Business Context and Reporting Period
The Beachbody Company, Inc. filed this Form 8-K on November 27, 2023, reporting actions taken at its November 20, 2023 annual meeting and subsequent corporate actions. The company’s Class A common stock trades on the NYSE under the symbol BODY.
Key Financial Metrics
This filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating or financial performance metrics.
Material Changes
- The board approved a 1-for-50 reverse stock split of the company’s Class A and Class X common stock after receiving stockholder approval.
- The amendment to the company’s certificate of incorporation was filed on November 21, 2023. The Class A common stock began trading on a split-adjusted basis at market open on November 22, 2023 under the existing ticker, BODY, and new CUSIP 073463 309.
- The reverse split did not change the common stock’s par value or the authorized number of common shares.
- Outstanding stock options, restricted stock units, warrants, and other securities convertible into or exercisable for common stock were adjusted as required by their terms.
- The NYSE filed a Form 25 on November 13, 2023 to delist the company’s redeemable warrants and remove them from Section 12(b) registration.
Annual Meeting Results, Outlook, and Risks
- All nine director nominees were elected for one-year terms ending at the 2024 annual meeting.
- Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2023.
- Stockholders approved, on an advisory basis, the company’s executive compensation.
- Stockholders authorized a reverse stock split ratio ranging from 1-for-10 to 1-for-50; the board selected the 1-for-50 ratio.
- The filing provides no financial guidance, operating outlook, management forecast, or new contingencies. The principal unusual item is the reverse stock split and related security adjustments.
Investor Verification Items
- Verify the post-split number of shares outstanding, adjusted per-share amounts, and treatment of fractional shares, if applicable, in subsequent filings.
- Confirm the adjusted terms and share counts for options, restricted stock units, warrants, and other equity-linked securities.
- Review the certificate of amendment filed as Exhibit 3.1 and the reverse-split press release filed as Exhibit 99.1.
- Confirm the trading and registration status of the company’s warrants following the NYSE Form 25 delisting action.
- Use subsequent periodic filings to assess revenue, losses, cash position, liquidity, debt obligations, and any going-concern or financing risks, none of which are quantified in this Form 8-K.