Interactive Strength Inc

As filed with the Securities and Exchange Commission on January 11, 2024

Registration

No. 333-

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, DC 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INTERACTIVE STRENGTH INC.

(Exact name of registrant as specified in its charter)

(310)

697-8655

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Trent A. Ward

Chief Executive Officer

Interactive Strength Inc. d/b/a FORME

(310)

697-8655

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Davina K. Kaile, Esq.

Pillsbury Winthrop Shaw Pittman LLP

2550 Hanover Street

Palo Alto, CA 94304

Telephone: (650)

233-4500

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in

Rule 12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment, which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 11, 2024

PRELIMINARY PROSPECTUS

Up to 4,284,146 of Common Stock

This prospectus relates to the resale, from time to time, of up to 4,284,146 shares of the common stock, par value $0.0001 per share (the “common stock”), of Interactive Strength Inc. d/b/a Forme (the “Company,” “Forme,” “we,” or “us”) by the selling stockholder, Tumim Stone Capital, LLC (“Tumim” or the “selling stockholder”), or its permitted transferees or other successors-in-interest. The shares being offered by the selling stockholder may be issued pursuant to the common stock purchase agreement dated December 12, 2023 that we entered into with the selling stockholder (the “Equity Line Purchase Agreement”). See “The Equity Line Transaction” for a description of the Equity Line Purchase Agreement and“Selling Stockholder” for additional information regarding Tumim.

The selling stockholder, or its permitted transferees or other successors-in-interest, may offer and sell the shares of common stock described in this prospectus from time to time in a number of different ways and at varying prices, including through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. We provide additional information about how the selling stockholder may sell the shares in“Plan of Distribution” on page 187 of this prospectus. The selling stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”). The selling stockholder will pay or assume discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar expenses, if any, incurred for the sale of the shares. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering the shares, including legal and accounting fees. See “Plan of Distribution.” References to the “selling stockholder” in this prospectus shall also refer to any permitted transferees or other successors-in-interest to the selling stockholder.

We are not offering any shares of our common stock for sale under this prospectus and will not receive any of the proceeds from the sale of shares by the selling stockholder. We are registering the offer and resale of the shares to satisfy contractual obligations owed by us to the selling stockholder pursuant to the Equity Line Purchase Agreement and documents ancillary thereto. Our registration of the shares covered by this prospectus does not mean that the selling stockholder will offer or sell any of the shares.

If the 4,284,146 shares offered by Tumim under this prospectus (including 502,791 shares of common stock (the “Commitment Shares”) we agreed to issue, no later than the trading day immediately following the effective date of the registration statement of which this prospectus forms a part, to Tumim as consideration for its irrevocable commitment to purchase shares of our common stock under the Equity Line Purchase Agreement, and 3,781,355 shares we may sell to Tumim under the Equity Line Purchase Agreement from time to time after the date hereof) were issued and outstanding as of the date hereof (without taking into account the 19.99% Exchange Cap limitation as discussed elsewhere in this prospectus), such shares would represent approximately 23.0% of the total number of shares of our common stock outstanding (and approximately 33.3% of the total number of outstanding shares heldby non-affiliates) as of September 30, 2023. Any of the shares subject to resale hereunder will have been issued by us and acquired by the selling stockholder prior to any resale of such shares pursuant to this prospectus.

Our common stock is listed on the Nasdaq Stock Market (“Nasdaq”) under the symbol “TRNR.” On January 10, 2024, the last reported sale price of our common stock on Nasdaq was $0.81 per share. We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings.

Investing in our common stock is speculative and involves a high degree of risk. See “Risk Factors” beginning on page 12 for a discussion of information that should be considered in connection with an investment in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024.

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