您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。 [美股招股说明书]:互动力量公司美股招股说明书(2026-01-23版) - 发现报告

互动力量公司美股招股说明书(2026-01-23版)

2026-01-23 美股招股说明书 Leona
报告封面

We have entered into an At The Market Offering Agreement (the “Sales Agreement”), with H.C. Wainwright & Co., LLC(“Wainwright” or the “Sales Agent”), dated May 17, 2024, relating to the sale of shares of our common stock, par value $0.0001per share, offered by this prospectus supplement and accompanying prospectus. In accordance with the terms of the Sales Sales of our common stock, if any, under this prospectus supplement and accompanying prospectus will be made by any methodpermitted that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of1933, as amended (the “Securities Act”), including sales made directly on or through The Nasdaq Capital Market LLC (“Nasdaq”),the existing trading market for our common stock, or any other existing trading market in the Unites States for our common stock,sales made to or through a market maker other than on an exchange or otherwise, directly to the Sales Agent as principal, innegotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in We will pay Wainwright a commission of 3.0% of the gross sales price per share of common stock issued by us and sold through itas our sales agent under the Sales Agreement. In connection with the sale of our common stock on our behalf, Wainwright will bedeemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Wainwright may be deemed to be Our common stock is traded on Nasdaq under the symbol “TRNR”. On January 20, 2026, the closing sale price of our commonstock on the Nasdaq Capital Market was $0.74 per share. As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates, orpublic float calculated for purposes of General Instruction I.B.6 of Form S-3, was approximately $12,764,948, based on 5,253,081shares of outstanding common stock as of January 20, 2026, of which 16 shares were held by affiliates, and a price of $2.43 pershare, the closing price of our common stock on November 24, 2025, which is the highest closing price of our common stock on theNasdaq within the prior 60 days. During the 12 calendar months prior to and including the date of this prospectus supplement, wesold securities with an aggregate market value of approximately $1,646,532.45 pursuant to General Instruction I.B.6 of Form S-3. Unless otherwise indicated, all share numbers and per share totals have been adjusted to reflect the two reverse stock splits effectedin 2024 and the 1 for 10 reverse stock split effected on June 27, 2025. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE“RISK FACTORS”ON PAGE S-9 OF THISPROSPECTUS SUPPLEMENT AND CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is acriminal offense. H.C. Wainwright & Co. The date of this prospectus supplement is January 23, 2026. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUSSUPPLEMENTWHERE YOU CAN FIND MORE INFORMATION ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCETHE COMPANYRISK FACTORSSPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF RIGHTSDESCRIPTION OF UNITSPLAN OF DISTRIBUTION ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of the registration statement on Form S-3 that wefiled with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration process. This prospectussupplement relates to the offering of our securities. Before purchasing any securities, you should carefully read both this prospectus This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of thisoffering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated byreference into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, givesmore general information, some of which may not apply to this offering. You should read this prospectus supplement and the We have not authorized any other person to provide you with different information. If anyone provides you with different orinconsistent information, you should not rely on it. We will not make an offer to sell these securities in any jurisdiction where theoffer or sale is not permitted. You should assume that the information appearing in this prospectus supplement and theaccompanying prospectus is accurate as of the date on its respective cover, and that any information incorporated by referenc