Interactive Strength, Inc.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 14, 2025
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-19.
0000950170-25-074458
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0000950170-25-108949
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 14 previous paragraphs and 40 current paragraphs.
9 unchanged; 4 reworded; 26 added; 0 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (26)
Current report
Investing in and holding FET tokens involves significant risks, many of which are inherent to cryptocurrency and decentralized AI technologies.
Current report
Investing in and holding FET tokens involves significant risks, many of which are inherent to cryptocurrency and decentralized AI technologies, including the following:
Current report
Extreme Volatility and Price Fluctuations: The price of FET tokens is highly volatile and has experienced significant fluctuations in the past. This volatility is influenced by factors such as overall cryptocurrency market trends, regulatory developments, technological advancements within the AI and blockchain sectors, and specific developments within the Artificial Superintelligence Alliance ecosystem. There is no assurance that the value of FET tokens will increase, and their value could decline significantly or become worthless.
Current report
Regulatory Uncertainty: The regulatory landscape for cryptocurrencies and digital assets, including utility tokens like FET, is still evolving and varies significantly across jurisdictions. New regulations or governmental actions in the United States or other countries could adversely affect the legality, market price, or liquidity of FET tokens, potentially leading to a prohibition on their use or ownership.
Current report
Competition and Market Adoption: The decentralized AI and blockchain sectors are highly competitive. The success and value of FET tokens depend on the widespread adoption and utilization of the Fetch.ai platform and its AI agents. Competition from other projects or technologies could limit the growth and utility of the FET ecosystem.
Current report
Technology Risks and Security Vulnerabilities: The Fetch.ai platform relies on complex blockchain and AI technologies, which may contain undiscovered bugs, vulnerabilities, or errors. Exploits of such vulnerabilities could lead to loss of FET tokens, disruption of the network, or other adverse effects. The underlying smart contracts and blockchain infrastructure are also subject to security risks, including hacking, cyberattacks, and consensus attacks.
Current report
Limited Liquidity and Market Manipulation: While FET tokens are traded on various exchanges, there may be periods of limited liquidity, making it difficult to buy or sell large quantities without significantly impacting the price. Furthermore, the cryptocurrency market is susceptible to manipulation, including "pump and dump" schemes and other illicit activities, which could artificially inflate or deflate the price of FET tokens.
Current report
Dependence on Key Personnel and Community Support: The development and ongoing success of the Artificial Superintelligence Alliance ecosystem are heavily reliant on its core development team, community engagement, and strategic partnerships. The departure of key personnel or a decline in community support could negatively impact the project's progress and the value of FET tokens.
Current report
Loss of Private Keys and Custody Risks: The security of FET tokens depends on the owner's ability to securely manage their private keys. If private keys are lost, stolen, or compromised, the FET tokens associated with those keys may be irrevocably lost. Custody arrangements, while designed to be secure, are not without risk, and any failure in our custody provider's systems could result in a loss of our FET holdings.
Current report
Uncertainty of Future Development and Utility: While Fetch.ai has outlined various use cases for FET, the actualization and broad adoption of these functionalities are subject to numerous uncertainties, including technological hurdles, market acceptance, and the ability to attract developers and users to the ecosystem. If the envisioned utility does not materialize as expected, the value of FET tokens could suffer.
Current report
Our treasury strategy exposes us to various risks associated with the digital asset market.
Current report
Our treasury strategy exposes us to various risks associated with the digital asset market, including the following:
Current report
Digital Asset Market Risk: Our treasury strategy is highly exposed to the inherent volatility and speculative nature of the digital asset market. The value of FET tokens, and by extension, our treasury, can fluctuate wildly and rapidly due to various factors, including market sentiment, technological developments, regulatory changes, macroeconomic conditions, and unexpected events. We may incur significant losses if the market price of FET tokens declines, which could materially and adversely impact our financial condition and operating results.
Current report
Concentration Risk in FET: Our treasury strategy currently involves significant concentration in a single digital asset, FET. While we believe in the long-term potential of Fetch.ai, this concentration amplifies the impact of any adverse developments specific to the FET token or the Fetch.ai ecosystem. A decline in the perceived value, utility, or adoption of FET could have a disproportionately negative effect on our treasury.
Current report
Custody Risk: Although we utilize a reputable institutional custodian, BitGo, there is always a risk that our digital assets could be lost, stolen, or become inaccessible due to a security breach, operational failure, or other unforeseen events at the custodian. While insurance may provide some coverage, it may not cover all potential losses.
Current report
Regulatory Scrutiny and Future Restrictions: Governments and regulatory bodies worldwide are increasingly scrutinizing digital asset activities. Our treasury strategy could be adversely affected by new laws, regulations, or interpretations that restrict or prohibit the holding, trading, or use of digital assets, including FET. Such regulatory changes could render our holdings illiquid or subject to significant restrictions, potentially impairing our ability to realize value from our investment.
Current report
Accounting and Tax Complexity: The accounting treatment and tax implications of holding digital assets as treasury reserves are complex and subject to evolving guidance. Changes in accounting standards or tax laws could require us to revalue our digital asset holdings or incur significant tax liabilities, which could adversely affect our financial statements and profitability.
Current report
Reputational Risk: Negative public perception or unforeseen events related to the broader cryptocurrency industry or specific to Fetch.ai could damage our reputation and adversely affect our business and stock price.
Current report
Our issuance of convertible debt exposes us to various risks on dilution of our existing stockholders, downward pressure on stock price, impact on future financing and investor confidence.
Current report
Our issuance of convertible debt exposes us to various risks, including the following:
Current report
Dilution Risk to Existing Shareholders: Our issuance of convertible debt, which may be converted into shares of our common stock, poses a significant risk of dilution to our existing shareholders. Upon conversion, new shares will be issued, increasing the total number of outstanding shares and potentially decreasing the voting power of current shareholders. The extent of dilution will depend on the conversion price and the amount of debt converted.
Current report
Downward Pressure on Stock Price: The potential for future dilution from the conversion of debt can create downward pressure on our stock price. Investors may anticipate the increased supply of shares, leading to a negative impact on market valuation.
Current report
Impact on Future Financing: The existence of convertible debt on our balance sheet, and the potential for future dilution, may make it more difficult or expensive for us to raise additional capital through equity or debt offerings in the future. Potential investors may be wary of the existing conversion rights or the perceived debt burden.
Current report
Market Perception and Investor Confidence: The market's perception of our financial health and growth prospects can be influenced by our capital structure, including the amount and terms of our convertible debt. Negative perceptions could impact investor confidence and our stock valuation.
Current report
From April 1, 2025 to April 24, 2025, a holder of Series C Preferred Stock converted 729,366 shares of Series C Preferred Stock into 44,884 shares of Common Stock.
Current report
On June 6, 2025, a holder of shares of Series B Preferred Stock converted 31,107 shares of Series B Preferred Stock into 2 shares of Common Stock.
Reworded paragraphs (4)
Previous wording
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 wording
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 67,427 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 269,710 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 414,938 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 82,988 shares of Common Stock (20,747 shares for each of the four (4) warrants). The exercise price of the Class A Incremental Common Warrants was $30.60 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.
Previous wording
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 wording
On March 4, 2025, we issued 47,175 shares of common stock in exchange for the reduction of a principal amount of a note by $1.2 million.
Previous wording
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 wording
On March 3, 2025, a holder of shares of Series A Preferred Stock converted 100,000 shares of Series A Preferred Stock into 6,390 shares of Common Stock.
Previous wording
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 wording
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 172,385 shares of Common Stock.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
From April 23, 2025 to June 25, 2025, we issued 568,874 shares of common stock in exchange for the reduction of a principal amount of a note by $3.8 million.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
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.