Interactive Strength, Inc 8-K/A, filed May 12, 2026
Interactive Strength, Inc. (TRNR)
About this 8-K/A
Interactive Strength, Inc filed this 8-K/A on May 12, 2026, reporting on events of March 11, 2026.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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.
Item 2.01 Completion of Acquisition or Disposition of Assets.
This amendment No. 1 to Form 8-K amends our Form 8-K dated March 11, 2026, originally filed with the Securities Exchange Commission ("SEC") on March 16, 2026 (the "Original Report"). We filed the Original Report to report the Agreement and Plan of Merger (the "Merger Agreement") with Ergatta, Inc., a Delaware corporation ("Ergatta"), Ergatta Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"), and Tom Aulet, solely in his capacity as the securityholders’ representative, pursuant to which Merger Sub would merge with and into Ergatta (the “Merger”), with Ergatta surviving as a wholly owned subsidiary of the Company.
This Current Report on Form 8-K/A is being filed by the Company to amend the Original Report solely to provide the financial statement and financial information required by Item 9.01 of Form 8-K that were not filed with the Original Report.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The balance sheets of Ergatta as of December 31, 2025 and 2024 and the related statements of operations, changes in stockholders’ equity and cash flows for the years ended December 31, 2025 and 2024 and the auditor's report required by this Item 9.01(a) are filed as Exhibit 99.2 to this Current Report on Form 8-K/A.
(b) Pro Forma Financial Information.
The unaudited pro forma combined financial information required by Item 9.01(b) and the notes related thereto pursuant to Article 11 of Regulation S-X are filed as Exhibit 99.1.
(d) Exhibits
Exhibit No. |
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Description |
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23.1 |
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Consent of WithumSmith + Brown, PC, independent auditors of Ergatta, Inc. |
99.1 |
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99.2 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Interactive Strength Inc. |
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Date: |
May 12, 2026 |
By: |
/s/ Caleb Morgret |
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Chief Financial Officer |
Exhibit 23.1
Consent of Independent Auditors
We hereby consent to the use on Form 8-K/A No. 001-41610 of Interactive Strength Inc. of our report dated March 30, 2026 relating to the financial statements of Ergatta, Inc. which appear in this Form 8-K/A as of and for the years ended December 31, 2025 and 2024.
/s/ WithumSmith+Brown, PC
Red Bank, New Jersey
May 12, 2026
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF INTERACTIVE STRENGTH AND ERGATTA
The Acquisition
On March 11, 2026 (the “Closing”), Interactive Strength Inc., a Delaware corporation ("Interactive Strength" or the "Company") completed the acquisition of all of the outstanding equity interests of Ergatta Inc. ("Ergatta"), pursuant to the Agreement and Plan of Merger by and among Interactive Strength Inc., Ergatta Acquisition Corp., Ergatta Inc., and Securityholders’ Representative (the “Ergatta Agreement”) entered into on February 18, 2026 (the “Acquisition”). The aggregate purchase price for the Acquisition was approximately $13.3 million, which consisted of the issuance of 4.75 million shares of convertible Series D-1 Preferred Stock (the “Series D-1 Convertible Preferred Stock”) with an aggregate estimated fair value of approximately $7.7 million, cash consideration consisting of (i) of $2.1 million paid at Closing and (ii) $1.75 million in deferred cash evidenced by a senior secured promissory note delivered at Closing and maturing on April 27, 2027, an agreement to fund certain Ergatta transaction expenses of approximately $0.2 million (which will be paid by the combined Company following the Closing), and contingent cash consideration payable on April 30, 2027 with an estimated fair value of $1.6 million. The amount of the contingent cash consideration will be based on Ergatta's 2026 Free Cash Flow (as defined in the Merger Agreement), less $1.75 million, multiplied by 2.0, with a maximum payment of $3.5 million.
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and presents the combination of the historical consolidated financial statements of Interactive Strength and Ergatta after giving effect to the Acquisition. The unaudited pro forma financial information is intended to provide you with information about how the Acquisition might have affected the Company’s historical financial statements.
The unaudited pro forma condensed combined balance sheet as of December 31, 2025 combines the historical balance sheets of Interactive Strength and Ergatta on a pro forma basis as if the Acquisition had occurred on such date. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 combines the historical statements of operations of Interactive Strength and Ergatta for such periods on a pro forma basis as if the Acquisition had been consummated on January 1, 2025. Assumptions and estimates underlying the unaudited pro forma adjustments included in the unaudited pro forma condensed combined financial statements are described in the accompanying notes.
The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the aforementioned Acquisition had been completed on the dates indicated, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon available preliminary information and certain assumptions that the Company believes are reasonable under the circumstances. Actual results and valuations may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial statements. In addition, the unaudited pro forma condensed combined financial statements do not reflect any revenue enhancements, anticipated synergies, operating efficiencies, or cost savings that may be achieved related to the Acquisition, nor do they reflect any costs or expenditures that may be required to achieve any possible synergies. In addition, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the Company’s results of operations and financial position for any future period. The unaudited pro forma condensed combined financial statements constitute forward-looking information and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated.
The following unaudited pro forma condensed combined financial information gives effect to the following:
The Acquisition will be accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). Under the acquisition method of accounting, the total estimated purchase price will be allocated to the tangible and intangible assets acquired and liabilities assumed of Ergatta based on a preliminary estimate of their fair value. The preliminary allocation of the estimated purchase price is based upon management’s estimates based on information currently available and is subject to revision as a more detailed analysis is completed, additional information on the fair value of the assets and liabilities becomes available, and final appraisals and analyses are completed. Differences between these preliminary estimates and the final acquisition accounting could occur and these differences could be material. A change in the fair value of the net assets of Ergatta may change the amount of the purchase price allocable to goodwill for such Acquisition and could have a material impact on the accompanying unaudited pro forma condensed combined statement of operations.
1
The unaudited pro forma condensed combined financial information has been prepared using the following financial statements:
The unaudited pro forma condensed combined financial information should be read in conjunction with the Company's and Ergatta's historical financial statements described above, and the accompanying notes to the unaudited pro forma condensed combined financial information, which describe the assumptions and estimates underlying the adjustments set forth therein.
2
INTERACTIVE STRENGTH, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2025
(Amounts in thousands, except per share amounts)
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Pro Forma |
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Interactive |
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Ergatta |
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Ergatta |
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Strength |
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(as reclassified) |
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Transaction |
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Pro Forma |
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(Historical) |
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(Note 2) |
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Adjustments |
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Notes |
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Combined |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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512 |
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3,524 |
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(2,075 |
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4(a) |
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371 |
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325 |
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4(a) |
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(1,915 |
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4(c) |
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Accounts receivable, net |
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2,614 |
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100 |
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- |
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2,714 |
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Inventories, net |
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3,748 |
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842 |
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- |
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4,590 |
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Vendor deposits |
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377 |
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- |
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- |
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377 |
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Loan receivable |
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6,592 |
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- |
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- |
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6,592 |
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Prepaid expenses and other current assets |
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860 |
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1,332 |
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- |
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2,192 |
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Total current assets |
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14,703 |
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5,798 |
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(3,665 |
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16,836 |
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Property and equipment, net |
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379 |
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53 |
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- |
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432 |
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Right-of-use assets |
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317 |
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- |
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- |
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317 |
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Intangible assets, net |
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7,863 |
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1,833 |
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7,967 |
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4(b) |
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17,663 |
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Long-term inventories, net |
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3,583 |
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- |
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- |
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3,583 |
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Vendor deposits long term |
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1,825 |
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- |
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- |
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1,825 |
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Goodwill |
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15,545 |
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- |
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3,684 |
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4(e) |
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19,229 |
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Other assets |
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2,628 |
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5 |
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- |
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2,633 |
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Total assets |
$ |
46,843 |
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7,689 |
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7,986 |
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62,518 |
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LIABILITIES AND STOCKHOLDER'S EQUITY |
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Current Liabilities: |
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- |
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Accounts payable |
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8,981 |
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609 |
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174 |
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4(a) |
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10,056 |
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292 |
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4(f) |
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Accrued expenses and other current liabilities |
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4,842 |
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736 |
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1,587 |
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4(a) |
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7,165 |
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Operating lease liability, current portion |
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159 |
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- |
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- |
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159 |
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Deferred revenue |
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1,317 |
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2,986 |
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- |
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4,303 |
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Loan payable |
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8,823 |
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1,773 |
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(1,773 |
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4(c) |
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10,573 |
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1,750 |
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4(a) |
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Income tax payable |
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7 |
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- |
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- |
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7 |
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Derivatives |
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243 |
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- |
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- |
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243 |
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Convertible note payable |
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6,913 |
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- |
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- |
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6,913 |
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Total current liabilities |
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31,285 |
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6,104 |
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2,030 |
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39,419 |
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Operating lease liabilities, net of current portion |
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171 |
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- |
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- |
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171 |
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Other long-term liabilities |
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1,753 |
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- |
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- |
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1,753 |
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Warrant liabilities |
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408 |
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- |
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- |
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408 |
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Loan payable non-current |
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1,794 |
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142 |
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(142 |
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1,794 |
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Convertible note payable, noncurrent |
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2,738 |
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- |
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- |
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2,738 |
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Deferred revenue, non-current |
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- |
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157 |
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- |
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157 |
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Series D-1 preferred stock |
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- |
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- |
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7,676 |
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4(a) |
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7,676 |
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Total liabilities |
$ |
38,149 |
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6,403 |
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9,564 |
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54,116 |
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Series E preferred stock, par value $0.0001; 1,300,000 shares authorized as of December 31, 2025 and 0 shares authorized as of December 31, 2024; 1,300,000 and 0 shares issued and outstanding as of December 31, 2025 and December 31, 2024 respectively. |
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2,304 |
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- |
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- |
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2,304 |
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Stockholder's equity: |
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Series A preferred stock, par value $0.0001; 10,000,000 shares authorized as of December 31, 2025 and December 31, 2024; 4,414,745 and 4,658,737 shares issued and outstanding as of December 31, 2025 and December 31, 2024 respectively. |
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1 |
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- |
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- |
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1 |
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Series B preferred stock, par value $0.0001; 1,500,000 shares authorized as of December 31, 2025 and December 31, 2024; 408,775 and 1,500,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024 respectively. |
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- |
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- |
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- |
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- |
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Series C preferred stock, par value $0.0001; 5,000,000 shares authorized as of December 31, 2025 and December 31, 2024; 1,534,921 and 2,861,128 shares issued and outstanding as of December 31, 2025 and December 31, 2024 respectively. |
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1 |
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- |
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- |
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1 |
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Common stock, par value $0.0001; 900,000,000 shares authorized as of December 31, 2025 and December 31, 2024; 307,516 and 140,210 shares issued and outstanding as of December 31, 2025 and December 31, 2024 respectively. |
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- |
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- |
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- |
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- |
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Additional paid-in capital |
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233,817 |
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- |
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- |
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233,817 |
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Accumulated other comprehensive income |
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113 |
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- |
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- |
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113 |
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Accumulated deficit |
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(227,542 |
) |
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- |
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(292 |
) |
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4(f) |
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(227,834 |
) |
Historical Ergatta equity |
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1,286 |
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(1,286 |
) |
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4(d) |
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- |
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Total stockholders' equity |
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6,390 |
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1,286 |
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(1,578 |
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6,098 |
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Total liabilities, preferred stock and stockholders' equity |
$ |
46,843 |
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7,689 |
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7,986 |
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62,518 |
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3
INTERACTIVE STRENGTH, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2025
(Amounts in thousands, except per share amounts)
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Pro Forma |
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Interactive Strength Historical |
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Ergatta Historical |
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Transaction Accounting Adjustments |
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Notes |
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Pro Forma Combined |
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Revenue |
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$ |
11,530 |
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$ |
12,443 |
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$ |
- |
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$ |
23,973 |
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Cost of revenue |
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(10,617 |
) |
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(5,219 |
) |
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- |
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(15,836 |
) |
Gross profit |
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913 |
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7,224 |
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- |
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8,137 |
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Operating expenses: |
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Research and development |
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2,918 |
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2,260 |
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- |
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5,178 |
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Sales and marketing |
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2,268 |
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2,117 |
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2,625 |
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5(a) |
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7,010 |
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General and administrative |
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15,585 |
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1,791 |
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293 |
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5(b) |
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17,669 |
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- |
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5(d) |
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Total operating expenses |
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20,771 |
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6,168 |
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2,918 |
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29,857 |
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Loss from operations |
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(19,858 |
) |
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|
1,056 |
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(2,918 |
) |
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(21,720 |
) |
Other income (expense), net: |
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Other income (expense), net |
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(1,004 |
) |
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(2 |
) |
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- |
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(1,006 |
) |
Interest expense |
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(11,781 |
) |
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(503 |
) |
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|
301 |
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5(c) |
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(11,983 |
) |
Interest income |
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|
1,552 |
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|
103 |
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|
|
- |
|
|
|
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|
1,655 |
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Gain (loss) upon extinguishment of debt and accounts payable |
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|
2,702 |
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|
|
- |
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- |
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|
2,702 |
|
Loss on issuance of warrants |
|
|
- |
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|
|
- |
|
|
|
- |
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|
- |
|
Change in fair value of convertible notes |
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28,628 |
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|
|
- |
|
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- |
|
|
|
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|
28,628 |
|
Change in fair value of earnout |
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|
241 |
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|
|
- |
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- |
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|
241 |
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Change in fair value of derivatives |
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|
482 |
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|
|
- |
|
|
|
- |
|
|
|
|
|
482 |
|
Change in fair value of digital assets |
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|
(27,743 |
) |
|
|
- |
|
|
|
- |
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|
|
|
|
(27,743 |
) |
Change in fair value of warrants |
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|
2,813 |
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|
|
- |
|
|
|
- |
|
|
|
|
|
2,813 |
|
Total other income (expense), net |
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|
(4,110 |
) |
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|
(402 |
) |
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|
301 |
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|
|
|
|
(4,211 |
) |
Loss before provision for income taxes |
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|
(23,968.0 |
) |
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|
654.0 |
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|
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(2,617 |
) |
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|
|
(25,931 |
) |
Income tax expense |
|
|
- |
|
|
|
(3 |
) |
|
|
- |
|
|
5(e) |
|
|
(3 |
) |
Net loss attributable to common stockholders |
|
|
(23,968 |
) |
|
|
657 |
|
|
|
(2,617 |
) |
|
|
|
|
(25,934 |
) |
Net loss per share - basic and diluted |
|
$ |
(171.77 |
) |
|
|
- |
|
|
$ |
- |
|
|
|
|
$ |
(185.86 |
) |
Weighted average common stock outstanding - basic and diluted |
|
|
139,536 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
139,536 |
|
4
INTERACTIVE STRENGTH INC.
UNAUDITED NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
1. Basis of Presentation
The unaudited pro forma condensed combined financial information has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and Article 11 of Regulation S-X. The accompanying pro forma financial information is based on the historical consolidated financial statements of Interactive Strength and the historical financial statements of Ergatta after giving effect to the Acquisition, as well as certain reclassifications (see Note 2).
The pro forma financial information was prepared using the acquisition method of accounting in accordance with ASC 805 with the Company as the acquirer of Ergatta. Under the acquisition method of accounting, the Company will record the preliminary estimated fair value of assets acquired and liabilities assumed from Ergatta upon acquisition date, March 11, 2026. Fair value is defined in ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgment could result in different assumptions resulting in a range of alternative estimates using the same facts and circumstances. The preliminary allocation of the estimated purchase price is based upon management’s estimates based on information currently available and is subject to revision as a more detailed analysis is completed and as additional information on the fair value of the assets and liabilities becomes available and final appraisals and analysis are completed. The Company is still evaluating the fair value of intangible assets and deferred taxes, in addition to ensuring all other assets and liabilities and contingencies have been identified, valued and recorded. Differences between these preliminary estimates and the final acquisition accounting could occur and these differences could be material. A change in the fair value of the net assets of Ergatta may change the amount of the purchase price allocable to goodwill and could have a material impact on the accompanying unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined balance sheet as of December 31, 2025 combines the historical balance sheets of Interactive Strength and Ergatta on a pro forma basis, as if the Acquisition had occurred on such date. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 combines the historical statements of operations of Interactive Strength and Ergatta for such periods on a pro forma basis as if the Acquisition had been consummated on January 1, 2025, the beginning of the earliest period presented.
The unaudited pro forma condensed combined balance sheet as of December 31, 2025, and unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, has been prepared using, and should be read in conjunction with, the following:
The foregoing historical financial statements have been prepared in accordance with US GAAP. The unaudited pro forma condensed combined financial information has been prepared based on the aforementioned historical financial statements and the assumptions and adjustments as described in the notes to the unaudited pro forma condensed combined financial information (see Notes 4 and 5). Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.
The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations would have been had the Acquisition taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. The unaudited pro forma condensed combined financial information does not give effect to any synergies, operating efficiencies, tax savings or cost savings that may be associated with the Acquisition.
2. Accounting Policies and Reclassifications
During the preparation of the unaudited pro forma condensed combined financial information, the Company performed a preliminary analysis to identify differences in the Company’s and the Ergatta’s historical financial statement presentation and significant accounting policies. Based on its initial analysis, the Company did not identify any differences in accounting policies that would have a material impact on the unaudited pro forma condensed combined financial information. However, certain reclassification adjustments have been made to conform the Ergatta historical financial statement captions to the Company’s financial statement captions in the unaudited pro forma condensed combined financial statements.
5
As more information becomes available, the Company will finalize its comprehensive review of financial statement presentation and accounting policies. Therefore, the pro forma financial information may not reflect all reclassifications necessary to conform the Ergatta presentation to that of Interactive Strength due to limitations on the availability of information as of the date of this Current Report on Form 8-K/A. Accounting policy differences and additional reclassification adjustments may be identified as more information becomes available.
The following sets forth the reclassification adjustments made to conform the Ergatta presentation to Interactive’s presentation in the unaudited pro forma condensed combined balance sheet as of December 31, 2025 (in thousands):
Ergatta caption |
|
Interactive caption |
|
Historical Ergatta as Reported |
|
|
Reclassification Adjustment |
|
|
Note |
|
Ergatta as Reclassified |
|
|||
ASSETS |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|||
Current Assets: |
|
Current Assets: |
|
|
|
|
|
|
|
|
|
|
|
|||
Cash |
|
Cash and cash equivalents |
|
|
3,524 |
|
|
|
|
|
|
|
|
3,524 |
|
|
Accounts receivable |
|
Accounts receivable, net |
|
|
100 |
|
|
|
|
|
|
|
|
100 |
|
|
Inventory |
|
Inventories, net |
|
|
842 |
|
|
|
|
|
|
|
|
842 |
|
|
|
|
Vendor deposits |
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
Loan receivable |
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
Prepaid expenses and other current assets |
|
Prepaid expenses and other current assets |
|
|
1,332 |
|
|
|
|
|
|
|
|
1,332 |
|
|
Total current assets |
|
Total current assets |
|
|
5,798 |
|
|
|
- |
|
|
|
|
|
5,798 |
|
Property and equipment, net |
|
Property and equipment, net |
|
|
1,886 |
|
|
|
(1,833 |
) |
|
2(a) |
|
|
53 |
|
Operating lease right-of-use assets |
|
Right-of-use assets |
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
Intangible assets, net |
|
|
- |
|
|
|
1,833 |
|
|
2(a) |
|
|
1,833 |
|
|
|
Long-term inventories, net |
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
Vendor deposits long term |
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
Goodwill |
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
Other assets |
|
Other assets |
|
|
5 |
|
|
|
|
|
|
|
|
5 |
|
|
Total assets |
|
Total assets |
|
|
7,689 |
|
|
|
- |
|
|
|
|
|
7,689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
LIABILITIES |
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|||
Current Liabilities: |
|
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|||
Accounts payable |
|
Accounts payable |
|
|
609 |
|
|
|
|
|
|
|
|
609 |
|
|
Accrued expenses and other current liabilities |
|
Accrued expenses and other current liabilities |
|
|
736 |
|
|
|
|
|
|
|
|
736 |
|
|
Operating lease liabilities, current |
|
Operating lease liability, current portion |
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
Deferred revenue, current |
|
Deferred revenue |
|
|
2,986 |
|
|
|
|
|
|
|
|
2,986 |
|
|
Notes payable, net, current |
|
Loan payable |
|
|
1,773 |
|
|
|
|
|
|
|
|
1,773 |
|
|
|
|
Income tax payable |
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
Derivative liabilities |
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
Convertible note payable |
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
Total current liabilities |
|
Total current liabilities |
|
|
6,104 |
|
|
|
- |
|
|
|
|
|
6,104 |
|
|
|
Operating lease liabilities, net of current portion |
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
Warrant liabilities |
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
Notes payable, net, non-current |
|
Loans payable, non-current |
|
|
142 |
|
|
|
|
|
|
|
|
142 |
|
|
|
|
Other long-term liabilities |
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
Deferred revenue, non-current |
|
|
|
|
157 |
|
|
|
|
|
|
|
|
157 |
|
|
|
|
Convertible note payable, noncurrent |
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
Total liabilities |
|
Total liabilities |
|
|
6,403 |
|
|
|
- |
|
|
|
|
|
6,403 |
|
The following reclassification adjustments were made to the Ergatta balance sheet as of December 31, 2025:
2(a) Represents an adjustment to reclassify software-related assets from property and equipment into intangible assets to conform with the Company’s presentation of intangible assets.
6
The following sets forth the reclassification adjustments made to conform the Ergatta presentation to Interactive Strength’s presentation in the unaudited pro forma statement of operations for the year ended December 31, 2025 (in thousands):
|
|
|
|
For the Twelve Months Ended December 31, 2025 |
|
|||||||||||||
Ergatta caption |
|
Interactive caption |
|
Ergatta |
|
|
Reclassifications |
|
|
Note |
|
|
Ergatta as Reclassified |
|
||||
Net revenue |
|
Revenue |
|
$ |
12,443 |
|
|
|
|
|
|
|
|
$ |
12,443 |
|
||
Cost of revenue |
|
Cost of revenue |
|
|
(5,219 |
) |
|
|
|
|
|
|
|
|
(5,219 |
) |
||
Gross profit |
|
Gross profit (loss) |
|
|
7,224 |
|
|
|
- |
|
|
|
|
- |
|
|
7,224 |
|
Operating expenses: |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
Research and development |
|
|
2,260 |
|
|
|
|
|
|
|
|
|
2,260 |
|
||
Selling and marketing |
|
Sales and marketing |
|
|
2,117 |
|
|
|
|
|
|
|
|
|
2,117 |
|
||
General and administrative |
|
General and administrative |
|
|
1,839 |
|
|
|
(48 |
) |
|
2(b) |
|
|
|
1,791 |
|
|
Impairment (reversal) expense |
|
|
|
|
(48 |
) |
|
|
48 |
|
|
2(b) |
|
|
|
- |
|
|
Total operating expenses |
|
Total operating expenses |
|
|
6,168 |
|
|
|
- |
|
|
|
|
|
|
6,168 |
|
|
Income (loss) from operations |
|
Loss from operations |
|
|
1,056 |
|
|
|
- |
|
|
|
|
|
|
1,056 |
|
|
Other expense, net: |
|
Other income (expense), net: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other expense, net |
|
Other income (expense), net |
|
|
(2 |
) |
|
|
|
|
|
|
|
|
(2 |
) |
||
Interest expense |
|
Interest expense |
|
|
(503 |
) |
|
|
|
|
|
|
|
|
(503 |
) |
||
Interest income |
|
Interest income |
|
|
103 |
|
|
|
|
|
|
|
|
|
103 |
|
||
|
|
Gain (loss) upon extinguishment of debt and accounts payable |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|||
|
|
Loss on issuance of warrants |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|||
|
|
Change in fair value of convertible notes |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|||
|
|
Change in fair value of earnout |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|||
|
|
Change in fair value of derivatives |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|||
|
|
Change in fair value of digital assets |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|||
|
|
Change in fair value of warrants |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|||
Total other expense, net |
|
Total other income (expense), net |
|
|
(402 |
) |
|
|
- |
|
|
|
|
|
|
(402 |
) |
|
Net income (loss) before income taxes |
|
Loss before provision for income taxes |
|
|
654 |
|
|
|
- |
|
|
|
|
|
|
654 |
|
|
Income tax benefit |
|
Income tax expense |
|
|
(3 |
) |
|
|
|
|
|
|
|
|
(3 |
) |
||
Net income (loss) |
|
Net loss attributable to common stockholders |
|
|
657 |
|
|
|
- |
|
|
|
|
|
|
657 |
|
|
The following reclassification adjustments were made to the Ergatta statements of operations for the year ended December 31, 2025:
2(b) Represents an adjustment to reclassify a reversal of prior year impairment expense into general and administrative expenses.
3. Preliminary Consideration and Fair Value Estimate of Assets Acquired and Liabilities Assumed
The Company will account for the Acquisition as a business combination in accordance with US GAAP. Accordingly, for purposes of preparing the unaudited pro forma condensed combined financial information, the estimated purchase price attributable to the Acquisition has been allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. Upon the closing of the Acquisition, Interactive Strength paid aggregate estimated consideration of approximately $13.3 million, which consisted of the following:
Cash paid at closing |
$ |
2,075 |
|
Seller transaction expenses |
|
174 |
|
Secured note |
|
1,750 |
|
Series D-1 preferred stock |
|
7,676 |
|
Estimated fair value of contingent consideration |
|
1,587 |
|
Total Purchase Price |
$ |
13,262 |
|
The Company assessed the classification of the Series D-1 Preferred Stock provided as consideration in the Acquisition and determined it to be a liability pursuant to ASC 480 – Distinguishing Liabilities from Equity, as the conversion feature within the Series D-1 Preferred Stock does not expose to holders to the risks and rewards of equity ownership. The Company will record the Series D-1 Preferred Stock initially at fair value and will subsequently remeasure the Series D-1 Preferred Stock at fair value through current period earnings.
The following table sets forth the preliminary allocation of the estimated purchase price to the tangible and intangible assets acquired and liabilities assumed based on a preliminary estimate of the fair values, as if the Acquisition had been completed on December 31, 2025 (in thousands):
7
|
As of December 31, 2025 |
|
|
Estimated fair value of consideration transferred |
$ |
13,262 |
|
Estimated fair value of assets acquired and liabilities assumed |
|
|
|
Cash & cash equivalents |
|
1,934 |
|
Accounts receivable |
|
100 |
|
Inventory |
|
842 |
|
Prepaid expenses and other current assets |
|
1,332 |
|
Property and equipment |
|
53 |
|
Other assets |
|
5 |
|
Intangible assets |
|
9,800 |
|
Accounts payable |
|
(609 |
) |
Accrued expenses and other current liabilities |
|
(736 |
) |
Deferred revenue, current |
|
(2,986 |
) |
Deferred revenue, non-current |
|
(157 |
) |
Total estimated fair value of net assets acquired |
|
9,578 |
|
Estimated goodwill |
$ |
3,684 |
|
The pro forma purchase price allocation presented in the table above is preliminary and based on the Ergatta balance sheet as of December 31, 2025 The estimated fair value of the assets acquired and liabilities assumed are based upon available information and certain assumptions. The final determination of the purchase price allocation will be completed as soon as practicable but no later than one year after the date of acquisition and will be based on the fair value of the assets acquired and liabilities assumed as of the closing date. Accordingly, the pro forma purchase price allocation is subject to revision as a more detailed analysis is completed and additional information on the fair value of the assets and liabilities becomes available, including receipt of final appraisals of the net assets acquired. A change in the fair value of the net assets may change the amount of purchase price allocable to goodwill and could have a material impact on the amount of expense included in the accompanying unaudited pro forma condensed combined statements of income.
4. Adjustments to unaudited pro forma condensed combined balance sheet
The following pro forma adjustments are included in the unaudited pro forma condensed combined balance sheet as of December 31, 2025:
4(a) Reflects the estimated total preliminary consideration for the Acquisition of approximately $13.3 million comprised of 4.75 million shares of convertible Series D-1 Preferred Stock (the “Series D-1 Convertible Preferred Stock”) with an aggregate fair value of approximately $7.7 million, cash consideration consisting of $2.1 million paid at Closing, recognition of the $1.75 million senior secured promissory note, recognition accounts payable related to certain Ergatta transaction expenses of approximately $0.2 million which will be paid by the combined Company following the Closing, and recognition of contingent cash consideration with a fair value of $1.6 million. Also reflects $0.3 million of the cash consideration that will remain with Ergatta after closing.
4(b) Reflects a net adjustment to recognize the estimated fair value of the identifiable intangible assets acquired in the Acquisition. The preliminary estimated fair value and the useful life of the intangible assets is as follows (in thousands):
|
|
|
|
|
|
|
|
Estimated amortization expense |
|||||
|
|
Estimated fair value |
|
|
Estimated useful life (years) |
|
|
For the year ended December 31, 2025 |
|
|
|||
Developed technology - software |
|
|
2,400 |
|
|
|
5 |
|
|
|
480 |
|
|
Customer-related intangible - DTC |
|
|
5,300 |
|
|
|
2 |
|
|
|
2,650 |
|
|
Customer-related intangible - License |
|
|
1,300 |
|
|
|
6 |
|
|
|
217 |
|
|
Trademarks and trade name |
|
|
800 |
|
|
|
9 |
|
|
|
89 |
|
|
Total estimated fair value of acquired intangible assets |
|
$ |
9,800 |
|
|
|
|
|
$ |
3,436 |
|
|
|
Carrying value of Ergatta intangible assets |
|
|
1,833 |
|
|
|
|
|
|
|
|
||
Pro forma adjustment |
|
$ |
7,967 |
|
|
|
|
|
|
|
|
||
The preliminary fair value of each of the intangible assets was estimated using the income approach. The income approach converts future expected cash flows to a discounted amount. The fair value measurement is determined on the basis of the value indicated by current market expectations about such future amounts.
8
4(c) Reflects an adjustment to derecognize a previously existing loan using the seller’s cash on hand which is also reflected in this adjustment
4(d) Reflects the elimination of Ergatta’s historical equity balances, including both preferred and common shares, additional paid-in capital, and the accumulated deficit. These items are presented within one line item, “Ergatta historical equity” on the pro forma balance sheet as of December 31, 2025.
4(e) Reflects a net adjustment to recognize the preliminary estimated goodwill expected to arise from the Acquisition. See Note 3 for significant estimates and assumptions used to determine the preliminary estimate of goodwill for the purpose of preparing the unaudited pro forma condensed combined financial information.
4(f) Reflects an adjustment to recognize payables for incremental non-recurring Company transaction costs related to the Acquisition that are presented in adjustment 5(b) on the condensed combined statement of operations.
5. Adjustments to unaudited pro forma condensed combined statement of operations
The following pro forma adjustments are included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025:
5(a) Reflects the estimated amortization expense resulting from the Acquisition related to the acquired finite-lived intangible assets, which was calculated assuming a straight-line method of amortization based on the preliminary estimated fair value and useful lives presented in Note 4(b) above.
|
|
For the year ended December 31, 2025 |
|
|
Estimated amortization expense for acquired intangibles |
|
$ |
3,436 |
|
Less: Historical Ergatta amortization expense |
|
|
810 |
|
Pro forma adjustment |
|
$ |
2,625 |
|
The amount of amortization expense will ultimately be based on the periods in which the associated economic benefits are expected to be derived and the pattern of benefit for each intangible asset, and therefore, the amount reported after the Acquisition may differ significantly between periods based upon the final values assigned and amortization methodology used for each asset.
A 10% increase or decrease in the estimated fair value of the intangible assets would cause an increase or decrease of $0.3 million and $0.3 million, respectively, to the amortization amounts as presented in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025.
5(b) Reflects an adjustment to record incremental non-recurring Company transaction costs related to the Acquisition.
5(c) Reflects a net adjustment to reverse interest expense related to the Ergatta loan extinguished as part of the Acquisition and to reflect an increase to interest expense related to the secured note included as part of consideration, as described in Note 4(a).
5(d) The unaudited condensed combined pro forma statement of operations for the period ended December 31, 2025 does not include an adjustment to recognize incremental stock compensation expense related to preferred stock awards granted to certain Ergatta employees upon closing, the value of which is primarily based Ergatta achieving certain free cash flow targets during 2026 and 2027. These grants represent new compensatory arrangements, and not replacement awards, and therefore will be accounted for outside the acquisition. Ergatta’s actual financial performance for the year ended December 31, 2025 did not achieve the free cash flow targets and therefore these grants would have had zero value.
5(e) The Company has not reflected any estimated income tax impact related to the Acquisition in the accompanying unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, because it does not anticipate the impact to be material due to the Company’s history of losses and it's full valuation allowance maintained against net deferred tax
9
assets. The Company expects that it will continue to have a full valuation allowance against its net deferred tax assets subsequent to the transaction.
6. Loss per share
Pro forma basic and diluted loss per share has been adjusted to reflect the pro forma adjustments herein for the year ended December 31, 2025. The following table sets forth the computation of pro forma combined basic and diluted net loss per share (in thousands, except share and per share amounts):
|
For the Year Ended December 31, 2025 |
|
|
Pro forma net income (loss) attributable to Interactive Strength, Inc. |
$ |
(25,934 |
) |
|
|
|
|
Interactive historical weighted-average shares of common stock outstanding - basic and diluted |
|
139,536 |
|
Pro forma weighted-average shares of common stock outstanding - basic and diluted |
|
139,536 |
|
|
|
|
|
Pro forma earnings (loss) per share attributable to Interactive common stockholders |
$ |
(185.86 |
) |
10
Exhibit 99.2
ERGATTA, INC.
Financial Statements
December 31, 2025 and 2024
With Independent Auditor’s Report
Independent Auditor’s Report 1
Financial Statements
Balance Sheets 3
Statements of Operations 4
Statements of Changes in Stockholders’ Equity 5
Statements of Cash Flows 6
Notes to the Financial Statements 7
Ergatta, Inc.
Balance Sheets
(in thousands, except share and per share amounts)
|
|
December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash |
|
$ |
3,524 |
|
|
$ |
4,214 |
|
Accounts receivable |
|
|
100 |
|
|
|
100 |
|
Inventory |
|
|
842 |
|
|
|
982 |
|
Prepaid expenses and other current assets |
|
|
1,332 |
|
|
|
2,054 |
|
Total current assets |
|
|
5,798 |
|
|
|
7,350 |
|
Property and equipment, net |
|
|
1,886 |
|
|
|
1,726 |
|
Operating lease right-of-use assets, net |
|
|
- |
|
|
|
69 |
|
Other assets |
|
|
5 |
|
|
|
13 |
|
Total assets |
|
$ |
7,689 |
|
|
$ |
9,158 |
|
Liabilities and Stockholders' Equity |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
609 |
|
|
$ |
645 |
|
Accrued expenses and other current liabilities |
|
|
736 |
|
|
|
832 |
|
Deferred revenue, current |
|
|
2,986 |
|
|
|
2,954 |
|
Operating lease liabilities, current |
|
|
- |
|
|
|
69 |
|
Notes payable, net, current |
|
|
1,773 |
|
|
|
1,974 |
|
Total current liabilities |
|
|
6,104 |
|
|
|
6,474 |
|
Deferred revenue, non-current |
|
|
157 |
|
|
|
118 |
|
Notes payable, net, non-current |
|
|
142 |
|
|
|
2,039 |
|
Total liabilities |
|
|
6,403 |
|
|
|
8,631 |
|
Stockholders' equity |
|
|
|
|
|
|
||
Preferred stock, $0.0001 par value, 6,242,940 shares authorized |
|
|
1 |
|
|
|
1 |
|
Common stock, $0.001 par value; 14,300,000 shares authorized |
|
|
6 |
|
|
|
6 |
|
Additional paid-in capital |
|
|
36,007 |
|
|
|
35,905 |
|
Accumulated deficit |
|
|
(34,728 |
) |
|
|
(35,385 |
) |
Total stockholders' equity |
|
|
1,286 |
|
|
|
527 |
|
Total liabilities and stockholders' equity |
|
$ |
7,689 |
|
|
$ |
9,158 |
|
See accompanying Notes to the Financial Statements.
5
Ergatta, Inc.
Statements of Operations
(in thousands)
|
|
Year Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Net revenue |
|
$ |
12,443 |
|
|
$ |
13,141 |
|
Cost of revenue |
|
|
5,219 |
|
|
6,048 |
|
|
Gross profit |
|
|
7,224 |
|
|
7,093 |
|
|
Operating expenses: |
|
|
|
|
|
|
||
Selling and marketing |
|
|
2,117 |
|
|
|
2,158 |
|
General and administrative |
|
|
1,839 |
|
|
|
1,788 |
|
Research and development |
|
|
2,260 |
|
|
|
2,230 |
|
Impairment (reversal) expense |
|
|
(48 |
) |
|
|
1,222 |
|
Total operating expenses |
|
6,168 |
|
|
7,398 |
|
||
Income (loss) from operations |
|
|
1,056 |
|
|
|
(305 |
) |
Other expense, net |
|
|
|
|
|
|
||
Interest expense |
|
|
(503 |
) |
|
|
(735 |
) |
Interest income |
|
|
103 |
|
|
|
135 |
|
Other (expense) income, net |
|
|
(2 |
) |
|
|
113 |
|
Total other expense, net |
|
|
(402 |
) |
|
|
(487 |
) |
Net income (loss) before income taxes |
|
|
654 |
|
|
|
(792 |
) |
Income tax benefit |
|
|
(3 |
) |
|
|
- |
|
Net income (loss) |
|
$ |
657 |
|
|
$ |
(792 |
) |
See accompanying Notes to the Financial Statements.
6
Ergatta, Inc.
Statements of Changes in Stockholders' Equity
(in thousands, except share amounts)
|
|
|
Series Seed |
|
|
Series Seed-1 |
|
|
|
Series Seed-2 |
|
|
|
Series A |
|
|
|
Total |
|
|
|
Common Stock |
|
|
|
Additional Paid-in Capital |
|
|
|
Accumulated Deficit |
|
|
|
Total Stockholders' Equity |
|
|||||||||||||||||||||||||
|
|
|
Shares |
|
|
|
Amount |
|
|
Shares |
|
|
|
Amount |
|
|
|
Shares |
|
|
|
Amount |
|
|
|
Shares |
|
|
|
Amount |
|
|
|
Shares |
|
|
|
Amount |
|
|
|
Shares |
|
|
|
Amount |
|
|
|
Amount |
|
|
|
Amount |
|
|
|
Amount |
|
|
Balance - January 1, |
|
|
2,188,339 |
|
|
$ |
1 |
|
|
838,870 |
|
|
$ |
- |
|
|
|
1,190,150 |
|
|
$ |
- |
|
|
$ |
2,017,423 |
|
|
$ |
- |
|
|
$ |
6,234,782 |
|
|
$ |
1 |
|
|
$ |
5,852,922 |
|
|
$ |
6 |
|
|
$ |
35,777 |
|
|
$ |
(34,593 |
) |
|
$ |
1,191 |
|
|
Exercise of stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
23,149 |
|
|
|
- |
|
|
|
10 |
|
|
|
- |
|
|
|
10 |
|
Stock-based |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
118 |
|
|
|
- |
|
|
|
118 |
|
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(792 |
) |
|
|
(792 |
) |
Balance - December 31, |
|
|
2,188,339 |
|
|
$ |
1 |
|
|
838,870 |
|
|
$ |
- |
|
|
|
1,190,150 |
|
|
$ |
- |
|
|
$ |
2,017,423 |
|
|
$ |
- |
|
|
$ |
6,234,782 |
|
|
$ |
1 |
|
|
$ |
5,876,071 |
|
|
$ |
6 |
|
|
$ |
35,905 |
|
|
$ |
(35,385 |
) |
|
$ |
527 |
|
|
Exercise of stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
49,400 |
|
|
|
- |
|
|
|
11 |
|
|
|
- |
|
|
|
11 |
|
Stock-based |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
91 |
|
|
|
- |
|
|
|
91 |
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
657 |
|
|
|
657 |
|
Balance - December 31, |
|
|
2,188,339 |
|
|
$ |
1 |
|
|
$ |
838,870 |
|
|
$ |
- |
|
|
|
1,190,150 |
|
|
$ |
- |
|
|
$ |
2,017,423 |
|
|
$ |
- |
|
|
$ |
6,234,782 |
|
|
$ |
1 |
|
|
$ |
5,925,471 |
|
|
$ |
6 |
|
|
$ |
36,007 |
|
|
$ |
(34,728 |
) |
|
$ |
1,286 |
|
See accompanying Notes to the Financial Statements.
7
Ergatta, Inc.
Statements of Cash Flows
(in thousands)
|
|
Year Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
657 |
|
|
$ |
(792 |
) |
Adjustments to reconcile net income (loss) to net cash provided by |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
826 |
|
|
|
520 |
|
Stock-based compensation expense |
|
|
79 |
|
|
|
106 |
|
Reversal of provision for returns and credit losses |
|
|
(5 |
) |
|
|
- |
|
Amortization of debt issuance costs |
|
|
95 |
|
|
|
135 |
|
Amortization of operating lease right-of-use assets |
|
|
69 |
|
|
|
188 |
|
Impairment (reversal) expense |
|
|
(48 |
) |
|
|
1,222 |
|
Loss on property and equipment disposal |
|
|
5 |
|
|
|
1 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
- |
|
|
|
(98 |
) |
Inventory |
|
|
188 |
|
|
|
158 |
|
Prepaid expenses and other current assets |
|
|
722 |
|
|
|
(1,126 |
) |
Other assets |
|
|
8 |
|
|
|
- |
|
Accounts payable |
|
|
(36 |
) |
|
|
40 |
|
Accrued expenses and other current liabilities |
|
|
(91 |
) |
|
|
(664 |
) |
Deferred revenue |
|
|
71 |
|
|
|
100 |
|
Operating lease liabilities |
|
|
(69 |
) |
|
|
(262 |
) |
Net cash provided by (used in) operating activities |
|
|
2,471 |
|
|
|
(472 |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
||
Expenditures for capitalized software development |
|
|
(954 |
) |
|
|
(1,006 |
) |
Purchases of property and equipment |
|
|
(25 |
) |
|
|
(42 |
) |
Net cash used in investing activities |
|
|
(979 |
) |
|
|
(1,048 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Principal repayments for notes payable |
|
|
(2,193 |
) |
|
|
(800 |
) |
Proceeds from exercise of stock options |
|
|
11 |
|
|
|
10 |
|
Net cash used in financing activities |
|
|
(2,182 |
) |
|
|
(790 |
) |
Net decrease in cash and restricted cash |
|
|
(690 |
) |
|
|
(2,310 |
) |
Cash and restricted cash at beginning of year |
|
|
4,214 |
|
|
|
6,524 |
|
Cash at end of year |
|
$ |
3,524 |
|
|
$ |
4,214 |
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
397 |
|
|
$ |
603 |
|
Supplemental disclosure of non-cash activities: |
|
|
|
|
|
|
||
Stock-based compensation capitalized for software development |
|
$ |
12 |
|
|
$ |
12 |
|
See accompanying Notes to the Financial Statements.
8
Ergatta, Inc.
Notes to the Financial Statements
December 31, 2025 and 2024
(in thousands, except share and per share amounts)
1. Nature of the Business and Basis of Presentation
Ergatta, Inc. (the “Company” or “Ergatta”), a Delaware Corporation, was incorporated on February 1, 2019. Ergatta is a creator of game-based fitness, combining cardio equipment and gaming software to deliver consumers entertaining and motivating workouts and to create habit-forming fitness behavior over time. The Ergatta experience is designed to bring the power of daily fitness within reach for people that find more motivation in competition and achievement than in charismatic instructors. Ergatta’s flagship product, the Ergatta Luxe Rower, combines a game-based software experience with an elegant and portable connected rowing machine handcrafted from cherry wood and designed to look more like furniture than traditional fitness equipment.
The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).
2. Summary of Significant Accounting Policies
Significant accounting policies followed by Ergatta in the preparation of the accompanying financial statements are summarized below:
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates are used in the determination of the allowance for returns, the valuation of inventory, the incremental borrowing rate associated with lease liabilities, internal-use software development costs, impairment of long-lived assets, stock-based compensation expense, and warrants. Actual results could differ from those estimates.
Cash and Concentration of Credit Risk
Cash includes amounts on deposit with two banks. The Company maintains its cash balances at major U.S. financial institutions. At times, the Company’s cash balances with individual banks exceed federally insured limits. The Company has not experienced any losses in these accounts and does not believe it is exposed to any significant credit risk on cash.
Accounts Receivable
Accounts receivable primarily consists of amounts due from software content licensing partners. Accounts receivable are recorded net of an allowance for credit losses. The allowance is based upon a number of factors, including the length of time invoices are past due, historical losses, and management’s assessment of the partner’s ability to pay. At January 1, 2024, accounts receivable, net amounted to $2. The allowance for credit losses was $0 as of December 31, 2025 and 2024.
Inventory
Inventory consists of manufactured components and finished goods stocked in third-party warehouses and purchased goods in transit to customers in cases where revenue is not earned until delivery. Components and finished goods are purchased from contract manufacturers and are stated at the lower of cost or net realizable value on a first-in, first-out basis. The Company assesses the valuation of inventory and
9
Ergatta, Inc.
Notes to the Financial Statements
December 31, 2025 and 2024
(in thousands, except share and per share amounts)
periodically adjusts the value for estimated excess and obsolete inventory based upon estimates of future demand and market conditions, as well as damaged or otherwise impaired goods. The Company’s inventory balance as of December 31, 2025 amounted to $842, of which $610 is manufactured components to be used in the future assembly of finished goods, $98 is purchased goods in transit to customers, and $134 is apparel and rower accessories finished goods stocked in third-party warehouses. The Company’s inventory balance as of December 31, 2024 amounted to $982, of which $675 is manufactured components to be used in the future assembly of finished goods, $71 is finished goods stocked in third-party warehouses, $99 is purchased goods in transit to customers, and $137 is apparel and rower accessories finished goods stocked in third-party warehouses. During the year ended December 31, 2024, the Company established an estimated reserve for inventory valuation of manufactured components for $247 related to touchscreens that were not yet available for sale to customers. During the year ended December 31, 2025, the Company began selling the touchscreens to customers, leading to new information being available related to the previously established estimate. This resulted in a reversal of $48 of the reserve estimate recorded at December 31, 2024, with the additional $199 of the reserve being reclassified as a write-down of the inventory cost to net realizable value. The ending balance of the inventory valuation reserve as of December 31, 2025 was $0.
Property and Equipment, net
Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization charges have been calculated using the straight-line method. Expenditures on repairs and maintenance are charged to operations as incurred. Expenditures for betterments and major renewals are capitalized and therefore included in property and equipment.
The Company capitalizes qualified costs related to internal-use software, software to be sold, leased, or otherwise marketed, and website development during the application development stage, including compensation and consulting costs related to employees and contractors who devote time to the projects. Costs incurred in the preliminary and post-implementation stages are expensed as incurred and are included in research and development in the statements of operations. The Company also capitalizes costs related to upgrades and enhancements when it is probable the expenditures will result in additional functionality. Once the project is available for general release, capitalization ceases and asset amortization begins. Capitalized costs associated with internal-use software and software to be sold, leased, or otherwise marketed are amortized on a straight-line basis over their estimated useful life. The amortization expense related to capitalized software is included in cost of revenue in the statements of operations, unless it is for an internal-use software project that relates directly to another line item of operating expenses.
Leases
The Company categorizes leases with contractual terms longer than 12 months as either operating or finance. Finance leases are generally those leases that allow the Company to substantially utilize or pay for the entire asset over its estimated life. All other leases are categorized as operating leases. The Company has elected that leases with contractual terms of 12 months or less are not recorded on the balance sheet. The Company had no finance leases during 2025 and 2024.
10
Ergatta, Inc.
Notes to the Financial Statements
December 31, 2025 and 2024
(in thousands, except share and per share amounts)
Lease liabilities and right-of-use assets are recognized at the present value of the fixed lease payments using a discount rate equal to the risk-free rate. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease, including any options to extend lease terms if it is reasonably certain that the option will be exercised.
Impairment of Long-Lived Assets
The Company accounts for impairment of long-lived assets in accordance with GAAP, which requires that if facts and circumstances indicate that the cost of property and equipment or other assets may be impaired, an evaluation of recoverability would be performed by comparing the estimated future undiscounted cash flows associated with the assets to the assets’ carrying values to determine if a write-down to market value or discounted cash flow value would be required. There were no impairments recorded during the year ended December 31, 2025. During the year ended December 31, 2024, the Company recorded an impairment charge of $66 in connection with its internal-use software.
Vendor Concentration
During 2025 and 2024, the Company had one vendor that individually comprised at least 10% of total cost of revenue. Purchases from this vendor for the years ended December 31, 2025 and 2024 aggregated to approximately 57% and 68%, respectively, of cost of revenue. Accounts payable from this vendor aggregated to approximately 31% and 44% of accounts payable as of December 31, 2025 and 2024, respectively.
Income Taxes
The Company is organized as a corporation for both federal and state purposes under the Internal Revenue Code (“IRC”) and applicable state statutes. The Company accounts for income taxes under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes. Under this ASC, deferred income taxes are recognized for the tax consequences of temporary differences by applying statutory tax rates applicable to future years to differences between the financial statement carrying amount and the tax basis of the existing assets and liabilities.
The Company follows professional standards regarding accounting for uncertainty in income taxes recognized in the Company’s financial statements. A tax position is recognized only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has evaluated its tax positions and has concluded that there are no significant uncertain tax positions for either federal or state purposes for 2025 or 2024. Interest and penalties related to unrecognized tax benefits, which were $0 in 2025 and 2024, are recognized within income tax expense. The Company does not expect the total amount of unrecognized tax benefits to significantly change in the next 12 months.
On July 4, 2025, the One Big Beautiful Bill was enacted (“OBBBA”), introducing significant and wide-ranging changes to the U.S. federal tax system. Significant components include restoration of 100% accelerated tax depreciation on qualifying property including expansion to cover qualified production property. Another major aspect includes the return to immediate expensing of domestic research and experimental expenditures (“R&E”) which in some cases may include retroactive application back to 2021 for businesses with gross receipts of less than $31 million or accelerated tax deductions of R&E that was previously
11
Ergatta, Inc.
Notes to the Financial Statements
December 31, 2025 and 2024
(in thousands, except share and per share amounts)
capitalized for larger businesses. The legislation also reinstates EBITDA-based interest deductions for tax purposes and makes several business tax incentives permanent. Less favorable business provisions include limitations on tax deductions for charitable contributions.
The OBBBA modified the U.S. International Tax provisions for Global Intangible Low-Taxed Income (“GILTI”), Foreign-Derived Intangible Income (“FDII”), and the Base-erosion Anti-abuse Tax (“BEAT”) effective for tax years starting after December 31, 2025. The tax rate on GILTI, now renamed to Net CFC Tested Income (“NCTI”), is now 12.6%. The FDII rules, now renamed to Foreign Derived Deduction Eligible Income (“FDDEI”), now carry a 14% tax rate on FDDEI eligible income. The OBBBA increases the BEAT rate from 10% to 10.5%.
Revenue Recognition
The Company’s revenue contracts include sales of rower exercise equipment (“Rowers”), upgrade equipment (“Upgrades”), subscription revenue for workout content, and revenue for licensing workout content to third-party platforms. The Company determines the appropriate amount of revenue to be recognized through the following steps in accordance with Topic 606: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when, or as, the Company satisfies a performance obligation.
For sales of Rowers, Upgrades, and the related delivery and installation, the Company determines the transaction price based on consideration expected to be received. Rowers and Upgrades have discrete unit prices that represent fair value, and each is considered to be a separate performance obligation. Revenue is recognized for each product performance obligation at the point in time of delivery to the customer. Revenue is reported net of sales returns and discounts. For Rowers sold through third-party retail partners, revenue is also reported net of commissions and related fees withheld by the retail partner. The Company estimates an allowance for returns based on historical trends, the impact of seasonality, and an evaluation of current economic and market conditions. If actual return rates differ from previous estimates, revenue is adjusted in the period in which such returns occur.
Customers have the option to purchase a third-party extended warranty at the time of purchasing a Rower or Upgrade. The Company pays a fixed premium to the third party for each warranty contract, and all warranty claims are then serviced and paid for by the third party. As the Company acts as an agent in the sale of these warranty contracts, revenue is recognized net of the premium paid at the same time as recognition of the revenue for the associated Rower or Upgrade.
Subsequent to the sale of Rowers and Upgrades, the Company also sells monthly and annual subscriptions to its library of workout content. Customers must have an Ergatta Rower or Upgrade in order to be a subscription customer. There is no obligation of the customer to subscribe to the content and they may cancel at any time for any reason. Revenue is recognized over time (monthly) associated with the value of the subscription at the time the customer is provided access to the fitness content.
In 2024, the Company entered into its first contract to license game-based fitness content to another connected fitness company. This contract included a prepaid fee for development and implementation services as well as recurring monthly licensing fees once the game-based fitness content is available for use by the licensee’s customers. The prepaid fee was to customize the Company’s assets to work with the licensee’s infrastructure and is therefore not a distinct performance obligation from the content licensing services. It is therefore recognized straight-line over the term the licensing services are provided together
12
Ergatta, Inc.
Notes to the Financial Statements
December 31, 2025 and 2024
(in thousands, except share and per share amounts)
with the licensing fees. The licensing services commenced during 2025, and revenue for the recurring licensing fees is recognized over time (monthly) as the licensee’s customers are provided access to the fitness content. As of December 31, 2024, the licensing services had not yet commenced, and the prepaid fee was included in deferred revenue in the balance sheets.
The following table summarizes the Company’s net revenue by major product category for the periods presented:
|
|
Year Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Fitness equipment |
|
$ |
3,965 |
|
|
$ |
5,402 |
|
Subscriptions |
|
|
7,979 |
|
|
|
7,739 |
|
Content licensing |
|
|
499 |
|
|
|
- |
|
Total net revenue |
|
$ |
12,443 |
|
|
$ |
13,141 |
|
The Company maintains a deferred revenue contract liability balance for its performance obligations for product orders that have been placed but not fulfilled as well as for prepaid annual subscriptions and prepaid implementation services for the remaining months to fulfill the obligation of the content. As of December 31, 2025 and 2024, deferred revenue amounted to $3,143 and $3,072, respectively. At January 1, 2024, deferred revenue amounted to $2,972. There were no contract assets recorded as of December 31, 2025 and 2024.
Cost of Revenue
Cost of revenue includes the cost of Rowers and Upgrades sold, including the cost of shipping, delivery and installation, payment processing fees, music royalties, and personnel-related expenses associated with fulfillment, operations, and customer service.
Selling and Marketing Expenses
The Company expenses selling, marketing, and advertising costs as incurred. Advertising costs amounted to $1,408 and $1,192 for the years ended December 31, 2025 and 2024, respectively, which is included in selling and marketing on the statements of operations.
Research and Development Expenses
The Company expenses research and development costs as incurred related to its Rowers and game-based fitness content. Expenses that meet the criteria for capitalization as internal-use software or software to be sold, leased, or otherwise marketed are capitalized to property and equipment, net on the balance sheets. Research and development expenses amounted to $2,260 and $2,230 for the years ended December 31, 2025 and 2024, respectively.
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which modifies the rules on income tax disclosures. Some of the requirements of this ASU are only applicable to public entities. The standard will require private entities to disclose (1) qualitative information about specific categories of reconciling items and individual jurisdictions that result in a significant difference between the statutory and effective tax rate, (2) the amount of income taxes paid (separated between federal, state, and foreign), (3) income or loss from continuing operations before
13
Ergatta, Inc.
Notes to the Financial Statements
December 31, 2025 and 2024
(in thousands, except share and per share amounts)
income taxes (separated between domestic and foreign), and (4) income tax expense or benefit from continuing operations (separated by federal, state, and foreign). The new guidance is effective for private entities for annual periods beginning after December 15, 2025. The Company is currently evaluating the effect of adopting this new guidance on its financial statements and related disclosures.
In July 2025, FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This standard update introduces a practical expedient for all business entities to allow businesses to assume that current conditions at the balance sheet date will not change for the remaining life of the asset. It also introduces an accounting policy election for non-public entities that allows for consideration of collection activity after the balance sheet date when estimating expected credit losses. The new guidance is effective for annual periods beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the effect of adopting this new guidance on its financial statements and related disclosures.
In September 2025, FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This standard update is intended to modernize the accounting for software development costs by removing references to prescriptive software development stages. The new guidance is effective for annual periods beginning after December 15, 2027, with early adoption permitted. This standard update permits an entity to apply the new guidance following a prospective, modified, or retrospective approach. The Company is currently evaluating the effect of adopting this new guidance on its financial statements and related disclosures.
3. Property and Equipment
The major classifications of property and equipment as of December 31, 2025 and 2024 are as follows:
|
|
Estimated |
|
December 31, |
|
|||||
Asset Class |
|
Useful Life |
|
2025 |
|
|
2024 |
|
||
Equipment |
|
3 years |
|
$ |
69 |
|
|
$ |
79 |
|
Furniture and fixtures |
|
5 years |
|
|
1 |
|
|
|
1 |
|
Internal-use software |
|
1-3 years |
|
|
3,141 |
|
|
|
2,099 |
|
Software to be sold, leased, or otherwise marketed |
|
3 years |
|
|
238 |
|
|
|
- |
|
Software in development |
|
|
|
|
- |
|
|
|
314 |
|
Licensed content |
|
3 years |
|
|
47 |
|
|
|
32 |
|
Website |
|
15 years |
|
|
16 |
|
|
|
16 |
|
Total property and equipment, gross |
|
|
|
|
3,512 |
|
|
|
2,541 |
|
Less: Accumulated depreciation and amortization |
|
|
|
|
(1,626 |
) |
|
|
(815 |
) |
Total property and equipment, net |
|
|
|
$ |
1,886 |
|
|
$ |
1,726 |
|
Depreciation and amortization expense, charged to operations, amounted to $826 and $520 for the years ended December 31, 2025 and 2024, respectively, of which $755 and $485 related to amortization of capitalized internal-use software costs for the years ended December 31, 2025 and 2024, respectively, and $46 and $0 related to amortization of software to be sold, leased or otherwise marketed for the years ended December 31, 2025 and 2024. The remaining unamortized software to be sold, leased or otherwise marketed was $192 and $0 as of December 31, 2025 and 2024, respectively.
14
Ergatta, Inc.
Notes to the Financial Statements
December 31, 2025 and 2024
(in thousands, except share and per share amounts)
4. Leases
The Company leases office facilities for various terms under non-cancelable operating lease agreements. In November 2021, the Company entered into an agreement to lease office space in New York, New York until March 2024. This lease required a security deposit of $224 in the form of a letter of credit as well as monthly payments of approximately $56. This lease terminated as of March 31, 2024.
In August 2023, the Company entered into an agreement to lease office space in New York, New York from October 2023 until September 2024. This lease also included a renewal option, which the Company exercised, for an additional 12-month term. The Company elected to utilize the risk-free rate of 5.12% to determine the present value of the lease payments. This lease terminated as of September 30, 2025.
In September 2025, the Company entered into an agreement to lease office space in New York, New York until March 2026. Leases with an initial term of 12 months or less are not recorded on the balance sheets. The Company recognizes rent expense on a straight-line basis over the lease period for short-term leases.
The Company recognized $94 of lease expense for the year ended December 31, 2025, which included $71 of operating lease expense and $23 of short-term lease expense. The Company recognized $197 of lease expense for the year ended December 31, 2024, which consisted entirely of operating lease expense.
Operating cash outflows from operating leases were $71 and $271 for the years ended December 31, 2025 and 2024, respectively.
5. Income Taxes
Net income (loss) before income taxes for the years ended December 31, 2025 and 2024 was as follows:
|
|
December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
United States |
|
$ |
654 |
|
|
$ |
(792 |
) |
Foreign |
|
|
- |
|
|
|
- |
|
Total net income (loss) before income taxes |
|
$ |
654 |
|
|
$ |
(792 |
) |
The provision for (benefit from) income taxes for the periods presented consisted of the following:
|
|
December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Current |
|
|
|
|
|
|
||
Federal |
|
$ |
(2 |
) |
|
$ |
(5 |
) |
State |
|
|
(1 |
) |
|
|
5 |
|
Foreign |
|
|
- |
|
|
|
- |
|
Total current (benefit) expense |
|
|
(3 |
) |
|
|
- |
|
Deferred |
|
|
|
|
|
|
||
Federal |
|
|
- |
|
|
|
- |
|
State |
|
|
- |
|
|
|
- |
|
Foreign |
|
|
- |
|
|
|
- |
|
Total deferred expense |
|
|
- |
|
|
|
- |
|
Total (benefit from) income taxes |
|
$ |
(3 |
) |
|
$ |
- |
|
15
Ergatta, Inc.
Notes to the Financial Statements
December 31, 2025 and 2024
(in thousands, except share and per share amounts)
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Realization of net deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. The following items comprise the Company’s net deferred tax assets and liabilities for the periods presented:
|
|
December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Deferred tax assets (liabilities) |
|
|
|
|
|
|
||
Accrued expenses |
|
$ |
87 |
|
|
$ |
157 |
|
Allowance for returns |
|
|
- |
|
|
|
4 |
|
Inventory reserve |
|
|
144 |
|
|
|
129 |
|
Deferred revenue |
|
|
38 |
|
|
|
29 |
|
Transaction costs |
|
|
15 |
|
|
|
- |
|
Prepaid expenses |
|
|
- |
|
|
|
(1 |
) |
Operating lease liabilities |
|
|
- |
|
|
|
17 |
|
Operating lease right-of-use assets |
|
|
- |
|
|
|
(17 |
) |
Stock-based compensation |
|
|
11 |
|
|
|
11 |
|
Capitalized research and development |
|
|
923 |
|
|
|
1,808 |
|
Research and development tax credits |
|
|
592 |
|
|
|
368 |
|
Fixed assets |
|
|
(187 |
) |
|
|
(542 |
) |
Charitable contributions |
|
|
55 |
|
|
|
29 |
|
Net operating losses |
|
|
7,778 |
|
|
|
7,878 |
|
Total deferred tax assets |
|
|
9,456 |
|
|
|
9,870 |
|
Valuation allowance |
|
|
(9,456 |
) |
|
|
(9,870 |
) |
Net deferred tax assets |
|
$ |
- |
|
|
$ |
- |
|
The Company continually evaluates the likelihood of the realization of deferred tax assets and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectation of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors. Based on this evaluation, a full valuation allowance has been recorded as of both December 31, 2025 and 2024, as management believes that it is more likely than not that the deferred tax assets will not be realized.
As of December 31, 2025 and 2024, the Company had approximately $26,866 and $26,782, respectively, in federal net operating loss carryforwards available to offset future taxable income that have an indefinite life. The Company had approximately $37,572 and $40,236, respectively, in state net operating loss carryforwards available to offset future taxable income that begin expiring in 2039. The utilization of the Company’s net operating losses may be subject to a U.S. federal limitation due to the “change in ownership provisions” under Section 382 of the Internal Revenue Code and other similar limitations in various state jurisdictions. Such limitations may result in a reduction of the amount of net operating loss carryforwards in future years and possibly the expiration of certain net operating loss carryforwards before their utilization.
The Company does not have any undistributed earnings.
16
Ergatta, Inc.
Notes to the Financial Statements
December 31, 2025 and 2024
(in thousands, except share and per share amounts)
6. Debt
On August 8, 2022, the Company entered into a Growth Capital Loan and Security Agreement with TriplePoint Capital LLC (the “TPC loan facility”), which provided for up to $10,000, of which $3,000 was available to be advanced in whole or in parts through September 30, 2023, and the remainder was subject to additional approval and the achievement of specific milestones. For each advance, the Company could select from multiple repayment options with interest rates ranging from the Prime Rate plus 6.00% to the Prime Rate plus 6.75%. The total loan term was 48 months, with options for interest-only periods between 12 to 24 months. An end of term payment ranging from 3.75% to 4.75% is also required. In connection with entering into the TPC loan facility, the Company issued 8,155 warrants to the lender to purchase Series A Preferred Stock at a price of $14.7148 per share with a term of 10 years. The warrants were determined to be equity classified.
On February 1, 2023, the Company drew down $3,000 from the TPC loan facility. The advance option selected provided for interest-only payments for 24 months through February 1, 2025, followed by principal and interest payments for an additional 24 months until maturity on February 1, 2027. Interest is calculated at the Prime Rate plus 6.75%, and an end of term payment of 4.75%, or $143, will be due on February 1, 2027. The Company did not meet the specific milestones to access the rest of the loan facility.
On October 12, 2022, the Company entered into a Loan and Security Agreement with Silicon Valley Bank (the “SVB loan facility”), which provided for up to $3,000, of which $2,000 was available to be advanced in whole or in parts through September 30, 2023, so long as the Company has already received proceeds of at least $3,000 from the TPC loan facility, and the remainder was subject to the achievement of additional milestones. Advances under the SVB loan facility were interest-only until October 1, 2023, and mature on April 1, 2026. Advances bear interest at the rate of Prime plus 1.50%. In connection with entering into the SVB loan facility, the Company issued 16,999 warrants to the lender to purchase common stock at a price of $1.60 per share with a term of 10 years. The warrants were determined to be equity classified.
On March 15, 2023, the Company drew down $2,000 from the SVB loan facility. The Company did not meet the specific milestones to access the rest of the loan facility.
Both loan facilities contain customary covenants that restrict the Company’s ability to, among other things, incur additional indebtedness, sell certain assets, guarantee obligations of third parties, declare dividends or make certain distributions, and undergo a merger or consolidation or certain other transactions. Both loan facilities also contain customary events of default. The TPC loan facility is subordinate to the SVB loan facility. As of December 31, 2025, the Company was in compliance with all of the covenants under both loan facilities.
The Company recognized $503 and $735 of interest expense for the years ended December 31, 2025 and 2024, respectively.
As of December 31, 2025, the total remaining principal and end of term repayments on the loan facilities are as follows:
2026 |
|
$ |
1,806 |
|
2027 |
|
|
143 |
|
Total loan payments |
|
|
1,949 |
|
Less: unamortized debt issuance costs |
|
|
(34 |
) |
Net carrying amount |
|
$ |
1,915 |
|
17
Ergatta, Inc.
Notes to the Financial Statements
December 31, 2025 and 2024
(in thousands, except share and per share amounts)
7. Stockholders’ Equity
On August 8, 2022, the Company amended and restated its Certificate of Incorporation dated as of March 29, 2021, and as may be amended from time to time with respect to the offering and/or rights and preferences of common stock and preferred stock.
Preferred Stock Dividends
The holders of each series of Preferred Stock are entitled to receive dividends either prior to or simultaneously with dividends declared on another class or series of capital stock in an amount at least equal to the amount that would be received on an as converted basis to Common Stock. Preferred stock dividends are not cumulative.
Liquidation, Dissolution or Winding Up
In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company or Deemed Liquidation Event, the holders of shares of each series of Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stakeholders on a pari passu basis between each such series of Preferred Stock but before any payment shall be made to the holders of Common Stock by reason of their ownership thereof an amount per share equal to the greater of (i) the original issue price for such series of Preferred Stock plus any dividends declared but unpaid thereon and (ii) such amount per share as would have been payable had all shares of such series of Preferred Stock been converted into Common Stock pursuant to Section 4 of the Amended and Restated Certificate of Incorporation immediately prior to such liquidation, dissolution, winding up of the Company or Deemed Liquidation Event. As of December 31, 2025 and 2024, the liquidation preference for preferred stock was $34,491.
After the payment of all preferential amounts required to be paid to the holders of shares of Preferred Stock, the remaining assets of the Company available for distribution to its stockholders shall be distributed among the holders of shares of Common Stock, pro rata based on the number of shares of Common Stock held by each such holder.
Voting
Each holder of outstanding shares of preferred stock shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of preferred stock held by such holder are convertible as of the record date. Fractional voting rights available on an as-converted basis shall be rounded to the nearest whole number.
18
Ergatta, Inc.
Notes to the Financial Statements
December 31, 2025 and 2024
(in thousands, except share and per share amounts)
Protective Provisions
At any time when any shares of preferred stock are outstanding, the corporation shall not, either directly or indirectly, do any of several actions without the written consent or affirmative vote of the requisite holders. The protective provisions include restrictions involving liquidation, issuance of additional debt or equity securities, payment of dividends or redemption of equity other than expressly permitted in the agreement, changes to certain corporate formation or equity and governance provisions, holding or transacting in cryptocurrency or other blockchain-based assets and entering into transactions with less than wholly owned subsidiaries.
Optional Conversion
Each share of Preferred Stock shall be convertible, upon written notice by the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the applicable original issue price for such series of Preferred Stock by the applicable conversion price for such series of Preferred Stock as set forth in the Amended and Restated Certificate of Incorporation, which states that the conversion ratio is 1:1 Preferred Stock to Common Stock.
Mechanics of Conversion
All shares of Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange thereof, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided and to receive payment of any dividends declared but unpaid thereon.
Mandatory Conversion
Upon either the closing of the sale of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended and resulting in at least $30,000 of gross proceeds, net of the underwriting discount and commissions, to the Company (a “Qualified IPO”) or the date and time, or the occurrence of an event, specified by an affirmative vote or written consent of the Requisite Holders, then all outstanding shares of Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective conversion rate applicable to such series of Preferred Stock and such shares may not be reissued by the Company.
8. Stock-based compensation
2019 Stock Incentive Plan
In 2019, the Company implemented the 2019 Stock Incentive Plan (the “2019 Plan”) which authorized the issuance of options for the exercise of incentive units. Subject to adjustment, awards may be made under the 2019 Plan for up to 600,000 shares of common stock. Under the Plan, options may be granted to employees in the form of non-statutory stock options or incentive stock options. Following the adoption of the 2020 Plan, no additional awards and no shares of the Company’s common stock remain available for future issuance under the 2019 Plan. However, the 2019 Plan will continue to govern the terms and conditions of the outstanding awards previously granted thereunder.
19
Ergatta, Inc.
Notes to the Financial Statements
December 31, 2025 and 2024
(in thousands, except share and per share amounts)
2020 Equity Incentive Plan
In March 2021, the Company’s board of directors adopted, and the stockholders approved, the Amended and Restated 2020 Equity Incentive Plan (the “2020 Plan”), which authorized the issuance of stock awards, including incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, and restricted stock units. Subject to adjustment, awards may be made under the 2020 Plan for up to 1,498,908 shares of common stock.
The following table presents, on a weighted-average basis, the assumptions used in the Black Scholes option-pricing model to determine the grant-date fair value:
|
|
Year Ended December 31, |
||
|
|
2025 |
|
2024 |
Expected term in years |
|
6.3 |
|
6.3 |
Expected volatility |
|
71.7% |
|
69.2% |
Risk-free interest rate |
|
4.2% |
|
4.3% |
Expected dividend yield |
|
- |
|
- |
The following table summarizes the Company’s stock option activity since December 31, 2024:
|
|
|
|
|
|
|
|
Weighted |
|
|||
|
|
|
|
|
Weighted |
|
|
Average |
|
|||
|
|
|
|
|
Average |
|
|
Remaining |
|
|||
|
|
Number of |
|
|
Exercise |
|
|
Contractual |
|
|||
|
|
Options |
|
|
Price |
|
|
Term (Years) |
|
|||
Outstanding as of December 31, 2024 |
|
|
762,095 |
|
|
$ |
0.67 |
|
|
|
7.5 |
|
Granted |
|
|
107,963 |
|
|
|
0.70 |
|
|
|
|
|
Exercised |
|
|
49,400 |
|
|
|
0.25 |
|
|
|
|
|
Cancelled |
|
|
92,248 |
|
|
|
0.57 |
|
|
|
|
|
Outstanding as of December 31, 2025 |
|
|
728,410 |
|
|
$ |
0.72 |
|
|
|
7.2 |
|
Options exercisable as of December 31, 2025 |
|
|
452,750 |
|
|
$ |
0.74 |
|
|
|
6.3 |
|
The Company recorded compensation expense amounting to $91 and $118 related to the vesting of incentive stock options during the years ended December 31, 2025 and 2024, respectively. The following table summarizes the classification of this stock-based compensation in the statements of operations:
|
|
Year Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cost of revenue |
|
$ |
8 |
|
|
$ |
10 |
|
Selling and marketing |
|
|
7 |
|
|
|
17 |
|
General and administrative |
|
|
13 |
|
|
|
19 |
|
Research and development |
|
|
63 |
|
|
|
72 |
|
Total stock-based compensation |
|
$ |
91 |
|
|
$ |
118 |
|
As of December 31, 2025, the total unamortized compensation expense was $138, which is expected to be recognized over a weighted average period of 2.9 years.
20
Ergatta, Inc.
Notes to the Financial Statements
December 31, 2025 and 2024
(in thousands, except share and per share amounts)
9. Retirement Plans
The Company sponsors an employee 401(k) plan covering substantially all its employees upon meeting age requirements. Employees may contribute up to 100% of their salary, subject to Internal Revenue Service limitations. Although, from time to time, the Company may make a discretionary matching or profit-sharing contribution to the plan, no such contributions were made during the years ended December 31, 2025 and 2024.
10. Commitments and Contingencies
Vendor Commitments
Ergatta has an alliance agreement with a vendor, WaterRower, to manufacture rowing machine equipment. This alliance agreement, as amended, carries an exclusivity period that continues through the later of June 30, 2027 or two years after the date that the inventory of prepaid touchscreens has been fully depleted. The Company estimates that the exclusivity period will continue through approximately December 31, 2029. Ergatta committed to purchasing 6,000 rowing machines during 2023 and made a prepayment of $900 for 2,000 touchscreens. During the year ended December 31, 2023, Ergatta did not meet the minimum rower purchase commitment under the alliance agreement. As a result, the alliance agreement was amended in January 2024. This amendment waived any payments for the 2023 shortfall in exchange for Ergatta making a prepayment of $2,700 for an additional 6,000 touchscreens. This payment was made in January 2024. Rowers and Upgrades shipped after the date of this amendment include a prepaid touchscreen until such prepaid inventory is exhausted. During 2024, the Company recorded an impairment for the prepaid touchscreens based on their estimated net realizable value, resulting in an impairment expense of $899. The remaining balance for prepaid touchscreens was $828 and $1,527 as of the years ended December 31, 2025 and 2024, respectively, which is included in prepaid expenses and other current assets on the balance sheets. No annual purchase commitments were made for 2024 or any future years.
Sales and Use Tax
The Company performed a sales tax nexus analysis and determined that there is unpaid sales tax to various states. The Company recognized liabilities for unpaid state and international sales and use taxes deemed probable and estimable, which is included in accrued expenses and other current liabilities in the balance sheets. As the statute of limitations elapses for various unpaid sales and use taxes, the Company reverses the uncollected portion of sales and use tax from general and administrative expenses in the statements of operations. The remaining liabilities for unpaid sales and use taxes totaled $196 and $642 as of December 31, 2025 and 2024, respectively.
In June 2025, the Company concluded a sales and use tax audit with New York State, which resulted in payment of $47 for unpaid sales and use taxes, including accrued interest.
Litigation
In the normal course of business, the Company is subject to proceedings, lawsuits, and other claims and assessments. The Company has assessed its exposure for contingent liabilities and believes that any potential liability is not expected to have a material effect on its financial position, results of operations, or cash flows.
21
Ergatta, Inc.
Notes to the Financial Statements
December 31, 2025 and 2024
(in thousands, except share and per share amounts)
11. Subsequent Events
On February 18, 2026, the Company entered into an Agreement and Plan of Merger to be acquired by Interactive Strength Inc. for total consideration of up to $16,500. The consideration payable to stockholders in exchange for their shares consists of (i) $1,750 of cash consideration to be paid at the closing; (ii) $1,750 in deferred cash consideration evidenced by a Seller Loan and Security Agreement with a maturity date of April 30, 2027; (iii) up to $3,500 of contingent cash consideration to be paid on April 30, 2027; and (iv) $9,500 of Series D-1 Preferred Stock of Interactive Strength Inc. Additionally, Interactive Strength Inc. will issue equity incentives to certain members of the Company’s senior management, consisting of (i) $2,000 of Series D-2 Preferred Stock of Interactive Strength Inc and (ii) $1,000 of Series D-3 Preferred Stock of Interactive Strength Inc. The transaction closed on March 11, 2026. The Company is currently evaluating the effect of this transaction on its financial statements and related disclosures.
On March 3, 2026, the Company fully repaid the SVB loan facility in accordance with the stipulated payment schedule for the loan facility.
In connection with the closing of the Merger described above, the Company made an early full repayment of the TPC loan facility on March 11, 2026, resulting in a payment of $1,659.
In connection with the closing of the Merger described above, all outstanding options and warrants were canceled as of March 11, 2026.
The Company has evaluated subsequent events through March 30, 2026, the date on which these financial statements were available to be issued, and determined that there have been no events other than those described herein that have occurred that would require adjustments to the disclosures in the financial statements.
22