Interactive Strength, Inc.

Our business, financial condition, results of operations, and cash flows may be impacted by a number of factors, many of which are beyond our control, including those set forth in the 2025 10-K and in our other filings with the SEC, the occurrence of any one of which could have a material adverse effect on our actual results. Except as set forth below, there have been no material changes to the risk factors previously disclosed in the 2025 10-K. The Company is supplementing the risk factors previously disclosed in the 2025 10-K with the following risk factors.

Our acquisition of Ergatta, or other potential acquisitions, does not provide assurance that the operations of Ergatta or other acquired businesses will be accretive to our earnings or otherwise improve our results of operations.

Acquisitions, such as our recent acquisition of Ergatta, involve the integration of previously separate businesses into a common enterprise in which it is envisioned that synergistic operations and economies of scale will result in improved financial performance. However, realization of these envisioned results is subject to numerous risks and uncertainties including but not limited to:

Even though our acquisition of Ergatta has been consummated, there is no assurance that the acquisition will be accretive to our earnings or otherwise improve our results of operations.

If we are unable to successfully manage the integration of our acquisitions, we may not benefit from our acquisition strategy.

As part of our growth strategy, we seek to supplement internal growth with targeted acquisitions, including the recent acquisition of Ergatta. We may not be successful in integrating newly acquired companies into our day-to-day operations for a variety of possible reasons, including (a) our inability to retain the skilled managerial, technical, and sales personnel of acquired companies; (b) our inability to retain the customers of acquired companies; (c) our lack of success in integrating the services offered by acquired companies with our services to achieve a single package of service offerings; (d) our inability to establish and maintain uniform standards, controls, policies and procedures throughout our acquired companies; or (e) our inability to devote the management time required to successfully integrate acquired companies due to limited management resources.

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.

Our issuance of convertible debt exposes us to various risks, including the following:

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.

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.

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.

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.

Our securities may be subject to immediate suspension and delisting if we fail to maintain a minimum market value of listed securities of at least $5 million.

The Nasdaq Stock Market, LLC has adopted a new continued listing requirement that companies listed on Nasdaq must maintain a minimum Market Value of Listed Securities (“MVLS”) of at least $5 million. Following the SEC's approval, the SEC received notices of intention to petition for review of the rule, which automatically stayed the rule's effectiveness pending further Commission action. The rule is therefore not currently in effect, and there is no prescribed timeline for the SEC to complete its review or for the stay to be lifted. Under the new rule, if our MVLS is below $5 million for 30 consecutive business days, Nasdaq Staff will issue a Staff Delisting Determination and our securities will be immediately subject to suspension and delisting. Unlike certain other Nasdaq continued listing deficiencies, we would not be entitled to a cure or compliance period before receiving that determination. Although we may request a hearing and the Hearings Panel may grant an exception for up to 180 days from the Staff Delisting Determination, any such exception would require us to demonstrate compliance with all applicable initial listing requirements, which may be more difficult than satisfying continued listing standards.

If the market price of our securities declines, or if other factors cause our MVLS to fall below the $5 million threshold for the required period, our securities could be suspended and delisted from Nasdaq with limited advance opportunity to regain compliance. Delisting could adversely affect the liquidity and market price of our securities, reduce the ability of investors to trade our securities on a national securities exchange, impair our ability to raise capital, trigger negative investor perception and result in our securities trading on an over-the-counter market or other less liquid trading market. In addition, if our securities are suspended and delisted from Nasdaq, it would result in an event of default under some of our debt agreements. The prospect of delisting also could create additional downward pressure on the trading price of our securities and may make it more difficult for us to consummate financing, strategic or other transactions on acceptable terms, or at all.

On June 30, 2026 we issued 225,681 shares of Series C Preferred Stock pursuant to a settlement agreement in connection with the resolution of certain outstanding obligations.

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.

Not applicable.