Filing Details

650 NE 2nd Avenue, 3007 Miami, FL 33132

NO

NO

NO

Florida

Galloway Capital Partners, LLC acquired 2,999,000 shares of Common Stock in open market purchases from June 2024 through April 2025. The aggregate purchase price for the shares of Common Stock is approximately $.445 per share. Such shares of Common Stock were purchased with investment capital of Galloway Capital Partners, LLC and Mr. Galloway. The Reporting Persons have effectuated transactions to acquire shares of Common Stock within the past 60 days, as reflected in Schedule 1 to this Report. Other than as set forth in this Report, none of the Reporting Persons has effected any transactions in the shares of Common Stock within the past 60 days.

Each Reporting Person acquired the securities described in this Schedule 13D for investment purposes and intend to review its investment in the Issuer on a continuing basis. Each Reporting Person may from time to time acquire additional securities of the Issuer or retain or sell all or a portion of the shares then held by such Reporting Person, in the open market, block trades, underwritten public offerings or privately negotiated transactions. Any actions any Reporting Person might undertake with respect to its investment in the Issuer may be made at any time and from time to time and will be dependent upon such Reporting Person's review of numerous factors, including, but not limited to: ongoing evaluation of the Issuer's business, financial condition, operations, prospects and strategic alternatives; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; tax considerations; liquidity of the Issuer's securities; and other factors and future developments. Each Reporting Person may consider, explore and/or develop plans and/or make proposals (whether preliminary or final) with respect to, among other things, the Issuer's performance, operations, management, governance (including potential changes to the Board), conflicted party transactions, capital allocation policies, and strategy and plans of the Issuer. Each Reporting Person intends to engage the Board and management with respect to the matters referred to in the preceding sentence. In addition, each Reporting Person may, at any time and from time to time, (i) review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto and (ii) propose or consider one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D. On May 6, 2025, the Issuer, together with its affiliated debtors (collectively, the "Issuer") filed for Chapter 11 bankruptcy protection, and their jointly administered cases are currently pending before the Honorable Craig Goldblatt in the United States Bankruptcy Court for the District of Delaware. The Issuer--which we believe is not insolvent--has already commenced the solicitation of votes for a plan of reorganization (the "Plan") of which it seeks confirmation next month. Confirmation of the Plan would result in the prepetition lenders taking 91% of the reorganized company while existing equity would receive only 9% of the reorganized company, and this 9% of the reorganized company that would be issued to the Issuer's existing shareholders would be subject to dilution by a "Management Incentive Plan", which provides for the issuance of equity or equity-based awards equal to up to 10% of the common shares of the reorganized company, with the form of, participants in, and terms and conditions of the awards at the discretion of the Chief Executive Officer, subject to approval of board of directors of the reorganized company. Further, under the Plan, the Issuer's unsecured creditors would be paid in full. We believe that there was no exigent financial distress precipitating the Issuer's bankruptcy filing, which will in large part destroy existing shareholder value to create a windfall to the Issuer's prepetition lenders. Under these circumstances, we determined that the interests of the Issuer's existing shareholders would clearly not be adequately represented unless there is an official committee of equity security holders (an "Official Equity Committee") in the Issuer's Chapter 11 cases. We strongly support the formation of an Official Equity Committee to protect the interests of the Issuer's shareholders. The overwhelming majority of the Issuer's funded debt is not due until 2028 and 2029 (with the modest Credit Facility maturing in 2026), and the Issuer's funded debt has favorable interest rates as compared to current market rates of interest. While the Issuer reported revenue declines in Q1 2025, it also reported a substantial increase in adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") in the first quarter of 2025 to $26.9 million, as compared to adjusted EBITDA of $7.2 million in the corresponding period of 2024, representing an increase of approximately $19.7 million, or 274%. In short, WeightWatchers is a trusted global brand that has illustrated its incredible staying power over the past 62 years. The owners of the reorganized Issuer are poised to make a windfall at the expense of the current shareholders of the Issuer, unless their interests are appropriately protected by their own advocates.

See Items 11 and 13 on the cover pages to this Schedule 13D for the aggregate number and percentage of the class of securities identified pursuant to Item 1 owned by the Reporting Person.

Number of shares as to which the Reporting Persons have: i. Sole power to vote or to direct the vote: See Item 7 on cover pages to this Statement. ii. Shared power to vote or to direct the vote: See Item 8 on cover pages to this Statement. iii. Sole power to dispose or direct the disposition: See Item 9 on cover pages to this Statement. iv. Shared power to dispose or direct the disposition: See Item 10 on cover pages to this Statement.

Other than as set forth in response to Item 3 above, no other transactions in the Issuer's Common Stock by the Reporting Persons were effected in the past 60 days.

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Persons.

Not applicable.

Except for the relationships described above and in the responses to Items 4 and 5 herein, none of the Reporting Persons, nor, to the best of their knowledge, any persons identified in Item 2 hereof has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person, with respect to any securities of the Issuer.

Exhibit 99.1 Joint Filing Agreement