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F45 Hit With NYSE Notice of Non-Compliance

F45 Hit With NYSE Notice of Non-Compliance

F45 will have six months from March 31 to file the form needed to regain compliance with the NYSE listing standards

F45 Training has received a non-compliance notice from the New York Stock Exchange.

The notice is a result of F45’s failure to timely file its annual Form 10-K report for the year ending December 31, 2022, with the Securities and Exchange Commission.

F45 shared news of the NYSE’s notice on its website’s investor relations section. The notice has no immediate effect on the listing of F45’s stock on the NYSE. 

Per NYSE rules, F45 said it has contacted the stock exchange to discuss the status of its late filing. The NYSE informed the functional fitness brand that under its rules, F45 will have six months from March 31 to file the 2022 Form 10-K with the SEC and can regain compliance with the NYSE listing standards at any time prior to that date by filing the form.

If F45 fails to file the required form before the NYSE’s compliance deadline, the NYSE may grant an extension of up to six additional months for the fitness brand to regain compliance.

Just last month, the functional fitness brand reported that it would be unable to finalize the required form in time.

F45 said it was unable to file the annual report in a timely fashion because the fitness brand and its independent registered public accounting firm needed time to complete certain items related to its financial statement preparation and review processes.

F45 stated that previously disclosed transitions in its executive leadership team, including the recent appointment of its interim CFO, contributed to the later-than-expected filing.

In F45’s recently posted statement regarding the non-compliance, the functional fitness franchise says it’s not currently in a position to file the required form but that it “continues to work expeditiously to conclude its review and will file the 2022 Form 10-K as soon as practicable.”

At the beginning of the year, the functional fitness franchise announced it had closed a deal to improve its balance sheet, restructure its board of directors and appoint an interim CFO.

F45 also announced opening its first hotel studio, at the Hilton Austin, as part of its push into the fitness hospitality space.

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While the fitness brand raised over $300 million and had a $1.4 billion valuation when it went public in 2021, by 2022, F45 was laying off employees and lowering revenue targets, with shares diving to $1.25. In another shake-up, CEO Adam Gilchrist exited F45.

F45 has also been the target of high-profile lawsuits, including one filed by former soccer pro David Beckham, who sought $20 million in damages after alleging the brand failed to pay him on time for a marketing campaign in 2021. Greg Norman, a former professional golfer, made similar claims and joined Beckham in suing F45.

As F45 released its third-quarter 2022 financials, it announced that a special committee would review and evaluate alternatives to an unsolicited $385 million take-private bid by Kennedy Lewis Investment Management.

As 2022 ended and 2023 began, F45 announced the closing of a $90 million subordinated debt facility provided by a group of existing investors led by Kennedy Lewis affiliates. According to the functional fitness franchise, the financing transaction was intended to improve F45’s balance sheet and increase liquidity for long-term growth.

The fitness company recently named Tom Dowd as CEO and Mark Wahlberg as Chief Brand Officer. 

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