Adam Gilchrist Resigns from F45 Training Board Amid Financial Challenges and Compliance Issues

On April 21, F45 Training’s co-founder, Adam Gilchrist, resigned from the board of directors, as announced by the Austin-based fitness company. F45 Training, which originated in Australia, went public in July 2021 and has been trading on the New York Stock Exchange (NYSE) at under $1 since April 20. F45 Training received a notice from NYSE on April 14 that it was not in compliance with NYSE rules because it had yet to file its Form 10-K for its fourth quarter 2022 and full-year 2022 financials with the Securities and Exchange Commission (SEC). As of May 2, the company still has not filed the form, which is causing some concerns.

F45 Training attributed its inability to finalize the 2022 Form 10-K by the deadline to the need for additional time for the company and its independent registered public accounting firm to complete certain items. In February, F45 Training closed on a new $90 million subordinated debt facility from a consortium of existing investors led by affiliates of Kennedy Lewis Management LP. When the deal closed, three board members resigned and were replaced by four new independent board members. Gene Davis, who joined the board in November, was appointed chairman of the board. At that time, Gilchrist remained on the board.

When F45 Training appointed a new CEO, Tom Dowd, and moved actor and entrepreneur Mark Wahlberg into the role of chief brand officer on March 30, the announcement indicated that Gilchrist would remain on the board. However, less than a month later, he resigned. In July 2021, Gilchrist said that F45 Training had big plans for expansion, aiming to open around 25,000 locations in traditional locations and to expand F45’s college, high school, and military locations. Gilchrist projected the number of F45 Training locations could reach 40,000 to 50,000 with these expansion plans. He had hoped that the IPO would help franchisees grow their businesses.

In February, the Daily Mail Australia obtained court documents from the Federal Court of Australia that showed that Gilchrist’s financial company, Ironbark Advisory, and security company, Oracle Investigations, contend that Gilchrist had promised to pay them $15 million over several years and had been making irregular payments but stopped paying them entirely in July 2022. The companies asked the court to freeze all of Gilchrist’s assets.