互动力量公司2025年季度报告

For the quarterly period endedMarch 31,2025OR incorporation or organization)1005 Congress Ave,Suite 925Austin,Texas Large accelerated filer☐Accelerated filerNon-accelerated filer☒Smaller reporting companyEmerging growth company Risk Factor SummaryPart I. Financial Information Item 1 Financial Statements equipment and provides a unique digital and on-demand training platform. FORME is a hardware manufacturer and digital fitnessservice provider that combines award-winning smart gyms with live 1:1 personal training (from real humans) to deliver an for both consumers and trainers alike. CLMBR and FORME offer unique fitness solutions for both the commercial and at-homemarkets.Our Members are defined as any individual who has a FORME or CLMBR account through a paid connected fitness membership. Binding LOI - SportstechOn February 10, 2025, the Company, Sportstech and Mr. Ali Ahmad, the sole shareholder of Sportstech, entered into a BindingTransaction Agreement (the “Agreement”), pursuant to which the Company will acquire Sportstech in a transaction (the newly created, all of which will be issued to Sportstech at the closing of the Transaction. The conversion price of the InitialInvestment into the Company’s Common Stock will be determined on June 15, 2026, using the volume-weighted average price (the Optional Investment A (“Optional Investment A”) provides an option to call a capital increase of up to $10.0million through using the VWAP of the previous 20 trading days, subject to compliance with the Nasdaq Minimum Price Rule.Optional Investment B (“Optional Investment B”) provides an option to call a capital increase of up to $10.0million throughcontribution in kind of the Company’s Common Stock, which shall vest based on a formula that calculates (x) the EU-sourced Optional Investment C (“Optional Investment C”) provides an option to call a capital increase of up to $20.0million throughcontribution in kind of the Company’s Common Stock, which shall vest based on a formula that calculates (x) the US-sourcedEBITDA earned for the twenty-four (24) months ended March 2027, (y) multiplied by three (3). The price used to calculate thenumber of the Company’s Common Stock issued for Optional Investment C will be determined on June 15, 2027 by using theVWAP of the previous 20 trading days, subject to compliance with the Nasdaq Minimum Price Rule. In addition, pursuant to the Agreement, Mr. Ahmad will join the Board of Directors of the Company upon closing of the InitialInvestment.Acquisition of CLMBR, Inc. the Sellers. On January 22, 2024, the Company and the Sellers entered into an amended and restated Asset Purchase Agreement(the “Amended Agreement”). On February 2, 2024, pursuant to the Amended Agreement, the Company completed the acquisitionfor a total purchase price of approximately $16.1million, consisting of (i) cash of $30,000, (ii)357shares of the Company’scommon stock with a fair value in the aggregate of $1.0million, (iii)1,500,000shares of the Company’s non-voting Series B The Acquisition was accounted for under the acquisition method of accounting under ASC 805, Business Combinations. Assetsacquired and liabilities assumed were recorded in the condensed consolidated balance sheet at their estimated fair values as ofFebruary 2, 2024, with the remaining unallocated purchase price recorded as goodwill. See Note 22. that outlines the Company’s consideration transferred and the identifiable net assets acquired at their estimated fair value as of February 2, 2024. generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities andExchange Commission (“SEC”). The condensed consolidated financial statements include the accounts of Interactive Strength Inc.and its subsidiaries in which the Company has a controlling financial interest. All intercompany balances and transactions have In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all normalrecurring adjustments necessary to present fairly the financial position, results of operations, cash flows, and the changes in equityfor the interim period. In accordance with Accounting Standards Update ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability toContinue as a Going Concern (Subtopic 205-40), or ASU 205-40, management evaluated whether there are certain conditions andevents, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern withinone year after the date the accompanying condensed consolidated financial statements were issued. devoted towards the development of its brands and services, their penetration in the marketplace, and the development of acommercial organization, all at the expense of short-term profitability. •The Company has incurred significant operating losses and used net cash flows in its operations since its inception. Inthis