UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 11, 2022 (July 24, 2022)
F45 Training Holdings Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-40590 | 84-2529722 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3601 South Congress Avenue, Building E
Austin, Texas 78704
(Address of Principal Executive Offices)
(737) 787-1955
(Registrant’s telephone number, including area code)
(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 210.14d-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 | ||
| Common stock, par value $0.00005 per share | FXLV | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Explanatory Note
This Current Report on Form 8-K/A amends Item 5.02 of the Current Report on Form 8-K filed on July 26, 2022 (the “Report”) by F45 Training Holdings Inc. (the “Company”) to add the information described herein.
| Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Principal Officer. |
On July 26, 2022, F45 Training Holdings Inc. (the “Company”) filed a Current Report on Form 8-K announcing the appointment of Ben Coates as Interim Chief Executive Officer on July 24, 2022. At that time, his compensation had not been determined.
On August 11, 2022, the Company’s Board of Directors set Mr. Coates’ base salary at $1.5 million per year, with $1 million paid in cash and $500,000 paid in the form of an RSU award (based on the closing price on August 17, 2022) that vests in 12 equal installments at the end of each calendar month, for so long as Mr. Coates is Interim Chief Executive Officer. Mr. Coates will be granted an option to purchase 1,000,000 shares of common stock at a price equal to the closing price on August 17, 2022. Such option will vest 50% upon grant, with the remaining 50% to vest in five equal installments at the end of each calendar month, beginning on August 31, 2022, for so long as Mr. Coates is Interim Chief Executive Officer subject to accelerated vesting upon a change in control of the Company.
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.
| Dated: August 17, 2022 | F45 Training Holdings Inc. | |||
| By: | /s/ Patrick Grosso | |||
| Patrick Grosso | ||||
| Chief Legal Officer | ||||