Interactive Strength, Inc S-3, filed Jul 15, 2025
Interactive Strength, Inc. (TRNR)
As filed with the Securities Exchange Commission on July 15, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
INTERACTIVE STRENGTH INC.
(Exact name of registrant as specified in its charter)
Delaware |
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82-1432916 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
1005 Congress Avenue, Suite 925
Austin, TX 78701
(512) 885-0035
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Trent A. Ward
Chief Executive Officer
Interactive Strength Inc.
1005 Congress Avenue, Suite 925
Austin, TX 78701
(512) 885-0035
(Address, including zip code, and telephone number, including area code, of agent for service)
With Copies to:
Joseph M. Lucosky, Esq. Steven A. Lipstein, Esq. Lucosky Brookman LLP 101 Wood Avenue South, 5th Floor Woodbridge, New Jersey 08830 (732) 395-4400 |
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. :
Large-Accelerated Filer |
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Accelerated Filer |
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Non-Accelerated Filer |
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Smaller Reporting Company |
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Emerging Growth Company |
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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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, dated July 15, 2025.
PROSPECTUS
INTERACTIVE STRENGTH INC.
7,343,179 Shares of Common Stock offered by the Selling Stockholders
This prospectus relates to the offering and resale by the two selling stockholders named in the “Selling Stockholders” section of this prospectus (collectively, the “Selling Stockholders”) of 7,343,179 shares of common stock, $0.0001 par value (“Common Stock”) of Interactive Strength Inc. (the “Company”) consisting of 7,343,179 shares of Common Stock (the “Shares”) issuable pursuant to senior secured convertible exchangeable notes (the “Notes”) issued by the Company and its wholly-owned subsidiary, Interactive Strength Treasury LLC (the “Treasury Subsidiary”) on June 13, 2025 in the aggregate principal amount of $55,555,5555 (based on 1.25 times the quotient of the conversion amount of $55,555,555 ($33,333,333 as to the Note held by one Selling Stockholder and $22,222,222 as to the Note held by one Selling Stockholder) and the conversion price of $9.457).
The Selling Stockholders may from time to time sell, transfer or otherwise dispose of any or all of the Shares in a number of different ways, at varying prices, and through public or private transactions. See “Plan of Distribution” beginning on page 14 of this prospectus for more information.
We are not selling any shares of Common Stock in this offering, and we will not receive any proceeds from the sale of the Shares by the Selling Stockholders.
Unless otherwise indicated, all share numbers and per share totals have been adjusted to reflect the two reverse stock splits effected in 2024 and the 1 for 10 reverse stock split effected on June 27, 2025.
Our Common Stock is currently listed on the Nasdaq Capital Market under the symbol “TRNR.” On July 14, 2025, the closing price as reported on the Nasdaq Capital Market was $6.91 per share.
This prospectus provides a general description of the securities being offered. You should read this prospectus and the registration statement of which it forms a part before you invest in any securities.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 11 of this prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus, for a discussion of information that should be considered in connection with an investment in our securities.
You should rely only on the information contained in this prospectus, contained in the other documents that are incorporated by reference into this prospectus, or contained any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2025.
TABLE OF CONTENTS
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WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE |
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the “SEC”). Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement, if any, together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.”
The Selling Stockholders are offering the Shares only in jurisdictions where such offer is permitted. The distribution of this prospectus and the sale of the Shares in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the distribution of this prospectus and the sale of the Shares outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, the Shares by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement, you should rely on the prospectus supplement. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.”
We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any applicable prospectus supplement to this prospectus is accurate as of the date on its respective cover, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates.
When we refer to “Interactive Strength,” “we,” “our,” “us” and the “Company” in this prospectus, we mean Interactive Strength Inc. and its wholly owned operating subsidiaries, Interactive Strength Limited (UK), Interactive Strength, Inc. (Taiwan), Interactive Strength Treasury LLC, and Wattbike (Holdings) Limited unless otherwise specified. When we refer to “you,” we mean the holders of the applicable series of securities.
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SPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risks and uncertainties, principally in the section entitled “The Company.” All statements other than statements of historical fact contained in this prospectus, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in this prospectus, which may cause our or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from what is expressed in or suggested by the forward-looking statements.
Forward-looking statements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
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WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
Available Information
The SEC maintains a web site that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov.
Our website address is https://interactivestrength.com. The information on our website, however, is not, and should not be deemed to be, a part of this prospectus.
This prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms of the documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement through the SEC’s website, as provided above.
Incorporation by Reference
The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or replaces that statement.
We incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus, between the date of this prospectus and the termination of the offering of the securities described in this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filed” with the SEC, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K.
This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC:
All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement, but excluding
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any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents.
You may request a free copy of any of the documents incorporated by reference in this prospectus (other than exhibits, unless they are specifically incorporated by reference in the documents) by writing or telephoning us at the following address:
Interactive Strength Inc.
1005 Congress Avenue, Suite 925
Austin, TX 78701
Telephone: (512) 885-0035
Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus and any accompanying prospectus supplement.
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THE COMPANY
Business Overview
Interactive Strength Inc. is the parent company of two leading brands serving the commercial and at-home markets with specialty fitness equipment and virtual training: CLMBR and FORME. CLMBR manufactures vertical climbing equipment and provides a unique digital and on-demand training platform. FORME is a hardware manufacturer and digital fitness service provider that combines award-winning smart gyms with live 1:1 personal training (from real humans) to deliver an immersive experience. The combination of technology with expert training leads to better outcomes for both consumers and trainers alike. CLMBR and FORME offer unique fitness solutions for both the commercial and at-home markets.
Our revenue is primarily generated from the sale of our connected fitness hardware products and associated recurring membership revenue. As we launched our first connected fitness hardware product in July 2021, we began generating revenue from sales of our products starting in the second half of 2021.
During the years ended December 31, 2024 and 2023, we generated total revenue of $5.4 million and $1.0 million, respectively, and incurred net losses of $(34.9) million and $(51.4) million, respectively. As we generated recurring net losses and negative operating cash flow during the research and development stage of the FORME Studio and FORME Studio Lift products, we have funded our operations primarily with gross proceeds from the sales of convertible preferred stock, the issuance of convertible notes, the issuance of promissory notes, and the issuance of Common Stock.
Business Model and Growth Strategy
Acquire complementary businesses that generate attractive synergies
We acquired CLMBR, Inc. (“CLMBR”) in February 2024 and Wattbike (Holdings) Limited (“Wattbike”), a UK-based indoor-performance bike business, on July 1, 2025 and we believe that there are other compelling businesses to be acquired. We expect that we will be able to acquire revenue-generating businesses, which would generate higher earnings and cashflow through synergies with our existing business. Our team has significant experience in M&A and we are one of the few companies in our industry with a public currency, which we believe makes us an attractive acquiror.
Leverage well established equipment distributors to scale in commercial channels
We have high value partnerships with distributors, including Woodway, to sell CLMBR and FORME products into a variety of commercial environments. These relationships allow us to leverage the sales knowledge, relationships and specialization of third parties to accelerate our sales initiatives. Importantly, this construct allows us to make the vast majority of our sales related expenses variable, as we typically pay commissions only when units are sold.
Expand into new geographies
We intend to expand the international reach of our product and service offerings. We are currently working with Sportstech Brands Holding GmbH, a direct-to-consumer fitness brand in Germany and across Europe, towards a possible acquisition or a partnership. We plan to continue to pursue disciplined international expansion by targeting countries with high fitness penetration and spend, as well as the presence of boutique fitness, and where we believe both CLMBR, FORME and Wattbike’s value propositions will resonate.
Increase uptake of add-on services through compelling member experience
We intend to increase uptake of our add-on memberships and services by providing a compelling member experience focused on introducing our members to the variety of services available on our platform and specifically, the value-added benefits of our coaching and personal training offering. We believe our ability to provide service offerings at a number of price points will serve as a valuable lever for growth by increasing overall service revenues over time.
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Reduce the cost of personal training and expand addressable market without sacrificing quality
We intend to continue to explore ways to leverage our products, technology, and proprietary trainer education platform to bring the cost of coaching down incrementally, while maintaining an unwavering focus on the quality of the coaching experience we deliver to our members. This strategy is key to our medium- to long-term objectives, as we believe we can expand the addressable market for coaching services by reducing the per session cost and increasing accessibility of expert coaching services through our hardware and mobile experiences.
Build out partnership ecosystem
We intend to continue to build our strategic partner ecosystem with a focus on relationships that enable us to extend our platform to new audiences. We are pursuing opportunities in a number of attractive verticals, including sports, physical therapy and rehabilitation, and telemedicine. We are continuously identifying and evaluating opportunities to apply our coaching know-how in new and innovative ways to expand our reach and impact.
Expand corporate wellness
We intend to expand our recently launched corporate wellness initiative. Historically, corporate wellness programs were generally one-size-fits-all solutions for employees, such as corporate gyms. The rise of the hybrid workforce has made robust corporate wellness both an imperative and a challenge for many companies. We believe our comprehensive product portfolio makes us a better fit for modern corporate wellness programs than many existing alternatives. Our solution enables corporations to provide all of their employees with a coaching platform regardless of whether they work from home, in the office, or both. Our multi-pronged service offering also provides a new level of customization that can be adapted to employees at virtually all levels of tenure.
Digital Asset Treasury Strategy
On June 10, 2025, the Company and the Treasury Subsidiary sold and, on the June 13th closing date, issued, for $50 million, the Notes which are both (a) convertible into shares of Common Stock and (b) exchangeable into the utility tokens and key medium of exchange on the Fetch.ai network (“FET”). The registration statement of which this prospectus forms a part is being filed to register the Shares pursuant to the registration rights agreement entered into by the parties in connection with the sale of the Notes.
As of June 30, 2025, the Company had used approximately $20 million of the proceeds from the sale of the Notes to purchase FET for the benefit of the Treasury Subsidiary.
The Company plans to use $27.25 million over the coming weeks to purchase further FET for the benefit of the Treasury Subsidiary.
In addition, each investor in the Notes transaction has the right to require the Company and the Treasury Subsidiary to issue additional senior secured convertible exchangeable notes, up to an aggregate principal amount of an additional $444,444,445.
Asset appreciation of the FET could be a future source of Company revenue.
Factors Affecting Our Performance
Our financial condition and results of operations have been, and will continue to be, affected by a number of factors, including the following:
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We have experienced, and expect to continue to experience, some disruptions to parts of our supply chain, including procuring necessary components or parts in a timely fashion, with suppliers increasing lead times or placing products on allocation and raising prices. In addition, disruptions to commercial transportation infrastructure have increased delivery times for materials and components or parts of our fitness equipment, and has impacted, and could in the future impact, our ability to timely deliver our products to customers. These supply chain disruptions have not materially affected our business outlook and goals or our operating results, including our sales, revenue, or liquidity or capital resources, and we have not implemented any mitigation efforts to date as a result. However, we cannot predict the impact to us of any future or prolonged supply chain disruptions or any mitigation efforts we may take going forward. For example, as a result of these supply chain disruptions, we may be required to increase customer order lead times and place some products on allocation. In addition, we may consider additional or alternative third-party manufacturing and logistics providers or suppliers. Such mitigation efforts may result in cost increases and any attempts to offset such increases with price increases may result in reduced sales, increased customer dissatisfaction, or otherwise harm our reputation. Further, if we were to elect to transition or add manufacturing or logistics providers or suppliers, it may result in temporary or additional delays in product delivery or risks related to consistent product quality or reliability. This in turn may limit our ability to fulfill customer orders and we may be unable to satisfy all of the demand for our products. We may in the future also purchase components further in advance, which in return can result in less capital being allocated to other activities such as marketing and other business needs. We cannot quantify the impact of such disruptions at this time or predict the impact of any mitigation efforts we may take in response to supply chain disruptions on our business, financial condition, and results of operations.
In addition, customer demand for our products may be impacted by weak economic conditions, inflation, weak growth, recession, equity market volatility, or other negative economic factors in the United States or other nations. The United States has recently experienced historically high levels of inflation. If the inflation rate continues to increase, it will likely affect our expenses, including, but not limited to, employee compensation expenses, increased manufacturing and supplier costs, and increasing market prices of certain components, parts, supplies, and commodity raw materials, which are incorporated into our products or used by our suppliers to manufacture our products. These components, parts, supplies, and commodities may from time to time become restricted, or general market factors and conditions may affect pricing of such components, parts, supplies and commodities, such as inflation or supply chain constraints. Given our limited operating history, we cannot predict how ongoing or increasing recessionary or inflationary pressures may impact our business, financial condition, and results of operations in the future.
Corporate Information
We were incorporated in Delaware on May 8, 2017. Our principal executive offices are located at 1005 Congress Avenue, Suite 925, Austin, Texas 78701 and our phone number is (512) 885-0035. Our principal website is interactivestrength.com. The information contained on, or that can be accessed through, our website is not a part of
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this prospectus or the registration statement of which it forms a part. The inclusion of our website address in this prospectus is an inactive textual reference only. Investors should not rely on any such information in deciding whether to purchase the securities offered hereby.
Recent Developments
Reverse Stock Split
On June 26, 2025, the Company, filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock, $0.0001 par value per share, at a rate of 1-for-10 (the “Reverse Stock Split”), effective on June 26, 2025.
The Reverse Stock Split decreased the number of shares of Common Stock issued and outstanding from 14,091,197 shares to 1,409,047 shares. Accordingly, each holder of Common Stock now owns fewer shares of Common Stock as a result of the Reverse Stock Split. However, the Reverse Stock Split affected all holders of Common Stock uniformly and did not affect any stockholder’s percentage ownership interest in the Company. Therefore, voting rights and other rights and preferences of the holders of Common Stock were not affected by the Reverse Stock Split. Common stock issued pursuant to the Reverse Stock Split remains fully paid and nonassessable, without any change in the par value per share. Pursuant to the Charter Amendment, no fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares received cash for each fraction of a share they hold.
The Common Stock began trading on a Reverse Stock Split-adjusted basis on The Nasdaq Capital Market on June 27, 2025. The trading symbol for Common Stock remains “TRNR.” The new CUSIP number for Common Stock following the Reverse Stock Split is 45840Y401.
Our periodic and current reports that are incorporated by reference, and all other documents that were filed prior to June 27, 2025, do not give effect to the Reverse Stock Split. The following selected “previously reported” information has been derived from our audited financial statements included in our Annual Report on Form 10-K and Form 10-K/A for the year ended December 31, 2024, filed with the SEC on March 31, 2025 and April 30, 2025, and our unaudited financial statements included in our Quarterly Report on Form 10-Q for the period ended March 31, 2025, filed with the SEC on May 19, 2025. The “post Reverse Split” information below recasts the “previously reported” share and per share information to reflect the June 26, 2025 1 for 10 Reverse Stock Split, discussed elsewhere in the registration statement.
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Twelve Months Ended December 31, |
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Three Months Ended March 31, |
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2024 |
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2023 |
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2025 |
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2024 |
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Weighted average common stock outstanding—basic and diluted - previously reported |
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213,945 |
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3,092 |
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3,804,106 |
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4,249 |
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Weighted average common stock outstanding—basic and diluted - post Reverse Split |
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21,395 |
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309 |
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380,411 |
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425 |
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Net loss per share - basic and diluted - previously reported |
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$ |
(163.28 |
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$ |
(16,614.85 |
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$ |
(1.74 |
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$ |
(2,681.82 |
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Net loss per share - basic and diluted - post Reverse Split |
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$ |
(1,632.85 |
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$ |
(166,148.47 |
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$ |
(17.36 |
) |
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$ |
(26,818.17 |
) |
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As of December 31, |
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As of December 31, |
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As of March 31, |
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2024 |
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2023 |
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2025 |
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Common stock issued and outstanding- previously reported |
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1,402,102 |
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3,548 |
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7,953,570 |
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Common stock issued and outstanding - post Reverse Split |
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140,210 |
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355 |
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795,357 |
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THE OFFERING
This prospectus relates to the offer and sale from time to time of 7,343,179 shares of Common Stock by the Selling Stockholders consisting of shares of Common Stock issuable pursuant to the Notes issued by the Company and the Treasury Subsidiary on June 13, 2025 in the aggregate principal amount of $55,555,5555 (based on 1.25 times the quotient of the conversion amount of $55,555,555 ($33,333,333 as to the Note held by one Selling Stockholder and $22,222,222 as to the Note held by one Selling Stockholder) and the conversion price of $9.457).
Common Stock offered by the Selling Stockholders: |
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7,343,179 shares of Common Stock.
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Common Stock outstanding prior to this offering (1) |
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1,409,014 shares of Common Stock.
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Common stock to be outstanding after the offering (1)
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8,752,193 shares of Common Stock. |
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Use of proceeds |
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We will not receive any proceeds from the sale of the Shares by the Selling Stockholders. All of the net proceeds from the sale of the Shares will go to the Selling Stockholders as described below in the sections entitled “Selling Stockholders” and “Plan of Distribution”. We have agreed to bear the expenses relating to the registration of the Shares for the Selling Stockholders. |
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Risk factors |
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Investing in our securities is highly speculative and involves a high degree of risk. You should carefully consider the information set forth in the “Risk Factors” section beginning on page 11 before deciding to invest in our securities. |
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Trading symbol |
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Our Common Stock is currently listed on the Nasdaq Capital Market under the trading symbol “TRNR”. |
(1)The number of shares of Common Stock outstanding prior to and to be outstanding immediately after this offering, as set forth in the table above, is based on 1,409,014 shares outstanding as of July 8, 2025 and excludes:
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RISK FACTORS
Investment in any securities offered pursuant to this prospectus and any applicable prospectus supplement involves risks. You should carefully consider the risk factors incorporated by reference to our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus, and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in any applicable prospectus supplement before acquiring any of such securities. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the Shares by the Selling Stockholders. All of the net proceeds from the sale of the Shares will go to the Selling Stockholders as described below in the sections entitled “Selling Stockholders” and “Plan of Distribution”. We have agreed to bear the expenses relating to the registration of the Shares for the Selling Stockholders.
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THE SENIOR SECURED CONVERTIBLE EXCHANGEABLE NOTES OFFERING
On June 10, 2025, the Company and the Treasury Subsidiary entered into that certain securities purchase agreement (the “Purchase Agreement”) with the Selling Stockholders.
Pursuant to the Purchase Agreement, the Company and the Treasury Subsidiary agreed to sell, and the Selling Stockholders agreed to purchase, for $50 million (the “Initial Purchase Price”), the Notes, in the aggregate principal amount of $55,555,555, with such Notes being both (a) convertible into shares of Common Stock at a conversion price of $9.457 (subject to adjustments as provided in the Notes) and (b) exchangeable into FET.
In addition, pursuant to the Purchase Agreement, each Selling Stockholder, severally, has the right to require the Company and the Treasury Subsidiary to issue additional senior secured convertible exchangeable notes, up to an aggregate principal amount of an additional $444,444,445 (the “Additional Notes”).
The closing of the issuance of the Notes occurred on June 13, 2025.
The transaction pursuant to which the Company and the Treasury Subsidiary entered into the Purchase Agreement and issued the Notes and may issue the Additional Notes is referred to herein as the “FET Transaction.”
Pursuant to the Purchase Agreement, the Company will use ninety-four and one-half percent (94.5%) of the Initial Purchase Price, or approximately $47.25 million, to purchase FET for the benefit of the Treasury Subsidiary. The remaining five and one-half percent (5.5%) of the Initial Purchase Price will be used by the Company to pay transaction expenses and for working capital.
As of June 30, 2025, the Company had used approximately $20 million of the proceeds from the sale of the Notes to purchase FET for the benefit of the Treasury Subsidiary.
The Company plans to use $27.25 million over the coming weeks to purchase further FET for the benefit of the Treasury Subsidiary.
The Notes carry an original issue discount of ten percent (10%) (the “OID”) and accrue interest at a rate of twelve percent (12%) per annum, subject to adjustment from time to time as set forth in the Notes (the “Interest Rate”). The maturity date of the Notes (or Additional Notes, if any) is the eighteen (18) month anniversary of the issuance date (the “Maturity Date”).
Starting on the six-month anniversary of the issuance of each Note (or Additional Notes, if any), ninety percent (90%) of the outstanding and unpaid original principal is exchangeable into FET subject to a limitation of ninety-five percent (95%) of the FET the Company acquired and an exchange price of one hundred twenty percent (120%) of the weighted average purchase price of the FET acquired in connection with the proceeds of the closing in which the Note being exchanged was issued. No subsequently issued Additional Note is exchangeable until all previously issued Notes or Additional Notes are no longer outstanding.
In connection with the FET Transaction, the Company entered into a registration rights agreement with the Selling Stockholders (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed to file an initial registration statement (the “Registration Statement”) covering the resale of one hundred twenty five percent (125%) of the conversion shares issuable pursuant to the possibly issuable Additional Notes (a principal amount of $500 million) with the SEC within 30 calendar days after the closing of the Notes, and to use reasonable best efforts to cause the Registration Statement to be declared effective by the SEC as promptly as possible after the filing thereof, but in any event no later than 90 calendar days after the closing of the Notes (the “Effectiveness Date”); provided, however, that in the event the Company is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to further review, the Effectiveness Date will be the second trading day following the date on which the Company is so notified if such date precedes the dates otherwise required above. Under certain circumstances, if the Company fails to meet its obligations under the Registration Rights Agreement, it may require the Company to pay two percent (2%) of the Selling Stockholders’ original principal amount in cash. The registration statement of which this prospectus forms a part is being filed pursuant to the Registration Rights Agreement.
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In connection with the FET Transaction, the Treasury Subsidiary entered into a security and pledge agreement with a collateral agent for the Selling Stockholders (the “Security and Pledge Agreement”). The Company acknowledged the Treasury Subsidiary’s entrance into the Security and Pledge Agreement. Pursuant to the Security and Pledge Agreement, the obligations under the transaction documents of the FET Transaction is secured by a lien on all of the Treasury Subsidiary’s present and future tangible and intangible property and assets, which currently solely consists of FET held on behalf of Treasury Subsidiary by a custodian and which such custodian accounts are subject to custodian control agreements for the benefit of the Selling Stockholders.
In connection with the FET Transaction, the Company and the Treasury Subsidiary entered into a backstop agreement (the “Backstop Agreement”) with an entity affiliated with Fetch.AI Limited (“Fetch”) whereby Fetch has agreed to contribute FET (the “Contributed FET”) to custodian accounts subject to custodian control agreements for the benefit of the Selling Stockholders. The Contributed FET will be collaterally assigned to the collateral agent identified in the Security and Pledge Agreement and will have a value equal to the backstop amount calculated in accordance with the Backstop Agreement. As of the initial closing date, the backstop amount will be equal to $47.25 million and such amount will be reduced by, among other actions, the conversion of the Notes (and Additional Notes, if any) into shares of Common Stock and / or the exchange of the Notes (and Additional Notes, if any) into FET.
Fetch and the Company, in connection with the FET Transaction, entered into a technology services agreement pursuant to which the Company may use FET to purchase access to Fetch’s platform and services (and the AI agents hosted on Fetch’s platform for the Company’s use) and that the Company may resell to individuals authorized by the Company to access or use the platform under the Company’s account, including the Company’s employees, contractors, or end customers who interact with the AI agents.
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SELLING STOCKHOLDERS
We are registering the shares of our Common Stock issuable upon conversion of the Notes in order to permit the Selling Stockholders to offer the Shares for resale from time to time. For additional information regarding the issuance of the Notes, see “The Senior Secured Convertible Exchangeable Notes Offering” above.
The table below lists the Selling Stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (and the rules and regulations thereunder) of the Shares of our Common Stock by the Selling Stockholders.
The second column lists the number of shares of our Common Stock beneficially owned by each the Selling Stockholder based on their respective ownership of shares of our Common Stock as of July 10, 2025.
The third column lists the shares of our Common Stock being offered by this prospectus by each Selling Stockholder and does not take into account any limitations on conversion of the Notes set forth therein.
The fourth columns lists the number of shares of our Common Stock beneficially owned by each Selling Stockholder and their percentage ownership after the offering assuming the sale of all of the Shares offered by each Selling Stockholder pursuant to this prospectus.
Under the terms of the Notes, a Selling Stockholder may not convert the Notes to the extent such conversion would cause such Selling Stockholder, together with any other person with which the Selling Stockholder is considered to be part of a group under Section 13 of the Exchange Act or with which the Selling Stockholder otherwise files reports under Section 13 and/or 16 of the Exchange Act, to beneficially own a number of shares of Common Stock which exceeds 4.99% (the “Maximum Percentage”) of the equity interests of a class that is registered under the Exchange Act that is outstanding at such time.
The amounts and information set forth below are based upon information provided to us by the Selling Stockholders as of July 10, 2025, except as otherwise noted below. The Selling Stockholders may sell all or some of the shares of Common Stock they are offering, and may sell, unless indicated otherwise in the footnotes below, shares of our Common Stock otherwise than pursuant to this prospectus. The tables below assume the Selling Stockholders sell all of the shares offered by them in offerings pursuant to this prospectus, and do not acquire any additional shares. We are unable to determine the exact number of shares that will actually be sold or when or if these sales will occur.
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|
Number of Shares of Common Stock |
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Maximum Number of Shares of Common Stock Being Sold(6) |
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Number of Shares of Common Stock Owned |
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Name of Selling Stockholder |
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Number |
|
Percent |
|
|
|
Number |
|
Percent |
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DWF Ventures Ltd (2) |
|
|
74,002 |
|
|
|
4.99 |
% |
|
|
4,405,907 |
|
|
|
0 |
|
|
|
0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TR Opportunities III LLC (3) |
|
|
74,002 |
(4) |
|
|
4.99 |
% |
|
|
2,937,272 |
|
|
|
459,672 |
|
|
|
4.99 |
% |
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(1) |
Represents the amount of shares of Common Stock that will be held by the Selling Stockholders after completion of this offering based on the assumptions that (a) all common stock underlying the Notes registered for sale by the registration statement of which this prospectus is part of will be sold and (b) no other shares of Common Stock are acquired or sold by the Selling Stockholders prior to completion of this offering. However, the Selling Stockholders may sell all, some or none of such shares offered pursuant to this prospectus and may sell other shares of Common Stock that they may own pursuant to another registration statement under the Securities Act or sell some or all of their shares pursuant to an exemption from the registration provisions of the Securities Act, including under Rule 144. |
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|
(2) |
Andrei Grachev, the managing director and controlling shareholder of DWF Ventures Ltd, a Selling Shareholder, has sole voting and investment power over the securities held by the Selling Stockholder, and each disclaim any beneficial ownership of the Company’s securities reported herein. The address of DWF Ventures Ltd is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.. |
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(3) |
TR Opportunities III LLC (the “Selling Stockholder”), is wholly-owned by ATW Master Fund V LP, (the "Fund"). Antonio Ruiz-Gimenez and Kerry Propper are the managing members (the "Managing Members") of the Fund's investment manager, ATW Partners Opportunities Management LLC (the "Adviser"). The Fund, Adviser and the Managing Members may be deemed to have shared voting and dispositive power over the common stock and each disclaim beneficial ownership of the shares held by the Selling Stockholder. The address of the Selling Stockholder is 1 Pennsylvania Plaza, Suite 4810, New York, NY 10119. |
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(4) |
This column lists the number of shares of our common stock beneficially owned by each of TR Opportunities III LLC (the “Selling Stockholder”), TR Opportunities I LLC (“Affiliate I”) and TR Opportunities II LLC (“Affiliate II”) (collectively, the “Funds”) which entities are under common control, as of July 10, 2025 after giving effect to the Maximum Percentage (as defined above). Without regard to the Maximum Percentage, as of July 10, 2025, the Funds would beneficially own an aggregate number of 11,888,195 shares of our Common Stock, consisting of (A) 2,937,272 shares of our Common Stock underlying the Notes, all of which shares are being registered under this prospectus; (B) 8,761,845 shares of our Common Stock beneficially owned by Affiliate I, consisting of (i) 529,948 shares of our Common Stock underlying certain Senior Secured Convertible Notes acquired by Affiliate I on January 28, 2025, none of which shares are being registered under this prospectus; (ii) 48,977 shares of our Common Stock underlying certain Warrants to Purchase Common Stock acquired by Affiliate I on January 28, 2025, none of which shares are being registered under this prospectus; (iii) 62,103 shares of our Common Stock underlying certain Senior Secured Convertible Notes acquired by Affiliate I on March 11, 2025, none of which shares are being registered under this prospectus; (iv) 82,988 shares of our Common Stock underlying certain Warrants to Purchase Common Stock acquired by Affiliate I on March 11, 2025, none of which shares are being registered under this prospectus; (v) 33,400 shares of our Common Stock previously acquired by Affiliate I, none of which shares are being registered by this prospectus; (v) 2,484,133 shares of Common Stock underlying certain Senior Secured Convertible Notes, assuming the Incremental Warrant A acquired by Affiliate I on January 28, 2025 has been fully exercised, none of which shares are being registered under this prospectus; and (vi) 5,520,295 shares of Common Stock underlying certain Senior Secured Convertible Notes, assuming the Incremental Warrant B acquired by Affiliate I on January 28, 2025 has been fully exercised, none of which shares are being registered under this prospectus; and (C) 189,079 shares of our Common Stock beneficially owned by Affiliate II, consisting of shares of our Common Stock underlying that certain Senior Secured Convertible Promissory Note acquired by Affiliate II on February 1, 2024, none of which shares are being registered under this prospectus. |
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|
(5) |
Applicable percentage ownership is based on 1,409,014 shares of our Common Stock outstanding as of July 8, 2025, and based on 8,752,193 shares of our Common Stock outstanding after the offering. |
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|
(6) |
For the purposes of the calculations of Common Stock to be sold pursuant to the prospectus we are assuming (a) an event of default under the Notes has not occurred, (b) the Notes are each converted in full at an conversion price of $9.4570 without regard to any limitations set forth in the Notes, and (c) interest on the notes has not accrued as of the date of this prospectus. |
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PLAN OF DISTRIBUTION
We are registering the shares of our Common Stock issuable upon conversion of the Notes (the "Shares") to permit the resale of these shares of Common Stock by the Selling Stockholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the Selling Stockholders of the Shares. We will bear all fees and expenses incident to our obligation to register the Shares.
The Selling Stockholders may sell all or a portion of the Shares held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the Shares are sold through underwriters or broker-dealers, the Selling Stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The Shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods:
The Selling Stockholders may also sell Shares under Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. In addition, the Selling Stockholders may transfer the Shares by other means not described in this prospectus. If the Selling Stockholders effect such transactions by selling Shares to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the Selling Stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the Selling Stockholders may enter into hedging transactions with
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broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The Selling Stockholders may also sell Shares short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The Selling Stockholders may also loan or pledge Shares to broker-dealers that in turn may sell such Shares.
The Selling Stockholders may pledge or grant a security interest in some or all of the Notes or Shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Shares from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The Selling Stockholders also may transfer and donate the Shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
To the extent required by the Securities Act and the rules and regulations thereunder, the Selling Stockholders and any broker-dealer participating in the distribution of the Shares may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the Selling Stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.
Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.
There can be no assurance that any Selling Stockholder will sell any or all of the Shares registered pursuant to the registration statement of which this prospectus forms a part.
The Selling Stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the Shares by the Selling Stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.
We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $0.04 million in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, a Selling Stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the Selling Stockholders against liabilities, including some liabilities under the Securities Act in accordance with the registration rights agreements or the Selling Stockholders will be entitled to contribution. We may be indemnified by the Selling Stockholders against civil liabilities, including liabilities under the Securities Act that may arise from any written information furnished to us by the Selling Stockholders specifically for use in this prospectus, in accordance with the related registration rights agreements or we may be entitled to contribution.
Once sold under the registration statement, of which this prospectus forms a part, the Shares will be freely tradable in the hands of persons other than our affiliates.
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DESCRIPTION OF CAPITAL STOCK
The following is a summary of the rights of our common and preferred stock and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws, and of the Delaware General Corporation Law (“DGCL”). This summary is not complete. For more detailed information, please see our amended and restated certificate of incorporation and amended and restated bylaws, which are filed as exhibits to the registration statement of which this prospectus forms a part, as well as the relevant provisions of the DGCL. Unless otherwise indicated, all share numbers and per share totals have been adjusted to reflect the two reverse stock splits effected in 2024 and the 1 for 10 reverse stock split effected on June 27, 2025.
General
Our authorized capital stock consists of 900,000,000 shares of Common Stock and 200,000,000 shares of preferred stock, $0.0001 par value per share. All of our outstanding shares of Common Stock are fully paid and nonassessable.
In January 2024, the Company’s Board of Directors (the “Board”) authorized the proposed issuance of shares of non-voting Series A and Series B convertible preferred stock. The Series A Convertible Preferred Stock Certificate of Designation, as amended (the “Series A Certificate”), designated 10,000,000 shares of the Company’s preferred stock as Series A Convertible Preferred Stock (the “Series A Preferred Stock”). The Series B Convertible Preferred Stock Certificate of Designation (the “Series B Certificate”) designated 1,500,000 shares of the Company’s preferred stock as Series B Convertible Preferred Stock (the “Series B Preferred Stock”). In September 2024, the Board authorized the proposed issuance of shares of non-voting Series C convertible preferred stock. The Series A Convertible Preferred Stock Certificate of Designation (the “Series C Certificate”) designated 5,000,000 shares of the Company’s preferred stock as Series C Convertible Preferred Stock (the “Series C Preferred Stock”). The remaining unissued shares of our authorized preferred stock are undesignated. On April 18, 2024, the Series A Certificate was amended increasing designated shares from 5,000,000 to 7,000,000. On June 28, 2024 the Series A Certificate was amended increasing designated shares from 7,000,000 to 10,000,000. In June 2025, the Board authorized the proposed issuance of shares of non-voting Series LTI convertible preferred stock. The Series LTI Convertible Preferred Stock Certificate of Designation (the “Series LTI Certificate”) designated 5,000,000 shares of the Company’s preferred stock as Series LTI Convertible Preferred Stock (the “Series LTI Preferred Stock”).
As of July 8, 2025, there were 1,409,014 shares of Common Stock issued and outstanding held by approximately 20 holders of record.
As of July 8, 2025, there were 4,799,867 shares of Series A Preferred Stock outstanding held by 11 holders.
As of July 8, 2025, there were 408,775 shares of Series B Preferred Stock outstanding held by 37 holders.
As of July 8, 2025, there were 1,210,155 shares of Series C Preferred Stock outstanding held by 1 holder.
As of July 8, 2025, there were 1,250,000 shares of Series LTI Preferred Stock outstanding held by 7 holders.
Voting
Our Common Stock is entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, including the election of directors, and does not have cumulative voting rights. Accordingly, the holders of a majority of the shares of the Common Stock entitled to vote in any election of directors can elect all of the directors standing for election.
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Dividends
Subject to preferences that may be applicable to any then outstanding preferred stock, the holders of Common Stock are entitled to receive dividends, if any, as may be declared from time to time by the Board out of legally available funds.
Liquidation
In the event of our liquidation, dissolution, or winding up, holders of the Common Stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities, subject to the satisfaction of any liquidation preference granted to the holders of any outstanding shares of preferred stock.
Rights and Preferences
There are no preemptive, redemption or sinking fund provisions applicable to the Common Stock. The rights, preferences, and privileges of the holders of the Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future.
Preferred Stock
Our Board may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the Common Stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring, or preventing a change in our control that may otherwise benefit holders of the Common Stock and may adversely affect the market price of the Common Stock and the voting and other rights of the holders of Common Stock.
Series A Preferred Stock
The Series A Preferred Stock is subject to certain rights, preferences, privileges, and obligations, including voluntary and mandatory conversion provisions, as well as beneficial ownership restrictions and share issuance caps, as described below and as set forth in the Series A Certificate. The Series A Preferred Stock can be issued at any time and any subsequent mandatory or voluntary conversion into common stock shall be at a conversion price at least equal to or above the closing price per share of the Common Stock as reported on Nasdaq on the last trading day immediately preceding the date that the Series A Certificate was approved by our Board, subject to customary adjustments for stock splits and combinations.
As of July 8, 2025, the conversion price of the Series A Preferred Stock is $9.457.
The Series A Preferred Stock includes the following:
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Series B Preferred Stock
As of July 8, 2025, the conversion price of the Series B Preferred Stock is $32,827.00.
The Series B Preferred Stock includes the following:
Series C Preferred Stock
As of July 8, 2025, the conversion price of the Series C Preferred Stock is $32.50.
The Series C Preferred Stock includes the following:
Series LTI Preferred Stock
As of July 8, 2025, the conversion price of the Series LTI Preferred Stock is $10.60.
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The Series LTI Preferred Stock includes the following:
Potential Effects of Authorized but Unissued Stock
We have shares of common stock and preferred stock available for future issuance without stockholder approval. We may utilize these additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, to facilitate corporate acquisitions or payment as a dividend on the capital stock. The existence of unissued and unreserved common stock and preferred stock may enable our Board to issue shares to persons friendly to current management or to issue preferred stock with terms that could render more difficult or discourage a third-party attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity of our management. In addition, the Board has the discretion to determine designations, rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences of each series of preferred stock, all to the fullest extent permissible under the Delaware General Corporation Law and subject to any limitations set forth in our Certificate of Incorporation. The purpose of authorizing the Board to issue preferred stock and to determine the rights and preferences applicable to such preferred stock is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing desirable flexibility in connection with possible financings, acquisitions and other corporate purposes, could have the effect of making it more difficult for a third-party to acquire, or could discourage a third-party from acquiring, a majority of our outstanding voting stock.
Stock Options
As of July 8, 2025, there were 80 shares of common stock subject to outstanding options.
Warrants and Convertible Notes
As of July 8, 2025, there were 779,759 outstanding warrants.
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Convertible Notes
February 2024 Convertible Notes
On February 1, 2024, the Company entered into a Senior Secured Convertible Promissory Note (the "February 2024 Convertible Note") with Treadway Holdings LLC, a lender, in the aggregate principal amount of $6.0 million, which is convertible into shares of Common Stock. The note accrues interest at a rate of 2.0% per month.
In November 2024, the Company and Treadway Holdings LLC entered into an Amended and Restated Senior Secured Convertible Promissory Note (the “Amended and Restated Note”) that amended and restated the February 2024 Convertible Note in its entirety.
On January 14, 2025, Treadway Holdings LLC sold the Amended and Restated Note to Woodway USA, Inc. (the “Purchaser”). On March 3, 2025, the Purchaser sold the Amended and Restated Note to TR Opportunities II LLC.
As of July 8, 2025, the maturity date of the Amended and Restated Note is January 30, 2026, the principal balance is $1.9 million, and the conversion price is $11.00.
January 2025 Convertible Notes
On January 28, 2025, the Company sold a senior secured convertible note (the “January 2025 Convertible Notes”) in the aggregate principal amount of $3.3 million, which is convertible into shares of Common Stock. The January 2025 Convertible Notes carries an original issue discount of 10.0% and accrues interest at a rate of 12% per annum, subject to adjustment from time to time as set forth in the agreement with a maturity date of January 24, 2028.
As of July 8, 2025, the principal balance of the January 2025 Convertible Notes is $1.9 million and the conversion price is $5.42.
March 2025 Convertible Notes
On March 11, 2025, the Company sold a senior secured convertible note (the “March 2025 Convertible Notes”) in the aggregate principal amount of $4.0 million, which is convertible into shares of Common Stock. The March 2025 Convertible Notes carries an original issue discount of 10.0% and accrues interest at a rate of 12% per annum, subject to adjustment from time to time as set forth in the agreement with a maturity date of January 24, 2028.
As of July 8, 2025, the principal balance of the March 2025 Convertible Notes is $0.3 million and the conversion price is $5.42.
June 2025 Senior Secured Convertible Exchangeable Notes
See the description of the Notes in the Section called “The Senior Secured Convertible Exchangeable Notes Offering.”
As of July 8, 2025, the principal balance of the Initial Note is $55.6 million and the conversion price is $5.42.
Certain Provisions of Our Certificate of Incorporation, Our Bylaws, and Delaware Law
Delaware Anti-Takeover Law
We are subject to Section 203 of the DGCL (“Section 203”). Section 203 generally prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:
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Section 203 defines a business combination to include:
In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.
Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws
Because our stockholders do not have cumulative voting rights, our stockholders holding a majority of the voting power of our shares of common stock outstanding will be able to elect all of our directors. Our amended and restated certificate of incorporation and amended and restated bylaws provide that all stockholder actions must be effected at a duly called meeting of stockholders and not by written consent. A special meeting of stockholders may be called by the majority of our Board, Chairperson of our Board or our Chief Executive Officer.
In accordance with our amended and restated certificate of incorporation and our amended and restated bylaws, our Board is divided into three classes with staggered three-year terms.
In addition, our amended and restated certificate of incorporation and amended and restated bylaws provide that the number of directors constituting our Board will be permitted to be set only by a resolution adopted by a majority vote of the members of our Board then in office, and that our directors may be removed only for cause. Our amended and restated certificate of incorporation and amended and restated bylaws also provide that vacancies occurring on our Board and newly created directorships resulting from an increase in the authorized number of directors may be filled only by vote of a majority of the remaining members of our Board, even though less than a quorum. Our amended and restated certificate of incorporation and amended and restated bylaws provide that our Board is expressly authorized to adopt, amend, or repeal our bylaws, and require a 66 2/3% stockholder vote to amend our bylaws and certain provisions of our certificate of incorporation.
Our amended and restated bylaws provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders. Our amended and restated bylaws also specify certain requirements regarding the form and content of a stockholder notice. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
The foregoing provisions will make it more difficult for our existing stockholders to replace our Board as well as for another party to obtain control of us by replacing our Board. Since our Board has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for
23
our Board to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our control.
These provisions are intended to enhance the likelihood of continued stability in the composition of our Board and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of us. These provisions are also designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of deterring hostile takeovers or delaying changes in our control or management. As a consequence, these provisions also may inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts.
Choice of Forum
Our amended and restated certificate of incorporation and our amended and restated bylaws provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware (or, if that court lacks subject matter jurisdiction, another federal or state court situated in the State of Delaware) shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or other employees to us or our stockholders, (c) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws, or (d) any action asserting a claim against us governed by the internal affairs doctrine (collectively, the “Delaware Forum Provision”). In addition, our amended and restated certificate of incorporation and our amended and restated bylaws further provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts are the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act (the “Federal Forum Provision”).
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As a result, the enforceability of this provision is uncertain, and a court may determine that such provision will not apply to suits brought to enforce any duty or liability created by the Securities Act or any other claim for which the federal and state courts have concurrent jurisdiction. Further, compliance with the federal securities laws and the rules and regulations thereunder cannot be waived by investors in our Common Stock. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Accordingly, the Delaware Forum Provision does not designate the Court of Chancery as the exclusive forum for any derivative action arising under the Exchange Act, as there is exclusive federal jurisdiction in such instances.
Any person or entity purchasing or otherwise acquiring any interest in our capital stock shall be deemed to have notice of and consented to the Delaware Forum Provision and the Federal Forum Provision described above. We have provided disclosure in our filings with the SEC regarding the exclusive forum provisions in our amended and restated certificate of incorporation and our amended and restated bylaws (including that they will not apply to actions brought under the Exchange Act). The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. See “Risk Factors -Our amended and restated certificate of incorporation and amended and restated bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, and provides that federal district courts will be the sole and exclusive forum for Securities Act claims, which could limit our stockholders’ ability to obtain what they believe to be a favorable judicial forum for disputes with us or our directors, officers, or other employees.”
24
Listing
The Common Stock is listed on the Nasdaq Stock Market under the symbol “TRNR.”
Transfer Agent and Registrar
The transfer agent and registrar for our Common Stock is Equiniti Trust Company, LLC. The transfer agent and registrar’s address is 48 Wall Street, Floor 23, New York, NY 10005 and the telephone number is (800) 937-5449.
25
LEGAL MATTERS
Lucosky Brookman LLP, Woodbridge, NJ will, on behalf of Interactive Strength Inc., pass upon certain legal matters relating to the issuance and sale of the securities offered hereby.
EXPERTS
The financial statements of Interactive Strength Inc. incorporated by reference in this Prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are incorporated by reference in reliance upon the report of such firm, given their authority as experts in accounting and auditing.
26
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an estimate of the expenses (all of which are to be paid by us) that we may incur in connection with the securities being registered hereby.
SEC registration fee |
|
$ |
6,914 |
|
Legal fees and expenses |
|
|
35,000 |
|
Accounting fees and expenses |
|
|
* |
|
Total |
|
$ |
* |
|
Item 15. Indemnification of Directors and Officers
The Registrant is incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law (the “DGCL”), provides that a Delaware corporation may indemnify any persons who were, are, or are threatened to be made, parties to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee, or agent of such corporation, or is or was serving at the request of such corporation as an officer, director, employee, or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses (including attorneys’ fees) actually and reasonably incurred.
The Registrant’s amended and restated bylaws provide for the indemnification of its directors and officers to the fullest extent permitted under the DGCL.
Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability for any:
The Registrant’s amended and restated certificate of incorporation includes such a provision. Under the Registrant’s amended and restated bylaws, expenses incurred by any director or officers in defending any such action, suit, or proceeding in advance of its final disposition shall be paid by the Registrant upon delivery to it of an
27
undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Registrant, as long as such undertaking remains required by the DGCL.
Section 174 of the DGCL provides, among other things, that a director who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock repurchase or redemption may be held liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the books containing minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.
As permitted by the DGCL, the Registrant has entered into indemnification agreements with each of its directors and officers that require the Registrant, among other things, to indemnify its directors and officers against certain liabilities which may arise by reason of their status or service as directors or officers to the fullest extent not prohibited by law. These indemnification agreements may be sufficiently broad to permit indemnification of the Registrant’s officers and directors for liabilities, including reimbursement of expenses incurred, arising under the Securities Act. Under these agreements, the Registrant is not required to provide indemnification for certain matters. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder.
There is at present no pending litigation or proceeding involving any of the Registrant’s directors or executive officers as to which indemnification is required or permitted, and the Registrant is not aware of any threatened litigation or proceeding that may result in a claim for indemnification.
The Registrant has entered into an insurance policy that covers its officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act or otherwise.
28
Item 16. Exhibits
(a) Exhibits
A list of exhibits filed with this registration statement on Form S-3 is set forth on the Exhibit Index below.
Exhibit |
|
|
|
Reference |
|
Filed or Furnished |
||||
Number |
|
Exhibit Description |
|
Form |
|
Exhibit |
|
Filing Date |
|
Herewith |
|
|
|
|
|
|
|
|
|
|
|
4.1 |
|
|
8-K |
|
4.1 |
|
6/11/2025 |
|
|
|
5.1 |
|
|
|
|
|
|
|
|
X |
|
10.1 |
|
|
8-K |
|
10.1 |
|
6/11/2025 |
|
|
|
10.2 |
|
|
8-K |
|
10.2 |
|
6/11/2025 |
|
|
|
10.3 |
|
|
8-K |
|
10.3 |
|
6/11/2025 |
|
|
|
10.4 |
|
|
8-K |
|
10.4 |
|
6/11/2025 |
|
|
|
10.5 |
|
|
8-K |
|
10.5 |
|
6/11/2025 |
|
|
|
23.1 |
|
|
|
|
|
|
|
|
X |
|
23.2 |
|
|
|
|
|
|
|
|
X |
|
24.1 |
|
Power of Attorney (included in the signature page of this Registration Statement) |
|
|
|
|
|
|
|
X |
107 |
|
|
|
|
|
|
|
|
X |
|
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2)That for the purpose of determining any liability under the Securities Act of 1933 each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
29
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5)That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6)The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
(7)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 14 above, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(8)The undersigned Registrant hereby undertakes:
(1)That for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2)That for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
30
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas on July 15, 2025.
Interactive Strength Inc. |
|
|
|
By: |
/s/ Trent A. Ward |
Name: |
Trent A. Ward |
Title: |
Chief Executive Officer |
POWER OF ATTORNEY: KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Trent A. Ward and Michael J. Madigan, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any registration statement for the same offering covered by the Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Trent A. Ward |
|
Chief Executive Officer and Director |
|
July 15, 2025 |
Trent A. Ward |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Michael J. Madigan |
|
Chief Financial Officer |
|
July 15, 2025 |
Michael J. Madigan |
|
(Principal Financial and Accounting Officer) |
|
|
|
|
|
|
|
/s/ Kirsten Bartok Touw |
|
Director |
|
July 15, 2025 |
Kirsten Bartok Touw |
|
|
|
|
|
|
|
|
|
/s/ Aaron N. D. Weaver |
|
Director |
|
July 15, 2025 |
Aaron N. D. Weaver |
|
|
|
|
|
|
|
|
|
/s/ Deepak M. Mulchandani |
|
Director |
|
July 15, 2025 |
Deepak M. Mulchandani |
|
|
|
|
|
|
|
|
|
/s/ David Leis |
|
Director |
|
July 15, 2025 |
David Leis |
|
|
|
|
31
Exhibit 5.1
July 15, 2025
Interactive Strength Inc.
1005 Congress Avenue, Suite 925
Austin, TX 78701
RE: |
Registration Statement on Form S-3 |
|
7,343,179 Shares of Common Stock of |
|
Interactive Strength Inc., par value $0.0001 per share |
Ladies and Gentlemen:
We are acting as counsel for Interactive Strength Inc., a Delaware corporation (the “Company”), in connection with the registration for resale from time to time by certain selling shareholders (the “Selling Shareholders”) named in the Prospectus (as defined below) of up to 7,343,179 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) consisting of 7,343,179 shares of Common Stock (the “Shares”) issuable upon the conversion of the convertible notes issued to the Selling Shareholders by the Company (the “Notes”). The Shares are included in a registration statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), and the related prospectus included in the Registration Statement (the “Prospectus”), filed with the Securities and Exchange Commission (the “Commission”) on July 11, 2025.
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issuance of the Shares. It is understood that the opinions set forth below are to be used only in connection with the offer while the Registration Statement is in effect.
In rendering these opinions, we have examined the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, both as amended and currently in effect, the Registration Statement, and the exhibits thereto, and such other records, instruments and documents as we have deemed advisable in order to render these opinions. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photo static copies and the authenticity of the originals of such latter documents. In providing these opinions, we have further relied as to certain matters on information obtained from officers of the Company. We are opining herein as to the federal laws of the United States and the Delaware General Corporation Law, and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the issuance of the Shares has been duly authorized by all necessary corporate action of the Company, and when the Shares have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the Selling Shareholders and have been issued by the Company upon conversion of the Notes in accordance with the terms thereof, the Shares will be validly issued, fully paid and non-assessable.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not
Exhibit 5.1
thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
|
Very Truly Yours, |
|
|
|
/s/ Lucosky Brookman LLP |
|
Lucosky Brookman LLP |
|
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 31, 2025 relating to the financial statements of Interactive Strength Inc. appearing in the Annual Report on Form 10-K of Interactive Strength Inc. for the year ended December 31, 2024. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ Deloitte & Touche LLP
Morristown, NJ
July 15, 2025