0001785056false00017850562024-11-142024-11-14

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2024

 

 

INTERACTIVE STRENGTH INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-41610

82-1432916

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1005 Congress Avenue, Suite 925

 

Austin, Texas

 

78701

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 512 885-0035

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common stock, $0.0001 par value per share

 

TRNR

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 2.02 Results of Operations and Financial Condition.

On November 14, 2024, Interactive Strength Inc. (the "Company") issued a press release announcing its results of operations for the quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release, dated November 14, 2024, issued by Interactive Strength Inc.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Interactive Strength Inc.

 

 

 

 

Date:

November 14, 2024

By:

/s/ Michael J. Madigan

 

 

 

Michael J. Madigan
Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)
 

 


Exhibit 99.1

INTERACTIVE STRENGTH INC.

Interactive Strength Inc. (Nasdaq: TRNR) Reports Third Quarter 2024 Results

Net Loss and Earnings per Diluted Share of $7.1 million and $1.53

Adjusted EBITDA was a $2.3 million loss, a $1.0 million improvement versus third quarter of 2023

The Company achieved third quarter revenue guidance of $2.0 million, a growth of 325% versus second quarter of 2024

The Company expects to generate $2.4 million in revenue in the fourth quarter of 2024

Stockholders’ Equity was $5.8 million at the end of the third quarter of 2024

Austin, Texas - November 14, 2024 - - Interactive Strength Inc. (Nasdaq: TRNR) (“TRNR” or the “Company”), maker of innovative specialty fitness equipment under the CLMBR and FORME brands, today announced its financial results for the third quarter of 2024.

The Company incurred a net loss of $7.1 million for the third quarter of 2024, or a loss of $1.53 per diluted share, as compared with a net loss of $10.4 million, or a loss of $29.35 per diluted share for the same period in 2023.

Adjusted EBITDA, a non-GAAP financial measure, was a $2.3 million loss for the quarter. Adjusted EBITDA for the third quarter reflects $3.2 million of non-cash stock-based compensation. For more information regarding the non-GAAP financial measures discussed in this press release, please see "Non-GAAP Financial Measures" and "Reconciliation of GAAP to Non-GAAP Financial Measures" below.

Trent Ward, Co-Founder and CEO of TRNR, said: “The third quarter was very positive for us as we achieved the revenue guidance of $2.0 million and reduced the adjusted EBITDA loss to $2.3 million. We expect to improve on both those figures in the fourth quarter, with revenue expected to be $2.4 million and adjusted EBITDA loss to be below $2.0 million.”

“Our balance sheet improved due to the capital raise in July,” Mr. Ward continued, “and we finished the quarter with $2.3 million of cash. Most importantly, we also had a stockholders’ equity of $5.8 million, which is well in excess of the Nasdaq requirement of $2.5 million, and we expect that that figure will be higher at the end of the fourth quarter. When combined with the reverse split earlier this week, we believe we are fully in compliance with Nasdaq listing standards and expect to receive notification of full compliance in due course.”

“We have distributed our first shareholder letter this quarter and we are excited to share more about our business vision. We are actively working on additional acquisitions and will communicate more at the appropriate time,” Mr. Ward concluded.

For more commentary, information and details on the quarter’s performance and operations, please see TRNR’s shareholder letter, which will be posted on the Company’s investor website, www.interactivestrength.com once the 10-Q has been filed after market close today.

 

TRNR Investor Contact
ir@interactivestrength.com

TRNR Media Contact

forme@jacktaylorpr.com

 

 

 

 

 

 


Exhibit 99.1

About Interactive Strength Inc.

Interactive Strength Inc. produces innovative specialty fitness equipment and digital fitness services under two main brands: 1) CLMBR and 2) FORME. Interactive Strength Inc. is listed on NASDAQ (symbol: TRNR).

CLMBR is a vertical climbing machine that offers an efficient and effective full-body strength and cardio workout. CLMBR's design is compact and easy to move – making it perfect for commercial or in-home use. With its low impact and ergonomic movement, CLMBR is safe for most ages and levels of ability and can be found at gyms and fitness studios, hotels, and physical therapy facilities, as well as available for consumers at home. www.clmbr.com.

FORME is a digital fitness platform that combines premium smart home gyms with live virtual personal training and coaching to deliver an immersive experience and better outcomes for both consumers and trainers. FORME delivers an immersive and dynamic at-home fitness experience through two connected hardware products: 1. The FORME Studio (fitness mirror) and 2. The FORME Studio Lift (fitness mirror and cable-based digital resistance). In addition to the company’s connected fitness hardware products, FORME offers expert personal training and health coaching in different formats and price points through Video On-Demand, Custom Training, and Live 1:1 virtual personal training. www.formelife.com.

Channels for Disclosure of Information

In compliance with disclosure obligations under Regulation FD, we announce material information to the public through a variety of means, including filings with the Securities and Exchange Commission (“SEC”), press releases, company blog posts, public conference calls, and webcasts, as well as via our investor relations website. Any updates to the list of disclosure channels through which we may announce information will be posted on the investor relations page on our website. The inclusion of our website address or the address of any third-party sites in this press release are intended as inactive textual references only.

Non-GAAP Financial Measures

In addition to our results determined in accordance with accounting principles generally accepted in the United States, or GAAP, we believe the following non-GAAP financial measures are useful in evaluating our operating performance.

The Company's non-GAAP financial measure in this press release consist of Adjusted EBITDA, which we define as net (loss) income, adjusted to exclude: other expense (income), net; income tax expense (benefit); depreciation and amortization expense; stock-based compensation expense; loss on debt extinguishment; vendor settlements; transaction related expenses; and IPO readiness costs and expenses.

The Company believes the above adjusted financial measures help facilitate analysis of operating performance and the operating leverage in our business. We believe that these non-GAAP financial measures are useful to investors for period-to-period comparisons of our business and in understanding and evaluating our operating results for the following reasons:

Adjusted EBITDA is widely used by investors and securities analysts to measure a company’s operating performance without regard to items such as stock-based compensation expense, depreciation and amortization expense, other expense (income), net, and provision for income taxes that can vary substantially from company to company depending upon their financing, capital structures, and the method by which assets were acquired;
Our management uses Adjusted EBITDA in conjunction with financial measures prepared in accordance with GAAP for planning purposes, including the preparation of our annual operating budget, as a measure of our core operating results and the effectiveness of our business strategy, and in evaluating our financial performance; and
Adjusted EBITDA provides consistency and comparability with our past financial performance, facilitate period-to-period comparisons of our core operating results, and may also facilitate comparisons with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results.

Our use of Adjusted EBITDA, or any other non-GAAP financial measures we may use in the future, is presented for supplemental informational purposes only and should not be considered as a substitute for, or in isolation from, our financial results presented in accordance with GAAP. Further, these non-GAAP financial measures have limitations as analytical tools. Some of these limitations are, or may in the future be, as follows:

Although depreciation and amortization expense are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
Adjusted EBITDA excludes stock-based compensation expense, which has recently been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy;

Exhibit 99.1

Adjusted EBITDA does not reflect: (1) changes in, or cash requirements for, our working capital needs; (2) interest expense, or the cash requirements necessary to service interest or principal payments on our debt, which reduces cash available to us; or (3) tax payments that may represent a reduction in cash available to us;
Adjusted EBITDA does not reflect impairment charges for fixed assets and capitalized content, and gains (losses) on disposals for fixed assets;
Adjusted EBITDA does not reflect gains associated with debt extinguishments.
Adjusted EBITDA does not reflect gains associated with vendor settlements.
Adjusted EBITDA does not reflect IPO readiness costs and expenses that do not qualify as equity issuance costs.
Adjusted EBITDA does not reflect transaction related expenses from CLMBR acquisition.
Adjusted EBITDA does not reflect non cash fair value gains (losses) on convertible notes, warrants and unrealized currency gains (losses).
Adjusted EBITDA does not reflect expenses related to the Asset Purchase Agreement and potential acquisition;

Further, the non-GAAP financial measures presented may not be comparable to similarly titled measures reported by other companies due to differences in the way that these measures are calculated. For example, the expenses and other items that we exclude in our calculation of Adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from Adjusted EBITDA when they report their operating results. Because companies in our industry may calculate such measures differently than we do, their usefulness as comparative measures is limited. Because of these limitations, Adjusted EBITDA should be considered along with other operating and financial performance measures presented in accordance with GAAP.

Cautionary Statement Regarding Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms.However, the absence of these words does not mean that the statements are not forward-looking. Forward-looking statements include, but are not limited to, statements regarding: revenue projections for the third quarter based on expected deliveries; the Company's belief that it will be in compliance with the Equity Rule; the utility of non-GAAP financial measures; and the anticipated features and benefits of our product and service offerings. These forward-looking statements are subject to risks and uncertainties which may cause actual results to differ materially from those expressed or implied in such forward-looking statements. These risk and uncertainties include, but are not limited to, the following: our ability to achieve or maintain profitability; our future capital needs and ability to obtain additional financing to fund our operations; our ability to continue as a “going concern”; the growth rate, if any, of our business and revenue and our ability to manage any such growth; risks related to our subscription or any future revenue model; our limited operating history; our ability to compete successfully; fluctuations in our operating results and factors affecting the same; our reliance on sales of our Forme Studio equipment and CLMBR equipment; our ability to sustain competitive pricing levels; the growth rate, if any, of our target markets and our industry; the ability of our customers to obtain financing to purchase our products; our ability to forecast demand for our products and services, anticipate consumer preferences, and manage our inventory; our ability to attract and retain members, personal trainers, health coaches, and fitness instructors; our ability to expand our commercial and corporate wellness business; unforeseen costs and potential liability in connection with our products and services; our dependence on third-party systems and services; and risks related to potential acquisitions, intellectual property, litigation, dependence on key personnel, privacy, cybersecurity, and other regulatory, tax, and accounting matters, and international operations (including the impact of any geopolitical risks such as regional unrest or outbreak of hostilities or war), as well as the risks and uncertainties discussed in our most recently filed periodic reports on Form 10-Q and subsequent filings and as detailed from time to time in our SEC filings. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. All forward-looking statements set forth in this release are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. These forward-looking statements reflect our management’s beliefs and views with respect to future events and are based on estimates and assumptions as of the date of this press release. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Forward-looking statements set forth in this release speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events, except to the extent required by law.

 

 


Exhibit 99.1

INTERACTIVE STRENGTH INC. AND SUBSIDIARIES

KEY PERFORMANCE AND BUSINESS METRICS

(unaudited)

(In thousands)

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net Loss (in thousands)

 

$

(7,141

)

 

$

(10,408

)

 

$

(29,172

)

 

$

(39,971

)

Adjusted EBITDA (in thousands)

 

$

(2,348

)

 

$

(3,373

)

 

$

(8,691

)

 

$

(13,532

)

 

 

 

 

Adjusted EBTIDA - Please refer to the reconciliation table titled "Reconciliation of Non-GAAP Financial Measures"

With the acquisition of CLMBR, Inc., and the evolution of the FORME business, the Company is now primarily selling to commercial customers ("B2B") and therefore the previously reported Key Operational and Business Metrics associated with a direct to consumer business model ("DTC") are not indicative of the performance of the business. Therefore, the Company will no longer report the following Key Operational and Business Metrics: Households, Members, Annual Recurring Revenue, Average Annualized Recurring Revenue per Household, and Net Dollar Retention Rate.


Exhibit 99.1

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

INTERACTIVE STRENGTH INC. AND SUBSIDIARIES

CONSOLIDATED RECONCILIATION OF ADJUSTED EBITDA TO NET LOSS

(unaudited)

(In thousands)

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

(in thousands)

 

Net Loss

 

$

(7,141

)

 

$

(10,408

)

 

$

(29,172

)

 

$

(39,971

)

Adjusted to exclude the following:

 

 

 

 

 

 

 

 

 

 

 

 

Total other expense (income), net

 

 

(723

)

 

 

333

 

 

 

5,718

 

 

 

(657

)

Income tax benefit (expense)

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

1,392

 

 

 

1,696

 

 

 

5,106

 

 

 

4,931

 

Stock-based compensation expense (1)

 

 

3,157

 

 

 

4,836

 

 

 

9,448

 

 

 

23,773

 

Gain (loss) on extinguishment of debt (2)

 

 

110

 

 

 

 

 

 

(1,622

)

 

 

 

Vendor settlements (3)

 

 

 

 

 

 

 

 

 

 

 

(2,595

)

IPO readiness costs and expenses (4)

 

 

 

 

 

 

 

 

 

 

 

817

 

Transaction related expenses (5)

 

 

857

 

 

 

170

 

 

 

1,831

 

 

 

170

 

Adjusted EBITDA (6)

 

$

(2,348

)

 

$

(3,373

)

 

$

(8,691

)

 

$

(13,532

)

 

(1) Stock-based compensation expense.

(2) Loss on debt extinguishment related to the conversion of promissory notes and senior secured notes to convertible notes.

(3) Gain on forgiveness of debt related to the third-party Content Provider.

(4) Adjusts for IPO- readiness costs and expenses that do not qualify as equity issuance costs.

(5) Transaction costs related to acquisition of CLMBR, Inc and Best Efforts Offering.

(6) Please refer to the "Non-GAAP Financial Measures" section.

 


Exhibit 99.1

INTERACTIVE STRENGTH INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(In thousands, except share and per share amounts)

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Fitness product revenue

 

$

1,617

 

 

$

206

 

 

$

1,927

 

 

$

502

 

Membership revenue

 

 

224

 

 

 

38

 

 

 

586

 

 

 

94

 

Training revenue

 

 

173

 

 

 

62

 

 

 

484

 

 

 

183

 

Total revenue

 

 

2,014

 

 

 

306

 

 

 

2,997

 

 

 

779

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of fitness product revenue

 

 

(1,349

)

 

 

(360

)

 

 

(2,075

)

 

 

(1,529

)

Cost of membership

 

 

(768

)

 

 

(960

)

 

 

(2,768

)

 

 

(2,861

)

Cost of training

 

 

(185

)

 

 

(109

)

 

 

(522

)

 

 

(300

)

Total cost of revenue

 

 

(2,302

)

 

 

(1,429

)

 

 

(5,365

)

 

 

(4,690

)

Gross loss

 

 

(288

)

 

 

(1,123

)

 

 

(2,368

)

 

 

(3,911

)

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

2,212

 

 

 

2,357

 

 

 

6,708

 

 

 

7,796

 

Sales and marketing

 

 

194

 

 

 

282

 

 

 

562

 

 

 

1,473

 

General and administrative

 

 

5,060

 

 

 

6,313

 

 

 

15,438

 

 

 

30,043

 

Total operating expenses

 

 

7,466

 

 

 

8,952

 

 

 

22,708

 

 

 

39,312

 

Loss from operations

 

 

(7,754

)

 

 

(10,075

)

 

 

(25,076

)

 

 

(43,223

)

Other income (expense), net:

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense), net

 

 

256

 

 

 

(179

)

 

 

(506

)

 

 

25

 

Interest expense

 

 

(1,831

)

 

 

(154

)

 

 

(6,750

)

 

 

(1,382

)

Gain upon debt forgiveness

 

 

 

 

 

 

 

 

 

 

 

2,595

 

Loss on issuance of warrants

 

 

(4,780

)

 

 

 

 

 

(5,551

)

 

 

 

Gain (loss) upon extinguishment of debt and accounts payable

 

 

110

 

 

 

 

 

 

(1,622

)

 

 

 

Change in fair value of convertible notes

 

 

 

 

 

 

 

 

(316

)

 

 

(252

)

Change in fair value of earnout

 

 

 

 

 

 

 

 

1,300

 

 

 

 

Change in fair value of derivatives

 

 

956

 

 

 

 

 

 

201

 

 

 

 

Change in fair value of warrants

 

 

5,902

 

 

 

 

 

 

9,148

 

 

 

2,266

 

Total other income (expense), net

 

 

613

 

 

 

(333

)

 

 

(4,096

)

 

 

3,252

 

Loss before provision for income taxes

 

 

(7,141

)

 

 

(10,408

)

 

 

(29,172

)

 

 

(39,971

)

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to common stockholders

 

$

(7,141

)

 

$

(10,408

)

 

$

(29,172

)

 

$

(39,971

)

Net loss per share - basic and diluted

 

$

(1.53

)

 

$

(29.35

)

 

$

(15.22

)

 

$

(136.06

)

Weighted average common stock outstanding—basic and diluted

 

 

4,653,452

 

 

 

354,656

 

 

 

1,916,375

 

 

 

293,773

 

 


Exhibit 99.1

INTERACTIVE STRENGTH INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(In thousands, except share and per share amounts)

 

 

September 30,

 

 

December 31,

 

 

2024

 

 

2023

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,269

 

 

$

 

Accounts receivable, net of allowances

 

 

519

 

 

 

1

 

Inventories, net

 

 

4,773

 

 

 

2,607

 

Derivatives

 

 

19

 

 

 

 

Vendor deposits

 

 

1,976

 

 

 

1,815

 

Prepaid expenses and other current assets

 

 

684

 

 

 

933

 

Total current assets

 

 

10,240

 

 

 

5,356

 

Property and equipment, net

 

 

164

 

 

 

444

 

Right-of-use-assets

 

 

492

 

 

 

283

 

Intangible assets, net

 

 

7,184

 

 

 

2,254

 

Long-term inventories, net

 

 

3,198

 

 

 

2,908

 

Vendor deposits long term

 

 

310

 

 

 

309

 

Goodwill

 

 

13,519

 

 

 

 

Other assets

 

 

2,646

 

 

 

5,248

 

Total Assets

 

$

37,753

 

 

$

16,802

 

Liabilities, preferred stock and stockholders' equity (deficit)

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

12,880

 

 

$

10,562

 

Accrued expenses and other current liabilities

 

 

3,174

 

 

 

906

 

Operating lease liability, current portion

 

 

302

 

 

 

54

 

Deferred revenue

 

 

104

 

 

 

77

 

Loan payable current portion

 

 

5,298

 

 

 

5,806

 

Senior secured notes

 

 

 

 

 

3,096

 

Income tax payable

 

 

7

 

 

 

7

 

Derivatives

 

 

 

 

 

122

 

Convertible note payable

 

 

4,784

 

 

 

904

 

Total current liabilities

 

 

26,549

 

 

 

21,534

 

Operating lease liability, net of current portion

 

 

210

 

 

 

229

 

Other long term liabilities

 

 

1,050

 

 

 

 

Warrant liabilities

 

 

156

 

 

 

591

 

Loan payable noncurrent

 

 

3,996

 

 

 

 

Total liabilities

 

$

31,961

 

 

$

22,354

 

Commitments and contingencies (Note 14)

 

 

 

 

 

 

Stockholders' equity (deficit)

 

 

 

 

 

 

Series A preferred stock, par value $0.0001; 10,000,000 and 0 shares authorized as of September 30, 2024 and December 31, 2023, respectively; 5,368,865 and 0 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.

 

 

1

 

 

 

 

Series B preferred stock, par value $0.0001; 1,500,000 and 0 shares authorized as of September 30, 2024 and December 31, 2023, respectively; 1,500,000 and 0 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.

 

 

 

 

 

 

Series C preferred stock, par value $0.0001; 5,000,000 and 0 shares authorized as of September 30, 2024 and December 31, 2023, respectively; 2,861,128 and 0 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.

 

 

 

 

 

 

Common stock, par value $0.0001; 900,000,000 shares authorized as of September 30, 2024 and December 31, 2023, respectively; 17,170,456 and 354,802 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.

 

 

8

 

 

 

7

 

Additional paid-in capital

 

 

202,509

 

 

 

161,252

 

Accumulated other comprehensive (loss) income

 

 

(105

)

 

 

100

 

Accumulated deficit

 

 

(196,621

)

 

 

(166,911

)

Total stockholders' equity (deficit)

 

 

5,792

 

 

 

(5,552

)

Total liabilities, preferred stock and stockholders' equity (deficit)

 

$

37,753

 

 

$

16,802

 

 


Exhibit 99.1

INTERACTIVE STRENGTH INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)

(In thousands)

 

Nine Months Ended September 30,

 

 

2024

 

 

2023

 

Cash Flows From Operating Activities:

 

 

 

 

 

 

Net loss

 

$

(29,172

)

 

$

(39,971

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Foreign currency

 

 

218

 

 

 

64

 

Depreciation

 

 

418

 

 

 

743

 

Amortization

 

 

4,687

 

 

 

4,188

 

Non-cash lease expense

 

 

203

 

 

 

66

 

Inventory valuation loss and inventory step up amortization

 

 

141

 

 

 

261

 

Stock-based compensation

 

 

9,448

 

 

 

23,773

 

Loss on extinguishment of debt and accounts payable

 

 

1,622

 

 

 

 

Gain upon debt forgiveness

 

 

 

 

 

(2,595

)

Fair value of common stock issued with Best Efforts Offering

 

 

299

 

 

 

 

Interest expense

 

 

2,147

 

 

 

77

 

Amortization of debt discount

 

 

4,603

 

 

 

1,305

 

Common stock issued to lender in connection with entering Equity Line of Credit Agreement

 

 

368

 

 

 

 

Change in fair value of convertible notes

 

 

316

 

 

 

252

 

Loss on issuance of warrants

 

 

5,894

 

 

 

442

 

Loss on exchange of warrants for equity

 

 

358

 

 

 

 

Change in fair value of earnout

 

 

(1,300

)

 

 

 

Change in fair value of derivatives

 

 

(201

)

 

 

 

Change in fair value of warrants

 

 

(9,148

)

 

 

(2,266

)

Changes in operating assets and liabilities

 

 

 

 

 

 

Accounts receivable

 

 

(1,134

)

 

 

(7

)

Inventories

 

 

684

 

 

 

(442

)

Prepaid expenses and other current assets

 

 

342

 

 

 

464

 

Vendor deposits

 

 

(101

)

 

 

323

 

Warrant liabilities

 

 

 

 

 

 

Other assets

 

 

(13

)

 

 

(10

)

Accounts payable

 

 

(3

)

 

 

585

 

Accrued expenses and other current liabilities

 

 

862

 

 

 

(780

)

Deferred revenue

 

 

(234

)

 

 

37

 

Operating lease liabilities

 

 

(213

)

 

 

(70

)

Net cash used in operating activities

 

 

(8,909

)

 

 

(13,561

)

Cash Flows From Investing Activities:

 

 

 

 

 

 

Acquisition of internal use software

 

 

 

 

 

(349

)

Acquisition of business, cash paid, net of cash acquired

 

 

(1,447

)

 

 

 

Acquisition of software and content

 

 

40

 

 

 

(797

)

Net cash used in investing activities

 

 

(1,407

)

 

 

(1,146

)

Cash Flows From Financing Activities:

 

 

 

 

 

 

Payments of loans

 

 

(831

)

 

 

 

Proceeds from loans

 

 

1,280

 

 

 

 

Proceeds from related party loans

 

 

650

 

 

 

465

 

Payments of related party loans

 

 

(527

)

 

 

(483

)

Proceeds from issuance of common stock and pre-funded warrants upon offering, net of offering costs

 

 

4,510

 

 

 

10,820

 

Payments of offering costs

 

 

(90

)

 

 

(1,453

)

Proceeds from senior secured notes

 

 

 

 

 

3,030

 

Payments of senior secured notes

 

 

 

 

 

(2,000

)

Redemption on convertible notes

 

 

(212

)

 

 

 

Proceeds from issuance of convertible notes, net of issuance costs

 

 

4,756

 

 

 

 

Proceeds from the issuance of Class A common stock

 

 

 

 

 

4,247

 

Proceeds from issuance of common stock from At the Market Offering, net of issuance costs

 

 

4,023

 

 

 

 

Interest paid on loans and convertible notes

 

 

(1,093

)

 

 

 

Proceeds from the exercise of common stock options and warrants

 

 

92

 

 

 

30

 

Proceeds from the issuance of common stock from equity line of credit

 

 

389

 

 

 

 

Net cash provided by financing activities

 

 

12,947

 

 

 

14,656

 

Effect of exchange rate on cash

 

 

(362

)

 

 

(145

)

Net Change In Cash and Cash Equivalents

 

 

2,269

 

 

 

(196

)

Cash and restricted cash at beginning of the period

 

 

-

 

 

 

226

 

Cash and restricted cash at end of period

 

$

2,269

 

 

$

30

 

Supplemental Disclosure Of Cash Flow Information:

 

 

 

 

 

 

Interest expense due but not paid

 

 

1,054

 

 

 

 

Non-Cash Investing and Financing Information:

 

 

 

 

 

 

Property & equipment in accounts payable

 

 

18

 

 

 

18

 

Issuance of common stock and series B preferred stock for the acquisition of business

 

 

3,969

 

 

 

 

Offering costs in accounts payable and accrued expenses

 

 

69

 

 

 

3,155

 

Issuance of preferred stock through conversion of debt

 

 

15,170

 

 

 

 

Exercise and exchange of stock warrants

 

 

480

 

 

 

2,468

 

Conversion of convertible notes into common stock

 

 

1,949

 

 

 

4,521

 

Right-of-use assets obtained in exchange for new operating lease liabilities

 

 

 

 

 

313

 

Decrease in right-of-use asset and operating lease liabilities due to lease termination

 

 

 

 

 

61

 

Issuance of common stock from convertible notes and conversion of debt

 

 

920

 

 

 

 

Issuance of common stock from rights offering

 

 

 

 

 

202

 

Net exercise of options

 

 

 

 

 

323

 

Non cash settlement of accounts receivable and debt

 

 

750

 

 

 

 

Stock-based compensation capitalized in intangible asset and other assets

 

 

155

 

 

 

745

 

 


v3.24.3
Document And Entity Information
Nov. 14, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Nov. 14, 2024
Entity Registrant Name INTERACTIVE STRENGTH INC.
Entity Central Index Key 0001785056
Entity Emerging Growth Company true
Entity File Number 001-41610
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 82-1432916
Entity Address, Address Line One 1005 Congress Avenue, Suite 925
Entity Address, City or Town Austin
Entity Address, State or Province TX
Entity Address, Postal Zip Code 78701
City Area Code 512
Local Phone Number 885-0035
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Ex Transition Period false
Title of 12(b) Security Common stock, $0.0001 par value per share
Trading Symbol TRNR
Security Exchange Name NASDAQ

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