Form 10-K/A - Annual report [Section 13 and 15(d), not S-K Item 405]: [Amend]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K/A

(Amendment No. 1)

 

 

(Mark One)

 

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

OR

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM     TO     

Commission File Number

001-40638

 

 

Xponential Fitness, Inc.

(Exact name of Registrant as specified in its Charter)

 

 

 

Delaware		84-4395129
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
17877 Von Karman Ave., Suite 100
Irvine, CA		92614
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: [phone]

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		XPOF		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

 

 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ 

NO

 ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ 

NO

 ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 

YES

 ☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). 

YES

 ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☒
Non-accelerated filer		☐		Smaller reporting company		☐
Emerging growth company		☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to

§240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). YES ☐ NO ☒

The aggregate market value of the Registrant’s Class A Common Stock held by

non-affiliates,

computed by reference to the last reported sale price of the Class A common stock as reported on the New York Stock Exchange on June 30, 2024, was approximately $389.0 million.

The number of outstanding shares (in thousands) of the registrant’s Class A common stock and Class B common stock as of November 1, 2024 was 32,287 and 16,016 shares, respectively

DOCUMENTS INCORPORATED BY REFERENCE

None.

 

 

 

EXPLANATORY NOTE

This Amendment No. 1 on Form

10-K/A

(this “Amendment”) amends t

h

e Annual Report on Form

10-K

of Xponential Fitness, Inc. (the “Company”) for the period ended December 31, 2022, originally filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2023 (the “Original Form

10-K”).

This Amendment is being filed for the sole purpose of revising the certifications contained in Exhibits 31.1 and 31.2 to add language regarding internal control over financial reporting in paragraph 4 of the certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”), which was inadvertently omitted from the Section 302 Certifications attached to the Original Form

10-K.

This Amendment contains only the cover page, this explanatory note, the signature page and the revised Section 302 Certifications filed as Exhibits 31.1 and 31.2 to this Amendment. Because no financial statements have been included in this Amendment, paragraph 3 has been omitted from each of the revised Section 302 Certifications. No other changes have been made to the Original Form

10-K.

This Amendment speaks as of the original filing date of the Original Form

10-K,

does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the Original Form

10-K.

Accordingly, this Amendment should be read in conjunction with the Original Form

10-K

and the Company’s other filings made with the SEC subsequent to the filing of the Original Form

10-

K.

 

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

Exhibit Index

 

Exhibit No.		Exhibit Description		Form		File No.		Exhibit		Filing Date
3.1		Amended and Restated Certificate of Incorporation of Xponential Fitness, Inc.		S-1/A		333 -257443		3.2		7/22/2021
3.2		Amended and Restated Bylaws of Xponential Fitness, Inc.		S-1/A		333 -257443		3.4		07/16/2021
3.3		Certificate of Designations of 6.50% Series A Convertible Preferred Stock of Xponential Fitness, Inc.		S-1/A		333 -257443		3.5		06/29/2021
3.4		Certificate of Designations of 6.50% Series A-1 Convertible Preferred Stock of Xponential Fitness, Inc.		S-1/A		333 -257443		3.6		06/29/2021
4.1		Specimen Class A Common Stock Certificate of Xponential Fitness, Inc.		S-1		333 -257443		4.1		06/25/2021
4.2		Description of Securities.		10 -K		000 - 40638		4.2		03/07/2022
10.1		Second Amended and Restated Limited Liability Company Operating Agreement of Xponential Intermediate Holdings, LLC.		S-1/A		333 -257443		10.12		06/29/2021
10.2		Form of Registration Rights Agreement among Xponential Fitness, Inc. and the Investors named therein.		S-1		333 -257443		10.15		06/25/2021
10.3		Form of Indemnification Agreement between Xponential Fitness, Inc., Xponential Holdings, LLC and its directors and executive officers.+		S-1		333 -257443		10.26		06/25/2021
10.4		Office Lease dated as of November 16, 2017 by and between Quintana Office Property LLC and Xponential Fitness LLC.		S-1		333 -257443		10.1		06/25/2021
10.5		Financing Agreement dated as of April 19, 2021 by and among Xponential Intermediate Holdings, LLC, as Parent, Xponential Fitness, LLC, each other subsidiary of Parent listed, as Borrowers and each other subsidiary of Parent listed as a Guarantor, as Guarantors, the lenders party thereto, as Lenders, and Wilmington Trust, National Association, as Collateral Agent and Administrative Agent.		S-1		333 -257443		10.8		06/25/2021
10.6		Tax Receivable Agreement among Xponential Fitness, Inc., Xponential Intermediate Holdings, LLC and the Persons named therein.		S-1/A		333 -257443		10.13		07/16/2021

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Exhibit No.		Exhibit Description		Form		File No.		Exhibit		Filing Date
10.7		Form of Xponential Fitness, Inc. Omnibus Incentive Plan.+		S-1/A		333 -257443		10.16		07/16/2021
10.8		Form of Xponential Fitness, Inc. Employee Stock Purchase Plan.+		S-1/A		333 -257443		10.17		07/16/2021
10.9		Xponential Fitness, Inc. Omnibus Incentive Plan Form of Notice of RSU Award.+		S-1/A		333 -257443		10.28		07/16/21
10.10		Employment Agreement dated as of July 1, 2021 by and between Xponential Fitness, LLC and Anthony Geisler.+		S-1/A		333 -257443		10.18		07/16/21
10.11		Employment Agreement dated as of June 17, 2021 by and between Xponential Fitness, LLC and John Meloun.+		S-1		333 -257443		10.19		06/25/2021
10.12		Employment Agreement dated as of June 17, 2021 by and between Xponential Fitness, LLC and Sarah Luna.+		S-1		333 -257443		10.22		06/25/2021
10.13		Employment Agreement dated as of June 17, 2021 by and between Xponential Fitness, LLC and Ryan Junk.+		S-1		333 -257443		10.21		06/25/2021
10.14		Employment Agreement dated as of June 17, 2021 by and between Xponential Fitness, LLC and Megan Moen.+		S-1		333 -257443		10.20		06/25/2021
10.15		First Amended and Restated Phantom Equity Plan of Club Pilates Franchise, LLC.+		S-1		333 -257443		10.24		06/25/2021
10.16		First Amended and Restated Phantom Equity Plan of CycleBar Holdco, LLC.+		10 -K		000 - 40638		10.16		03/07/2022
10.17		Securities Purchase Agreement dated as of June 25, 2021 by and among the Purchasers listed therein and Xponential Fitness, Inc.		S-1/A		333 -257443		10.27		06/29/2021
10.18		First Amended and Restated Profits Interest Plan of H&W Franchise Holdings LLC.		S-1		333 -257443		10.23		06/25/2021
10.19		Amendment No. 1 to Second Amended and Restated Limited Liability Operating Company Agreement of Xponential Intermediate Holdings LLC dated December 20, 2021.		10 -Q		001 -40638		10.1		05/13/2022
10.20		Non-Employee Director Compensation Policy		10 -Q		001 - 40638		10.1		08/12/2022
10.21		Third Amendment dated as of September 30, 2022 to Financing Agreement by and among Xponential Intermediate Holdings, LLC, as Parent, Xponential Fitness, LLC, each other subsidiary of Parent listed, as Borrowers and each other subsidiary of Parent listed as a Guarantor, as Guarantors, the lenders party thereto, as Lenders, and Wilmington Trust, National Association, as Collateral Agent and Administrative Agent.		10 -Q		001-40638		10.1		11/10/2022
21.1		Subsidiaries of Registrant.		10-K		001-40638		21.1		03/06/2023
23.1		Consent of Deloitte & Touche LLP		10-K		001-40638		23.1		03/06/2023
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		10-K		001-40638		32.2		03/06/2023

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Exhibit No.		Exhibit Description		Form		File No.		Exhibit		Filing Date
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		10-K		001-40638		32.2		03/06/2023
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*	Revised Certification filed herewith.

+	Denotes management contract or compensatory plan, contract or arrangement.

†	Portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

				Xponential Fitness, Inc.
Date: November 26, 2024				By:		/s/ John Meloun
						John Meloun
						Chief Financial Officer
						(Duly Authorized Officer, Principal Financial Officer and Principal Accounting Officer)

 

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Meloun, certify that:

1. I have reviewed this annual report on Form 10-K/A of Xponential Fitness, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. [Paragraph intentionally omitted pursuant to Compliance & Disclosure Interpretation 246.13 related to Regulation S-K];

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 26, 2024				By:		/s/ John Meloun
						John Meloun
						Chief Financial Officer
						(Principal Financial Officer)

 

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark King, certify that:

1. I have reviewed this annual report on Form 10-K/A of Xponential Fitness, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. [Paragraph intentionally omitted pursuant to Compliance & Disclosure Interpretation 246.13 related to Regulation S-K];

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 26, 2024				By:		/s/ Mark King
						Mark King
						Chief Executive Officer
						(Principal Executive Officer)

 

Cover Page - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Nov. 01, 2024	Jun. 30, 2024
Document Information [Line Items]
Document Type	10-K/A
Amendment Flag	true
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Registrant Name	Xponential Fitness, Inc.
Entity Central Index Key	0001802156
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	XPOF
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
ICFR Auditor Attestation Flag	false
Entity Public Float			$ 389.0
Entity File Number	001-40638
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-4395129
Entity Address, Address Line One	17877 Von Karman Ave.
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92614
City Area Code	949
Local Phone Number	346-3000
Document Annual Report	true
Document Transition Report	false
Current Fiscal Year End Date	--12-31
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE None.
Amendment Description	This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of Xponential Fitness, Inc. (the “Company”) for the period ended December 31, 2022, originally filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2023 (the “Original Form 10-K”). This Amendment is being filed for the sole purpose of revising the certifications contained in Exhibits 31.1 and 31.2 to add language regarding internal control over financial reporting in paragraph 4 of the certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”), which was inadvertently omitted from the Section 302 Certifications attached to the Original Form 10-K. This Amendment contains only the cover page, this explanatory note, the signature page and the revised Section 302 Certifications filed as Exhibits 31.1 and 31.2 to this Amendment. Because no financial statements have been included in this Amendment, paragraph 3 has been omitted from each of the revised Section 302 Certifications. No other changes have been made to the Original Form 10-K. This Amendment speaks as of the original filing date of the Original Form 10-K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company’s other filings made with the SEC subsequent to the filing of the Original Form 10- K.
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		32,287,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		16,016,000

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