Interactive Strength, Inc. Files S-1 Registration Statement

TL;DR

<b>Interactive Strength, Inc. has filed an S-1 registration statement, signaling its intent to go public.</b>

AI Summary

Interactive Strength, Inc. (TRNR) filed a IPO Registration (S-1) with the SEC on January 11, 2024. Interactive Strength, Inc. filed an S-1 registration statement on January 11, 2024. The company is incorporated in Delaware. Its principal executive offices are located at 1005 Congress Avenue, Suite 925, Austin, TX 78701. The business phone number is 310-697-8655. The filing is made under the Securities Act of 1933.

Why It Matters

For investors and stakeholders tracking Interactive Strength, Inc., this filing contains several important signals. This S-1 filing is a crucial step for Interactive Strength, Inc. as it prepares for an Initial Public Offering (IPO), allowing it to raise capital from public investors. The detailed information within the S-1 provides potential investors with insights into the company's business, financial condition, and management, enabling informed investment decisions.

Risk Assessment

Risk Level: low — Interactive Strength, Inc. shows low risk based on this filing. The filing is an S-1, which is a standard registration statement for an IPO and does not contain specific financial performance data or forward-looking statements that would indicate immediate risk.

Analyst Insight

Monitor future filings for detailed financial performance, risk factors, and the IPO pricing once available.

Key Numbers

• S-1 — Form Type (Type of filing)
• 2024-01-11 — Filing Date (Date the S-1 was filed)
• DE — State of Incorporation (State where the company is incorporated)

Key Players & Entities

• Interactive Strength, Inc. (company) — Filer name
• Austin, TX (location) — Business and mailing address city and state
• 1005 Congress Avenue, Suite 925 (address) — Business and mailing street address
• 78701 (zip_code) — Business and mailing address zip code
• 310-697-8655 (phone_number) — Business phone number
• 1933 Act (regulation) — SEC Act under which the filing is made
• 2024-01-11 (date) — Filing date

Forward-Looking Statements

• Interactive Strength, Inc. will proceed with an Initial Public Offering (IPO) within the next 6-12 months. (Interactive Strength, Inc.) — medium confidence, target: 2025-01-11

FAQ

Industry Context

The company operates in the ELECTRONIC & OTHER ELECTRICAL EQUIPMENT sector, specifically excluding computer equipment.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of new securities.

What Investors Should Do

1. Review the full S-1 document for detailed business operations and financial information.
2. Track subsequent SEC filings for updates on the IPO process.
3. Analyze the company's risk factors and management discussion once disclosed in future filings.

Key Dates

• 2024-01-11: S-1 Filing — Indicates intent to go public and provides initial disclosure.

Year-Over-Year Comparison

This is an initial S-1 filing, so there is no prior filing of this type to compare against for 'vs last filing' data.

Key Financial Figures

• $0.0001 — 6 shares of the common stock, par value $0.0001 per share (the "common stock"), of Inte
• $0.81 — price of our common stock on Nasdaq was $0.81 per share. We are an "emerging growth c
• $100,000 — imated the number of households earning $100,000 (or the foreign equivalent) or more in
• $1,800 — which we expect, conservatively, to be $1,800 per year, assuming a 30% to 40% penetra
• $149 — offering is 1 currently charged at $149 per month and includes full access to t
• $0.7 m — 30, 2023, we generated total revenue of $0.7 million, $0.3 million, and $0.8 million,
• $0.3 m — enerated total revenue of $0.7 million, $0.3 million, and $0.8 million, respectively,
• $0.8 m — enue of $0.7 million, $0.3 million, and $0.8 million, respectively, and incurred net l
• $155.5 million — 2023, we had an accumulated deficit of $155.5 million. Recent Developments In August 2023
• $10.0 million — pany's stockholders' equity be at least $10.0 million. In accordance with the Nasdaq Listing
• $16.9 m — set Purchase Agreement is approximately $16.9 million, consisting of $6.0 million expec
• $6.0 million — roximately $16.9 million, consisting of $6.0 million expected to be paid in the form of our
• $1.5 million — of our equity, the assumption by us of $1.5 million of subordinated debt, and the retiremen
• $9.4 million — ubordinated debt, and the retirement of $9.4 million of senior debt. In December 2023, we
• $2,160,000 — te in the aggregate principal amount of $2,160,000, with an eight percent (8.0%) original

Filing Documents

• d696023ds1.htm (S-1) — 4664KB
• d696023dex51.htm (EX-5.1) — 4KB
• d696023dex231.htm (EX-23.1) — 1KB
• d696023dexfilingfees.htm (EX-FILING FEES) — 18KB
• g696023g06t74.jpg (GRAPHIC) — 50KB
• g696023g08m20.jpg (GRAPHIC) — 24KB
• g696023g12d50.jpg (GRAPHIC) — 86KB
• g696023g16s23.jpg (GRAPHIC) — 73KB
• g696023g23h11.jpg (GRAPHIC) — 52KB
• g696023g43v40.jpg (GRAPHIC) — 40KB
• g696023g53f18.jpg (GRAPHIC) — 50KB
• g696023g70k86.jpg (GRAPHIC) — 63KB
• g696023g71i12.jpg (GRAPHIC) — 55KB
• g696023g88c57.jpg (GRAPHIC) — 46KB
• 0001193125-24-006261.txt (&nbsp;) — 17634KB
• trnr-20230930.xsd (EX-101.SCH) — 117KB
• trnr-20230930_cal.xml (EX-101.CAL) — 69KB
• trnr-20230930_def.xml (EX-101.DEF) — 504KB
• trnr-20230930_lab.xml (EX-101.LAB) — 833KB
• trnr-20230930_pre.xml (EX-101.PRE) — 682KB
• d696023ds1_htm.xml (XML) — 2725KB

RISK FACTORS

RISK FACTORS 12 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 84

USE OF PROCEEDS

USE OF PROCEEDS 86 DETERMINATION OF OFFERING PRICE 86 MARKET INFORMATION AND DIVIDEND POLICY 86

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 89

BUSINESS

BUSINESS 125 MANAGEMENT 149

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 156 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 170 SELLING STOCKHOLDER 177

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 179

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 181 PLAN OF DISTRIBUTION 188 THE EQUITY LINE TRANSACTION 191 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK 198 LEGAL MATTERS 202 EXPERTS 202 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 202 WHERE YOU CAN FIND MORE INFORMATION 203 INDEX TO FINANCIAL STATEMENTS F-1 i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the "SEC" or the "Commission"). The selling stockholder may offer, sell or distribute all or a portion of the shares of our common stock hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices, from time to time in one or more offerings as described in this prospectus. We will not receive any of the proceeds from such sales of our common stock. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or "blue sky" laws. The selling stockholder will bear all commissions and discounts, if any, attributable to its sale of our common stock hereby registered. See "Plan of Distribution." We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or post-effective amendment may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any securities, you should carefully read this prospectus, any post-effective amendment, and any applicab

View Full Filing

View this S-1 filing on SEC EDGAR