HIMS Hims and Hers Health Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 5, 2024

 

 

HIMS & HERS HEALTH, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware	001-38986	98-1482650
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

 

2269 Chestnut Street, #523

San Francisco, CA 94123

(Address of principal executive offices)

 

(415) 851-0195

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading symbol		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value		HIMS		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 8.01 Other Events.

 

On September 9, 2024, Hims & Hers Health, Inc. (the “Company”) filed a prospectus supplement dated September 9, 2024 (the “Prospectus Supplement”), which forms part of the Company’s automatic “shelf” Registration Statement on Form S-3 (File No. 333-282008), which was filed on September 9, 2024 with the Securities and Exchange Commission. The Prospectus Supplement supplements the base prospectus contained in the Registration Statement, and was filed to register 976,341 shares of the Company’s Class A common stock (the “Resale Shares”) issued to Nivagen Pharmaceuticals, Inc. (“Nivagen”) in connection with the acquisition by the Company (the “Medisource Acquisition”) of 100% of the membership interests of Seaview Enterprises LLC (d/b/a MedisourceRx) (“Medisource”) pursuant to the purchase agreement dated July 5, 2024, by and among the Company, Nivagen, and Medisource (the “Purchase Agreement”). The Medisource Acquisition closed on September 5, 2024.

 

The offering of the Resale Shares was made pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Prospectus Supplement was filed in accordance with the Purchase Agreement.

 

A copy of the opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP relating to the legality of the Resale Shares is filed herewith as Exhibit 5.1.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

5.1	Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP
23.1	Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP (included in Exhibit 5.1)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	HIMS & HERS HEALTH, INC.
Date: September 9, 2024	By:	/s/ Andrew Dudum
		Andrew Dudum
		Chief Executive Officer

 

 

 

Exhibit 5.1

 

 

September 9, 2024

 

Hims & Hers Health, Inc.

2269 Chestnut Street, #523

San Francisco, CA 94123

 

Re: Prospectus Supplement to Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

This opinion is furnished to Hims & Hers Health, Inc., a Delaware corporation (the “Company”), in connection with the filing with the Securities and Exchange Commission (“Commission”) on September 9, 2024 of the prospectus supplement (the “Prospectus Supplement”) to the Registration Statement on Form S-3 filed by the Company with the Commission on September 9, 2024 (File No. 333-282008) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with respect to the resale from time to time by the selling stockholder named in the Prospectus Supplement under the heading “Selling Stockholders” (the “Selling Stockholder”) of up to 976,341 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”). All of the Shares are being registered on behalf of the Selling Stockholder. The Shares are to be offered and sold by the Selling Stockholder or its permitted transferee in the manner contemplated by the Prospectus Supplement.

 

In connection with this opinion, we have examined and relied upon the Registration Statement and the originals or copies certified to our satisfaction of such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. With your consent, we have relied upon certificates and other assurances of officers of the Company and of the Selling Stockholder as to factual matters without having independently verified such factual matters. We have assumed the accuracy and completeness of each document submitted to us, the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

 

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as expressly stated herein with respect to the resale of the Shares. Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Our opinion herein is expressed solely with respect to the Federal laws of the United States of America and the Delaware General Corporation Law (the “DGCL”). Our opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.

 

GUNDERSON DETTMER STOUGH VILLENEUVE FRANKLIN & HACHIGIAN, LLP

One Bush Plaza, Suite 1200 San Francisco, CA 94104 gunder.com

 

 

Based upon and subject to the foregoing and the other matters set forth herein, it is our opinion that the Shares are validly issued, fully paid and non-assessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

 

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K relating to the Shares, which is incorporated by reference in the Registration Statement. In addition, we consent to the use of our name in the Prospectus Supplement forming a part of the Registration Statement under the caption “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,

 

/s/ Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

 

GUNDERSON DETTMER STOUGH VILLENEUVE FRANKLIN & HACHIGIAN, LLP

 

 

 

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Cover	Sep. 05, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 05, 2024
Entity File Number	001-38986
Entity Registrant Name	HIMS & HERS HEALTH, INC.
Entity Central Index Key	0001773751
Entity Tax Identification Number	98-1482650
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2269 Chestnut Street
Entity Address, Address Line Two	#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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.0001 par value
Trading Symbol	HIMS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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