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F45 Receives NYSE Notice Regarding Delayed Form 10-K Filing

F45 Training Holdings Inc. (NYSE: FXLV) (“F45” or the “Company”) today announced that it received a notice from the New York Stock Exchange (the “NYSE”) indicating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) with the Securities and Exchange Commission (the “SEC”). The notice has no immediate effect on the listing of the Company’s stock on the NYSE.

In accordance with NYSE rules, the Company has contacted the NYSE to discuss the status of the late filing and is issuing this required press release. The NYSE informed the Company that, under NYSE rules, the Company will have six months from March 31, 2023 to file the 2022 Form 10-K with the SEC. The Company can regain compliance with the NYSE listing standards at any time prior to that date by filing its 2022 Form 10-K. If the Company fails to file the 2022 Form 10-K before the NYSE’s compliance deadline, the NYSE may grant, at its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances. The notice from the NYSE also notes that the NYSE may nevertheless commence delisting proceedings at any time if it deems that the circumstances warrant.

As the Company reported in its Form 12b-25 filed with the SEC on March 16, 2023, the Company has been unable to finalize the 2022 Form 10-K because the Company and its independent registered public accounting firm require additional time to complete certain items with respect to the Company’s financial statement preparation and review processes, including management’s assessment of the effectiveness of the Company’s internal controls over financial reporting for the period ended December 31, 2022. The Company is not currently in a position to file the 2022 Form 10-K, but the Company continues to work expeditiously to conclude its review and will file the 2022 Form 10-K as soon as practicable.

About F45

F45 offers consumers functional 45-minute workouts that are effective, fun and community-driven. F45 utilizes proprietary technologies including a fitness programming algorithm and a digitally-enabled delivery platform that leverages a rich content database of thousands of unique functional training movements to offer new workouts each day and provide a standardized experience across F45’s global franchise. For more information, please visit

Forward-Looking Statements

This press release contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, the Company’s expectations as to timing and results of the conclusion of its financial statement review process. These forward-looking statements involve a number of risks and uncertainties. Words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or negatives of these words and variations of such words and similar expressions are intended to identify such forward-looking statements. All forward-looking statements included in this press release are based on management’s expectations as of the date of this press release and, except as required by law, F45 disclaims any obligation to update these forward- looking statements to reflect future events or circumstances.

Forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the discovery of additional information relevant to the review processes for our financial statements; the timing of the review by, and the conclusions of, our independent registered public accounting firm regarding our financial statements; and the risk that the completion and filing of the 2022 Form 10-K will take longer than expected. Detailed information regarding these and other factors that could affect F45’s business and results is included in F45’s SEC filings, including in the section titled “Risk Factors” in F45’s Annual Report on Form 10-K and other SEC filings.


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