Filed Pursuant to Rule 424(b)(5)
Registration No. 333-274828
Prospectus Supplement
(To Prospectus dated
October 10, 2023)
THE BEACHBODY COMPANY, INC.
420,769 Shares of Class A Common Stock
Pre-funded Warrants to Purchase Up to 122,821 Shares of Class A Common Stock
122,821 Shares of Class A Common Stock Underlying the Pre-funded Warrants
We are offering 420,769 shares (Shares) of our Class A common stock, $0.0001 par value per share (our Class A Common
Stock), and pre-funded warrants (Pre-funded Warrants) to purchase up to 122,821 shares of Class A Common Stock (and the shares of Class A
Common Stock issuable from time to time upon exercise of each of the Pre-funded Warrants) directly to certain institutional investors pursuant to this prospectus supplement and the accompanying prospectus. The
offering price for each Share of our Class A Common Stock is $9.75 per share.
The aggregate market value of our outstanding shares of
Class A Common Stock and Class X common stock, $0.0001 par value per share (the Class X Common Stock and, together with the Class A Common Stock, the common stock) held by
non-affiliates was $31,309,739 based on (i) 3,556,131 shares of Class A Common Stock outstanding as of December 8, 2023, of which 2,633,552 shares are held by
non-affiliates, and a per share price of $11.24 based on the closing sale price of our Class A Common Stock on December 8, 2023 and (ii) 2,729,003 shares of Class X Common Stock outstanding as
of December 8, 2023, of which 152,012 shares are held by non-affiliates, and a per share price of $11.24 based on the closing sale price of our Class A Common Stock on December 8, 2023. We have
not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus supplement. Pursuant to General
Instruction I.B.6 of Form S-3, in no event will we sell securities registered on this registration statement in a public primary offering with a value exceeding more than
one-third of our public float in any 12-month period so long as our public float remains below $75.0 million.
A holder of Pre-funded Warrants will not have the right to exercise any portion of its Pre-funded Warrants if the holder, together with its affiliates and certain related parties, would beneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of shares of common
stock outstanding immediately after giving effect to such exercise. Each Pre-funded Warrant will be exercisable for one share of Class A Common Stock at an exercise price of $0.0001 per share of
Class A Common Stock. The offering price is $9.7499 per Pre-funded Warrant, which is equal to the offering price per share of Class A Common Stock less $0.0001. Each
Pre-funded Warrant will be exercisable upon issuance and will expire when exercised in full. There is no established public trading market for the Pre-funded Warrants,
and we do not expect a market to develop. We do not intend to apply for listing of the Pre-funded Warrants on the New York Stock Exchange (NYSE) or any other securities exchange or nationally
recognized trading system. Without an active trading market, the liquidity of the Pre-funded Warrants will be limited. This offering also relates to the shares of Class A Common Stock issuable upon
exercise of the Pre-funded Warrants being offered by this prospectus supplement and the accompanying prospectus.
In a concurrent private placement (the Private Placement), we are also selling to such investors unregistered warrants (the
Common Warrants) to purchase up to 543,590 shares of Class A Common Stock, at an exercise price of $11.24 per share. The Common Warrants will be exercisable beginning six months following the closing date of this offering and will
expire five and a half years following the closing date of this offering. The Common Warrants and the shares of our Class A Common Stock issuable upon the exercise of the Common Warrants (the Common Warrant Shares) are being offered
pursuant to the exemptions provided in Section 4(a)(2) under the Securities Act of 1933, as amended (the Securities Act) and Regulation D promulgated thereunder, and are not being offered pursuant to this prospectus supplement and
the accompanying prospectus. There is no established public trading market for the Common Warrants and we do not expect a market to develop. In addition, we do not intend to list the Common Warrants on the NYSE, any other national securities
exchange or any other nationally recognized trading system.
We have engaged Roth Capital Partners, LLC as our sole placement agent for
this offering, or the placement agent. The placement agent is not purchasing or selling any securities offered by this prospectus supplement and the accompanying prospectus but will use its reasonable best efforts to arrange for the sale of the
securities offered. See Plan of Distribution. This offering is expected to close on or about December 13, 2023, subject to customary closing conditions, without further notice to you. We have not arranged to place the funds from the
investor in an escrow, trust or similar account.
Our Class A Common Stock is listed on the New York Stock Exchange (the
NYSE) under the symbol BODY. On December 8, 2023, the last reported sale price of our Class A Common Stock on NYSE was $11.24 per share.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share of Class A Common Stock |
|
|
Per Pre-funded Warrant |
|
|
Total |
|
Offering Price |
|
$ |
9.75 |
|
|
$ |
9.7499 |
|
|
$ |
5,299,990.22 |
|
Placement agent fee(1) |
|
$ |
0.5850 |
|
|
$ |
0.5850 |
|
|
$ |
317,999.41 |
|
Proceeds, before expenses, to us |
|
$ |
9.1650 |
|
|
$ |
9.1649 |
|
|
$ |
4,981,990.80 |
|
(1) |
See Plan of Distribution for a description of the compensation payable to the placement agent.
|
Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties
referenced under the heading Risk Factors beginning on page S-6 of this prospectus supplement, and under similar headings in the other documents that are
incorporated by reference into this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
Delivery of the Shares and the Pre-funded Warrants is expected to be made on or about December 13,
2023.
Roth Capital Partners
The date of this prospectus supplement is December 10, 2023