Item 1.01. Entry into a Material Definitive Agreement.

Indemnification Agreements

New Hims entered, and expects to continue to enter into, indemnification agreements with its directors, executive officers and other employees as determined by the board of directors (the "Board"). Each indemnification agreement provides for indemnification and advancements by New Hims of certain expenses and costs, if the basis of the indemnitee's involvement was by reason of the fact that the indemnitee is or was a director, officer, employee or agent of New Hims or any of its subsidiaries or was serving at New Hims' request in an official capacity for another entity, to the fullest extent permitted by the laws of the state of Delaware.

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The foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by the full text of the indemnification agreements, a form of which is attached hereto as Exhibit 10.8 and is incorporated herein by reference.

Share Exchange Agreement

On January 21, 2021, in connection with the Hims Recapitalization prior to the Closing, New Hims, Hims, the CEO and certain CEO Affiliates entered into that certain Share Exchange Agreement pursuant to which a portion of the outstanding shares of Hims Class A Common Stock held by the CEO Group were exchanged for shares of Hims Class V Common Stock. Under the terms of the Share Exchange Agreement, New Hims agreed to treat the share exchange as a tax-free transaction and agreed to indemnify the CEO Group for taxes and any applicable penalties and associated costs if such exchange is not tax free. In accordance with the Merger Agreement, the Hims Class V Common Stock received by the CEO Group in the exchange will convert into the right to receive shares of New Hims Class V Common Stock.

The New Hims V Common Stock will be entitled to dividends and will rank equally to the New Hims Class A Common Stock upon any liquidation. Each share of New Hims Class V Common Stock will be entitled to 175 votes per share. Immediately following the Closing, and by virtue of his holdings of New Hims Class A Common Stock and New Hims Class V Common Stock, the CEO Group is expected to hold, directly or indirectly, approximately 90% of the voting power of the capital stock of New Hims on a fully-diluted basis.

The foregoing description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by the full text of the Share Exchange Agreement, which is attached hereto as Exhibit 10.17

Sponsor Registration Rights Agreement

On January 20, 2021, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, New Hims and Oaktree Acquisition Holdings, L.P. (the "Sponsor") entered into that certain . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference. On January 19, 2021, the Business Combination was approved by the shareholders of OAC at the extraordinary general meeting of shareholders (the "Shareholder Meeting"). The Business Combination was completed on January 20, 2021.



              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Current Report on Form 8-K, or some of the information incorporated herein by reference, may be considered forward-looking statements. Forward-looking statements generally relate to future events or New Hims' future financial or operating performance, business strategy and objectives of management for future operations. For example, statements about the benefits of the Business Combination, the competitive environment, and the expected future performance (including future revenue) and market opportunities of New Hims are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.

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These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by New Hims and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted against New Hims; (2) the ability to recognize the anticipated benefits of the Business Combination; (3) costs related to the Business Combination; (4) changes in applicable laws or regulations; (5) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; (6) the limited operating history of New Hims; (7) the New Hims business is subject to significant governmental regulation; (8) the New Hims business may not successfully expand into other markets, including womens' health; (9) the possibility that COVID-19 may adversely affect the results of operations, financial position and cash flows of New Hims, (10) New Hims' financial and business performance following the Business Combination, including financial projections and business metrics and (11) other risks and uncertainties set forth in the section entitled " Risk Factors " beginning on page 37 of the . . .

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth in the "Introductory Note" above is incorporated herein by reference. The securities issued in connection with the Business Combination and PIPE Investment were not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 3.03. Material Modification to Rights of Security Holders.

On January 20, 2021, in connection with the consummation of the Business Combination, New Hims filed its certificate of incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware and adopted its bylaws (the "Bylaws").

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Copies of the Certificate of Incorporation and the Bylaws are included as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 4.01. Change in the Registrant's Certifying Accountant.

On January 25, 2021, the audit committee of the Board approved a resolution appointing KPMG LLP ("KPMG") as New Hims' independent registered public accounting firm to audit New Hims' consolidated financial statements for the fiscal year ending December 31, 2021. KPMG served as the independent registered public accounting firm of Hims prior to the Business Combination. Accordingly, WithumSmith + Brown, PC ("Withum"), OAC's independent registered public accounting firm prior to the Business Combination, was informed that it would be replaced by KPMG as New Hims' independent registered public accounting firm, effective upon completion of its audit of New Hims' consolidated financial statements for the fiscal year ending December 31, 2020, which consist only of the accounts of the pre-Business Combination Special Purpose Acquisition Company.

The reports of Withum on OAC's financial statements as of and for the two most recent fiscal years (ending December 31, 2019 and December 31, 2018) did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles.

During OAC's two most recent fiscal years (ending December 31, 2019 and December 31, 2018) and the subsequent interim period through January 20, 2021, there were no disagreements between OAC and Withum on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused it to make reference to the subject matter of the disagreements in its reports on OAC's financial statements for such years.

During OAC's two most recent fiscal years (ending December 31, 2019 and December 31, 2018) and the subsequent interim period through January 20, 2021, there were no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the "Exchange Act")).

New Hims provided Withum with a copy of the foregoing disclosures and has requested that Withum furnish Hims & Hers Health with a letter addressed to the SEC stating whether it agrees with the statements made by New Hims set forth above. A copy of Withum's letter, dated on January 26, 2021, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

During the fiscal years ending December 31, 2019 and December 31, 2018 and the subsequent interim periods through January 20, 2021, neither New Hims, nor any party on behalf of New Hims, consulted with KPMG with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of the audit opinion that might be rendered with respect to New Hims' consolidated financial statements, and no written report or oral advice was provided to New Hims by KPMG that was an important factor considered by New Hims in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was subject to any disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Item 5.01 Changes in Control of Registrant.

The information set forth above in the "Introductory Note" and Item 2.01 is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

The information set forth above in the sections titled "Directors and Executive Officers," "Director Independence," "Committees of the Board of Directors" and "Executive Compensation" in Item 2.01 are incorporated herein by reference.

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In addition, the Incentive Plan became effective upon the Closing. The material terms of the Incentive Plan are described in the Proxy Statement/Prospectus in the section entitled " Incentive Equity Plan Proposal , " which is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

The disclosure set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.06. Change in Shell Company Status.

As a result of the Business Combination, New Hims ceased being a shell company. The material terms of the Business Combination are described in the section entitled " Business Combination Proposal " of the Proxy Statement/Prospectus, and are incorporated herein by reference. Further, the information set forth in the "Introductory Note" and under Item 2.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






  (a) Financial Statements of Business Acquired.

The unaudited financial statements of Hims as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019 and the audited financial statements as of December 31, 2019 and 2018 and for the years ended December 31, 2019 and 2018 are set forth in the Proxy Statement/Prospectus beginning on page F-40 and are incorporated herein by reference.





  (b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information of OAC and Hims as of September 30, 2020 and for the year ended December 31, 2019 and the nine months ended September 30, 2020 is set forth in Exhibit 99.1 hereto and is incorporated herein by reference.





  (c) Exhibits




Exhibit
  No.       Description

2.1†          Agreement and Plan of Merger, dated as of September  30, 2020, by
            and among Oaktree Acquisition Corp., Rx Merger Sub, Inc., and Hims,
            Inc. (incorporated by reference to Exhibit 2.1 to the Company's
            Current Report on Form 8-K (File No. 001-38986), filed with the SEC on
            October 1, 2020)

3.1           Certificate of Incorporation of Hims & Hers Health, Inc.

3.2           Bylaws of Hims & Hers Health, Inc.

4.1           Specimen Warrant Certificate of Hims  & Hers Health (incorporated by
            reference to Exhibit 4.3 to Oaktree Acquisition Corp.'s Registration
            Statement on Form S-1/A (Registration No.  333-232444), filed with the
            SEC on July 16, 2019)

4.2           Warrant Agreement between Continental Stock Transfer  & Trust
            Company and Oaktree Acquisition Corp. (incorporated by reference to
            Exhibit 4.4 to Oaktree Acquisition Corp.'s Registration Statement on
            Form S-1/A (Registration No. 333-232444), filed with the SEC on
            July 16, 2019)

4.3           Certificate of Corporate Domestication of Oaktree Acquisition Corp.


10.1          Sponsor Agreement, dated as of September  30, 2020, by and among
            Oaktree Acquisition Holdings, L.P., Oaktree Acquisition Corp. and
            Hims, Inc. (incorporated by reference to Exhibit 10.1 to the Oaktree
            Acquisition Corp.'s Current Report on Form 8-K (File No. 001-38986),
            filed with the SEC on October 1, 2020)

10.2          Form of Subscription Agreement (incorporated by reference to Exhibit
            10.2 to the Company's Current Report on Form 8-K (Registration
            No. 001-38986), filed with the SEC on October 1, 2020)

10.3          Form of Support Agreement (incorporated by reference to Exhibit 10.3
            to the Oaktree Acquisition Corp.'s Current Report on Form 8-K
            (Registration No. 001-38986), filed with the SEC on October 1, 2020)

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10.4         Registration Rights Agreement, dated as of January 20, 2021, by and
           among Hims & Hers Health, Inc. and Oaktree Acquisition Holdings, L.P.


10.5         Amended and Restated Investors' Rights Agreement, dated as of
           September 30, 2020, by and among Hims  & Hers Health and the Hims, Inc.
           stockholders party thereto (incorporated by reference to Exhibit 10.4
           to Oaktree Acquisition Corp.'s Current Report on Form 8-K (File
           No. 001-38986), filed with the SEC on October 1, 2020)

10.6         Hims & Hers Health, Inc. 2020 Equity Incentive Plan and forms of
           agreement thereunder

10.7         Hims & Hers Health, Inc. 2020 Employee Stock Purchase Plan

10.8         Form of Indemnification Agreement (incorporated by reference to
           Exhibit 10.8 to Oaktree Acquisition Corp.'s Registration Statement on
           Form S-4/A (Registration No. 333-249622), filed with the SEC on
           December 22, 2020)

10.9         Second Amended and Restated Loan and Security Agreement, dated
           November  27, 2019, by and between Hims, Inc. and Silicon Valley Bank
           (incorporated by reference to Exhibit 10.9 to Oaktree Acquisition
           Corp.'s Registration Statement on Form S-4/A (Registration
           No. 333-249622), filed with the SEC on December 2, 2020)

10.10†† Plain English Growth Capital Loan and Security Agreement, dated

November  27, 2019, by and between Hims, Inc. and Triplepoint Venture
           Growth BDC Corp (incorporated by reference to Exhibit 10.10 to Oaktree
           Acquisition Corp.'s Registration Statement on Form S-4/A (Registration
           No. 333-249622), filed with the SEC on December 2, 2020)

10.11        Change in Control and Severance Agreement, dated as of December  21,
           2020, by and between Hims, Inc. and Spencer Lee (incorporated by
           reference to Exhibit 10.15 to Oaktree Acquisition Corp.'s Registration
           Statement on Form S-4/A (Registration No. 333-249622), filed with the
           SEC on December 22, 2020)

10.12        Change in Control and Severance Agreement, dated as of December  21,
           2020, by and between Hims, Inc. and Andrew Dudum (incorporated by
           reference to Exhibit 10.16 to Oaktree Acquisition Corp.'s Registration
           Statement on Form S-4/A (Registration No. 333-249622), filed with the
           SEC on December 22, 2020)

10.13        Change in Control and Severance Agreement, dated as of December 21,
           2020, by and between Hims, Inc. and Melissa Baird

10.14        Employment Agreement, dated as of December  21, 2020, by and between
           Hims, Inc. and Spencer Lee (incorporated by reference to Exhibit 10.17
           to Oaktree Acquisition Corp.'s Registration Statement on Form S-4/A
           (Registration No. 333-249622), filed with the SEC on December 22, 2020)


10.15        Employment Agreement, dated as of December  21, 2020, by and between
           Hims, Inc. and Andrew Dudum (incorporated by reference to Exhibit 10.18
           to Oaktree Acquisition Corp.'s Registration Statement on Form S-4/A
           (Registration No. 333-249622), filed with the SEC on December 22, 2020)


10.16        Employment Agreement, dated as of January 14, 2021, by and between
           Hims, Inc. and Melissa Baird

10.17        Share Exchange Agreement, dated as of January 20, 2021, by and among
           Hims, Inc., Oaktree Acquisition Corp., Andrew Dudum and the Andrew
           Dudum 2015 Trust, Date July 2, 2015

10.18        Hims, Inc. 2017 Stock Plan and forms of agreement thereunder

16.1         Letter from WithumSmith+Brown, PC to the SEC, dated January 26,
           2021.

21.1         List of Subsidiaries

99.1         Unaudited Pro Forma Condensed Combined Financial Information of the
           Company at September 30, 2020

** Portions of this exhibit have been omitted pursuant to Item 601(b)(10) of


    Regulation S-K. The Company agrees to furnish to the Securities and Exchange
    Commission a copy of any omitted portions of the exhibit upon request.

† Schedules and exhibits to this agreement have been omitted pursuant to Item


    601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit
    will be furnished to the SEC upon request.

†† Certain confidential portions (indicated by brackets and asterisks) have been

omitted from this exhibit.

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