Exhibit 99.1
Hims & Hers Health, Inc. Announces Proposed Convertible Senior Notes Offering to
Accelerate Global Expansion and Utilization of AI in Healthcare
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Proceeds intended to support Hims & Hers global expansion
through organic growth and strategic acquisitions, while also fueling deeper investment in AI, diagnostics, and personalized treatments to scale access and meet rising demand for high-quality, personalized care |
SAN FRANCISCO(BUSINESS WIRE)May 8, 2025 Hims & Hers Health, Inc. (Hims & Hers or the Company,
NYSE: HIMS) today announced its intention to offer, subject to market and other conditions, $450 million aggregate principal amount of convertible senior notes due 2030 (the notes) in a private offering to persons reasonably
believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act). Hims & Hers also expects to grant the initial purchasers of the notes an option to purchase,
for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $67.5 million aggregate principal amount of notes.
Hims & Hers intends to use proceeds from the offering for general corporate purposes, including accelerating global expansion through both organic
growth and strategic acquisitions. Hims & Hers has no definitive agreements for any material acquisitions at this time. The funds will also support the technology team, led by newly appointed CTO Mo Elshenawy, to expand the Companys
data pipeline, develop AI tools, and advance personalized treatments to enhance the consumer healthcare experience. In addition, a portion of the net proceeds will be used to fund the cost of entering into the capped call transactions described
below. If the initial purchasers exercise their option to purchase additional notes, a portion of the additional proceeds will also be used to fund the cost of entering into the related capped call transactions.
The notes will be senior, unsecured obligations of Hims & Hers, will accrue interest payable semi-annually in arrears and will mature on May 15,
2030, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Hims & Hers will settle conversions by paying or delivering, as
applicable, cash, shares of its Class A common stock or a combination of cash and shares of its Class A common stock, at the Companys election.
The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Companys option at any time, and from time to time,
on or after May 19, 2028 and on or before the 25th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Companys Class A common stock exceeds 130% of the conversion
price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption
date.
If certain corporate events that constitute a fundamental change occur, then, subject to a limited exception, noteholders may require
Hims & Hers to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.