UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 1, 2021

FIGS, Inc.

(Exact Name of Registrant as Specified in its Charter)

2834 Colorado Avenue, Suite 100

Santa Monica, California 90404

(Address of Principal Executive Offices) (Zip Code)

(424) 300-8330

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

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 13(a) of the Exchange Act.  ☐

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

On June 1, 2021, FIGS, Inc. (the “Company”) filed an Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware and the Company’s Amended and Restated Bylaws (the “Bylaws”) became effective on such date. The Company’s board of directors and stockholders previously approved the amendment and restatement of these documents to be effective prior to the closing of the Company’s initial public offering.

The Certificate of Incorporation and the Bylaws are filed herewith as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference. A description of certain terms of the Certificate of Incorporation and Bylaws is set forth in the section titled “Description of Capital Stock” in the final prospectus relating to the Company’s registration statement on Form S-1 (File No. 333-255797), as amended (the “Registration Statement”).

Item 8.01. Other Events.

On June 1, 2021, the Company completed its initial public offering of 30,344,317 shares of the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”), including the full exercise of the underwriters’ option to purchase an additional 3,957,954 shares of Class A Common Stock, at a public offering price of $22.00 per share, pursuant to the Registration Statement. The Company sold 4,636,364 shares of Class A Common Stock and Tulco, LLC sold 25,707,953 shares of Class A Common Stock. The gross proceeds to the Company from the initial public offering were $102,000,008, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company did not receive any proceeds from the sale of shares of Class A common stock in the offering by Tulco, LLC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURE

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.

Date: June 2, 2021