F45 Announces Intention to Voluntarily Delist and Deregister its Securities
14 Août 2023 - 10:15PM
Business Wire
F45 Training Holdings Inc. (NYSE: FXLV) (“F45” or the “Company”)
today announced its intention to voluntarily delist from the New
York Stock Exchange (“NYSE”) and to deregister its common stock
under Section 12(b) and Section 12(g) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), as well as suspend
its reporting obligations under Section 15(d) of the Exchange
Act.
As previously disclosed, the Company received a notice from the
NYSE that it is not currently in compliance with the continued
listing standards of the NYSE because the Company is behind in its
public filings and because the average closing price of the
Company’s common stock was less than $1.00 per share over a
consecutive 30 trading-day period. Since receipt of such notice,
the Company’s common stock has generally continued to trade below
$1.00 per share. In response, the Company has evaluated whether to
remain listed or to go dark and has determined that going dark is
the best path for the Company due to the expected substantial cost
savings and the Company’s current inability to realize the
traditional benefits of public company status. The Company’s
continued low trading value, and the resulting low trading price,
affects the Company’s ability to raise capital from the public
markets, effectively use its securities as transaction
consideration or attract interest from institutional investors or
market analysts. Despite the lack of these benefits, the Company
incurs all of the significant annual expenses and indirect costs
associated with being a public company. As a result of going dark,
the Company will no longer be obligated to pay these significant
expenses and will experience substantial cost savings.
The Company also believes the reduction in time spent by its
management and employees complying with the requirements applicable
to SEC reporting companies will enable them to focus more on
managing the Company’s businesses, strengthening relationships with
franchisees and vendors and growing stockholder value. The Company
will continue to focus on long-term growth, but without the
distraction of short-term financial results and stock price
movement.
The Company today notified the NYSE of its intent to voluntarily
delist its common stock from the NYSE. The Company currently
anticipates that it will file with the Securities and Exchange
Commission (the “SEC”) a Form 25 relating to the delisting and
deregistration of its common stock on or about August 24, 2023, and
anticipates that the delisting and deregistration under Section
12(b)of its common stock will become effective on or about
September 3, 2023.
Following the delisting of its common stock from NYSE and after
the Company has made all necessary SEC filings and is otherwise
able to do so, the Company plans to file with the SEC a Form 15 to
deregister its securities under Section 12(g) of the Exchange Act
and suspend its reporting obligations under Section 15(d) of the
Exchange Act.
About F45
F45 Training is a leading boutique fitness franchise platform
operating the F45, FS8 and Vive Active brands. F45 is a
high-intensity interval training (HIIT) workout that utilizes
proprietary technology, including a proven fitness platform that
leverages a rich content database of thousands of unique functional
training movements that offers members a new workout experience
each day. FS8 is a progressive new fitness concept that remixes the
best elements of pilates, tone and yoga. Vive Active is an
innovative, high energy fitness concept that focuses on athletic
reformer pilates. F45 is committed to supporting our expanding
global franchise network in the high growth boutique fitness
category.
Forward-Looking Statements
This press release 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, including, without limitation, the Company’s expectations
as to the timing of its delisting and deregistration process and
the anticipated benefits and cost savings of such actions. These
forward-looking statements involve a number of risks and
uncertainties. Words such as “may,” “will,” “should,” “expects,”
“plans,” “anticipates,” “could,” “intends,” “target,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential,”
or “continue” or negatives of these words and variations of such
words and similar expressions are intended to identify such
forward-looking statements. All forward-looking statements included
in this press release are based on management’s expectations as of
the date of this press release and, except as required by law, F45
disclaims any obligation to update these forward- looking
statements to reflect future events or circumstances.
Forward-looking statements are subject to certain risks,
uncertainties and assumptions relating to factors that could cause
actual results to differ materially from those anticipated in such
statements, including, without limitation, the risk that the
delisting and deregistration process will take longer than expected
and that the benefits of such actions may not be realized. Detailed
information regarding these and other factors that could affect
F45’s business and results is included in F45’s SEC filings,
including in the section titled “Risk Factors” in F45’s Annual
Report on Form 10-K and other SEC filings.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230811685595/en/
Investor Contact ICR, Inc. Bruce Williams
F45IR@icrinc.com (332) 242-4303
F45 Training (NYSE:FXLV)
Graphique Historique de l'Action
De Avr 2024 à Mai 2024
F45 Training (NYSE:FXLV)
Graphique Historique de l'Action
De Mai 2023 à Mai 2024