互动力量公司美股招股说明书(2025-07-11版)

in the aggregate 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 $31.30 (after adjusting the original conversion price of $3.13to reflect the Reverse Stock Split)) and (b) 67,427 shares of Common Stock (after adjusting the original 674,274 shares to reflectthe Reverse Stock Split) (the “Warrant Shares” and, together with the Note Shares, the “Shares”) issuable pursuant to warrants (the The Securities were issued pursuant to that certain purchase agreement between us and the selling stockholder, dated January 28,2025 (the “Purchase Agreement”). The number of shares of Common Stock issuable upon conversion of the Note or exercise of theWarrant, as applicable, are subject to certain beneficial ownership and share issuance caps as set forth in the Purchase Agreement.See“Convertible Note Financing”in the Prospectus for a description of the agreement and“Selling Stockholder”in theProspectus for additional information regarding the selling stockholder.The selling stockholder, or its permitted transferees or other successors-in-interest, may offer the Shares from time to time throughpublic or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated We are not offering any shares of our common stock for sale under the Prospectus. We are registering the offer and resale of theShares to satisfy contractual obligations owed by us to the selling stockholder pursuant to the Purchase Agreement and documentsancillary thereto. Our registration of the Shares covered by the Prospectus does not mean that the selling stockholder will offer orsell any of the Shares. Any of the Shares subject to resale hereunder will have been issued by us and acquired by the sellingstockholder prior to any resale of such Shares pursuant to the Prospectus. No underwriter or other person has been engaged to We will receive $5.42 per share (as a result of the Company and the selling stockholder entering into Inducement Letter and theselling stockholder simultaneously exercising part of the Warrant referred to in the Current Report on Our common stock is listed on Nasdaq under the symbol “TRNR”. On July 10, 2025, the closing price of our shares of commonstock was $7.82 per share. We are an “emerging growth company” and a “smaller reporting company” as those terms are defined requirements.This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may notbe delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. Thisprospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the informationin the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. See the section entitled “Risk Factors” beginning on page 17 of the Prospectus and in the documents incorporated byreference in the Prospectus to read about factors you should consider before buying our securities. FORM 8-KCURRENT REPORT (Exact name of Registrant as Specified in Its Charter) Austin, Texas(Address of Principal Executive Offices) The description of the Inducement Letter is set forth in this report and is qualified in its entirety by reference to the full text of the Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned hereunto duly authorized. Interactive Strength Inc. Date:July 11, 2025By:/s/ Michael J. MadiganChief Financial Officer(Principal Financial Officer and Principal Accounting Officer) Re: Dear Holder: Interactive Strength Inc. (the “Company”), issued pursuant to Section 1 of that certain Securities Purchase Agreement, dated as ofJanuary 28, 2025, by and among the Company and the Buyers referred to therein, to purchase Warrant Shares. Except as otherwisedefined herein, capitalized terms in this Letter Agreement shall have the meanings set forth in the Warrant. As a holder of the Warrant (“Holder”, “you” or similar terminology), the Company is pleased to offer you the opportunity ) Trading Day following the date hereof, theCompany shall file a prospectus supplement to the Registration Statement in connection with the Warrant pursuant to the terms The Company desires to reduce the Exercise Price of the Warrant for the Partial Warrant Shares to $5.42 per share (the“Reduced Exercise Price”) in consideration for you exercising in full for cash all of the Partial Warrant Shares of the Warrant held by you as set forth on your signature page hereto (the “Inducement Warrant Exercise”) on or before the Execution Time (as defined Expressly subject to the paragraph immediately following this paragraph below, you may accept this offer by executing the sig