills a customer's prescription; (ii) Partner Pharmacies fill the prescription based on fulfillment instructions provided by the Company, including using the Company's branded packaging for generic products; (iii) the Company is primarily responsible to the customer for the satisfactory fulfillment and acceptability of the order; (iv) the Company is responsible for refunds of the prescription medication after transfer of control to the customer; and (v) the Company, at its sole discretion, sets all listed prices charged on its website for products and services. The Company estimates refunds using the expected value method based on historical refunds granted to customers. The Company updates its estimate at the end of each reporting period and recognizes the estimated amount as contra-revenue with a corresponding refund liability. Sales, value-added, and other taxes are excluded from the transaction price and, therefore, from revenue. The Company has made an accounting policy election to account for shipping and handling activities performed after the control of a product has been transferred to the customer as fulfillment costs, with direct costs to ship products to customers included in cost of revenue. The Company's contracts with customers do not contain costs to obtain or costs to fulfill contracts with customers in accordance with ASC 340-40, Other Assets and Deferred Costs—Contracts with Customers . For online sales, payment for prescription medication and nonprescription products is typically collected from the customer a few days in advance of product shipment. Contract liabilities are recorded when payments have been received from the customer for undelivered products or services and are recognized as revenue when the performance obligations are later satisfied. Contract liabilities consisting of balances related to customer prepayments are recognized as current deferred revenue on the condensed consolidated balance sheets since the associated revenue will be primarily recognized within the following period. For wholesale arrangements, payments are collected in accordance with contract terms. Stock-Based Compensation The fair value of stock options, equity-classified warrants issued to vendors, and restricted stock units ("RSUs"), are measured at the grant date fair value. The fair value of employee stock options and vendor warrants are generally determined using the Black-Scholes Merton ("BSM") option-pricing model using various inputs, including estimates of expected volatility, term, risk-free rate, and future dividends. Stock options that were granted to the Company's Chief Executive Officer ("CEO") with performance and market conditions and earn-out RSUs were valued using the Monte Carlo simulation model. The Company recognizes compensation costs on a straight-line basis over the requisite service period of the employee and vendor, which is generally the option vesting term of four years for options and warrants that do not have performance or market conditions. Stock options and RSUs with performance conditions are recognized when it is probable that performance criteria will be achieved and compensation cost is recognized using the accelerated attribution method. The Company accounts for forfeitures as they occur. Warrant Liabilities The Company classifies Private Placement Warrants and Public Warrants (both defined and discussed in Note 14 – Common Stock) as liabilities in addition to warrants to purchase preferred stock. At the end of each reporting period, changes in fair value during the period are recognized as a component of other (expense) income, net within the consolidated statements of operations and comprehensive loss. The Company will continue to adjust the warrant liability for changes in the fair value until the earlier of a) the exercise or expiration of the warrants or b) the redemption of the warrants, at which time the warrants will be reclassified to additional paid-in capital. Leases The Company currently leases a warehouse facility and previously leased office space under noncancelable lease agreements that are accounted for as operating leases. Rent expense is recorded on a straight-line basis over the lease term. For rent abatement and rent escalation provisions, the Company recognizes the related rent expense on a straight-line basis over the lease term. The difference between cash rent payments and the recognition of straight-line rent expense is recorded as deferred rent and amortized over the lease term. Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board ("FASB") issued ASU 2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement , which amends ASC 820, Fair Value Measurement . This ASU modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The standard is effective for public companies for annual periods beginning after December 15, 2019, with early adoption permitted for removed disclosures and delayed adoption until fiscal year 2020 permitted for the new disclosures. The Company adopted this disclosure requirement for the year ended December 31, 2020. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires lessees to recognize leases on their balance sheets and disclose key information about leasing arrangements. The ASU establishes a right-of-use ("ROU") model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition on the income statement. The standard is effective for smaller reporting companies for annual periods beginning after December 15, 2021 and for interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. In July 2018, the FASB approved an amendment to the new guidance that allows companies the option of using the effective date of the new standard as the initial application (at the beginning of the period in which it is adopted, rather than at the beginning of the earliest comparative period) and to recognize the effects of applying the new ASU as a cumulative effect adjustment to the opening balance sheet or retained earnings. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments to require the measurement of expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The guidance also amended the impairment model for available-for-sale debt securities and requires entities to determine whether all or a portion of the unrealized loss on such debt security is a credit loss. In November 2018, ASU 2018-19 was issued which aligns the implementation date for nonpublic entities' annual financial statements with the implementation date for their interim financial statements and clarifies the scope of the guidance in the amendments in ASU 2016-13 to clarify that receivables arising from operating leases are not within the scope of Credit Losses (Topic 326) and should be accounted for in accordance with Leases (Topic 842). In April 2019, the FASB issued ASU 2019-04 which, among other amendments, allows for certain policy elections and practical expedients related to accrued interest on financial instruments. In November 2019, the FASB issued ASU 2019-10 and ASU 2019-11, which addressed certain aspects of the guidance related to effective dates, expected recoveries, troubled debt restructurings, accrued interest receivables, and financial assets secured by collateral. In February and March 2020, the FASB also issued ASU 2020-02 and ASU 2020-03, respectively, which provide certain amendments and improvements to sections of ASU 2016-13. These standards are effective for smaller reporting companies for annual and interim periods beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes , which is intended to improve consistency and simplify several areas of existing guidance. ASU 2019-12 removes certain exceptions to the general principles related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for annual periods beginning after December 15, 2020 for public entities, including interim periods within those fiscal years. The standard is effective for nonpublic companies for annual periods beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and as an emerging growth company ("EGC"), has elected to adopt the pronouncement following the effective date for nonpublic companies. The Company does not expect adoption will have a material impact on the Company's consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, Codification Improvements . The guidance includes amendments to improve the codification by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to the financial statements is codified in the disclosure section of the codification and to clarify guidance so that entities can apply guidance more consistently on codifications that are varied in nature where the original guidance may have been unclear. ASU 2020-10 is effective for annual periods beginning after December 15, 2020 for public entities, including interim periods within those fiscal years. The standard is effective for nonpublic companies for annual periods beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and as an EGC, has elected to adopt the pronouncement following the effective date for nonpublic companies. |
Recapitalization
Recapitalization | 3 Months Ended |
Mar. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Recapitalization | Recapitalization As discussed in Note 1 – Organization, on the Closing Date, OAC completed the acquisition of Hims and acquired 100% of Hims' shares and Hims received gross proceeds of $197.7 million. Transaction costs of $16.2 million, which consist of legal, accounting, and other professional services directly related to the Merger, are included in additional paid-in capital in the condensed consolidated balance sheet as of March 31, 2021. On the Closing Date, each Hims stockholder received approximately 0.4530 shares of the Company's Class A common stock, par value $0.0001 per share, for each share of Hims Class A common stock, par value $0.000001 per share, that such stockholder owned (with the CEO receiving 0.4530 shares of Hims & Hers Class V common stock, par value $0.0001 per share, for each share of Hims Class V common stock, par value $0.000001 per share, that the CEO owned). Each Hims stockholder also received 0.0028 warrants exercisable for the Company's Class A common stock, for each share of Hims Class A or Class V common stock owned by such stockholder prior to the Merger and earn-out shares at an exchange ratio of 0.0443. See Note 13 – Redeemable Convertible Preferred Stock and Note 14 – Common Stock for additional details of the Company's stockholders' equity prior to and subsequent to the Merger. As additional consideration, OAC also granted 888,143 OAC Class A common stock warrants ("Parent Warrants") to Hims' stockholders, 3,443 Parent Warrants to warrant holders, and approximately 35,000 RSUs to Hims' option and RSU holders ("Parent Warrant RSUs"). All equity awards of Hims were assumed by OAC and converted into comparable equity awards that are settled or exercisable for shares of the Company's Class A common stock. As a result, each stock option was converted into an option to purchase shares of the Company's Class A common stock based on an exchange ratio of 0.4530. Each award of the Hims' RSUs was converted into RSUs of the Company based on an exchange ratio of 0.4530. Similarly, all outstanding Hims warrants were converted at an exchange ratio of 0.4530. The Merger was accounted for as a reverse recapitalization with Hims as the accounting acquirer and OAC as the acquired company for accounting purposes. Hims was determined to be the accounting acquirer since Hims' shareholders prior to the Merger had the greatest voting interest in the combined entity, Hims' shareholders appointed the initial directors of the combined Board of Directors and control future appointments, Hims comprises all of the ongoing operations, and Hims' senior management directs operations of the combined entity. Accordingly, all historical financial information presented in these unaudited condensed consolidated financial statements represents the accounts of Hims and its wholly owned subsidiaries as if Hims, rather than OAC, is the predecessor to the Company. No step-up basis of intangible assets or goodwill was recorded and net assets were stated at historical cost consistent with the treatment of the transaction as a reverse recapitalization of Hims. The shares and net loss per common share prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Merger (0.4530 Company shares for 1 Hims share). Earn-Out Shares Following the closing of the Merger, holders of Hims' common stock and outstanding equity awards (including warrant, stock option and RSU holders) had the right to receive up to an aggregate amount of 16,000,000 shares of Company Class A common stock (or equivalent equity award) that would vest (in part) in equal thirds if the trading price of the Company's Class A common stock was greater than or equal to $15.00, $17.50 and $20.00 for any 10 trading days within any 20-trading day period on or prior to the date that is five years following the Closing Date. These shares of restricted Class A common stock and equivalent equity awards would also vest in connection with an acquisition of the Company if the applicable thresholds were met in any sale (as defined in the Merger Agreement) but subject to the same five Distinguishing Liabilities from Equity and are both (i) indexed to the Company's own shares and (ii) meet the criteria for equity classification. PIPE Investment Concurrently with the execution of the Merger Agreement, OAC entered into subscription agreements on September 30, 2020 with certain investors (the "PIPE Investors") pursuant to which such investors collectively subscribed for 7,500,000 shares of the Company's Class A common stock at $10.00 per share for aggregate gross proceeds of $75.0 million (the "PIPE Investment"). The PIPE Investment was consummated substantially concurrently with the closing of the Merger. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Short-term investments as of March 31, 2021, consist of the following (in thousands): Adjusted Unrealized Unrealized Fair Corporate bonds $ 177,273 $ 1 $ (53) $ 177,221 Government bonds 40,955 2 (5) 40,952 Asset-backed bonds 16,928 — (4) 16,924 Total short-term investments $ 235,156 $ 3 $ (62) $ 235,097 Short-term investments as of December 31, 2020, consist of the following (in thousands): Adjusted Unrealized Unrealized Losses Fair Corporate bonds $ 55,224 $ 5 $ (2) $ 55,227 Government bonds 14,121 2 — 14,123 Asset-backed bonds 3,514 — — 3,514 Total short-term investments $ 72,859 $ 7 $ (2) $ 72,864 Short-term investments mature within one year. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consists of the following (in thousands): March 31, December 31, Finished goods $ 3,546 $ 2,856 Raw materials 977 687 Total inventory $ 4,523 $ 3,543 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, Trade and other receivables, net $ 942 $ 1,147 Prepaid expenses 8,650 2,691 Vendor deposits 2,810 1,395 Other current assets 5 171 Total prepaid expenses and other current assets $ 12,407 $ 5,404 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consist of the following (in thousands): March 31, December 31, Marketing expenses $ 1,514 $ 1,122 Professional services 1,480 1,241 Payroll costs 1,250 919 Tax payables 729 651 Warrant exercise deposit liability — 664 Other accrued liabilities 850 387 Total accrued liabilities $ 5,823 $ 4,984 |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities In order for customers to obtain a prescription product, customers must complete a consultation with a Provider on the Company's website through one of the Affiliated Medical Groups and receive a written prescription by the applicable Provider. The Affiliated Medical Groups and the Company do not have any shareholders in common. The Affiliated Medical Groups are 100% owned by licensed physicians. The Company is party to service agreements with the Affiliated Medical Groups pursuant to which the Company provides management and administrative services and collects the medical consultation fees from customers on behalf of the Affiliated Medical Groups. In October 2020, the Company also entered into service agreements with XeCare LLC ("XeCare"), a licensed mail order pharmacy affiliated with the Company which is expected to provide prescription fulfillment services solely to the Company's customers. The Affiliated Medical Groups and XeCare are legal entities that the Company has determined qualify as variable interest entities ("VIEs"). The Company determined that it is the primary beneficiary of these entities for accounting purposes because it has the ability to direct the activities that most significantly affect the entities' economic performance and has the obligation to absorb the losses. Under the VIE model, the Company presents the results of operations and the financial position of the Affiliated Medical Groups and XeCare as part of the consolidated financial statements of the Company as if the consolidated group were a single economic entity. There is no noncontrolling interest upon consolidation of the entities. The results of operations and cash flows of the Affiliated Medical Groups and XeCare are also included in the Company's condensed consolidated financial statements. As of March 31, 2021 and December 31, 2020, the Company's condensed consolidated balance sheets included Affiliated Medical Groups and XeCare's combined current and total assets of $0.5 million and $1.4 million. As of March 31, 2021 and December 31, 2020, current liabilities were $1.1 million and $0.8 million and total liabilities were $1.5 million and $1.2 million. All amounts are after elimination of intercompany transactions and balances. The results of operations and cash flows of the Affiliated Medical Groups and XeCare are included in the Company's condensed consolidated financial statements. For the three months ended March 31, 2021 and 2020, the Affiliated Medical Groups and XeCare combined charged the Company $3.4 million and $0.3 million for services rendered. For the three months ended March 31, 2021 and 2020, the net losses generated by the Affiliated Medical Groups and XeCare combined were $1.8 million and $2.5 million after elimination of intercompany transactions and balances. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company's fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021, is as follows (in thousands): Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents: Money market funds $ 74,930 $ — $ — $ 74,930 Government bonds — 11,082 — 11,082 Short-term investments: Corporate bonds — 177,221 — 177,221 Government bonds — 40,952 — 40,952 Asset-backed bonds — 16,924 — 16,924 Restricted cash: Money market funds 856 — — 856 Total assets 75,786 246,179 — 321,965 Liabilities Warrant liabilities 33,370 — — 33,370 Total liabilities $ 33,370 $ — $ — $ 33,370 The Company's fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020, is as follows (in thousands): Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents: Money market funds $ 12,163 $ — $ — $ 12,163 Government bonds — 12,693 — 12,693 Short-term investments: Corporate bonds — 55,227 — 55,227 Government bonds — 14,123 — 14,123 Asset-backed bonds — 3,514 — 3,514 Restricted cash: Money market funds 1,006 — — 1,006 Total assets 13,169 85,557 — 98,726 Liabilities Warrant liabilities — — 906 906 Total liabilities $ — $ — $ 906 $ 906 The fair values of cash, accounts receivable, accounts payable, and accrued liabilities approximated their carrying values as of March 31, 2021 and December 31, 2020, due to their short-term nature. All other financial instruments except for warrant liabilities related to the preferred stock warrants and Private Placement Warrants are valued either based on recent trades of securities in active markets or based on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data. The warrant liabilities related to the preferred stock warrants and Private Placement Warrants contain significant unobservable inputs including the expected term and with respect to the preferred stock warrants, the share exchange ratio in evaluating the fair value of underlying common stock, and exercise price. Therefore, these warrant liabilities were evaluated to be a Level 3 fair value measurement. In prior periods, the fair value of the preferred stock warrant liability had been measured using the BSM option-pricing model and Monte Carlo simulation. During 2020, the Company changed its valuation method as a result of increased probability that the Company's common shares would be publicly listed in the near-term and began using a probability weighted expected returns methodology. As of December 31, 2020, the Company reverted to using a BSM option-pricing model to determine the value of the outstanding Series D preferred stock warrants (that replaced the Series C preferred stock warrants as discussed in Note 10 – Borrowing Arrangements). Subsequent to the Merger, the Series D preferred stock warrants were converted to Class A common stock warrants. As a result, the Series D preferred stock warrants were adjusted to fair value prior to the conversion resulting in a change in fair value of $0.3 million recognized as a component of other income (expense), net within the consolidated statements of operations and comprehensive loss, and then settled in additional paid-in capital as a result of the conversion to equity-classified Class A common stock warrants. For the three months ended March 31, 2021, changes in warrant liabilities also related to changes in liabilities for warrants assumed as part of the recapitalization, including Private Placement Warrants and Public Warrants (defined and discussed in Note 14 – Common Stock). The Company valued the Private Placement Warrants using a Monte Carlo valuation simulation. Inherent in a Monte Carlo simulation are assumptions related to expected term, volatility, risk-free interest rate and dividend yield. The expected term of the warrants was determined to be equivalent to their remaining contractual term and includes consideration of the redemption features that were incorporated into the Monte Carlo model. The Company derived the volatility of its Class A common stock based on average historical stock volatilities of a peer group of public companies that the Company considers to be comparable to its business over a period equivalent to the expected term of the Private Placement Warrants. The risk-free interest rate is based on the U.S. Treasury's rates of U.S. Treasury zero-coupon bonds with a maturity similar to the expected term of the Private Placement Warrants. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following assumptions were used for the valuation of the Private Placement Warrants on the settlement date: Expected term 0.16 Volatility 65.00 % Risk-free rate 0.03 % Dividend yield — % The Public Warrants were valued as of March 31, 2021 using the listed trading price of $4.40 per Public Warrant. The change in the fair value of warrant liabilities is as follows (in thousands): Balance at December 31, 2020 $ 906 Conversion of Series D preferred stock warrants to Class A common stock warrants (1,160) Private Placement Warrants and Public Warrants 51,814 Exercised warrants (20,871) Increase in fair value of warrants 2,681 Balance at March 31, 2021 $ 33,370 As of March 31, 2021, the Company had no transfers between levels of the fair value hierarchy of its assets or liabilities measured at fair value. Due to the exercise and conversion to Class A common stock warrants of all preferred stock warrants and exercise of all of the Private Placement Warrants during the period, there were no longer any Level 3 warrant liabilities. |
Borrowing Arrangements
Borrowing Arrangements | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Borrowing Arrangements | Borrowing Arrangements Silicon Valley Bank Under the Second Amended and Restated Loan Agreement dated November 27, 2019, between Hims and Silicon Valley Bank ("SVB"), upon Hims' request, SVB would issue letters of credit (the "Letters of Credit") in an aggregate amount not to exceed $2.0 million. This amount is reduced by the amount otherwise available with respect to the cash management services, which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in SVB's various agreements. On September 30, 2020, Hims entered into the First Loan Modification Agreement ("Loan Modification Agreement") and the aggregate amount of the Letters of Credit was amended to $3.5 million. As of March 31, 2021, SVB issued on the Company's behalf, a letter of credit in the amount of $0.8 million as a security deposit for a warehouse space in New Albany, Ohio. SVB required $0.8 million to be maintained as collateral for the outstanding letter of credit. The Company expects to continue to renew the letter of credit through the duration of the lease. As this is for longer than one year, the Company presents the $0.8 million within restricted cash, noncurrent on the consolidated condensed balance sheet. There is a business credit card as part of the cash management services offered by SVB with an initial limit of $2.0 million which is reduced by the amount utilized for any issuances of Letters of Credit. This amount was increased to $3.5 million by the Loan Modification Agreement. To continue to use the credit card, SVB required $0.2 million to be maintained in a collateralized money market account and this was reflected within restricted cash on the consolidated balance sheet as of December 31, 2020. In January 2021, the Company terminated the Second Amended and Restated Loan Agreement with SVB resulting in the release of restricted cash of $0.2 million under the arrangement. The outstanding letter of credit for the warehouse was not included as part of this termination. In addition, the Company continues to use SVB's cash management services and increased its credit card limit to $5.0 million in January 2021. TriplePoint Venture Growth On November 27, 2019, Hims entered into a Plain English Capital Growth and Security Agreement (the "2019 Capital Agreement") with TriplePoint Venture Growth ("TPC") consisting of a term loan in the aggregate principal amount of up to $50.0 million, with $25.0 million being available immediately through December 31, 2020 (the "Part 1 Commitment Amount"), and an additional $25.0 million becoming available upon utilization of the Part 1 Commitment Amount through December 31, 2020. There was no minimum advance amount. As collateral, the Company provided a second lien security interest to TPC of substantially all its assets. As of December 31, 2020, the Company had not drawn down from this term loan and the facility expired. In connection with the 2019 Capital Agreement, the Company issued to TPC a warrant granting TPC the right to purchase 89,747 shares of Hims' Series C preferred stock at an exercise price of $7.67 per share, subject to adjustment in regard to the preferred stock series, number of shares and exercise price if the per share price of subsequent preferred stock rounds less than $7.67. On March 12, 2020, Hims sold Series D preferred stock at an issuance price of $6.96, which triggered an adjustment to the TPC warrant terms per the original agreement, resulting in conversion of the previously issued 89,747 Series C preferred stock warrants at an exercise price of $7.67 into 98,723 Series D preferred stock warrants at an exercise price of $6.96. Subsequent to the Merger, the Series D preferred stock warrants were converted to Class A common stock warrants. Refer to Note 13 – Redeemable Convertible Preferred Stock for further discussion of the conversion into Class A common stock warrants. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases Total rent expense for the three months ended March 31, 2021 and 2020, was $0.4 million and $0.7 million. In January 2020, the Company entered into a 63-month noncancelable lease for 302,880 square feet of warehouse space in New Albany, Ohio. The lease commenced on June 1, 2020. Total minimum lease payments are $7.9 million, net of rent abatement for an initial three Future minimum lease commitments subsequent to March 31, 2021 are as follows (in thousands): 2021 $ 1,146 2022 1,559 2023 1,598 2024 1,638 2025 1,114 Total $ 7,055 Purchase Obligations As of March 31, 2021, the Company had contractual obligations to make $1.0 million in purchases related to cloud-based software contracts used in operations. Legal Proceedings From time to time, the Company is a party to various litigation, claims, and other legal and administrative proceedings arising in the ordinary course of business. Some of these claims, lawsuits, and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, nonmonetary sanctions, or relief. Management is not currently aware of any matters that are reasonably likely to have a material adverse impact on the Company's business, financial position, results of operations, or cash flows. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2017 Stock Plan and 2020 Equity Incentive Plan In July 2017, the Company adopted the 2017 Stock Plan (the "2017 Plan"). Under the 2017 Plan, the Board of Directors could grant 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. 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 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. During the period, 55,645 shares of Class A common stock subject to awards granted under the 2017 Plan that were outstanding on the Merger date and forfeited after the adoption of the 2020 Plan were added to the 2020 Plan reserve. Therefore, as of March 31, 2021, there were 21,055,645 shares of Class A common stock reserved and 18,581,886 shares of Class A common stock available for the Company to 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). Under both the 2017 Plan and 2020 Plan, stock options and stock appreciation rights are granted at exercise prices determined by the Board of Directors which cannot be less than 100% of the estimated fair market value of the common stock on the grant date. Incentive stock options granted to any stockholders holding 10% or more of the Company's equity cannot be granted with an exercise price of less than 110% of the estimated fair market value of the common stock on the grant date and such options are not exercisable after five years from the grant date. 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 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 term as measured using a Monte Carlo simulation model, but only upon achieving the requirements outlined in (i) and (ii) above. The grant-date fair value was $16.6 million for these awards. The $22.99 per share price threshold related to award 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 March 31, 2021, there was $4.2 million of remaining compensation expense to be recognized for the remaining 1,623,070 stock options over a period of 3.04 years. In connection with the Merger, all Hims option holders received an equivalent award at an exchange ratio of 0.4530 that vest in accordance with the original terms of the award. The Company determined this to be a Type I modification but did not record any incremental stock-based compensation expense since the fair value of the modified awards immediately after the modification was not greater than the fair value of the original awards immediately before the modification. The grant-date fair value of the Company's stock options granted was estimated using the following weighted average assumptions for the three months ended March 31, 2021: Expected term (in years) 5.77 Expected volatility 58.87 % Risk-free interest rate 0.83 % 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, 2020 26,459 $ 1.16 8.50 $ 131,770 Recapitalization (14,474) 1.41 Outstanding at December 31, 2020 11,985 2.57 8.50 131,770 Granted 423 13.79 Exercised (including early exercised options vested during the period) (384) 0.90 Forfeited and expired (56) 1.70 Outstanding at March 31, 2021 11,968 3.02 8.37 122,556 Vested and expected to vest as of March 31, 2021 11,968 3.02 8.37 122,556 Exercisable as of March 31, 2021 11,165 $ 2.64 8.37 $ 118,231 The weighted average grant-date fair value of options granted for the three months ended March 31, 2021 was $7.34 per share and the intrinsic value of vested options exercised was $2.0 million. As of March 31, 2021, there was $20.5 million of unrecognized stock-based compensation related to unvested stock options excluding the CEO stock options, which is expected to be recognized over a weighted average period of 3.33 years. The cash flows resulting from the tax benefits for tax deductions resulting from the exercise of stock options in excess of the compensation expense recorded for those options (excess tax benefits) are classified as a cash flow from financing activities. Due to a full valuation allowance on deferred tax assets, the Company did not recognize any tax benefit from stock option exercises for the three months ended March 31, 2021. Early Exercise of Common Stock Options – The Company issues shares upon the early exercise of common stock options. The unvested shares are subject to the Company's repurchase right at the lower of the fair market value of the shares of common stock on the date of repurchase or their original purchase price. The proceeds from cash exercises prior to vesting are initially recorded as a deposit liability from the early exercise of stock options and recorded within accrued liabilities on the consolidated balance sheets and reclassified to additional paid-in capital as the Company's repurchase right lapses. Unvested early exercised options are considered outstanding options and also excluded from shares exercisable since the options have been early exercised. These options are included in the option activity as exercised when the options vest. The number of unvested early exercised options were 301,893 as of March 31, 2021. The options outstanding and exercisable as of March 31, 2021 (excluding CEO stock options) 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 3,236 6.92 3,123 6.92 1.55 – 2.33 3,368 8.07 3,182 8.07 2.43 – 3.65 3,298 9.17 3,295 9.17 8.90 – 13.35 1,888 9.76 1,558 9.75 15.17 – 22.76 178 9.79 7 9.78 11,968 11,165 RSUs All RSUs granted prior to the Merger were subject to achievement of a liquidity event which included (i) an initial public offering, (ii) a business combination transaction, or (iii) a sale event as defined by the 2017 Plan. On January 20, 2021, the liquidity event was achieved with the closing of the Merger. 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. In connection with the Merger, all Hims RSU holders received an equivalent award at an exchange ratio of 0.4530 that vest in accordance with the original terms of the award. The Company determined this to be a Type I modification but did not record any incremental stock-based compensation expense since the fair value of the modified awards immediately after the modification was not greater than the fair value of the original awards immediately before the modification. In addition, all Hims RSU and option holders received (a) earn-out RSUs that would vest in equal thirds if the trading price of the Company's Class A common stock was greater than or equal to $15.00, $17.50 and $20.00 for any 10 trading days within any 20-trading day period, or a Company sale (as defined in the Merger Agreement) occurs and the thresholds are met on or prior to the date that is five years following the Closing Date; and (b) an allocation of Parent Warrant RSUs. All of these RSUs vest in accordance with the terms of the initial RSU and option award, in addition to any of the aforementioned requirements. The earn-out thresholds for earn-out RSUs were all met in February 2021. The earn-out awards are equity classified since they do not meet the liability classification criteria outlined in ASC 480, Distinguishing Liabilities from Equity and are both (i) indexed to the Company's own shares and (ii) meet criteria for equity classification. The Company determined the fair value of the earn-out RSUs using a Monte Carlo simulation model. The following assumptions were used in this valuation: Expected term (in years) 5.00 Expected volatility 60.00 % Risk-free interest rate 0.50 % Expected dividend yield — % The value of the Company's equity was also an input into the model and was determined based on the closing trading price of the Company's Class A common stock on the Closing Date of $16.38. RSU activity including RSUs outstanding prior to the Merger, earn-out RSUs, and Parent Warrant RSUs is as follows (in thousands, except for weighted average grant date fair value): Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2020 3,480 $ 5.30 Recapitalization (1,904) 5.99 Unvested at December 31, 2020 1,576 11.29 Granted 2,804 14.95 Vested (790) 15.66 Unvested at March 31, 2021 3,590 $ 13.16 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 vested in the period. 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 in accordance with the achievement of revenue targets upon meeting certain revenue targets from the sale of specific products. None of the awards vested in the period. These grants are also included in the above activity. As of March 31, 2021, there was unrecognized stock-based compensation related to unvested RSUs of $40.1 million, which is expected to be recognized over a weighted average period of 3.61 years. Vendor Warrants Included in stock-based compensation expense is expense for issuance of Class A common stock warrants to nonemployees in connection with vendor service arrangements. In connection with the Merger, warrant holders received (a) an equivalent warrant at an exchange ratio of 0.4530 (which was determined not to result in incremental stock-based compensation expense similar to the evaluations for stock options and RSUs above); (b) the right to receive, upon exercise, earn-out shares that vest in equal thirds if the trading price of the Company's Class A common stock was greater than or equal to $15.00, $17.50 and $20.00 for any 10 trading days within any 20-trading day period, or a Company sale (as defined in the Merger Agreement) occurs and the thresholds are met on or prior to the date that is five years following the Closing Date; and (c) the right to receive, upon exercise, an allocation of Parent Warrants. All of these instruments vest in accordance with the terms of the initial warrant in addition to any of the aforementioned requirements. The earn-out thresholds were all met in February 2021. The earn-out shares and Parent Warrants are equity classified since they do not meet the liability classification criteria. Vendor warrant activity, excluding any right to receive Merger considerations, is as follows (in thousands, except for weighted average exercise price and weighted average contractual term in years): Shares Weighted Average Exercise Price Weighted Average Contractual Term (in Years) Aggregate Intrinsic Value Outstanding at December 31, 2020 1,861 0.79 7.01 $ 9,957 Recapitalization (1,018) 0.96 Outstanding at December 31, 2020 843 1.75 7.01 $ 9,957 Granted — — Exercised (381) 1.75 Forfeited and expired — — Outstanding at March 31, 2021 462 1.75 7.01 $ 5,308 Vested and expected to vest as of March 31, 2021 462 1.75 7.01 $ 5,308 Exercisable as of March 31, 2021 185 1.75 7.01 $ 2,123 Upon the exercise of outstanding warrants above, vendors also have the right to receive 48,062 shares of Merger consideration, consisting of the holders' allocation of earn-out and Parent Warrant considerations. As of March 31, 2021, there was $0.5 million of unrecognized stock-based compensation expense related to unvested vendor warrants and associated earn-out shares and Parent Warrants, which is expected to be recognized over a weighted average period of 0.48 years. Stock-Based Compensation Expense The following table summarizes stock-based compensation expense for employees and nonemployees, by category, on the condensed consolidated statements of operations and comprehensive loss for three months ended March 31, 2021 and March 31, 2020 (in thousands): Three Months Ended 2021 2020 Marketing $ 1,846 $ 291 Selling, general, and administrative 32,384 1,113 Total stock-based compensation expense $ 34,230 $ 1,404 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred StockAs of December 31, 2020 the Company had authorized 95,997,674 shares of Hims' convertible preferred stock, designated in series, with the rights and preferences of each designated series to be determined by the Board of Directors. The following table is a summary of Hims' redeemable convertible preferred stock as of December 31, 2020 (in thousands, except for share data): Series Shares Shares Aggregate Proceeds, Issue Price Series Seed 4,987,477 4,987,477 $ — $ — $ 0.0001 Series A 23,822,492 23,822,492 6,621 5,106 0.2780 Series A-1 5,742,012 5,742,012 753 740 0.1312 Series B 13,270,590 13,270,590 24,600 23,429 1.8538 Series B-1 9,807,952 9,807,952 20,000 14,965 2.0392 Series B-2 13,464,939 13,464,939 51,371 49,911 3.8152 Series C 14,850,340 14,760,594 113,072 92,590 7.6604 Series D 10,051,872 7,472,062 52,035 51,900 6.9639 Total 95,997,674 93,328,118 $ 268,452 $ 238,641 Transactions Related to Convertible Preferred Stock From March to July 2020, a group of investors purchased 7,472,062 shares of Hims Series D redeemable convertible preferred stock and the Company received $51.9 million in net proceeds. In connection with the Merger, all series of Hims redeemable convertible preferred stock were converted into Hims' Class A common stock on a one-for-one basis and then converted to the Company's Class A common stock at an exchange ratio of 0.4530. Warrants for Redeemable Convertible Preferred Stock In February 2020, in accordance with the terms outlined in March 2019, the Company issued 1,341,865 Hims Series C convertible preferred stock warrants based on 2019 revenue. The fair market value of the Hims Series C convertible preferred stock warrants was estimated using the BSM option-pricing model, and at the issuance date, fair value of the liability was $10.0 million. The original liability was recorded as an issuance cost for the Hims Series C preferred stock, reducing the value of the Hims Series C proceeds within mezzanine equity on the consolidated balance sheets. Subsequent adjustments to the fair value of the Hims Series C convertible preferred stock warrants were recorded within other income (expense), net on the consolidated statements of operations and comprehensive loss. The holders of the Hims Series C convertible preferred stock exercised all their warrants and purchased 1,341,865 shares of Hims Series C convertible preferred stock from the Company in 2020 resulting in settlement of the Hims Series C convertible preferred stock warrant liability. The Company received less than $0.1 million in net proceeds. Upon exercise, the warrant liability at an estimated fair market value of $11.3 million was reclassified into convertible preferred stock on the consolidated balance sheet. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Common Stock | Common StockPrior to the Merger, the Company had two classes of authorized common stock, Hims Class A common stock and Hims Class F common stock. Shares issued on early exercise are not considered outstanding for accounting purposes because the employees holding these awards are not entitled to the rewards of stock ownership. The rights of the holders of Hims Class A and Hims Class F common stock were identical, except with respect to (i) electing members of the Board of Directors and (ii) voting rights. The outstanding shares of Hims Class A and Hims Class F common stock presented on the consolidated balance sheet and on the consolidated statement of mezzanine equity and stockholders' equity (deficit) for the year ended December 31, 2020 were legally outstanding shares, including shares issued in exchange for related-party promissory notes. During 2020, the Company repurchased 85,594 of unvested shares of Hims Class A common stock for a cash payment of less than $0.1 million, which resulted in a reduction of deposit liability from the early exercise of stock options. In addition, in May 2020, an executive officer departed the Company, which resulted in the repurchase of 509,602 unvested shares of Hims Class A common stock in exchange for the cancellation of the principal payable of $0.9 million under an associated promissory note. Pre-Closing Stock Repurchase On January 20, 2021, the Company repurchased from its stockholders and cancelled 2,207,580 shares of Hims Class A common stock, including certain stockholders who exercised outstanding stock options, for aggregate payment of $22.0 million. Included within the shares repurchased was 183,548 shares of Hims Class A common stock from the net exercise of stock options as part of the pre-closing stock repurchase for $1.8 million. The repurchase was recognized as a reduction of additional paid-in capital and redeemable convertible preferred stock. Merger Transaction Immediately prior to the Merger, each outstanding share of Hims' Class F common stock and preferred stock converted into Hims Class A common stock at the then-effective conversion rate. As a result of the Merger, each outstanding share of the Hims capital stock was converted into the right to receive newly issued shares of the Company's Class A common stock and certain other securities, other than the shares of Hims Class V common stock issued to its CEO immediately prior to the Closing, which were converted into the right to receive newly issued shares of the Company's Class V common stock and certain other securities. On the Closing Date, each Hims stockholder received approximately 0.4530 shares of the Company's Class A common stock, par value $0.0001 per share, for each share of Hims Class A common stock, par value $0.000001 per share, that such stockholder owned (with the CEO receiving 0.4530 shares of the Company's Class V common stock, par value $0.0001 per share, for each share of Hims Class V common stock, par value $0.000001 per share, that the CEO owned). Each stockholder also received 0.0028 warrants exercisable for the Company's Class A common stock, for each share of Hims Class A or Class V common stock owned by such stockholder prior to the Merger and earn-out shares at an exchange ratio of 0.0443. Settlement of Nonrecourse Related-Party Promissory Notes In connection with the Merger, the obligations due under all nonrecourse related-party promissory notes were satisfied through the payment of $1.2 million and the forfeiture of 370,734 shares of the Company's Class A common stock. PIPE Investment Concurrently with the execution of the Merger Agreement, certain investors collectively subscribed for 7,500,000 shares of the Company's Class A common stock at $10.00 per share for aggregate gross proceeds of $75.0 million. Class A Common Stock Warrants As discussed above, Class A common stock warrants have been issued in connection with debt agreements (Note 10 – Borrowing Arrangements), vendor service agreements (Note 12 – Stock-Based Compensation), issuance of preferred stock (Note 13 – Redeemable Convertible Preferred Stock ) and to all common stockholders and warrant holders as part of the Merger. Prior to Merger In July 2020, Hims Class A common stock warrants were exercised to purchase 143,452 shares of Hims Class A common stock at an exercise price of $0.06 per share. In November 2020, Hims Class A common stock warrants were exercised to purchase 425,146 and 37,244 shares of Hims Class A common stock at an exercise price of $0.06 and $1.75 per share, respectively. In December 2020, Class A common stock warrants were exercised to purchase 178,840 and 266,522 shares of Hims Class A common stock at an exercise price of $0.06 and $1.75 per share, respectively. On January 4, 2021, holders of Hims Class A common stock vendor warrants exercised their warrants and purchased 380,746 shares of Hims Class A common stock at an exercise price of $1.75 per share. Subsequent to Merger As the accounting acquirer, Hims was deemed to assume 3,012,500 Class A common stock warrants that were held by Oaktree Acquisition Holdings, L.P. ("Sponsor") at an exercise price of $11.50 ("Private Placement Warrants") and 6,708,333 Class A common stock warrants held by OAC's shareholders at an exercise price of $11.50 ("Public Warrants") as well as 888,143 Class A common stock warrants that were granted to Hims' equity holders as part of the Merger. Subsequent to the Merger, the Private Placement Warrants, Public Warrants, and Parent Warrants for shares of Class A common stock meet liability classification requirements since the warrants may be required to be settled in cash under a tender offer. In addition, Private Placement Warrants are potentially subject to a different settlement amount as a result of being held by the Sponsor which precludes the Private Placement Warrants from being considered indexed to the entity's own stock. Therefore, these warrants are classified as liabilities on the condensed consolidated balance sheets. Each warrant held by Hims' stockholders that was unexercised at the time of the Merger was assumed by the Company and represents the right to receive (a) an equivalent warrant at an exchange ratio of 0.4530 (which was determined not to result in incremental expense); (b) the right to receive, upon exercise, earn-out shares that vest in equal thirds if the trading price of the Company's Class A common stock was greater than or equal to $15.00, $17.50 and $20.00 for any 10 trading days within any 20-trading day period, or a Company sale (as defined in the Merger Agreement) occurs and the thresholds are met on or prior to the date that is five years following the Closing Date; and (c) the right to receive, upon exercise, an allocation of Parent Warrants. All of these instruments vest in accordance with the terms of the initial warrant in addition to any of the aforementioned requirements. The earn-out thresholds were all met in February 2021. The earn-out shares are equity classified since they do not meet the liability classification criteria outlined in ASC 480, Distinguishing Liabilities from Equity and are both (i) indexed to the Company's own shares and (ii) meet criteria for equity classification. In February 2021, all of the outstanding 3,012,500 Private Placement Warrants were net exercised for 1,474,145 shares of Class A common stock. As of March 31, 2021, the Company had the following warrants outstanding to purchase shares of Class A common stock (in thousands, except for share and per share amounts): Warrant Type Shares Exercise Price Issued Expiration Vendor 462,335 $ 1.75 September 23, 2019 September 23, 2026 Debt 98,723 6.96 March 12, 2020 November 26, 2026 Public 6,695,915 11.50 July 22, 2019 January 20, 2026 Parent 888,143 11.50 July 22, 2019 January 20, 2026 Public Warrants Terms The Public Warrants became exercisable into shares of Class A common stock upon 30 days after the Closing Date. The Public Warrants will expire at the later of five years after the completion of a business combination or upon redemption or liquidation. Commencing 90 days after the Public Warrants become exercisable, the Company may redeem all and only all of the Public Warrants: • at $0.10 per warrant upon a minimum of 30 days' prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date at a price equal to the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants; • if the last reported closing price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; • if there is an effective registration statement covering the Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given, or an exemption from registration is available. In addition, the Company may redeem all and only all of the Public Warrants for cash: • at a price of $0.01 per warrant; • upon a minimum of 30 days' prior written notice of redemption; and • if the last reported closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions Atomic Labs, LLC ("Atomic Labs") is a related-party venture capital startup studio that launched the Company, providing initial capital and governance. During the initial years of operation, the Company utilized operational support from Atomic Labs, primarily consisting of providing office space, conducting back-office professional services, and administering operating expenses. Additionally, an affiliated company of Atomic Labs provides professional services to the Company, primarily to support engineering and operations functions. All services were provided at cost. For both the three months ended March 31, 2021 and 2020, the Company recorded a total of $0.8 million to Atomic Labs and its affiliated company for services performed and costs incurred on behalf of the Company. There was no accounts payable balance owed to Atomic Labs and its affiliated company as of March 31, 2021 or December 31, 2020. In addition, for the three months ended March 31, 2021 and 2020, the Company recorded $0.1 million and less than $0.1 million for payments made to Vouched, a related-party company that provides identity verification services. These expenses were recognized as selling, general, and administrative expenses. There was $0.1 million and less than $0.1 million of payables owed to Vouched as of March 31, 2021 and December 31, 2020. Nonrecourse Related-Party Promissory Notes As of December 31, 2020, the Company had promissory notes from certain of the Company's executive officers, as well as a founding employee and an executive chairman. The promissory notes, which were issued to the Company by the related parties as consideration for the exercise of stock options, are considered nonrecourse notes for accounting purposes. The loans are secured by the shares of Hims Class A common stock held by the individuals. There were 16,345,627 shares of Hims Class A common stock securing the related-party promissory notes as of December 31, 2020. The related-party promissory notes bore interest between 2.21% and 3.02% per annum. The loans were due upon the earliest of (1) ten years from the debt issuance date, (2) a liquidation of the Company, or (3) six months following an initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended. Prepayment of principal and interest may be made at any time without penalty. The nonrecourse related-party promissory notes are not given accounting effect until the notes are repaid in full as the underlying stock options are not considered exercised for accounting purposes. As of December 31, 2020, the total outstanding balance under these promissory notes was $7.2 million. In connection with the Merger, the obligations due under all nonrecourse related-party promissory notes were satisfied through the payment of $1.2 million and the forfeiture of 370,734 shares of Hims Class A common stock. The related-party promissory notes were settled within additional paid-in capital on the condensed consolidated balance sheet. Redeemable Common Stock Transaction |
Basic and Diluted Net Loss per
Basic and Diluted Net Loss per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per Share Prior to the Merger and prior to effecting the recapitalization, the Company had two classes of common stock: Hims Class A and Hims Class F common stock. The rights of the holders of Hims Class A and Hims Class F common stock were identical, including the liquidation and dividend rights, except with respect to electing members of the Board of Directors and voting rights. As the liquidation and dividend rights were identical, undistributed earnings and losses were allocated on a proportionate basis and the resulting net loss per share attributable to common stockholders was the same for both Hims Class A and Hims Class F common stock on an individual and combined basis. Subsequent to the Merger, the Company continues to have two classes of common stock: Class A and Class V common stock. Similar to the previous structure, the rights are identical, including liquidation and dividend rights, except Class V common stock has additional voting rights. The Company uses the two-class method to calculate net loss per share. No dividends were declared or paid for the three months ended March 31, 2021 or 2020. Undistributed earnings for each period are allocated to participating securities, including the redeemable convertible preferred stock, based on the contractual participation rights of the security to share in the current earnings as if all current period earnings had been distributed. As there is no contractual obligation for the redeemable convertible preferred stock to share in losses, the Company's basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average shares of common stock outstanding during periods with undistributed losses. The following table sets forth the computation of the Company's basic and diluted net loss per share attributable to common stockholders for the three months ended March 31 (in thousands, except share and per share amounts): 2021 2020 Class A Class V Class A Class F Numerator: Net loss attributable to common stockholders $ (49,185) $ (2,219) $ (4,823) $ (1,210) Denominator: Weighted average shares outstanding, basic and diluted 146,471,524 6,609,014 27,668,709 6,941,352 Basic and diluted net loss per share $ (0.34) $ (0.34) $ (0.17) $ (0.17) Basic and diluted net loss per share attributable to common stockholders is the same for the three months ended March 31, 2021 and 2020, because the inclusion of potential shares of common stock would have been anti-dilutive for the periods presented. There were no redeemable shares during the three months ended March 31, 2021. During the three months ended March 31, 2020, weighted average Hims Class A common shares presented excludes 664,162 shares subject to redemption. These shares do not absorb losses. The following table discloses securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share: Three Months Ended 2021 2020 Common stock issued for exercise of stock options subject to nonrecourse promissory notes 3,545,821 16,855,230 Common stock issued for early exercise of stock options 388,839 154,820 Redeemable convertible preferred stock 19,702,603 85,510,700 Stock options 16,361,955 6,969,701 RSUs 3,347,300 — Warrants to purchase Class A common stock 7,733,346 1,895,345 Warrants to purchase redeemable convertible preferred stock — 1,433,585 |
Income Tax
Income Tax | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Income Tax Our effective income tax rate was -0.2% and -0.6% for the three months ended March 31, 2021 and 2020 . The effective tax rate differs from the U.S. federal rate primarily due to the impacts of the valuation allowance placed on the Company's deferred tax assets and state minimum taxes. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to accounting principles generally accepted in the United States of America ("U.S. GAAP"). The condensed consolidated financial statements as of March 31, 2021 are unaudited. The condensed consolidated balance sheet as of December 31, 2020, included herein was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes as of and for the year ended December 31, 2020 (the "audited consolidated financial statements"). The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management's opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Company's balance sheet, results of operations, and cash flows for the three-month periods, but are not necessarily indicative of the results expected for the full fiscal year or any other period. |
Consolidation | The unaudited condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and variable interest entities in which it holds a controlling financial interest. All intercompany transactions and balances have been eliminated in these condensed consolidated financial statements. |
Use of Estimates | The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The more significant estimates and assumptions by management include, among others, valuation of inventory, valuation and recognition of stock-based compensation expense, valuation and recognition of warrants, and estimates in capitalization of website development and internal-use software costs. Management believes that the estimates and judgments upon which it relies, are reasonable based upon information available to it at the time that these estimates and judgments were made. Actual results experienced by the Company may differ from management's estimates. To the extent that there are material differences between these estimates and actual results, the Company's condensed consolidated financial statements will be affected. |
Investments | Available-for-sale debt instruments with original maturities at the date of purchase greater than three months and remaining maturities of less than one year are classified as short-term investments. Available-for-sale debt instruments with original maturities at the date of purchase and remaining maturities of greater than one year are classified as long-term investments. The Company intends to sell such investments at or close to maturity. The investments, if any, are designated as available-for-sale and are reported at fair value, with unrealized gains and losses, net of tax, recorded in other comprehensive income on the consolidated statements of operations and comprehensive loss, except as noted in the Other-Than-Temporary Impairment section that follows. The Company determines the cost of the investment sold based on specific identification at the individual security level. The Company records the interest income and realized gains and losses on the sale of these instruments within other (expense) income, net on the condensed consolidated statements of operations and comprehensive loss. |
Other-Than-Temporary Impairment | The Company's investments are subject to a periodic impairment review. Investments are considered impaired when the fair value is below the investment's adjusted cost basis. This would occur for marketable debt instruments when the fair value is below amortized cost and the Company intends to sell the instrument, when it is more likely than not that the Company will be required to sell the instrument before recovery of its amortized cost basis, or when the Company does not expect to recover the entire amortized cost basis of the instrument (a credit loss exists). When the Company does not expect to recover the entire amortized cost basis of the instrument, it separates other-than-temporary impairments into amounts representing credit losses, which are recognized in other (expense) income, net, and amounts related to all other factors, which are recognized in other comprehensive (loss) income on the condensed consolidated statements of operations and comprehensive loss. |
Inventory | Inventory primarily consists of finished goods and raw materials that are located at Company-managed and third-party fulfillment warehouses. Inventory is stated at the lower of cost and net realizable value and inventory cost is determined by the weighted average cost method. The Company reserves for expired, slow-moving, and excess inventory by estimating the net realizable value based on the potential future use of such inventory. Management monitors inventory to identify events that would require impairment due to slow-moving, expired, or obsolete inventory and reduces the value of inventory when required. Obsolete inventory balances are written off against the inventory allowance when management determines that the inventory cannot be sold. |
Revenue Recognition | The Company recognizes revenue in accordance with Accounting Standards Codification Topic ("ASC") 606, Revenue from Contracts with Customers , when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For online revenue, the Company defines its customer as an individual who purchases products or services through the website. For wholesale revenue, Company defines its customer as a wholesale partner. The transaction price in the Company's contracts with customers is the total amount of consideration to which the Company expects to be entitled in exchange for transferring products or services to the customer. The Company's contracts that contain prescription products include two performance obligations: access to (i) products and (ii) consultation services. The Company's contracts that do not contain prescription products have a single performance obligation. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product to the customer and, in contracts that contain services, by the provision of consultation services to the customer. The Company satisfies its performance obligation for products at a point in time, which is upon delivery of the products to a third-party carrier. The Company satisfies its performance obligation for services over the period of the consultation service, which is typically a few days. The customer obtains control of the products and services upon the Company's completion of its performance obligations. For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation on a relative stand-alone selling price basis. The stand-alone selling price is based on the prices at which the Company separately sells the products and services, as well as market and cost plus margin-based estimates. For each of the three months ended March 31, 2021 and 2020, service revenue represented less than 10% of consolidated revenues. To fulfill its promise to customers for contracts that include professional medical consultations, the Company maintains relationships with various "Affiliated Medical Groups", which are professional corporations or other professional entities owned by licensed physicians and other professional entities that engage licensed healthcare professionals (medical doctors, physician assistants, nurse practitioners, and mental health providers; collectively referred to as "Providers" or individually, a "Provider") to provide consultation services. Refer to Note 8 – Variable Interest Entities. The Company accounts for service revenue as a principal in the arrangement with its customers. This conclusion is reached because (i) the Company determines which Affiliated Medical Group and Provider provides the consultation to the customer; (ii) the Company is primarily responsible for the satisfactory fulfillment and acceptability of the services; (iii) the Company incurs costs for consultation services even for visits that do not result in a prescription and the sale of products; and (iv) the Company, at its sole discretion, sets all listed prices charged on its websites for products and services. Additionally, to fulfill its promise to customers for contracts that include professional medical consultations, the Company maintains relationships with affiliated and third-party pharmacies ("Partner Pharmacies" or individually, a "Partner Pharmacy") to fill prescriptions that are ordered by the Company's customers. The Company accounts for prescription product revenue as a principal in the arrangement with its customers. This conclusion is reached because (i) the Company has sole discretion in determining which Partner Pharmacy fills a customer's prescription; (ii) Partner Pharmacies fill the prescription based on fulfillment instructions provided by the Company, including using the Company's branded packaging for generic products; (iii) the Company is primarily responsible to the customer for the satisfactory fulfillment and acceptability of the order; (iv) the Company is responsible for refunds of the prescription medication after transfer of control to the customer; and (v) the Company, at its sole discretion, sets all listed prices charged on its website for products and services. The Company estimates refunds using the expected value method based on historical refunds granted to customers. The Company updates its estimate at the end of each reporting period and recognizes the estimated amount as contra-revenue with a corresponding refund liability. Sales, value-added, and other taxes are excluded from the transaction price and, therefore, from revenue. The Company has made an accounting policy election to account for shipping and handling activities performed after the control of a product has been transferred to the customer as fulfillment costs, with direct costs to ship products to customers included in cost of revenue. The Company's contracts with customers do not contain costs to obtain or costs to fulfill contracts with customers in accordance with ASC 340-40, Other Assets and Deferred Costs—Contracts with Customers . For online sales, payment for prescription medication and nonprescription products is typically collected from the customer a few days in advance of product shipment. Contract liabilities are recorded when payments have been received from the customer for undelivered products or services and are recognized as revenue when the performance obligations are later satisfied. Contract liabilities consisting of balances related to customer prepayments are recognized as current deferred revenue on the condensed consolidated balance sheets since the associated revenue will be primarily recognized within the following period. For wholesale arrangements, payments are collected in accordance with contract terms. |
Stock-based Compensation | The fair value of stock options, equity-classified warrants issued to vendors, and restricted stock units ("RSUs"), are measured at the grant date fair value. The fair value of employee stock options and vendor warrants are generally determined using the Black-Scholes Merton ("BSM") option-pricing model using various inputs, including estimates of expected volatility, term, risk-free rate, and future dividends. Stock options that were granted to the Company's Chief Executive Officer ("CEO") with performance and market conditions and earn-out RSUs were valued using the Monte Carlo simulation model. The Company recognizes compensation costs on a straight-line basis over the requisite service period of the employee and vendor, which is generally the option vesting term of four years for options and warrants that do not have performance or market conditions. Stock options and RSUs with performance conditions are recognized when it is probable that performance criteria will be achieved and compensation cost is recognized using the accelerated attribution method. The Company accounts for forfeitures as they occur. |
Warrant Liabilities | The Company classifies Private Placement Warrants and Public Warrants (both defined and discussed in Note 14 – Common Stock) as liabilities in addition to warrants to purchase preferred stock. At the end of each reporting period, changes in fair value during the period are recognized as a component of other (expense) income, net within the consolidated statements of operations and comprehensive loss. The Company will continue to adjust the warrant liability for changes in the fair value until the earlier of a) the exercise or expiration of the warrants or b) the redemption of the warrants, at which time the warrants will be reclassified to additional paid-in capital. |
Leases | The Company currently leases a warehouse facility and previously leased office space under noncancelable lease agreements that are accounted for as operating leases. Rent expense is recorded on a straight-line basis over the lease term. For rent abatement and rent escalation provisions, the Company recognizes the related rent expense on a straight-line basis over the lease term. The difference between cash rent payments and the recognition of straight-line rent expense is recorded as deferred rent and amortized over the lease term. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board ("FASB") issued ASU 2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement , which amends ASC 820, Fair Value Measurement . This ASU modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The standard is effective for public companies for annual periods beginning after December 15, 2019, with early adoption permitted for removed disclosures and delayed adoption until fiscal year 2020 permitted for the new disclosures. The Company adopted this disclosure requirement for the year ended December 31, 2020. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires lessees to recognize leases on their balance sheets and disclose key information about leasing arrangements. The ASU establishes a right-of-use ("ROU") model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition on the income statement. The standard is effective for smaller reporting companies for annual periods beginning after December 15, 2021 and for interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. In July 2018, the FASB approved an amendment to the new guidance that allows companies the option of using the effective date of the new standard as the initial application (at the beginning of the period in which it is adopted, rather than at the beginning of the earliest comparative period) and to recognize the effects of applying the new ASU as a cumulative effect adjustment to the opening balance sheet or retained earnings. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments to require the measurement of expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The guidance also amended the impairment model for available-for-sale debt securities and requires entities to determine whether all or a portion of the unrealized loss on such debt security is a credit loss. In November 2018, ASU 2018-19 was issued which aligns the implementation date for nonpublic entities' annual financial statements with the implementation date for their interim financial statements and clarifies the scope of the guidance in the amendments in ASU 2016-13 to clarify that receivables arising from operating leases are not within the scope of Credit Losses (Topic 326) and should be accounted for in accordance with Leases (Topic 842). In April 2019, the FASB issued ASU 2019-04 which, among other amendments, allows for certain policy elections and practical expedients related to accrued interest on financial instruments. In November 2019, the FASB issued ASU 2019-10 and ASU 2019-11, which addressed certain aspects of the guidance related to effective dates, expected recoveries, troubled debt restructurings, accrued interest receivables, and financial assets secured by collateral. In February and March 2020, the FASB also issued ASU 2020-02 and ASU 2020-03, respectively, which provide certain amendments and improvements to sections of ASU 2016-13. These standards are effective for smaller reporting companies for annual and interim periods beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes , which is intended to improve consistency and simplify several areas of existing guidance. ASU 2019-12 removes certain exceptions to the general principles related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for annual periods beginning after December 15, 2020 for public entities, including interim periods within those fiscal years. The standard is effective for nonpublic companies for annual periods beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and as an emerging growth company ("EGC"), has elected to adopt the pronouncement following the effective date for nonpublic companies. The Company does not expect adoption will have a material impact on the Company's consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, Codification Improvements . The guidance includes amendments to improve the codification by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to the financial statements is codified in the disclosure section of the codification and to clarify guidance so that entities can apply guidance more consistently on codifications that are varied in nature where the original guidance may have been unclear. ASU 2020-10 is effective for annual periods beginning after December 15, 2020 for public entities, including interim periods within those fiscal years. The standard is effective for nonpublic companies for annual periods beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and as an EGC, has elected to adopt the pronouncement following the effective date for nonpublic companies. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | Revenue consists of the following (in thousands): For the Three Months Ended 2021 2020 Online $ 50,680 $ 28,524 Wholesale 1,634 1,539 Total revenue $ 52,314 $ 30,063 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Short-term investments as of March 31, 2021, consist of the following (in thousands): Adjusted Unrealized Unrealized Fair Corporate bonds $ 177,273 $ 1 $ (53) $ 177,221 Government bonds 40,955 2 (5) 40,952 Asset-backed bonds 16,928 — (4) 16,924 Total short-term investments $ 235,156 $ 3 $ (62) $ 235,097 Short-term investments as of December 31, 2020, consist of the following (in thousands): Adjusted Unrealized Unrealized Losses Fair Corporate bonds $ 55,224 $ 5 $ (2) $ 55,227 Government bonds 14,121 2 — 14,123 Asset-backed bonds 3,514 — — 3,514 Total short-term investments $ 72,859 $ 7 $ (2) $ 72,864 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventory consists of the following (in thousands): March 31, December 31, Finished goods $ 3,546 $ 2,856 Raw materials 977 687 Total inventory $ 4,523 $ 3,543 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure | Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, Trade and other receivables, net $ 942 $ 1,147 Prepaid expenses 8,650 2,691 Vendor deposits 2,810 1,395 Other current assets 5 171 Total prepaid expenses and other current assets $ 12,407 $ 5,404 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): March 31, December 31, Marketing expenses $ 1,514 $ 1,122 Professional services 1,480 1,241 Payroll costs 1,250 919 Tax payables 729 651 Warrant exercise deposit liability — 664 Other accrued liabilities 850 387 Total accrued liabilities $ 5,823 $ 4,984 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The Company's fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2021, is as follows (in thousands): Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents: Money market funds $ 74,930 $ — $ — $ 74,930 Government bonds — 11,082 — 11,082 Short-term investments: Corporate bonds — 177,221 — 177,221 Government bonds — 40,952 — 40,952 Asset-backed bonds — 16,924 — 16,924 Restricted cash: Money market funds 856 — — 856 Total assets 75,786 246,179 — 321,965 Liabilities Warrant liabilities 33,370 — — 33,370 Total liabilities $ 33,370 $ — $ — $ 33,370 The Company's fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020, is as follows (in thousands): Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents: Money market funds $ 12,163 $ — $ — $ 12,163 Government bonds — 12,693 — 12,693 Short-term investments: Corporate bonds — 55,227 — 55,227 Government bonds — 14,123 — 14,123 Asset-backed bonds — 3,514 — 3,514 Restricted cash: Money market funds 1,006 — — 1,006 Total assets 13,169 85,557 — 98,726 Liabilities Warrant liabilities — — 906 906 Total liabilities $ — $ — $ 906 $ 906 |
Schedule of Share-based Payment Award, Equity Instrument Other Than Options, Valuation Assumptions | The following assumptions were used for the valuation of the Private Placement Warrants on the settlement date: Expected term 0.16 Volatility 65.00 % Risk-free rate 0.03 % Dividend yield — % Expected term (in years) 5.00 Expected volatility 60.00 % Risk-free interest rate 0.50 % Expected dividend yield — % |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The change in the fair value of warrant liabilities is as follows (in thousands): Balance at December 31, 2020 $ 906 Conversion of Series D preferred stock warrants to Class A common stock warrants (1,160) Private Placement Warrants and Public Warrants 51,814 Exercised warrants (20,871) Increase in fair value of warrants 2,681 Balance at March 31, 2021 $ 33,370 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease commitments subsequent to March 31, 2021 are as follows (in thousands): 2021 $ 1,146 2022 1,559 2023 1,598 2024 1,638 2025 1,114 Total $ 7,055 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The grant-date fair value of the Company's stock options granted was estimated using the following weighted average assumptions for the three months ended March 31, 2021: Expected term (in years) 5.77 Expected volatility 58.87 % Risk-free interest rate 0.83 % Expected dividend yield — % |
Share-based Payment Arrangement, Option, Activity | 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, 2020 26,459 $ 1.16 8.50 $ 131,770 Recapitalization (14,474) 1.41 Outstanding at December 31, 2020 11,985 2.57 8.50 131,770 Granted 423 13.79 Exercised (including early exercised options vested during the period) (384) 0.90 Forfeited and expired (56) 1.70 Outstanding at March 31, 2021 11,968 3.02 8.37 122,556 Vested and expected to vest as of March 31, 2021 11,968 3.02 8.37 122,556 Exercisable as of March 31, 2021 11,165 $ 2.64 8.37 $ 118,231 |
Share-based Payment Arrangement, Option, Exercise Price Range | The options outstanding and exercisable as of March 31, 2021 (excluding CEO stock options) 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 3,236 6.92 3,123 6.92 1.55 – 2.33 3,368 8.07 3,182 8.07 2.43 – 3.65 3,298 9.17 3,295 9.17 8.90 – 13.35 1,888 9.76 1,558 9.75 15.17 – 22.76 178 9.79 7 9.78 11,968 11,165 |
Schedule of Share-based Payment Award, Equity Instrument Other Than Options, Valuation Assumptions | The following assumptions were used for the valuation of the Private Placement Warrants on the settlement date: Expected term 0.16 Volatility 65.00 % Risk-free rate 0.03 % Dividend yield — % Expected term (in years) 5.00 Expected volatility 60.00 % Risk-free interest rate 0.50 % Expected dividend yield — % |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | RSU activity including RSUs outstanding prior to the Merger, earn-out RSUs, and Parent Warrant RSUs is as follows (in thousands, except for weighted average grant date fair value): Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2020 3,480 $ 5.30 Recapitalization (1,904) 5.99 Unvested at December 31, 2020 1,576 11.29 Granted 2,804 14.95 Vested (790) 15.66 Unvested at March 31, 2021 3,590 $ 13.16 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The following table summarizes stock-based compensation expense for employees and nonemployees, by category, on the condensed consolidated statements of operations and comprehensive loss for three months ended March 31, 2021 and March 31, 2020 (in thousands): Three Months Ended 2021 2020 Marketing $ 1,846 $ 291 Selling, general, and administrative 32,384 1,113 Total stock-based compensation expense $ 34,230 $ 1,404 |
Share-based Payment Arrangement, Activity | Vendor warrant activity, excluding any right to receive Merger considerations, is as follows (in thousands, except for weighted average exercise price and weighted average contractual term in years): Shares Weighted Average Exercise Price Weighted Average Contractual Term (in Years) Aggregate Intrinsic Value Outstanding at December 31, 2020 1,861 0.79 7.01 $ 9,957 Recapitalization (1,018) 0.96 Outstanding at December 31, 2020 843 1.75 7.01 $ 9,957 Granted — — Exercised (381) 1.75 Forfeited and expired — — Outstanding at March 31, 2021 462 1.75 7.01 $ 5,308 Vested and expected to vest as of March 31, 2021 462 1.75 7.01 $ 5,308 Exercisable as of March 31, 2021 185 1.75 7.01 $ 2,123 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Temporary Equity | The following table is a summary of Hims' redeemable convertible preferred stock as of December 31, 2020 (in thousands, except for share data): Series Shares Shares Aggregate Proceeds, Issue Price Series Seed 4,987,477 4,987,477 $ — $ — $ 0.0001 Series A 23,822,492 23,822,492 6,621 5,106 0.2780 Series A-1 5,742,012 5,742,012 753 740 0.1312 Series B 13,270,590 13,270,590 24,600 23,429 1.8538 Series B-1 9,807,952 9,807,952 20,000 14,965 2.0392 Series B-2 13,464,939 13,464,939 51,371 49,911 3.8152 Series C 14,850,340 14,760,594 113,072 92,590 7.6604 Series D 10,051,872 7,472,062 52,035 51,900 6.9639 Total 95,997,674 93,328,118 $ 268,452 $ 238,641 |
Common Stock (Tables)
Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | As of March 31, 2021, the Company had the following warrants outstanding to purchase shares of Class A common stock (in thousands, except for share and per share amounts): Warrant Type Shares Exercise Price Issued Expiration Vendor 462,335 $ 1.75 September 23, 2019 September 23, 2026 Debt 98,723 6.96 March 12, 2020 November 26, 2026 Public 6,695,915 11.50 July 22, 2019 January 20, 2026 Parent 888,143 11.50 July 22, 2019 January 20, 2026 |
Basic and Diluted Net Loss pe_2
Basic and Diluted Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of the Company's basic and diluted net loss per share attributable to common stockholders for the three months ended March 31 (in thousands, except share and per share amounts): 2021 2020 Class A Class V Class A Class F Numerator: Net loss attributable to common stockholders $ (49,185) $ (2,219) $ (4,823) $ (1,210) Denominator: Weighted average shares outstanding, basic and diluted 146,471,524 6,609,014 27,668,709 6,941,352 Basic and diluted net loss per share $ (0.34) $ (0.34) $ (0.17) $ (0.17) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table discloses securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share: Three Months Ended 2021 2020 Common stock issued for exercise of stock options subject to nonrecourse promissory notes 3,545,821 16,855,230 Common stock issued for early exercise of stock options 388,839 154,820 Redeemable convertible preferred stock 19,702,603 85,510,700 Stock options 16,361,955 6,969,701 RSUs 3,347,300 — Warrants to purchase Class A common stock 7,733,346 1,895,345 Warrants to purchase redeemable convertible preferred stock — 1,433,585 |
Organization (Details)
Organization (Details) | Jan. 20, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recapitalization exchange ratio | 0.4530 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounting Policies [Abstract] | ||
Other than temporary impairment losses, investments | $ 0 | $ 0 |
Inventory write-down | $ 100,000 | $ 100,000 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period (in years) | 4 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 52,314 | $ 30,063 |
Online | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 50,680 | 28,524 |
Wholesale | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 1,634 | $ 1,539 |
Recapitalization (Details)
Recapitalization (Details) $ / shares in Units, $ in Thousands | Jan. 20, 2021$ / sharesshares | Jan. 20, 2021USD ($)$ / sharesshares | Jan. 20, 2021$ / sharesshares | Jan. 20, 2021$ / sharesshares | Jan. 20, 2021d$ / sharesshares | Jan. 20, 2021day$ / sharesshares | Mar. 31, 2021USD ($)day$ / sharesshares | Mar. 31, 2020USD ($) | Jan. 19, 2021$ / shares | Dec. 31, 2020$ / shares |
Reverse Recapitalization [Line Items] | ||||||||||
Reverse recapitalization, percentage of voting interests acquired | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | ||||
Proceeds from issuance of common stock, recapitalization | $ | $ 197,700 | $ 197,686 | $ 0 | |||||||
Reverse recapitalization, deferred transaction costs | $ | $ 16,200 | |||||||||
Recapitalization exchange ratio | 0.4530 | 0.4530 | 0.4530 | 0.4530 | 0.4530 | 0.4530 | ||||
Reverse recapitalization, contingent consideration, equity (in shares) | shares | 16,000,000 | |||||||||
Reverse recapitalization, contingent consideration, equity, earnout period, stock price trigger one (in dollars per share) | $ 15 | $ 15 | $ 15 | $ 15 | $ 15 | $ 15 | ||||
Reverse recapitalization, contingent consideration, equity, earnout period, stock price trigger two (in dollars per share) | 17.50 | 17.50 | 17.50 | 17.50 | 17.50 | 17.50 | ||||
Reverse recapitalization, contingent consideration, equity, earnout period, stock price trigger three (in dollars per share) | $ 20 | $ 20 | $ 20 | $ 20 | $ 20 | $ 20 | ||||
Reverse recapitalization, contingent consideration, equity, earnout period, threshold trading days | 10 | 10 | 10 | |||||||
Reverse recapitalization, contingent consideration, equity, earnout period, threshold trading day period | d | 20 | |||||||||
Reverse recapitalization, contingent consideration, equity, earnout period | 5 years | |||||||||
Chief Executive Officer | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Recapitalization exchange ratio | 0.4530 | 0.4530 | 0.4530 | 0.4530 | 0.4530 | 0.4530 | ||||
Common Class A | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Class of warrant or right, number of securities called by each warrant or right (in shares) | shares | 0.0028 | 0.0028 | 0.0028 | 0.0028 | 0.0028 | 0.0028 | ||||
Parent Warrant Restricted Stock Units | Hims' Option And RSU Holders | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Class of warrant or right, outstanding (in shares) | shares | 35,000 | 35,000 | 35,000 | 35,000 | 35,000 | 35,000 | ||||
Common Class A and V | Common Stock | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Recapitalization, contingent consideration, equity, exchange ratio | 0.0443 | |||||||||
Common Class A | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Class A | Chief Executive Officer | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common Class A | Hims, Inc. | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ 0.000001 | |||||||||
Common Class A | Parent Warrants | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Class of warrant or right, outstanding (in shares) | shares | 888,143 | 888,143 | 888,143 | 888,143 | 888,143 | 888,143 | 888,143 | |||
Common Class A | Parent Warrants | Hims' Stockholders | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Class of warrant or right, outstanding (in shares) | shares | 888,143 | 888,143 | 888,143 | 888,143 | 888,143 | 888,143 | ||||
Common Class A | Parent Warrants | Hims' Warrant Holders | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Class of warrant or right, outstanding (in shares) | shares | 3,443 | 3,443 | 3,443 | 3,443 | 3,443 | 3,443 | ||||
Common Class V | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||||
Common Class V | Chief Executive Officer | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common Class V | Hims, Inc. | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ 0.000001 | |||||||||
PIPE Investment | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 7,500,000 | |||||||||
Sale of stock, price per share (in dollars per share) | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | ||||
Sale of stock, consideration received on transaction | $ | $ 75,000 |
Investments - Short-term Invest
Investments - Short-term Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Marketable Securities [Line Items] | ||
Adjusted Cost | $ 235,156 | $ 72,859 |
Unrealized Gains | 3 | 7 |
Unrealized Losses | (62) | (2) |
Fair Value | 235,097 | 72,864 |
Corporate bonds | ||
Marketable Securities [Line Items] | ||
Adjusted Cost | 177,273 | 55,224 |
Unrealized Gains | 1 | 5 |
Unrealized Losses | (53) | (2) |
Fair Value | 177,221 | 55,227 |
Government bonds | ||
Marketable Securities [Line Items] | ||
Adjusted Cost | 40,955 | 14,121 |
Unrealized Gains | 2 | 2 |
Unrealized Losses | (5) | 0 |
Fair Value | 40,952 | 14,123 |
Asset-backed bonds | ||
Marketable Securities [Line Items] | ||
Adjusted Cost | 16,928 | 3,514 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (4) | 0 |
Fair Value | $ 16,924 | $ 3,514 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Inventory | $ 3,546 | $ 2,856 |
Raw materials | 977 | 687 |
Total inventory | $ 4,523 | $ 3,543 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Trade and other receivables, net | $ 942 | $ 1,147 |
Prepaid expenses | 8,650 | 2,691 |
Vendor deposits | 2,810 | 1,395 |
Other current assets | 5 | 171 |
Total prepaid expenses and other current assets | $ 12,407 | $ 5,404 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Marketing expenses | $ 1,514 | $ 1,122 |
Professional services | 1,480 | 1,241 |
Payroll costs | 1,250 | 919 |
Tax payables | 729 | 651 |
Warrant exercise deposit liability | 0 | 664 |
Other accrued liabilities | 850 | 387 |
Total accrued liabilities | $ 5,823 | $ 4,984 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Variable Interest Entity [Line Items] | |||
Current assets | $ 340,196 | $ 113,084 | |
Assets | 345,900 | 118,697 | |
Current liabilities | 19,680 | 15,228 | |
Liabilities | 53,434 | 15,609 | |
Net loss | $ (51,404) | $ (6,033) | |
Affiliated Medical Groups | |||
Variable Interest Entity [Line Items] | |||
Percentage owned by licensed physicians | 100.00% | ||
Variable Interest Entity, Primary Beneficiary | |||
Variable Interest Entity [Line Items] | |||
Current assets | $ 500 | 500 | |
Assets | 1,400 | 1,400 | |
Current liabilities | 1,100 | 800 | |
Liabilities | 1,500 | $ 1,200 | |
Net loss | 1,800 | 2,500 | |
Variable Interest Entity, Primary Beneficiary | Consolidation, Eliminations | |||
Variable Interest Entity [Line Items] | |||
Payments to suppliers | $ 3,400 | $ 300 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 321,965 | $ 98,726 |
Warrant liabilities | 33,370 | 906 |
Total liabilities | 33,370 | 906 |
Government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 40,952 | 14,123 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 177,221 | 55,227 |
Asset-backed bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 16,924 | 3,514 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 74,930 | 12,163 |
Government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 11,082 | 12,693 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 75,786 | 13,169 |
Warrant liabilities | 33,370 | 0 |
Total liabilities | 33,370 | 0 |
Level 1 | Government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Level 1 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Level 1 | Asset-backed bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 74,930 | 12,163 |
Level 1 | Government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 246,179 | 85,557 |
Warrant liabilities | 0 | 0 |
Total liabilities | 0 | 0 |
Level 2 | Government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 40,952 | 14,123 |
Level 2 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 177,221 | 55,227 |
Level 2 | Asset-backed bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 16,924 | 3,514 |
Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Level 2 | Government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 11,082 | 12,693 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Warrant liabilities | 0 | 906 |
Total liabilities | 0 | 906 |
Level 3 | Government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Level 3 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Level 3 | Asset-backed bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Level 3 | Government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($)$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Increase in fair value of warrants | $ | $ 0.3 |
Public Warrants | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share price (in dollars per share) | $ / shares | $ 4.40 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Assumptions of Private Placement Warrants (Details) - Private Placement Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 1 month 28 days |
Expected volatility | 65.00% |
Risk-free interest rate | 0.03% |
Expected dividend yield | 0.00% |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of Warrant Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at December 31, 2020 | $ 906 |
Conversion of Series D preferred stock warrants to Class A common stock warrants | (1,160) |
Private Placement Warrants and Public Warrants | 51,814 |
Exercised warrants | (20,871) |
Increase in fair value of warrants | 2,681 |
Balance at March 31, 2021 | $ 33,370 |
Borrowing Arrangements (Details
Borrowing Arrangements (Details) - USD ($) | 3 Months Ended | |||||||
Mar. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Mar. 12, 2020 | Feb. 29, 2020 | Nov. 30, 2019 | Nov. 27, 2019 | |
Line of Credit Facility [Line Items] | ||||||||
Restricted cash, noncurrent | $ 856,000 | $ 1,006,000 | ||||||
Series C Preferred Stock Warrants | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Class of warrant or right, number securities called by warrants or rights (in shares) | 89,747 | 1,341,865 | 89,747 | 89,747 | ||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 7.67 | $ 7.67 | ||||||
Series D Preferred Stock Warrants | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Class of warrant or right, number securities called by warrants or rights (in shares) | 98,723 | |||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 6.96 | |||||||
Business Credit Card | Line of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | 3,500,000 | $ 5,000,000 | $ 2,000,000 | |||||
Debt instrument, covenant, required collateral amount | 200,000 | $ 200,000 | ||||||
Capital Agreement, 2019 | Notes Payable, Other Payables | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, maximum borrowing capacity | 50,000,000 | |||||||
Debt, long-term and short-term, combined amount | $ 0 | |||||||
Capital Agreement, 2019, Tranche One | Notes Payable, Other Payables | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, maximum borrowing capacity | 25,000,000 | |||||||
Capital Agreement, 2019, Tranche Two | Notes Payable, Other Payables | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, maximum borrowing capacity | 25,000,000 | |||||||
Letter of Credit | Line of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 3,500,000 | $ 2,000,000 | ||||||
Proceeds from issuance of debt | 800,000 | |||||||
Debt instrument, covenant, required collateral amount | 800,000 | |||||||
Restricted cash, noncurrent | $ 800,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2020USD ($)ft² | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | |
Other Commitments [Line Items] | |||
Operating leases, rent expense | $ 400 | $ 700 | |
Operating lease, term of contract | 63 months | ||
Operating leases, future minimum payments due | $ 7,900 | 7,055 | |
Lessee, operating lease, period for payments net of rent abatement | 3 months | ||
Rent expense, annual escalation, percent | 2.50% | ||
Operating lease, renewal term | 5 years | ||
Purchase obligation | $ 1,000 | ||
New Albany, Ohio | |||
Other Commitments [Line Items] | |||
Area of real estate property | ft² | 302,880 |
Commitment and Contingencies -
Commitment and Contingencies - Future Minimum Lease Commitments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jan. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
2021 | $ 1,146 | |
2022 | 1,559 | |
2023 | 1,598 | |
2024 | 1,638 | |
2025 | 1,114 | |
Total | $ 7,055 | $ 7,900 |
Stock-Based Compensation - 2017
Stock-Based Compensation - 2017 Stock Plan and 2020 Equity Incentive Plan (Details) - shares | 1 Months Ended | 3 Months Ended |
Jan. 31, 2021 | Mar. 31, 2021 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expiration period (in years) | 10 years | |
2020 Equity Incentive Plan and 2017 Stock Plan | Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expiration period (in years) | 5 years | |
2020 Equity Incentive Plan and 2017 Stock Plan | Minimum | Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Purchase price of common stock, percent | 110.00% | |
Stockholders equity ownership, percent | 10.00% | |
2020 Equity Incentive Plan and 2017 Stock Plan | Minimum | Stock Options and Stock Appreciation Rights | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Purchase price of common stock, percent | 100.00% | |
2020 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock, capital shares reserved for future issuance | 21,000,000 | 21,055,645 |
Percentage increase in authorized shares of common stock | 5.00% | |
Number of shares available for grant (in shares) | 18,581,886 | |
Stock Plan, 2017 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of additional shares authorized (in shares) | 19,000,000 | |
Number of authorized shares transferred between plans (in shares) | 55,645 | |
Number of shares available for grant (in shares) | 0 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options Narrative (Details) | Jun. 17, 2020USD ($)$ / sharesshares | Feb. 28, 2021shares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Jan. 20, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | $ 34,230,000 | $ 1,404,000 | |||
Recapitalization exchange ratio | 0.4530 | ||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 7.34 | ||||
Intrinsic value of exercises during period | $ 2,000,000 | ||||
Share-based payment arrangement, exercise of option, tax benefit | $ 0 | ||||
Early exercises of nonvested options (in shares) | shares | 301,893 | ||||
Chief Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grant date fair value | $ 16,600,000 | ||||
Exercise of vested stock options (in shares) | shares | 3,246,139 | ||||
Share-based payments arrangement, nonvested award, option, cost not yet recognized, amount | $ 4,200,000 | ||||
Options outstanding (in shares) | shares | 1,623,070 | ||||
Recapitalization exchange ratio | 0.4530 | ||||
Chief Executive Officer | June 17, 2020 Grant One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award granted (in shares) | shares | 3,246,139 | ||||
Awards granted (in dollars per share) | $ / shares | $ 2.43 | ||||
Acquisition with shares consideration threshold (in dollars per share) | $ / shares | $ 22.99 | ||||
Chief Executive Officer | June 17, 2020 Grant Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award granted (in shares) | shares | 1,623,070 | ||||
Awards granted (in dollars per share) | $ / shares | $ 2.43 | ||||
Acquisition with shares consideration threshold (in dollars per share) | $ / shares | $ 38.31 | ||||
Employee | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payments arrangement, nonvested award, option, cost not yet recognized, amount | $ 20,500,000 | ||||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period (in years) | 4 years | ||||
Expiration period (in years) | 10 years | ||||
Stock options | Chief Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 3 years 14 days | ||||
Stock options | Chief Executive Officer | June 17, 2020 Grant One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total stock-based compensation expense | $ 11,300,000 | ||||
Stock options | New Employee | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period (in years) | 4 years | ||||
Award vesting rights, monthly percentage | 2.083% | ||||
Stock options | New Employee | Share-based Payment Arrangement, Tranche One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period (in years) | 1 year | ||||
Awards vesting rights, percentage | 25.00% | ||||
Stock options | Current Employee | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period (in years) | 4 years | ||||
Award vesting rights, monthly percentage | 2.083% | ||||
Stock options | Employee | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 3 years 3 months 29 days |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted Average Fair Value Assumptions (Details) - Stock options | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 5 years 9 months 7 days |
Expected volatility | 58.87% |
Risk-free interest rate | 0.83% |
Expected dividend yield | 0.00% |
Stock-Based Compensation - Opti
Stock-Based Compensation - Option Activity (Details) - Employee, excluding CEO - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Shares | ||
Beginning balance (in shares) | 11,985 | |
Granted (in shares) | 423 | |
Exercised (in shares) | (384) | |
Forfeited and expired (in shares) | (56) | |
Ending balance (in shares) | 11,968 | 11,985 |
Vested and expected to vest at the end of the period (in shares) | 11,968 | |
Exercisable at the end of the period (in shares) | 11,165 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 2.57 | |
Granted (in dollars per share) | 13.79 | |
Exercised (in dollars per share) | 0.90 | |
Forfeited and expired (in dollars per share) | 1.70 | |
Ending balance (in dollars per share) | 3.02 | $ 2.57 |
Vested and expected to vest at the end of the period (in dollars per share) | 3.02 | |
Exercisable at the end of the period (in dollars per share) | $ 2.64 | |
Weighted Average Contractual Period (in Years) | ||
Outstanding balance (in years) | 8 years 4 months 13 days | 8 years 6 months |
Vested and expected to vested at the end of the period (in years) | 8 years 4 months 13 days | |
Exercisable at the end of the period (in years) | 8 years 4 months 13 days | |
Aggregate Intrinsic Value | ||
Outstanding balance | $ 122,556 | $ 131,770 |
Vested and expected to vest at the end of the period | 122,556 | |
Exercisable at the end of the period | $ 118,231 | |
Previously Reported | ||
Shares | ||
Beginning balance (in shares) | 26,459 | |
Ending balance (in shares) | 26,459 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 1.16 | |
Ending balance (in dollars per share) | $ 1.16 | |
Revision of Prior Period, Adjustment | ||
Shares | ||
Beginning balance (in shares) | 14,474 | |
Ending balance (in shares) | 14,474 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 1.41 | |
Ending balance (in dollars per share) | $ 1.41 |
Stock-Based Compensation - Exer
Stock-Based Compensation - Exercise Price Range of Options Outstanding and Exercisable (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Options Outstanding | |
Shares (in shares) | 11,968 |
Options Exercisable | |
Shares (in shares) | 11,165 |
Exercise Price Range $0.06 to $0.40 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-based payments arrangement, option, exercise price range, lower range limit (in dollars per share) | $ / shares | $ 0.06 |
Share-based payments arrangement, option, exercise price range, upper range limit (in dollars per share) | $ / shares | $ 0.40 |
Options Outstanding | |
Shares (in shares) | 3,236 |
Weighted Average Remaining Contractual Life (in years) | 6 years 11 months 1 day |
Options Exercisable | |
Shares (in shares) | 3,123 |
Weighted Average Remaining Contractual Life (in years) | 6 years 11 months 1 day |
Exercise Price Range $1.55 to $2.33 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-based payments arrangement, option, exercise price range, lower range limit (in dollars per share) | $ / shares | $ 1.55 |
Share-based payments arrangement, option, exercise price range, upper range limit (in dollars per share) | $ / shares | $ 2.33 |
Options Outstanding | |
Shares (in shares) | 3,368 |
Weighted Average Remaining Contractual Life (in years) | 8 years 25 days |
Options Exercisable | |
Shares (in shares) | 3,182 |
Weighted Average Remaining Contractual Life (in years) | 8 years 25 days |
Exercise Price Range $2.43 to $3.65 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-based payments arrangement, option, exercise price range, lower range limit (in dollars per share) | $ / shares | $ 2.43 |
Share-based payments arrangement, option, exercise price range, upper range limit (in dollars per share) | $ / shares | $ 3.65 |
Options Outstanding | |
Shares (in shares) | 3,298 |
Weighted Average Remaining Contractual Life (in years) | 9 years 2 months 1 day |
Options Exercisable | |
Shares (in shares) | 3,295 |
Weighted Average Remaining Contractual Life (in years) | 9 years 2 months 1 day |
Exercise Price Range $8.90 to $13.35 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-based payments arrangement, option, exercise price range, lower range limit (in dollars per share) | $ / shares | $ 8.90 |
Share-based payments arrangement, option, exercise price range, upper range limit (in dollars per share) | $ / shares | $ 13.35 |
Options Outstanding | |
Shares (in shares) | 1,888 |
Weighted Average Remaining Contractual Life (in years) | 9 years 9 months 3 days |
Options Exercisable | |
Shares (in shares) | 1,558 |
Weighted Average Remaining Contractual Life (in years) | 9 years 9 months |
Exercise Price Range $15.17 to $22.76 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-based payments arrangement, option, exercise price range, lower range limit (in dollars per share) | $ / shares | $ 15.17 |
Share-based payments arrangement, option, exercise price range, upper range limit (in dollars per share) | $ / shares | $ 22.76 |
Options Outstanding | |
Shares (in shares) | 178 |
Weighted Average Remaining Contractual Life (in years) | 9 years 9 months 14 days |
Options Exercisable | |
Shares (in shares) | 7 |
Weighted Average Remaining Contractual Life (in years) | 9 years 9 months 10 days |
Stock-Based Compensation - RSUs
Stock-Based Compensation - RSUs Narrative (Details) $ / shares in Units, $ in Millions | Jan. 20, 2021$ / shares | Jan. 20, 2021d$ / shares | Jan. 20, 2021day$ / shares | Jan. 31, 2021shares | Mar. 31, 2021USD ($)day$ / sharesshares | Dec. 31, 2020shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Recapitalization exchange ratio | 0.4530 | 0.4530 | 0.4530 | |||
Reverse recapitalization, contingent consideration, equity, earnout period, stock price trigger one (in dollars per share) | $ / shares | $ 15 | $ 15 | $ 15 | |||
Reverse recapitalization, contingent consideration, equity, earnout period, stock price trigger two (in dollars per share) | $ / shares | 17.50 | 17.50 | 17.50 | |||
Reverse recapitalization, contingent consideration, equity, earnout period, stock price trigger three (in dollars per share) | $ / shares | $ 20 | $ 20 | $ 20 | |||
Reverse recapitalization, contingent consideration, equity, earnout period, threshold trading days | 10 | 10 | 10 | |||
Reverse recapitalization, contingent consideration, equity, earnout period, threshold consecutive trading days | day | 20 | 20 | ||||
Reverse recapitalization, contingent consideration, equity, earnout period | 5 years | |||||
Chief Executive Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Recapitalization exchange ratio | 0.4530 | 0.4530 | 0.4530 | |||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period (in years) | 4 years | |||||
Share price (in dollars per share) | $ / shares | $ 16.38 | |||||
Vested (in shares) | 790,000 | |||||
Granted (in shares) | 2,804,000 | 45,297 | ||||
Share-based payment arrangement, nonvested award, excluding option, cost not yet recognized, amount | $ | $ 40.1 | |||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 3 years 7 months 9 days | |||||
RSUs | Share-based Payment Arrangement, Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period (in years) | 1 year | |||||
Awards vesting rights, percentage | 25.00% | |||||
Earn Out Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vested (in shares) | 317,539 | |||||
Earn Out Restricted Stock Units | Chief Executive Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vested (in shares) | 476,308 | |||||
Earn Out Restricted Stock Units | Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 4,431 | |||||
Parent Warrant Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vested (in shares) | 6,319 | |||||
Parent Warrant Restricted Stock Units | Chief Executive Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vested (in shares) | 9,478 | |||||
Parent Warrant Restricted Stock Units | Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 88 |
Stock-Based Compensation - RS_2
Stock-Based Compensation - RSUs Weighted Average Fair Value Assumptions (Details) - RSUs | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 5 years |
Expected volatility | 60.00% |
Risk-free interest rate | 0.50% |
Expected dividend yield | 0.00% |
Stock-Based Compensation - RS_3
Stock-Based Compensation - RSUs Activity (Details) - RSUs - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Shares | ||
Beginning balance (in shares) | 1,576,000 | |
Granted (in shares) | 2,804,000 | 45,297 |
Vested (in shares) | (790,000) | |
Ending balance (in shares) | 3,590,000 | 1,576,000 |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 11.29 | |
Granted (in dollars per share) | 14.95 | |
Vested (in dollars per share) | 15.66 | |
Ending balance (in dollars per share) | $ 13.16 | $ 11.29 |
Previously Reported | ||
Shares | ||
Beginning balance (in shares) | 3,480,000 | |
Ending balance (in shares) | 3,480,000 | |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 5.30 | |
Ending balance (in dollars per share) | $ 5.30 | |
Revision of Prior Period, Adjustment | ||
Shares | ||
Beginning balance (in shares) | 1,904,000 | |
Ending balance (in shares) | 1,904,000 | |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 5.99 | |
Ending balance (in dollars per share) | $ 5.99 |
Stock-Based Compensation - Vend
Stock-Based Compensation - Vendor Warrants Narrative (Details) $ / shares in Units, $ in Millions | Jan. 20, 2021$ / shares | Jan. 20, 2021d$ / shares | Jan. 20, 2021day$ / shares | Mar. 31, 2021USD ($)dayshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Recapitalization exchange ratio | 0.4530 | 0.4530 | 0.4530 | |
Reverse recapitalization, contingent consideration, equity, earnout period, stock price trigger one (in dollars per share) | $ 15 | $ 15 | $ 15 | |
Reverse recapitalization, contingent consideration, equity, earnout period, stock price trigger two (in dollars per share) | 17.50 | 17.50 | 17.50 | |
Reverse recapitalization, contingent consideration, equity, earnout period, stock price trigger three (in dollars per share) | $ 20 | $ 20 | $ 20 | |
Reverse recapitalization, contingent consideration, equity, earnout period, threshold trading days | 10 | 10 | 10 | |
Reverse recapitalization, contingent consideration, equity, earnout period, threshold consecutive trading days | day | 20 | 20 | ||
Reverse recapitalization, contingent consideration, equity, earnout period | 5 years | |||
Earn-Out And Parent Warrants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Class of warrant or right, number securities called by warrants or rights (in shares) | shares | 48,062 | |||
Vendor Warrants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | $ 0.5 | |||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 5 months 23 days |
Stock-Based Compensation - Ve_2
Stock-Based Compensation - Vendor Warrant Activity (Details) - Vendor Warrants - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | |
Shares | ||||
Beginning balance (in shares) | 462 | 843 | 462 | 843 |
Granted (in shares) | 0 | |||
Exercised (in shares) | (381) | |||
Forfeited and expired (in shares) | 0 | |||
Ending balance (in shares) | 462 | 843 | ||
Vested and expected to vest at the end of period (in shares) | 462 | |||
Exercisable at the end of period (in shares) | 185 | |||
Weighted Average Exercise Price | ||||
Beginning balance (in dollars per share) | $ 1.75 | |||
Granted (in dollars per share) | 0 | |||
Exercised (in dollars per share) | 1.75 | |||
Forfeited and expired (in dollars per share) | 0 | |||
Ending balance (in dollars per share) | $ 1.75 | $ 1.75 | ||
Vested and expected to vest at the end of period (in dollars per share) | $ 1.75 | |||
Exercisable at the end of period (in dollars per share) | $ 1.75 | |||
Weighted Average Contractual Term (in Years) | ||||
Outstanding (in years) | 7 years 3 days | 7 years 3 days | ||
Vested and expected to vest at the end of period (in years) | 7 years 3 days | |||
Exercisable at the end of period (in years) | 7 years 3 days | |||
Aggregate Intrinsic Value | ||||
Outstanding | $ 5,308 | $ 9,957 | ||
Vested and expected to vest and the end of period | 5,308 | |||
Exercisable at the end of period | $ 2,123 | |||
Previously Reported | ||||
Shares | ||||
Beginning balance (in shares) | 1,861 | 1,861 | ||
Ending balance (in shares) | 1,861 | |||
Weighted Average Exercise Price | ||||
Beginning balance (in dollars per share) | $ 0.79 | |||
Ending balance (in dollars per share) | $ 0.79 | |||
Weighted Average Contractual Term (in Years) | ||||
Outstanding (in years) | 7 years 3 days | |||
Aggregate Intrinsic Value | ||||
Outstanding | $ 9,957 | |||
Revision of Prior Period, Adjustment | ||||
Shares | ||||
Beginning balance (in shares) | 1,018 | 1,018 | ||
Ending balance (in shares) | 1,018 | |||
Weighted Average Exercise Price | ||||
Beginning balance (in dollars per share) | $ 0.96 | |||
Ending balance (in dollars per share) | $ 0.96 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense for Employees and Nonemployees (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 34,230 | $ 1,404 |
Marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 1,846 | 291 |
Selling, general, and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 32,384 | $ 1,113 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 5 Months Ended | 12 Months Ended | ||||||
Feb. 29, 2020USD ($)shares | Jul. 31, 2020USD ($)shares | Dec. 31, 2020USD ($)shares | Mar. 31, 2021USD ($)shares | Jan. 20, 2021 | Mar. 12, 2020$ / sharesshares | Mar. 01, 2020USD ($) | Nov. 30, 2019shares | Nov. 27, 2019$ / sharesshares | |
Temporary Equity [Line Items] | |||||||||
Shares Issued (in shares) | 93,328,118 | 0 | |||||||
Shares Outstanding (in shares) | 93,328,118 | 0 | |||||||
Proceeds from issuance of temporary equity | $ | $ 238,641 | ||||||||
Recapitalization exchange conversion basis | 1 | ||||||||
Recapitalization exchange ratio | 0.4530 | ||||||||
Warrants and rights outstanding | $ | $ 0 | $ 33,370 | |||||||
Series C Preferred Stock Warrants | |||||||||
Temporary Equity [Line Items] | |||||||||
Class of warrant or right, number securities called by warrants or rights (in shares) | 1,341,865 | 89,747 | 89,747 | 89,747 | |||||
Warrants and rights outstanding | $ | $ 10,000 | ||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 7.67 | $ 7.67 | |||||||
Series D Preferred Stock Warrants | |||||||||
Temporary Equity [Line Items] | |||||||||
Class of warrant or right, number securities called by warrants or rights (in shares) | 98,723 | ||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 6.96 | ||||||||
Series D | |||||||||
Temporary Equity [Line Items] | |||||||||
Shares Issued (in shares) | 7,472,062 | 7,472,062 | |||||||
Shares Outstanding (in shares) | 7,472,062 | ||||||||
Proceeds from issuance of temporary equity | $ | $ 51,900 | $ 51,900 | |||||||
Series C Preferred Stock | |||||||||
Temporary Equity [Line Items] | |||||||||
Shares Issued (in shares) | 14,760,594 | ||||||||
Shares Outstanding (in shares) | 14,760,594 | ||||||||
Proceeds from issuance of temporary equity | $ | $ 92,590 | ||||||||
Warrants and rights outstanding | $ | $ 11,300 | ||||||||
Conversion of convertible securities (in shares) | 1,341,865 | ||||||||
Proceeds from conversion of convertible securities | $ | $ 100 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - Summary of Redeemable Convertible Preferred Stock (Details) - USD ($) | 5 Months Ended | 12 Months Ended | |
Jul. 31, 2020 | Dec. 31, 2020 | Mar. 31, 2021 | |
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 95,997,674 | 275,000,000 | |
Shares Issued (in shares) | 93,328,118 | 0 | |
Shares Outstanding (in shares) | 93,328,118 | 0 | |
Aggregate Liquidation Value | $ 268,452,000 | $ 0 | |
Proceeds, Net of Issuance Costs | $ 238,641,000 | ||
Series Seed | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 4,987,477 | ||
Shares Issued (in shares) | 4,987,477 | ||
Shares Outstanding (in shares) | 4,987,477 | ||
Aggregate Liquidation Value | $ 0 | ||
Proceeds, Net of Issuance Costs | $ 0 | ||
Issue Price per Share (in dollars per share) | $ 0.0001 | ||
Series A | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 23,822,492 | ||
Shares Issued (in shares) | 23,822,492 | ||
Shares Outstanding (in shares) | 23,822,492 | ||
Aggregate Liquidation Value | $ 6,621,000 | ||
Proceeds, Net of Issuance Costs | $ 5,106,000 | ||
Issue Price per Share (in dollars per share) | $ 0.2780 | ||
Series A-1 | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 5,742,012 | ||
Shares Issued (in shares) | 5,742,012 | ||
Shares Outstanding (in shares) | 5,742,012 | ||
Aggregate Liquidation Value | $ 753,000 | ||
Proceeds, Net of Issuance Costs | $ 740,000 | ||
Issue Price per Share (in dollars per share) | $ 0.1312 | ||
Series B | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 13,270,590 | ||
Shares Issued (in shares) | 13,270,590 | ||
Shares Outstanding (in shares) | 13,270,590 | ||
Aggregate Liquidation Value | $ 24,600,000 | ||
Proceeds, Net of Issuance Costs | $ 23,429,000 | ||
Issue Price per Share (in dollars per share) | $ 1.8538 | ||
Series B-1 | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 9,807,952 | ||
Shares Issued (in shares) | 9,807,952 | ||
Shares Outstanding (in shares) | 9,807,952 | ||
Aggregate Liquidation Value | $ 20,000,000 | ||
Proceeds, Net of Issuance Costs | $ 14,965,000 | ||
Issue Price per Share (in dollars per share) | $ 2.0392 | ||
Series B-2 | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 13,464,939 | ||
Shares Issued (in shares) | 13,464,939 | ||
Shares Outstanding (in shares) | 13,464,939 | ||
Aggregate Liquidation Value | $ 51,371,000 | ||
Proceeds, Net of Issuance Costs | $ 49,911,000 | ||
Issue Price per Share (in dollars per share) | $ 3.8152 | ||
Series C | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 14,850,340 | ||
Shares Issued (in shares) | 14,760,594 | ||
Shares Outstanding (in shares) | 14,760,594 | ||
Aggregate Liquidation Value | $ 113,072,000 | ||
Proceeds, Net of Issuance Costs | $ 92,590,000 | ||
Issue Price per Share (in dollars per share) | $ 7.6604 | ||
Series D | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 10,051,872 | ||
Shares Issued (in shares) | 7,472,062 | 7,472,062 | |
Shares Outstanding (in shares) | 7,472,062 | ||
Aggregate Liquidation Value | $ 52,035,000 | ||
Proceeds, Net of Issuance Costs | $ 51,900,000 | $ 51,900,000 | |
Issue Price per Share (in dollars per share) | $ 6.9639 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) $ in Thousands | Jan. 20, 2021USD ($)shares | May 31, 2020USD ($)shares | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)shares | Jan. 19, 2021common_stock_class |
Class of Stock [Line Items] | ||||||
Number of classes of common stock | common_stock_class | 2 | |||||
Payments for repurchase of common stock | $ 22,027 | $ 0 | ||||
Repurchase of Stock | Former Executive Officer | ||||||
Class of Stock [Line Items] | ||||||
Notes receivable, amount of principal payment canceled | $ 900 | |||||
Common Class A | ||||||
Class of Stock [Line Items] | ||||||
Pre-closing stock repurchase, net of exercise of vested options (in shares) | shares | 183,548 | 509,602 | 85,594 | |||
Payments for repurchase of common stock | $ 22,000 | $ 100 |
Common Stock - Pre-Closing Stoc
Common Stock - Pre-Closing Stock Repurchase (Details) - USD ($) $ in Thousands | Jan. 20, 2021 | May 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||
Payments for repurchase of common stock | $ 22,027 | $ 0 | |||
Pre-closing stock repurchase, net of exercise of vested options | $ 21,902 | ||||
Common Class A | |||||
Class of Stock [Line Items] | |||||
Stock repurchased and retired during period (in shares) | 2,207,580 | ||||
Payments for repurchase of common stock | $ 22,000 | $ 100 | |||
Pre-closing stock repurchase, net of exercise of vested options (in shares) | 183,548 | 509,602 | 85,594 | ||
Pre-closing stock repurchase, net of exercise of vested options | $ 1,800 |
Common Stock - Merger Transacti
Common Stock - Merger Transaction (Details) | Jan. 20, 2021$ / sharesshares | Mar. 31, 2021$ / shares | Jan. 19, 2021$ / shares | Dec. 31, 2020$ / shares |
Class of Stock [Line Items] | ||||
Recapitalization exchange ratio | 0.4530 | |||
Common Class A | ||||
Class of Stock [Line Items] | ||||
Class of warrant or right, number of securities called by each warrant or right (in shares) | shares | 0.0028 | |||
Chief Executive Officer | ||||
Class of Stock [Line Items] | ||||
Recapitalization exchange ratio | 0.4530 | |||
Common Class A and V | Common Stock | ||||
Class of Stock [Line Items] | ||||
Recapitalization, contingent consideration, equity, exchange ratio | 0.0443 | |||
Common Class A | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common Class A | Chief Executive Officer | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | 0.0001 | |||
Common Class A | Hims, Inc. | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.000001 | |||
Common Class V | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Common Class V | Chief Executive Officer | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Common Class V | Hims, Inc. | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.000001 |
Common Stock - Settlement of No
Common Stock - Settlement of Nonrecourse Related-Party Promissory Notes (Details) - USD ($) $ in Thousands | Jan. 20, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Class of Stock [Line Items] | |||
Repayment of promissory notes associated with vested and unvested shares | $ 1,193 | $ 0 | |
Common Class A | Common Stock | |||
Class of Stock [Line Items] | |||
Repayment of promissory notes associated with vested and unvested shares | $ 1,200 | ||
Common stock, forfeited (in shares) | 370,734 |
Common Stock - PIPE Investment
Common Stock - PIPE Investment (Details) - PIPE Investment $ / shares in Units, $ in Millions | Jan. 20, 2021USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |
Sale of stock, number of shares issued in transaction (in shares) | shares | 7,500,000 |
Sale of stock, price per share (in dollars per share) | $ / shares | $ 10 |
Sale of stock, consideration received on transaction | $ | $ 75 |
Common Stock - Prior to Merger
Common Stock - Prior to Merger (Details) - Common Class A - $ / shares | Jan. 04, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Jul. 31, 2020 | Mar. 31, 2021 |
Common Stock Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Conversion of convertible securities (in shares) | 143,452 | ||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 0.06 | ||||
Common Stock Warrants, Group One | |||||
Class of Warrant or Right [Line Items] | |||||
Conversion of convertible securities (in shares) | 425,146 | ||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 0.06 | ||||
Vendor Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Conversion of convertible securities (in shares) | 380,746 | 266,522 | 37,244 | ||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 1.75 | $ 1.75 | $ 1.75 | $ 1.75 | |
Common Stock Warrants, Group Two | |||||
Class of Warrant or Right [Line Items] | |||||
Conversion of convertible securities (in shares) | 178,840 | ||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 0.06 |
Common Stock - Subsequent to Me
Common Stock - Subsequent to Merger (Details) | Jan. 20, 2021$ / sharesshares | Jan. 20, 2021d$ / sharesshares | Jan. 20, 2021day$ / sharesshares | Feb. 28, 2021shares | Mar. 31, 2021day$ / sharesshares |
Class of Warrant or Right [Line Items] | |||||
Recapitalization exchange ratio | 0.4530 | 0.4530 | 0.4530 | ||
Reverse recapitalization, contingent consideration, equity, earnout period, stock price trigger one (in dollars per share) | $ 15 | $ 15 | $ 15 | ||
Reverse recapitalization, contingent consideration, equity, earnout period, stock price trigger two (in dollars per share) | 17.50 | 17.50 | 17.50 | ||
Reverse recapitalization, contingent consideration, equity, earnout period, stock price trigger three (in dollars per share) | $ 20 | $ 20 | $ 20 | ||
Reverse recapitalization, contingent consideration, equity, earnout period, threshold trading days | 10 | 10 | 10 | ||
Reverse recapitalization, contingent consideration, equity, earnout period, threshold consecutive trading days | day | 20 | 20 | |||
Reverse recapitalization, contingent consideration, equity, earnout period | 5 years | ||||
Private Placement Warrants | Common Class A | |||||
Class of Warrant or Right [Line Items] | |||||
Class of warrant or right, outstanding (in shares) | shares | 3,012,500 | 3,012,500 | 3,012,500 | 3,012,500 | |
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 11.50 | $ 11.50 | $ 11.50 | ||
Conversion of convertible securities (in shares) | shares | 1,474,145 | ||||
Public Warrants | Common Class A | |||||
Class of Warrant or Right [Line Items] | |||||
Class of warrant or right, outstanding (in shares) | shares | 6,708,333 | 6,708,333 | 6,708,333 | 6,695,915 | |
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |
Parent Warrants | Common Class A | |||||
Class of Warrant or Right [Line Items] | |||||
Class of warrant or right, outstanding (in shares) | shares | 888,143 | 888,143 | 888,143 | 888,143 | |
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 11.50 |
Common Stock - Schedule of Warr
Common Stock - Schedule of Warrants Outstanding (Details) - Common Class A - $ / shares | Mar. 31, 2021 | Jan. 20, 2021 | Jan. 04, 2021 | Dec. 31, 2020 | Nov. 30, 2020 |
Vendor Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Shares (in shares) | 462,335 | ||||
Exercise Price (in dollars per share) | $ 1.75 | $ 1.75 | $ 1.75 | $ 1.75 | |
Debt Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Shares (in shares) | 98,723 | ||||
Exercise Price (in dollars per share) | $ 6.96 | ||||
Public Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Shares (in shares) | 6,695,915 | 6,708,333 | |||
Exercise Price (in dollars per share) | $ 11.50 | $ 11.50 | |||
Parent Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Shares (in shares) | 888,143 | 888,143 | |||
Exercise Price (in dollars per share) | $ 11.50 |
Common Stock - Public Warrant T
Common Stock - Public Warrant Terms (Details) - Common Class A | 3 Months Ended |
Mar. 31, 2021day$ / shares | |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Exercisable period after closing date | 30 days |
Warrant expiration period | 5 years |
Period after warrants become exercisable for warrant redemption commencement | 90 days |
Public Warrants, Warrant Redemption | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right, redemption price per share (in dollars per share) | $ 0.10 |
Minimum period of prior notice for share redemption | 30 days |
Threshold trading days | day | 10 |
Sale price redemption threshold (in dollars per share) | $ 10 |
Period after written notice of redemption | 30 days |
Public Warrants, Cash Redemption | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right, redemption price per share (in dollars per share) | $ 0.01 |
Minimum period of prior notice for share redemption | 30 days |
Threshold trading days | day | 20 |
Sale price redemption threshold (in dollars per share) | $ 18 |
Threshold consecutive trading days | day | 30 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | Jan. 20, 2021 | Sep. 23, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||
Repayment of promissory notes associated with vested and unvested shares | $ 1,193,000 | $ 0 | |||
Redeemable Class A Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Conversion of convertible securities | (4,500,000) | ||||
Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, expenses from transactions with related party | 800,000 | 800,000 | |||
Affiliated Entity | Redeemable Common Stock Transaction | |||||
Related Party Transaction [Line Items] | |||||
Sale of stock, put right period | 6 months | ||||
Affiliated Entity | Operational Support | |||||
Related Party Transaction [Line Items] | |||||
Accounts payable, related parties | 0 | $ 0 | |||
Affiliated Entity | Identity Verification Services | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, purchases from related party | 100,000 | $ 100,000 | |||
Accounts payable, related parties | $ 100,000 | $ 100,000 | |||
Management | Nonrecourse Related-Party Promissory Notes | |||||
Related Party Transaction [Line Items] | |||||
Options outstanding (in shares) | 16,345,627 | ||||
Share-based compensation arrangement by share-based payment award, options, outstanding, value | $ 7,200,000 | ||||
Repayment of promissory notes associated with vested and unvested shares | $ 1,200,000 | ||||
Forfeiture of related-party promissory notes (in shares) | 370,734 | ||||
Management | Nonrecourse Related-Party Promissory Notes | Minimum | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, rate | 2.21% | ||||
Management | Nonrecourse Related-Party Promissory Notes | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, rate | 3.02% | ||||
Chief Executive Officer And Director | Sale of Stock from CEO and Member Of Board of Directors | |||||
Related Party Transaction [Line Items] | |||||
Sale of stock, number of shares issued in transaction (in shares) | 737,058 | ||||
Sale of stock, price per share (in dollars per share) | $ 6.11 | ||||
Sale of stock, consideration received on transaction | $ 4,500,000 | ||||
CEO And Director | Redeemable Common Stock Transaction | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, expenses from transactions with related party | $ 3,000,000 |
Basic and Diluted Net Loss pe_3
Basic and Diluted Net Loss per Share - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Dividends, common stock | $ 0 | $ 0 |
Common Class A | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Number of redeemable shares excluded from calculation of net income (loss) per share (in shares) | 0 | 664,162 |
Basic and Diluted Net Loss pe_4
Basic and Diluted Net Loss per Share - Computation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net loss attributable to common stockholders | $ (51,404) | $ (6,033) |
Denominator: | ||
Basic (in shares) | 153,080,538 | 34,610,061 |
Diluted (in shares) | 153,080,538 | 34,610,061 |
Basic (in dollars per share) | $ (0.34) | $ (0.17) |
Diluted (in dollars per share) | $ (0.34) | $ (0.17) |
Common Class A | ||
Numerator: | ||
Net loss attributable to common stockholders | $ (49,185) | $ (4,823) |
Denominator: | ||
Basic (in shares) | 146,471,524 | 27,668,709 |
Diluted (in shares) | 146,471,524 | 27,668,709 |
Basic (in dollars per share) | $ (0.34) | $ (0.17) |
Diluted (in dollars per share) | $ (0.34) | $ (0.17) |
Common Class V | ||
Numerator: | ||
Net loss attributable to common stockholders | $ (2,219) | |
Denominator: | ||
Basic (in shares) | 6,609,014 | |
Diluted (in shares) | 6,609,014 | |
Basic (in dollars per share) | $ (0.34) | |
Diluted (in dollars per share) | $ (0.34) | |
Common Class F | ||
Numerator: | ||
Net loss attributable to common stockholders | $ (1,210) | |
Denominator: | ||
Basic (in shares) | 6,941,352 | |
Diluted (in shares) | 6,941,352 | |
Basic (in dollars per share) | $ (0.17) | |
Diluted (in dollars per share) | $ (0.17) |
Basic and Diluted Net Loss pe_5
Basic and Diluted Net Loss per Share - Schedule of Excluded Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Common stock issued for exercise of stock options subject to nonrecourse promissory notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,545,821 | 16,855,230 |
Common stock issued for early exercise of stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 388,839 | 154,820 |
Redeemable Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 19,702,603 | 85,510,700 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 16,361,955 | 6,969,701 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,347,300 | 0 |
Warrants | Common Class A | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 7,733,346 | 1,895,345 |
Warrants | Redeemable Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 1,433,585 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate reconciliation, percent | (0.20%) | (0.60%) |
Uncategorized Items - hims-2021
Label | Element | Value |
Fair Value, Recurring [Member] | Money Market Funds [Member] | ||
Restricted Cash | us-gaap_RestrictedCash | $ 1,006,000 |
Restricted Cash | us-gaap_RestrictedCash | 856,000 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Money Market Funds [Member] | ||
Restricted Cash | us-gaap_RestrictedCash | 0 |
Restricted Cash | us-gaap_RestrictedCash | 0 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Money Market Funds [Member] | ||
Restricted Cash | us-gaap_RestrictedCash | 0 |
Restricted Cash | us-gaap_RestrictedCash | 0 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Money Market Funds [Member] | ||
Restricted Cash | us-gaap_RestrictedCash | 856,000 |
Restricted Cash | us-gaap_RestrictedCash | $ 1,006,000 |