WW INTERNATIONAL, INC.
For the period ended Mar 29, 2025. Filed May 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 29, 2025 · Filed May 6, 2025
WW$11.31-11.9%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-28; filed 2024-11-06.
0000950170-24-122255
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2025-03-29; filed 2025-05-06.
0000950170-25-064482
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 14 previous paragraphs and 33 current paragraphs.
8 unchanged; 3 reworded; 21 added; 3 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
There have been no material changes in the risk factors from those detailed in our Annual Report on Form 10-K for fiscal 2024 other than as set forth below.
Added paragraphs (21)
Current report
Our ability to meet our debt service obligations may be adversely impacted if our debt is accelerated due to our anticipated event of default under our Revolving Credit Facility.
Current report
As of March 29, 2025, our total debt was $1,616.3 million, consisting of $945.0 million of borrowings under our Term Loan Facility that mature on April 13, 2028, $500.0 million in aggregate principal amount of Senior Secured Notes that matures on April 15, 2029 and $171.3 million of borrowings under our Revolving Credit Facility that mature on April 13, 2026. Under the terms of our Revolving Credit Facility, if the aggregate principal amount of extensions of credit (inclusive of outstanding letters of credit) under the Revolving Credit Facility as of any fiscal quarter end exceeds 35%, or $61.3 million, of the aggregate revolving commitments, we are required to be in compliance with a consolidated first lien secured net leverage ratio not to exceed 5.25:1.00 through and including the first fiscal quarter of 2025 and not to exceed 5.00:1.00 thereafter. Our consolidated first lien secured net leverage ratio as of March 29, 2025 was 7.37:1.00, and we will not be able to meet the 5.25:1.00 consolidated first lien secured net leverage ratio as of March 29, 2025 when tested in the coming weeks. Accordingly, the Company expects an event of default to occur under the Revolving Credit Facility upon the delivery of the next compliance certificate and the expiration of the applicable cure period, which is to occur on or before June 4, 2025.
Current report
Our ability to meet our debt service obligations may be impacted by the anticipated event of default under the Revolving Credit Facility which may result in acceleration of our indebtedness. We do not currently expect to receive a waiver and, as a result, the maturity of borrowings under the Revolving Credit Facility may be accelerated. If the Revolving Credit Facility is accelerated, the Term Loan Facility and Senior Secured Notes may be accelerated as the Term Loan Facility and Senior Secured Notes contain cross-default and/or cross-acceleration provisions. If our indebtedness is accelerated, we may not be able to repay our indebtedness, including making interest and principal payments, and we may not be able to borrow sufficient funds to refinance such indebtedness. Any such acceleration likely would independently cause us to file for bankruptcy.
Current report
We may be subject to other risks and uncertainties associated with a potential restructuring transaction if, as anticipated, it is implemented through a bankruptcy.
Current report
We have engaged in substantive discussions with certain of our creditors, and we expect that these discussions will result in a restructuring transaction that we anticipate will imminently be implemented through Chapter 11 Cases. If such Chapter 11 Cases are commenced, the Company and its applicable affiliates would be expected to continue to operate the business as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court of the applicable jurisdiction and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Company would plan to seek approval of customary first day motions to ensure its ability to continue operating in the ordinary course of business both domestically and internationally, including authority to pay employee wages and benefits and vendors and suppliers in the ordinary course of business, but there can be no assurance as to how quickly such motions would be approved.
Current report
Our operations and ability to execute our business plan, our financial condition and our liquidity during any Chapter 11 Cases would be subject to the risks and uncertainties associated with the filing thereof. These risks include the following: our ability to confirm and consummate any plan of reorganization; our ability to obtain and/or maintain court approval with respect to motions filed in any Chapter 11 Cases from time to time; our ability to maintain our relationships with our vendors, members, employees and other third parties; the impact of negative publicity associated with a bankruptcy filing on our business; our ability to maintain contracts that are critical to our operations; our ability to execute on our business plan; our ability to attract, motivate and retain key employees and our management team; the high costs of bankruptcy and related fees; the ability of third parties to seek and obtain court approval to terminate contracts and other agreements with us; the ability of third parties to seek and obtain court approval to terminate or shorten the exclusivity period for us to propose and confirm a plan of reorganization, to appoint a Chapter 11 trustee or examiner, or to convert any Chapter 11 Cases to a Chapter 7 proceeding; the actions and decisions of our creditors and other third parties who have interests in any Chapter 11 Cases that may be inconsistent with our plans; our ability to remain listed on The Nasdaq Stock Market LLC (“Nasdaq”); and uncertainties and continuing risks associated with our ability to achieve our stated goals.
Current report
Given the inherent uncertainties associated with our discussions with creditors, any resolution through a restructuring support agreement and bankruptcy process is uncertain and our business may be adversely impacted, including by experiencing a loss of members and vendors who may be concerned about our long-term prospects. In addition, the filing of Chapter 11 Cases could affect our business and operations in various ways and we cannot predict the timing and impact of events that may occur during such time, including negative publicity and the need to seek court or creditor approval for certain actions.
Current report
The negotiations regarding potential restructuring transactions have consumed and will continue to consume a substantial portion of the time and attention of our management, which may have an adverse effect on our business and results of operations.
Current report
Our management has spent, and continues to be required to spend, a significant amount of time and effort focusing on potential restructuring transactions (including the anticipated Chapter 11 Cases). This diversion of attention may have a material adverse effect on the conduct of our business, and, as a result, on our financial condition and results of operations, particularly if the restructuring transactions are protracted. During the pendency of any restructuring transactions, our employees may face considerable distraction and uncertainty, and we may experience increased levels of employee attrition. A loss of key personnel or material erosion of employee morale could have a materially adverse effect on our ability to meet member expectations, thereby adversely affecting our business and results of operations. The failure to retain or attract members of our management team and other key personnel could impair our ability to execute our strategy and implement operational initiatives, thereby having a material adverse effect on our financial condition and results of operations.
Current report
Our common stock may be delisted from Nasdaq and there is no guarantee that our common stock will be regularly traded on the over-the-counter markets.
Current report
The shares of our common stock are currently listed on Nasdaq under the symbol “WW.” In the event of filing of the Chapter 11 Cases, we anticipate that our shares would be suspended from trading and may eventually be delisted from Nasdaq.
Current report
There can be no assurance that the Company will be able to maintain its listing on Nasdaq during the pendency of any Chapter 11 Cases. If Nasdaq determines to continue the listing of our common stock during any bankruptcy reorganization, we would nevertheless be required to satisfy all requirements for listing, upon emerging from bankruptcy proceedings. There is no guarantee we could satisfy all requirements for initial listing upon emergence from any potential bankruptcy proceeding or be able to list any new common equity for a reorganized Company.
Current report
Delisting would have an adverse effect on the liquidity of our common stock and, as a result, the market price for our common stock is likely to become more volatile. Delisting may also reduce the number of investors willing to hold or acquire our common stock and negatively impact our ability to access equity markets and obtain financing. Delisting would also be expected to negatively impact your ability to sell or otherwise transact in our common stock.
Current report
If our shares are suspended from trading on Nasdaq, our common stock would be expected to be quoted in the OTC Pink Current Market. The OTC Pink Current Market is a significantly more limited market than Nasdaq, and quotation on the OTC Pink Current Market will likely result in a less liquid market for existing and potential holders of the common stock to trade our common stock and could further depress the trading price of our common stock. There is no guarantee that our common stock would be regularly traded on the over-the-counter markets, and accordingly, our common stock could become illiquid. We can provide no assurance as to whether broker-dealers will continue to provide public quotes of the common stock on this market, or whether the trading volume of the common stock will be sufficient to provide for an efficient trading market.
Current report
Our business is subject to legislative and regulatory restrictions.
Current report
A number of laws and regulations govern our advertising and marketing, services, products, operations and relations with consumers, licensees, franchisees, coaches, guides, employees and government authorities in the countries in which we operate.
Current report
Certain federal, state and foreign agencies, such as the U.S. Federal Trade Commission (the “FTC”) and the U.S. Food and Drug Administration (the “FDA”), regulate and enforce such laws and regulations relating to advertising and marketing, promotions, packaging, labeling, privacy, consumer pricing and billing arrangements, and other consumer protection matters. In addition, the FTC recently announced a final “click-to-cancel” rule that will require providers of subscription services like ourselves to make it as easy for consumers to cancel their enrollment as it was to sign up. Other jurisdictions and states, such as California, have adopted similar and even more restrictive legislation. This new legislation and regulation could have a material negative impact on our business by resulting in an increase in subscription terminations. A determination by a federal, state or foreign agency, or a court in connection with a governmental enforcement action or private litigation, that any of our practices do not meet existing or new laws or regulations could result in liability, adverse publicity, and restrictions on our business operations. For example, during the mid-1990s, the FTC filed complaints against a number of commercial weight management providers alleging violations of federal law in connection with the use of advertisements that featured testimonials, claims for program success and program costs. In 1997, we entered into a consent order with the FTC settling all contested issues raised in the complaint filed against us. The consent order required us to comply with certain procedures and disclosures in connection with our advertisements of services and products and expired by its terms in 2017.
Current report
We are subject to many distinct employment, labor, commercial, benefits and tax laws and regulations in each country in which we operate, including regulations affecting our employment and wage and hour practices and our relations with our employees, coaches and guides. If we are required to comply with new laws or regulations or interpretations of existing laws and regulations that differ from our interpretations, are unable to comply with these laws, regulations or interpretations, or are subject to litigation with respect to these laws, regulations or interpretations, our business and results of operations could be adversely affected.
Current report
Laws and regulations directly applicable to communications, operations (including the use and treatment of personal data) or commerce over the Internet, such as those governing consumer protection, intellectual property, privacy and taxation, continue to evolve. Recent examples include the enactment of the European General Data Protection Regulation, the California Consumer Privacy Act and the California Privacy Rights Act. If we are required to comply with new laws or regulations or interpretations of existing laws or regulations that differ from our interpretations, or if we are unable to comply with these laws, regulations or interpretations, our business and results of operations could be adversely affected.
Current report
Future laws or regulations, including laws or regulations affecting our advertising and marketing practices, consumer pricing and billing arrangements, use and treatment of personal data, relations with consumers, employees, coaches, guides, brand ambassadors, spokespersons, social media influencers, licensees or franchisees, or our services and products, may have an adverse impact on us.
Current report
For additional information regarding the legislative and regulatory restrictions applicable to our Clinical business, see our other Risk Factors regarding our Clinical businessin our Annual Report on Form 10-K for fiscal 2024.
Removed paragraphs (3)
Previous report
We are undergoing a chief executive officer transition, which could cause disruption to our business, and our failure to appoint a permanent chief executive officer with the required level of experience and expertise could have an adverse impact on our operations and business strategy as well as the public or market perception of our business.
Previous report
In September 2024, the Company and Sima Sistani, the Company’s then-President and Chief Executive Officer, mutually agreed that Ms. Sistani would cease serving as the Company’s President and Chief Executive Officer, effective September 27, 2024. The Board of Directors appointed Tara Comonte, a director of the Company, as Interim President and Chief Executive Officer, effective September 27, 2024, to serve until a permanent President and Chief Executive Officer is identified. If we are unsuccessful in appointing a permanent chief executive officer with the required level of experience and expertise, our operations and business strategy could be materially and adversely affected. Any significant leadership change or executive management transition involves inherent risk and can be difficult to manage. It may involve a diversion of resources and management attention, be disruptive to our daily operations, make it more difficult to hire and retain key employees, impact public or market perception or hinder progress on key strategic initiatives, any of which could have a negative impact on our business or stock price.
Reworded paragraphs (3)
Previous wording
Our new compounded GLP-1 offering exposes us to a variety of risks that could result in an adverse impact on our reputation, business and ability to effectively compete.
Current wording
Our new compounded GLP-1 offering exposes us to a variety of risks that could result in an adverse impact on our reputation, business and ability to effectively compete. In addition, due to changes in the regulatory environment, we will no longer be offering compounded semaglutide after May 22, 2025.
Previous wording
In October 2024, we began offering to our eligible Clinical members access to compounded semaglutide, a GLP-1 prescription medication, sourced via a 503B outsourcing facility (the “Manufacturing Supplier”) and dispensed by a licensed 503A pharmacy (“Dispensing Pharmacy”). A 503B outsourcing facility must meet certain conditions under Section 503B of the Federal Food, Drug and Cosmetic Act (the “FDCA”), including registration with the U.S. Food and Drug Administration (the “FDA”). The facility must also operate in compliance with the FDA’s Current Good Manufacturing Practice (cGMP) regulations and guidance and is subject to FDA inspection relating to compliance with cGMPs. If the Manufacturing Supplier or any of its compounded products are found by the FDA not to satisfy the criteria set forth in Section 503B, it may not be able to fulfill the prescriptions prescribed by our clinicians, which could have an adverse effect on our business. Compounding pharmacies and 503B outsourcing facilities have been subject to increased scrutiny of their compounding activities by the FDA and state governmental agencies, and a governmental inquiry or action or litigation could be brought against us, the Dispensing Pharmacy or the Manufacturing Supplier relating to GLP-1 compounding activities. In such a case, we may experience negative publicity and reputational harm. Manufacturers of the branded GLP-1 medications also have brought private actions against compounders and outsourcing facilities, as well as prescribers of compounded medications, including against med-spas, medical practices and telehealth providers, and such action or litigation could be brought against us. The Manufacturing Supplier is legally permitted to produce the sourced version of compounded semaglutide while the equivalent branded GLP-1 active ingredient appears on the FDA drug shortage list, and we cannot predict when such shortage will be resolved. All doses of semaglutide branded under Ozempic and Wegovy became listed as available on the FDA’s shortage list as of October 30, 2024. As of November 4, 2024, the FDA considers semaglutide injection to continue to be in shortage, but it may determine to resolve the shortage in the future, which could constrain our ability to continue providing access to compounded semaglutide on our platform once inventory is no longer available. Additionally, on October 22, 2024, Novo Nordisk filed a Petition with the FDA, requesting that semaglutide products be added to the lists of drug products that present demonstrable difficulties for compounding pursuant to the FDCA Sections 503A(b)(3) and 503B(a)(6) (the “Demonstrable Difficulties for Compounding Lists” or “DDC Lists”). If added to the DDC Lists, 503A pharmacies and 503B facilities would be prohibited from producing compounded semaglutide, even if it is taken off the shortage list. The regulatory landscape applicable to GLP-1s continues to rapidly evolve. Additionally, many branded GLP-1 medications ar…
Excerpt shortened here; the source contains the full paragraph.
Current wording
In October 2024, WeightWatchers Clinic began offering to eligible clinical members access to compounded semaglutide, a GLP-1 prescription medication, sourced via a 503B outsourcing facility (the “Manufacturing Supplier”) and dispensed by a licensed 503A pharmacy (“Dispensing Pharmacy”). A 503B outsourcing facility must meet certain conditions under Section 503B of the Federal Food, Drug and Cosmetic Act (the “FDCA”), including registration with the U.S. Food and Drug Administration (the “FDA”). The facility must also operate in compliance with the FDA’s Current Good Manufacturing Practice (cGMP) regulations and guidance and is subject to FDA inspection relating to compliance with cGMPs. If the Manufacturing Supplier or any of its compounded products are found by the FDA not to satisfy the criteria set forth in Section 503B, it may not be able to fulfill the prescriptions prescribed by the WeightWatchers Clinic clinicians, which could have an adverse effect on our business. Compounding pharmacies and 503B outsourcing facilities have been subject to increased scrutiny of their compounding activities by the FDA and state governmental agencies, and a governmental inquiry or action or litigation could be brought against us, our affiliated medical practices, the Dispensing Pharmacy or the Manufacturing Supplier relating to GLP-1 compounding activities. In such a case, we may experience negative publicity and reputational harm. Manufacturers of the branded GLP-1 medications also have brought private actions against compounders and outsourcing facilities, as well as prescribers of compounded medications, including against med-spas, medical practices and telehealth providers, and such action or litigation could be brought against us or our affiliated medical practices. The Manufacturing Supplier is legally permitted to produce compounded semaglutide injection while the approved branded GLP-1 drug products (i.e., Ozempic and Wegovy) (the “Drug Products”) appear on the FDA drug shortage list. The Drug Products were added to the FDA drug shortage list in 2022. In a Declaratory Order issued on February 21, 2025, the FDA determined that the semaglutide injection product shortage is resolved and removed the Drug Products from the shortage list. As part of the Declaratory Order, the FDA stated that 503A pharmacies will be permitted to compound injectible semaglutide until the later of the date of the district court’s decision on the plaintiffs’ preliminary injunction motion in Outsourcing Facilities Association (OFA) v. FDA, 4:25-cv-00174 (N.D. Tex.) (“OFA Case”), or April 22, 2025 and that 503B outsourcing facilities will be permitted to compound injectible semaglutide until the later of the date of such district court decision or May 22, 2025. On April 24, 2025, the district court in the OFA Case denied OFA’s request for preliminary injunction. As a result, 503B outsourcing facilities will no longer be permitted to compound injectible semaglutide beginning on …
Excerpt shortened here; the source contains the full paragraph.
Previous wording
Achieving and maintaining market acceptance of this new offering could be negatively impacted by perceived risks associated with compounded medications. Certain compounding pharmacies and 503B outsourcing facilities have experienced both facility and product quality issues and been the subject of negative media coverage. We or the Manufacturing Supplier or Dispensing Pharmacy may also face allegations, litigation, and regulatory investigations under federal or state laws related to the marketing, fulfillment, distribution, and/or sale of these products. Litigation and regulatory proceedings, and particularly the healthcare, pharmaceutical-related, consumer protection, data privacy and/or class action matters we could face, may be protracted and expensive, and the results are difficult to predict. Such litigation or regulatory proceedings and investigations, FDA shortage list implications, unexpected side effects or safety or efficacy concerns with our compounded semaglutide offering (or GLP-1s as a class) or related negative publicity could have an adverse effect on our reputation, business and ability to effectively compete.
Current wording
During the transition period that we continue to offer access to compounded medication, our business could be negatively impacted by perceived risks associated with compounded medications. Certain compounding pharmacies and 503B outsourcing facilities have experienced both facility and product quality issues and been the subject of negative media coverage. We or the Manufacturing Supplier or Dispensing Pharmacy may also face allegations, litigation, and regulatory investigations under federal or state laws related to the marketing, fulfillment, distribution, and/or sale of these products. Litigation and regulatory proceedings, and particularly the healthcare, pharmaceutical-related, consumer protection, data privacy and/or class action matters we could face, may be protracted and expensive, and the results are difficult to predict. Such litigation or regulatory proceedings and investigations, FDA shortage list implications, unexpected side effects or safety or efficacy concerns with our compounded semaglutide offering (or GLP-1s as a class) or related negative publicity could have an adverse effect on our reputation, business and ability to effectively compete.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Additionally, on October 22, 2024, Novo Nordisk filed a petition with the FDA, requesting that semaglutide products be added to the lists of drug products that present demonstrable difficulties for compounding pursuant to the FDCA Sections 503A(b)(3) and 503B(a)(6) (the “Demonstrable Difficulties for Compounding Lists”). If added to the Demonstrable Difficulties for Compounding Lists, 503A pharmacies and 503B facilities would be prohibited from producing compounded semaglutide under any circumstances, even if the FDA continues to exercise enforcement discretion with respect to the shortage or if it were added back to the drug shortage list. The regulatory landscape applicable to GLP-1s continues to rapidly evolve. Additionally, many branded GLP-1 medications are protected under intellectual property laws that limit the formulations and methods of use that other parties may use, and our promotion of compounded formulations may result in our being subject to infringement claims and other litigation, which could adversely affect our ability to effectively compete.