The Beachbody Company Inc SEC Filings

The Beachbody Company, Inc. filed a Rule 424(b)(3) prospectus supplement covering the resale by selling stockholders of 4,866,405 shares of Class A common stock and 5,333,333 warrants, and the potential issuance of up to 306,667 shares of Class A common stock upon exercise of outstanding public and private placement warrants. Every 50 private placement warrants are exercisable for one share at an exercise price of $575.00 per share.

The supplement attaches the company’s Form 10‑Q for the quarter ended September 30, 2025. Quarterly revenue was $59,887 thousand and net income was $3,569 thousand, with operating income of $4,986 thousand. Cash and cash equivalents were $33,949 thousand and total liabilities were $121,722 thousand.

The 10‑Q discloses anticipated violations of financial covenants under the $35.0 million ABL Facility that raise substantial doubt about the company’s ability to continue as a going concern, although management is in discussions to amend covenants. Shares outstanding were 4,359,034 Class A and 2,729,003 Class X as of November 3, 2025.

The Beachbody Company (BODI) reported Q3 results. Revenue was $59.9 million, down from $102.2 million a year ago, as digital ($36.4 million) and nutrition ($23.5 million) declined and connected fitness contributed no revenue. Despite lower sales, the company generated operating income of $5.0 million and net income of $3.6 million, helped by reduced operating expenses.

For the first nine months, operating cash flow was $16.8 million. Cash and cash equivalents were $33.9 million at September 30, 2025. The company entered a $35.0 million ABL facility in May and had $25.0 million outstanding; the effective interest rate since inception was 15.21%.

Liquidity risk: Management disclosed anticipated violations of minimum digital subscriptions (at December 31, 2025) and minimum billings (in Q1 2026) covenants under the ABL facility. Discussions to amend are underway, but the uncertainty raises substantial doubt about the company’s ability to continue as a going concern within one year after issuance. Total liabilities were $121.7 million and stockholders’ equity was $24.7 million.

The Beachbody Company, Inc. (BODI) furnished its quarterly results. The company announced financial results for the quarter ended September 30, 2025, and made a press release available as Exhibit 99.1.

The information was provided under Item 2.02 of a Form 8-K and is being furnished, not filed, under the Exchange Act. The press release is dated November 10, 2025. Beachbody’s Class A common stock trades on Nasdaq under the symbol BODI.

The filing is Amendment No. 5 to a Schedule 13D by Carl Daikeler reporting his holdings in The Beachbody Company, Inc. (Class A Common Stock and Class X Common Stock). Mr. Daikeler beneficially owns 2,576,991 shares of Class X Common Stock and 20,158 stock options to acquire Class A shares that are currently exercisable or will vest within 60 days. The Class A equivalent ownership is reported as 37.4% as of September 17, 2025 (based on 4,355,973 Class A shares outstanding) and was 37.5% as of June 5, 2025 (based on 4,336,409 outstanding). Each Class X share carries 10 votes; the filing reports Mr. Daikeler controls sole voting and dispositive power and held 81.4% voting power on September 17, 2025 (81.5% on June 5, 2025). The filing states no transactions in the prior 60 days and otherwise supplements earlier Schedule 13D filings.

The Beachbody Company, Inc. received a Schedule 13G showing that Whetstone Capital Advisors, LLC and David Atterbury together report beneficial ownership of 354,467 shares of Class A common stock, representing 8.3% of the class. The filing shows no sole voting or dispositive power; the reported positions are shared voting and shared dispositive power. The reporting persons certify the stake was not acquired to change or influence control and the filing identifies Whetstone as an investment adviser and Atterbury as a control/holding person in their capacities. This disclosure signals a significant passive stake above the 5% threshold without an intent to seek control.

Insider sale by an officer: The reporting person, identified as Interim Chief Financial Officer Bradley Ramberg, disposed of 5,112 shares of Class A common stock at $5.22 per share. After the transaction the reporting person beneficially owned 104,038 shares, held directly. The Form 4 indicates this was an individual filing and reports a routine non-derivative sale of company stock.