Item 1. Security and Issuer
This Schedule 13D (Schedule 13D) relates to shares of Class A Common Stock of Xponential Fitness, Inc., a Delaware corporation (the
Issuer), whose principal executive offices are located at 17877 Von Karman Ave, Suite 100, Irvine, CA, 92614.
Item 2.
Identity and Background
(a) This Schedule 13D is being filed on behalf of (i) LAG Fit, Inc., a Delaware corporation (LAG
Fit) and (ii) Anthony Geisler (collectively, the Reporting Persons). LAG Fit is wholly owned by Mr. Geisler, who also serves as the sole director and officer.
(b) The business/residence address for the Reporting Persons is 6789 Quail Hill Parkway #408, Irvine, CA 92603.
(c) Anthony Geisler is the Chief Executive Officer and Chairman of the Board of Directors (the Board) of the Issuer.
(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any
violation with respect to such laws.
(f) See Item 6 of the respective cover page of each Reporting Person.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons acquired equity interests in of H&W Franchise Holdings LLC, a Delaware limited liability company (H&W Franchise
Holdings), in exchange for certain services performed by Mr. Geisler and cash investment. Xponential Fitness, Inc. (the Issuer) was formed to facilitate an initial public offering (the IPO) of the
family of fitness brands owned by H&W Franchise Holdings and serves as the issuer of Class A Common Stock offered in the IPO and Class B Common Stock issued in connection with the Reorganization (defined below).
After a series of transactions in connection with the IPO (the Reorganization):
|
|
|
LAG Fit became the holder of an aggregate of (i) 7,439,858 LLC units (the LLC Units) of
Xponential Intermediate Holdings LLC, a Delaware limited liability company and the surviving entity of a merger with H&W Franchise Holdings (Xponential Holdings), subject to the terms of the second amended and restated limited
liability company operating agreement of Xponential Holdings (the Amended LLC Agreement), (ii) 7,439,858 shares of Class B Common Stock of the Issuer, and (iii) 83,330 shares of Class A Common Stock of the Issuer; and
|
|
|
|
Mr. Geisler became the holder of an aggregate of (i) 2,779,256 LLC Units of Xponential Holdings, subject to
the terms of the Amended LLC Agreement, and (ii) 1,081,308 shares of Class B Common Stock of the Issuer, which correspond to the number of vested LLC Units. The Issuer will issue Mr. Geisler additional shares of Class B Common Stock,
on a one-for-one basis, upon the vesting of his currently unvested LLC Units.
|
For a detailed description of the Reorganization and the Amended LLC Agreement, see the Issuers Prospectus Supplement to the Registration Statement on
Form S-1, as amended and supplemented, filed on July 26, 2021 (the Prospectus).
On
July 26, 2021, the Reorganization was completed. Thereafter, the Issuer publicly offered an aggregate of 10,000,000 shares of Class A Common Stock at an initial public offering price of $12.00 per share.
Item 4. Purpose of Transaction
The
Reporting Persons acquired the securities reported herein primarily for investment purposes. The Reporting Persons intend to evaluate this investment in the Issuer and options with respect to such investment on an ongoing basis.
The Reporting Persons may acquire additional shares of Class A Common Stock and/or other securities of the Issuer from time to time, and
Mr. Geisler, who is also the Chief Executive Officer and director of the Company, has sole dispositive and voting power and may dispose of any or all of such shares of Class A Common Stock and Class B Common Stock or other securities
held or beneficially owned by the Reporting Persons.