The Beachbody Company, Inc. Completes Reverse Stock Split
22 11월 2023 - 6:05AM
Business Wire
Class A common stock expected to begin
trading on a split-adjusted basis on November 22, 2023
The Beachbody Company, Inc. (NYSE: BODY) (“BODi” or the
“Company”), a leading subscription health and wellness company,
today announced that the Company’s board of directors has approved
a reverse stock split of all of its issued and outstanding common
stock at a ratio of one post-split share for every fifty pre-split
shares, effective November 21,2023. The Company’s Class A common
stock is expected to begin trading on the split-adjusted basis on
the New York Stock Exchange (“NYSE”) when the stock markets open on
November 22, 2023, under the existing trading symbol “BODY,” with a
new CUSIP number of 073463 309.
Mark Goldston, Executive Chairman of BODi, stated, “We are
confident that our recently developed turnaround plan will help
drive profitability, free cash flow and help to increase our cash
on the balance sheet. We have dramatically lowered the breakeven of
the company through additional, newly identified reductions in both
fixed costs and capital expenditures as part of the ongoing program
that began in 2021. As a result of those efforts, we expect to
bring the total realized cost savings under the program to a
cumulative $165 million by December 31, 2023. In addition to the
major cost savings program we have implemented, we are aggressively
developing new programs to unlock incremental revenue
opportunities. While the execution of our robust turnaround plan
will put us on the right path to regain compliance with the NYSE’s
minimum closing price requirements and drive long-term shareholder
value, we believe that instituting a reverse stock split is the
most appropriate action at this time to address the uncertainty
regarding our listing.”
As a result of the reverse stock split, fifty shares of the
Company’s issued and outstanding Class A and Class X common stock
have been combined and reclassified into one issued and outstanding
share of Class A and Class X common stock, respectively. The
reverse stock split reduced the number of issued and outstanding
shares of the Company’s Class A common stock from 177.81 million to
3.56 million and the number of issued and outstanding shares of the
Company’s Class X common stock from 136.45 million to 2.73
million.
No fractional shares were issued as a result of the reverse
stock split. Instead, stockholders who otherwise were entitled to
receive fractional shares of common stock will be entitled to
receive cash. The reverse stock split affects all stockholders
uniformly and does not alter any stockholder’s percentage interest
in the Company’s outstanding common stock, except for adjustments
that may result from the treatment of fractional shares.
Stockholders owning shares of the Company’s common stock via a
bank, broker, or other nominee will have their positions
automatically adjusted to reflect the reverse stock split and will
not be required to take further action in connection with the
reverse stock split, subject to such intermediary’s particular
processes.
Additional information about the reverse stock split can be
found in the Company’s definitive proxy statement on Schedule 14A
filed with the Securities and Exchange Commission on October 11,
2023, which is available on the SEC’s website, www.sec.gov, and on
the “Investors” section of the Company’s website at
investors.thebeachbodycompany.com.
About BODi and The Beachbody Company, Inc. Originally
known as Beachbody, BODi has been innovating structured
step-by-step home fitness and nutrition programs for 25 years such
as P90X, Insanity, and 21-Day Fix, plus the first premium superfood
nutrition supplement, Shakeology. Headquartered in El Segundo,
California, BODi helps people feel great while they pursue
extraordinary life-changing results. The BODi community represents
millions of people helping each other stay accountable to goals of
healthy weight loss, improved strength and energy, and resilient
mental and physical well-being. For more information, please visit
TheBeachbodyCompany.com.
Safe Harbor Statement This press release of The Beachbody
Company, Inc. (“we,” “us,” “our,” and similar terms) contains
"forward-looking" statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are statements
other than statements of historical facts and statements in future
tense. These statements include but are not limited to, statements
regarding our future performance and potential cost savings
opportunities, including expected financial results, our business
strategy, our plans, and our objectives and future operations.
Forward-looking statements are based upon various estimates and
assumptions, as well as information known to us as of the date
hereof, and are subject to risks and uncertainties. Accordingly,
actual results could differ materially due to a variety of factors,
including: our ability to effectively compete in the fitness and
nutrition industries; our reliance on a few key products; market
conditions and global and economic factors beyond our control;
intense competition and competitive pressures from other companies
worldwide in the industries in which we operate; and litigation and
the ability to adequately protect our intellectual property rights.
You can identify these statements by the use of terminology such as
"believe", “plans”, "expect", "will", "should," "could",
"estimate", "anticipate" or similar forward-looking terms. You
should not rely on these forward-looking statements as they involve
risks and uncertainties that may cause actual results to vary
materially from the forward-looking statements. For more
information regarding the risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
in these forward-looking statements, as well as risks relating to
our business in general, we refer you to the "Risk Factors" section
of our Securities and Exchange Commission (SEC) filings, including
those risks and uncertainties included in the Form 10-K filed with
the SEC on March 16, 2023 and any subsequent Quarterly Reports on
Form 10-Q or Current Reports on Form 8-K, which are available on
the Investor Relations page of our website at
https://investors.thebeachbodycompany.com and on the SEC website at
www.sec.gov.
All forward-looking statements contained herein are based on
information available to us as of the date hereof and you should
not rely upon forward-looking statements as predictions of future
events. The events and circumstances reflected in the
forward-looking statements may not be achieved or occur. Although
we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results,
performance, or achievements. We undertake no obligation to update
any of these forward-looking statements for any reason after the
date of this press release or to conform these statements to actual
results or revised expectations, except as required by law. Undue
reliance should not be placed on forward-looking statements.
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Investor Relations ICR, Inc. BeachbodyIR@icrinc.com
Beachbody (NYSE:BODY)
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