The Beachbody Company, Inc. Receives Notice of NYSE Trading Share Price Listing Rule Non-Compliance
November 25 2022 - 4:05PM
Business Wire
Intends to cure the deficiency and return to
compliance with NYSE listing standard
The Beachbody Company, Inc. (NYSE: BODY) (the “Company” or
“Beachbody”), a leading subscription health and wellness company,
today announced that on November 23, 2022, it had received a
deficiency letter from the New York Stock Exchange (the “NYSE”)
notifying the Company that it is not in compliance with applicable
price criteria in the NYSE’s continued listing standards because as
of November 22, 2022, the average closing price of the Company’s
Class A Common Stock (the “Common Stock”) was less than $1.00 per
share over a consecutive 30 trading-day period (the “Notice”). The
Notice has no immediate impact on the listing of the Common Stock
on the NYSE, subject to the Company’s compliance with the NYSE’s
other continued listing requirements.
The Company intends to respond to the NYSE within ten business
days of receipt of the notice of its intent to cure the deficiency.
Pursuant to the NYSE’s rules, the Company has a six-month period
following receipt of the deficiency letter to bring its share price
and average share price back above $1.00.
The Company intends to consider available alternatives,
including but not limited to a reverse stock split that is subject
to shareholder approval, no later than its next annual meeting of
stockholders, if necessary to cure the stock price non-compliance.
Under the NYSE’s rules, if the Company determines that it will cure
the stock price deficiency by taking an action that will require
stockholder approval at its next annual meeting of stockholders,
the price condition will be deemed cured if the price promptly
exceeds $1.00 per share, and the price remains above that level for
at least the following 30 trading days.
The Company’s Class A Common Stock will continue to be listed
and trade on the NYSE during this period, subject to its compliance
with other NYSE continued listing standards. The receipt of the
deficiency letter does not affect the Company’s business,
operations or reporting requirements with the Securities and
Exchange Commission.
About The Beachbody Company, Inc.
Headquartered in Southern California, Beachbody is a leading
digital fitness and nutrition subscription company with over two
decades of creating innovative content and powerful brands. The
Beachbody Company is the parent company of the Beachbody On Demand
streaming platform (BOD), including its live digital streaming
subscription BODi, and the Beachbody Bike powered by MYXfitness,
the Company’s connected indoor bike. For more information, please
visit TheBeachbodyCompany.com.
Forward-Looking Statements
This press release contains “forward-looking” statements
pursuant to the safe harbor provisions of the Securities Litigation
Reform Act of 1995, which are statements other than historical fact
or in the future tense. These statements include but are not
limited to statements regarding the Company’s future performance
and market opportunity, including expected financial results for
the fourth quarter and full year, its business strategy, plans, and
objectives and future operations.
Forward-looking statements are based upon various estimates and
assumptions, as well as information known to the Company 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: the Company’s ability to effectively
compete in the fitness and nutrition industries; the ability to
successfully acquire and integrate new operations; the reliance on
a few key products; market conditions and global and economic
factors beyond the Company’s control; intense competition and
competitive pressures from other companies worldwide in the
industries in which the Company operates; and litigation and the
ability to adequately protect the Company’s 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, refer to the “Risk Factors” section of the
Company’s Securities and Exchange Commission (“SEC”) filings,
including those risks and uncertainties included in the Form 10-K
filed with the SEC on March 1, 2022 and quarterly reports on Form
10-Q, which are available on the Investor Relations page of the
Beachbody website at https://investors.thebeachbodycompany.com and
on the SEC website at www.sec.gov.
The events and circumstances reflected in the forward-looking
statements may not be achieved or occur. Although the Company
believes that the expectations reflected in the forward-looking
statements are reasonable, it cannot guarantee future results,
performance, or achievements. The Company undertakes 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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version on businesswire.com: https://www.businesswire.com/news/home/20221125005223/en/
Media Jill Murray Jillian.Murray@teneo.com
Investor Relations Ben Yellen ben.yellen@teneo.com
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