HIMS & HERS HEALTH, INC., 10-K filed on 2/27/2023
Annual Report
v3.22.4
Cover - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Feb. 24, 2023
Jun. 30, 2022
Document Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2022    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity Registrant Name HIMS & HERS HEALTH, INC.    
Entity Incorporation, State or Country Code DE    
Entity File Number 001-38986    
Entity Tax Identification Number 98-1482650    
Entity Address, Address Line One 2269 Chestnut Street, #523    
Entity Address, City or Town San Francisco    
Entity Address, State or Province CA    
Entity Address, Postal Zip Code 94123    
City Area Code 415    
Local Phone Number 851-0195    
Title of 12(b) Security Class A common stock, $0.0001 par value per share    
Trading Symbol HIMS    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Entity Shell Company false    
Entity Public Float     $ 840
Documents Incorporated by Reference Portions of the registrant’s definitive proxy statement to be delivered to stockholders in connection with the 2023 annual meeting of stockholders are incorporated by reference in response to Part III of this Annual Report on Form 10-K to the extent stated herein. The 2023 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.    
Amendment Flag false    
Document Fiscal Year Focus 2022    
Document Fiscal Period Focus FY    
Entity Central Index Key 0001773751    
Common Class A      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding (in shares)   200,082,691  
Common Class V      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding (in shares)   8,377,623  
v3.22.4
Audit Information
12 Months Ended
Dec. 31, 2022
Audit Information [Abstract]  
Auditor Name KPMG LLP
Auditor Firm ID 185
Auditor Location San Francisco, CA
v3.22.4
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents $ 46,772 $ 71,784
Short-term investments 132,853 175,490
Inventory 21,562 13,558
Prepaid expenses and other current assets 15,408 9,073
Total current assets 216,595 269,905
Restricted cash 856 856
Goodwill 110,881 110,881
Intangibles, net 21,841 25,890
Operating lease right-of-use assets 4,936 5,111
Other long-term assets 11,232 7,942
Total assets 366,341 420,585
Current liabilities:    
Accounts payable 32,363 19,640
Accrued liabilities 12,448 12,194
Deferred revenue 1,472 3,188
Earn-out payable 0 42,834
Operating lease liabilities 1,658 1,365
Total current liabilities 47,941 79,221
Operating lease liabilities 3,649 4,117
Earn-out liabilities 2,975 1,999
Other long-term liabilities 35 629
Total liabilities 54,600 85,966
Commitments and contingencies (Note 13)
Stockholders' equity:    
Common stock – Class A shares, par value $0.0001, 2,750,000,000 shares authorized and 200,051,689 and 196,414,363 shares issued and outstanding as of December 31, 2022 and 2021, 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, 2022 and 2021 21 20
Additional paid-in capital 656,626 613,687
Accumulated other comprehensive loss (277) (137)
Accumulated deficit (344,629) (278,951)
Total stockholders' equity 311,741 334,619
Total liabilities and stockholders' equity $ 366,341 $ 420,585
v3.22.4
Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2022
Dec. 31, 2021
Common Class A    
Stockholders' equity:    
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 2,750,000,000  
Common stock, shares issued (in shares) 200,051,689 196,414,363
Common stock, shares outstanding (in shares) 200,051,689 196,414,363
Common Class V    
Stockholders' equity:    
Common stock, par value (in dollars per share) $ 0.0001  
Common stock, shares authorized (in shares) 10,000,000  
Common stock, shares issued (in shares) 8,377,623 8,377,623
Common stock, shares outstanding (in shares) 8,377,623 8,377,623
v3.22.4
Consolidated Statements of Operations and Comprehensive Loss - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Statement [Abstract]      
Revenue $ 526,916 $ 271,878 $ 148,757
Cost of revenue 118,194 67,384 39,307
Gross profit 408,722 204,494 109,450
Operating expenses:      
Marketing 272,587 135,902 58,989
Operations and support 77,403 47,593 28,336
Technology and development 29,237 22,379 11,238
General and administrative 98,192 113,662 26,031
Total operating expenses 477,419 319,536 124,594
Loss from operations (68,697) (115,042) (15,144)
Other income (expense):      
Change in fair value of liabilities 70 3,802 (3,101)
Other income, net 2,918 445 258
Total other income (expense), net 2,988 4,247 (2,843)
Loss before income taxes (65,709) (110,795) (17,987)
Benefit (provision) for income taxes 31 3,136 (127)
Net loss (65,678) (107,659) (18,114)
Other comprehensive loss (140) (126) (13)
Total comprehensive loss $ (65,818) $ (107,785) $ (18,127)
Net loss per share attributable to common stockholders:      
Basic (in USD per share) $ (0.32) $ (0.58) $ (0.51)
Diluted (in USD per share) $ (0.32) $ (0.58) $ (0.51)
Weighted average shares outstanding:      
Basic (in shares) 204,516,120 186,781,537 35,353,809
Diluted (in shares) 204,516,120 186,781,537 35,353,809
v3.22.4
Consolidated Statements of Mezzanine Equity and Stockholders' Equity (Deficit) - USD ($)
Total
Common Stock
Additional Paid-In Capital
Accumulated Other Comprehensive Income (Loss)
Accumulated Deficit
Redeemable Convertible Preferred Stock
Redeemable Class A Common Stock
Mezzanine equity, beginning balance (in shares) at Dec. 31, 2019           84,514,191 737,058
Mezzanine equity, beginning balance at Dec. 31, 2019           $ 186,741,000 $ 4,500,000
Increase (Decrease) in Temporary Equity [Roll Forward]              
Issuance of stock, net of issuance costs (in shares)           7,472,062  
Issuance of stock, net of issuance costs           $ 51,900,000  
Exercise of Series C redeemable convertible preferred stock warrants (in shares)           1,341,865  
Exercise of Series C redeemable convertible preferred stock warrants           $ 11,321,000  
Expiration of the Class A common stock redemption right (in shares)             (737,058)
Expiration of the Class A common stock redemption right             $ (4,500,000)
Mezzanine equity, ending balance (in shares) at Dec. 31, 2020           93,328,118 0
Mezzanine equity, ending balance at Dec. 31, 2020           $ 249,962,000 $ 0
Beginning balance (in shares) at Dec. 31, 2019   51,588,459          
Beginning balance at Dec. 31, 2019 $ (139,793,000) $ 5,000 $ 13,378,000 $ 2,000 $ (153,178,000)    
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Exercise of Class A common stock warrants (in shares)   1,051,206          
Exercise of vested stock options (in shares)   167,655          
Exercise of Class A common stock warrants 561,000   561,000        
Exercise of vested stock options 123,000   123,000        
Early exercise of unvested stock options (in shares)   17,924          
Vesting of early-exercised stock options 31,000   31,000        
Forfeiture of unvested early exercised shares (in shares)   (595,196)          
Stock-based compensation 5,831,000   5,831,000        
Expiration of the Class A common stock redemption right (in shares)   737,058          
Expiration of the Class A common stock redemption right 4,500,000   4,500,000        
Other comprehensive loss (13,000)     (13,000)      
Net loss (18,114,000)       (18,114,000)    
Ending balance (in shares) at Dec. 31, 2020   52,967,106          
Ending balance at Dec. 31, 2020 (146,874,000) $ 5,000 24,424,000 (11,000) (171,292,000)    
Increase (Decrease) in Temporary Equity [Roll Forward]              
Pre-closing stock repurchase, net of exercise of vested options (in shares)           (206,511)  
Pre-closing stock repurchase, net of exercise of vested options           $ (125,000)  
Conversion of convertible securities (in shares)           (93,121,607)  
Conversion of convertible securities           $ (249,837,000)  
Mezzanine equity, ending balance (in shares) at Dec. 31, 2021           0 0
Mezzanine equity, ending balance at Dec. 31, 2021           $ 0 $ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Pre-closing stock repurchase, net of exercise of vested options (in shares)   (1,817,519)          
Pre-closing stock repurchase, net of exercise of vested options (21,902,000)   (21,902,000)        
Conversion of redeemable convertible preferred stock to common stock (in shares)   93,121,607          
Conversion of redeemable convertible preferred stock to common stock 249,837,000 $ 9,000 249,828,000        
Repayment of related-party promissory notes associated with vested shares 854,000   854,000        
Forfeiture of related-party promissory notes (in shares)   (370,734)          
Conversion of Series D preferred stock warrants to Class A common warrants 1,160,000   1,160,000        
Exercise of Class A common stock warrants (in shares)   1,867,380          
Exercise of vested stock options (in shares)   1,382,978          
Exercise of Class A common stock warrants 21,679,000   21,679,000        
Exercise of vested stock options 1,259,000 $ 1,000 1,258,000        
Issuance of common stock upon Merger, net of transaction costs (in shares)   24,142,244          
Issuance of common stock upon Merger, net of transaction costs 129,659,000 $ 2,000 129,657,000        
Issuance of PIPE shares (in shares)   7,500,000          
Issuance of PIPE shares 75,000,000 $ 1,000 74,999,000        
Warrant expense in connection with Merger 154,000   154,000        
Issuance of Merger earn-out shares to common stockholders (in shares)   14,153,520          
Issuance of Merger earn-out shares to common stockholders 1,000 $ 1,000          
Issuance of common stock for acquisition of businesses (in shares)   8,699,815          
Issuance of common stock for acquisition of businesses 52,614,000 $ 1,000 52,613,000        
Vesting of early exercised stock options (in shares)   (2,812)          
Vesting of early-exercised stock options 227,000   227,000        
Stock-based compensation 67,767,000   67,767,000        
Issuance of common stock upon vesting of RSUs, net of shares withheld for taxes (in shares)   1,189,786          
Payments for taxes related to net share settlement of equity awards (5,998,000)   (5,998,000)        
Issuance of common stock upon Class A common stock warrant redemption (in shares)   1,958,615          
Issuance of common stock upon Class A common stock warrant redemption 16,967,000   16,967,000        
Other comprehensive loss (126,000)     (126,000)      
Net loss (107,659,000)       (107,659,000)    
Ending balance (in shares) at Dec. 31, 2021   204,791,986          
Ending balance at Dec. 31, 2021 334,619,000 $ 20,000 613,687,000 (137,000) (278,951,000)    
Mezzanine equity, ending balance (in shares) at Dec. 31, 2022           0 0
Mezzanine equity, ending balance at Dec. 31, 2022           $ 0 $ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Exercise of vested stock options (in shares)   1,611,687          
Exercise of vested stock options 2,246,000 $ 1,000 2,245,000        
Vesting of early-exercised stock options 197,000   197,000        
Stock-based compensation 43,220,000   43,220,000        
Issuance of common stock upon vesting of RSUs, net of shares withheld for taxes (in shares)   1,632,111          
Payments for taxes related to net share settlement of equity awards 3,901,000            
Stock issued during period, shares, employee stock purchase plans (in shares)   393,528          
Stock Issued During Period, Value, Employee Stock Purchase Plan 1,178,000   1,178,000        
Other comprehensive loss (140,000)     (140,000)      
Net loss (65,678,000)       (65,678,000)    
Ending balance (in shares) at Dec. 31, 2022   208,429,312          
Ending balance at Dec. 31, 2022 $ 311,741,000 $ 21,000 $ 656,626,000 $ (277,000) $ (344,629,000)    
v3.22.4
Consolidated Statements of Mezzanine Equity and Stockholders' Equity (Deficit) (Parenthetical) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Preferred stock issuance costs $ 0 $ 12,851
Common stock issuance costs $ 18,700  
Redeemable Convertible Preferred Stock    
Preferred stock issuance costs   $ 100
v3.22.4
Consolidated Statements of Cash Flows - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Operating activities      
Net loss $ (65,678,000) $ (107,659,000) $ (18,114,000)
Adjustments to reconcile net loss to net cash used in operating activities:      
Depreciation and amortization 7,474,000 4,075,000 1,057,000
Stock-based compensation 42,817,000 67,211,000 5,831,000
Change in fair value of liabilities (70,000) (3,802,000) 3,101,000
Warrant expense in connection with Merger 0 154,000 0
Lease termination expense 0 0 754,000
Amortization of debt issuance costs 0 144,000 322,000
Net amortization on securities 146,000 2,166,000 325,000
Benefit for deferred taxes (594,000) (3,388,000) 0
Impairment of long-lived assets 1,127,000 0 0
Non-cash operating lease cost 1,605,000 1,510,000 0
Non-cash acquisition-related costs 837,000 1,182,000 0
Non-cash other 0 540,000 59,000
Changes in operating assets and liabilities:      
Inventory (8,004,000) (9,628,000) 674,000
Prepaid expenses and other current assets (6,335,000) 3,200,000 (645,000)
Other long-term assets 17,000 (58,000) 8,000
Accounts payable 12,723,000 9,853,000 826,000
Accrued liabilities 909,000 197,000 2,423,000
Deferred revenue (1,716,000) 1,412,000 519,000
Operating lease liabilities (1,605,000) (1,521,000) 0
Earn-out payable (10,184,000) 0 0
Other long-term liabilities 0 0 381,000
Net cash used in operating activities (26,531,000) (34,412,000) (2,479,000)
Investing activities      
Purchases of investments (187,700,000) (266,633,000) (95,008,000)
Maturities of investments 194,259,000 158,375,000 47,990,000
Proceeds from sales of investments 35,846,000 3,465,000 11,550,000
Investment in website and mobile application development and internal-use software (4,533,000) (4,175,000) (2,496,000)
Purchases of property, equipment, and intangible assets (2,714,000) (832,000) (1,737,000)
Deferred consideration paid for acquisitions (459,000) 0 0
Acquisition of businesses, net of cash acquired 0 (46,468,000) 0
Net cash provided by (used in) investing activities 34,699,000 (156,268,000) (39,701,000)
Financing activities      
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs 0 0 51,900,000
Pre-closing stock repurchase 0 (22,027,000) 0
Proceeds from issuance of common stock upon Merger 0 197,686,000 0
Proceeds from PIPE 0 75,000,000 0
Payments for transaction costs related to securities issuances 0 (12,851,000) (3,356,000)
Proceeds from repayment of promissory notes associated with vested and unvested shares 0 1,193,000 0
Proceeds from exercise of Series C preferred stock warrants 0 0 29,000
Proceeds from exercise of Class A common stock warrants, net of redemption payments 0 787,000 561,000
Proceeds from exercise of vested and unvested stock options, net of repurchases and cancelations 2,246,000 1,253,000 123,000
Repayments of principal on term loan 0 0 (1,515,000)
Payments for taxes related to net share settlement of equity awards (3,901,000) (5,998,000) 0
Payments for earn-out consideration for acquisitions (32,650,000) 0 0
Proceeds from employee stock purchase plan 1,178,000 0 0
Net cash (used in) provided by financing activities (33,127,000) 235,043,000 47,742,000
Foreign currency effect on cash and cash equivalents (53,000) (73,000) (9,000)
(Decrease) increase in cash, cash equivalents, and restricted cash (25,012,000) 44,290,000 5,553,000
Cash, cash equivalents, and restricted cash at beginning of period 72,640,000 28,350,000 22,797,000
Cash, cash equivalents, and restricted cash at end of period 47,628,000 72,640,000 28,350,000
Reconciliation of cash, cash equivalents, and restricted cash      
Cash and cash equivalents 46,772,000 71,784,000 27,344,000
Restricted cash 856,000 856,000 1,006,000
Total cash, cash equivalents, and restricted cash 47,628,000 72,640,000 28,350,000
Supplemental disclosures of cash flow information      
Cash paid for taxes 636,000 338,000 221,000
Cash paid for interest 0 0 10,000
Non-cash investing and financing activities      
Expiration of Class A common stock redemption right 0 0 4,500,000
Exercise of convertible preferred stock warrants 0 0 11,292,000
Recapitalization of redeemable convertible preferred stock from pre-closing stock repurchase 0 125,000 0
Conversion of redeemable convertible preferred stock to common stock 0 249,837,000 0
Assumption of Merger warrants liability 0 51,814,000 0
Redemption/exercise of Class A common stock warrants 0 37,834,000 0
Conversion of Series D preferred stock warrants to Class A common warrants 0 1,160,000 0
Right-of-use asset obtained in exchange for lease liability 1,206,000 0 0
Vesting of early-exercised stock options, net of cancelations 197,000 227,000 31,000
Common stock issued, contingent consideration, and liabilities assumed in acquisition of businesses $ 0 $ 99,958,000 $ 0
v3.22.4
Organization
12 Months Ended
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization Organization
Hims & Hers Health, Inc. (the “Company” or “Hims & Hers”), incorporated in Delaware and formerly known as Oaktree Acquisition Corp. (“OAC”), 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 record system, digital prescriptions, and cloud 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 primary care. 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 also 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 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.
v3.22.4
Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies 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, 2022, 2021, and 2020, the Company had operations primarily in the United States and immaterial operations in the United Kingdom.
Reclassifications

Beginning with the year ended December 31, 2022, the Company voluntarily reclassified certain operating expenses within the consolidated statements of operations and comprehensive loss. Prior period amounts have been reclassified to conform to this presentation. These changes have no impact on the Company’s previously reported financial position or results of operations.

These classification changes are related to breaking out the Company’s previous selling, general, and administrative caption into three new captions entitled: (i) operations and support, (ii) technology and development, and (iii) general and administrative. The operations and support caption includes costs related to the Company’s supply chain, fulfillment and customer support functions. The technology and development caption includes costs related to the operation and enhancement of the Company’s digital platform and product development. The general and administrative caption includes costs relating to the Company’s corporate functions, including personnel costs, professional services, insurance, depreciation and amortization relating to corporate operating activities, and other general corporate costs.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The more significant estimates, judgements, 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 judgements 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 five affiliated and partner pharmacies. 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 investing in expanding affiliated pharmacy fulfillment capabilities to mitigate any such risk.

As of December 31, 2022, two wholesale customers individually represented more than 10% of accounts receivable. As of December 31, 2021, three wholesale customers represented more than 10% of accounts receivable. For the years ended December 31, 2022, 2021, and 2020, 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 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 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 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

Prior to 2021, the Company followed the guidance in Accounting Standards Codification (“ASC”) Topic 320, Investments – Debt and Equity Securities in determining whether unrealized losses were other than temporary. The Company adopted ASC Topic 326 for the year ended December 31, 2021, and now 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, 2022, 2021, or 2020 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 was unnecessary as of December 31, 2022 and 2021 and that there were no impairments as of December 31, 2020 considered as other-than-temporary 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 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. 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, 2022 and 2021, accounts receivable was $3.9 million and $4.1 million, respectively. There were no write-offs of accounts receivable for the years ended December 31, 2022, 2021, or 2020. As of December 31, 2022 and 2021, the Company had no allowances for doubtful accounts.

The Company does not have any off-balance sheet credit exposure related to its customers.

Other Long-Term Assets

Property and equipment, net was $3.0 million and $2.2 million as of December 31, 2022 and 2021, respectively, and is classified within other long-term assets on the consolidated balance sheets. 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. Property and equipment are depreciated or amortized using the straight-line method over the estimated useful lives ranging from two to five years and consist primarily of facility equipment, computers, equipment, furniture, and fixtures.

Capitalizable website and mobile application development and internal-use software costs, net was $8.2 million and $5.7 million as of December 31, 2022 and 2021, respectively, and is classified within other long-term assets on the consolidated balance sheets. 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, 2022 (in thousands):

2023$3,760 
20242,892 
20251,528 
Total$8,180 

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 the second and third quarters of 2021 and no goodwill impairment was recorded for the years ended December 31, 2022 and 2021.
Intangible Assets

Intangible assets 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 two 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. As of December 31, 2021 and 2020, the Company determined that no events or changes in circumstances existed that would indicate any impairment of its long-lived assets. The Company recognized $1.1 million of impairment charges on long-lived assets during the year ended December 31, 2022 in general and administrative expenses on the consolidated statements of operations and comprehensive loss.

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 two real estate facilities under non-cancelable operating leases with expiration dates in 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 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 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,
 202220212020
Online Revenue$502,507 $259,170 $140,728 
Wholesale Revenue24,409 12,708 8,029 
Total revenue$526,916 $271,878 $148,757 

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 include two performance obligations: access to (i) products and (ii) consultation services. The Company’s contracts for prescription refills and contracts that do not contain prescription products have a single performance obligation. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product to the customer and, in contracts that contain services, by the provision of consultation services to the customer. The Company satisfies its performance obligation for products at a point in time, which is upon delivery of the products to a third-party carrier. The Company satisfies its performance obligation for services over the period of the consultation service, which is typically within one day. 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, 2022, 2021, and 2020, service revenue represented less than 10% of consolidated revenues.

To fulfill its promise to customers for contracts that include professional medical consultations, the Company maintains relationships with various “Affiliated Medical Groups,” which are professional corporations or other professional entities owned by licensed physicians and 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 11 – 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. 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. For wholesale arrangements, payments are collected in accordance with contract terms.

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 and equipment 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, and restricted stock units (“RSUs”), are measured at the grant date fair value. The fair value of employee stock options and vendor warrants are generally determined using the Black-Scholes Merton (“BSM”) option-pricing model using various inputs, including estimates of expected volatility, term, risk-free rate, and future dividends. Stock options that were granted to the Company’s 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. Beginning in 2021, 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 $1.2 million and $0.7 million for the years ended December 31, 2022 and 2021, respectively.

Advertising

For the years ended December 31, 2022, 2021, and 2020, advertising costs for customer acquisition and content production were $235.6 million, $103.5 million, and $45.2 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 Loss

The Company’s other comprehensive 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, 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

The Company’s operations have been financed primarily through the issuance of common and preferred stock. Since inception, the Company has incurred negative cash flows as it is expending significant resources in expanding its activities. This has resulted in losses from operations, which are expected to continue for at least the next 12 months, and an accumulated deficit. The Company may require additional financing to fund operations to meet its business plan.

During the year ended December 31, 2022, the Company incurred a net loss of $65.7 million and had negative cash flows from operating activities of $26.5 million. As of December 31, 2022, the Company had an accumulated deficit of $344.6 million, cash and cash equivalents of $46.8 million, and short-term investments of $132.9 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

The Company does not expect that any recently issued accounting pronouncements will have a material effect on its financial statements.
v3.22.4
Recapitalization
12 Months Ended
Dec. 31, 2022
Reverse Recapitalization [Abstract]  
Recapitalization RecapitalizationAs 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 $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.
v3.22.4
Acquisitions
12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Acquisitions 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.


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 14 – 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 assets570 
Goodwill2,739 
Other net assets24 
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 not 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, 2020, 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 14 – Stockholders’ Equity for additional details. The Company also incurred acquisition costs of $5.0 million directly related to the acquisition, as well as
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 assets3,140 
Goodwill108,142 
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 not 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, 2020, would have been approximately $21 million and $13 million for the years ended December 31, 2021 and 2020, respectively. 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, 2020. Pro forma earnings of Apostrophe, assuming the acquisition had occurred as of January 1, 2020, as well as earnings generated during the period after the acquisition date, were not material for separate disclosure and, accordingly, have not been presented.
v3.22.4
Investments
12 Months Ended
Dec. 31, 2022
Investments, Debt and Equity Securities [Abstract]  
Investments Investments
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 agency33,317 17 (47)33,287 
Total short-term investments$132,989 $17 $(153)$132,853 
 
Short-term investments as of December 31, 2021, consist of the following (in thousands):

Adjusted
Cost
Unrealized
Losses
Fair
Value
Corporate bonds$146,032 $(30)$146,002 
Asset-backed bonds29,507 (19)29,488 
Total short-term investments$175,539 $(49)$175,490 
v3.22.4
Inventory
12 Months Ended
Dec. 31, 2022
Inventory Disclosure [Abstract]  
Inventory Inventory
Inventory consists of the following (in thousands):

December 31,
20222021
Finished goods$16,477 $10,428 
Raw materials5,085 3,130 
Total inventory$21,562 $13,558 
v3.22.4
Prepaid Expenses and Other Current Assets
12 Months Ended
Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Prepaid Expenses and Other Current Assets Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following (in thousands):
 
December 31,
20222021
Wholesale trade receivables$3,231 $3,577 
Prepaid expenses10,392 4,606 
Other current assets1,785 890 
Total prepaid expenses and other current assets$15,408 $9,073 
v3.22.4
Intangible Assets
12 Months Ended
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets Intangible Assets
Intangible assets as of December 31, 2022 consist of the following (in thousands):

Gross
Amount
Accumulated Amortization and ImpairmentNet
Carrying
Value
Weighted
Average
Remaining
Useful Life
(Years)
Trade name$24,170 $(4,504)$19,666 8.4
Other4,581 (2,406)2,175 4.7
Intangible assets, net$28,751 $(6,910)$21,841 8.0

Intangible assets as of December 31, 2021 consist of the following (in thousands):

Gross
Amount
Accumulated
Amortization
Net
Carrying
Value
Weighted
Average
Remaining
Useful Life
(Years)
Trade name$24,170 $(1,298)$22,872 9.2
Other3,846 (828)3,018 2.4
Intangible assets, net$28,016 $(2,126)$25,890 8.4

Amortization expense for intangible assets was $4.1 million, $2.1 million, and less than $0.1 million for the years ended December 31, 2022, 2021, and 2020, 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, 2021 and 2020.

Amortization that will be charged to expense over the remaining life of the intangible assets subsequent to December 31, 2022 is as follows (in thousands):
2023$3,434
20242,694
20252,560
20262,452
2027 and thereafter10,701
$21,841
v3.22.4
Accrued Liabilities
12 Months Ended
Dec. 31, 2022
Accrued Liabilities and Other Liabilities [Abstract]  
Accrued Liabilities Accrued Liabilities
Accrued liabilities consist of the following (in thousands):

December 31,
20222021
Payroll$4,999 $3,363 
Marketing4,990 3,158 
Tax963 954 
Professional services643 734 
Product and shipping263 2,635 
Other accruals590 1,350 
Total accrued liabilities $12,448 $12,194 
v3.22.4
Operating Leases
12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
Operating Leases Operating Leases
In January 2020, the Company entered into a 63-month non-cancelable lease for 302,880 square feet of warehouse space in New Albany, Ohio. The lease commenced on June 1, 2020. Total minimum lease payments are $7.9 million, net of rent abatement for an initial three-month period and with an annual escalation of 2.5%. The Company has the option to extend the lease term for a period of five years. The Company utilizes the reasonably certain threshold criteria in determining which options it will exercise.

In January 2022, the Company entered into a 62-month non-cancelable lease for 24,465 square feet of warehouse, distribution, and pharmacy space in Gilbert, Arizona. The lease commenced on September 1, 2022. Total minimum lease payments are $1.5 million, net of rent abatement for an initial two-month period and with annual escalation of 3.0%. The Company has the option to extend the lease term for a period of five years.

For the years ended December 31, 2022 and 2021, the Company recorded operating lease costs of $1.9 million and $1.8 million, respectively, including variable operating lease costs of $0.3 million in both years.

For the years ended December 31, 2022 and 2021, operating cash flows used for operating leases were $1.6 million and $1.5 million, respectively. As of December 31, 2022, the weighted average remaining lease term and weighted average discount rate was 3.2 years and 4.7%, 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, 2022 are as follows (in thousands):

2023$1,876 
20241,924 
20251,408 
2026303 
2027259 
Gross lease payments5,770 
Less: imputed interest(463)
Present value of net future minimum lease payments$5,307 
As of December 31, 2022, the present value of net future minimum lease payments of $5.3 million is recorded: (i) $1.7 million within the current liabilities; and (ii) $3.6 million within long-term liabilities on the consolidated balance sheet.
v3.22.4
Variable Interest Entities
12 Months Ended
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Variable Interest Entities 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, 2022 and 2021, the Company’s consolidated balance sheets included current assets of $7.5 million and $2.2 million, respectively, and total assets of $7.7 million and $2.2 million, respectively, for the VIEs. As of December 31, 2022 and 2021, current and total liabilities were $3.7 million and $3.0 million, respectively. All amounts are after elimination of intercompany transactions, balances, and non-cash impact of operating leases.

For the years ended December 31, 2022, 2021, and 2020, the VIEs charged the Company $64.2 million, $23.6 million, and $12.0 million, respectively, for services rendered. For the years ended December 31, 2022, 2021, and 2020 operations of the VIEs generated net income of $9.1 million and net losses of $3.3 million, and $1.9 million, respectively, inclusive of administrative expenses.
v3.22.4
Fair Value Measurements
12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
The Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022, is as follows (in thousands):
 
Level 1Level 2Level 3Total
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 funds856 — — 856 
Total assets$25,462 $144,168 $— $169,630 
Liabilities
Earn-out liabilities$— $— $2,975 $2,975 
Total liabilities$— $— $2,975 $2,975 
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, 2021, is as follows (in thousands):
 
Level 1Level 2Level 3Total
Assets
Cash and cash equivalents:
Money market funds$59,761 $— $— $59,761 
Government bonds— 7,664 — 7,664 
Short-term investments:
Corporate bonds— 146,002 — 146,002 
Government bonds— 29,488 — 29,488 
Restricted cash:
Money market funds856 — — 856 
Total assets$60,617 $183,154 $— $243,771 
Liabilities
Earn-out liabilities$— $— $1,999 $1,999 
Total liabilities$— $— $1,999 $1,999 

The fair values of cash, accounts receivable, accounts payable, and accrued liabilities approximated their carrying values as of December 31, 2022 and 2021, due to their short-term nature. All other financial instruments, except for earn-out liabilities, 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, 2022, 2021, and 2020, 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 and 2021, the long-term earn-out liability, which is solely related to the acquisition of HHL, is 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 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 rate9.1 %
Revenue volatility50.0 %
Counterparty discount rate5.0 %

The fair value of the earn-out liability is remeasured at each reporting period. This change in fair value is related to contingent consideration and compensation costs (see Note 14 – Stockholders’ Equity) and is 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, 2020$— 
HHL acquisition1,208 
Apostrophe acquisition32,650 
Change in fair value due to revaluation and service-based vesting10,975 
Reclassification to earn-out payable(42,834)
Balance at December 31, 20211,999 
Change in fair value due to revaluation and service-based vesting976 
Balance at December 31, 2022$2,975 
v3.22.4
Commitments and Contingencies
12 Months Ended
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Purchase Obligations

The Company has contractual obligations to make future purchases, primarily related to cloud-based software contracts used in operations. As of December 31, 2022, purchase obligations were $1.4 million, with $1.2 million payable in 2023 and $0.2 million payable in 2024.

Legal Proceedings

From time to time, the Company is a party to various litigation, claims, and other legal and administrative proceedings arising in the ordinary course of business. Some of these claims, lawsuits, and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, 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.
v3.22.4
Stockholders' Equity
12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Stockholders' Equity 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.

RSU Releases

During the years ended December 31, 2022 and 2021, the Company released 2,333,695 and 1,810,545 gross shares of Class A common stock upon vesting of RSUs. In connection with the releases, 701,584 and 620,759 shares of Class A common stock were withheld for the payment of employee taxes. There were no RSU releases for year ended December 31, 2020.

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. Through December 31, 2022, 1,862,078 shares of Class A common stock subject to awards granted under the 2017 Plan that were outstanding on the Closing date and forfeited after the adoption of the 2020 Plan were added to the 2020 Plan reserve. Additionally, on January 1, 2022, 10,239,599 shares of Class A common stock were automatically added to the 2020 Plan reserve. Therefore, as of December 31, 2022, there were 33,101,677 shares of Class A common stock reserved and 10,963,031 shares of Class A common stock available for grant under the 2020 Stock Plan. There were no more shares available for grant under the 2017 Plan since the 2017 Plan was replaced by the 2020 Plan.

2020 Employee Stock Purchase Plan

In January 2021, the Board of Directors adopted the Company’s Employee Stock Purchase Plan (“ESPP”), which became effective immediately prior to the Closing Date. 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. On January 1, 2022, 2,047,919 shares of Class A common stock were automatically added to the ESPP reserve. Therefore, as of December 31, 2022, 6,047,919 shares of Class A common stock have been reserved for issuance under the ESPP. During the year ended December 31, 2022, the Company issued 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, 2022, there were 5,654,391 shares of Class A common stock available for issuance under the ESPP.

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, 2022, $0.3 million has been withheld via employee payroll deductions for employees who have opted to participate in the purchase period ending May 2023.

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 subsequent to the Merger and, therefore, the Company recognized all $11.3 million of expense related to the grant during the three months ended March 31, 2021 due to achievement of the market condition. As of December 31, 2022, there was $1.8 million of remaining compensation expense to be recognized for the remaining 1,623,070 stock options over a period of 1.29 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, 2022, there was $2.6 million of remaining compensation expense to be recognized over a period of 3.15 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,
202220212020
Expected term (in years)6.025.945.94
Expected volatility48.0 %58.6 %62.3 %
Risk-free interest rate2.0 %0.9 %0.5 %
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):
 
SharesWeighted
Average
Exercise
Price
Weighted
Average
Contractual
Period
(in Years)
Aggregate
Intrinsic
Value
Outstanding at December 31, 202110,401 $4.01 7.73$37,868 
Granted6,321 5.10 
Exercised (including early exercised options vested during the period)(1,728)1.42 
Forfeited and expired(544)6.97 
Outstanding at December 31, 202214,450 4.68 7.9835,771 
Exercisable as of December 31, 20228,389 3.81 7.1628,509 

The weighted average grant date fair value of options granted for the years ended December 31, 2022, 2021, and 2020 was $2.44, $6.51, and $3.49 per share, respectively, and the intrinsic value of vested options exercised was $6.3 million, $12.6 million, and $0.7 million, respectively.

As of December 31, 2022, there was $22.7 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 2.65 years.

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 OutstandingOptions Exercisable
Exercise PriceSharesWeighted
Average
Remaining
Contractual
Life (in
Years)
SharesWeighted
Average
Remaining
Contractual
Life (in
Years)
$0.06 – 0.40
1,830 5.211,830 5.21
1.55 – 1.75
959 6.43959 6.43
2.43 – 3.11
3,037 7.502,921 7.42
5.01 – 6.82
6,190 9.21977 9.17
8.13 – 9.41
1,569 8.131,301 8.04
12.21 – 15.17
865 8.19401 8.03
14,450 8,389 
The options outstanding and exercisable as of December 31, 2021 (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 OutstandingOptions Exercisable
Exercise PriceSharesWeighted
Average
Remaining
Contractual
Life (in
Years)
SharesWeighted
Average
Remaining
Contractual
Life (in
Years)
$0.06 – 0.40
2,309 5.642,308 5.64
1.55 – 1.75
2,120 7.342,006 7.34
2.43
3,242 8.423,241 8.42
8.13 – 9.41
1,756 8.821,291 8.54
12.21 – 15.17
974 9.28128 9.02
  10,401 8,974 

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 is as follows (in thousands, except for weighted average grant date fair value):

SharesWeighted Average
Grant Date
Fair Value
Unvested at December 31, 20213,982 $11.55 
Granted10,536 4.97 
Vested(2,294)8.86 
Forfeited and expired(623)8.05 
Unvested at December 31, 202211,601 $6.40 

Included in the above activity are 476,308 earn-out RSUs and 9,478 Parent Warrant RSUs issued to the CEO as part of the Merger that vest in accordance with the same market conditions as the CEO stock options, of which 317,539 earn-out RSUs and 6,319 Parent Warrant RSUs have vested as of December 31, 2022. In addition, the Company granted 45,297 RSUs in 2020 and 4,431 earn-out RSUs and 88 Parent Warrant RSUs as part of the Merger in January 2021 to a non-executive officer that vest upon meeting certain revenue targets from the sale of specific products, of which 15,099 RSUs, 1,477 earn-out RSUs, and 30 Parent Warrant RSUs have vested as of December 31, 2022. These grants are also included in the above activity.

As of December 31, 2022, there was unrecognized stock-based compensation related to unvested RSUs of $59.1 million, which is expected to be recognized over a weighted average period of 3.02 years.

Warrants

As of December 31, 2022, 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 $2.2 million. Upon the exercise of outstanding warrants, vendors also have the right to receive 45,225 shares of Merger consideration, consisting of the holders’ allocation of earn-out consideration. As of December 31, 2022, all stock-based compensation expense related to vendor warrants and associated earn-out shares has been recognized.
As of December 31, 2022, there were 98,723 Class A common stock warrants outstanding and exercisable issued in connection with a pre-Merger debt arrangement, with a weighted average exercise price of $6.96, a weighted average contractual term of 6.71 years, and no aggregate intrinsic value. These debt warrants were recorded in additional paid-in capital as a result of their conversion to equity-classified Class A common stock warrants in connection with the Merger.

Acquisitions

As part of the acquisitions of HHL and Apostrophe, the Company issued 177,327 and 5,742,378 shares of Class A common stock, respectively. In each acquisition, the Company also issued additional shares of Class A common stock that are subject to vesting.

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, 2022 and 2021. The expense will be 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, 2022, there was unrecognized stock-based compensation expense of $3.6 million, which will be recognized over a weighted average period of 2.36 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, 2022 and 2021. The expense will be 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, 2022, there was unrecognized stock-based compensation expense of $12.1 million, which will be recognized over a weighted average period of 1.50 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, 2022, 2021, and 2020 (in thousands):

Year Ended December 31,
202220212020
Marketing$4,648 $9,664 $1,172 
Operations and support2,684 2,735 155 
Technology and development4,327 4,481 269 
General and administrative31,158 50,331 4,235 
Total stock-based compensation expense$42,817 $67,211 $5,831 

The Company capitalized $0.6 million and $0.7 million of stock-based compensation as internal-use software for the years ended December 31, 2022 and 2021, respectively, and none for the year ended December 31, 2020.
v3.22.4
Related-Party Transactions
12 Months Ended
Dec. 31, 2022
Related Party Transactions [Abstract]  
Related-Party Transactions Related-Party TransactionsAtomic Labs, LLC (“Atomic Labs”) is a related-party venture capital startup studio that launched the Company, providing initial capital and governance. The Company utilized operational support from Atomic Labs, primarily consisting of providing office space, conducting back-office professional services, and administering operating expenses. Additionally, an affiliated company of Atomic Labs provides professional services to the Company, primarily to support engineering and operations
functions. All services were provided at cost. For the years ended December 31, 2022, 2021, and 2020, the Company recorded a total of $3.6 million, $3.5 million, and $3.4 million, respectively, for payments made to an affiliated company of Atomic Labs for services performed and costs incurred on behalf of the Company.

In addition, for the years ended December 31, 2022, 2021, and 2020, the Company recorded $1.0 million, $0.7 million, and $0.1 million, respectively, for payments made to Vouched, a related-party company that provides identity verification services.
v3.22.4
Basic and Diluted Net Loss per Share
12 Months Ended
Dec. 31, 2022
Earnings Per Share [Abstract]  
Basic and Diluted Net Loss per Share Basic and Diluted Net Loss per Share
Prior to the Merger and prior to effecting the recapitalization, the Company had two classes of common stock: Hims Class A and Hims Class F common stock. The rights of the holders of Hims Class A and Hims Class F common stock were identical, including the liquidation and dividend rights, except with respect to electing members of the Board of Directors and voting rights. As the liquidation and dividend rights were identical, undistributed earnings and losses were allocated on a proportionate basis and the resulting net loss per share attributable to common stockholders was the same for both Hims Class A and Hims Class F common stock on an individual and combined basis.

Subsequent to the Merger, the Company continues to have two classes of common stock: Class A and Class V common stock. Similar to the previous structure, the rights are identical, including liquidation and dividend rights, except Class V common stock has additional voting rights.

The Company uses the two-class method to calculate net loss per share. No dividends were declared or paid for the years ended December 31, 2022, 2021, and 2020. Undistributed earnings for each period are allocated to participating securities, including the redeemable convertible preferred stock, based on the contractual participation rights of the security to share in the current earnings as if all current period earnings had been distributed. As there is no contractual obligation for the redeemable convertible preferred stock to share in losses, the Company’s basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average shares of common stock outstanding during periods with undistributed losses.
 
The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts):
 
Year Ended December 31,
 202220212020
 Class AClass VClass AClass VClass AClass F
Numerator:
Net loss attributable to common stockholders$(62,988)$(2,690)$(103,082)$(4,577)$(14,558)$(3,556)
Denominator:
Weighted average shares outstanding, basic and diluted196,138,497 8,377,623 178,840,009 7,941,528 28,412,457 6,941,352 
Basic and diluted net loss per share$(0.32)$(0.32)$(0.58)$(0.58)$(0.51)$(0.51)

Basic net loss per share is the same as diluted net loss per share attributable to common stockholders for the years ended December 31, 2022, 2021, and 2020, because the inclusion of potential shares of common stock would have been anti-dilutive for the periods presented. There were no redeemable shares during the years ended December 31, 2022 or 2021. During the year ended December 31, 2020, weighted average Hims Class A common shares presented excludes 165,133 shares subject to redemption. Redeemable shares do not absorb losses.

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,
202220212020
Stock options20,470,391 16,345,661 11,509,177 
RSUs8,778,890 4,081,026 114,624 
Common stock issued subject to vesting2,027,852 1,419,613 — 
Common stock issuable under the ESPP603,603 136,538 — 
Warrants to purchase Class A common stock561,058 4,778,003 1,767,451 
Common stock issued for early exercise of stock options70,257 196,431 99,548 
Redeemable convertible preferred stock— 4,858,176 90,268,364 
Common stock issued for exercise of stock options subject to nonrecourse promissory notes— 874,312 16,514,103 
Warrants to purchase redeemable convertible preferred stock— — 931,668 
v3.22.4
Income Tax
12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Income Tax Income Tax
For financial reporting purposes, loss before income taxes includes the following (in thousands):

Year Ended December 31,
202220212020
Domestic$(62,539)$(109,393)$(16,934)
Foreign(3,170)(1,402)(1,053)
Loss before income taxes$(65,709)$(110,795)$(17,987)

The (benefit) provision for income taxes consisted of the following (in thousands):

Year Ended December 31,
202220212020
Current:
Federal$— $— $— 
State563 252 127 
Foreign— — — 
Total current provision563 252 127 
Deferred:
Federal(339)(2,280)— 
State(110)(966)— 
Foreign(145)(142)— 
Total deferred benefit(594)(3,388)— 
Total (benefit) provision for income taxes$(31)$(3,136)$127 
The (benefit) provision 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,
202220212020
Tax benefit at federal statutory rate$(13,799)$(23,267)$(3,777)
State taxes, net of federal benefits(609)(3,498)(364)
Transaction costs(731)369 — 
Stock-based compensation3,897 2,018 698 
Warrants and earn-outs(15)(1,710)(403)
Non-deductible officers' compensation2,881 8,352 — 
Change in valuation allowance7,794 15,971 3,948 
Other, net551 (1,371)25 
Total$(31)$(3,136)$127 

The components of deferred tax assets and liabilities are as follows (in thousands):

As of December 31,
20222021
Deferred tax assets:
Net operating loss carryforwards$67,214 $61,640 
Accrued expenses and reserves1,952 1,245 
Stock-based compensation4,079 4,130 
Inventory2,338 2,214 
Other intangibles487 49 
Deferred revenue17 — 
Operating lease liabilities1,382 1,441 
Other deferred tax assets553 456 
Total gross deferred tax assets78,022 71,175 
Less valuation allowance(69,357)(61,328)
Total deferred tax assets8,665 9,847 
Deferred tax liabilities:
Other intangibles(5,623)(6,933)
Fixed assets(1,722)(2,088)
Operating lease right-of-use assets(1,285)(1,343)
Other deferred tax liabilities(70)(112)
Total deferred tax liabilities(8,700)(10,476)
Net deferred tax liabilities$(35)$(629)

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, 2022 and 2021. Accordingly, the Company has recorded a valuation allowance against its deferred tax assets. The net deferred tax liability is primarily the result of acquired intangibles for which there is no tax basis. The valuation allowance increased by $8.0 million and $16.8 million during the years ended December 31, 2022 and 2021, respectively. During 2021, the Company recorded a one-time benefit of approximately $3.1 million due to the release of the valuation allowance as a result of the Apostrophe acquisition.
As of December 31, 2022, the Company has $245.6 million, $204.2 million, and $5.9 million in federal, state, and foreign loss carryforwards (not tax effected), respectively, of which $238.8 million, $19.8 million, and $5.9 million in federal, state, and foreign loss carryforwards do not expire. The remaining federal and state loss carryforwards begin to expire in 2036 and 2023, respectively.

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 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. The Company believes that some of its net operating losses may be limited by these ownership changes but that any limitation would not have a significant impact to the financial statements since there is no utilization of the net operating losses and a valuation allowance exists against the net operating losses. Subsequent ownership changes may subject the Company to annual limitations of its net operating losses. Such annual limitation could result in the expiration of the net operating loss and credit carryforwards before utilization. Use of certain losses incurred within the U.K. are also limited, but any limitation would not have a significant impact to the financial statements since a valuation allowance exists against the net operating losses.

The Company has incurred net operating losses since inception, and it does not have any significant unrecognized tax benefits. Any adjustments to the Company’s uncertain tax positions would result in an adjustment of its net operating loss and valuation allowance rather than resulting in an impact to the effective tax rate. It is not expected that there will be any material change in the unrecognized tax benefits within the next 12 months.

The Company files income tax returns in the U.S., U.K., 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.
On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. The new legislation imposes a 15% minimum tax on certain corporation’s book income and a 1% excise tax on certain stock buybacks. While the Company may be subject to the new excise tax on certain stock buybacks in the future, the enactment of the IRA did not result in any material adjustments to the consolidated financial statements for the year ended December 31, 2022.
v3.22.4
Summary of Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
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.
Reclassifications
Beginning with the year ended December 31, 2022, the Company voluntarily reclassified certain operating expenses within the consolidated statements of operations and comprehensive loss. Prior period amounts have been reclassified to conform to this presentation. These changes have no impact on the Company’s previously reported financial position or results of operations.

These classification changes are related to breaking out the Company’s previous selling, general, and administrative caption into three new captions entitled: (i) operations and support, (ii) technology and development, and (iii) general and administrative. The operations and support caption includes costs related to the Company’s supply chain, fulfillment and customer support functions. The technology and development caption includes costs related to the operation and enhancement of the Company’s digital platform and product development. The general and administrative caption includes costs relating to the Company’s corporate functions, including personnel costs, professional services, insurance, depreciation and amortization relating to corporate operating activities, and other general corporate costs.
Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The more significant estimates, judgements, 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 judgements 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 five affiliated and partner pharmacies. 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 investing in expanding affiliated pharmacy fulfillment capabilities to mitigate any such risk
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 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 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 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 Prior to 2021, the Company followed the guidance in Accounting Standards Codification (“ASC”) Topic 320, Investments – Debt and Equity Securities in determining whether unrealized losses were other than temporary. The Company adopted ASC Topic 326 for the year ended December 31, 2021, and now 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, 2022, 2021, or 2020 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 was unnecessary as of December 31, 2022 and 2021 and that there were no impairments as of December 31, 2020 considered as other-than-temporary 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 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. 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.
Other Long-Term Assets 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. Property and equipment are depreciated or amortized using the straight-line method over the estimated useful lives ranging from two to five years and consist primarily of facility equipment, computers, equipment, furniture, and fixtures.Capitalizable website and mobile application development and internal-use software costs, net was $8.2 million and $5.7 million as of December 31, 2022 and 2021, respectively, and is classified within other long-term assets on the consolidated balance sheets. 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.
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.
Intangible Assets Intangible assets 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 two 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. As of December 31, 2021 and 2020, the Company determined that no events or changes in circumstances existed that would indicate any impairment of its long-lived assets. The Company recognized $1.1 million of impairment charges on long-lived assets during the year ended December 31, 2022 in general and administrative expenses on the consolidated statements of operations and comprehensive loss.
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 two real estate facilities under non-cancelable operating leases with expiration dates in 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 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 provided by Affiliated Medical Groups (defined below). Additionally, the Company offers a range of health and wellness products through wholesale partners.
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 include two performance obligations: access to (i) products and (ii) consultation services. The Company’s contracts for prescription refills and contracts that do not contain prescription products have a single performance obligation. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product to the customer and, in contracts that contain services, by the provision of consultation services to the customer. The Company satisfies its performance obligation for products at a point in time, which is upon delivery of the products to a third-party carrier. The Company satisfies its performance obligation for services over the period of the consultation service, which is typically within one day. 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, 2022, 2021, and 2020, service revenue represented less than 10% of consolidated revenues.

To fulfill its promise to customers for contracts that include professional medical consultations, the Company maintains relationships with various “Affiliated Medical Groups,” which are professional corporations or other professional entities owned by licensed physicians and 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 11 – 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. 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. For wholesale arrangements, payments are collected in accordance with contract terms.
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 and equipment 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, and restricted stock units (“RSUs”), are measured at the grant date fair value. The fair value of employee stock options and vendor warrants are generally determined using the Black-Scholes Merton (“BSM”) option-pricing model using various inputs, including estimates of expected volatility, term, risk-free rate, and future dividends. Stock options that were granted to the Company’s 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. Beginning in 2021, 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 $1.2 million and $0.7 million for the years ended December 31, 2022 and 2021, respectively.
Advertising For the years ended December 31, 2022, 2021, and 2020, advertising costs for customer acquisition and content production were $235.6 million, $103.5 million, and $45.2 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 The Company’s other comprehensive 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, 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 The Company’s operations have been financed primarily through the issuance of common and preferred stock. Since inception, the Company has incurred negative cash flows as it is expending significant resources in expanding its activities. This has resulted in losses from operations, which are expected to continue for at least the next 12 months, and an accumulated deficit. The Company may require additional financing to fund operations to meet its business plan.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
Recently Issued Accounting Pronouncements

The Company does not expect that any recently issued accounting pronouncements will have a material effect on its financial statements.
Fair Value Measurements 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.
v3.22.4
Summary of Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Schedule of Capitalized Computer Software, Expected Amortization
The following table summarizes the estimated amortization of website development and internal-use software costs subsequent to December 31, 2022 (in thousands):

2023$3,760 
20242,892 
20251,528 
Total$8,180 
Disaggregation of Revenue
Revenue consists of the following (in thousands):

 Year Ended December 31,
 202220212020
Online Revenue$502,507 $259,170 $140,728 
Wholesale Revenue24,409 12,708 8,029 
Total revenue$526,916 $271,878 $148,757 
v3.22.4
Acquisitions (Tables)
12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The following table summarizes the acquisition date fair values of assets acquired and liabilities assumed (in thousands):

Trade name$1,470 
Other intangible assets570 
Goodwill2,739 
Other net assets24 
Net assets acquired$4,803 
The following table summarizes the acquisition date fair values of assets acquired and liabilities assumed (in thousands):

Trade name$22,700 
Other intangible assets3,140 
Goodwill108,142 
Other net liabilities(2,346)
Net assets acquired$131,636 
v3.22.4
Investments (Tables)
12 Months Ended
Dec. 31, 2022
Investments, Debt and Equity Securities [Abstract]  
Schedule of short term investments
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 agency33,317 17 (47)33,287 
Total short-term investments$132,989 $17 $(153)$132,853 
 
Short-term investments as of December 31, 2021, consist of the following (in thousands):

Adjusted
Cost
Unrealized
Losses
Fair
Value
Corporate bonds$146,032 $(30)$146,002 
Asset-backed bonds29,507 (19)29,488 
Total short-term investments$175,539 $(49)$175,490 
v3.22.4
Inventory (Tables)
12 Months Ended
Dec. 31, 2022
Inventory Disclosure [Abstract]  
Schedule of Inventory, Current
Inventory consists of the following (in thousands):

December 31,
20222021
Finished goods$16,477 $10,428 
Raw materials5,085 3,130 
Total inventory$21,562 $13,558 
v3.22.4
Prepaid Expenses and Other Current Assets (Tables)
12 Months Ended
Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following (in thousands):
 
December 31,
20222021
Wholesale trade receivables$3,231 $3,577 
Prepaid expenses10,392 4,606 
Other current assets1,785 890 
Total prepaid expenses and other current assets$15,408 $9,073 
v3.22.4
Intangible Assets (Tables)
12 Months Ended
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Finite-Lived Intangible Assets
Intangible assets as of December 31, 2022 consist of the following (in thousands):

Gross
Amount
Accumulated Amortization and ImpairmentNet
Carrying
Value
Weighted
Average
Remaining
Useful Life
(Years)
Trade name$24,170 $(4,504)$19,666 8.4
Other4,581 (2,406)2,175 4.7
Intangible assets, net$28,751 $(6,910)$21,841 8.0

Intangible assets as of December 31, 2021 consist of the following (in thousands):

Gross
Amount
Accumulated
Amortization
Net
Carrying
Value
Weighted
Average
Remaining
Useful Life
(Years)
Trade name$24,170 $(1,298)$22,872 9.2
Other3,846 (828)3,018 2.4
Intangible assets, net$28,016 $(2,126)$25,890 8.4
Finite-lived Intangible Assets Amortization Expense Amortization that will be charged to expense over the remaining life of the intangible assets subsequent to December 31, 2022 is as follows (in thousands):
2023$3,434
20242,694
20252,560
20262,452
2027 and thereafter10,701
$21,841
v3.22.4
Accrued Liabilities (Tables)
12 Months Ended
Dec. 31, 2022
Accrued Liabilities and Other Liabilities [Abstract]  
Schedule of Accrued Liabilities
Accrued liabilities consist of the following (in thousands):

December 31,
20222021
Payroll$4,999 $3,363 
Marketing4,990 3,158 
Tax963 954 
Professional services643 734 
Product and shipping263 2,635 
Other accruals590 1,350 
Total accrued liabilities $12,448 $12,194 
v3.22.4
Operating Leases (Tables)
12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
Lessee, Operating Lease, Liability, Maturity
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, 2022 are as follows (in thousands):

2023$1,876 
20241,924 
20251,408 
2026303 
2027259 
Gross lease payments5,770 
Less: imputed interest(463)
Present value of net future minimum lease payments$5,307 
v3.22.4
Fair Value Measurements (Tables)
12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
The Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022, is as follows (in thousands):
 
Level 1Level 2Level 3Total
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 funds856 — — 856 
Total assets$25,462 $144,168 $— $169,630 
Liabilities
Earn-out liabilities$— $— $2,975 $2,975 
Total liabilities$— $— $2,975 $2,975 
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, 2021, is as follows (in thousands):
 
Level 1Level 2Level 3Total
Assets
Cash and cash equivalents:
Money market funds$59,761 $— $— $59,761 
Government bonds— 7,664 — 7,664 
Short-term investments:
Corporate bonds— 146,002 — 146,002 
Government bonds— 29,488 — 29,488 
Restricted cash:
Money market funds856 — — 856 
Total assets$60,617 $183,154 $— $243,771 
Liabilities
Earn-out liabilities$— $— $1,999 $1,999 
Total liabilities$— $— $1,999 $1,999 
Fair Value Measurement Inputs and Valuation Techniques The following assumptions were used to determine the fair value at inception:
HHL
Revenue risk-adjusted discount rate9.1 %
Revenue volatility50.0 %
Counterparty discount rate5.0 %
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation The change in the fair value of earn-out liabilities is as follows (in thousands):
Balance at December 31, 2020$— 
HHL acquisition1,208 
Apostrophe acquisition32,650 
Change in fair value due to revaluation and service-based vesting10,975 
Reclassification to earn-out payable(42,834)
Balance at December 31, 20211,999 
Change in fair value due to revaluation and service-based vesting976 
Balance at December 31, 2022$2,975 
v3.22.4
Stockholders' Equity (Tables)
12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions
The grant date fair value of the Company’s stock options granted (excluding the stock options granted to the CEO outlined above) was estimated using the following weighted average assumptions:

Year Ended December 31,
202220212020
Expected term (in years)6.025.945.94
Expected volatility48.0 %58.6 %62.3 %
Risk-free interest rate2.0 %0.9 %0.5 %
Expected dividend yield— %— %— %
Share-based Payment Arrangement, Option, Activity
Option activity (excluding the stock options granted to the CEO outlined above) is as follows (in thousands, except for weighted average exercise price and weighted average contractual term in years):
 
SharesWeighted
Average
Exercise
Price
Weighted
Average
Contractual
Period
(in Years)
Aggregate
Intrinsic
Value
Outstanding at December 31, 202110,401 $4.01 7.73$37,868 
Granted6,321 5.10 
Exercised (including early exercised options vested during the period)(1,728)1.42 
Forfeited and expired(544)6.97 
Outstanding at December 31, 202214,450 4.68 7.9835,771 
Exercisable as of December 31, 20228,389 3.81 7.1628,509 
Share-based Payment Arrangement, Option, Exercise Price Range
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 OutstandingOptions Exercisable
Exercise PriceSharesWeighted
Average
Remaining
Contractual
Life (in
Years)
SharesWeighted
Average
Remaining
Contractual
Life (in
Years)
$0.06 – 0.40
1,830 5.211,830 5.21
1.55 – 1.75
959 6.43959 6.43
2.43 – 3.11
3,037 7.502,921 7.42
5.01 – 6.82
6,190 9.21977 9.17
8.13 – 9.41
1,569 8.131,301 8.04
12.21 – 15.17
865 8.19401 8.03
14,450 8,389 
The options outstanding and exercisable as of December 31, 2021 (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 OutstandingOptions Exercisable
Exercise PriceSharesWeighted
Average
Remaining
Contractual
Life (in
Years)
SharesWeighted
Average
Remaining
Contractual
Life (in
Years)
$0.06 – 0.40
2,309 5.642,308 5.64
1.55 – 1.75
2,120 7.342,006 7.34
2.43
3,242 8.423,241 8.42
8.13 – 9.41
1,756 8.821,291 8.54
12.21 – 15.17
974 9.28128 9.02
  10,401 8,974 
Share-based Payment Arrangement, Restricted Stock Unit, Activity
RSU activity is as follows (in thousands, except for weighted average grant date fair value):

SharesWeighted Average
Grant Date
Fair Value
Unvested at December 31, 20213,982 $11.55 
Granted10,536 4.97 
Vested(2,294)8.86 
Forfeited and expired(623)8.05 
Unvested at December 31, 202211,601 $6.40 
Share-based Payment Arrangement, Expensed and Capitalized, Amount
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, 2022, 2021, and 2020 (in thousands):

Year Ended December 31,
202220212020
Marketing$4,648 $9,664 $1,172 
Operations and support2,684 2,735 155 
Technology and development4,327 4,481 269 
General and administrative31,158 50,331 4,235 
Total stock-based compensation expense$42,817 $67,211 $5,831 
v3.22.4
Basic and Diluted Net Loss per Share (Tables)
12 Months Ended
Dec. 31, 2022
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts):
 
Year Ended December 31,
 202220212020
 Class AClass VClass AClass VClass AClass F
Numerator:
Net loss attributable to common stockholders$(62,988)$(2,690)$(103,082)$(4,577)$(14,558)$(3,556)
Denominator:
Weighted average shares outstanding, basic and diluted196,138,497 8,377,623 178,840,009 7,941,528 28,412,457 6,941,352 
Basic and diluted net loss per share$(0.32)$(0.32)$(0.58)$(0.58)$(0.51)$(0.51)
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 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,
202220212020
Stock options20,470,391 16,345,661 11,509,177 
RSUs8,778,890 4,081,026 114,624 
Common stock issued subject to vesting2,027,852 1,419,613 — 
Common stock issuable under the ESPP603,603 136,538 — 
Warrants to purchase Class A common stock561,058 4,778,003 1,767,451 
Common stock issued for early exercise of stock options70,257 196,431 99,548 
Redeemable convertible preferred stock— 4,858,176 90,268,364 
Common stock issued for exercise of stock options subject to nonrecourse promissory notes— 874,312 16,514,103 
Warrants to purchase redeemable convertible preferred stock— — 931,668 
v3.22.4
Income Tax (Tables)
12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Schedule of Income before Income Tax, Domestic and Foreign
For financial reporting purposes, loss before income taxes includes the following (in thousands):

Year Ended December 31,
202220212020
Domestic$(62,539)$(109,393)$(16,934)
Foreign(3,170)(1,402)(1,053)
Loss before income taxes$(65,709)$(110,795)$(17,987)
Schedule of Components of Income Tax Expense (Benefit)
The (benefit) provision for income taxes consisted of the following (in thousands):

Year Ended December 31,
202220212020
Current:
Federal$— $— $— 
State563 252 127 
Foreign— — — 
Total current provision563 252 127 
Deferred:
Federal(339)(2,280)— 
State(110)(966)— 
Foreign(145)(142)— 
Total deferred benefit(594)(3,388)— 
Total (benefit) provision for income taxes$(31)$(3,136)$127 
Schedule of Effective Income Tax Rate Reconciliation
The (benefit) provision 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,
202220212020
Tax benefit at federal statutory rate$(13,799)$(23,267)$(3,777)
State taxes, net of federal benefits(609)(3,498)(364)
Transaction costs(731)369 — 
Stock-based compensation3,897 2,018 698 
Warrants and earn-outs(15)(1,710)(403)
Non-deductible officers' compensation2,881 8,352 — 
Change in valuation allowance7,794 15,971 3,948 
Other, net551 (1,371)25 
Total$(31)$(3,136)$127 
Schedule of Deferred Tax Assets and Liabilities
The components of deferred tax assets and liabilities are as follows (in thousands):

As of December 31,
20222021
Deferred tax assets:
Net operating loss carryforwards$67,214 $61,640 
Accrued expenses and reserves1,952 1,245 
Stock-based compensation4,079 4,130 
Inventory2,338 2,214 
Other intangibles487 49 
Deferred revenue17 — 
Operating lease liabilities1,382 1,441 
Other deferred tax assets553 456 
Total gross deferred tax assets78,022 71,175 
Less valuation allowance(69,357)(61,328)
Total deferred tax assets8,665 9,847 
Deferred tax liabilities:
Other intangibles(5,623)(6,933)
Fixed assets(1,722)(2,088)
Operating lease right-of-use assets(1,285)(1,343)
Other deferred tax liabilities(70)(112)
Total deferred tax liabilities(8,700)(10,476)
Net deferred tax liabilities$(35)$(629)
v3.22.4
Organization (Details)
Jan. 20, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Recapitalization exchange ratio 0.4530
v3.22.4
Summary of Significant Accounting Policies - Prepaid Expenses and Other Current Assets (Details) - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Accounting Policies [Abstract]      
Accounts receivable $ 3,900,000 $ 4,100,000  
Accounts receivable, writeoff 0 0 $ 0
Accounts receivable, allowance for doubtful accounts $ 0 $ 0  
v3.22.4
Summary of Significant Accounting Policies - Other Long-Term Assets (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Property, Plant and Equipment [Line Items]    
Property and equipment, net $ 3.0 $ 2.2
Website development and internal-use software costs $ 8.2 $ 5.7
Minimum    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, useful life 2 years  
Maximum    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, useful life 5 years  
v3.22.4
Summary of Significant Accounting Policies - Amortization of Website Development and Internal-use Software Costs (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
Accounting Policies [Abstract]  
2023 $ 3,760
2024 2,892
2025 1,528
Total $ 8,180
v3.22.4
Summary of Significant Accounting Policies - Goodwill (Details)
6 Months Ended 12 Months Ended
Sep. 30, 2021
USD ($)
Dec. 31, 2022
USD ($)
reportingUnit
Dec. 31, 2021
USD ($)
Accounting Policies [Abstract]      
Number of reporting units | reportingUnit   1  
Goodwill, acquired during period $ 110,900,000    
Goodwill, impairment   $ 0 $ 0
v3.22.4
Summary of Significant Accounting Policies - Intangible Assets (Details)
12 Months Ended
Dec. 31, 2022
Minimum  
Finite-Lived Intangible Assets [Line Items]  
Estimated useful life 2 years
Maximum  
Finite-Lived Intangible Assets [Line Items]  
Estimated useful life 10 years
v3.22.4
Summary of Significant Accounting Policies - Impairment of Long Lived Assets (Details) - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Accounting Policies [Abstract]      
Impairment of long-lived assets $ 1,127,000 $ 0 $ 0
v3.22.4
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Disaggregation of Revenue [Line Items]      
Total revenue $ 526,916 $ 271,878 $ 148,757
Online Revenue      
Disaggregation of Revenue [Line Items]      
Total revenue 502,507 259,170 140,728
Wholesale Revenue      
Disaggregation of Revenue [Line Items]      
Total revenue $ 24,409 $ 12,708 $ 8,029
v3.22.4
Summary of Significant Accounting Policies - Stock-Based Compensation (Details)
1 Months Ended 12 Months Ended
Jan. 31, 2021
Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Award vesting period (in years)   4 years
Common stock issuable under the ESPP | Common Class A    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Purchase price of common stock, percent 85.00% 85.00%
v3.22.4
Summary of Significant Accounting Policies - Employee Benefit Plan (Details) - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Accounting Policies [Abstract]    
Percent of match 50.00%  
Maximum annual contributions per employee, amount $ 3,000  
Matching contribution cost $ 1,200,000 $ 700,000
v3.22.4
Summary of Significant Accounting Policies - Advertising (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Accounting Policies [Abstract]      
Customer acquisition costs $ 235.6 $ 103.5 $ 45.2
v3.22.4
Summary of Significant Accounting Policies - Liquidity (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Accounting Policies [Abstract]      
Net income (loss) $ (65,678) $ (107,659) $ (18,114)
Net cash used in operating activities (26,531) (34,412) (2,479)
Accumulated deficit (344,629) (278,951)  
Cash and cash equivalents 46,772 71,784 $ 27,344
Short-term investments $ 132,853 $ 175,490  
v3.22.4
Recapitalization (Details)
$ / shares in Units, $ in Thousands
12 Months Ended
Jan. 20, 2021
USD ($)
$ / shares
shares
Dec. 31, 2022
USD ($)
$ / shares
shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
Jan. 19, 2021
$ / shares
Reverse Recapitalization [Line Items]          
Reverse recapitalization, percentage of voting interests acquired 100.00%        
Proceeds from issuance of common stock upon Merger | $ $ 197,700 $ 0 $ 197,686 $ 0  
Reverse recapitalization, deferred transaction costs | $ $ 18,700        
Recapitalization exchange ratio 0.4530        
Reverse recapitalization, contingent consideration, equity (in shares) | shares 16,000,000        
Reverse recapitalization, contingent consideration, equity, earnout period, stock price trigger one (in dollars per share) $ 15.00        
Reverse recapitalization, contingent consideration, equity, earnout period, stock price trigger two (in dollars per share) 17.50        
Reverse recapitalization, contingent consideration, equity, earnout period, stock price trigger three (in dollars per share) $ 20.00        
Reverse recapitalization, contingent consideration, equity, earnout period, threshold trading days 10 days        
Reverse recapitalization, contingent consideration, equity, earnout period, threshold trading day period 20 days        
Reverse recapitalization, contingent consideration, equity, earnout period 5 years        
Chief Executive Officer          
Reverse Recapitalization [Line Items]          
Recapitalization exchange ratio 0.4530        
Common Class A          
Reverse Recapitalization [Line Items]          
Class of warrant or right, number of securities called by each warrant or right (in shares) | shares   0.0028      
Parent Warrant Restricted Stock Units | Hims' Option And RSU Holders          
Reverse Recapitalization [Line Items]          
Class of warrant or right, outstanding (in shares) | shares 35,000        
Common Class A and V          
Reverse Recapitalization [Line Items]          
Recapitalization, contingent consideration, equity, exchange ratio 0.0443        
Common Class A          
Reverse Recapitalization [Line Items]          
Common stock, par value (in dollars per share)   $ 0.0001 $ 0.0001    
Common Class A | Chief Executive Officer          
Reverse Recapitalization [Line Items]          
Common stock, par value (in dollars per share) $ 0.0001        
Common Class A | Hims, Inc.          
Reverse Recapitalization [Line Items]          
Common stock, par value (in dollars per share)         $ 0.000001
Common Class A | Parent Warrants | Hims' Stockholders          
Reverse Recapitalization [Line Items]          
Class of warrant or right, outstanding (in shares) | shares 888,143        
Common Class A | Parent Warrants | Hims' Warrant Holders          
Reverse Recapitalization [Line Items]          
Class of warrant or right, outstanding (in shares) | shares 3,443        
Common Class V          
Reverse Recapitalization [Line Items]          
Common stock, par value (in dollars per share)   $ 0.0001      
Common Class V | Chief Executive Officer          
Reverse Recapitalization [Line Items]          
Common stock, par value (in dollars per share) $ 0.0001        
Common Class V | Hims, Inc.          
Reverse Recapitalization [Line Items]          
Common stock, par value (in dollars per share)         $ 0.000001
PIPE Investment          
Reverse Recapitalization [Line Items]          
Sale of stock, number of shares issued in transaction (in shares) | shares 7,500,000        
Sale of stock, price per share (in dollars per share) $ 10.00        
Sale of stock, consideration received on transaction | $ $ 75,000        
v3.22.4
Acquisitions - Narrative (Details)
1 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2021
USD ($)
Jul. 31, 2021
USD ($)
shares
Jun. 30, 2021
USD ($)
shares
Dec. 31, 2021
USD ($)
Dec. 31, 2021
USD ($)
acquisition
Dec. 31, 2020
USD ($)
Dec. 31, 2022
USD ($)
Business Acquisition [Line Items]              
Number of acquisitions | acquisition         2    
Goodwill       $ 110,881,000 $ 110,881,000   $ 110,881,000
Honest Health Limited              
Business Acquisition [Line Items]              
Business combination, consideration     $ 4,800,000        
Business acquisition, equity interest issued or issuable, number of shares (in shares) | shares     624,880        
Business combination, consideration transferred, equity interests issued and issuable     $ 1,900,000        
Business combination, consideration transferred, liabilities incurred     1,200,000        
Potential earnout payable $ 10,000,000   10,000,000        
Business combination, acquisition related costs 1,900,000            
Business combination, post-acquisition employee expense 700,000   700,000        
Goodwill 2,739,000   2,739,000        
Business acquisition, goodwill, expected tax deductible amount $ 0   $ 0        
Apostrophe              
Business Acquisition [Line Items]              
Business combination, consideration   $ 131,600,000          
Business acquisition, equity interest issued or issuable, number of shares (in shares) | shares   8,074,935          
Business combination, consideration transferred, equity interests issued and issuable   $ 50,700,000          
Business combination, consideration transferred, liabilities incurred   32,700,000          
Potential earnout payable   50,000,000          
Business combination, acquisition related costs   5,000,000          
Business combination, post-acquisition employee expense   500,000          
Goodwill   108,142,000          
Business acquisition, goodwill, expected tax deductible amount   0          
Cash consideration   $ 48,200,000          
Business combination, pro forma information, revenue of acquiree since acquisition date, actual       $ 11,000,000      
Business acquisition, pro forma revenue         $ 21,000,000 $ 13,000,000  
v3.22.4
Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Jul. 31, 2021
Jun. 30, 2021
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]        
Goodwill $ 110,881 $ 110,881    
Honest Health Limited        
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]        
Trade name       $ 1,470
Other intangible assets       570
Goodwill       2,739
Other net assets (liabilities)       24
Net assets acquired       $ 4,803
Apostrophe        
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]        
Trade name     $ 22,700  
Other intangible assets     3,140  
Goodwill     108,142  
Other net assets (liabilities)     (2,346)  
Net assets acquired     $ 131,636  
v3.22.4
Investments (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Marketable Securities [Line Items]    
Adjusted Cost $ 132,989 $ 175,539
Unrealized Gains 17  
Unrealized Losses (153) (49)
Fair Value 132,853 175,490
Corporate bonds    
Marketable Securities [Line Items]    
Adjusted Cost 99,672 146,032
Unrealized Gains 0  
Unrealized Losses (106) (30)
Fair Value 99,566 146,002
Asset-Backed Securities [Member]    
Marketable Securities [Line Items]    
Adjusted Cost 33,317 29,507
Unrealized Gains 17  
Unrealized Losses (47) (19)
Fair Value $ 33,287 $ 29,488
v3.22.4
Inventory (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Inventory Disclosure [Abstract]    
Finished goods $ 16,477 $ 10,428
Raw materials 5,085 3,130
Total inventory $ 21,562 $ 13,558
v3.22.4
Prepaid Expenses and Other Current Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Wholesale trade receivables $ 3,231 $ 3,577
Prepaid expenses 10,392 4,606
Other current assets 1,785 890
Total prepaid expenses and other current assets $ 15,408 $ 9,073
v3.22.4
Intangible Assets - Components of Intangible Assets (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]    
Gross Amount $ 28,751 $ 28,016
Accumulated Amortization and Impairment (6,910)  
Net Carrying Value $ 21,841 25,890
Accumulated Amortization   $ 2,126
Weighted Average    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Remaining Useful Life (Years) 8 years 8 years 4 months 24 days
Trade name    
Finite-Lived Intangible Assets [Line Items]    
Gross Amount $ 24,170 $ 24,170
Accumulated Amortization and Impairment (4,504)  
Net Carrying Value $ 19,666 22,872
Accumulated Amortization   $ 1,298
Trade name | Weighted Average    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Remaining Useful Life (Years) 8 years 4 months 24 days 9 years 2 months 12 days
Other    
Finite-Lived Intangible Assets [Line Items]    
Gross Amount $ 4,581 $ 3,846
Accumulated Amortization and Impairment (2,406)  
Net Carrying Value $ 2,175 3,018
Accumulated Amortization   $ 828
Other | Weighted Average    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Remaining Useful Life (Years) 4 years 8 months 12 days 2 years 4 months 24 days
v3.22.4
Intangible Assets - Amortization of Intangible Assets (Details) - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]      
Amortization expense related to intangible assets $ 4,100,000 $ 2,100,000 $ 100,000
Impairment of intangible assets 700,000 0 $ 0
2023 3,434,000    
2024 2,694,000    
2025 2,560,000    
2026 2,452,000    
2027 and thereafter 10,701,000    
Net Carrying Value $ 21,841,000 $ 25,890,000  
v3.22.4
Accrued Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Accrued Liabilities and Other Liabilities [Abstract]    
Payroll $ 4,999 $ 3,363
Marketing 4,990 3,158
Tax 963 954
Professional services 643 734
Product and shipping 263 2,635
Other accruals 590 1,350
Total accrued liabilities $ 12,448 $ 12,194
v3.22.4
Operating Leases - Additional Details (Details)
$ in Thousands
1 Months Ended 2 Months Ended 12 Months Ended
Jan. 31, 2022
USD ($)
ft²
Jan. 31, 2020
USD ($)
ft²
Oct. 31, 2022
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Lessee, Lease, Description [Line Items]          
Minimum lease payments       $ 5,770  
Operating lease costs       1,900 $ 1,800
Variable lease costs       300 300
Operating leases, future minimum payments due       5,307  
Operating leases, current, future minimum payments due       1,658 1,365
Operating leases, noncurrent, future minimum payments due       $ 3,649 $ 4,117
New Albany, Ohio          
Lessee, Lease, Description [Line Items]          
Operating lease, term of contract 62 months 63 months      
Area of real estate property | ft² 24,465 302,880      
Minimum lease payments $ 1,500 $ 7,900      
Lessee, operating lease, rent abatement period   3 months 2 months    
Rent expense, annual escalation, percent 3.00% 2.50%      
Operating lease, renewal term 5 years 5 years      
v3.22.4
Operating Leases - Lease Costs (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Leases [Abstract]    
Operating lease, payments $ 1,600 $ 1,500
Operating lease, weighted average remaining lease term 3 years 2 months 12 days  
Operating lease, weighted average discount rate, percent 4.70%  
v3.22.4
Operating Leases - Lease Liability (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
Leases [Abstract]  
2023 $ 1,876
2024 1,924
2025 1,408
2026 303
2027 259
Gross lease payments 5,770
Less: imputed interest (463)
Present value of net future minimum lease payments $ 5,307
v3.22.4
Variable Interest Entities (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Variable Interest Entity [Line Items]      
Current assets $ 216,595 $ 269,905  
Assets 366,341 420,585  
Liabilities 54,600 85,966  
Net income (loss) (65,678) (107,659) $ (18,114)
Variable Interest Entity, Primary Beneficiary      
Variable Interest Entity [Line Items]      
Current assets 7,500 2,200  
Assets 7,700 2,200  
Liabilities 3,700 3,000  
Payments for services 64,200 23,600 12,000
Net income (loss) $ 9,100 $ (3,300) $ (1,900)
v3.22.4
Fair Value Measurements - Schedule of Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Earn-out liabilities $ 2,975 $ 1,999
Fair Value, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets 169,630 243,771
Earn-out liabilities 2,975 1,999
Total liabilities 2,975 1,999
Fair Value, Recurring | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets 25,462 60,617
Earn-out liabilities 0 0
Total liabilities 0 0
Fair Value, Recurring | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets 144,168 183,154
Earn-out liabilities 0 0
Total liabilities 0 0
Fair Value, Recurring | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets 0 0
Earn-out liabilities 2,975 1,999
Total liabilities 2,975 1,999
Fair Value, Recurring | Corporate bonds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term investments 99,566 146,002
Fair Value, Recurring | Corporate bonds | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term investments 0 0
Fair Value, Recurring | Corporate bonds | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term investments 99,566 146,002
Fair Value, Recurring | Corporate bonds | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term investments 0 0
Fair Value, Recurring | Government bonds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term investments   29,488
Fair Value, Recurring | Government bonds | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term investments   0
Fair Value, Recurring | Government bonds | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term investments   29,488
Fair Value, Recurring | Government bonds | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term investments   0
Fair Value, Recurring | Government and government agency    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term investments 33,287  
Fair Value, Recurring | Government and government agency | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term investments 0  
Fair Value, Recurring | Government and government agency | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term investments 33,287  
Fair Value, Recurring | Government and government agency | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Short-term investments 0  
Fair Value, Recurring | Money market funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 24,606 59,761
Restricted cash 856 856
Fair Value, Recurring | Money market funds | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 24,606 59,761
Restricted cash 856 856
Fair Value, Recurring | Money market funds | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 0 0
Restricted cash 0 0
Fair Value, Recurring | Money market funds | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 0 0
Restricted cash 0 0
Fair Value, Recurring | Government bonds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 11,315 7,664
Fair Value, Recurring | Government bonds | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 0 0
Fair Value, Recurring | Government bonds | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 11,315 7,664
Fair Value, Recurring | Government bonds | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents $ 0 $ 0
v3.22.4
Fair Value Measurements - Fair Value Assumptions (Details) - Level 3 - Valuation, Income Approach - Honest Health Limited
Dec. 31, 2022
Revenue risk-adjusted discount rate  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Earn-out liability, measurement input 0.091
Revenue volatility  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Earn-out liability, measurement input 0.500
Counterparty discount rate  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Earn-out liability, measurement input 0.050
v3.22.4
Fair Value Measurements - Change in the Fair Value of Earn-out Liabilities (Details) - Earn-out Liability - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Beginning balance $ 1,999 $ 0
Change in fair value due to revaluation and service-based vesting 976 10,975
Reclassification to earn-out payable   (42,834)
Ending balance $ 2,975 1,999
Honest Health Limited    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Acquisition   1,208
Apostrophe    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Acquisition   $ 32,650
v3.22.4
Commitments and Contingencies - Purchase Obligations (Details)
$ in Millions
Dec. 31, 2022
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
Purchase obligation $ 1.4
Purchase obligation, payable in 2023 1.2
Purchase obligation, payable in 2024 $ 0.2
v3.22.4
Stockholders' Equity- Common Stock (Details)
Dec. 31, 2022
commonStockClass
Share-Based Payment Arrangement [Abstract]  
Number of classes of common stock 2
v3.22.4
Stockholders' Equity - RSU Releases (Details) - RSUs - Common Class A - shares
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Restricted stock issued during the period (in shares) 2,333,695 1,810,545 0
Share-based payment arrangement, shares withheld for tax withholding obligation (in shares) 701,584 620,759  
v3.22.4
Stockholders' Equity - 2017 Stock Plan and 2020 Equity Incentive Plan (Details) - USD ($)
$ in Millions
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Jan. 01, 2022
Jan. 31, 2022
Jan. 31, 2021
Sep. 30, 2022
Sep. 30, 2021
Sep. 30, 2022
Sep. 30, 2021
Dec. 31, 2022
Common Class A                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Stock issued during period, shares, employee stock purchase plans (in shares)       0 0 0 0 393,528
Stock options                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Expiration period (in years)               10 years
Common stock issuable under the ESPP                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Automatic percentage increase of authorized shares   1.00%            
Employee payroll deductions               $ 0.3
Common stock issuable under the ESPP | Common Class A                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Common stock, capital shares reserved for future issuance (in shares)     4,000,000         6,047,919
Number of shares available for grant (in shares)               5,654,391
Number of shares benchmark (in shares)   12,000,000            
Class A common stock automatically added to the reserve (in shares) 2,047,919              
Purchase price of common stock, percent     85.00%         85.00%
Maximum | Common stock issuable under the ESPP                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Offering period     27 months          
2020 Equity Incentive Plan                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Common stock, capital shares reserved for future issuance (in shares)     21,000,000         33,101,677
Percentage increase in authorized shares of common stock     5.00%          
Number of shares available for grant (in shares)               10,963,031
Class A common stock automatically added to the reserve (in shares) 10,239,599              
Stock Plan, 2017                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Number of additional shares authorized (in shares)     19,000,000          
Number of authorized shares transferred between plans (in shares)     1,862,078          
Number of shares available for grant (in shares)               0
v3.22.4
Stockholders' Equity - 2020 Employee Stock Purchase Plan (Details) - USD ($)
$ in Millions
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Jan. 01, 2022
Jan. 31, 2022
Jan. 31, 2021
Sep. 30, 2022
Sep. 30, 2021
Sep. 30, 2022
Sep. 30, 2021
Dec. 31, 2022
Common Class A                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Stock issued during period, shares, employee stock purchase plans (in shares)       0 0 0 0 393,528
Common stock issuable under the ESPP                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Automatic percentage increase of authorized shares   1.00%            
Employee payroll deductions               $ 0.3
Common stock issuable under the ESPP | Common Class A                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Common stock, capital shares reserved for future issuance (in shares)     4,000,000         6,047,919
Number of shares benchmark (in shares)   12,000,000            
Class A common stock automatically added to the reserve (in shares) 2,047,919              
Number of shares available for grant (in shares)               5,654,391
Purchase price of common stock, percent     85.00%         85.00%
Common stock issuable under the ESPP | Maximum                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Offering period     27 months          
v3.22.4
Stockholders' Equity - Stock Options Narrative (Details)
3 Months Ended 12 Months Ended
Feb. 24, 2022
USD ($)
$ / shares
shares
Jun. 17, 2020
USD ($)
$ / shares
shares
Mar. 31, 2022
USD ($)
Dec. 31, 2022
USD ($)
$ / shares
shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
$ / shares
Feb. 28, 2021
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Award vesting period (in years)       4 years      
Total stock-based compensation expense       $ 42,817,000 $ 67,211,000 $ 5,831,000  
Weighted average grant date fair value (in USD per share) | $ / shares       $ 2.44 $ 6.51 $ 3.49  
Intrinsic value of exercises during period       $ 6,300,000 $ 12,600,000 $ 700,000  
Chief Executive Officer              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Grant date fair value   $ 16,600,000          
Exercisable at the end of the period (in shares) | shares             3,246,139
Share-based payments arrangement, nonvested award, option, cost not yet recognized, amount       $ 1,800,000      
Options outstanding (in shares) | shares       1,623,070      
Chief Executive Officer | June 17, 2020 Grant One              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Award granted (in shares) | shares   3,246,139          
Awards granted (in USD per share) | $ / shares   $ 2.43          
Acquisition with shares consideration threshold (in USD per share) | $ / shares   $ 22.99          
Chief Executive Officer | June 17, 2020 Grant Two              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Award granted (in shares) | shares   1,623,070          
Awards granted (in USD per share) | $ / shares   $ 2.43          
Acquisition with shares consideration threshold (in USD per share) | $ / shares   $ 38.31          
Chief Executive Officer | February242022 Grant Member              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Award vesting period (in years) 4 years            
Award granted (in shares) | shares 2,085,640            
Awards granted (in USD per share) | $ / shares $ 5.01            
Grant date fair value $ 3,800,000            
Share-based payments arrangement, nonvested award, option, cost not yet recognized, amount       $ 2,600,000      
Share based payment arrangement option share price trigger (in USD per share) | $ / shares $ 10            
Share based payment arrangement option threshold trading (in days) $ 20            
Share-based payment arrangement, option, threshold consecutive trading days (in days) 30            
Employee              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Share-based payments arrangement, nonvested award, option, cost not yet recognized, amount       $ 22,700,000      
Stock options              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Expiration period (in years)       10 years      
Stock options | Chief Executive Officer              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition       1 year 3 months 14 days      
Stock options | Chief Executive Officer | June 17, 2020 Grant One              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Total stock-based compensation expense     $ 11,300,000        
Stock options | Chief Executive Officer | February242022 Grant Member              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Awards vesting rights, percentage 25.00%            
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition       3 years 1 month 24 days      
Stock options | New Employee              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Award vesting period (in years)       4 years      
Award vesting rights, monthly percentage       2.083%      
Stock options | New Employee | Share-based Payment Arrangement, Tranche One              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Award vesting period (in years)       1 year      
Awards vesting rights, percentage       25.00%      
Stock options | Current Employee              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Award vesting period (in years)       4 years      
Award vesting rights, monthly percentage       2.083%      
Stock options | Employee              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition       2 years 7 months 24 days      
v3.22.4
Stockholders' Equity - Weighted Average Fair Value Assumptions (Details) - Stock options
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected term (in years) 6 years 7 days 5 years 11 months 8 days 5 years 11 months 8 days
Expected volatility 48.00% 58.60% 62.30%
Risk-free interest rate 2.00% 0.90% 0.50%
Expected dividend yield 0.00% 0.00% 0.00%
v3.22.4
Stockholders' Equity- Option Activity (Details) - Employee, excluding CEO - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Shares    
Beginning balance (in shares) 10,401  
Granted (in shares) 6,321  
Exercised (in shares) (1,728)  
Forfeited and expired (in shares) (544)  
Ending balance (in shares) 14,450 10,401
Exercisable at the end of the period (in shares) 8,389  
Weighted Average Exercise Price    
Beginning balance (in USD per share) $ 4.01  
Granted (in USD per share) 5.10  
Exercised (in USD per share) 1.42  
Forfeited and expired (in USD per share) 6.97  
Ending balance (in USD per share) 4.68 $ 4.01
Exercisable at the end of the period (in USD per share) $ 3.81  
Weighted Average Contractual Period (in Years)    
Outstanding balance (in years) 7 years 11 months 23 days 7 years 8 months 23 days
Exercisable at the end of the period (in years) 7 years 1 month 28 days  
Aggregate Intrinsic Value    
Outstanding balance $ 35,771 $ 37,868
Exercisable at the end of the period $ 28,509  
v3.22.4
Stockholders' Equity - Exercise Price Range of Options Outstanding and Exercisable (Details) - $ / shares
shares in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Options Outstanding    
Shares (in shares) 14,450 10,401
Options Exercisable    
Shares (in shares) 8,389 8,974
$0.06 – 0.40    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Share-based payments arrangement, option, exercise price range, lower range limit (in dollars per share) $ 0.06 $ 0.06
Share-based payments arrangement, option, exercise price range, upper range limit (in dollars per share) $ 0.40 $ 0.40
Options Outstanding    
Shares (in shares) 1,830 2,309
Weighted Average Remaining Contractual Life (in Years) 5 years 2 months 15 days 5 years 7 months 20 days
Options Exercisable    
Shares (in shares) 1,830 2,308
Weighted Average Remaining Contractual Life (in Years) 5 years 2 months 15 days 5 years 7 months 20 days
1.55 – 1.75    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Share-based payments arrangement, option, exercise price range, lower range limit (in dollars per share) $ 1.55 $ 1.55
Share-based payments arrangement, option, exercise price range, upper range limit (in dollars per share) $ 1.75 $ 1.75
Options Outstanding    
Shares (in shares) 959 2,120
Weighted Average Remaining Contractual Life (in Years) 6 years 5 months 4 days 7 years 4 months 2 days
Options Exercisable    
Shares (in shares) 959 2,006
Weighted Average Remaining Contractual Life (in Years) 6 years 5 months 4 days 7 years 4 months 2 days
2.43 – 3.11    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Share-based payments arrangement, option, exercise price range, lower range limit (in dollars per share) $ 2.43 $ 2.43
Share-based payments arrangement, option, exercise price range, upper range limit (in dollars per share) $ 3.11  
Options Outstanding    
Shares (in shares) 3,037 3,242
Weighted Average Remaining Contractual Life (in Years) 7 years 6 months 8 years 5 months 1 day
Options Exercisable    
Shares (in shares) 2,921 3,241
Weighted Average Remaining Contractual Life (in Years) 7 years 5 months 1 day 8 years 5 months 1 day
5.01 – 6.82    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Share-based payments arrangement, option, exercise price range, lower range limit (in dollars per share) $ 5.01  
Share-based payments arrangement, option, exercise price range, upper range limit (in dollars per share) $ 6.82  
Options Outstanding    
Shares (in shares) 6,190  
Weighted Average Remaining Contractual Life (in Years) 9 years 2 months 15 days  
Options Exercisable    
Shares (in shares) 977  
Weighted Average Remaining Contractual Life (in Years) 9 years 2 months 1 day  
8.13 – 9.41    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Share-based payments arrangement, option, exercise price range, lower range limit (in dollars per share) $ 8.13 $ 8.13
Share-based payments arrangement, option, exercise price range, upper range limit (in dollars per share) $ 9.41 $ 9.41
Options Outstanding    
Shares (in shares) 1,569 1,756
Weighted Average Remaining Contractual Life (in Years) 8 years 1 month 17 days 8 years 9 months 25 days
Options Exercisable    
Shares (in shares) 1,301 1,291
Weighted Average Remaining Contractual Life (in Years) 8 years 14 days 8 years 6 months 14 days
12.21 – 15.17    
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Share-based payments arrangement, option, exercise price range, lower range limit (in dollars per share) $ 12.21 $ 12.21
Share-based payments arrangement, option, exercise price range, upper range limit (in dollars per share) $ 15.17 $ 15.17
Options Outstanding    
Shares (in shares) 865 974
Weighted Average Remaining Contractual Life (in Years) 8 years 2 months 8 days 9 years 3 months 10 days
Options Exercisable    
Shares (in shares) 401 128
Weighted Average Remaining Contractual Life (in Years) 8 years 10 days 9 years 7 days
v3.22.4
Stockholders' Equity - RSUs Narrative (Details) - USD ($)
$ in Millions
1 Months Ended 12 Months Ended
Jan. 31, 2021
Dec. 31, 2022
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Award vesting period (in years)   4 years  
RSUs      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Award vesting period (in years)   4 years  
Granted (in shares)   10,536,000 45,297
Vested (in shares)   2,294,000  
Share-based payment arrangement, nonvested award, excluding option, cost not yet recognized, amount   $ 59.1  
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition   3 years 7 days  
RSUs | Share-based Payment Arrangement, Tranche One      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Award vesting period (in years)   1 year  
Awards vesting rights, percentage   25.00%  
RSUs | Officer      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Granted (in shares)   15,099  
Earn Out Restricted Stock Units      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vested (in shares)   317,539  
Earn Out Restricted Stock Units | Chief Executive Officer      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Granted (in shares)   476,308  
Earn Out Restricted Stock Units | Officer      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Granted (in shares) 4,431 1,477  
Parent Warrant Restricted Stock Units      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vested (in shares)   6,319  
Parent Warrant Restricted Stock Units | Chief Executive Officer      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Granted (in shares)   9,478  
Parent Warrant Restricted Stock Units | Officer      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Granted (in shares) 88 30  
v3.22.4
Stockholders' Equity - RSUs Activity (Details) - RSUs - $ / shares
12 Months Ended
Dec. 31, 2022
Dec. 31, 2020
Shares    
Beginning balance (in shares) 3,982,000  
Granted (in shares) 10,536,000 45,297
Vested (in shares) (2,294,000)  
Forfeited and expired (in shares) (623,000)  
Ending balance (in shares) 11,601,000  
Weighted Average Grant Date Fair Value    
Beginning balance (in dollars per share) $ 11.55  
Granted (in dollars per share) 4.97  
Vested (in dollars per share) 8.86  
Forfeited and expired (in dollars per share) 8.05  
Ending balance (in dollars per share) $ 6.40  
v3.22.4
Stockholders' Equity - Vendor Warrants Narrative (Details) - Vendor Warrants
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2022
USD ($)
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Stock outstanding and exercisable (in shares) 462,335
Exercisable and outstanding, weighted average exercise price (in usd per share) | $ / shares $ 1.75
Exercisable and outstanding, weighted average remaining contractual terms 7 years 3 days
Exercisable and outstanding, aggregate intrinsic value | $ $ 2,200
Beginning balance (in shares) 462,335
Exercisable at the end of period (in shares) 462,335
Earn-Out Consideration  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Class of warrant or right, number securities called by warrants or rights (in shares) 45,225
Pre Merger Debt Agreement  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Stock outstanding and exercisable (in shares) 98,723
Exercisable and outstanding, weighted average exercise price (in usd per share) | $ / shares $ 6.96
Exercisable and outstanding, weighted average remaining contractual terms 6 years 8 months 15 days
Exercisable and outstanding, aggregate intrinsic value | $ $ 0
Beginning balance (in shares) 98,723
Exercisable at the end of period (in shares) 98,723
v3.22.4
Stockholders' Equity - Stock Subject to Vesting and Earn-out Share Liability (Details) - USD ($)
$ in Millions
1 Months Ended 12 Months Ended
Jul. 31, 2021
Jun. 30, 2021
Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Award vesting period (in years)     4 years
Restricted Stock | Honest Health Limited      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Share-based payment arrangement, nonvested award, cost not yet recognized, amount     $ 3.6
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition     2 years 4 months 9 days
Restricted Stock | Apostrophe      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Share-based payment arrangement, nonvested award, cost not yet recognized, amount     $ 12.1
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition     1 year 6 months
Restricted Stock | Employee | Honest Health Limited      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Award vesting period (in years)   4 years  
Restricted Stock | Employee | Honest Health Limited | Share-based Payment Arrangement, Tranche One      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Award vesting period (in years)   1 year  
Awards vesting rights, percentage   25.00%  
Restricted Stock | Employee | Honest Health Limited | Common Class A      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Granted (in shares)   447,553  
Aggregate grant date fair value   $ 5.5  
Restricted Stock | Employee | Apostrophe      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Award vesting period (in years) 3 years    
Restricted Stock | Employee | Apostrophe | Share-based Payment Arrangement, Tranche One      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Award vesting period (in years) 6 months    
Awards vesting rights, percentage 17.00%    
Restricted Stock | Employee | Apostrophe | Common Class A      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Granted (in shares) 2,332,557    
Aggregate grant date fair value $ 24.2    
v3.22.4
Stockholders' Equity - Summary of Stock-Based Compensation Expense for Employees and Nonemployees (Details) - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense $ 42,817,000 $ 67,211,000 $ 5,831,000
Share-based payment arrangement, amount capitalized 600,000 700,000 0
Marketing      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense 4,648,000 9,664,000 1,172,000
Operations and support      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense 2,684,000 2,735,000 155,000
Technology and development      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense 4,327,000 4,481,000 269,000
General and administrative      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense $ 31,158,000 $ 50,331,000 $ 4,235,000
v3.22.4
Stockholders' Equity - Acquisitions (Details) - Common Class A - shares
1 Months Ended
Jun. 11, 2021
Jul. 31, 2021
Honest Health Limited    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Issuance of common stock for acquisition of businesses (in shares) 177,327  
Apostrophe    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Issuance of common stock for acquisition of businesses (in shares)   5,742,378
v3.22.4
Related-Party Transactions (Details) - Affiliated Entity - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Related Party Transaction [Line Items]      
Related party transaction, expenses from transactions with related party $ 3.6 $ 3.5 $ 3.4
Identity Verification Services      
Related Party Transaction [Line Items]      
Related party transaction, expenses from transactions with related party $ 1.0 $ 0.7  
Identity Verification Services | Maximum      
Related Party Transaction [Line Items]      
Related party transaction, expenses from transactions with related party     $ 0.1
v3.22.4
Basic and Diluted Net Loss per Share - Additional Information (Details) - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]      
Dividends, common stock $ 0 $ 0 $ 0
Antidilutive securities excluded from computation of earnings per share (in shares)   0  
Common Class A Redeemable Stock      
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]      
Shares subject to redemption (in shares)     165,133
Common Redeemable Stock      
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]      
Antidilutive securities excluded from computation of earnings per share (in shares) 0    
v3.22.4
Basic and Diluted Net Loss per Share - Computation of Basic and Diluted Net Loss per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Numerator:      
Net loss attributable to common stockholders $ (65,678) $ (107,659) $ (18,114)
Denominator:      
Weighted average shares outstanding, basic (in shares) 204,516,120 186,781,537 35,353,809
Weighted average shares outstanding, diluted (in shares) 204,516,120 186,781,537 35,353,809
Basic net loss per share (in USD per share) $ (0.32) $ (0.58) $ (0.51)
Diluted net loss per share (in USD per share) $ (0.32) $ (0.58) $ (0.51)
Common Class A      
Numerator:      
Net loss attributable to common stockholders $ (62,988) $ (103,082) $ (14,558)
Denominator:      
Weighted average shares outstanding, basic (in shares) 196,138,497 178,840,009 28,412,457
Weighted average shares outstanding, diluted (in shares) 196,138,497 178,840,009 28,412,457
Basic net loss per share (in USD per share) $ (0.32) $ (0.58) $ (0.51)
Diluted net loss per share (in USD per share) $ (0.32) $ (0.58) $ (0.51)
Common Class V      
Numerator:      
Net loss attributable to common stockholders $ (2,690) $ (4,577)  
Denominator:      
Weighted average shares outstanding, basic (in shares) 8,377,623 7,941,528  
Weighted average shares outstanding, diluted (in shares) 8,377,623 7,941,528  
Basic net loss per share (in USD per share) $ (0.32) $ (0.58)  
Diluted net loss per share (in USD per share) $ (0.32) $ (0.58)  
Common Class F      
Numerator:      
Net loss attributable to common stockholders     $ (3,556)
Denominator:      
Weighted average shares outstanding, basic (in shares)     6,941,352
Weighted average shares outstanding, diluted (in shares)     6,941,352
Basic net loss per share (in USD per share)     $ (0.51)
Diluted net loss per share (in USD per share)     $ (0.51)
v3.22.4
Basic and Diluted Net Loss per Share - Schedule of Excluded Antidilutive Securities (Details) - shares
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share (in shares)   0  
Common stock issued for exercise of stock options subject to nonrecourse promissory notes      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share (in shares) 0 874,312 16,514,103
Common stock issued for early exercise of stock options      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share (in shares) 70,257 196,431 99,548
Redeemable Convertible Preferred Stock      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share (in shares) 0 4,858,176 90,268,364
Stock options      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share (in shares) 20,470,391 16,345,661 11,509,177
RSUs      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share (in shares) 8,778,890 4,081,026 114,624
Warrants | Common Class A      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share (in shares) 561,058 4,778,003 1,767,451
Warrants | Redeemable Convertible Preferred Stock      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share (in shares) 0 0 931,668
Common stock issued subject to vesting      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share (in shares) 2,027,852 1,419,613 0
Common stock issuable under the ESPP      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share (in shares) 603,603 136,538 0
v3.22.4
Income Taxes - Loss Before Provision for Income Taxes (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Tax Disclosure [Abstract]      
Domestic $ (62,539) $ (109,393) $ (16,934)
Foreign (3,170) (1,402) (1,053)
Loss before income taxes $ (65,709) $ (110,795) $ (17,987)
v3.22.4
Income Taxes - Components Attributable to the Provision for Income Taxes (Details) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Current:      
Federal $ 0 $ 0 $ 0
State 563 252 127
Foreign 0 0 0
Total current provision 563 252 127
Deferred:      
Federal (339) (2,280) 0
State (110) (966) 0
Foreign (145) (142) 0
Total deferred benefit (594) (3,388) 0
Total (benefit) provision for income taxes $ (31) $ (3,136) $ 127
v3.22.4
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Tax Disclosure [Abstract]      
Tax benefit at federal statutory rate $ (13,799) $ (23,267) $ (3,777)
State taxes, net of federal benefits (609) (3,498) (364)
Transaction costs (731) 369 0
Stock-based compensation 3,897 2,018 698
Warrants and earn-outs (15) (1,710) (403)
Non-deductible officers' compensation 2,881 8,352 0
Change in valuation allowance 7,794 15,971 3,948
Other, net 551 (1,371) 25
Total (benefit) provision for income taxes $ (31) $ (3,136) $ 127
v3.22.4
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Deferred tax assets:    
Net operating loss carryforwards $ 67,214 $ 61,640
Accrued expenses and reserves 1,952 1,245
Stock-based compensation 4,079 4,130
Inventory 2,338 2,214
Other intangibles 487 49
Deferred revenue 17 0
Operating lease liabilities 1,382 1,441
Other deferred tax assets 553 456
Total gross deferred tax assets 78,022 71,175
Less valuation allowance (69,357) (61,328)
Total deferred tax assets 8,665 9,847
Deferred tax liabilities:    
Other intangibles (5,623) (6,933)
Fixed assets (1,722) (2,088)
Operating lease right-of-use assets (1,285) (1,343)
Other deferred tax liabilities (70) (112)
Total deferred tax liabilities (8,700) (10,476)
Net deferred tax liabilities $ (35) $ (629)
v3.22.4
Income Taxes - Additional Details (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Income Tax Contingency [Line Items]    
Valuation allowance, deferred tax asset, increase (decrease), amount $ 8.0 $ 16.8
Operating loss carryforwards, domestic 245.6  
Operating loss carryforwards, state 204.2  
Operating loss carryforwards, foreign 5.9  
Apostrophe    
Income Tax Contingency [Line Items]    
Valuation allowance, deferred tax asset, release   $ 3.1
Federal    
Income Tax Contingency [Line Items]    
Operating loss carryforwards, not subject to expiration 238.8  
State    
Income Tax Contingency [Line Items]    
Operating loss carryforwards, not subject to expiration 19.8  
Foreign    
Income Tax Contingency [Line Items]    
Operating loss carryforwards, not subject to expiration $ 5.9