The Beachbody Company, Inc. Announces $5,300,000 Registered Direct Offering
11 Dicembre 2023 - 12:50PM
Business Wire
The Beachbody Company, Inc (NYSE: BODY) (“BODi or the
“Company”), a leading subscription health and wellness company,
today announced that it has entered into a definitive securities
purchase agreement with certain institutional investors for the
purchase and sale of 543,590 shares of the Company’s common stock
(or common stock equivalents) at a purchase price of $9.75 per
share of common stock (or common stock equivalent) in a registered
direct offering. The closing of the offering is expected to occur
on or about December 13, 2023, subject to the satisfaction of
customary closing conditions.
In addition, in a concurrent private placement, the Company will
issue to the investors warrants to purchase up to 543,590 shares of
common stock. The warrants have an exercise price of $11.24 per
share, will be exercisable six months following the date of
issuance and will have a term of five and one-half years following
the date of issuance.
Roth Capital Partners is acting as the exclusive placement agent
for the offering.
The gross proceeds to the Company from this offering are
expected to be approximately $5.3 million, before deducting the
placement agent’s fees and other offering expenses payable by the
Company. The Company intends to use the net proceeds from this
offering for general corporate purposes.
The securities in the offering described above (but not the
warrants issued in the concurrent private placement or the shares
of common stock underlying the warrants) are being offered by the
Company pursuant to a “shelf” registration statement on Form S-3
(File No. 333-274828) previously filed with the Securities and
Exchange Commission (the “SEC”) and declared effective by the SEC
on October 10, 2023. The offering is being made only by means of a
prospectus, including a prospectus supplement, forming a part of
the effective registration statement, relating to the offering that
will be filed with the SEC. Electronic copies of the final
prospectus supplement and accompanying prospectus may be obtained,
when available, on the SEC’s website at http://www.sec.gov or by
contacting Roth Capital Partners, LLC at 888 San Clemente Drive,
Newport Beach CA 92660, by phone at (800) 678-9147.
The warrants described above were offered in a private placement
under Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Act”), and Regulation D promulgated thereunder and, along
with the shares of common stock underlying the warrants, have not
been registered under the Act, or applicable state securities laws.
Accordingly, the warrants and underlying shares of common stock may
not be offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Act and such applicable state
securities laws.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
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.
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.
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
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