Xponential Fitness, Inc. Announces Secondary Offering of Class A Common Stock by Selling Stockholders
April 04 2022 - 4:08PM
Business Wire
Xponential Fitness, Inc. (NYSE: XPOF) (the “Company” or
“Xponential Fitness”), the largest global franchisor of boutique
fitness brands, today announced the commencement of an underwritten
public offering of 4,500,000 shares of the Company’s Class A common
stock (the “Offering”) by certain of the Company's existing
stockholders, affiliates of Snapdragon Capital Partners (the
“Selling Stockholders”). The Selling Stockholders intend to grant
the underwriters a 30-day option to purchase up to an additional
675,000 shares of the Company’s Class A common stock to be sold by
the Selling Stockholders. The Company will not receive any proceeds
from the sale of the shares being offered by the Selling
Stockholders.
BofA Securities and Jefferies are acting as joint lead
bookrunners for the proposed Offering.
The proposed Offering will be made only by means of a
prospectus. A copy of the preliminary prospectus, when available,
may be obtained from: BofA Securities, Attn: Prospectus Department,
NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC
28255, email: dg.prospectus_requests@bofa.com; or Jefferies LLC,
Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue,
New York, NY 10022, telephone: (877) 821-7388, email:
Prospectus_Department@Jefferies.com.
A registration statement, including a prospectus, which is
preliminary and subject to completion, relating to the proposed
sale of these securities has been filed with the U.S. Securities
and Exchange Commission (the “SEC”) but has not yet become
effective. These securities may not be sold nor may offers to buy
be accepted prior to the time the registration statement becomes
effective. This press release shall not constitute an offer to sell
or the solicitation of an offer to buy any securities, nor shall
there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state or jurisdiction.
About Xponential Fitness, Inc.
Xponential Fitness, Inc. (NYSE: XPOF) is the largest global
franchisor of boutique fitness brands. Through its mission to make
boutique fitness accessible to everyone, the Company operates a
diversified platform of ten brands spanning across verticals
including Pilates, indoor cycling, barre, stretching, rowing,
dancing, boxing, running, functional training and yoga. In
partnership with its franchisees, Xponential Fitness offers
energetic, accessible, and personalized workout experiences led by
highly qualified instructors in studio locations across 48 U.S.
states and Canada, and through master franchise or international
expansion agreements in 10 additional countries. Xponential
Fitness' portfolio of brands includes Club Pilates, the largest
Pilates brand in the United States; CycleBar, the largest indoor
cycling brand in the United States; StretchLab, a concept offering
one-on-one and group stretching services; Row House, the largest
franchised indoor rowing brand in the United States; AKT, a
dance-based cardio workout combining toning, interval and circuit
training; YogaSix, the largest franchised yoga brand in the United
States; Pure Barre, a total body workout that uses the ballet barre
to perform small isometric movements, and the largest Barre brand
in the United States; STRIDE, a treadmill-based cardio and strength
training concept; Rumble, a boxing-inspired full-body workout; and
BFT, a functional training and strength-based program.
Forward-Looking Statements
This press release includes statements that may constitute
“forward-looking” statements, usually containing the words
“believe,” “estimate,” “project,” “expect” or similar expressions.
These forward-looking statements include, without limitation,
references to the completion, timing and size of the public
offering. Forward-looking statements inherently involve risks and
uncertainties that could cause actual results to differ materially
from the forward-looking statements. Factors that would cause or
contribute to such differences include, but are not limited to,
risks and uncertainties related to completion of the public
offering and the satisfaction of customary closing conditions
related to the public offering. There can be no assurance that we
will be able to complete the public offering on the anticipated
terms, or at all. Applicable risks also include those identified
under the heading “Risk Factors” in our Annual Report on Form 10-K
for the year ended December 31, 2021 or under the heading “Risk
Factors” included in the preliminary prospectus and in any
subsequent filings with the SEC. Additional information will be
made available by our annual and quarterly reports and other
filings that we make from time to time with the SEC. These
forward-looking statements speak only as of the date of this press
release. Factors or events that could cause our actual results to
differ may emerge from time to time, and it is not possible for us
to predict all of them. We undertake no obligation to update any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by
applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20220403005075/en/
Kimberly Esterkin Addo Investor Relations
investor@xponential.com (310) 829-5400
Xponential Fitness (NYSE:XPOF)
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