Filed Pursuant to Rule 424(b)(3)
Registration No. 333-252814
PROSPECTUS
HIMS & HERS HEALTH, INC.
120,438,519 Shares of Class A Common Stock
This prospectus relates to the
offer and sale from time to time by the selling securityholders named in this prospectus (the Selling Securityholders) of up to 120,438,519 shares of our Class A common stock, par value $0.0001 per share (Class A common
stock), consisting of (i) up to 1,414,570 shares of Class A common stock (the PIPE shares) issued in a private placement pursuant to subscription agreements entered into on September 30, 2020; (ii) up to 3,773,437
shares of Class A common stock issued upon consummation of the Business Combination (defined below), in exchange for Class B ordinary shares of Oaktree Acquisition Corp. originally issued in a private placement to Oaktree Acquisition
Holdings, L.P. (the Sponsor); (iii) up to 106,256,949 shares of Class A common stock issued to former stockholders and advisors of Hims, Inc. and pursuant to exercised warrants; (iv) up to 8,377,623 shares of Class A
common stock reserved for issuance by us upon conversion of Class V common stock held by trusts affiliated with Andrew Dudum, our Chief Executive Officer; and (v) up to 615,940 shares of Class A common stock issuable upon exercise of
assumed warrants to purchase Class A common stock held by former warrant holders of Hims, Inc.
On January 20, 2021, we consummated the
transactions contemplated by that certain Agreement and Plan of Merger, dated as of September 30, 2020 (the Merger Agreement), by and among Oaktree Acquisition Corp. (OAC and, after the Domestication as described below,
New Hims), a Cayman Islands exempted company, Rx Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of OAC (Merger Sub), and Hims, Inc., a Delaware corporation (Hims). As contemplated by the
Merger Agreement, OAC filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the
Secretary of State of the State of Delaware, under which OAC was domesticated and continues as a Delaware corporation (the Domestication). Further, on January 20, 2021, OAC consummated the merger contemplated by the Merger
Agreement, whereby Merger Sub merged with and into Hims, the separate corporate existence of Merger Sub ceasing and Hims being the surviving corporation and a wholly owned subsidiary of New Hims (the Merger and, together with the
Domestication, the Business Combination).
The Selling Securityholders may offer, sell or distribute all or a portion of the securities hereby
registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of our Class A common stock. We will bear all costs, expenses and
fees in connection with the registration of these securities, including with regard to compliance with state securities or blue sky laws. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their
sale of shares of our Class A common stock. See Plan of Distribution beginning on page 25 of this prospectus.
Our
Class A common stock are listed on the New York Stock Exchange (the NYSE) under the symbol HIMS. On February 2, 2022, the last reported sales price of our Class A common stock was $4.73 per share.
Investing in our securities involves risks. See the section entitled Risk Factors beginning on page 9
of this prospectus to read about factors you should consider before buying our securities.
Neither the Securities and
Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is February 7, 2022.