Hinge Health, Inc.

S-11 d829170ds1.htm S-1

As filed with the U.S. Securities and Exchange Commission on March 10, 2025.

**Registration No. 333- **

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Hinge Health, Inc.

(Exact name of registrant as specified in its charter)

455 Market Street, Suite 700

San Francisco, California 94105

**(415)726-2206 **

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Daniel Perez

Chief Executive Officer

Hinge Health, Inc.

455 Market Street, Suite 700

San Francisco, California 94105

**(415)726-2206 **

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and neither we nor the selling stockholders are soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS (Subject to Completion)

Issued , 2025

• Shares*

Class A Common Stock

Hinge Health, Inc. is offering shares of its Class A common stock and the selling stockholders identified in this prospectus are offering an aggregate of shares of Class A common stock. This is our initial public offering and no public market currently exists for shares of our Class A common stock. We will not receive any proceeds from the sale of shares of Class A common stock by any of the selling stockholders. We anticipate that the initial public offering price per share of our Class A common stock will be between $ and $ .

We have applied 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 Class A common stock and Class B common stock will be identical, except with respect to voting and conversion rights. Each share 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 any time into one share of Class A common stock. The holders of outstanding shares of Class B common stock will hold approximately % 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 % of the voting power, assuming no exercise of the underwriters’ option to purchase additional shares, if any.

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 holder of Series E preferred stock will include anti-dilution protection, a liquidation preference, and a dividend preference. Each share of Series E preferred stock will be initially convertible at any time into one share of Class B common stock (subject to any anti-dilution adjustments) at the option of the holder. See the section titled “Description of Capital Stock” for additional information regarding the rights of the holder 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 public company reporting requirements for this prospectus and future filings.

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 24 to read about factors you should consider before deciding to invest in our Class A common stock.

PRICE $ A SHARE

The underwriters have the option for a period of 30 days to purchase up to an additional shares of our Class A common stock from the selling stockholders 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 this prospectus 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 , 2025.

• , 2025*

Hinge Health Join the movement We are building a new health system that transforms outcomes, experience and costs by using technology to scale and automate the delivery of care. We provide health care that's personalized, delivered with compassion, and treats the whole person - body and mind. We've started by transforming musculoskeletal care so that people can get back to the things they love.

What would you like to focus on? Select up to 3 areas Shoulder Neck/Upper back Lower Back Knee Wrist 0/5 Enso 45% Intensity average Deep 1 hr 33 mins 40% - + You hit your goal! 3/3 3 Total exercise sessions 2 Weekly goal streak

Facts and figures For the year ended December 31, 2024 $468M 42% LTM calculated billings1 Y/Y billings growth2 $390M 33% Revenue Y/Y revenue growth2 77% 78% GAAP gross margin3 Non-GAAP gross margin3 $49M $45M Net cash from operating activities Free cash flow3 116% ~20M Net dollar retention1 Contracted lives1 1M+ Lifetime members1 See section titled "Glossary of Terms" for definitions of calculated billings, net dollar retention, contracted lives and members. See section titled "Management's Discussion and Analysis of Financial Condition and Results of Operation - Key Metrics" for a discussion and definition of LTM calculated billings. For the years ended December 31, 2023 and 2024. See section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures" for a description of non-GAAP metric and a reconciliation to the most comparable GAAP financial measure.

Trusted by clients across industries 2,250+ clients1,2 49% of Fortune 1001 87 client NPS3,4 98% client retention5 1 As of December 31, 2024. 2 See section titled "Glossary of Terms" for definition of clients. 3 As of October 31, 2024. 4 Net promoter score. 5 Twelve-month client retention rate as of December 31, 2024.