Interactive Strength Inc. Files S-1/A

Ticker: TRNR · Form: S-1/A · Filed: Feb 12, 2025 · CIK: 1785056

Interactive Strength, Inc. S-1/A Filing Summary
FieldDetail
CompanyInteractive Strength, Inc. (TRNR)
Form TypeS-1/A
Filed DateFeb 12, 2025
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$0.0001, $3,250,000, $4,862,000, $3.13, $1.32
Sentimentneutral

Sentiment: neutral

Topics: sec-filing, s-1/a, preferred-stock, royalty

TL;DR

Interactive Strength Inc. filed an S-1/A on 2025-02-12, updating financials and corporate info. Watch for Series A preferred stock conversions and royalty deals.

AI Summary

Interactive Strength, Inc. filed an S-1/A on February 12, 2025, detailing its business operations and financial status. The company, incorporated in Delaware, is based in Austin, TX, and operates in the Electronic & Other Electrical Equipment sector. Key financial events include Series A Preferred Stock conversion to common stock in 2023 and royalty arrangements involving 3% of cumulative net sales up to $5 million.

Why It Matters

This filing provides updated information for investors and the public regarding Interactive Strength, Inc.'s corporate structure and financial activities, crucial for understanding its market position and future prospects.

Risk Assessment

Risk Level: medium — The filing is an amendment to a registration statement, indicating ongoing regulatory processes and potential changes in the company's financial structure or offerings.

Key Numbers

  • 3% — Royalty Rate (Percentage of cumulative net sales up to $5 million for a royalty arrangement.)
  • $5 million — Royalty Cap (Maximum cumulative net sales for the royalty arrangement.)
  • 2023-01-01 to 2023-09-30 — Reporting Period (Period for Series APreferredStockConversionToCommonStockMember.)

Key Players & Entities

  • Interactive Strength, Inc. (company) — Filer of the S-1/A
  • 0000950170-25-018846 (filing_id) — Accession number for the filing
  • 20250212 (date) — Filing date of the S-1/A
  • 333-284788 (filing_number) — SEC file number
  • 1005 CONGRESS AVENUE, SUITE 925, AUSTIN, TX 78701 (address) — Company's business and mailing address
  • 3106978655 (phone_number) — Company's business phone number
  • 2023-01-01 to 2023-09-30 (date_range) — Period for Series APreferredStockConversionToCommonStockMember
  • $5 million (dollar_amount) — Maximum cumulative net sales for royalty arrangement

FAQ

What is the purpose of this S-1/A filing?

The S-1/A filing is an amendment to a registration statement, typically used to update or provide additional information to the SEC regarding the company's securities and business operations.

When was this S-1/A filing submitted?

The filing was submitted on February 12, 2025.

What is the company's primary business sector?

Interactive Strength, Inc. operates in the ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) sector, with SIC code 3600.

What significant financial event occurred in 2023 related to preferred stock?

In 2023, there was a Series APreferredStockConversionToCommonStockMember, indicating a conversion of preferred stock to common stock.

Does the company have any royalty arrangements mentioned?

Yes, the filing mentions a RoyaltyArrangementThreePercentageOfCumulativeNetSalesUpTo5MillionMember, which involves 3% of cumulative net sales up to $5 million.

Filing Stats: 4,443 words · 18 min read · ~15 pages · Grade level 15.6 · Accepted 2025-02-12 16:15:09

Key Financial Figures

  • $0.0001 — ") of 3,778,008 shares of common stock, $0.0001 par value ("Common Stock") of Interacti
  • $3,250,000 — ") in the aggregate principal amount of $3,250,000 (based on two times the quotient of the
  • $4,862,000 — he quotient of the conversion amount of $4,862,000, which includes interest and conversion
  • $3.13 — on premium, and the conversion price of $3.13) and (b) 674,274 shares of Common Stock
  • $1.32 — ported on the Nasdaq Capital Market was $1.32 per share. The Selling Stockholder ma
  • $2.0 million — and 2023, we generated total revenue of $2.0 million and $0.3 million and $3.0 million and $
  • $0.3 million — rated total revenue of $2.0 million and $0.3 million and $3.0 million and $0.8 million, resp
  • $3.0 million — ue of $2.0 million and $0.3 million and $3.0 million and $0.8 million, respectively, and inc
  • $0.8 m — n and $0.3 million and $3.0 million and $0.8 million, respectively, and incurred net l
  • $2,925,000 — s agreed to purchase, for approximately $2,925,000, (a) a senior secured convertible note
  • $13,000,000 — ") in the aggregate principal amount of $13,000,000 and warrants to purchase an aggregate o
  • $20,000,000 — ") in the aggregate principal amount of $20,000,000 and warrants to purchase an aggregate o

Filing Documents

USE OF PROCEEDS

USE OF PROCEEDS 78 DETERMINATION OF OFFERING PRICE 79 MARKET INFORMATION AND DIVIDEND POLICY 80

DILUTION

DILUTION 81 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION 83

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 94

BUSINESS

BUSINESS 115 MANAGEMENT 145

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 152 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 164 SELLING SHAREHOLDER 166

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 168 DECSRIPTION OF CAPITAL STOCK 170 PLAN OF DISTRIBUTION 173 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR CAPITAL STOCK 175 LEGAL MATTERS 178 EXPERTS 179 WHERE YOU CAN FIND MORE INFORMATION 180 INDEX TO FINANCIAL STATEMENTS F- 1 You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the Common Stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Common Stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus is correct as of any time after its date. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Forward-looking statements involve risks and uncertainties and include statements regarding, among other things, our projected revenue growth and profitability, our growth strategies and opportunity, anticipated trends in our market and our anticipated needs for working capital. They are generally identifiable by use of the words "may," "will," "should," "anticipate," "estimate," "plans," "potential," "projects," "continuing," "ongoing," "expects," "management believes," "we believe," "we intend" or the negative of these words or other variatio

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