Interactive Strength, Inc.

Current report

Significant developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition, including laws and policies in areas such as trade, manufacturing, government purchasing, healthcare, intellectual property, regulatory enforcement and investment/development, can adversely affect our business and financial statements. The U.S. has announced and/or implemented significant new tariffs on imports from a wide range of countries, which has prompted retaliatory tariffs by a number of countries and a cycle of retaliatory tariffs by both the U.S. and other countries. In early April 2025, actions were taken by the U.S. and certain other countries to delay the effective date of certain of these tariffs, but as of the date of this report a number of new tariffs remain in effect, including significant tariffs between the U.S. and China. Collectively, these tariffs increase the cost to us of finished goods we import, which can increase the cost to our customers of certain of our finished goods, which can adversely impact demand for our products and our competitive positioning; could adversely impact the availability to us of certain products in certain countries and disrupt our supply chains, with related impacts to our operations; and could exacerbate inflation, diminish investment and result in broader negative impacts, economic instability and capital markets dislocation that may adversely impact demand for our products. In addition, whenever we are unable to fully recover higher costs, or whenever there is a time delay between the increase in costs and our ability to recover these costs, our margins and profitability can decline. The U.S. may implement additional tariffs and other measures, further retaliatory tariffs and other retaliatory actions may follow and the risks and adverse effects noted above may increase. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of the impact of these tariffs. The full impact of these tariffs and other actions on the Company and on our business partners remains highly uncertain and subject to rapid change.

Current report

All of the risks identified in this risk factor can adversely affect our business and financial statements.

Current report

On January 23, 2025, we issued 112,334 shares of Series A Preferred Stock in the aggregate as a dividend on the shares of Series A Preferred Stock.

Current report

On January 23, 2025, we issued 496,246 shares of Series C Preferred Stock pursuant to a Loan Restoration Agreement and issued 126,515 shares of Series C Preferred Stock as a dividend on the shares of Series C Preferred Stock.

Current report

On January 28, 2025, we entered into a securities purchase agreement with an accredited investor, pursuant to which we agreed to issue to the investor for approximately $2.9 million, (a) a senior secured convertible note issued by the Company in the aggregate principal amount of $3.3 million, which is convertible into shares of Common Stock, (b) warrants to purchase up to an aggregate of 674,274 shares of Common Stock, (c) Class A incremental warrants to purchase senior secured convertible notes in the aggregate principal amount of $13.0 million and warrants to purchase up to an aggregate of 2,697,097 shares of Common Stock and (d) Class B incremental warrants to purchase senior secured convertible notes in the aggregate principal amount of $20.0 million and warrants to purchase up to an aggregate of 4,149,380 shares of Common Stock. On March 11, 2025, the investor exercised Class A Incremental Warrants to purchase the Class A Incremental Notes for an aggregate principal amount of $4.0 million and, as a result, was issued the Class A Incremental Common Warrants to purchase an aggregate of 829,876 shares of Common Stock (207,469 shares for each of the four (4)

Current report

warrants). The exercise price of the Class A Incremental Common Warrants was $3.06 per share. The gross proceeds to the Company from the Warrant Exercise were approximately $3.6 million, before deducting legal fees and other estimated expenses.

Current report

On February 4, 2025, the Company issued five new secured promissory notes in exchange for existing promissory notes in the aggregate principal amount of $5.4 million.

Current report

On March 4, 2025, we issued 471,750 shares of common stock in exchange for the reduction of a principal amount of a note by $1.2 million.

Current report

On March 3, 2025, a holder of shares of Series A Preferred Stock converted 100,000 shares of Series A Preferred Stock into 63,898 shares of Common Stock.

Current report

From February 14, 2025 to March 12, 2025, a holder of Series C Preferred Stock converted 2,801,250 shares of Series C Preferred Stock into 1,723,846 shares of Common Stock.

Current report

On March 31, 2025 we issued 1,188,571 shares of Series C Preferred Stock pursuant to a Loan Restoration Agreement.

Current report

The offers, sales and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 promulgated under Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions was an accredited investor or institutional accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act and had adequate access, through employment, business or other relationships, to information about the Registrant. No underwriter was involved in these transactions.