Hims & Hers Health, Inc. 10-K

Item 8. Financial Statements and Supplementary Data Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm 63 Consolidated Balance Sheets 65 Consolidated Statements of Operations and Comprehensive Loss 66 Consolidated Statement of Mezzanine Equity and Stockholders’ Equity (Deficit) 67 Consolidated Statements of Cash Flows 68 Notes to Consolidated Financial Statements 69 62 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors Hims & Hers Health, Inc.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of Hims & Hers Health, Inc. and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, mezzanine equity and stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Controls over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the 63 Table of Contents company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Impairment indicators for certain trade name intangible assets As discussed in Note 9 to the consolidated financial statements, the carrying value of the Company’s trade name intangible assets was $17.3 million as of December 31, 2023. Long-lived assets, including trade name intangible assets, are reviewed for potential impairment whenever events or changes in circumstances (triggering events) indicate that the carrying amount of an asset may not be recoverable. We identified the evaluation of triggering events that indicate the carrying amount of certain trade name intangible assets may not be recoverable as a critical audit matter. Challenging auditor judgment was required to assess the Company’s identification and evaluation of indicators of potential impairment. Specifically, judgments included the identification and evaluation of potential quantitative and qualitative impairment indicators, including demand for the certain asset group’s products and services, profitability, and other business factors. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of an internal control related to the Company’s identification and evaluation of triggering events for long-lived assets, including certain trade name intangible assets. We evaluated the Company’s triggering event identification and assessment, including the demand for the certain asset group’s products and services and profitability, by: • inspecting actual operating results in comparison with financial projections made by the Company at the time the certain asset group was acquired to identify underperformance • considering relevant analyst reports • inquiring of Company officials regarding future plans for the certain asset group • reading board of directors’ meetings minutes to identify other business factors that might impact the evaluation of triggering events. /s/ KPMG LLP We have served as the Company’s auditor since 2019. San Francisco, California February 26, 2024 64 Table of Contents Hims & Hers Health, Inc. Consolidated Balance Sheets (In Thousands, Except Share and Per Share Data) December 31, 2023 2022 Assets Current assets: Cash and cash equivalents $ 96,663 $ 46,772 Short-term investments 124,318 132,853 Inventory 22,464 21,562 Prepaid expenses and other current assets 21,608 15,408 Total current assets 265,053 216,595 Restricted cash 856 856 Goodwill 110,881 110,881 Property, equipment, and software, net 36,143 11,199 Intangible assets, net 18,574 21,841 Operating lease right-of-use assets 9,588 4,936 Other long-term assets 91 33 Total assets $ 441,186 $ 366,341 Liabilities and stockholders' equity Current liabilities: Accounts payable $ 43,070 $ 32,363 Accrued liabilities 28,972 12,448 Deferred revenue 7,733 1,472 Earn-out payable 7,412 — Operating lease liabilities 1,281 1,658 Total current liabilities 88,468 47,941 Operating lease liabilities 8,667 3,649 Earn-out liabilities — 2,975 Other long-term liabilities 22 35 Total liabilities 97,157 54,600 Commitments and contingencies (Note 14) Stockholders' equity: Common stock – Class A shares, par value $ 0.0001 , 2,750,000,000 shares authorized and 205,104,120 and 200,051,689 shares issued and outstanding as of December 31, 2023 and 2022, respectively; Class V shares, par value $ 0.0001 , 10,000,000 shares authorized and 8,377,623 shares issued and outstanding as of December 31, 2023 and 2022 21 21 Additional paid-in capital 712,307 656,626 Accumulated other comprehensive loss ( 124 ) ( 277 ) Accumulated deficit ( 368,175 ) ( 344,629 ) Total stockholders' equity 344,029 311,741 Total liabilities and stockholders' equity $ 441,186 $ 366,341 See accompanying notes to consolidated financial statements. 65 Table of Contents Hims & Hers Health, Inc. Consolidated Statements of Operations and Comprehensive Loss (In Thousands, Except Share and Per Share Data) Year Ended December 31, 2023 2022 2021 Revenue $ 872,000 $ 526,916 $ 271,878 Cost of revenue 157,051 118,194 67,384 Gross profit 714,949 408,722 204,494 Operating expenses: Marketing 446,435 272,587 135,902 Operations and support 119,857 77,403 47,593 Technology and development 48,227 29,237 22,379 General and administrative 129,883 98,192 113,662 Total operating expenses 744,402 477,419 319,536 Loss from operations ( 29,453 ) ( 68,697 ) ( 115,042 ) Other income (expense): Change in fair value of liabilities ( 1,075 ) 70 3,802 Other income, net 8,957 2,918 445 Total other income, net 7,882 2,988 4,247 Loss before income taxes ( 21,571 ) ( 65,709 ) ( 110,795 ) (Provision) benefit for income taxes ( 1,975 ) 31 3,136 Net loss ( 23,546 ) ( 65,678 ) ( 107,659 ) Other comprehensive income (loss) 153 ( 140 ) ( 126 ) Total comprehensive loss $ ( 23,393 ) $ ( 65,818 ) $ ( 107,785 ) Net loss per share attributable to common stockholders: Basic and diluted $ ( 0.11 ) $ ( 0.32 ) $ ( 0.58 ) Weighted average shares outstanding: Basic and diluted 209,344,712 204,516,120 186,781,537 See accompanying notes to consolidated financial statements. 66 Table of Contents Hims & Hers Health, Inc. Consolidated Statements of Mezzanine Equity and Stockholders' Equity (Deficit) (In Thousands, Except Share Data) Redeemable Convertible Preferred Stock Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders' Equity (Deficit) Shares Amount Shares Amount Balance as of December 31, 2020 93,328,118 $ 249,962 52,967,106 $ 5 $ 24,424 $ ( 11 ) $ ( 171,292 ) $ ( 146,874 ) Pre-closing stock repurchase, net of exercise of vested options ( 206,511 ) ( 125 ) ( 1,817,519 ) — ( 21,902 ) — — ( 21,902 ) Conversion of redeemable convertible preferred stock to common stock ( 93,121,607 ) ( 249,837 ) 93,121,607 9 249,828 — — 249,837 Repayment of related-party promissory notes associated with vested shares — — — — 854 — — 854 Forfeiture of related-party promissory notes — — ( 370,734 ) — — — — — Conversion of Series D preferred stock warrants to Class A common warrants — — — — 1,160 — — 1,160 Exercise of Class A common stock warrants — — 1,867,380 — 21,679 — — 21,679 Issuance of common stock upon Merger, net of transaction costs of $ 18.7 million — — 24,142,244 2 129,657 — — 129,659 Issuance of PIPE shares — — 7,500,000 1 74,999 — — 75,000 Warrant expense in connection with Merger — — — — 154 — — 154 Issuance of Merger earn-out shares to common stockholders — — 14,153,520 1 — — — 1 Issuance of common stock for acquisition of businesses — — 8,699,815 1 52,613 — — 52,614 Exercise of vested stock options — — 1,382,978 1 1,258 — — 1,259 Vesting of early exercised stock options, net of cancelations — — ( 2,812 ) — 227 — — 227 Stock-based compensation — — — — 67,767 — — 67,767 Issuance of common stock upon vesting of RSUs, net of shares withheld for taxes — — 1,189,786 — — — — — Payments for taxes related to net share settlement of equity awards — — — — ( 5,998 ) — — ( 5,998 ) Issuance of common stock upon Class A common stock warrant redemption — — 1,958,615 — 16,967 — — 16,967 Other comprehensive loss — — — — — ( 126 ) — ( 126 ) Net loss — — — — — — ( 107,659 ) ( 107,659 ) Balance as of December 31, 2021 — — 204,791,986 20 613,687 ( 137 ) ( 278,951 ) 334,619 Issuance of common stock upon vesting of RSUs, net of shares withheld for taxes — — 1,632,111 — — — — — Payments for taxes related to net share settlement of equity awards — — — — ( 3,901 ) — — ( 3,901 ) Exercise of vested stock options — — 1,611,687 1 2,245 — — 2,246 Vesting of early exercised stock options — — — — 197 — — 197 Issuance of common stock under employee stock purchase plan — — 393,528 — 1,178 — — 1,178 Stock-based compensation — — — — 43,220 — — 43,220 Other comprehensive loss — — — — — ( 140 ) — ( 140 ) Net loss — — — — — — ( 65,678 ) ( 65,678 ) Balance as of December 31, 2022 — — 208,429,312 21 656,626 ( 277 ) ( 344,629 ) 311,741 Issuance of common stock upon vesting of RSUs, net of shares withheld for taxes — — 3,472,456 — — — — — Payments for taxes related to net share settlement of equity awards — — — — ( 14,096 ) — — ( 14,096 ) Exercise of vested stock options — — 1,222,548 — 2,322 — — 2,322 Issuance of common stock under employee stock purchase plan — — 594,885 — 2,298 — — 2,298 Repurchases and retirement of common stock — — ( 237,458 ) — ( 1,999 ) — — ( 1,999 ) Stock-based compensation — — — — 67,156 — — 67,156 Other comprehensive income — — — — — 153 — 153 Net loss — — — — — — ( 23,546 ) ( 23,546 ) Balance as of December 31, 2023 — $ — 213,481,743 $ 21 $ 712,307 $ ( 124 ) $ ( 368,175 ) $ 344,029 See accompanying notes to consolidated financial statements. 67 Table of Contents Hims & Hers Health, Inc. Consolidated Statements of Cash Flows (In Thousands) Year Ended December 31, 2023 2022 2021 Operating activities Net loss $ ( 23,546 ) $ ( 65,678 ) $ ( 107,659 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 9,515 7,474 4,075 Stock-based compensation 66,080 42,817 67,211 Change in fair value of liabilities 1,075 ( 70 ) ( 3,802 ) Warrant expense in connection with Merger — — 154 Amortization of debt issuance costs — — 144 Net (accretion) amortization on securities ( 5,686 ) 146 2,166 Benefit for deferred taxes ( 13 ) ( 594 ) ( 3,388 ) Impairment of long-lived assets 429 1,127 — Non-cash operating lease cost 1,922 1,605 1,510 Non-cash acquisition-related costs 2,691 837 1,182 Non-cash other 195 — 540 Changes in operating assets and liabilities: Inventory ( 902 ) ( 8,004 ) ( 9,628 ) Prepaid expenses and other current assets ( 6,395 ) ( 6,335 ) 3,200 Other long-term assets ( 58 ) 17 ( 58 ) Accounts payable 7,324 12,723 9,853 Accrued liabilities 16,524 909 197 Deferred revenue 6,261 ( 1,716 ) 1,412 Operating lease liabilities ( 1,933 ) ( 1,605 ) ( 1,521 ) Earn-out payable — ( 10,184 ) — Net cash provided by (used in) operating activities 73,483 ( 26,531 ) ( 34,412 ) Investing activities Purchases of investments ( 157,239 ) ( 187,700 ) ( 266,633 ) Maturities of investments 170,051 194,259 158,375 Proceeds from sales of investments 1,574 35,846 3,465 Investment in website and mobile application development and internal-use software ( 9,272 ) ( 4,533 ) ( 4,175 ) Purchases of property, equipment, and intangible assets ( 17,220 ) ( 2,714 ) ( 832 ) Deferred consideration paid for acquisitions — ( 459 ) — Acquisition of businesses, net of cash acquired — — ( 46,468 ) Net cash (used in) provided by investing activities ( 12,106 ) 34,699 ( 156,268 ) Financing activities Pre-closing stock repurchase — — ( 22,027 ) Proceeds from issuance of common stock upon Merger — — 197,686 Proceeds from PIPE — — 75,000 Payments for transaction costs related to securities issuances — — ( 12,851 ) Proceeds from repayment of promissory notes associated with vested and unvested shares — — 1,193 Proceeds from exercise of Class A common stock warrants, net of redemption payments — — 787 Proceeds from exercise of vested and unvested stock options, net of repurchases and cancelations 2,322 2,246 1,253 Payments for taxes related to net share settlement of equity awards ( 14,096 ) ( 3,901 ) ( 5,998 ) Payments for earn-out consideration for acquisitions — ( 32,650 ) — Proceeds from employee stock purchase plan 2,298 1,178 — Repurchases of common stock ( 1,999 ) — — Net cash (used in) provided by financing activities ( 11,475 ) ( 33,127 ) 235,043 Foreign currency effect on cash and cash equivalents ( 11 ) ( 53 ) ( 73 ) Increase (decrease) in cash, cash equivalents, and restricted cash 49,891 ( 25,012 ) 44,290 Cash, cash equivalents, and restricted cash at beginning of period 47,628 72,640 28,350 Cash, cash equivalents, and restricted cash at end of period $ 97,519 $ 47,628 $ 72,640 Reconciliation of cash, cash equivalents, and restricted cash Cash and cash equivalents $ 96,663 $ 46,772 $ 71,784 Restricted cash 856 856 856 Total cash, cash equivalents, and restricted cash $ 97,519 $ 47,628 $ 72,640 Supplemental disclosures of cash flow information Cash paid for taxes $ 1,109 $ 636 $ 338 Non-cash investing and financing activities Recapitalization of redeemable convertible preferred stock from pre-closing stock repurchase — — 125 Conversion of redeemable convertible preferred stock to common stock — — 249,837 Assumption of Merger warrants liability — — 51,814 Redemption/exercise of Class A common stock warrants — — 37,834 Conversion of Series D preferred stock warrants to Class A common warrants — — 1,160 Purchase of property and equipment included in accounts payable 3,383 — — Right-of-use asset obtained in exchange for lease liability 6,270 1,206 — Vesting of early exercised stock options, net of cancelations — 197 227 Common stock issued, contingent consideration, and liabilities assumed in acquisition of businesses — — 99,958 See accompanying notes to consolidated financial statements. 68 Table of Contents Hims & Hers Health, Inc. Notes to Consolidated Financial Statements 1. Organization Hims & Hers Health, Inc. (the “Company” or “Hims & Hers”), incorporated in Delaware, is a consumer-first platform transforming the way customers fulfill their health and wellness needs. The Company’s mission is to help the world feel great through the power of better health. The Hims & Hers platform includes access to a highly-qualified and technologically-capable provider network, a clinically-focused electronic medical records system, digital prescriptions, and cloud-enabled pharmacy fulfillment. The Company’s digital platform enables access to treatments for a broad range of conditions, including those related to sexual health, hair loss, dermatology, mental health, and weight loss. Hims & Hers connects patients to licensed healthcare professionals who can prescribe medications when appropriate. Prescriptions are fulfilled online through licensed pharmacies on a subscription basis, making accessing treatments simple, affordable, and straightforward. Through the Hims & Hers mobile applications, consumers can access a range of educational programs, wellness content, community support, and other services that promote lifelong health and wellness. In addition, the Company offers access to a range of health and wellness products designed to meet individual needs, which can include curated prescription and non-prescription products. The Company’s products and services are available for purchase directly by customers on the Company’s websites and mobile applications. Additionally, Hims & Hers non-prescription products can be found in tens of thousands of top retail locations in the United States. 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, which changed its name to Hims & Hers Health, Inc. (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 consolidated financial statements represents the accounts of Hims and its wholly-owned subsidiaries as if Hims is the predecessor to the Company. The share and per share information in these consolidated financial statements has therefore been retroactively restated to reflect the share 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. Upon the completion of the warrant redemption in August 2021, the Company is trading on the NYSE solely under the ticker symbol “HIMS”. 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. 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared pursuant to accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and variable interest entities for which it is the primary beneficiary. All intercompany transactions and balances have been eliminated in the consolidated financial statements herein. For the years ended December 31, 2023, 2022, and 2021, the Company had operations primarily in the United States, with insignificant operations in the United Kingdom. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the amounts reported in the financial statements and accompanying notes. The more 69 Table of Contents significant estimates, judgments, and assumptions by management include, among others, valuation of inventory, valuation and recognition of stock-based compensation expense, valuation of contingent consideration in business combinations, purchase price allocation for business combinations, estimates used in the capitalization of website and mobile application development and internal-use software costs, and judgments relating to impairment triggering events for long-lived assets. Management believes that the estimates, judgments, and assumptions upon which it relies are reasonable based upon information available to it at the time that these estimates, judgments, and assumptions 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 consolidated financial statements will be affected. Risks and Uncertainties The Company’s business, operations, and financial results are subject to various risks and uncertainties, including adverse United States economic conditions, legal restrictions, changing laws for medical services and prescription products, decisions to outsource or modify portions of its supply chain, and competition in its industry, and of which could adversely affect its business, financial condition, results of operations, and cash flows. These significant factors, among others, could cause the Company’s future results to differ materially from the consolidated financial statements. Concentration Risk The Company’s financial instruments that are potentially exposed to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, investments, and accounts receivable. The Company maintains its cash, cash equivalents, short-term investments, and restricted cash with high-quality financial institutions with investment-grade ratings. The majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. The prescription products ordered on the Company’s e-commerce online platform are primarily fulfilled by the Affiliated and Partner Pharmacies (as defined below). If any of the pharmacies were to stop fulfilling orders, it could significantly slow prescription product sales until fulfillment volume is redistributed to other operating pharmacies. The Company maintains agreements with these pharmacies and is continuing to invest in expanding affiliated pharmacy fulfillment capabilities to mitigate any such risk . As of December 31, 2023, four wholesale customers individually represented more than 10% of accounts receivable. As of December 31, 2022, two wholesale customers represented more than 10% of accounts receivable. For the years ended December 31, 2023, 2022, and 2021, no single customer represented more than 10% of revenue. In addition, revenue related to sales in foreign countries was less than 10% of revenue for each of those years. Foreign Currency Translation The Company’s consolidated financial statements are presented in U.S. dollars. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are presented as foreign currency translation adjustments, a component of other comprehensive income (loss) on the consolidated statements of operations and comprehensive loss. Business Combinations The Company accounts for its business combinations using the acquisition method of accounting. The purchase price is attributed to the fair value of the assets acquired and liabilities assumed. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of the purchase price of acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition. When the Company issues stock-based or cash awards to an acquired company’s shareholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholders beyond 70 Table of Contents the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions, and competition. In connection with determination of fair values, the Company may engage a third-party valuation specialist to assist with the valuation of intangible and certain tangible assets acquired and certain assumed obligations. Any acquired assets from a business combination including intangible assets subject to amortization are continuously monitored and reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In such cases, recoverability of assets to be held and used is assessed by comparing the carrying amount of assets with their future underlying net undiscounted cash flows without interest charges. If such assets are considered to be impaired, an impairment is recognized as the amount by which the carrying amount of the assets exceeds the estimated fair values of the assets. Segment Reporting The Company is managed as a single operating segment on a consolidated basis, inclusive of acquisitions. The Company determined that the Chief Executive Officer (“CEO”) is the chief operating decision maker as he is responsible for making decisions regarding the allocation of resources and assessing performance as well as for strategic operational decisions and managing the organization at a consolidated level. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity or remaining maturity of three months or less at the date of purchase to be cash equivalents. The Company deposits its cash and cash equivalents with financial institutions. The restricted cash balance comprises cash collateral that is held by the Company’s primary financial institution to secure a letter of credit issued as a security deposit for the Company’s warehouse facility in New Albany, Ohio. 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, if any, at or close to maturity. The investments 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 (loss) on the consolidated statements of operations and comprehensive loss, except for other-than-temporary impairments and credit losses. 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 income (expense), net on the consolidated statements of operations and comprehensive loss. Other-Than-Temporary Impairment and Credit Losses The Company adopted ASC Topic 326 for the year ended December 31, 2021, and considers whether unrealized losses have resulted from a credit loss or other factors. The unrealized losses on the Company’s available-for-sale securities for the years ended December 31, 2023, 2022, or 2021 were caused by fluctuations in market value and interest rates as a result of the economic environment. The Company concluded that an allowance for credit losses for its available-for-sale securities was unnecessary as of December 31, 2023 and 2022 because the decline in the market value was attributable to changes in market conditions and not credit quality, and that it is neither management’s intention to sell nor is it more likely than not that the 71 Table of Contents Company will be required to sell these investments prior to recovery of their cost basis or recovery of fair value. There was no realized gain or loss on available-for-sale securities in the periods presented. Fair Value of Financial Instruments The fair value of a financial instrument is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities subject to ongoing fair value measurement are categorized and disclosed into one of the three categories depending on observable or unobservable inputs employed in the measurement. Hierarchical levels, which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities, are as follows: • Level 1: Inputs that are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. • Level 2: Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. • Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Inventory Inventory primarily consists of finished goods and raw materials that are located at Company-managed and third-party fulfillment warehouses and pharmacies. 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. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of balances related to prepayments or vendor deposits for insurance, marketing, software, inventory and other operating costs, and trade and other accounts receivables. Prepaid expenses are recorded when payment has been made in advance for goods and services. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Receivables are stated at amounts estimated by management to be equal to their net realizable values. The allowance for doubtful accounts is the Company's best estimate of the amount of expected credit losses on its accounts receivable. The expectation of collectability is based on the Company's review of credit profiles of customers, contractual terms and conditions, current economic trends, and historical payment experience. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and an allowance is recorded accordingly. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2023 and 2022, gross accounts receivable was $ 6.7 million and $ 3.9 million, respectively. There were immaterial write-offs of accounts receivable for the year ended December 31, 2023 and no write-offs of accounts receivable for the years ended December 31, 2022 or 2021. As of December 31, 2023 and 2022, the Company had no allowances for doubtful accounts. The Company does not have any off-balance sheet credit exposure related to its customers. Property, Equipment, and Software, Net Property, equipment, and software consist of purchased and internal-use software and website development, facility equipment and other tangible property, leasehold improvements, and assets not placed in service. Property, equipment, and software are 72 Table of Contents depreciated or amortized using the straight-line method over the estimated useful lives ranging from two to seven years , with leasehold improvements depreciated over the shorter of their useful life or the related lease term. Property and equipment are recorded at cost, less accumulated depreciation and amortization. Maintenance and repair costs are charged to expense as incurred, and expenditures that extend the useful lives of assets are capitalized. Capitalizable website and mobile application development and internal-use software costs are recorded at cost, less amortization. The costs incurred during the website application and infrastructure stages as well as costs incurred during the graphics and content development stages are capitalized; all other costs are expensed as incurred. In addition, the Company incurs costs to develop software for internal use. The costs incurred during the application development phase are capitalized until the project is completed and the asset is ready for intended use. All costs that relate to the preliminary project and post-implementation operation phases of development are expensed as incurred. The following table summarizes the estimated amortization of website development and internal-use software costs subsequent to December 31, 2023 (in thousands): 2024 $ 6,461 2025 5,058 2026 2,568 Total $ 14,087 Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company operates as one reporting unit. When testing goodwill for impairment, the Company may first perform an optional qualitative assessment. If the Company determines it is not more likely than not the reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If the Company determines that it is more likely than not that the fair value of its reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of the Company’s reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. Goodwill of $ 110.9 million was acquired during 2021 and no goodwill impairment was recorded for the years ended December 31, 2023, 2022, and 2021. Intangible Assets, Net Intangible assets, net primarily includes trade name, customer relationships, and developed technology. The Company amortizes such definite-lived intangible assets on a straight-line basis over the assets’ estimated useful lives of one to ten years , within general and administrative expenses on the consolidated statements of operations and comprehensive loss. Impairment of Long-Lived Assets Long-lived assets include property and equipment, website and mobile application development and internal-use software, and intangible assets subject to amortization. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In such cases, recoverability of assets to be held and used is assessed by comparing the carrying amount of assets with their future underlying net undiscounted cash flows without interest charges. If such assets are considered to be impaired, an impairment is recognized as the amount by which the carrying amount of the assets exceeds the estimated fair values of the assets. The Company recognized $ 0.4 million and $ 1.1 million of impairment charges on long-lived assets during the years ended December 31, 2023 and 2022 in general and administrative expenses on the consolidated statements of operations and comprehensive loss. There were no impairment charges on long-lived assets during the year ended December 31, 2021. 73 Table of Contents Operating Leases The Company determines if an arrangement contains a lease at inception based on whether there is identified property, plant, or equipment and whether the Company controls the use of the identified asset throughout the period of use. The Company leases facilities for fulfillment and corporate purposes under non-cancelable operating leases with expiration dates between fiscal years 2025 and 2027. The Company's operating leases are reflected in the operating lease right-of-use (“ROU”) assets and in the operating lease liabilities in the accompanying consolidated balance sheets. The operating lease ROU assets represent the Company’s right to use the underlying assets for the lease terms and the lease liabilities represent the Company’s obligation to make lease payments arising from the leases. The operating lease ROU assets and lease liabilities are recognized at each lease’s inception date based on the present value of lease payments over the lease term discounted based on the more readily determinable of (i) the rate implicit in the lease or (ii) the Company’s incremental borrowing rate, which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. Because the Company’s operating leases do not provide an implicit rate, the Company estimates its incremental borrowing rate at the lease commencement date for borrowings with a similar term. The Company’s operating lease ROU assets are measured based on the corresponding operating lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred, and (iii) tenant incentives under the lease. The Company does not assume renewals or early terminations unless it is reasonably certain to exercise these options at commencement. The Company monitors for events or changes in circumstances that require a reassessment of its leases. When a reassessment results in the remeasurement of a lease liability, an adjustment is made to the carrying amount of the corresponding ROU asset. The Company does not allocate consideration between lease and non-lease components. The Company's lease agreements contain variable costs such as common area maintenance, operating expenses, or other costs. Variable lease payments are recognized in the period in which the obligation for those payments are incurred. In addition, the Company does not recognize ROU assets or operating lease liabilities for leases with a term of 12 months or less of all asset classes. Operating lease expense is recognized on a straight-line basis over each lease term. Revenue Recognition The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. The Company’s consolidated revenue primarily comprises online sales of health and wellness products and services through the Company’s websites and mobile applications, including prescription and non-prescription products. In contracts that contain prescription products issued as the result of a consultation, revenue also includes medical consultation services and post-consultation service support provided by Affiliated Medical Groups (defined below). Additionally, the Company offers a range of health and wellness products through wholesale partners. Revenue consists of the following (in thousands): Year Ended December 31, 2023 2022 2021 Online Revenue $ 842,381 $ 502,507 $ 259,170 Wholesale Revenue 29,619 24,409 12,708 Total revenue $ 872,000 $ 526,916 $ 271,878 For Online Revenue, the Company defines its customer as an individual who purchases products or services through its websites or mobile applications. For Wholesale Revenue, the Company defines its customer as a wholesale partner, with the exception of consignment arrangements, where its customer is defined as an individual who purchases products through certain third-party platforms. 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 issued as the result of a consultation primarily include the following performance obligations: access to (i) products, as well as medication adjustments, as applicable, and (ii) consultation services, as well as post-consultation service support, as applicable. The Company’s contracts for prescription refills and 74 Table of Contents 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 or customer warehouse. The Company satisfies its performance obligation for consultation services typically within one day and for post-consultation service support over the contract term. 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 estimates. For each of the years ended December 31, 2023, 2022, and 2021, 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 that engage licensed healthcare professionals (physicians, physician assistants, nurse practitioners, and mental health providers; collectively referred to as “Providers” or individually, a “Provider”) to provide consultation services. Refer to Note 12 – 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, in its sole discretion, sets all listed prices charged on its websites and mobile applications for products and services. Additionally, to fulfill its promise to customers for contracts that include sale of prescription products, the Company maintains relationships with (i) certain third-party pharmacies (“Partner Pharmacies” or individually, a “Partner Pharmacy”) and (ii) XeCare, LLC (“XeCare”) and Apostrophe Pharmacy LLC (“Apostrophe Pharmacy”, and together with XeCare, the “Affiliated Pharmacies”), which are licensed mail order pharmacies providing prescription fulfillment solely to the Company’s customers. The Partner Pharmacies and the Affiliated Pharmacies fill prescription orders for customers who have received a prescription from a prescribing Provider through the Company’s websites and mobile applications. 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 or Affiliated Pharmacy fills a customer’s prescription; (ii) Partner Pharmacies and Affiliated 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, in its sole discretion, sets all listed prices charged on its websites and mobile applications for products and services. The Company estimates refunds using the expected value method primarily 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 accounts for shipping activities, consisting of direct costs to ship products performed after the control of a product has been transferred to the customer, in cost of revenue. For online sales, payment for prescription medication and non-prescription products is typically collected from the customer a few days in advance of product shipment in accordance with contract terms, with the exception of prepaid offerings for which payment is collected upfront with subsequent shipments typically occurring quarterly. 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 consolidated balance sheets since the associated revenue will be primarily recognized within the following month, with the exception of post-consultation service support and prepaid offerings which are recognized within the following year. For wholesale arrangements, payments are collected in accordance with contract terms. 75 Table of Contents Cost of Revenue Cost of revenue consists of costs directly attributable to the products shipped and services rendered, including product costs, packaging materials, shipping costs, and labor costs directly related to revenue generating activities. Costs related to free products where there is no expectation of future purchases from a customer and depreciation and amortization on property, equipment, and software are considered to be operating expenses and are excluded from cost of revenue. Stock-Based Compensation The fair value of stock options, equity-classified warrants issued to vendors, restricted stock units (“RSUs”), and performance RSUs (“PRSUs”) 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 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 vesting term of four years for options, warrants, and RSUs 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. The Company’s Employee Stock Purchase Plan (“ESPP”) permits eligible employees to purchase the Company’s Class A common stock during pre-specified offering periods at a discount established by the compensation committee. The purchase price is 85 % of the lower of the fair market value of the Company’s Class A common stock on the first trading day of the offering period and the fair market value on the purchase date. The ability to purchase shares of the Company’s Class A common stock for a discount represents an option and, therefore, the ESPP is considered a compensatory plan. Accordingly, stock-based compensation expense is determined based on the option’s grant-date fair value as estimated by applying the Black Scholes option-pricing model and is recognized over the requisite service period, which is the withholding period. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax reporting basis of assets and liabilities. These differences are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company recognizes the effect on deferred income taxes of a change in tax rates in the period that includes the enactment date. The Company provides a valuation allowance, if necessary, to reduce its deferred tax assets to the net amount it believes is more likely than not to be realized. The Company considers both positive and negative evidence, including its historical operating results, forecasts of future taxable income on a jurisdiction-by-jurisdiction basis, and ongoing tax planning strategies, to ascertain the need for a valuation allowance. In the event the Company determines that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation allowance, which would reduce the provision for income taxes. The Company accounts for uncertain tax positions in accordance with the relevant guidance, which prescribes a two-step approach to recognize and measure uncertain tax positions taken or expected to be taken in the income tax return. The first step is to determine whether it is more likely than not that the tax position will be sustained on the basis of the technical merits of the position. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company's policy is to include interest and penalties related to unrecognized tax benefits, if any, within the provision for taxes on the consolidated statement of operations. Employee Benefit Plan The Company has established a 401(k) plan that qualifies as a deferred compensation arrangement under Section 401 of the Internal Revenue Code. The Company contributes 50 % of eligible employee’s elective deferrals up to an annual maximum of three thousand dollars per employee. The Company recognized matching contributions cost of $ 2.0 million, $ 1.2 million, and $ 0.7 million for the years ended December 31, 2023, 2022, and 2021, respectively. 76 Table of Contents Advertising For the years ended December 31, 2023, 2022, and 2021, advertising costs for customer acquisition and content production were $ 390.3 million, $ 235.6 million, and $ 103.5 million, respectively. Customer acquisition expenses are charged to expense as incurred and recorded within marketing expense on the consolidated statements of operations and comprehensive loss. The Company defers production costs associated with advertising campaigns until the date of first showing. Other Comprehensive Income (Loss) The Company’s other comprehensive income (loss) is impacted by foreign currency translation and available-for-sale investment fair value adjustments. The impact of foreign currency translation is affected by the translation of assets and liabilities of the Company’s United Kingdom foreign subsidiary, which is denominated in pounds sterling. The primary assets and liabilities affecting the adjustments are cash and cash equivalents, facility equipment, other assets, accounts payable and accrued liabilities, and long-term liabilities. The impact of available-for-sale securities is primarily affected by unrecognized gains and losses related to fluctuations in the fair market value of the securities . Liquidity To date, the Company has financed its operations principally from the sale of its equity, revenue from the Hims & Hers platform, and the incurrence of indebtedness. The Company has historically incurred negative cash flows from operating activities and significant losses from operations. While the Company had positive cash flows from operating activities for the year ended December 31, 2023, the Company may incur operating losses in the future due to continued investments into its business. During the year ended December 31, 2023, the Company incurred a net loss of $ 23.5 million and had positive cash flows from operating activities of $ 73.5 million. As of December 31, 2023, the Company had an accumulated deficit of $ 368.2 million, cash and cash equivalents of $ 96.7 million, and short-term investments of $ 124.3 million. The Company believes that its existing cash and investment balances are sufficient for the Company to meet its obligations through at least one year from the date of issuance of the consolidated financial statements. Management considers that there are no conditions or events in the aggregate that raise substantial doubt about the entity’s ability to continue as a going concern for a period of at least one year from the date the consolidated financial statements are issued. Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . The amendments in this Update expand reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for all public entities for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The amendments in this Update expand income tax disclosure requirements, primarily through enhanced disclosures related to income taxes paid and the rate reconciliation. ASU 2023-09 is effective for all public entities for annual periods beginning after December 15, 2024, with early adoption permitted. The amendments should be applied on a prospective basis and retrospective application is permitted. The Company is evaluating the method of adoption and the impact of this guidance on its consolidated financial statements and related disclosures. 3. 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 $ 18.7 million, which consist of legal, accounting, and other professional services directly related to the Merger, are included in additional paid-in capital on the consolidated balance sheet. 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 77 Table of Contents $ 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 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 . 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 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). Merger 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-year deadline. In February 2021, all earn-out thresholds were met. In the first quarter of 2021, earn-out awards related to option holders received final approval by the Board of Directors. 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 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. 4. Acquisitions The Company completed two acquisitions in 2021 and accounted for these transactions using the acquisition method with the purchase prices being allocated to tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition dates. Fair values were determined using income approaches. 78 Table of Contents Honest Health Limited In June 2021, the Company acquired all of the outstanding equity of Honest Health Limited, which is now Hims & Hers UK Limited (“HHL”), an entity located in the United Kingdom that offers health and wellness products and services, to further expand its operations in the United Kingdom. The purchase price for accounting purposes was $ 4.8 million, including cash paid upfront and payable in the future, an aggregate of 624,880 shares of the Company’s Class A common stock valued at $ 1.9 million, and contingent consideration of $ 1.2 million. The purchase agreement includes up to $ 10.0 million of potential earn-out payable in cash and stock upon achievement of revenue targets, which is recognized as contingent consideration as well as post-acquisition employment expense. The purchase price for accounting purposes excludes stock and cash consideration to be paid by the Company that is subject to vesting, which is recognized as selling, general, and administrative expenses post-acquisition. See Note 15 – Stockholders’ Equity for additional details. The Company also incurred acquisition costs of $ 1.9 million directly related to the acquisition, as well as post-acquisition employment expense of $ 0.7 million, which were recorded within selling, general, and administrative expenses on the consolidated statements of operations and comprehensive loss. The following table summarizes the acquisition date fair values of assets acquired and liabilities assumed (in thousands): Trade name $ 1,470 Other intangible assets 570 Goodwill 2,739 Other net assets 24 Net assets acquired $ 4,803 The excess of the consideration paid over the fair value of the net assets acquired is recorded as goodwill. The acquired goodwill of $ 2.7 million represents future economic benefits expected to arise from synergies from combining operations and commercial organizations to increase market presence and the extension of existing customer relationships. The goodwill recognized upon acquisition is no t expected to be deductible for U.S. or U.K. income tax purposes. The pro forma financial information, assuming the acquisition had taken place on January 1, 2021, as well as the revenue and earnings generated during the period after the acquisition date, were not material for separate disclosure and, accordingly, have not been presented. Apostrophe In July 2021, the Company acquired all of the outstanding equity of YoDerm, Inc. (“Apostrophe”) , an entity located in the United States that offers health and wellness products and services. The purchase price for accounting purposes was $ 131.6 million, including cash payments of $ 48.2 million, an aggregate of 8,074,935 shares of the Company’s Class A common stock valued at $ 50.7 million, and contingent consideration of $ 32.7 million. The purchase agreement includes up to $ 50.0 million of potential earn-out payable in cash upon achievement of revenue targets, which is recognized as contingent consideration or post-acquisition employment expense depending on whether the vesting is contingent on continued employment beyond the acquisition date. The purchase price for accounting purposes excludes stock consideration issued by the Company that is subject to vesting, which is recognized as selling, general, and administrative expenses post-acquisition. See Note 15 – Stockholders’ Equity for additional details . The Company also incurred acquisition costs of $ 5.0 million directly related to the acquisition, as well as 79 Table of Contents post-acquisition employment expense of $ 0.5 million, which were recorded within selling, general, and administrative expenses on the consolidated statements of operations and comprehensive loss. The following table summarizes the acquisition date fair values of assets acquired and liabilities assumed (in thousands): Trade name $ 22,700 Other intangible assets 3,140 Goodwill 108,142 Other net liabilities ( 2,346 ) Net assets acquired $ 131,636 The fair value measurements of the identified intangible assets were based primarily on significant unobservable inputs and thus represent a Level 3 measurement as defined in ASC 820. The fair values of trade name and developed technology were determined using the relief-from-royalty method under the income approach. This involves forecasting avoided royalties, reducing them by taxes, and discounting the resulting net cash flows to a present value using an appropriate discount rate. Judgment was applied for a number of assumptions in valuing the identified intangible assets including revenue and cash flow forecasts, customer churn rate, technology life, royalty rate, and discount rate. The fair value of customer relationships was determined using the multi-period excess earnings method which involves forecasting the net earnings expected to be generated by the asset, reducing them by appropriate returns on contributory assets, and then discounting the resulting net cash flows to a present value using an appropriate discount rate. The excess of the consideration paid over the fair value of the net assets acquired is recorded as goodwill. The acquired goodwill of $ 108.1 million represents future economic benefits expected to arise from synergies from combining operations and commercial organizations to increase market presence and the extension of existing customer relationships. The goodwill recognized upon acquisition is no t expected to be deductible for U.S. income tax purposes. From the acquisition date through December 31, 2021, the Company recognized revenue related to Apostrophe of approximately $ 11 million. Incremental pro forma revenue attributed to Apostrophe, assuming the acquisition had occurred as of January 1, 2021, would have been approximately $ 21 million for the year ended December 31, 2021. The pro forma revenue is presented for informational purposes only and does not purport to be indicative of the results of future operations or the results that would have occurred had the transaction taken place on January 1, 2021. Pro forma earnings of Apostrophe, assuming the acquisition had occurred as of January 1, 2021, as well as earnings generated during the period after the acquisition date, were not material for separate disclosure and, accordingly, have not been presented. 5. Investments Short-term investments as of December 31, 2023, consist of the following (in thousands): Adjusted Cost Unrealized Gains Unrealized Losses Fair Value U.S. Treasury bills $ 63,809 $ 24 $ — $ 63,833 Corporate bonds 39,152 18 ( 1 ) 39,169 Government and government agency 20,624 — ( 14 ) 20,610 Asset-backed bonds 705 1 — 706 Total short-term investments $ 124,290 $ 43 $ ( 15 ) $ 124,318 80 Table of Contents Short-term investments as of December 31, 2022, consist of the following (in thousands): Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Corporate bonds $ 99,672 $ — $ ( 106 ) $ 99,566 Government and government agency 33,317 17 ( 47 ) 33,287 Total short-term investments $ 132,989 $ 17 $ ( 153 ) $ 132,853 6. Inventory Inventory consists of the following (in thousands): December 31, 2023 2022 Finished goods $ 15,221 $ 16,477 Raw materials 7,243 5,085 Total inventory $ 22,464 $ 21,562 7. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2023 2022 Wholesale trade receivables $ 5,705 $ 3,231 Prepaid expenses 10,665 10,392 Other current assets 5,238 1,785 Total prepaid expenses and other current assets $ 21,608 $ 15,408 8. Property, Equipment, and Software, Net Property, equipment, and software, net consist of the following (in thousands): December 31, 2023 2022 Purchased and internal-use software and website development $ 22,970 $ 12,055 Facility equipment and other tangible property 8,254 3,598 Leasehold improvements 2,256 155 Assets not placed in service 14,907 1,632 Total property, equipment, and software 48,387 17,440 Less: accumulated depreciation and amortization ( 12,244 ) ( 6,241 ) Total property, equipment, and software, net $ 36,143 $ 11,199 Depreciation and amortization expense for property, equipment, and software was $ 6.0 million, $ 3.4 million, and $ 2.0 million for the years ended December 31, 2023, 2022, and 2021, respectively. Impairment expense for property, equipment, and software was $ 0.4 million for each of the years ended December 31, 2023 and 2022. There was no impairment expense for the year ended December 31, 2021. 81 Table of Contents 9. Intangible Assets, Net Intangible assets, net as of December 31, 2023 consist of the following (in thousands): Gross Amount Accumulated Amortization and Impairment Net Carrying Value Weighted Average Remaining Useful Life (Years) Trade name $ 24,170 $ ( 6,880 ) $ 17,290 7.4 Other 4,803 ( 3,519 ) 1,284 5.7 Intangible assets, net $ 28,973 $ ( 10,399 ) $ 18,574 7.3 Intangible assets, net as of December 31, 2022 consist of the following (in thousands): Gross Amount Accumulated Amortization Net Carrying Value Weighted Average Remaining Useful Life (Years) Trade name $ 24,170 $ ( 4,504 ) $ 19,666 8.4 Other 4,581 ( 2,406 ) 2,175 4.7 Intangible assets, net $ 28,751 $ ( 6,910 ) $ 21,841 8.0 Amortization expense for intangible assets was $ 3.5 million, $ 4.1 million, and $ 2.1 million for the years ended December 31, 2023, 2022, and 2021, respectively. Impairment expense for intangible assets was $ 0.7 million for the year ended December 31, 2022. There was no impairment expense for the years ended December 31, 2023 and 2021. Amortization that will be charged to expense over the remaining life of the intangible assets subsequent to December 31, 2023 is as follows (in thousands): 2024 $ 2,800 2025 2,611 2026 2,472 2027 2,353 2028 and thereafter 8,338 $ 18,574 10. Accrued Liabilities Accrued liabilities consist of the following (in thousands): December 31, 2023 2022 Marketing $ 12,331 $ 4,990 Payroll 7,888 4,999 Professional services 5,341 643 Tax 2,009 963 Product and shipping 562 263 Other accruals 841 590 Total accrued liabilities $ 28,972 $ 12,448 82 Table of Contents 11. Operating Leases The Company has various operating leases for fulfillment and corporate facilities with lease periods expiring between fiscal years 2025 and 2027. The operating lease agreements provide for rental payments on a graduated basis and for options to renew, which could increase future minimum lease payments if exercised. The Company utilizes the reasonably certain threshold criteria in determining which options it will exercise. During the year ended December 31, 2023, a reassessment due to significant leasehold improvements to the Company’s leased facilities resulted in the remeasurement of the lease liability and an adjustment of $ 5.7 million to the carrying amount of the corresponding ROU asset. For the years ended December 31, 2023, 2022, and 2021, the Company recorded operating lease costs of $ 2.4 million, $ 1.9 million, and $ 1.8 million, respectively, including variable operating lease costs of $ 0.4 million for the year ended December 31, 2023 and $ 0.3 million for each of the years ended December 31, 2022 and 2021. For the years ended December 31, 2023, 2022 and 2021, operating cash flows used for operating leases were $ 1.9 million, $ 1.6 million, and $ 1.5 million, respectively. As of December 31, 2023, the weighted average remaining lease term and weighted average discount rate were 6.2 years and 8.9 %, respectively. Future minimum lease payments under the Company's non-cancelable operating lease with an initial lease term in excess of one year subsequent to December 31, 2023 are as follows (in thousands): 2024 $ 2,114 2025 2,207 2026 2,219 2027 1,955 2028 1,696 2029 and thereafter 2,827 Gross lease payments 13,018 Less: imputed interest ( 3,070 ) Present value of net future minimum lease payments $ 9,948 12. Variable Interest Entities The variable interest entities (“VIEs”) are: (i) the Affiliated Medical Groups; and (ii) the Affiliated Pharmacies. 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, cash flows, and the financial position of the VIEs as part of the consolidated financial statements of the Company as if the consolidated group were a single economic entity. The assets of the VIEs can only be used to settle the obligations of the VIEs. There is no noncontrolling interest upon consolidation of the entities. The results of operations and cash flows of the VIEs are also included in the Company’s consolidated financial statements. As of December 31, 2023 and 2022, the Company’s consolidated balance sheets included current assets of $ 24.1 million and $ 7.5 million, respectively, and total assets of $ 24.1 million and $ 7.7 million, respectively, for the VIEs. As of December 31, 2023 and 2022, current and total liabilities were $ 6.0 million and $ 3.7 million, respectively. All amounts are after elimination of intercompany transactions, balances, and non-cash impact of operating leases. For the years ended December 31, 2023, 2022, and 2021, the VIEs charged the Company $ 96.3 million, $ 64.2 million, and $ 23.6 million, respectively, for services rendered. For the years ended December 31, 2023, 2022, and 2021 operations of the VIEs generated net income of $ 3.3 million and $ 9.1 million, and a net loss of $ 3.3 million, respectively, inclusive of administrative expenses. 83 Table of Contents 13. Fair Value Measurements The Company’s fair value hierarchy for its financial assets that are measured at fair value on a recurring basis as of December 31, 2023, is as follows (in thousands): Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents: Money market funds $ 42,492 $ — $ — $ 42,492 Short-term investments: U.S. Treasury bills 63,833 — — 63,833 Corporate bonds — 39,169 — 39,169 Government and government agency — 20,610 — 20,610 Asset-backed bonds — 706 — 706 Restricted cash: Money market funds 856 — — 856 Total assets $ 107,181 $ 60,485 $ — $ 167,666 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, 2022, is as follows (in thousands): Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents: Money market funds $ 24,606 $ — $ — $ 24,606 Government bonds — 11,315 — 11,315 Short-term investments: Corporate bonds — 99,566 — 99,566 Government and government agency — 33,287 — 33,287 Restricted cash: Money market funds 856 — — 856 Total assets $ 25,462 $ 144,168 $ — $ 169,630 Liabilities Earn-out liability $ — $ — $ 2,975 $ 2,975 Total liabilities $ — $ — $ 2,975 $ 2,975 The fair values of cash, accounts receivable, accounts payable, and accrued liabilities approximated their carrying values as of December 31, 2023 and 2022, due to their short-term nature. All other financial instruments, except for earn-out liability, 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. During the years ended December 31, 2023, 2022, and 2021, the Company had no transfers between levels of the fair value hierarchy of its assets or liabilities measured at fair value. As of December 31, 2022, the earn-out liability, which was solely related to the acquisition of HHL, was classified as a Level 3 fair value measurement containing significant unobservable inputs including estimates of achieving certain revenue targets. At inception, the fair value of the earn-out liability associated with the HHL acquisition was determined based on revenue 84 Table of Contents projections and probability of achievement of revenue targets as evaluated using a Monte Carlo simulation. The following assumptions were used to determine the fair value at inception: HHL Revenue risk-adjusted discount rate 9.1 % Revenue volatility 50.0 % Counterparty discount rate 5.0 % As of December 31, 2023, all contingencies related to the HHL earn-out liability were resolved and the final earn-out payout was determined based on actual revenue from the acquisition date through December 31, 2023. Therefore, the HHL earn-out liability was removed from the fair value hierarchy and reclassified to earn-out payable. The fair value of the earn-out liability was remeasured at each reporting period. This change in fair value was related to contingent consideration and compensation costs (see Note 15 – Stockholders’ Equity) and was recognized in other income (expense) and general and administrative expenses, respectively, on the consolidated statements of operations and comprehensive loss. The change in the fair value of earn-out liabilities is as follows (in thousands): Balance at December 31, 2021 $ 1,999 Change in fair value due to revaluation and service-based vesting 976 Balance at December 31, 2022 2,975 Change in fair value due to revaluation and service-based vesting 4,437 Reclassification to earn-out payable ( 7,412 ) Balance at December 31, 2023 $ — 14. Commitments and Contingencies Purchase Obligations The Company has non-cancelable contractual obligations to make future purchases, primarily related to cloud-based software contracts used in operations. As of December 31, 2023, purchase obligations were $ 7.3 million, with $ 4.8 million payable in 2024, $ 2.4 million payable in 2025, and $ 0.1 million payable in 2026. Lease Commitments Refer to Note 11 – Operating Leases for discussion of the Company’s future lease commitments. Legal Proceedings From time to time, the Company is a party to litigation, various 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, non-monetary 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. 15. Stockholders’ Equity Common Stock The Company has two classes of common stock, Class A and Class V common stock. The rights are identical, including liquidation and dividend rights, except Class V common stock has additional voting rights. 85 Table of Contents Share Repurchase Program On October 26, 2023, the Board of Directors authorized and approved a share repurchase program pursuant to which the Company may repurchase up to $ 50.0 million of the Company’s Class A common stock. The program expires on November 8, 2025. The Company intends to use the program to repurchase shares on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means, including through 10b5-1 trading plans. This repurchase program may be suspended or discontinued at any time. During the year ended December 31, 2023, the Company repurchased and retired 237,458 shares of Class A common stock under the program for $ 2.0 million. As of December 31, 2023, $ 48.0 million remains available under the program. RSU Releases During the years ended December 31, 2023, 2022, and 2021, the Company released 5,201,501 , 2,333,695 , and 1,810,545 gross shares of Class A common stock, respectively, upon vesting of RSUs. In connection with the releases, 1,729,045 , 701,584 , and 620,759 shares of Class A common stock, respectively, were withheld for the payment of employee taxes. 2017 Stock Plan and 2020 Equity Incentive Plan In July 2017, Hims adopted the 2017 Stock Plan (the “2017 Plan”). Under the 2017 Plan, the board of directors of Hims granted 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 of Hims. 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 each fiscal year 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. As of December 31, 2022, there were 33,101,677 and 10,963,031 shares of Class A common stock reserved and available for issuance, respectively, under the 2020 Plan. For the year ended December 31, 2023, 89,810 shares of Class A common stock subject to awards granted under the 2017 Plan that were forfeited after the adoption of the 2020 Plan were added to the 2020 Plan reserve. Additionally, on January 1, 2023, 10,421,465 shares of Class A common stock were automatically added to the 2020 Plan reserve. Therefore, as of December 31, 2023, there were 43,612,952 shares of Class A common stock reserved and 12,577,863 shares of Class A common stock available for issuance 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. 2020 Employee Stock Purchase Plan In January 2021, the Board of Directors adopted the Company’s Employee Stock Purchase Plan (“ESPP”). The total shares of Class A common stock initially reserved under the ESPP is limited to 4,000,000 shares of Class A common stock. Beginning on January 1, 2022 and ending on January 1, 2041 (unless extended by the Board of Directors and approved by the Company’s shareholders), the number of authorized shares of common stock under the ESPP will automatically increase each fiscal year by the lesser of (i) 1 % of the total number of Class A and Class V common stock issued and outstanding on the last day of the preceding fiscal year, (ii) 12,000,000 shares of Class A common stock, or (iii) a number of shares of Class A common stock determined by the Board of Directors. As of December 31, 2022, there were 6,047,919 and 5,654,391 shares of Class A common stock reserved and available for issuance, respectively, under the ESPP. There were no shares added to the ESPP reserve on January 1, 2023. Therefore, as of December 31, 2023, there were 6,047,919 shares of Class A common stock reserved for issuance under the ESPP. During the years ended December 31, 2023 and 2022, respectively, the Company issued 594,885 and 393,528 shares of Class A common stock under the ESPP. No shares were issued under the ESPP during the year ended December 31, 2021. As of December 31, 2023, there were 5,059,506 shares of Class A common stock available for issuance under the ESPP. 86 Table of Contents Under the ESPP, eligible employees may purchase the Company’s Class A common stock during pre-specified offering periods at a discount established by the Company’s compensation committee. The purchase price is 85 % of the lower of the fair market value of the Company’s Class A common stock on the first trading day of the offering period or the fair market value on the purchase date. Under the ESPP, the Company may specify offering periods with durations of not more than 27 months, and may specify shorter purchase periods within each offering period. Employees participating in the ESPP commence payroll withholdings that accumulate through the end of the respective offering period. As of December 31, 2023, $ 0.5 million has been withheld via employee payroll deductions for employees who have opted to participate in the purchase periods ending May 2024. As of December 31, 2023, there was $ 2.0 million of unrecognized stock-based compensation related to the ESPP which is expected to be recognized over a weighted average period of 1.43 years. 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 of Hims 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 period as measured using a Monte Carlo simulation model, and the expense is accelerated if the requirements outlined in (i) and (ii) above are achieved. The grant date fair value was $ 16.6 million for these awards. The $ 22.99 per share price threshold related to awards for the 3,246,139 stock options was achieved in February 2021. As of December 31, 2023, 313,257 of these stock options have been exercised at a weighted average exercise price of $ 2.43 . As of December 31, 2023, there was $ 0.4 million of remaining compensation expense to be recognized for the remaining 1,623,070 stock options over a period of 0.29 years. On February 24, 2022, the Board of Directors granted 2,085,640 stock options to the CEO with an exercise price of $ 5.01 that vest in four equal tranches. On each anniversary date after February 24, 2022, 25 % of the shares subject to the options will vest provided that (i) the CEO is employed on the anniversary date and (ii) the closing price of the Company’s Class A common stock is more than $ 10 per share in 20 of the 30 trading days prior to the anniversary date. The award is not subject to any other service condition. Vesting is cumulative in subsequent years if the market condition was not previously met. The Company recognizes expense related to this award for each tranche individually based on the fair value and requisite service period, which is the greater of the derived service period and the explicit service period. The fair value and the derived service term of the market condition were both measured using a Monte Carlo simulation model. The total grant date fair value was $ 3.8 million for this award. As of December 31, 2023, no shares have vested and there was $ 1.1 million of remaining compensation expense to be recognized over a period of 2.15 years. The grant date fair value of the Company’s stock options granted (excluding the stock options granted to the CEO outlined above) was estimated using the following weighted average assumptions: Year Ended December 31, 2023 2022 2021 Expected term (in years) 6.02 6.02 5.94 Expected volatility 49.9 % 48.0 % 58.6 % Risk-free interest rate 4.2 % 2.0 % 0.9 % 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): 87 Table of Contents Shares Weighted Average Exercise Price Weighted Average Contractual Period (in Years) Aggregate Intrinsic Value Outstanding at December 31, 2022 14,450 $ 4.68 7.98 $ 35,771 Granted 603 11.53 Exercised ( 912 ) 1.74 Forfeited and expired ( 357 ) 6.50 Outstanding at December 31, 2023 13,784 5.14 7.14 57,972 Exercisable as of December 31, 2023 9,688 4.55 6.68 45,759 The weighted average grant date fair value of options granted for the years ended December 31, 2023, 2022, and 2021 was $ 6.09 , $ 2.44 , and $ 6.51 per share, respectively, and the intrinsic value of vested options exercised was $ 6.2 million, $ 6.3 million, and $ 12.6 million, respectively. As of December 31, 2023, there was $ 15.3 million of unrecognized stock-based compensation related to unvested stock options (excluding the stock options granted to the CEO outlined above) which is expected to be recognized over a weighted average period of 2.04 years. The options outstanding and exercisable as of December 31, 2023 (excluding the stock options granted to the CEO outlined above) 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 Average Remaining Contractual Life (in Years) Shares Weighted Average Remaining Contractual Life (in Years) $ 0.06 – 0.40 1,422 4.23 1,422 4.23 1.55 – 1.75 760 5.37 760 5.37 2.43 – 3.11 2,751 6.43 2,751 6.43 5.01 – 6.82 5,913 8.18 2,690 8.18 8.13 – 11.53 2,127 7.68 1,499 7.20 12.21 – 15.17 811 7.32 566 7.31 13,784 9,688 88 Table of Contents The options outstanding and exercisable as of December 31, 2022 (excluding the stock options granted to the CEO outlined above) 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 Average Remaining Contractual Life (in Years) Shares Weighted Average Remaining Contractual Life (in Years) $ 0.06 – 0.40 1,830 5.21 1,830 5.21 1.55 – 1.75 959 6.43 959 6.43 2.43 – 3.11 3,037 7.50 2,921 7.42 5.01 – 6.82 6,190 9.21 977 9.17 8.13 – 9.41 1,569 8.13 1,301 8.04 12.21 – 15.17 865 8.19 401 8.03 14,450 8,389 RSUs 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 . RSU activity (excluding the performance RSUs outlined below) is as follows (in thousands, except for weighted average grant date fair value): Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2022 11,601 $ 6.40 Granted 10,198 9.64 Vested ( 5,202 ) 7.54 Forfeited and expired ( 2,114 ) 7.40 Unvested at December 31, 2023 14,483 $ 8.08 Included in the above activity are 476,308 earn-out RSUs and 9,478 Parent Warrant RSUs issued to the CEO in January 2021 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 have vested as of December 31, 2023. In addition, the Company granted 45,297 RSUs in 2020 and 4,431 earn-out RSUs and 88 Parent Warrant RSUs in January 2021 to a non-executive officer that vest upon meeting certain revenue targets from the sale of specific products, all of which have vested as of December 31, 2023. These grants are also included in the above activity. As of December 31, 2023, $ 103.8 million of unrecognized stock-based compensation related to unvested RSUs (excluding the performance RSUs outlined below) which is expected to be recognized over a weighted average period of 2.91 years. Performance RSUs On March 1, 2023, the Board of Directors granted awards of 1,115,709 target shares of PRSUs to certain executive officers. As of December 31, 2023, 11,408 shares subject to PRSUs have been forfeited. The PRSUs vest at the end of a three-year period, 89 Table of Contents with the number of shares earned ranging from 0 % to 200 % of the target, provided that (i) the recipient remains employed at the end of the period and (ii) the Company achieves certain performance metrics related to the 2025 fiscal year. The total grant date fair value of the awards was $ 12.9 million, which was based on the probable achievement of 100 % of the target. The Company will continue to evaluate the likelihood of achieving the performance metrics on a quarterly basis. As of December 31, 2023, there was unrecognized stock-based compensation expense related to unvested PRSUs of $ 11.5 million, which is expected to be recognized over a weighted average period of 2.21 years. Warrants As of December 31, 2023, there were 462,335 Class A common stock warrants outstanding and exercisable issued to nonemployees in connection with vendor service arrangements, with a weighted average exercise price of $ 1.75 , a weighted average contractual term of 7.01 years, and an aggregate intrinsic value of $ 3.3 million. Upon the exercise of outstanding warrants, vendors also have the right to receive 45,225 shares of Class A common stock. As of December 31, 2023, all stock-based compensation expense related to vendor warrants and associated earn-out shares has been recognized. As of December 31, 2023, there were 98,723 Class A common stock warrants outstanding and exercisable issued in connection with a historical debt arrangement, with a weighted average exercise price of $ 6.96 , a weighted average contractual term of 6.71 years, and an aggregate intrinsic value of $ 0.2 million. These debt warrants were settled in additional paid-in capital as a result of their conversion to equity-classified Class A common stock warrants. Stock Subject to Vesting and Earn-out Share Liability In June 2021, the Company granted 447,553 restricted shares of Class A common stock subject to vesting with an aggregate grant date fair value of $ 5.5 million in connection with the acquisition of HHL. As part of the acquisition of HHL, the Company also recognized an earn-out liability based on the achievement of certain revenue targets. A portion of the earn-out liability is expected to be settled in shares of Class A common stock. Vesting of the restricted shares and a portion of total earn-out payable to specific individuals are contingent on each recipient’s continued employment. Accordingly, the Company has recognized stock-based compensation expense related to these awards for the years ended December 31, 2023, 2022, and 2021. The expense is being recognized over a four-year vesting period with 25 % vesting one year after the acquisition date and the remaining vesting quarterly thereafter. As of December 31, 2023, there was unrecognized stock-based compensation expense of $ 2 million, which will be recognized over a weighted average period of 1.45 years. In July 2021, the Company granted 2,332,557 restricted shares of Class A common stock subject to vesting with an aggregate grant date fair value of $ 24.2 million in connection with the acquisition of Apostrophe. Vesting of the restricted shares is contingent on each recipient’s continued employment. Accordingly, the Company has recognized stock-based compensation expense related to these awards for the years ended December 31, 2023, 2022, and 2021. The expense is being recognized over a three-year vesting period with 17 % vesting 6 months after the acquisition date and the remaining vesting quarterly thereafter. As of December 31, 2023, there was unrecognized stock-based compensation expense of $ 3.7 million, which will be recognized over a weighted average period of 0.50 years. Stock-Based Compensation Expense The following table summarizes stock-based compensation expense for employees and nonemployees, by category, on the consolidated statements of operations and comprehensive loss for the years ended December 31, 2023, 2022, and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Marketing $ 5,477 $ 4,648 $ 9,664 Operations and support 6,815 2,684 2,735 Technology and development 7,126 4,327 4,481 General and administrative 46,662 31,158 50,331 Total stock-based compensation expense $ 66,080 $ 42,817 $ 67,211 90 Table of Contents The Company capitalized $ 1.7 million, $ 0.6 million, and $ 0.7 million of stock-based compensation, as internal-use software for the years ended December 31, 2023, 2022, and 2021 , respectively. 16. Related-Party Transactions For the years ended December 31, 2023, 2022, and 2021, the Company recorded a total of $ 4.6 million, $ 3.6 million, and $ 3.5 million, respectively, within operating expenses on the consolidated statements of operations and comprehensive loss for payments made to Terminal, Inc., a related party company that provides professional services to the Company, primarily to support engineering and operations functions. In addition, for the years ended December 31, 2023, 2022, and 2021, the Company recorded $ 2.1 million, $ 1.0 million, and $ 0.7 million, respectively, within operating expenses on the consolidated statements of operations and comprehensive loss for payments made to Vouched, a related-party company that provides identity verification services. 17. Basic and Diluted Net Loss per Share The Company uses the two-class method to calculate net loss per share. No dividends were declared or paid for the years ended December 31, 2023, 2022, and 2021. Undistributed earnings for each period are allocated equally to participating securities based on the contractual participation rights of the security to share in the current earnings as if all current period earnings had been distributed. 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 (in thousands, except share and per share amounts): Year Ended December 31, 2023 2022 2021 Class A Class V Class A Class V Class A Class V Numerator: Net loss attributable to common stockholders $ ( 22,604 ) $ ( 942 ) $ ( 62,988 ) $ ( 2,690 ) $ ( 103,082 ) $ ( 4,577 ) Denominator: Weighted average shares outstanding, basic and diluted 200,967,089 8,377,623 196,138,497 8,377,623 178,840,009 7,941,528 Basic and diluted net loss per share $ ( 0.11 ) $ ( 0.11 ) $ ( 0.32 ) $ ( 0.32 ) $ ( 0.58 ) $ ( 0.58 ) Basic net loss per share is the same as diluted net loss per share attributable to common stockholders for the years ended December 31, 2023, 2022, and 2021, because the inclusion of potential shares of common stock would have been anti-dilutive for the periods presented. The following table discloses weighted-average securities that were not included in the computation of diluted net loss per share as their inclusion would have been anti-dilutive: Year Ended December 31, 2023 2022 2021 Stock options 21,278,043 20,470,391 16,345,661 RSUs 15,220,986 8,778,890 4,081,026 Common stock issued subject to vesting 1,090,181 2,027,852 1,419,613 PRSUs 928,642 — — Warrants to purchase Class A common stock 561,058 561,058 4,778,003 Common stock issuable under the ESPP 404,648 603,603 136,538 Common stock issued for early exercise of stock options — 70,257 196,431 Redeemable convertible preferred stock — — 4,858,176 Common stock issued for exercise of stock options subject to nonrecourse promissory notes — — 874,312 91 Table of Contents 18. Income Tax For financial reporting purposes, loss before income taxes includes the following (in thousands): Year Ended December 31, 2023 2022 2021 Domestic $ ( 16,749 ) $ ( 62,539 ) $ ( 109,393 ) Foreign ( 4,822 ) ( 3,170 ) ( 1,402 ) Loss before income taxes $ ( 21,571 ) $ ( 65,709 ) $ ( 110,795 ) The provision (benefit) for income taxes consisted of the following (in thousands): Year Ended December 31, 2023 2022 2021 Current: Federal $ 532 $ — $ — State 1,456 563 252 Total current provision 1,988 563 252 Deferred: Federal 12 ( 339 ) ( 2,280 ) State ( 25 ) ( 110 ) ( 966 ) Foreign — ( 145 ) ( 142 ) Total deferred benefit ( 13 ) ( 594 ) ( 3,388 ) Total provision (benefit) for income taxes $ 1,975 $ ( 31 ) $ ( 3,136 ) The provision (benefit) for income taxes differs from the amounts computed by applying the statutory federal income tax rate of 21% to pretax loss as follows (in thousands): Year Ended December 31, 2023 2022 2021 Tax benefit at federal statutory rate $ ( 4,530 ) $ ( 13,799 ) $ ( 23,267 ) State taxes, net of federal benefits 1,636 ( 609 ) ( 3,498 ) Transaction costs — ( 731 ) 369 Stock-based compensation 1,747 3,897 2,018 Warrants and earn-outs 226 ( 15 ) ( 1,710 ) Non-deductible officers' compensation 6,386 2,881 8,352 Change in valuation allowance 1,330 7,794 15,971 Research and development credits ( 5,398 ) — — Non-deductible expenses 714 613 — Other, net ( 136 ) ( 62 ) ( 1,371 ) Total $ 1,975 $ ( 31 ) $ ( 3,136 ) 92 Table of Contents The components of deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 53,309 $ 67,214 Research and other credits 3,779 — Capitalized research and development 15,106 — Accrued expenses and reserves 2,164 1,952 Stock-based compensation 3,572 4,079 Inventory 1,890 2,338 Other intangible assets 350 487 Deferred revenue 124 17 Operating lease liabilities 2,615 1,382 Other deferred tax assets 87 553 Total gross deferred tax assets 82,996 78,022 Less valuation allowance ( 70,506 ) ( 69,357 ) Total deferred tax assets 12,490 8,665 Deferred tax liabilities: Other intangible assets ( 4,777 ) ( 5,623 ) Fixed assets ( 1,532 ) ( 1,722 ) Prepaid expenses ( 1,825 ) — Operating lease right-of-use assets ( 2,519 ) ( 1,285 ) Other deferred tax liabilities ( 1,859 ) ( 70 ) Total deferred tax liabilities ( 12,512 ) ( 8,700 ) Net deferred tax liabilities $ ( 22 ) $ ( 35 ) The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence to ascertain whether it is more likely than not that deferred tax assets will be realized. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Due to the Company's history of losses, the Company believes that it is not more likely than not that all of the deferred tax assets can be realized as of December 31, 2023 and 2022. Accordingly, the Company has recorded a valuation allowance against its deferred tax assets. The Company intends to continue maintaining a full valuation allowance on all deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. However, the Company believes that, within a few years, sufficient positive evidence may become available to reach a conclusion that a significant portion of the valuation allowance will no longer be needed. A release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that the Company is actually able to achieve. Additionally, income tax credit estimates could change in the near future due to changes in economic circumstances resulting in the pursuit of additional credits that currently would not be economically beneficial to pursue. The net deferred tax liability is primarily the result of acquired intangible assets for which there is no tax basis. The valuation allowance increased by $ 1.1 million and $ 8.0 million during the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company has $ 186.1 million, $ 154.8 million, and $ 10.8 million in federal, state, and foreign loss carryforwards (not tax effected), respectively, of which $ 186.1 million, $ 17.5 million, and $ 10.8 million in federal, state, and foreign loss carryforwards do not expire. The remaining state loss carryforwards begin to expire in 2024. As of December 31, 2023, the Company had $ 6.1 million of federal tax credit carryforwards, prior to the netting of uncertain tax positions, that will begin to expire in 2041. Internal Revenue Code Sections 382 and 383 place a limitation on the amount of taxable income that can be offset by carryforward tax attributes, such as net operating losses or tax credits, after a change in control. Generally, after a change in control, a loss corporation cannot deduct carryforward tax attributes in excess of the limitation prescribed by Sections 382 and 93 Table of Contents 383. Therefore, certain of the Company’s carryforward tax attributes may be subject to an annual limitation regarding their utilization against taxable income in future periods. As a result of issuances of different classes of preferred stock to investors in 2017, 2018, and 2019, the Company triggered “ownership change(s)” as defined in Section 382 and related provisions. Some of the Company’s net operating losses are limited by these ownership changes but the annual limitation does not have a significant impact on the consolidated financial statements. Subsequent ownership changes may subject the Company to annual limitations of its net operating losses. Such annual limitations could result in the expiration of the net operating loss and credit carryforwards before utilization. A full valuation allowance exists on the net operating loss carryforward. The Company did no t have any unrecognized tax benefits during the years ended December 31, 2022 and 2021. Changes in unrecognized tax benefits for the year ended December 31, 2023, excluding interest and penalties, were as follows (in thousands): Balance at December 31, 2022 $ — Increases in balances related to prior year tax positions 1,357 Increases in balances related to current year tax positions 956 Balance at December 31, 2023 $ 2,313 Although it is reasonably possible that certain unrecognized tax benefits may increase or decrease within the next 12 months due to tax examination changes, settlement activities, expirations of statute of limitations, or the impact on recognition and measurement considerations related to the results of published tax cases or other similar activities, the Company does not anticipate any significant changes to its unrecognized tax benefits over the next 12 months. Any adjustments to the Company’s uncertain tax positions would result in an adjustment to its deferred tax asset carryforwards and valuation allowance rather than resulting in an impact to the effective tax rate. During the years ended December 31, 2023, 2022, and 2021, no interest or penalties were required to be recognized relating to unrecognized tax benefits. The Company files income tax returns in the United States, United Kingdom, and various state and local jurisdictions. Due to the net operating loss carryforward, the statute of limitations is open for 2017 and forward for all jurisdictions, none of which are currently under examination by any tax authorities. 19. Subsequent Events In February 2024, the Company entered into a 28 -month non-cancelable lease for 29,467 square feet of office, warehouse, and pharmacy space in Gilbert, Arizona. The lease will commence when lessor construction on the space is substantially complete. Total minimum lease payments are $ 1.0 million, net of rent abatement for an initial two-month period and with an escalation of 4 % at the end of the first year. The Company has the option to extend the lease term for a period of one year . Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.