Beachbody Company, Inc. Form 8-K Summary
Business context and reporting period
Filed November 25, 2022, regarding a New York Stock Exchange (NYSE) listing-compliance notice received November 23, 2022. The filing concerns the Company’s Class A common stock, trading under “BODY.”
Financial and liquidity information
This filing does not provide revenue, profit, cash flow, margin, debt, or liquidity figures. It references risks relating to compliance with the Company’s credit facility and the potential need to obtain additional financing or pursue strategic alternatives.
Material changes versus the prior comparable period
- As of November 22, 2022, the Company was not in compliance with NYSE Section 802.01C because its Class A common stock had an average closing price below $1.00 per share over a consecutive 30-trading-day period.
- The notice did not immediately affect the stock’s NYSE listing, business operations, or SEC reporting obligations.
Guidance, outlook, risks, and unusual items
- The Company has six months from receipt of the notice to regain compliance.
- Compliance may be regained if, on the last trading day of a calendar month during the cure period, the stock closes at least $1.00 per share and its trailing 30-trading-day average closing price is at least $1.00.
- If compliance is not restored within the cure period, the NYSE may suspend and delist the common stock.
- The Company intends to notify the NYSE within the required 10-business-day period that it will seek to regain compliance.
- If the Company uses an action requiring shareholder approval to cure the deficiency, approval must be obtained no later than the next annual meeting and the action must then be implemented promptly.
- Key risks include failure to remain in compliance with or avoid default under the credit facility, inability to obtain additional financing or favorable strategic alternatives, and other risks disclosed in the Company’s SEC filings.
Important facts for investors to verify
- Whether the Company timely notified the NYSE of its intent to cure the price deficiency.
- Whether the stock regained the required closing price and 30-trading-day average within the six-month cure period.
- Any proposed reverse stock split or other shareholder-approved action intended to restore compliance.
- The Company’s credit-facility compliance, financing needs, and subsequent liquidity disclosures.
- Any later NYSE suspension, delisting determination, or extension of the cure period.