UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 3, 2023, Xponential Fitness, Inc. (the “Company”) and certain of the Company’s domestic subsidiaries entered into a fifth amendment (the “Amendment”) to its existing financing agreement dated as of April 19, 2021, as previously amended by the first amendment thereto dated as of July 27, 2021, the second amendment thereto dated as of August 8, 2021, the third amendment thereto dated as of September 30, 2022 and the fourth amendment thereto dated as of January 9, 2023, with Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, including certain entities affiliated with MSD Partners (together with the Amendment, the “Credit Agreement”).
The Amendment provides for, among other things, additional term loans in an aggregate principal amount of $65.0 million (the “Fifth Amendment Incremental Term Loans”), the proceeds of which will be used to buy back common stock of Xponential Fitness, Inc., the payment of fees, costs and expenses related to the making Fifth Amendment Incremental Term Loans and for general corporate purposes. The Amendment also replaces the benchmark interest rate based on the London Interbank Offered Rate (“LIBOR”) (and related LIBOR-based mechanics) applicable to the loans under the Credit Agreement with a benchmark interest rate based on the forward-looking secured overnight financing rate (“Term SOFR”) (and related Term SOFR-based mechanics).
The above disclosure is a summary and qualified in its entirety by the Amendment, a copy of which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2023, pursuant to the rules and regulation of the Securities and Exchange Act of 1934, as amended.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information contained in Item 1.01 above is incorporated by reference herein.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On August 1, 2023, the Human Capital Management Committee of the Board of Directors of the Company approved an increase in the annual base salary for John Meloun, Chief Financial Officer of the Company, to $425,000, and an increase in the annual cash bonus opportunity to 60%, effective immediately.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| XPONENTIAL FITNESS, INC. | ||||||
| Date: August 4, 2023 | By: | /s/ John Meloun | ||||
| Name: | John Meloun | |||||
| Title: | Chief Financial Officer | |||||