F45 Training Receives Second Notice of Non-Compliance from NYSE

For 30 consecutive trading days, the average closing price of common stock for F45 Training has been less than $1.00, causing the New York Stock Exchange (NYSE), where F45 Training trades as a public company, to issue a non-compliance notification to the company, F45 Training announced on May 22.

This is the second notification of non-compliance the NYSE has sent the company, which went public in July 2021. On April 14, the NYSE notified F45 that is was in non-compliance because it had yet to file its 10-K form for fourth quarter 2022 and full-year 2022 with the Securities and Exchange Commission as required by the NYSE.

F45’s share price dipped under $1.00 on April 20 and has not broken the $1.00 mark since then. In the last six months, the highest the company’s stock has closed at was $3.40 on Dec. 20, 2022.

The notice has no immediate effect on the listing of the company’s stock on the NYSE. The company has a six-month period after receipt of the notice to regain compliance with the NYSE’s minimum share price requirement.

F45 intends to respond to the NYSE within 10 business days of receipt of the notice saying it is working on a number of ways to rectify the situation, F45 said in the announcement.

On March 30, the company’s board appointed one of its own, Tom Dowd, as the new CEO, while Mark Wahlberg, another board member who also is an actor, producer and entrepreneur, was appointed chief brand officer. These changes came after the co-founder of the company, Adam Gilchrist, stepped down from the CEO role in July 2022 and Ben Coates, a board member at the time, served as interim CEO until Dowd’s appointment. Since Dowd took on the CEO role, both Gilchrist and Coates have left the board.

In February, the company closed on a new $90 million subordinated debt facility to improve its balance sheet and drive the business forward. The funding was provided by a consortium of existing investors led by affiliates of Kennedy Lewis Management LP, which made an unsolicited bid in September to purchase F45.