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

We have been approved to list our ClassA common stock on the New York Stock Exchange under the symbol “HNGE.” Following this offering, we will have two series of common stock, ClassA common stock and ClassB common stock (collectively, our “common stock”). The rights ofholders of our ClassA common stock and ClassB common stock will be identical, except with respect to voting and conversion rights. Each share of ClassA commonstock will be entitled to one vote. Each share of ClassB common stock will be entitled to 15 votes and will be convertible at any time into one share of ClassA commonstock. The holders of outstanding shares of our ClassB common stock and Series E preferred stock (as defined below) will hold approximately 97.1% of the voting powerof our outstanding capital stock after the completion of this offering, with our directors, executive officers, and 5% stockholders and their respective affiliates holdingapproximately 87.5% of the voting power, assuming no exercise of the underwriters’ 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 Epreferred stock”) originally issued to investors. The rights of the holders of our SeriesE preferred stock will include anti-dilution protection, a liquidation preference, anda dividend preference. Each share of our Series E preferred stock will initially be convertible into one share of our Class B common stock (subject to anti-dilutionadjustments) at the option of the holder. Each share of our Series E preferred stock will not be convertible into Class B common stock and will instead be convertible intoClass A common stock upon the occurrence of certain conditions related to the timing of conversion, changes in ownership amounts, and the identity of the holder. Seethe section titled “Description of Capital Stock” for additional information regarding the rights of the holders of our SeriesE 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 public companyreporting requirements for this prospectus and future filings. Investing in our ClassA common stock involves risks. See “Risk Factors” beginning on page26 to read about factors you should consider before deciding to investin our ClassA common stock. The underwriters have the option for a period of 30 days to purchase up to an additional 2,049,900 shares of our ClassA common stock from the selling stockholders at the initial public offering priceless the underwriting discounts and commissions. MORGANSTANLEY BARCLAYS BOFASECURITIES May 21, 2025 Table of Contents TABLE OF CONTENTS Pageiii11421269294969798101104PageLetter from our CEO and Co-Founder134Business137Management196Executive and Director Compensation203Certain Relationships and Related-Party Transactions218Principal and Selling Stockholders221Description of Capital Stock225Shares Eligible for Future Sale236Material U.S. Federal Income Tax Consequences toNon-U.S.Holders240Underwriters244Legal Matters256Experts256Where You Can Find Additional Information256Index to Consolidated Financial StatementsF-1 Glossary of TermsProspectus SummaryThe OfferingSummary Consolidated Financial DataRisk FactorsSpecial Note Regarding Forward-Looking StatementsMarket and Industry DataUse of ProceedsDividend PolicyCapitalizationDilutionManagement’s Discussion and Analysis of FinancialCondition and Results of Operations As used in this prospectus, unless the context otherwise requires, references to “Hinge Health,” the “company,” “we,” “us,” “our,” and similarterms refer to Hinge Health, Inc., and, where appropriate, its subsidiaries, taken as a whole, and its predecessor, Marblar Limited. “Hinge Health,” the Hinge Health logos, and other trade names, trademarks, or service marks of Hinge Health appearing in this prospectus are theproperty of Hinge Health, Inc. Other trade names, trademarks, or service marks appearing in this prospectus are the property of their respective holders.We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement orsponsorship of us by, these other companies. Solely for convenience, trade names, trademarks, and service marks referred to in this prospectus appearwithout the®,™, andSMsymbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent underapplicable law, our rights or that the applicable owner will not assert its rights, to these trade names, trademarks, and service marks. Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals invarious tables may not be arithmetic aggregations of the figures that precede them. References to www.hingehealth.com in this