UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.02. | Results of Operations and Financial Condition |
On March 13, 2025, Xponential Fitness, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 4.02. | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review |
The disclosure in Item 2.02 above is incorporated herein. On March 13, 2025, the Board of Directors of the Company (the “Board”), upon recommendation by the Audit Committee of the Board (the “Audit Committee”), determined that the Company’s financial statements for its fiscal year ended December 31, 2023 should be restated; therefore, such financial statements, and the related report of its independent registered public accounting firm, as included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 should no longer be relied upon. The Audit Committee discussed the matter with the Company’s independent registered public accountant. The Company expects to file corrected numbers in its upcoming Annual Report on Form 10-K for the year ended December 31, 2024, which it plans to file March 14, 2025.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release dated March 13, 2025 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| XPONENTIAL FITNESS, INC. | ||||
| Date: March 13, 2025 | By: | /s/ Mark King | ||
| Name: | Mark King | |||
| Title: | Chief Executive Officer | |||