Interactive Strength Inc. Files S-1 for Public Offering

TL;DR

Interactive Strength Inc. is going public, filing S-1 on Feb 7, 2025. Get ready.

AI Summary

Interactive Strength Inc., based in Austin, Texas, filed an S-1 registration statement with the SEC on February 7, 2025. The filing indicates the company is preparing to offer securities to the public, with Trent A. Ward serving as Chief Executive Officer. The company's principal executive offices are located at 1005 Congress Avenue, Suite 925, Austin, Texas 78701.

Why It Matters

This S-1 filing signals Interactive Strength Inc.'s intention to raise capital by selling securities to the public, which could fund future growth or operations.

Risk Assessment

Risk Level: medium — As a newly public company, Interactive Strength Inc. faces inherent risks associated with market volatility, regulatory compliance, and establishing its market position.

Key Players & Entities

• Interactive Strength Inc. (company) — Registrant
• February 7, 2025 (date) — Filing date
• Trent A. Ward (person) — Chief Executive Officer
• Austin, Texas (location) — Principal Executive Offices
• Lucosky Brookman LLP (company) — Legal Counsel

FAQ

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
• $1.75 — ported on the Nasdaq Capital Market was $1.75 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

• trnr-20250207.htm (S-1) — 13129KB
• trnr-ex4_15.htm (EX-4.15) — 474KB
• trnr-ex4_16.htm (EX-4.16) — 281KB
• trnr-ex4_17.htm (EX-4.17) — 103KB
• trnr-ex4_18.htm (EX-4.18) — 103KB
• trnr-ex5_1.htm (EX-5.1) — 28KB
• trnr-ex10_31.htm (EX-10.31) — 519KB
• trnr-ex10_32.htm (EX-10.32) — 242KB
• trnr-ex10_33.htm (EX-10.33) — 127KB
• trnr-ex10_34.htm (EX-10.34) — 398KB
• trnr-ex23_1.htm (EX-23.1) — 4KB
• trnr-ex23_2.htm (EX-23.2) — 4KB
• trnr_exfilingfees.htm (EX-FILING FEES) — 58KB
• img16050357_0.jpg (GRAPHIC) — 52KB
• img16050357_1.jpg (GRAPHIC) — 191KB
• img16050357_2.jpg (GRAPHIC) — 295KB
• img16050357_3.jpg (GRAPHIC) — 339KB
• img16050357_4.jpg (GRAPHIC) — 40KB
• img16050357_5.jpg (GRAPHIC) — 144KB
• img16050357_6.jpg (GRAPHIC) — 177KB
• img16050357_7.jpg (GRAPHIC) — 300KB
• img16050357_8.jpg (GRAPHIC) — 245KB
• img16050357_9.jpg (GRAPHIC) — 17KB
• img16050357_10.jpg (GRAPHIC) — 63KB
• img16050357_11.jpg (GRAPHIC) — 50KB
• img16050357_12.jpg (GRAPHIC) — 23KB
• img16050357_13.jpg (GRAPHIC) — 50KB
• img84559292_0.jpg (GRAPHIC) — 12KB
• 0000950170-25-016443.txt ( ) — 46120KB
• trnr-20250207.xsd (EX-101.SCH) — 3502KB
• trnr-20250207_htm.xml (XML) — 7269KB
• trnr_exfilingfees_htm.xml (XML) — 12KB

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

View Full Filing

View this S-1 filing on SEC EDGAR