Interactive Strength Inc

The Company purchased substantially all of the assets of CLMBR, Inc. (“CLMBR”) in February 2024. On March 7, 2024, a petition was filed by Tung Keng Enterprise Co., Ltd. d/b/a DK City Co., Ltd. (“DK City”) against CLMBR and the Company in the United States District Court for the District of Colorado to enforce a monetary arbitration award of approximately $2.25 million against CLMBR (the “Petition”). The Company was not involved in that prior arbitration, which involved alleged breaches of an equipment manufacturing agreement between CLMBR and DK City and was resolved prior to the Company’s purchase of CLMBR. We dispute that we are liable for the amount claimed by DK City in our Petition. We plan to vigorously defend the Petition if and when called to answer or respond to the Petition. The final outcome of this matter, however, cannot be predicted with complete certainty, and our failure to successfully defend against these allegations could have a material adverse effect on our business, financial condition and results of operation.

From time to time, we may become involved in additional regulatory investigations or legal proceedings arising in the ordinary course of our business. While in the current opinion of management, the ultimate disposition of the currently pending matter will not have a material adverse effect on our business, financial condition or results of operations, no assurance can be given as to its outcome, and an adverse disposition could have a material adverse effect on us because of defense and settlement costs, diversion of management resources, and other factors.