FIGS, Inc. Files 8-K Report

TL;DR

FIGS filed an 8-K, check for updates.

AI Summary

On January 13, 2025, FIGS, Inc. filed an 8-K report. The filing primarily concerns "Other Events" and does not detail specific transactions or financial figures within the provided text. The report was filed on January 14, 2025, with the SEC.

Why It Matters

This 8-K filing indicates that FIGS, Inc. has submitted a current report to the SEC, which may contain material updates for investors.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report and does not, in itself, indicate any immediate financial distress or significant negative events.

Key Players & Entities

• FIGS, Inc. (company) — Registrant
• 0001628280-25-001440 (accession_number) — Filing Accession Number
• 20250113 (date) — Date of earliest event reported
• 20250114 (date) — Filing Date
• 2834 Colorado Avenue, Suite 100, Santa Monica, California 90404 (address) — Principal Executive Offices
• (424) 300-8330 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $0.0001 — which registered Class A common stock, $0.0001 par value per share FIGS New York Stock

Filing Documents

• figs-20250113.htm (8-K) — 40KB
• 0001628280-25-001440.txt ( ) — 167KB
• figs-20250113.xsd (EX-101.SCH) — 2KB
• figs-20250113_lab.xml (EX-101.LAB) — 22KB
• figs-20250113_pre.xml (EX-101.PRE) — 13KB
• figs-20250113_htm.xml (XML) — 3KB

01 Other Events

Item 8.01 Other Events. Binding Term Sheet On January 13, 2025 (the " Term Sheet Date "), FIGS, Inc. (the " Company ") entered into a Binding Term Sheet (the " Term Sheet ") with Baron Capital Management, Inc. (" BCM ") and BAMCO, Inc. (" BAMCO " and, together with BCM, " Baron "), pursuant to which the Company and Baron (i) entered into certain agreements and (ii) memorialized certain terms to be set forth in a stockholders agreement (the " SHA "), in each case, as further summarized below. The parties have agreed to execute the SHA as promptly as practicable following the Term Sheet Date. Standstill Restrictions From and after January 13, 2025 until the date that Baron and its affiliates (collectively, the " Stockholder Group ") cease to hold at least 17.5% of the outstanding shares of the Company's Class A common stock, $0.0001 par value per share (" Class A Common Stock "), Baron has agreed that it will not, and it will cause its affiliates not to, purchase any equity securities of the Company without the Company's prior written consent. This restriction does not apply to the shares of Class A Common Stock that Baron has acquired, and may acquire, under that certain Put-Call Agreement, dated as of January 7, 2025, by and among BAMCO, Thomas J. Tull and certain other parties thereto (such shares, the " Put-Call Shares "). Additionally, from January 13, 2025 until the earlier to occur of (i) the time and date of the Final Conversion Event (as defined in Section 7.4 of Article IV.A. of the Amended and Restated Certificate of Incorporation of the Company dated June 1, 2021), (ii) the date that Catherine Spear ceases to be the Chief Executive Officer or Co-Chief Executive Officer of the Company and (iii) the date that the Stockholder Group ceases to hold at least 17.5% of the outstanding shares of Class A Common Stock (such period, the " Standstill Period "), the Stockholder Group must abide by certain other standstill restrictions, including restrictions o

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K (this " Report ") contains various forward-looking statements about the Company within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that are based on current management expectations, and which involve substantial risks and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, such forward-looking statements. All statements contained in this Report that do not relate to matters of historical fact should be considered forward-looking. These forward-looking statements generally are identified by the words "anticipate", "believe", "contemplate", "continue", "could", "estimate", "expect", "forecast", "future", "intend", "may", "might", "opportunity", "outlook", "plan", "possible", "potential", "predict", "project," "should", "strategy", "strive", "target", "will" or "would", the negative of these words or other similar terms or expressions. The absence of these words does not mean that a statement is not forward-looking. These forward-looking statements address various matters, including the Company's expectation of entering into the SHA with Baron and the future rights, obligations and relationship between the parties, including pursuant to the Term Sheet and SHA, all of which reflect the Company's expectations based upon currently available information and data. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, the Company's actual results, performance or achievements may differ materially from those expressed or implied by the forward-looking statements, and you are cautioned not to place undue reliance on these forward-looking statements. The following important factors and uncertainties, among others, could cause actual results, performance or achievements to differ materially from those described in these forward-looking statements: the

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FIGS, INC. Date: January 14, 2025 By: /s/ Todd Maron Name: Todd Maron Title: Chief Legal Officer