Xponential Fitness, Inc. Announces Underwriters’ Exercise of Option to Purchase Additional Shares
February 21 2023 - 9:00AM
Business Wire
Xponential Fitness, Inc. (NYSE: XPOF) (the “Company,”
“Xponential Fitness” or “we”), the largest global franchisor of
boutique fitness brands, today announced that the underwriters of
its previously completed secondary offering of Class A common stock
have fully exercised their option to purchase an additional 750,000
shares of the Company’s Class A common stock (the “Option Shares”)
at a public offering price of $24.50 per share from certain of the
Company’s existing stockholders, affiliates of Snapdragon Capital
Partners. After giving effect to the sale of the Option Shares, the
total number of shares of Class A common stock sold by the selling
stockholders in this offering increased to 5,750,000 shares.
The offering of the Option Shares closed on February 17,
2023.
BofA Securities and Jefferies acted as the joint book-running
managers and underwriters for the offering, and Morgan Stanley also
acted as a joint book-running manager. Guggenheim Securities, Piper
Sandler, Baird and Raymond James acted as bookrunners for the
offering. Roth Capital Partners and R. Seelaus & Co., LLC acted
as co-managers for the offering.
The Option Shares were offered pursuant to a shelf registration
statement on Form S-3 that was declared effective by the U.S.
Securities and Exchange Commission (the “SEC”) on February 3, 2023.
The offering was made only by means of a prospectus supplement and
an accompanying prospectus relating to and describing the terms of
the offering, which was filed with the SEC and is available free of
charge by visiting EDGAR on the SEC’s website located at
www.sec.gov. A copy of the prospectus supplement and the
accompanying prospectus may also be obtained free of charge 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.
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 14 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”, “intend”, “will” or
similar expressions. Forward-looking statements inherently involve
risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements. 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, as updated by our subsequent Quarterly Reports on Form 10-Q
or under the heading “Risk Factors” included in the prospectus
supplement 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/20230221005275/en/
Kimberly Esterkin Addo Investor Relations
investor@xponential.com (310) 829-5400
Xponential Fitness (NYSE:XPOF)
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