F45 Training Holdings Inc., Austin, Texas, received a notice on April 14 from the New York Stock Exchange (NYSE) that the company is not in compliance with NYSE rules because it has yet to file its fourth quarter 2022 and full-year 2022 financials with the Securities and Exchange Commission (SEC), F45 Training said.
Public companies have 90 days after the end of a quarter to file a Form 10-K with the SEC, which means the deadline for the 2022 form was March 31.
F45 Training announced on March 16 that it was unable to finalize the 2022 Form 10-K by the deadline. It said that the company and its independent registered public accounting firm required additional time to complete certain items with respect to the form’s preparation and review processes, including management’s assessment of the effectiveness of the company’s internal controls over financial reporting for 2022.
The NYSE notice has no immediate effect on the listing of the company’s stock on the NYSE, where it started trading in July 2021. F45 Training has six months from March 31, 2023, to file the required Form 10-K with the SEC, but it can regain compliance sooner if it files the required form.
If the company fails to file the 2022 Form 10-K before the deadline, the NYSE may extend the deadline for up to six additional months, depending on the specific circumstances.
However, the NYSE may begin delisting proceedings at any time if it deems that the circumstances warrant.
F45 Training shared on April 14 that it was still unable to file the form but continues to work to conclude its review and will file the form as soon as practicable.
On March 30, the company announced that Tom Dowd had been appointed as CEO and actor Mark Wahlberg as chief brand officer. The two are business partners and had already been investors in the company.