The Beachbody Company, Inc. Announces $5,300,000 Registered Direct Offering

The Beachbody Company, Inc (NYSE: BODY) (“BODi or the “Company”), a leading subscription health and wellness company, today announced that it has entered into a definitive securities purchase agreement with certain institutional investors for the purchase and sale of 543,590 shares of the Company’s common stock (or common stock equivalents) at a purchase price of $9.75 per share of common stock (or common stock equivalent) in a registered direct offering. The closing of the offering is expected to occur on or about December 13, 2023, subject to the satisfaction of customary closing conditions.

In addition, in a concurrent private placement, the Company will issue to the investors warrants to purchase up to 543,590 shares of common stock. The warrants have an exercise price of $11.24 per share, will be exercisable six months following the date of issuance and will have a term of five and one-half years following the date of issuance.

Roth Capital Partners is acting as the exclusive placement agent for the offering.

The gross proceeds to the Company from this offering are expected to be approximately $5.3 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for general corporate purposes.

The securities in the offering described above (but not the warrants issued in the concurrent private placement or the shares of common stock underlying the warrants) are being offered by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-274828) previously filed with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on October 10, 2023. The offering is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement, relating to the offering that will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting Roth Capital Partners, LLC at 888 San Clemente Drive, Newport Beach CA 92660, by phone at [phone].