SEC Form 424B3 filed by The Beachbody Company Inc.
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-258149
PROSPECTUS SUPPLEMENT NO. 13
(to prospectus dated May 22, 2024)
THE BEACHBODY COMPANY, INC.
4,866,405 SHARES OF COMMON STOCK
5,333,333 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK
306,667 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS
This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated May 22, 2024 (the “Prospectus”), related to (i) the offer and sale, from time to time, by the selling stockholders identified in the Prospectus, or their permitted transferees, of (a) an aggregate of 4,866,405 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of The Beachbody Company, Inc., a Delaware corporation (“we,” “us,” “our” and similar terms), and (b) 5,333,333 warrants to purchase Class A Common Stock, every 50 warrants exercisable for one share of Class A Common Stock at an exercise price of $575.00 per share (the “private placement warrants”) and (ii) the issuance by us of up to 306,667 shares of Class A Common Stock upon the exercise of outstanding public warrants (the “public warrants”) and private placement warrants (collectively, the “warrants”), with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on April 4, 2025 (the “Information”). Accordingly, we have attached the Information to this prospectus supplement.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Our shares of Class A Common Stock are listed on The New York Stock Exchange under the symbol “BODI.” On April 3, 2025, the closing sale price per share of our Class A Common Stock was $6.01.
Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 11 of the Prospectus. Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is April 4, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 01, 2025 |
The Beachbody Company, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-39735 |
85-3222090 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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400 Continental Blvd Suite 400 |
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El Segundo, California |
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90245 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (310) 883-9000 |
N/A |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Class A Common Stock, par value $0.0001 per share |
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BODI |
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The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 14, 2025, The Beachbody Company, Inc. (the “Company”) announced that Kathy Vrabeck retired from the Company as its Chief Operating Officer, effective as of April 1, 2025. In connection with her separation from the Company, Ms. Vrabeck received 12 months of accelerated vesting for each of her Company time-vesting equity awards, and the post-termination exercise period of her Company options was extended from 90 to 180 days.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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The Beachbody Company, Inc. |
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Date: |
April 4, 2025 |
By: |
/s/ Jonathan Gelfand |
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Jonathan Gelfand |