Hinge Health Inc-A美股招股说明书(2025-05-23版)

13,666,000 Shares Class A Common Stock Hinge Health, Inc. is offering 8,522,528 shares of its Class A common stock and the selling stockholders identified in this prospectus are offering anaggregate of 5,143,472 shares of Class A common stock. This is our initial public offering and no public market currently exists for shares of our Class Acommon stock. We will not receive any proceeds from the sale of shares of Class A common stock by any of the selling stockholders. The initial publicoffering price per share of our Class A common stock is $32.00. We have been approved to list our Class A common stock on the New York Stock Exchange under the symbol “HNGE.” Following this offering, we will have two series of common stock, Class A common stock and Class B common stock (collectively, our “common stock”).The rights of holders of our Class A common stock and Class B common stock will be identical, except with respect to voting and conversion rights. Eachshare of Class A common stock will be entitled to one vote. Each share of Class B common stock will be entitled to 15 votes and will be convertible at anytime into one share of Class A common stock. The holders of outstanding shares of our Class B common stock and Series E preferred stock (as definedbelow) will hold approximately 97.1% of the voting power of our outstanding capital stock after the completion of this offering, with our directors,executive officers, and 5% stockholders and their respective affiliates holding approximately 87.5% of the voting power, assuming no exercise of theunderwriters’ option to purchase additional shares. We will also have one series of preferred stock that remains outstanding, which will consist of half of our Series E redeemable convertible preferred stock(our “Series E preferred stock”) originally issued to investors. The rights of the holders of our Series E preferred stock will include anti-dilutionprotection, a liquidation preference, and a dividend preference. Each share of our Series E preferred stock will initially be convertible into one share ofour Class B common stock (subject to anti-dilution adjustments) at the option of the holder. Each share of our Series E preferred stock will not beconvertible into Class B common stock and will instead be convertible into Class A common stock upon the occurrence of certain conditions related to thetiming of conversion, changes in ownership amounts, and the identity of the holder. See the section titled “Description of Capital Stock” for additionalinformation regarding the rights of the holders of our Series E preferred stock. We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced publiccompany reporting requirements for this prospectus and future filings. Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 26 to read about factors youshould consider before deciding to invest in our Class A common stock. PRICE $32.00 A SHARE (1)See the section titled “Underwriters” for additional information regarding compensation payable to the underwriters.(2)Before expenses. The underwriters have the option for a period of 30 days to purchase up to an additional 2,049,900 shares of our Class A common stock from the sellingstockholders at the initial public offering price less the underwriting discounts and commissions. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities or determined if thisprospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of Class A common stock to purchasers on May 23, 2025. Table of Contents TABLE OF CONTENTS As used in this prospectus, unless the context otherwise requires, references to “Hinge Health,” the “company,”“we,” “us,” “our,” and similar terms refer to Hinge Health, Inc., and, where appropriate, its subsidiaries, taken as awhole, and its predecessor, Marblar Limited. “Hinge Health,” the Hinge Health logos, and other trade names, trademarks, or service marks of Hinge Healthappearing in this prospectus are the property of Hinge Health, Inc. Other trade names, trademarks, or service marksappearing in this prospectus are the property of their respective holders. We do not intend our use or display of othercompanies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorshipof us by, these other companies. Solely for convenience, trade names, trademarks, and service marks referred to inthis prospectus appear without the®,™, andSMsymbols, but those references are not intended to indicate, in anyway, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner willnot assert its rights, to these trade names, trademarks, and service marks. Numerical figures included in this prospect