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    SEC Form 424B3 filed by The Beachbody Company Inc.

    6/6/25 4:12:18 PM ET
    $BODI
    Other Consumer Services
    Consumer Discretionary
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    424B3 1 424b3csw_annual_meeting_.htm 424B3 424B3

    Filed Pursuant to Rule 424(b)(3)

    Registration No. 333-276681

    PROSPECTUS SUPPLEMENT NO. 16

    (to prospectus dated May 22, 2024)

    THE BEACHBODY COMPANY, INC.

    543,590 SHARES OF Class A Common Stock

     

    Issuable upon Exercise of Outstanding Warrants

     

    This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 13, 2024 (the “Prospectus”), related to the resale from time to time, by the selling shareholders identified in the Prospectus under the caption “Selling Shareholders,” of up to 543,590 shares of our Class A common stock, $0.0001 par value per share (the “Class A Common Stock”), of The Beachbody Company, Inc., a Delaware corporation (“we,” “us,” “our” and similar terms), they may acquire upon the exercise of outstanding warrants, which we refer to as the “Common Warrants,” with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on June 6, 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 June 5, 2025, the closing sale price per share of our Class A Common Stock was $3.72.

    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 June 6, 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): June 04, 2025

     

     

    The Beachbody Company, Inc.

    (Exact name of Registrant as Specified in Its Charter)

     

     

    Delaware

    001-39735

    85-3222090

    (State or Other Jurisdiction
    of Incorporation)

    (Commission File Number)

    (IRS Employer
    Identification No.)

     

     

     

     

     

    400 Continental Blvd

    Suite 400

     

    El Segundo, California

     

    90245

    (Address of Principal Executive Offices)

     

    (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:

    ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:


    Title of each class

     

    Trading
    Symbol(s)

     


    Name of each exchange on which registered

    Class A Common Stock, par value $0.0001 per share

     

    BODI

     

    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 5.07 Submission of Matters to a Vote of Security Holders.

    On June 4, 2025, The Beachbody Company, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “2025 Annual Meeting”). The following is a brief description of each matter voted upon at the 2025 Annual Meeting and the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable.

     

    1.Election of nine nominees to serve on the Board of Directors for a one-year term to expire at the Company’s 2026 annual meeting of stockholders. The following nine directors were elected by the votes indicated.

     

    For

    Withheld

    Broker Non-Votes

    Mary Conlin

    27,898,651

    280,145

    1,511,082

    Carl Daikeler

    27,911,651

    267,145

    1,511,082

    Kristin Frank

    27,871,447

    307,349

    1,511,082

    Mark Goldston

    27,936,091

    242,705

    1,511,082

    Michael Heller

    27,811,847

    366,949

    1,511,082

    Ann Lundy

    27,989,565

    189,231

    1,511,082

    Kevin Mayer

    27,991,526

    187,270

    1,511,082

    John Salter

    27,916,474

    262,322

    1,511,082

    Ben Van de Bunt

    27,841,528

    337,268

    1,511,082

     

    2.The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The selection was ratified by the votes indicated.

    For

    Against

    Abstain

    Broker Non-Votes

    29,642,112

    23,191

    24,575

    —

     

    3.The advisory approval of the Company’s executive compensation. The advisory approval was obtained by the votes indicated.

    For

    Against

    Abstain

    Broker Non-Votes

    27,714,835

    323,314

    140,647

    1,511,082

     

     


     

    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.

     

     

     

    The Beachbody Company, Inc.

     

     

     

     

    Date:

    June 6, 2025

    By:

    /s/ Jonathan Gelfand

     

     

     

    Jonathan Gelfand
    Executive Vice President, Business & Legal
    Affairs, Corporate Secretary

     

     


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