Interactive Strength Inc美股招股说明书(2025-02-20版)

Up to 3,778,008 Shares of Common Stock This prospectus relates to the offering and resale by TR Opportunities I LLC (the “Selling Stockholder”) of up to 3,778,008 sharesof common stock, $0.0001 par value (“Common Stock”) of Interactive Strength Inc. (the “Company”), consisting of: (a) 3,103,734shares of Common Stock issuable pursuant to a senior secured convertible note issued by the Company (the “Note”) in theaggregate principal amount of $3,250,000 (based on two times the quotient of the conversion amount of $4,862,000, whichincludes interest and conversion premium, and the conversion price of $3.13) and (b) 674,274 shares of Common Stock issuablepursuant to warrants (the “Warrants”) (out of a total 8,973,030 warrant shares issuable pursuant to the Warrants). The Selling Stockholder may from time to time sell, transfer or otherwise dispose of any or all of the securities in a number ofdifferent ways and at varying prices. See “Plan of Distribution” beginning on page173of 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 shares bythe Selling Stockholder. We would, however, receive proceeds if the Warrant is exercised, through the payment of the exerciseprice in cash, in a maximum amount of up to approximately $3,250,000. Unless otherwise indicated, all share numbers and per share totals have been adjusted to reflect (a) the 1-for-40 reverse stock splitthat was effective on June 14, 2024 and (b) the 1-for-100 reverse stock split that was effective on November 11, 2024. Our Common Stock is currently quoted on the Nasdaq Capital Market under the symbol “TRNR.” On February 14, 2025, theclosing price as reported on the Nasdaq Capital Market was $1.31 per share. The Selling Stockholder may offer all or part of the shares for resale from time to time through public or private transactions, ateither prevailing market prices or at privately negotiated prices. This prospectus provides a general description of the securities being offered. You should this prospectus and the registrationstatement 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 page17of this prospectus for adiscussion 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 or 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 thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is February 14, 2025. TABLE OF CONTENTS PageCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS1PROSPECTUS SUMMARY2SUMMARY CONSOLIDATED FINANCIAL STATEMENTS14RISK FACTORS17USE OF PROCEEDS78DETERMINATION OF OFFERING PRICE79MARKET INFORMATION AND DIVIDEND POLICY80DILUTION81UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION83MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS94BUSINESS115MANAGEMENT145EXECUTIVE COMPENSATION151CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS163SELLING SHAREHOLDER165SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT167DECSRIPTION OF CAPITAL STOCK169PLAN OF DISTRIBUTION172MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OURCAPITAL STOCK174LEGAL MATTERS177EXPERTS178WHERE YOU CAN FIND MORE INFORMATION179INDEX TO FINANCIAL STATEMENTSF-180 You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorizedanyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offerto buy any securities other than the Common Stock offered by this prospectus. This prospectus does not constitute an offer tosell 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 timeafter its date. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements. Forward-looking statements give our current expectations or forecasts offuture 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 revenuegrowth and profitability, our growth stra