United States securities and exchange commission logo
April 15, 2021
Catherine Spear
Co-Chief Executive Officer
FIGS, Inc.
2834 Colorado Avenue, Suite 100
Santa Monica, California 90404
Re: FIGS, Inc.
Amendment No. 1 to
Draft Registration
Statement on Form S-1
Submitted March 19,
2021
CIK No. 0001846576
Dear Ms. Spear:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement submitted March 19, 2021
Prospectus Summary, page 1
1. Please revise your
Prospectus Summary to provide a discussion of your multi-class capital
structure.
Industry and Market Data, page 57
2. Please elaborate on the
data behind your NPS. For example, please disclose the sample
size that the score was
derived from and the time period for which the score was obtained.
Catherine Spear
FirstName
FIGS, Inc. LastNameCatherine Spear
Comapany
April NameFIGS, Inc.
15, 2021
April 215, 2021 Page 2
Page
FirstName LastName
Management s Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 77
3. Please revise your disclosure on page 78 to provide a more robust
discussion of the
changes in operating cash flows for each of the periods presented.
Your revised
disclosure should not only quantify the impact of the line item(s)
which contributed most
to the changes but should also provide detailed explanations of the
reasons for the
fluctuations. Your discussion should also focus on the primary drivers
of and other
material factors necessary to an understanding of your cash flows and
the indicative value
of historical cash flows. Please refer to the SEC Interpretive Release
No. 33-8350.
Critical Accounting Policies and Estimates
Common Stock Valuations, page 81
4. Please provide us an analysis of all equity issuances which occurred
during the financial
statement periods presented and subsequent to your most recent fiscal
year-end. For each
transaction,
Identify the parties, including any related parties;
The nature of the consideration;
The fair value and your basis for determining the fair value, and
indicate whether the
fair value was contemporaneous or retrospective. To the extent
applicable, reconcile
the fair values you used for equity transactions to the fair
value indicated by the
anticipated IPO price; and
For equity transactions in which your Board of Directors estimated
the fair value,
please provide us with a detailed explanation of the significant
factors, assumptions,
and methodologies used in determining fair value.
We will not be able to complete our evaluation of your response until
the IPO range has
been disclosed.
Registration Rights, page 133
5. You disclose here and on page 45 that holders of outstanding shares of
your common
stock will be entitled to registration rights subject to lock-up
agreements entered into in
connection with this offering. Please disclose whether you anticipate
any maximum cash
penalties related to the registration rights and/or any additional
penalties resulting from
delays in registering your common stock. Refer to ASC 825-20-50-1.
Catherine Spear
FirstName
FIGS, Inc. LastNameCatherine Spear
Comapany
April NameFIGS, Inc.
15, 2021
April 315, 2021 Page 3
Page
FirstName LastName
You may contact Jeff Gordon, Staff Accountant, at (202) 551-3866 or
Kevin Stertzel,
Staff Accountant, at (202) 551-3723 if you have questions regarding comments on
the financial
statements and related matters. Please contact Sergio Chinos, Staff Attorney,
at (202) 551-
7844 or Sherry Haywood, Staff Attorney, at (202) 551-3345 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Alison Haggerty