UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM			8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report: ~~April~~August 2219, 2024

(Date of earliest event reported)

_________________________________________

BOWFLEX INC.

(Exact name of registrant as specified in its charter)

__________________________________________


Washington	001-31321	94-3002667
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

~~17750~~2114 ~~S.E.~~Main ~~6th~~Street, ~~Way~~Suite 100-341

Vancouver, Washington ~~98683~~98660

(Address of principal executive offices, including zip code)

(360) ~~859~~585-~~2900~~8592

(Registrant's telephone number, including area code)

Nautilus, Inc.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Title~~Securities ofregistered ~~each~~pursuant ~~class~~to ~~Trading~~Section ~~Symbol~~12(sb) ~~Name~~ of ~~each~~the ~~exchange~~Act: ~~on which registered Common Stock, no par value BFX New York Stock Exchange~~N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

BOWFLEX INC.

FORM 8-K

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth below in Item 2.01 in this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.02.


Item 1.03						Bankruptcy or Receivership.

~~The~~As ~~information~~previously ~~set~~reported, ~~forth~~on ~~below~~March in4, ~~Item~~2024, 2BowFlex Inc.01 (the “Company” or the “Debtor”) and its debtor affiliate (together, the “Company Parties” or the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”) in ~~this~~the ~~Current~~United ~~Report~~States onBankruptcy ~~Form~~Court ~~8-K~~for isthe ~~hereby~~District ~~incorporated~~of byNew ~~reference~~Jersey ~~into~~(the ~~this~~“Bankruptcy ~~Item~~Court”), 1thereby commencing chapter 11 cases for the Debtors (the “Chapter 11 Cases”).03 The Chapter 11 Cases are jointly administered under the lead Debtor’s case In re BowFlex Inc., et al., Case No. 24-12364. Since that time, the Debtors have operated as debtors in possession under the Bankruptcy Code.

~~Item~~The 2Debtors, with the assistance of their advisors, have sold substantially all of their assets pursuant to orders of the Bankruptcy Court.01 ~~Completion~~The Debtors’ sole remaining assets include the equity interests in the subsidiaries of ~~Acquisition~~Debtor orBowFlex ~~Disposition~~Inc., certain causes of ~~Assets~~action, letters of credit, deposits, tax refunds, holdbacks, and restricted and unrestricted cash.

AsOn ~~previously~~August ~~disclosed~~19, ~~on March 4,~~ 2024, ~~Bowflex,~~the ~~Inc.~~Bankruptcy ~~(the~~Court ~~“Company”)~~entered ~~and~~the ~~certain~~Findings of ~~its subsidiaries (together~~Fact, ~~the~~Conclusions ~~“Company~~of ~~Parties”)~~Law, ~~filed~~and ~~voluntary~~Order Confirming ~~petitions (~~the ~~“Bankruptcy~~Second ~~Petitions”)~~Amended ~~for~~Joint ~~relief~~Chapter ~~under chapter~~ 11 Plan of ~~title~~Liquidation 11 of ~~the~~BowFlex ~~United~~Inc. ~~States~~and ~~Code~~Its 11Debtor ~~U.S.C.~~Affiliate §§[Docket ~~101–1532~~No. 614] (the “~~Bankruptcy~~Confirmation ~~Code~~Order”). inAttached to the ~~United~~Confirmation ~~States~~Order ~~Bankruptcy~~as ~~Court~~an ~~for~~exhibit is the ~~District~~Second ofAmended ~~New~~Joint ~~Jersey~~Chapter ~~(the~~11 ~~“Bankruptcy~~Plan ~~Court”).~~of ~~The~~Liquidation ~~chapter~~of 11BowFlex ~~cases~~Inc. ~~for~~and ~~the~~Its ~~Company~~Debtor ~~Parties~~Affiliate (the “Plan”), previously filed in the Chapter 11 Cases”) ~~are~~at ~~being~~[Docket ~~jointly~~No. ~~administered~~607]. The ~~under~~confirmation of the ~~caption~~Plan Inwill reserve ~~Bowflex~~to ~~Inc.,~~conclude etthe ~~al.,~~Debtors’ ~~Case~~responsibilities ~~No.~~in ~~24-12364. Through~~ the Chapter 11 Cases, upon the ~~Company~~effective ~~Parties~~date ~~sought~~of tothe ~~implement~~Plan, awhich ~~sale~~is ofexpected ~~substantially~~to ~~all~~be ofon ~~their~~or ~~assets~~about ~~pursuant~~August to23, ~~Section~~2024 ~~363 of~~ (the ~~Bankruptcy~~“Effective ~~Code~~Date”).

AsAt ~~previously~~that ~~disclosed~~time, ~~on March 4, 2024,~~ the ~~Company~~following ~~entered~~will ~~into~~occur apursuant ~~“stalking horse” asset purchase agreement (the “Asset Purchase Agreement”) with Johnson Health Tech Retail, Inc.~~ to ~~sell~~ the ~~assets~~terms of the ~~Company~~Plan: (~~the “Acquired Assets”~~a) ~~identified~~title into ~~the Asset Purchase Agreement, representing substantially~~ all of the ~~assets~~Debtors’ ofremaining ~~the~~assets ~~Company,~~will ~~for~~transfer to a ~~total~~liquidation oftrust ~~$37,500,000~~established inunder ~~cash~~an atagreement ~~the~~establishing ~~closing~~such oftrust (the ~~transaction,~~“Liquidating ~~including~~Trust aAgreement”) ~~deposit~~for ofthe ~~$3,750,000~~benefit ~~paid~~of ~~into~~the anDebtors’ ~~escrow~~general ~~account~~unsecured oncreditors ~~March~~(the 4,“Liquidating ~~2024,~~Trust”); ~~but~~and ~~less~~(b) ~~closing~~all ~~adjustment~~responsibilities ~~amounts for accounts receivable, inventory~~ and ~~certain~~duties ~~transfer~~on ~~taxes.~~behalf Onof ~~April 15, 2024,~~ the ~~Bankruptcy~~Debtors ~~Court~~and ~~entered~~their anestates ~~order~~will ~~authorizing~~pass ~~the~~to ~~sale~~UMB ofBank, ~~the~~N.A. ~~Acquired~~as ~~Assets~~liquidating ~~pursuant~~trustee tounder the ~~terms~~Liquidating ofTrust ~~the Asset Purchase Agreement~~ (the “~~Asset~~Liquidating ~~Sale~~Trustee”). ~~and~~In onaddition, ~~April~~at ~~22,~~that ~~2024~~time, ~~the~~all ~~Asset~~officers ~~Sale~~and ~~closed~~directors (of the ~~“Closing”).~~Debtors ~~There~~ will ~~not~~ be ~~sufficient~~deemed ~~proceeds~~to ~~from~~have ~~the~~completed ~~Asset~~their ~~Sale~~responsibilities ~~for~~and ~~common~~have ~~shareholders to receive value for their shares~~resigned.

OnThe ~~April~~Liquidating ~~22,~~Trust’s ~~2024,~~duties ~~proceeds~~will ~~from~~include, ~~the~~among ~~Asset~~other ~~Sale~~things: ~~were~~(a) ~~used~~maintaining ~~to repay~~ the ~~Company’s~~Liquidating ~~obligations~~Trust; ~~under~~(b) ~~the~~reviewing ~~existing~~and, ~~Term~~if ~~Loan Credit Agreement~~appropriate, ~~dated~~objecting asto ofclaims; ~~November~~(c) ~~30,~~liquidating ~~2022,~~remaining asassets; ~~amended,~~(d) bydistributing ~~and~~any ~~among~~net ~~the~~liquidation ~~Company~~proceeds ~~and~~to ~~Nautilus~~creditors ~~Fitness~~if ~~Canada,~~and ~~Inc.,~~when aavailable; ~~British~~(e) ~~Columbia~~prosecuting ~~company~~certain ~~and~~retained ~~subsidiary~~causes of ~~the~~action; ~~Company, as borrowers,~~ and ~~Crystal~~(f) ~~Financial~~related ~~LLC~~tasks ~~d/b/a~~concerning ~~SLR~~the ~~Credit~~winding ~~solutions,~~up asof ~~administrative~~the ~~agent~~Debtors’ affairs and acorporate ~~lender. Immediately~~existence, ~~upon~~and ~~such~~closing ~~repayment,~~of the ~~credit~~Chapter ~~agreement~~11 ~~is being terminated~~Cases.

~~Item~~The 5Plan is a liquidating plan, such that all remaining assets of the Debtors will be liquidated into cash proceeds, to the extent practicable, by the Liquidating Trust under the supervision of the Bankruptcy Court, and distributed by the Liquidating Trust according to the priorities established under the law, which are set forth in detail in the Plan, the Confirmation Order, and the Liquidating Trust Agreement.02 ~~Departure~~In summary, these priorities require that no junior class of ~~Directors~~claims orcan ~~Certain~~receive ~~Officers;~~any ~~Election~~distribution until all senior classes have been paid in full. Shareholders of ~~Directors;~~the ~~Appointment~~Company are not entitled to receive any distribution until all creditors have been paid in full. It is not anticipated that the Debtors’ creditors will be paid in full, and therefore, the Company’s shareholders are not expected to receive any distributions from the Liquidating Trust. As set forth in Sections III.B and IV.G of ~~Certain~~the ~~Officers;~~Plan ~~Compensatory~~and ~~Arrangements~~Paragraph 70 of ~~Certain~~the ~~Officers~~Confirmation Order, interests in Debtor BowFlex Inc. shall be canceled, released, and extinguished, and will be of no further force or effect, and interests in Debtor New Jersey New Jersey LLC shall be reinstated for administrative convenience or canceled and released.

~~Effective~~The ~~immediately~~Liquidating ~~following~~Trust, ~~the~~acting ~~Closing,~~through the ~~following~~Liquidating ~~members~~Trustee, ofwill ~~the~~examine ~~Board~~certain ofpotential ~~Directors~~causes of ~~the~~action, ~~Company~~and ~~(the~~make ~~“Board”)~~its ~~resigned~~independent asdetermination ~~members~~whether ofto ~~the Board: James Barr~~prosecute, ~~IV,~~settle ~~Patricia~~and/or M.abandon ~~Ross,~~any ~~Kelley~~and ~~Hall,~~all ~~and~~such ~~Shailesh~~potential ~~Prakash~~claims. The ~~resignation~~value of ~~the~~any ~~directors~~claims is ~~not~~currently ~~because~~unknown. ofThe atotal ~~disagreement~~amount ~~with~~of ~~the Company on~~ any ~~matter~~future ~~relating~~distributions to the ~~Company~~Debtors’s ~~operations,~~creditors ~~policies~~is orpresently ~~practices~~unknown. ~~Anne G. Saunders and Ruby Sharma will remain directors of the Company following the Closing.~~

~~James~~The ~~Barr,~~Liquidating ~~IV,~~Trustee ~~the Chief Executive Officer of the Company~~provides, ~~and~~among ~~Becky~~other ~~L. Alseth~~things, ~~the~~corporate ~~Chief~~trust ~~Marketing Officer of the Company, separated their service with the Company, effective immediately following the Closing, and Aina E~~services. Its ~~Konold,~~website ~~the~~is ~~Chief Financial Officer of the Company, and John R~~https://www.umb.com/. The ~~Goelz,~~contents ~~the Chief Operating Officer~~ of ~~the~~such ~~Company,~~website ~~will~~are ~~separate~~not ~~service~~incorporated ~~with the Company, effective as of May 3, 2024~~herein.

~~Effective~~Upon ~~immediately following~~ the ~~Closing,~~confirmation ~~Robert~~of D.the ~~Hoge~~Plan, the Company’s ~~existing~~had ~~Director~~75,000,000 ~~Intellectual~~shares ~~Property~~of ~~Counsel~~common stock, ~~has~~no ~~been~~par ~~appointed~~value asper ~~the~~share, ~~General~~authorized, ~~Counsel~~and 36,411,534 shares issued and ~~Chief~~outstanding. ~~Wind-Down~~As ~~Officer~~noted ~~(“CWDO”)~~above, on the Effective Date, all shares of the Company.’s ~~Mr.~~common ~~Hoge~~stock, ~~will~~and ~~continue~~any rights to ~~receive~~acquire ~~his~~shares ~~annual~~of ~~salary~~the ofCompany’s ~~$205~~common stock,~~000~~ ~~while~~together ~~serving~~with inany ~~these~~other ~~positions.~~equity ~~There~~securities ~~are~~of nothe ~~arrangements~~Company, orwill ~~understandings~~be ~~between~~extinguished ~~Mr.~~without ~~Hoge~~consideration ~~and~~paid ~~any~~to the shareholders and other ~~person~~holders ~~pursuant~~thereof. toThis ~~which~~is hethe ~~was~~last ~~appointed~~filing tothat ~~serve~~the asCompany ~~General~~anticipates ~~Counsel~~making with the Securities and ~~CWDO.~~Exchange MrCommission (“SEC”). ~~Hoge~~The isCompany ~~not~~filed a ~~party~~Form to15 ~~any transaction~~ with the ~~Company~~SEC ~~that~~on ~~would~~April ~~require~~25, ~~disclosure~~2024, ~~under~~to ~~Item~~terminate ~~404(a)~~its offuture ~~Regulation~~filing ~~S-K.~~obligations with the SEC.

~~Item~~The ~~5.03~~foregoing ~~Amendments~~description of the terms of the Confirmation Order and the Plan does not purport to ~~Articles~~be a complete description of ~~Incorporation~~all orof ~~Bylaws;~~terms ~~Change~~of the Confirmation Order and the Plan (a copy of which is an exhibit thereto), and is qualified in ~~Fiscal~~its ~~Year.~~

~~Effective~~entirety ~~immediately~~by ~~following~~reference to the ~~Closing,~~full ~~the~~text ~~Board~~of ~~approved~~such andocuments, ~~Amendment~~copies ~~(the~~of ~~“Amendment”)~~which are attached to ~~the~~this ~~Amended~~report and ~~Restated~~incorporated ~~Bylaws~~herein ofby reference. All filings in the ~~Company~~Chapter ~~(as~~11 ~~amended,~~Cases may be obtained from PACER on the ~~“Bylaws”)~~Bankruptcy toCourt’s ~~revise~~website ~~Section~~at 2https://ecf.2njb.uscourts.gov/ of(PACER ~~the~~login ~~Bylaws~~and topassword ~~provide~~required) ~~that~~or on the Debtors’ case website at https://dm.epiq11.com/case/BowFlex/. Such information is not incorporated by reference into this report.

number of directors of the Company shall not be less than one director, with the specific number of directors to be set by resolution of the Board. Also effective as of immediately following the Closing, the Board adopted resolutions setting the number of directors of the Board at two directors.

The foregoing description is only a summary of the Amendment to the Bylaws and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 3.01 and is incorporated herein by reference.

Cautionary Statements Regarding Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements (statements which are not historical facts) within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, express or implied forward-looking statements relating to the Company’s statements regarding the Company’s Chapter 11 Cases, the ~~Asset~~liquidation ~~Purchase Agreement~~process, the Bankruptcy Court’s ~~approval and~~ entry of the ~~Sales~~Confirmation Order, the ~~closing~~Bankruptcy Court’s confirmation of the ~~Asset~~Plan ~~Sale~~and the timing thereof, the ~~proceeds~~liquidation ~~from~~of all remaining assets of the ~~Asset~~Debtors ~~Sale~~and the proceeds therefrom, and whether the ~~Board~~Debtors’ creditors will be paid in full and ~~executive~~whether ~~management~~the ~~changes~~Company’s shareholders are expected to receive any distributions, among other matters. You are cautioned that such statements are not guarantees of future performance and that our actual results may differ materially from those set forth in the forward-looking statements. All of these forward-looking statements are subject to risks and uncertainties that may change at any time. Factors that could cause the Company’s actual expectations to differ materially from these forward-looking statements also include: risks inherent in the bankruptcy process, including the outcome of the Chapter 11 Cases~~; the Company’s financial projections and cost estimates; the Company’s ability to sell any of its remaining assets; and the effect of the Chapter 11 Cases on the Company’s business prospects~~, ~~financial~~Confirmation ~~results~~Order and ~~business operations~~Plan. The Company may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements, and you should not place undue reliance on its forward-looking statements. Additional assumptions, risks and uncertainties that could cause actual results to differ materially from those contemplated in these forward-looking statements are described in detail in our registration statements, reports and other filings with the Securities and Exchange Commission, including the “Risk Factors” set forth in our Annual Report on Form 10-K, as supplemented by our quarterly reports on Form 10-Q. Such filings are available ~~on our website or~~ at www.sec.gov. We undertake no obligation to publicly update or revise forward-looking statements to reflect subsequent developments, events, or circumstances, except as may be required under applicable securities laws.


Item 9.01						Financial Statements and Exhibits.

Exhibit Number			Description
3.1			Amendment to Amended and Restated Bylaws of the Company.
2.1			Findings of Fact, Conclusions of Law, and Order Confirming the Second Amended Joint Chapter 11 Plan of Liquidation of BowFlex Inc. and Its Debtor Affiliate, entered August 19, 2024.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BOWFLEX INC.
	(Registrant)
April 22, 2024	By:	/s/ Aina E. Konold
August 20, 2024	By:	/s/ Robert D. Hoge
Date		~~Aina~~Robert ED. ~~Konold~~Hoge
		Chief Financial Officer
		General Counsel and Chief Wind-Down Officer
		(Principal Financial Officer)

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