UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 24, 2022, the Board of Directors (the “Board”) of F45 Training Holdings Inc. (the “Company”) appointed Ben Coates, an existing member of the Board, as Interim Chief Executive Officer, to serve while the Board conducts a search for a permanent Chief Executive Officer.
On September 20, 2022, the Company entered into an employment agreement with Mr. Coates in connection with his service as the Interim Chief Executive Officer (the “Employment Agreement”). The Employment Agreement provides for a term that expires upon the earlier of January 31, 2023 and the date Mr. Coates’ employment with the Company terminates for any reason. As previously disclosed on the Form 8-K dated August 11, 2022, and amended August 17, 2022, Mr. Coates will receive a base salary at a rate of $1,500,000 per annum with (i) $1,000,000 payable in cash and (ii) $500,000 paid in the form of a restricted stock units award that vest in 12 equal installments at the end of each calendar month. The number of shares subject to the restricted stock units award was based on the closing price of the Company’s common stock on August 17, 2022. The Employment Agreement provides that Mr. Coates is eligible to participate in any employee benefits or compensation practices generally available to other executive officers, including paid time off policies.
The Employment Agreement contains certain severance provisions which provide for the benefits to be received by Mr. Coates upon termination of employment prior to January 31, 2023. In the event of Mr. Coates’ termination of employment due to Mr. Coates’ dismissal or discharge other than for cause or by reason of his death or disability, and subject to certain conditions, Mr. Coates will receive a cash severance payment in an amount equal to 50% of his base salary, less any amounts paid by the Company from July 24, 2022 through the date of termination. Upon such termination, Mr. Coates’ unvested stock options, restricted stock, restricted stock units, performance stock units and other equity-based awards that would have become vested based on continued employment through January 31, 2023, will become immediately vested on the date of termination.
Pursuant to the Employment Agreement, Mr. Coates has agreed that during the term of his employment he will not directly or indirectly engage in or become financially interested in any business that is known by Mr. Coates to compete directly with the Company.
The foregoing summary of the Employment Agreement does not purport to be a complete description of the Employment Agreement and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Employment Agreement, by and between Ben Coates and F45 Training Holdings Inc., dated September 20, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
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.
| Dated: September 21, 2022 | F45 Training Holdings Inc. | |||||
| By: | /s/ Patrick Grosso | |||||
| Patrick Grosso | ||||||
| Chief Legal Officer | ||||||