TRNR / Interactive Strength Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

As filed with the Securities Exchange Commission on September 4, 2025

As filed with the Securities Exchange Commission on September 4, 2025 Registration No.

Calculation of Filing Fee Tables Form S-3 (Form Type) INTERACTIVE STRENGTH INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) INTERACTIVE STRENGTH INC.

FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Item 1. Financial Statements INTERACTIVE STRENGTH INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) INTERACTIVE STRENGTH INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS INTERACTIVE ST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41610 INTERACTIVE STRENGTH INC.

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commissi

INTERACTIVE STRENGTH INC. Interactive Strength Inc. (Nasdaq: TRNR) Reports Second Quarter 2025 Results, Increases 2025 Pro Forma Revenue Guidance to more than $80M Company Reports Quarterly Revenue of $1.2 Million; Net Loss and Loss per Diluted Share

Exhibit 99.1 INTERACTIVE STRENGTH INC. Interactive Strength Inc. (Nasdaq: TRNR) Reports Second Quarter 2025 Results, Increases 2025 Pro Forma Revenue Guidance to more than $80M Company Reports Quarterly Revenue of $1.2 Million; Net Loss and Loss per Diluted Share of $2.2 Million and $2.13 Quarterly Adjusted EBITDA Loss of $1.7 Million Reflects 40% YOY Improvement TRNR held 29.6 Million FET tokens

Letter Agreement, dated August 8, 2025, by and among Interactive Strength Inc., CLMBR Holdings LLC, and TR Opportunities II LLC

Exhibit 10.3 August 8, 2025 Re: Note Purchase Agreement WHEREAS, this letter agreement (the “Letter Agreement”) is entered into in connection with that certain Note Purchase Agreement, dated as of February 1, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”; capitalized terms used herein that are undefined shall have the meaning given

FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 05, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commissi

August 2025 Settlement Agreement, dated as of August 5, 2025, by and between Interactive Strength Inc. and Vertical Investors, LLC

Exhibit 10.1 AUGUST 2025 SETTLEMENT AGREEMENT THIS AUGUST 2025 SETTLEMENT AGREEMENT (this “Agreement”) is dated as of August 5, 2025 (the “Effective Date”), by and between Interactive Strength Inc., a Delaware corporation (the “Company”) and Vertical Investors, LLC, a Mississippi limited liability company (“Vertical” and together with the Company, the “Parties”). WHEREAS, on April 24, 2024, the Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Exchange Agreement, dated as of August 8, 2025, by and between Interactive Strength Inc. and Vertical Investors, LLC

Exhibit 10.2 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT, is dated as of August 8, 2025 (this “Agreement”), by and between Interactive Strength Inc., a Delaware corporation (the “Borrower”) and Vertical Investors, LLC, a Mississippi limited liability company (“Lender” and together with the Borrower, the “Parties”). WHEREAS, Borrower and Lender are parties to that certain Credit Agreement dated as o

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) INTERACTIVE STRENGTH INC.

As filed with the Securities Exchange Commission on August 4, 2025

As filed with the Securities Exchange Commission on August 4, 2025 Registration No.

FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commission

As filed with the Securities Exchange Commission on July 15, 2025

As filed with the Securities Exchange Commission on July 15, 2025 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Interactive Strength Inc.

FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 07, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commission

Form of Inducement Letter

Exhibit 10.1 INTERACTIVE STRENGTH INC. July 7, 2025 Holder of Common Stock Purchase Warrants Issued in January 2025 Re: Inducement Offer to Exercise Existing Common Stock Purchase Warrants Issued in January 2025 (this “Letter Agreement”) Dear Holder: Reference is made to that certain Warrant To Purchase Common Stock, dated January 28, 2025 (the “Warrant”), issued by Interactive Strength Inc. (the

FORM 8-K

Filed pursuant to Rule 424(b)(3) Registration No. 333-284788 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated February 14, 2025) Interactive Strength Inc. Up to 377,801 Shares of Common Stock This prospectus supplement supplements the prospectus dated February 14, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-284788). This prospectus supplement is b

FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 01, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commission

FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commission

Certificate of Designation of Series E Convertible Preferred Stock of Interactive Strength Inc.

Exhibit 3.2 CERTIFICATE OF DESIGNATION OF SERIES e Convertible PREFERRED STOCK OF INTERACTIVE STRENGTH Inc. Pursuant to Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”) I, the Chief Executive Officer of Interactive Strength Inc., a corporation organized and existing under the DGCL (the “Corporation”), in accordance with the provisions of Section 103 thereof, DO HERE

Certificate of Amendment to the Certificate of Incorporation of Interactive Strength Inc.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF INTERACTIVE STRENGTH INC. Interactive Strength Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), hereby certifies that: FIRST: The name of this Company is Interactive Strength Inc. SECOND: The original certificate of incorporation of the

Form of Indenture relating to the issuance from time to time in one or more series of debentures, notes, bonds or other evidences of indebtedness

Exhibit 4.1 INTERACTIVE STRENGTH INC. AND , TRUSTEE INDENTURE DATED AS OF , 2025 DEBT SECURITIES INTERACTIVE STRENGTH INC. RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE, DATED AS OF , 2025 Exhibit 4.1 Section of Trust Indenture Act of 1939 Section(s) of Indenture § 310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608, 610 § 311(a) 613 (

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) INTERACTIVE STRENGTH INC.

As filed with the Securities Exchange Commission on June 27, 2025

As filed with the Securities Exchange Commission on June 27, 2025 Registration No.

FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commission

FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 06, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commission

Certificate of Designation of Series LTI Convertible Preferred Stock of Interactive Strength Inc.

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES LTI Convertible PREFERRED STOCK OF INTERACTIVE STRENGTH Inc. Pursuant to Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”) I, the Chief Executive Officer of Interactive Strength Inc., a corporation organized and existing under the DGCL (the “Corporation”), in accordance with the provisions of Section 103 thereof, DO HE

Interactive Strength Inc. (Nasdaq: TRNR) Enters into $500 Million Facility to Acquire AI-focused $FET Tokens and Launch Crypto Treasury Asset Strategy ATW Partners and DWF Labs invested $55 million in initial closing TRNR is expected to have the larg

Exhibit 99.1 Interactive Strength Inc. (Nasdaq: TRNR) Enters into $500 Million Facility to Acquire AI-focused $FET Tokens and Launch Crypto Treasury Asset Strategy ATW Partners and DWF Labs invested $55 million in initial closing TRNR is expected to have the largest US publicly listed crypto treasury focused on an AI-token TRNR enters into technology collaboration with Fetch.ai to power its fitnes

Form of Registration Rights Agreement

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June , 2025, is by and among Interactive Strength, Inc., a Delaware corporation with offices located at 1005 Congress Avenue, Suite 925, Austin, Texas 78701 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connection with the Sec

Form of Secured Convertible Exchangeable Note

Exhibit 4.1 [FORM OF SECURED CONVERTIBLE EXCHANGEABLE NOTE] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE

Form of Security and Pledge Agreement

Exhibit 10.4 SECURITY AND PLEDGE AGREEMENT SECURITY AND PLEDGE AGREEMENT, dated as of June 10, 2025 (this “Agreement”), made by Interactive Strength Treasury LLC, a Delaware limited liability company with offices located at 1005 Congress Ave, Suite 925, Austin, Texas 78701 (the “Company”), and each of the undersigned direct and indirect and direct Subsidiaries (as defined below) of the Company fro

Form of Master Netting Agreement

Exhibit 10.3 MASTER NETTING AGREEMENT MASTER NETTING AGREEMENT (the “Agreement”), dated as of June , 2025, by and among Interactive Strength Inc., a Delaware corporation with offices located at 1005 Congress Avenue, Suite 925, Austin, TX 78701 (the “Company”), Interactive Strength Treasury LLC, its wholly owned subsidiary, a Delaware limited liability company (the “Treasury Subsidiary”, and togeth

Form of Backstop Agreement

Exhibit 10.5 BACKSTOP AGREEMENT This Backstop Agreement (this “Agreement”), dated as of June , 2025 (the “Effective Date”), is by and among Interactive Strength, Inc., a Delaware corporation (“TRNR Parent”), Interactive Strength Treasury LLC, a Delaware limited liability company (“TRNR”), and FET US I LLC, a Delaware limited liability company (“Fetch”). WHEREAS, TRNR Parent and Fetch.AI Limited, a

FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commission

Securities Purchase Agreement, dated as of June 10, 2025, by and among Interactive Strength Inc., Interactive Strength Treasury LLC, and each of the investors listed on the Schedule of Buyers

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 10, 2025, is by and among Interactive Strength Inc., a Delaware corporation with offices located at 1005 Congress Avenue, Suite 925, Austin, TX 78701 (the “Company”), Interactive Strength Treasury LLC, its wholly owned subsidiary, a Delaware limited liability company (the “Treasury Sub

FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 04, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commission

Form of Secured Convertible Exchangeable Note (incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed June 11, 2025).

Exhibit 4.1 INTERACTIVE STRENGTH INC. PROMISSORY NOTE $725,000 Made as of June 4, 2025 Subject to the terms and conditions of this promissory note (the “Note”), for value received, INTERACTIVE STRENGTH, INC., a Delaware corporation (the “Company”), hereby promises to pay to S INTERACTIVE LLC, or its registered assigns (“Holder”), the principal sum of seven hundred and twenty-five thousand dollars

FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 03, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commission

Amended and Restated Loan Agreement, by and between Sportstech Brands Holding GmbH and Interactive Strength Inc., dated as of May 22, 2025

Exhibit 10.2 MAY 22, 2025 AMENDED AND RESTATED USD 5,600,000 Loan Agreement between Sportstech Brands Holding GmbH as Borrower and Interactive Strength Inc. as Lender TABLE OF CONTENTS CLAUSE PAGE 1. Facilities and Discount 3 2. Purpose 4 3. Conditions of Utilisation 4 4. Utilisation / Compensation for Non-Utilisation 5 5. Interest 5 6. Capitalisation option 6 7. Term and Extension Option 6 8. Man

1st Amendment and Restatement Agreement, by and between Sportstech Brands Holding GmbH and Interactive Strength Inc., dated as of May 22, 2025

Exhibit 10.1 May 22, 2025 1st Amendment and Restatement Agreement relating to USD 2,250,000 LOAN AGREEMENT (1. Nachtrags- und Neufassungsvereinbarung zum USD 2.250.000 Darlehensvertrag) between Sportstech Brands Holding GmbH as Borrower and Interactive Strength Inc. as Lender Contents CLAUSE PAGE 1. Definitions; Interpretation and Finance Document 3 2. Conditions Precedent 4 3. Amendment of Origin

FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commission

Warrant to Purchase Common Stock, issued May 21, 2025

Exhibit 4.2 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRAN

FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commission

Promissory Note, issued as of May 21, 2025

Exhibit 4.1 INTERACTIVE STRENGTH INC. PROMISSORY NOTE $2,000,000 Made as of May 21, 2025 Subject to the terms and conditions of this promissory note (the “Note”), for value received, INTERACTIVE STRENGTH, INC., a Delaware corporation (the “Company”), hereby promises to pay to WOODWAY USA, INC., a Wisconsin corporation or its registered assigns (“Holder”), the principal sum of two million dollars a

Item 1. Financial Statements INTERACTIVE STRENGTH INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) INTERACTIVE STRENGTH INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS INTERACTIVE ST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41610 INTERACTIVE STRENGTH INC.

INTERACTIVE STRENGTH INC. Interactive Strength Inc. (Nasdaq: TRNR) Reports First Quarter 2025 Results, Increases 2025 Pro Forma Revenue Guidance to more than $75M Company Reports Quarterly Revenue of $1.4 Million; Net Loss and Earnings per Diluted Sh

Exhibit 99.1 INTERACTIVE STRENGTH INC. Interactive Strength Inc. (Nasdaq: TRNR) Reports First Quarter 2025 Results, Increases 2025 Pro Forma Revenue Guidance to more than $75M Company Reports Quarterly Revenue of $1.4 Million; Net Loss and Earnings per Diluted Share of $6.6 Million and $1.74 Quarterly Adjusted EBITDA Loss of $2.5 Million Reflects 29% YOY Improvement Stockholders’ Equity Was $13.8

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

NT 10-Q 1 q125delayedfiling.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Repo

FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 01, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commission

Promissory Note

Exhibit 4.1 THE SECURITIES REPRESENTED BY THIS PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR AN AVAILABLE EXEMPTION UN

1st Amendment and Restatement Agreement, by and between Sportstech Brands Holding GmbH and Interactive Strength Inc., dated as of May 22, 2025 (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed May 29, 2025).

Exhibit 10.1 SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT, is dated as of May 1, 2025 (this “Agreement”), by and between Interactive Strength Inc., a Delaware corporation (the “Company”) and Berenberg Capital Markets LLC (“Recipient” and together with the Company, the “Parties”). WHEREAS, as of the date hereof the Company owes the Recipient $500,000.00 (the “Total Liability”) for certain advisor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41610

Interactive Strength Inc. 6,846,970 Shares of Common Stock

Filed Pursuant to Rule 424(b)(4) Registration No. 333-286579 Prospectus Interactive Strength Inc. 6,846,970 Shares of Common Stock This prospectus relates to the offering and resale by TR Opportunities I LLC (the “Selling Stockholder”) of 6,846,970 shares of common stock, $0.0001 par value (“Common Stock”) of Interactive Strength Inc. (the “Company”), consisting of: (a) 6,017,094 shares of Common

FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commissio

Letter Agreement, dated April 18, 2025, by and among Interactive Strength Inc., CLMBR Holdings LLC, and TR Opportunities II LLC (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed April 18, 2025).

Exhibit 10.1 April 18, 2025 Re: Note Purchase Agreement WHEREAS, this letter agreement (the “Letter Agreement”) is entered into in connection with that certain Note Purchase Agreement, dated as of February 1, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”; capitalized terms used herein that are undefined shall have the meaning given

FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commissio

INTERACTIVE STRENGTH INC. 1005 Congress Avenue, Suite 925 Austin, Texas 78701

INTERACTIVE STRENGTH INC. 1005 Congress Avenue, Suite 925 Austin, Texas 78701 April 17, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Interactive Strength Inc. Registration Statement on Form S-1 File No. 333-286579 REQUEST FOR ACCELERATION OF EFFECTIVENESS Requested Date: April 18, 2025 Requested Time: 4:30 p.m.

Filing fee table

Exhibit 107 CALCULATION OF REGISTRATION FEE FORM S-1 (Form Type) INTERACTIVE STRENGTH Inc.

As filed with the Securities and Exchange Commission on April 16, 2025

As filed with the Securities and Exchange Commission on April 16, 2025 Registration No.

Interactive Strength Inc. (NASDAQ “TRNR”) Signs Binding Agreement to Acquire Wattbike, a $15M+, Omni-Channel, Connected, Indoor- Performance-Bike Business Transaction Expected to Help TRNR Generate More than $65M in 2025 Revenue on a Pro Forma basis

Exhibit 99.1 Interactive Strength Inc. (NASDAQ “TRNR”) Signs Binding Agreement to Acquire Wattbike, a $15M+, Omni-Channel, Connected, Indoor- Performance-Bike Business Transaction Expected to Help TRNR Generate More than $65M in 2025 Revenue on a Pro Forma basis Wattbike is the Leading, Indoor-Bike Brand for Elite-Athlete Training and is Used by Olympians and Professional Sports Teams Worldwide –

Agreement for the Sale and Purchase of the Entire Issued Share Capital and Loan Notes of Wattbike (Holdings) Limited, dated as of April 8, 2025, by and among Interactive Strength Inc., the Shareholders and the Loan Note Holders (incorporated by reference from Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed April 11, 2025).

Exhibit 2.1 DATE: April 8 2025 AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL and Loan Notes OF Wattbike (Holdings) Limited Among (1) THE PERSONS whose names are set out in Part 1 of Schedule 1 (as Shareholders) and (2) THE PERSONS whose names are set out in Part 2 of Schedule 1 (as Loan Note Holders) and (3) INTERACTIVE STRENGTH INC (as Buyer) Table of Contents 1. Definiti

FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 08, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commissio

Confidentially submitted to the Securities and Exchange Commission on April 7, 2025. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

Confidentially submitted to the Securities and Exchange Commission on April 7, 2025.

March 2025 Settlement Agreement, dated as of March 31, 2025, by and between Interactive Strength Inc. and Vertical Investors, LLC (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed April 4, 2025).

Exhibit 10.1 MARCH 2025 SETTLEMENT AGREEMENT THIS MARCH 2025 SETTLEMENT AGREEMENT (this “Agreement”) is dated as of March 31, 2025 (the “Effective Date”), by and between Interactive Strength Inc., a Delaware corporation (the “Company”) and Vertical Investors, LLC, a Mississippi limited liability company (“Vertical” and together with the Company, the “Parties”). WHEREAS, on April 24, 2024, the Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commissio

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commissio

INTERACTIVE STRENGTH INC. Interactive Strength Inc. (Nasdaq: TRNR) Reports Fourth Quarter & Year-End 2024 Results Company Delivers Quarterly Revenue of $2.4 Million as Projected or $5.4 Million for full-year 2024 Quarterly Net Loss and Earnings per D

Exhibit 99.1 INTERACTIVE STRENGTH INC. Interactive Strength Inc. (Nasdaq: TRNR) Reports Fourth Quarter & Year-End 2024 Results Company Delivers Quarterly Revenue of $2.4 Million as Projected or $5.4 Million for full-year 2024 Quarterly Net Loss and Earnings per Diluted Share of $5.8 Million and $7.26 Quarterly Adjusted EBITDA Loss of $1.9 Million Reflects 42% Improvement YOY and 19% Sequentially S

Interactive Strength Inc. Insider Trading Policy

Exhibit 19.1 INTERACTIVE STRENGTH INC. INSIDER TRADING AND COMMUNICATIONS POLICY Policy as to Trades in the Company’s Securities By Company Personnel and Treatment of Confidential Information (as revised by the Board of Directors on October 8, 2023) 1. Purpose. Both the Securities and Exchange Commission (the “SEC”) and Congress are very concerned about maintaining the fairness and integrity of th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41610 INTERACTIVE STR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commissio

Interactive Strength Inc. (Nasdaq: TRNR) Raises $3.6M in 3-year Notes from Existing Institutional Investor Latest investment follows previously-announced investment in TRNR of $2.9M, reflecting investor’s increased enthusiasm for Company’s growth and

Exhibit 99.1 Interactive Strength Inc. (Nasdaq: TRNR) Raises $3.6M in 3-year Notes from Existing Institutional Investor Latest investment follows previously-announced investment in TRNR of $2.9M, reflecting investor’s increased enthusiasm for Company’s growth and acquisition strategy, including last week’s Letter of Intent Company looks forward to appearing at this week’s HFA Summit in Las Vegas A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commissio

Promissory Note

Exhibit 4.1 tHE SECURITIES REPRESENTED BY THIS PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR AN AVAILABLE EXEMPTION UN

Form of Common Warrant

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 03, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Inc

Settlement Agreement, dated March 5, 2025, by and between Interactive Strength Inc. and Pillsbury Winthrop Shaw Pittman LLP

Exhibit 10.1 SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT is dated as of March 5, 2025 (this “Agreement”), by and between Interactive Strength Inc., a Delaware corporation (the “Company”) and Pillsbury Winthrop Shaw Pittman LLP (“Recipient” and together with the Company, the “Parties”). WHEREAS, as of the date hereof the Company owes the Recipient $3,958,985.85 (the “Total Liability”) for certai

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 03, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commissio

Letter Agreement, dated March 3, 2025, by and among Interactive Strength Inc. and CLMBR Holdings LLC and Woodway USA, Inc.

Exhibit 10.1 March 3, 2025 Re: Note Purchase Agreement WHEREAS, this letter agreement (the “Letter Agreement”) is entered into in connection with that certain Note Purchase Agreement, dated as of February 1, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”; capitalized terms used herein that are undefined shall have the meaning given t

Interactive Strength Inc. Up to 3,778,008 Shares of Common Stock

Filed Pursuant to Rule 424(b)(4) Registration Number 333-284788 Prospectus Interactive Strength Inc.

Binding Transaction Agreement, by and between Interactive Strength Inc., Ali Ahmad and Sportstech Brands Holding GmbH, dated as of February 10, 2025

Exhibit 10.1 10 fEBRUARY 2025 BINDING TRANSACTION AGREEMENT between INTERACTIVE STRENGTH INC. and Ali Ahmad and SPORTSTECH BRANDS HOLDING GMBH Contents Clause Page § 1 Key points of the intended Transaction 4 § 2 Preconditions 4 § 3 Exclusivity 4 § 4 Confidentiality 5 § 5 Schedule 5 § 6 Binding effect 5 § 7 Costs 5 § 8 Miscellaneous 6 2 Binding Transaction Agreement THIS BINDING TRANSACTION AGREEM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commis

INTERACTIVE STRENGTH INC. 1005 Congress Avenue, Suite 925 Austin, Texas 78701

INTERACTIVE STRENGTH INC. 1005 Congress Avenue, Suite 925 Austin, Texas 78701 February 12, 2025 VIA EDGAR U.S. Securities & Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Interactive Strength Inc. Registration Statement on Form S-1 File No. 333-284788 REQUEST FOR ACCELERATION OF EFFECTIVENESS Requested Date: February 14, 2025 Requested Time: 4:30

As filed with the Securities and Exchange Commission on February 12, 2025.

As filed with the Securities and Exchange Commission on February 12, 2025. Registration No. 333-284788 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTERACTIVE STRENGTH INC. (Exact name of registrant as specified in its charter) Delaware 3600 82-1432916 (State or Other Jurisdiction of Incor

Filing fee table

Exhibit 107 CALCULATION OF REGISTRATION FEE FORM S-1 (Form Type) INTERACTIVE STRENGTH Inc.

Form of Registration Rights Agreement

Exhibit 10.32 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 28, 2025, is by and among Interactive Strength Inc., a Delaware corporation with offices located at 1005 Congress Ave, Suite 925, Austin, Texas 78701 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connection with the S

Form of Class A Incremental Note Purchase Warrant

Exhibit 4.17 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

As filed with the Securities and Exchange Commission on February 7, 2025.

As filed with the Securities and Exchange Commission on February 7, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTERACTIVE STRENGTH INC. (Exact name of registrant as specified in its charter) Delaware 3600 82-1432916 (State or Other Jurisdiction of Incorporation or Organization)

Filing fee table

Exhibit 107 CALCULATION OF REGISTRATION FEE FORM S-1 (Form Type) INTERACTIVE STRENGTH Inc.

Form of Common Warrant

Exhibit 4.16 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Form of Security and Pledge Agreement

Exhibit 10.34 SECURITY AND PLEDGE AGREEMENT SECURITY AND PLEDGE AGREEMENT, dated as of January 28, 2025 (this “Agreement”), made by Interactive Strength Inc., a Delaware corporation with offices located at 1005 Congress Ave, Suite 925, Austin, Texas 78701 (the “Company”), and each of the undersigned direct and indirect and direct Subsidiaries (as defined below) of the Company from time to time, if

Form of Senior Secured Convertible Note

Exhibit 4.15 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Form of Securities Purchase Agreement

Exhibit 10.31 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 28, 2025, is by and among Interactive Strength Inc., a Delaware corporation with offices located at 1005 Congress Ave, Suite 925, Austin, Texas 78701 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectivel

Form of Class B Incremental Note Purchase Warrant

Exhibit 4.18 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Form of Guaranty

Exhibit 10.33 Execution Version GUARANTY This GUARANTY, dated as of January 28, 2025 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of TR OPPORTUNITIES I LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreeme

Exchange Agreement, by and between Interactive Strength Inc. and TR Opportunities II LLC, dated as of February 4, 2025

Exhibit 10.1 EXCHANGE AGREEMENT EXCHANGE AGREEMENT (the “Agreement”) is made as of February 4, 2025, by and between Interactive Strength Inc., a Delaware corporation (the “Company”), and TR Opportunities II LLC, a Delaware limited liability company (the “Holder”). WHEREAS, the Holder is holder and owner, as assignee of Yves Behar, of the following secured promissory notes issued by the Company (co

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 04, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commis

Form of Secured Convertible Note

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☐ Definitive Proxy State

Loan Agreement, by and between Sportstech Brands Holdings GmbH and Interactive Strength Inc., dated as of January 27, 2025 (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed February 4, 2025).

Exhibit 10.1 january 27, 2025 USD 2,250.000 Loan Agreement between Sportstech Brands Holding GmbH as Borrower and Interactive Strength Inc. as Lender 1 TABLE OF CONTENTS CLAUSE PAGE 1. Loan and Discount 4 2. Purpose 5 3. Conditions of Utilisation 5 4. Utilisation / Compensation for Non-Utilisation 6 5. Interest 6 6. Capitalisation option 7 7. Term and Extension Option 7 8. Mandatory Prepayment 7 9

Share Pledge Agreement, by and among Ali Ahmad, Sportstech Brands Holdings GmbH and Interactive Strength Inc., dated as of January 27, 2025 (incorporated by reference from Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed February 4, 2025).

Exhibit 10.2 PLEDGES over the Shares in SPORTSTECH BRANDS HOLDING GMBH (Verpfändung der Geschäftsanteile an der Sportstech Brands Holding GmbH) between ALI AHMAD as Pledgor Sportstech Brands Holding GmbH as Pledged Company and Interactive Strength Inc. as Pledgee Execution Version Contents CLAUSE PAGE 1. Definitions and Interpretation 3 2. Creation of Pledge over Shares 6 3. Security Purpose 6 4.

Form of Class B Incremental Note Purchase Warrant (incorporated by reference from Exhibit 4.4 to the registrant’s Current Report on Form 8-K filed February 3, 2025).

Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Registration Rights Agreement (incorporated by reference from Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed February 3, 2025).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 28, 2025, is by and among Interactive Strength Inc., a Delaware corporation with offices located at 1005 Congress Ave, Suite 925, Austin, Texas 78701 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connection with the Se

Form of Guaranty (incorporated by reference from Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed February 3, 2025).

Exhibit 10.3 Execution Version GUARANTY This GUARANTY, dated as of January 28, 2025 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of TR OPPORTUNITIES I LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreemen

Form of Security and Pledge Agreement

Exhibit 10.4 SECURITY AND PLEDGE AGREEMENT SECURITY AND PLEDGE AGREEMENT, dated as of January 28, 2025 (this “Agreement”), made by Interactive Strength Inc., a Delaware corporation with offices located at 1005 Congress Ave, Suite 925, Austin, Texas 78701 (the “Company”), and each of the undersigned direct and indirect and direct Subsidiaries (as defined below) of the Company from time to time, if

Form of Senior Secured Convertible Note (incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed February 3, 2025).

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

Form of Securities Purchase Agreement (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed February 3, 2025).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 28, 2025, is by and among Interactive Strength Inc., a Delaware corporation with offices located at 1005 Congress Ave, Suite 925, Austin, Texas 78701 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commiss

Form of Common Warrant (incorporated by reference from Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed February 3, 2025).

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

Form of Class A Incremental Note Purchase Warrant (incorporated by reference from Exhibit 4.3 to the registrant’s Current Report on Form 8-K filed February 3, 2025).

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commiss

Settlement Agreement, dated January 23, 2025, by and between Interactive Strength Inc. and Vertical Investors, LLC.

Exhibit 10.1 DECEMBER 2024 SETTLEMENT AGREEMENT THIS DECEMBER 2024 SETTLEMENT AGREEMENT (this “Agreement”) is dated as of January 23, 2025 (the “Effective Date”), by and between Interactive Strength Inc., a Delaware corporation (the “Company”) and Vertical Investors, LLC, a Mississippi limited liability company (“Vertical” and together with the Company, the “Parties”). WHEREAS, on April 24, 2024,

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2025 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commiss

Certificate of Amendment to the Certificate of Designation of Series C Convertible Preferred Stock of Interactive Strength Inc.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF SERIES C Convertible PREFERRED STOCK OF INTERACTIVE STRENGTH Inc. Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”) I, the Chief Executive Officer of Interactive Strength Inc., a corporation organized and existing under the DGCL (the “Corporation”), in accordance with the provisions of Section

Letter Agreement, dated January 14, 2025, by and among Interactive Strength Inc. and CLMBR Holdings LLC and Woodway USA, Inc.

Exhibit 10.1 January 14, 2025 Re: Note Purchase Agreement WHEREAS, this letter agreement (the “Letter Agreement”) is entered into in connection with that certain Note Purchase Agreement, dated as of February 1, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”; capitalized terms used herein that are undefined shall have the meaning give

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commis

Letter Agreement, dated December 13, 2024, by and among Interactive Strength Inc. and CLMBR Holdings LLC and Treadway Holdings LLC (incorporated by reference from Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed December 19, 2024).

Exhibit 3.1 December 13, 2024 Re: Note Purchase Agreement WHEREAS, this letter agreement (the “Letter Agreement”) is entered into in connection with that certain Note Purchase Agreement, dated as of February 1, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”; capitalized terms used herein that are undefined shall have the meaning give

Certificate of Amendment to the Certificate of Designation of Series B Convertible Preferred Stock of Interactive Strength Inc.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF SERIES B Convertible PREFERRED STOCK OF INTERACTIVE STRENGTH Inc. Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”) I, the Chief Executive Officer of Interactive Strength Inc., a corporation organized and existing under the DGCL (the “Corporation”), in accordance with the provisions of Section

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commis

Amended and Restated Senior Secured Convertible Promissory Note, issued November 11, 2024

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commis

INTERACTIVE STRENGTH INC. Interactive Strength Inc. (Nasdaq: TRNR) Reports Third Quarter 2024 Results Net Loss and Earnings per Diluted Share of $7.1 million and $1.53 Adjusted EBITDA was a $2.3 million loss, a $1.0 million improvement versus third q

Exhibit 99.1 INTERACTIVE STRENGTH INC. Interactive Strength Inc. (Nasdaq: TRNR) Reports Third Quarter 2024 Results Net Loss and Earnings per Diluted Share of $7.1 million and $1.53 Adjusted EBITDA was a $2.3 million loss, a $1.0 million improvement versus third quarter of 2023 The Company achieved third quarter revenue guidance of $2.0 million, a growth of 325% versus second quarter of 2024 The Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41610 INTERACTIVE STRENGTH INC.

Certificate of Amendment to the Certificate of Designation of Series A Convertible Preferred Stock of Interactive Strength Inc.

Exhibit 3.2 AMENDMENT TO CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE PREFFERED STOCK OF INTERACTIVE STRENGTH INC. (Pursuant to Sections 242 of the General Corporation Law of the State of Delaware) Interactive Strength Inc., a Delaware corporation (the “Corporation”), does hereby certify: Pursuant to authority expressly granted and vested in the Board of Directors of the Corporation (the “Bo

Certificate of Amendment to the Certificate of Incorporation of Interactive Strength Inc.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF INTERACTIVE STRENGTH INC. Interactive Strength Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), hereby certifies that: FIRST: The name of this Company is Interactive Strength Inc. SECOND: The original certificate of incorporation of the

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 08, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commis

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commis

TRNR / Interactive Strength Inc. / INTRACOASTAL CAPITAL, LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea022071813-13ga1intrainter.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Interactive Strength Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 45840Y203 (CUSIP Number) September 30, 2024 (Date of Event Whic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commiss

Amendment to Loss Restoration Agreement, dated September 30, 2024, by and between Interactive Strength Inc. and Vertical Investors LLC.

Exhibit 10.2 AMENDMENT TO LOSS RESTORATION AGREEMENT This AMENDMENT TO LOSS RESTORATION AGREEMENT (the “Amendment”) is dated and effective as of September 30, 2024 (the “Amendment Effective Date”), by and between INTERACTIVE STRENGTH, INC., a Delaware corporation (the “Borrower”) and VERTICAL INVESTORS, LLC, a Mississippi limited liability company (together with its successors assigns, the “Lender

Exchange and Settlement Agreement, dated September 30, 2024, by and between Interactive Strength Inc. and Vertical Investors LLC.

Exhibit 10.1 EXCHANGE AND SETTLEMENT AGREEMENT THIS EXCHANGE AND SETTLEMENT AGREEMENT (this “Agreement”) is dated as of September 30, 2024 (the “Effective Date”), by and between Interactive Strength Inc., a Delaware corporation (the “Company”) and Vertical Investors, LLC, a Mississippi limited liability company (“Vertical” and together with the Company, the “Parties”). WHEREAS, on April 24, 2024,

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commi

Certificate of Designation of Series C Convertible Preferred Stock of Interactive Strength Inc.

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES C Convertible PREFERRED STOCK OF INTERACTIVE STRENGTH Inc. Pursuant to Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”) I, the Chief Executive Officer of Interactive Strength Inc., a corporation organized and existing under the DGCL (the “Corporation”), in accordance with the provisions of Section 103 thereof, DO HERE

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commi

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 04, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commi

Exchange Agreement, by and between Interactive Strength Inc. and Vertical Investors, LLC, dated September 4, 2024

Exhibit 10.1 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT, is dated as of September 4, 2024 (this “Agreement”), by and between Interactive Strength Inc., a Delaware corporation (the “Borrower”) and Vertical Investors, LLC, a Mississippi limited liability company (“Lender” and together with the Borrower, the “Parties”). WHEREAS, Borrower and Lender are parties to that certain Credit Agreement dated a

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commissi

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41610 INTERACTIVE STRENGTH INC.

TRNR / Interactive Strength Inc. / block.one - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* INTERACTIVE STRENGTH INC. (Name of Issuer) common stock, par value $0.0001 per share (Title of Class of Securities) 45840Y 104 (CUSIP Number) block.one c/o Maples Corporate Services Limited, PO Box 309 Ugland House, Grand Cayman KY1-1104 Grand Cayman Wit

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commissi

INTERACTIVE STRENGTH INC. Interactive Strength Inc. (Nasdaq: TRNR) Reports Second Quarter 2024 Results Net Loss and Earnings per Diluted Share of $10.6 million and $17.48 Adjusted EBITDA was a $2.9 million loss, a $2.8 million improvement versus seco

Exhibit 99.1 INTERACTIVE STRENGTH INC. Interactive Strength Inc. (Nasdaq: TRNR) Reports Second Quarter 2024 Results Net Loss and Earnings per Diluted Share of $10.6 million and $17.48 Adjusted EBITDA was a $2.9 million loss, a $2.8 million improvement versus second quarter of 2023 The Company expects to generate between $2.0 million and $2.5 million in revenue in the third quarter of 2024 Austin,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☐ Definitive Proxy State

INTERACTIVE STRENGTH INC. Up to $10,040,615 Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-279035 PROSPECTUS SUPPLEMENT (To prospectus dated May 8, 2024) INTERACTIVE STRENGTH INC. Up to $10,040,615 Common Stock This prospectus supplement amends, supplements and supersedes certain information contained in the prospectus supplement dated May 17, 2024, as amended, supplemented and superseded by the prospectus supplement dated May 23, 20

Interactive Strength Inc. (Nasdaq: TRNR) Regains Compliance with Nasdaq Listing Rule about Minimum Bid Price

Exhibit 99.1 Interactive Strength Inc. (Nasdaq: TRNR) Regains Compliance with Nasdaq Listing Rule about Minimum Bid Price Austin, TX – July 10, 2024 - Interactive Strength Inc. (Nasdaq: TRNR) (“TRNR” or “the Company”), maker of innovative specialty fitness equipment under the CLMBR and FORME brands, today announced that the Company received a letter on July 8, 2024 from the Staff at Nasdaq Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 03, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commission

Bylaws of Interactive Strength Inc., As Amended and Restated by the Board of Directors on July 3, 2024

Exhibit 3.1 AMENDED AND RESTATED B Y L A W S OF INTERACTIVE STRENGTH INC. (a Delaware corporation) As Amended and Restated by the Board of Directors on July 3, 2024 TABLE OF CONTENTS Page ARTICLE 1 Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE 2 Meeting of Stockholders 1 2.1 Place of Meeting 1 2.2 Annual Meeting 1 2.3 Advance Notice of Business to be Brought before a Meeting 2 2.4

Interactive Strength Inc. (Nasdaq: TRNR) Announces Closing of $4 Million Public Offering

Exhibit 99.2 Interactive Strength Inc. (Nasdaq: TRNR) Announces Closing of $4 Million Public Offering AUSTIN, TX - July 2, 2024 - Interactive Strength Inc. (NASDAQ: TRNR) (“Interactive Strength” or the “Company”), maker of innovative specialty fitness equipment under the CLMBR and FORME brands, announced today the closing of its previously announced public offering for the purchase and sale of an

Form of Series A-1 Warrant (incorporated by reference from Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed July 2, 2024).

Exhibit 4.2 SERIES A-1 COMMON STOCK PURCHASE WARRANT INTERACTIVE STRENGTH INC. Warrant Shares: Issue Date: , 2024 THIS SERIES A-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Appro

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commission

Form of Series A-2 Warrant (incorporated by reference from Exhibit 4.3 to the registrant’s Current Report on Form 8-K filed July 2, 2024).

Exhibit 4.3 SERIES A-2 COMMON STOCK PURCHASE WARRANT INTERACTIVE STRENGTH INC. Warrant Shares: Issue Date: , 2024 THIS SERIES A-2 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Appro

Interactive Strength Inc. 210,000 Shares of Common Stock 2,626,880 Pre-Funded Warrants to Purchase Up to 2,626,880 Shares of Common Stock 2,836,880 Series A-1 Warrants to Purchase Up to 2,836,880 Shares of Common Stock 2,836,880 Series A-2 Warrants t

Filed Pursuant to Rule 424(b)(4) Registration Number 333-280410 Interactive Strength Inc.

Form of Pre-Funded Warrant (incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed July 2, 2024).

Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT INTERACTIVE STRENGTH INC. Warrant Shares: Issue Date: , 2024 Initial Exercise Date: , 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on

Interactive Strength Inc. (Nasdaq: TRNR) Announces Pricing of $4 Million Public Offering

Exhibit 99.1 Interactive Strength Inc. (Nasdaq: TRNR) Announces Pricing of $4 Million Public Offering AUSTIN, TX - July 1, 2024 - Interactive Strength Inc. (NASDAQ: TRNR) (“Interactive Strength” or the “Company”), maker of innovative specialty fitness equipment under the CLMBR and FORME brands, today announced the pricing of a public offering of an aggregate of 2,836,880 shares of its common stock

Form of Placement Agent Warrant (incorporated by reference from Exhibit 4.4 to the registrant’s Current Report on Form 8-K filed July 2, 2024).

Exhibit 4.4 EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2), THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT: SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER OR CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, D

Form of Securities Purchase Agreement (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed July 2, 2024).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 1, 2024, between Interactive Strength Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 01, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commission

Certificate of Amendment to the Certificate of Designation of Series A Convertible Preferred Stock of Interactive Strength Inc.

Exhibit 3.1 INTERACTIVE STRENGTH, INC. CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATIONS Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware SERIES A CONVERTIBLE PREFERRED STOCK (par value $0.0001 per share) The undersigned, Trent Ward, Chief Executive Officer of Interactive Strength, Inc., a Delaware corporation (the “Corporation”), hereby certifies that, in a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commission

Limited Waiver and Exchange Agreement, dated June 28, 2024

Exhibit 10.1 LIMITED WAIVER AND EXCHANGE AGREEMENT This Limited Waiver and Exchange Agreement (the “Agreement”) is entered into as of the 28th day of June, 2024, by and among Interactive Strength Inc., a Delaware corporation (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts: A. Prior to the date hereof, pursuant to that Securities Purchase Agre

Interactive Strength Inc. 1005 Congress Avenue, Suite 925 Austin, TX 78701

Interactive Strength Inc. 1005 Congress Avenue, Suite 925 Austin, TX 78701 June 28, 2024 U.S. Securities & Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Patrick Fullem Re: Interactive Strength Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed June 27, 2024 File No. 333-280410 Dear Mr. Fullem: By letter dated June 27, 2024 (the “C

VIA EDGAR

June 28, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Interactive Strength Inc. Registration Statement on Form S-1 (Registration No. 333-280410), as amended - Concurrence in Acceleration Request Ladies and Gentlemen: H.C. Wainwright & Co., LLC (“Wainwright”), solely acting as placement agent on a best efforts basis in an offering pur

Interactive Strength Inc. 1005 Congress Avenue, Suite 925 Austin, TX 78701

Interactive Strength Inc. 1005 Congress Avenue, Suite 925 Austin, TX 78701 June 28, 2024 VIA EDGAR U.S. Securities & Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Patrick Fullem Re: Interactive Strength Inc. Registration Statement on Form S-1 (File No. 333-280410), as amended Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act o

Engagement Agreement, dated May 8, 2024, as amended June 24, 2024, by and between Interactive Strength Inc. and H.C. Wainwright & Co., LLC.

Exhibit 1.1 May 8, 2024 STRICTLY CONFIDENTIAL Interactive Strength Inc. 1005 Congress Avenue, Suite 925 Austin, TX 78701 Attn: Trent A. Ward, Chief Executive Officer Dear Mr. Ward: This letter agreement (this "Agreement") constitutes the agreement between Interactive Strength Inc. (the "Company") and H.C. Wainwright & Co., LLC ("Wainwright"), that Wainwright shall serve as the exclusive underwrite

As filed with the Securities and Exchange Commission on June 28, 2024.

As filed with the Securities and Exchange Commission on June 28, 2024. Registration No. 333-280410 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No. 2 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTERACTIVE STRENGTH INC. (Exact name of registrant as specified in its charter) Delaware 3600 82-1432916 (State or Other Jurisdiction of Incorporatio

Form of Pre-Funded Warrant

Exhibit 4.12 e PRE-FUNDED COMMON STOCK PURCHASE WARRANT INTERACTIVE STRENGTH INC. Warrant Shares: Issue Date: , 2024 Initial Exercise Date: , 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time

Form of Series A-1 Warrant

Exhibit 4.10 SERIES A-1 COMMON STOCK PURCHASE WARRANT INTERACTIVE STRENGTH INC. Warrant Shares: Issue Date: , 2024 THIS SERIES A-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [the Stockholder App

Filing fee table.

Exhibit 107 Calculation of Filing Fee Table Registration Statement on Form S-1 (Form Type) Interactive Strength Inc.

Form of Series A-2 Warrant

Exhibit 4.11 SERIES A-2 COMMON STOCK PURCHASE WARRANT INTERACTIVE STRENGTH INC. Warrant Shares: Issue Date: , 2024 THIS SERIES A-2 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [the Stockholder App

As filed with the Securities and Exchange Commission on June 27, 2024.

As filed with the Securities and Exchange Commission on June 27, 2024. Registration No. 333-280410 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTERACTIVE STRENGTH INC. (Exact name of registrant as specified in its charter) Delaware 3600 82-1432916 (State or Other Jurisdiction of Incorporatio

Form of Securities Purchase Agreement

Exhibit 10.20 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2024, between Interactive Strength Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions s

Form of Placement Agent Warrant

Exhibit 4.13 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT INTERACTIVE STRENGTH INC. Warrant Shares: Issue Date: , 2024 Initial Exercise Date: , 2024 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at a

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commission

Form of Placement Agent Warrant offered hereby

Exhibit 4.12 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

As filed with the Securities and Exchange Commission on June 21, 2024.

As filed with the Securities and Exchange Commission on June 21, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTERACTIVE STRENGTH INC. (Exact name of registrant as specified in its charter) Delaware 3600 82-1432916 (State or Other Jurisdiction of Incorporation or Organization) (Pr

Form of Series A-2 Warrant offered hereby

Exhibit 4.11 SERIES A-2 COMMON STOCK PURCHASE WARRANT INTERACTIVE STRENGTH INC. Warrant Shares: Issue Date: , 2024 Initial Exercise Date: , 2029 THIS SERIES A-2 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on

Filing fee table.

Exhibit 107 Calculation of Filing Fee Table Registration Statement on Form S-1 (Form Type) Interactive Strength Inc.

Form of Series A-1 Warrant offered hereby

Exhibit 4.10 SERIES A-1 COMMON STOCK PURCHASE WARRANT INTERACTIVE STRENGTH INC. Warrant Shares: Issue Date: , 2024 Initial Exercise Date: , 2024 THIS SERIES A-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on

Certificate of Amendment to the Certificate of Incorporation of Interactive Strength Inc.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF INTERACTIVE STRENGTH INC. Interactive Strength Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), hereby certifies that: FIRST: The name of this Company is Interactive Strength Inc. SECOND: The original certificate of incorporation of the

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commission

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commission

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commission

Exhibit 1

EX-99.1 2 ea020703501ex99-1intera.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing ag

TRNR / Interactive Strength Inc. / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Interactive Strength Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 45840Y104 (CUSIP Number) May 20, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

At The Market Offering Agreement dated as of May 17, 2024 between the Company and H.C. Wainwright & Co., LLC

Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT May 17, 2024 H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 Ladies and Gentlemen: Interactive Strength Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows: 1. Definitions. The terms that follow, when used in thi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commission

INTERACTIVE STRENGTH INC. Up to $1,325,000 Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-279035 PROSPECTUS SUPPLEMENT (To prospectus dated May 8, 2024) INTERACTIVE STRENGTH INC. Up to $1,325,000 Common Stock This prospectus supplement amends, supplements and supersedes certain information contained in the prospectus supplement dated May 17, 2024, and its accompanying prospectus dated May 8, 2024 (collectively, the “May 17th Prospec

Form of Securities Purchase Agreement (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed May 22, 2024.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 20, 2024, between Interactive Strength Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions

Form of Warrant (incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed May 22, 2024).

EX-4.1 2 trnr-ex41.htm EX-4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PU

Interactive Strength Inc. (Nasdaq: TRNR) Announces $1 Million Registered Direct Offering Priced At-the- Market Under Nasdaq Rules

Exhibit 99.1 Interactive Strength Inc. (Nasdaq: TRNR) Announces $1 Million Registered Direct Offering Priced At-the- Market Under Nasdaq Rules Austin, TX – May 21, 2024 - Interactive Strength Inc. (Nasdaq: TRNR) (“TRNR” or “the Company”), maker of innovative specialty fitness equipment under the CLMBR and FORME brands, today announced that it has entered into a definitive agreement for the issuanc

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commission

INTERACTIVE STRENGTH INC. 5,681,820 Shares of Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-279035 PROSPECTUS SUPPLEMENT (To prospectus dated May 8, 2024) INTERACTIVE STRENGTH INC. 5,681,820 Shares of Common Stock We are offering 5,681,820 shares of our common stock, par value $0.0001per share (the “Common Stock”), directly to certain institutional investors pursuant to this prospectus supplement and the accompanying prospectus. The o

Form of Placement Agent Warrant (incorporated by reference from Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed May 22, 2024).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commission

Certificate of Amendment to Certificate of Designation of Series A Convertible Preferred Stock(incorporated by reference from Exhibit 3.3 to the registrant’s Quarterly Report on Form filed May 20, 2024).

Exhibit 3.3 INTERACTIVE STRENGTH, INC. CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATIONS Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware SERIES A CONVERTIBLE PREFERRED STOCK (par value $0.0001 per share) The undersigned, Trent Ward, Chief Executive Officer of Interactive Strength, Inc., a Delaware corporation (the “Corporation”), hereby certifies that, in a

INTERACTIVE STRENGTH INC. Interactive Strength Inc. (Nasdaq: TRNR) Reports First Quarter 2024 Results Net Loss and Earnings per Diluted Share of $11.4 million and $0.67 Adjusted EBITDA was a $3.4 million loss, a $1.0 million improvement versus first

Exhibit 99.1 INTERACTIVE STRENGTH INC. Interactive Strength Inc. (Nasdaq: TRNR) Reports First Quarter 2024 Results Net Loss and Earnings per Diluted Share of $11.4 million and $0.67 Adjusted EBITDA was a $3.4 million loss, a $1.0 million improvement versus first quarter of 2023 The Company confirms it expects to be run-rate Adjusted EBITDA positive as early as the fourth quarter of 2024 Austin, Te

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41610 INTERACTIVE STRENGTH INC.

INTERACTIVE STRENGTH INC. Common Stock Preferred Stock Debt Securities

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279035 PROSPECTUS INTERACTIVE STRENGTH INC. $25,000,000 Common Stock Preferred Stock Debt Securities Warrants Rights Units We may offer and sell up to $25 million in the aggregate of the securities identified above from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we

INTERACTIVE STRENGTH INC. Up to $2,098,000 Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-279035 PROSPECTUS SUPPLEMENT (To prospectus dated May 8, 2024) INTERACTIVE STRENGTH INC. Up to $2,098,000 Common Stock We have entered into an At The Market Offering Agreement (the “Sales Agreement”), with H.C. Wainwright & Co., LLC (“Wainwright” or the “sales agent”), dated May 17, 2024, relating to the sale of shares of our common stock, par

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K ☐ Transition Report on F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

(Interactive Strength Inc.) Up to 1,773,937 shares of common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-269246 PROSPECTUS SUPPLEMENT NO. 21 (to Prospectus dated April 27, 2023) (Interactive Strength Inc.) Up to 1,773,937 shares of common stock This prospectus supplement supplements the prospectus dated April 27, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-269246). This prospectus supplement is be

INTERACTIVE STRENGTH, INC. 1005 Congress Avenue, Suite 925 Austin, TX 78701

INTERACTIVE STRENGTH, INC. 1005 Congress Avenue, Suite 925 Austin, TX 78701 May 6, 2024 VIA EDGAR U.S. Securities & Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Patrick Fullem Re: Interactive Strength, Inc. Registration Statement on Form S-3 Filed May 1, 2024 File No. 333-279035 Dear Mr. Fullem: In accordance with Rule 461 of the Securiti

(Interactive Strength Inc.) Up to 1,773,937 shares of common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-269246 PROSPECTUS SUPPLEMENT NO. 20 (to Prospectus dated April 27, 2023) (Interactive Strength Inc.) Up to 1,773,937 shares of common stock This prospectus supplement supplements the prospectus dated April 27, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-269246). This prospectus supplement is be

Form of Indenture relating to the issuance from time to time in one or more series of debentures, notes, bonds or other evidences of indebtedness

Exhibit 4.1 INTERACTIVE STRENGTH INC. AND , TRUSTEE INDENTURE DATED AS OF , 2024 DEBT SECURITIES INTERACTIVE STRENGTH INC. RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE, DATED AS OF , 2024 Section of Trust Indenture Act of 1939 Section(s) of Indenture § 310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608, 610 § 311(a) 613 (b) 613 (c) N

As filed with the Securities Exchange Commission on May 1, 2024

As filed with the Securities Exchange Commission on May 1, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTERACTIVE STRENGTH INC. (Exact name of registrant as specified in its charter) Delaware 82-1432916 (State or other jurisdiction of incorporation or organization) (I.R.S. Emplo

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) INTERACTIVE STRENGTH INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commissio

(Interactive Strength Inc.) Up to 1,773,937 shares of common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-269246 PROSPECTUS SUPPLEMENT NO. 19 (to Prospectus dated April 27, 2023) (Interactive Strength Inc.) Up to 1,773,937 shares of common stock This prospectus supplement supplements the prospectus dated April 27, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-269246). This prospectus supplement is be

(Interactive Strength Inc.) Up to 1,773,937 shares of common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-269246 PROSPECTUS SUPPLEMENT NO. 18 (to Prospectus dated April 27, 2023) (Interactive Strength Inc.) Up to 1,773,937 shares of common stock This prospectus supplement supplements the prospectus dated April 27, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-269246). This prospectus supplement is be

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-416

(Interactive Strength Inc.) Up to 1,773,937 shares of common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-269246 PROSPECTUS SUPPLEMENT NO. 17 (to Prospectus dated April 27, 2023) (Interactive Strength Inc.) Up to 1,773,937 shares of common stock This prospectus supplement supplements the prospectus dated April 27, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-269246). This prospectus supplement is be

Interactive Strength Inc. (Nasdaq: TRNR) Strengthens Balance Sheet by Partially Converting Senior Loan to Equity and Extending the Maturity

Exhibit 99.1 Interactive Strength Inc. (Nasdaq: TRNR) Strengthens Balance Sheet by Partially Converting Senior Loan to Equity and Extending the Maturity • Reduced the liability of the Senior Loan by converting $3.0 million to equity • Extended the maturity of the remaining balance to December 2024 Austin, TX – April 26, 2024 - Interactive Strength Inc. (Nasdaq: TRNR) (“TRNR” or “the Company”), mak

Loan Modification Agreement, by and between Interactive Strength Inc. and Vertical Investors, LLC, dated April 24, 2024 (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed April 26, 2024).

LOAN MODIFICATION AGREEMENT THIS LOAN MODIFICATION aGREEMENT (this “Agreement”) is being entered into effective as of April 24, 2024 (the “Effective Date”), by and between INTERACTIVE STRENGTH, INC.

Loan Restoration Agreement, by and between Interactive Strength Inc. and Vertical Investors, LLC, dated April 24, 2024 (incorporated by reference from Exhibit 10.2to the registrant’s Current Report on Form 8-K filed April 26, 2024).

Exhibit 10.2 LOSS RESTORATION AGREEMENT THIS LOSS RESTORATION AGREEMENT (the “Agreement”) is made and entered into as of April 24, 2024, by and between INTERACTIVE STRENGTH, INC., a Delaware corporation (the “Borrower”), and VERTICAL INVESTORS, LLC, a Mississippi limited liability company (together with its successors or assigns, the “Lender”). WHEREAS, Borrower and Lender are parties to that cert

As confidentially submitted to the Securities and Exchange Commission on April 26, 2024. This Draft Registration Statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidentia

As confidentially submitted to the Securities and Exchange Commission on April 26, 2024.

(Interactive Strength Inc.) Up to 1,773,937 shares of common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-269246 PROSPECTUS SUPPLEMENT NO. 15 (to Prospectus dated April 27, 2023) (Interactive Strength Inc.) Up to 1,773,937 shares of common stock This prospectus supplement supplements the prospectus dated April 27, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-269246). This prospectus supplement is be

CLMBR, Inc. Consolidated Financial Statements December 31, 2023 and 2022

Exhibit 99.1 CLMBR, Inc. Consolidated Financial Statements December 31, 2023 and 2022 1 Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors Of CLMBR, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of CLMBR, Inc. and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the re

SELECTED HISTORICAL FINANCIAL DATA AND UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit 99.2 SELECTED HISTORICAL FINANCIAL DATA AND UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Selected Historical Consolidated Financial Data of Interactive Strength Inc. The following tables summarize financial data of Interactive Strength Inc., a Delaware corporation (“Interactive” or the “Company”). The statement of operations data for the years ended December 31, 2023, and 2022 and th

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 01, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Comm

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commissio

(Interactive Strength Inc.) Up to 1,773,937 shares of common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-269246 PROSPECTUS SUPPLEMENT NO. 15 (to Prospectus dated April 27, 2023) (Interactive Strength Inc.) Up to 1,773,937 shares of common stock This prospectus supplement supplements the prospectus dated April 27, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-269246). This prospectus supplement is be

(Interactive Strength Inc.) Up to 12,480,480 shares of common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-276217 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated December 29, 2023) (Interactive Strength Inc.) Up to 12,480,480 shares of common stock This prospectus supplement supplements the prospectus dated December 29, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-276217). This prospectus supplement

INTERACTIVE STRENGTH INC. Interactive Strength Inc. (Nasdaq: TRNR) Reports Fourth Quarter 2023 Results Net Loss and Earnings per Diluted Share of $11.4 million and $0.80 Adjusted EBITDA was a $3.5 million loss, a $5.5 million improvement versus fourt

Exhibit 99.1 INTERACTIVE STRENGTH INC. Interactive Strength Inc. (Nasdaq: TRNR) Reports Fourth Quarter 2023 Results Net Loss and Earnings per Diluted Share of $11.4 million and $0.80 Adjusted EBITDA was a $3.5 million loss, a $5.5 million improvement versus fourth quarter of 2022 The Company confirms it expects to be run-rate Adjusted EBITDA positive as early as the fourth quarter of 2024 Austin,

(Interactive Strength Inc.) Up to 4,284,146 shares of common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-276466 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated January 19, 2024) (Interactive Strength Inc.) Up to 4,284,146 shares of common stock This prospectus supplement supplements the prospectus dated January 19, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-276466). This prospectus supplement is

(Interactive Strength Inc.) Up to 1,773,937 shares of common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-269246 PROSPECTUS SUPPLEMENT NO. 14 (to Prospectus dated April 27, 2023) (Interactive Strength Inc.) Up to 1,773,937 shares of common stock This prospectus supplement supplements the prospectus dated April 27, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-269246). This prospectus supplement is be

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 01, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41610 INTERACTIVE STR

Code of Ethics (incorporated by reference from Exhibit 14.1 to the registrant’s Annual Report on Form 10-K filed April 1, 2024).

Exhibit 14.1 INTERACTIVE STRENGTH INC. CODE OF BUSINESS CONDUCT AND ETHICS Introduction It is the general policy of Interactive Strength Inc. (the “Company”) to conduct its business activities and transactions with the highest level of integrity and ethical standards and in accordance with all applicable laws. In carrying out this policy, the Company has adopted the following Code of Business Cond

Description of Securities (incorporated by reference from Exhibit 4.10 to the registrant’s Annual Report on Form 10-K filed April 1, 2024).

Exhibit 4.10 DESCRIPTION OF THE REGISTRANT’S SECURITIES As of April 1, 2024, Interactive Strength Inc. (the “Company,” “we,” “us,” and “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Common Stock is registered under Secti

Interactive Strength Inc. Clawback Policy (incorporated by reference from Exhibit 97.1 to the registrant’s Annual Report on Form 10-K filed April 1, 2024).

Exhibit 97.1 INTERACTIVE STRENGTH INC. SENIOR EXECUTIVE COMPENSATION RECOUPMENT POLICY December 1, 2023 1. Purpose Interactive Strength Inc., a Delaware corporation (the “Company”), has adopted this amended and restated Senior Executive Compensation Recoupment Policy (this “Policy”) to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as codified by

(Interactive Strength Inc.) Up to 12,480,480 shares of common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-276217 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated December 29, 2023) (Interactive Strength Inc.) Up to 12,480,480 shares of common stock This prospectus supplement supplements the prospectus dated December 29, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-276217). This prospectus supplement

Interactive Strength Inc. (Nasdaq: TRNR) Enters into Exclusive Worldwide Distribution Agreement with WOODWAY to Sell and Distribute CLMBR

Exhibit 99.1 Interactive Strength Inc. (Nasdaq: TRNR) Enters into Exclusive Worldwide Distribution Agreement with WOODWAY to Sell and Distribute CLMBR • The initial purchase order is expected to generate more than $7 million of net revenue and TRNR has sufficient inventory to fulfill the entire purchase order • The Company confirms that it expects to generate net revenue of between $15 million and

(Interactive Strength Inc.) Up to 4,284,146 shares of common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-276466 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated January 19, 2024) (Interactive Strength Inc.) Up to 4,284,146 shares of common stock This prospectus supplement supplements the prospectus dated January 19, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-276466). This prospectus supplement is

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2024 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commis

Form of Warrant to Purchase Common Stock (incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed February 26, 2024).

Exhibit 4.1 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRAN

(Interactive Strength Inc.) Up to 1,773,937 shares of common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-269246 PROSPECTUS SUPPLEMENT NO. 13 (to Prospectus dated April 27, 2023) (Interactive Strength Inc.) Up to 1,773,937 shares of common stock This prospectus supplement supplements the prospectus dated April 27, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-269246). This prospectus supplement is be

Exclusive Distribution Agreement, dated February 20, 2024, by and between Woodway USA, Inc. and Interactive Strength Inc. (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed February 26, 2024).

Exhibit 10.1 EXCLUSIVE DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT ("Agreement") is made effective this 20th day of February, 2024 (the "Effective Date") by and between WOODWAY USA, INC., a corporation duly organized under the laws of the state of Wisconsin ("WOODWAY USA" or "Distributor") and Interactive Strength Inc., a corporation duly organized under the laws of the state of Delaware (“