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 9, 2021

LifeStance Health Group, Inc.

(Exact name of registrant as specified in its charter)

4800 N. Scottdale Road, Suite 6000, Scottsdale, AZ 85251

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (425) 279-8500

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 1.01 Entry into a Material Definitive Agreement.

In connection with the initial public offering (the “Offering”) by LifeStance Health Group, Inc. (the “Company”) of its common stock, par value $0.01 per share (the “Common Stock”), described in the prospectus (the “Prospectus”), date June 9, 2021, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), which is deemed to be part of the Registration Statement on Form S-1 (File No. 333-256202) (as amended, the “Registration Statement”), the following agreements were entered into:

The Registration Rights Agreement, the Stockholders Agreement and the Stock Transfer Restriction Agreement are filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference. The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements previously filed as exhibits to the Registration Statement and as described therein. Certain parties to such agreements have various relationships with the Company. For further information, see “Certain Relationships and Related Party Transactions” in the Prospectus.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2021 Equity Incentive Plan

Effective June 9, 2021, the Company’s Board of Directors and its stockholders as of that date adopted and approved the LifeStance Health Group, Inc. 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”) substantially in the form previously filed as Exhibit 10.11 to the Registration Statement. The 2021 Equity Incentive Plan permits the grant of awards or restricted or unrestricted Common Stock, stock options, stock appreciation rights, restricted stock units, performance awards, and other stock-based and awards to employees and directors of, and consultants and advisors to, the Company and its affiliates. For further information regarding the 2021 Equity Incentive Plan, see “Executive and Director Compensation—2021 Equity Incentive Plan” in the Prospectus.

A copy of the 2021 Equity Incentive Plan is filed herewith as Exhibit 10.4 and incorporated herein by reference. The above description of the 2021 Equity Incentive Plan is not complete and is qualified in its entirety by reference to such exhibit.

2021 Employee Stock Purchase Plan

Effective June 9, 2021, the Company’s Board of Directors and its stockholders as of that date adopted and approved the LifeStance Health Group, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”) substantially in the form previously filed as Exhibit 10.14 to the Registration Statement. The ESPP permits the grant to eligible employees of the Company and its participating subsidiaries of options to purchase shares of the Company’s Common Stock. For further information regarding the ESPP, see “Executive and Director Compensation—2021 Employee Stock Purchase Plan” in the Prospectus.

A copy of the ESPP is filed herewith as Exhibit 10.5 and incorporated herein by reference. The above description of the ESPP is not complete and is qualified in its entirety by reference to such exhibit.

2021 Cash Incentive Plan

Effective June 9, 2021, the Company’s Board of Directors and its stockholders as of that date adopted and approved the LifeStance Health Group, Inc. 2021 Cash Incentive Plan (the “Cash Incentive Plan”) substantially in the form previously filed as Exhibit 10.15 to the Registration Statement. The Cash Incentive Plan permits the grant of cash-based incentive awards to the Company’s and its affiliates’ executive officers, key employees and key service providers. For further information regarding the Cash Incentive Plan, see “Executive and Director Compensation—2021 Cash Incentive Plan” in the Prospectus.

A copy of the Cash Incentive Plan is filed herewith as Exhibit 10.6 and incorporated herein by reference. The above description of the Cash Incentive Plan is not complete and is qualified in its entirety by reference to such exhibit.

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

On June 9, 2021, the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), in the form previously filed as Exhibit 3.1 to the Registration Statement, and the Company’s Amended and Restated Bylaws (the “Bylaws”), in the form previously filed as Exhibit 3.2 to the Registration Statement, became effective. The Charter, among other things, provides that the Company’s authorized capital stock consists of 800,000,000 shares of Common Stock, and 25,000,000 shares of preferred stock. A description of the Company’s capital stock, after giving effect to the adoption of the Charter and Bylaws, has previously been reported by the Company in the Registration Statement. The Charter and Bylaws are filed herewith as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.