Interactive Strength Inc.
09/17/2025 | Press release | Distributed by Public on 09/17/2025 15:06
Amendment to Current Report (Form 8-K/A)
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", "TRNR", or the "Company"). The statement of operations data for the six months ended June 30, 2025 and balance sheet data as of June 30, 2025, have been derived from the unaudited financial statements included in Interactive's Quarterly Report on Form 10-Q for the second quarter ended June 30, 2025, filed with the Securities and Exchange Commission (the "SEC") on August 14, 2025. The statement of operations data for the year ended December 31, 2024 and the balance sheet data as of December 31, 2024 have been derived from the audited financial statements included in Interactive's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 31, 2025. You should read the following selected financial data together with "Interactive's Management's Discussion and Analysis of Financial Condition and Results of Operations" and Interactive's financial statements and the related notes included in Interactive's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and Quarterly Report on Form 10-Q for the second quarter ended June 30, 2025, filed with the SEC on March 31, 2025 and August 14, 2025, respectively. Interactive's historical results are not necessarily indicative of results that should be expected in any future period.
Historical Consolidated Financial Statements of Interactive Strength Inc.
|
Six Months |
Year |
|||||||
|
Ended |
Ended |
|||||||
|
Amounts in thousands (except share and per share amounts) |
30-Jun-25 |
31-Dec-24 |
||||||
|
Revenue: |
||||||||
|
Fitness product revenue |
$ |
1,988 |
$ |
3,973 |
||||
|
Membership revenue |
340 |
783 |
||||||
|
Training revenue |
248 |
624 |
||||||
|
Total revenue |
2,576 |
5,380 |
||||||
|
Cost of revenue: |
||||||||
|
Cost of fitness product revenue |
(1,613 |
) |
(3,798 |
) |
||||
|
Cost of membership |
(843 |
) |
(3,318 |
) |
||||
|
Cost of training |
(617 |
) |
(1,042 |
) |
||||
|
Total cost of revenue |
(3,073 |
) |
(8,158 |
) |
||||
|
Gross loss |
(497 |
) |
(2,778 |
) |
||||
|
Operating expenses: |
||||||||
|
Research and development |
2,050 |
6,988 |
||||||
|
Sales and marketing |
461 |
1,080 |
||||||
|
General and administrative |
9,126 |
18,339 |
||||||
|
Total operating expenses |
11,637 |
26,407 |
||||||
|
Loss from operations |
(12,134 |
) |
(29,185 |
) |
||||
|
Other income (expense), net: |
||||||||
|
Other income (expense), net |
(1,038 |
) |
(956 |
) |
||||
|
Interest expense |
(6,254 |
) |
(7,727 |
) |
||||
|
Interest income |
387 |
- |
||||||
|
Gain (loss) upon extinguishment of debt and accounts payable |
4,459 |
(1,527 |
) |
|||||
|
Loss on issuance of warrants |
- |
(5,551 |
) |
|||||
|
Change in fair value of convertible notes |
6,629 |
(128 |
) |
|||||
|
Change in fair value of earnout |
- |
1,300 |
||||||
|
Change in fair value of derivatives |
(1,949 |
) |
(460 |
) |
||||
|
Change in fair value of digital assets |
125 |
- |
||||||
|
Change in fair value of warrants |
993 |
9,300 |
||||||
|
Total other income (expense), net |
3,352 |
(5,749 |
) |
|||||
|
Loss before provision for income taxes |
(8,782 |
) |
(34,934 |
) |
||||
|
Income tax expense |
- |
- |
||||||
|
Net loss attributable to common stockholders |
(8,782 |
) |
(34,934 |
) |
||||
|
Net loss per share - basic and diluted (1) |
$ |
(12.49 |
) |
$ |
(1,632.85 |
) |
||
|
Weighted average common stock outstanding - basic and diluted (1) |
703,048 |
21,395 |
||||||
(1)
The unaudited basic and diluted weighted-average shares of common stock outstanding used in the calculation of unaudited basic and diluted net loss per share for the year ended December 31, 2024 has been prepared to give effect to 1 for 10 reverse stock split effective June 26, 2025.
Selected Condensed Balance Sheet Data:
|
June 30, |
December 31, |
|||||||
|
Amounts in thousands |
2025 |
2024 |
||||||
|
Cash and cash equivalents |
$ |
582 |
$ |
138 |
||||
|
Working Capital (1) |
(7,250 |
) |
(18,663 |
) |
||||
|
Total Assets |
86,240 |
34,170 |
||||||
|
Total liabilities |
69,966 |
27,055 |
||||||
|
Accumulated deficit |
(211,963 |
) |
(202,586 |
) |
||||
|
Total stockholders' equity |
16,274 |
7,115 |
||||||
(1) Working capital is defined as current assets less current liabilities.
Selected Historical Consolidated Financial Data of Wattbike (Holdings) Limited
The consolidated balance sheet data as of June 30, 2025 and statement of operations data for the six months ended June 30, 2025, have been derived from Wattbike Holdings Limited ("Wattbike") unaudited condensed consolidated financial statements included as Exhibit 99.3 to this Current Report on Form 8-K/A. The consolidated statement of operations data for the year ended September 30, 2024 and balance sheet data as of September 30, 2024, have been derived from Wattbike's audited consolidated financial statements included as Exhibit 99.2 to this Current Report on Form 8-K/A. You should read the following selected financial data together with Wattbike's consolidated financial statements and related notes included as Exhibit 99.2 and Exhibit 99.3 to this Current Report on Form 8-K/A.
Wattbike historical results are not necessarily indicative of results that should be expected for any future period.
Historical Consolidated Financial Statements of Wattbike (Holdings) Limited
|
Six-month ended June 30, 2025 |
Year ended September 30, 2024 |
|||||
|
Sales |
9,203 |
15,907 |
||||
|
Cost of sales |
5,299 |
10,567 |
||||
|
Gross profit |
3,904 |
5,340 |
||||
|
Operating expenses |
||||||
|
Research and development |
190 |
502 |
||||
|
Sales and marketing |
1,831 |
1,976 |
||||
|
General and administrative |
2,892 |
7,238 |
||||
|
Total operating expense |
4,913 |
9,716 |
||||
|
Operating loss |
(1,009 |
) |
(4,376 |
) |
||
|
Other expenses |
||||||
|
Interest expense |
1,537 |
1,687 |
||||
|
Loss before income taxes |
(2,546 |
) |
(6,063 |
) |
||
|
Income tax expense |
- |
5 |
||||
|
Net loss |
(2,546 |
) |
(6,068 |
) |
||
Selected Condensed Balance Sheet Data:
|
June 30, |
September 30, |
|||||||
|
Amounts in thousands |
2025 |
2024 |
||||||
|
Cash and cash equivalents |
$ |
727 |
$ |
1,022 |
||||
|
Working Capital (1) |
(2,177 |
) |
(1,590 |
) |
||||
|
Total Assets |
6,238 |
7,231 |
||||||
|
Total liabilities |
25,365 |
23,834 |
||||||
|
Accumulated deficit |
(30,679 |
) |
(27,577 |
) |
||||
|
Total stockholders' deficit |
(19,127 |
) |
(16,603 |
) |
||||
(1) Working capital is defined as current assets less current liabilities.
The Acquisition
On July 1, 2025 (the "Closing"), the Company completed the acquisition of all of the outstanding equity interests of Wattbike, pursuant to the Agreement for the Sale and Purchase of the Entire Issued Share Capital and Loan Notes of Wattbike Holdings Limited (the "Wattbike Agreement") entered into on April 8, 2025 (the "Acquisition"). The aggregate purchase price for the Acquisition was $4.0 million, which consisted of the issuance of 1.3 million convertible Series E Preferred Stock (the "Series E Convertible Preferred Stock") with an aggregate fair value of $2.6 million, effective settlement of preexisting relationships of $0.4 million, bridge financing of $0.8 million, contingent consideration of $0.2 million, and cash consideration of $1.37.
The following unaudited pro forma condensed combined financial information presents the financial formation of Interactive and Wattbike after giving effect to the Acquisition. The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.
The following unaudited pro forma condensed combined financial information presents the combination of the historical consolidated financial statements of Interactive and Wattbike and is intended to provide you with information about how the Acquisition might have affected Interactive's historical financial statements.
The unaudited pro forma condensed combined balance sheet as of June 30, 2025 combines the historical balance sheets of Interactive and Wattbike on a pro forma basis as if the Acquisitions had occurred on such date. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025 and year ended December 31, 2024 combines the historical statements of operations of Interactive and Wattbike for such periods on a pro forma basis as if the Acquisitions had been consummated on January 1, 2024. Interactive's fiscal year ends on December 31 and Wattbike's fiscal year ends on September 30. The pro forma condensed combined financial information is presented on the basis of Interactive's fiscal year and combines the historical results of each company's fiscal periods.
Assumptions and estimates underlying the unaudited pro forma adjustments included in the unaudited pro forma condensed combined financial statements are described in the accompanying notes. The unaudited pro forma adjustments are based on available preliminary information and certain assumptions that the Company believes are reasonable under the circumstances.
The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the aforementioned Acquisition had been completed on the dates indicated, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon available preliminary information and certain assumptions that the Company believes are reasonable under the circumstances. Actual results and valuations may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial statements. In addition, the unaudited pro forma condensed combined financial statements do not reflect any revenue enhancements, anticipated synergies, operating efficiencies, or cost savings that may be achieved related to the Acquisition, nor do they reflect any costs or expenditures that may be required to achieve any possible synergies. In addition, the unaudited pro forma condensed combined financial statements are not necessarily indicative of Interactive's results of operations and financial position for any future period. The unaudited pro forma condensed combined financial statements constitute forward-looking information and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated.
The following unaudited pro forma condensed combined financial information gives effect to the following:
•
the Acquisitions, inclusive of the following:
•
reclassification of certain historical financial information of Wattbike to conform to Interactive's presentation of similar assets, liabilities, revenues and expenses;
•
the payment of consideration for the Acquisition, including the issuance of Series E Convertible Preferred Stock, recognition of contingent consideration at fair value and de minimis cash consideration;
•
the preliminary allocation of the estimated purchase price to the acquired assets and assumed liabilities, as well as other estimated adjustments including expense associated with the allocation of the purchase price to the acquired assets (i.e. amortization expense); and
•
the related income tax effects of the pro forma adjustments.
The Acquisition will be accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification ("ASC") Topic 805, Business Combinations ("ASC 805"). Under the acquisition method of accounting, the total estimated purchase price will be allocated to the tangible and intangible assets acquired and liabilities assumed of Wattbike based on a preliminary estimate of their fair value. The preliminary allocation of the estimated purchase price is based upon management's estimates based on information currently available and is subject to revision as a more detailed analysis is completed, additional information on the fair value of the assets and liabilities become available, and final appraisals and analyses are completed. Differences between these preliminary estimates and the final acquisition accounting could occur and these differences could be material. A change in the fair value of the net assets of Wattbike may change the amount of the purchase price allocable to goodwill for such Acquisition and could have a material impact on the accompanying unaudited pro forma condensed combined statements of operations.
The unaudited pro forma condensed combined financial information was derived from and should be read together with the accompanying notes to the unaudited pro forma condensed combined financial information, Interactive's historical consolidated financial statements and accompanying notes and Management's Discussion and Analysis of Financial Condition and Results of Operations included in its annual report on Form 10-K for the year ended December 31, 2024, and interim report on Form 10-Q as of and for the three and six months ended June 30, 2025. The unaudited pro forma condensed combined financial information should also be read together with both Wattbike's historical audited combined statements of operations for the year ended September 30, 2024, and unaudited combined financial statements as of and for the nine months ended June 30, 2025 and the related notes filed as exhibits to this Current Report on Form 8-K/A as Exhibits 99.2, and 99.3, respectively.
INTERACTIVE STRENGTH, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2025
(Amounts in thousands, except per share amounts)
|
Pro Forma |
|||||||||||||||||
|
Interactive |
Watt Bike |
Watt Bike |
|||||||||||||||
|
Strength |
(as reclassified) |
Transaction |
Pro Forma |
||||||||||||||
|
(Historical) |
(Note 2) |
Adjustments |
Notes |
Combined |
|||||||||||||
|
ASSETS |
|||||||||||||||||
|
Current Assets: |
|||||||||||||||||
|
Cash and cash equivalents |
$ |
582 |
727 |
- |
$ |
1,309 |
|||||||||||
|
Restricted cash |
2,250 |
- |
- |
2,250 |
|||||||||||||
|
Accounts receivable, net |
1,761 |
935 |
- |
2,696 |
|||||||||||||
|
Inventories, net |
2,560 |
3,062 |
90 |
4(d) |
5,712 |
||||||||||||
|
Derivative assets |
98 |
- |
- |
98 |
|||||||||||||
|
Vendor deposits |
1,055 |
- |
- |
1,055 |
|||||||||||||
|
Loan receivable |
5,887 |
- |
(1,175 |
) |
4(b) |
4,712 |
|||||||||||
|
Prepaid expenses and other current assets |
763 |
959 |
- |
1,722 |
|||||||||||||
|
Total current assets |
14,956 |
5,683 |
(1,085 |
) |
19,554 |
||||||||||||
|
Property and equipment, net |
66 |
365 |
- |
431 |
|||||||||||||
|
Right-of-use assets |
260 |
190 |
- |
450 |
|||||||||||||
|
Intangible assets, net |
5,277 |
- |
3,295 |
4(c) |
8,572 |
||||||||||||
|
Long-term inventories, net |
3,024 |
- |
- |
3,024 |
|||||||||||||
|
Vendor deposits long term |
1,268 |
- |
- |
1,268 |
|||||||||||||
|
Digital assets |
45,125 |
- |
- |
45,125 |
|||||||||||||
|
Goodwill |
13,220 |
- |
1,145 |
4(g) |
14,365 |
||||||||||||
|
Other assets |
3,044 |
- |
- |
3,044 |
|||||||||||||
|
Total assets |
$ |
86,240 |
6,238 |
3,355 |
$ |
95,833 |
|||||||||||
|
LIABILITIES AND STOCKHOLDER'S EQUITY |
|||||||||||||||||
|
Current Liabilities: |
|||||||||||||||||
|
Accounts payable |
4,667 |
1,688 |
6,355 |
||||||||||||||
|
Accrued expenses and other current liabilities |
6,981 |
2,540 |
149 |
4(b) |
9,670 |
||||||||||||
|
Operating lease liability, current portion |
127 |
126 |
- |
253 |
|||||||||||||
|
Deferred revenue |
62 |
256 |
- |
318 |
|||||||||||||
|
Loan payable |
8,118 |
3,250 |
(1,175 |
) |
4(e) |
10,193 |
|||||||||||
|
Income tax payable |
7 |
- |
- |
7 |
|||||||||||||
|
Derivative liabilities |
383 |
- |
- |
383 |
|||||||||||||
|
Convertible note payable |
1,861 |
- |
- |
1,861 |
|||||||||||||
|
Total current liabilities |
22,206 |
7,860 |
(1,026 |
) |
29,040 |
||||||||||||
|
Operating lease liabilities, net of current portion |
138 |
67 |
- |
205 |
|||||||||||||
|
Other long-term liabilities |
1,878 |
- |
92 |
4(b) |
1,970 |
||||||||||||
|
Warrant liabilities |
590 |
- |
- |
590 |
|||||||||||||
|
Loan payable non-current |
1,498 |
14,955 |
(14,955 |
) |
4(f) |
1,498 |
|||||||||||
|
Convertible note payable, noncurrent |
43,656 |
2,483 |
(2,483 |
) |
4(f) |
43,656 |
|||||||||||
|
Total liabilities |
$ |
69,966 |
25,365 |
(18,372 |
) |
$ |
76,959 |
||||||||||
|
Series E preferred stock, par value $0.0001; 1,300,000 and 0 shares authorized as of June 30, 2025 and December 31, 2024; 0 shares issued and outstanding as of June 30, 2025 and December 31, 2024 respectively. |
- |
- |
2,600 |
4(b) |
2,600 |
||||||||||||
|
Stockholder's equity: |
|||||||||||||||||
|
Series A preferred stock, par value $0.0001; 10,000,000 shares authorized as of June 30, 2025 and December 31, 2024; 4,799,867 and 4,658,737 shares issued and outstanding as of June 30, 2025 and December 31, 2024 respectively. |
1 |
- |
- |
1 |
|||||||||||||
|
Series B preferred stock, par value $0.0001; 1,500,000 shares authorized as of June 30, 2025 and December 31, 2024; 408,775 and 1,500,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024 respectively. |
- |
- |
- |
- |
|||||||||||||
|
Series C preferred stock, par value $0.0001; 5,000,000 shares authorized as of June 30, 2025 and December 31, 2024; 1,210,155 and 2,861,128 shares issued and outstanding as of June 30, 2025 and December 31, 2024 respectively. |
1 |
- |
- |
1 |
|||||||||||||
|
Common stock, par value $0.0001; 900,000,000 shares authorized as of June 30, 2025 and December 31, 2024; 1,409,044 and 140,210 shares issued and outstanding as of June 30, 2025 and December 31, 2024 respectively. |
10 |
- |
- |
10 |
|||||||||||||
|
Additional paid-in capital |
227,998 |
- |
- |
227,998 |
|||||||||||||
|
Accumulated other comprehensive income |
227 |
- |
- |
227 |
|||||||||||||
|
Accumulated deficit |
(211,963 |
) |
- |
- |
(211,963 |
) |
|||||||||||
|
Historical Wattbike equity |
(19,127 |
) |
19,127 |
4(a) |
- |
||||||||||||
|
Total stockholders' equity |
16,274 |
(19,127 |
) |
19,127 |
16,274 |
||||||||||||
|
Total liabilities, preferred stock and stockholders' equity |
$ |
86,240 |
6,238 |
3,355 |
95,833 |
||||||||||||
See Notes to Unaudited Pro Forma Condensed Combined Financial Information
INTERACTIVE STRENGTH, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2025
(Amounts in thousands, except per share amounts)
|
Pro Forma |
||||||||||||||||||
|
Interactive Strength Historical |
Wattbike Historical |
Transaction Accounting Adjustments |
Notes |
Pro Forma Combined |
||||||||||||||
|
Revenue: |
||||||||||||||||||
|
Fitness product revenue |
$ |
1,988 |
$ |
9,203 |
$ |
- |
$ |
11,191 |
||||||||||
|
Membership revenue |
340 |
- |
- |
340 |
||||||||||||||
|
Training revenue |
248 |
- |
- |
248 |
||||||||||||||
|
Total revenue |
2,576 |
9,203 |
- |
11,779 |
||||||||||||||
|
Cost of revenue: |
||||||||||||||||||
|
Cost of fitness product revenue |
(1,613 |
) |
(5,299 |
) |
(96 |
) |
5(a) |
(7,008 |
) |
|||||||||
|
Cost of membership |
(843 |
) |
- |
- |
(843 |
) |
||||||||||||
|
Cost of training |
(617 |
) |
- |
- |
(617 |
) |
||||||||||||
|
Total cost of revenue |
(3,073 |
) |
(5,299 |
) |
(96 |
) |
(8,468 |
) |
||||||||||
|
Gross profit (loss) |
(497 |
) |
3,904 |
(96 |
) |
3,311 |
||||||||||||
|
Operating expenses: |
||||||||||||||||||
|
Research and development |
2,050 |
190 |
- |
2,240 |
||||||||||||||
|
Sales and marketing |
461 |
1,831 |
143 |
5(a) |
2,435 |
|||||||||||||
|
General and administrative |
9,126 |
2,892 |
327 |
5(c) |
12,345 |
|||||||||||||
|
Total operating expenses |
11,637 |
4,913 |
470 |
17,020 |
||||||||||||||
|
Loss from operations |
(12,134 |
) |
(1,009 |
) |
(566 |
) |
(13,709 |
) |
||||||||||
|
Other income (expense), net: |
||||||||||||||||||
|
Other income (expense), net |
(1,038 |
) |
- |
- |
(1,038 |
) |
||||||||||||
|
Interest expense |
(6,254 |
) |
(1,537 |
) |
- |
(7,791 |
) |
|||||||||||
|
Interest income |
387 |
- |
- |
387 |
||||||||||||||
|
Gain (loss) upon extinguishment of debt and accounts payable |
4,459 |
- |
- |
4,459 |
||||||||||||||
|
Change in fair value of convertible notes |
6,629 |
- |
- |
6,629 |
||||||||||||||
|
Change in fair value of derivatives |
(1,949 |
) |
- |
- |
(1,949 |
) |
||||||||||||
|
Change in fair value of digital assets |
125 |
- |
- |
125 |
||||||||||||||
|
Change in fair value of warrants |
993 |
- |
- |
993 |
||||||||||||||
|
Total other income (expense), net |
3,352 |
(1,537 |
) |
- |
1,815 |
|||||||||||||
|
Loss before provision for income taxes |
(8,782 |
) |
(2,546 |
) |
(566 |
) |
(11,894 |
) |
||||||||||
|
Income tax expense |
- |
- |
- |
5(d) |
- |
|||||||||||||
|
Net loss attributable to common stockholders |
(8,782 |
) |
(2,546 |
) |
(566 |
) |
(11,894 |
) |
||||||||||
|
Net loss per share - basic and diluted |
$ |
(12.49 |
) |
$ |
(16.92 |
) |
||||||||||||
|
Weighted average common stock outstanding - basic and diluted |
703,048 |
703,048 |
||||||||||||||||
See Notes to Unaudited Pro Forma Condensed Combined Financial Information
INTERACTIVE STRENGTH, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2024
(Amounts in thousands, except per share amounts)
|
Pro Forma |
||||||||||||||||||
|
Interactive Strength Historical |
Wattbike Historical |
Transaction Accounting Adjustments |
Notes |
Pro Forma Combined |
||||||||||||||
|
Revenue: |
||||||||||||||||||
|
Fitness product revenue |
$ |
3,973 |
$ |
15,907 |
$ |
- |
$ |
19,880 |
||||||||||
|
Membership revenue |
783 |
- |
- |
783 |
||||||||||||||
|
Training revenue |
624 |
- |
- |
624 |
||||||||||||||
|
Total revenue |
5,380 |
15,907 |
- |
21,287 |
||||||||||||||
|
Cost of revenue: |
||||||||||||||||||
|
Cost of fitness product revenue |
(3,798 |
) |
(10,567 |
) |
(282 |
) |
5(a) 5(b) |
(14,647 |
) |
|||||||||
|
Cost of membership |
(3,318 |
) |
- |
- |
(3,318 |
) |
||||||||||||
|
Cost of training |
(1,042 |
) |
- |
- |
(1,042 |
) |
||||||||||||
|
Total cost of revenue |
(8,158 |
) |
(10,567 |
) |
(282 |
) |
(19,007 |
) |
||||||||||
|
Gross profit (loss) |
(2,778 |
) |
5,340 |
(282 |
) |
2,280 |
||||||||||||
|
Operating expenses: |
||||||||||||||||||
|
Research and development |
6,988 |
502 |
- |
7,490 |
||||||||||||||
|
Sales and marketing |
1,080 |
1,976 |
286 |
5(a) |
3,342 |
|||||||||||||
|
General and administrative |
18,339 |
7,238 |
327 |
5(c) |
25,904 |
|||||||||||||
|
Total operating expenses |
26,407 |
9,716 |
613 |
36,736 |
||||||||||||||
|
Loss from operations |
(29,185 |
) |
(4,376 |
) |
(895 |
) |
(34,456 |
) |
||||||||||
|
Other income (expense), net: |
||||||||||||||||||
|
Other income (expense), net |
(956 |
) |
(1,687 |
) |
- |
(2,643 |
) |
|||||||||||
|
Interest expense |
(7,727 |
) |
- |
- |
(7,727 |
) |
||||||||||||
|
Gain (loss) upon extinguishment of debt and accounts payable |
(1,527 |
) |
- |
- |
(1,527 |
) |
||||||||||||
|
Loss on issuance of warrants |
(5,551 |
) |
- |
- |
(5,551 |
) |
||||||||||||
|
Change in fair value of convertible notes |
(128 |
) |
- |
- |
(128 |
) |
||||||||||||
|
Change in fair value of earnout |
1,300 |
- |
- |
1,300 |
||||||||||||||
|
Change in fair value of derivatives |
(460 |
) |
- |
- |
(460 |
) |
||||||||||||
|
Change in fair value of warrants |
9,300 |
- |
- |
9,300 |
||||||||||||||
|
Total other income (expense), net |
(5,749 |
) |
(1,687 |
) |
- |
(7,436 |
) |
|||||||||||
|
Loss before provision for income taxes |
(34,934 |
) |
(6,063 |
) |
(895 |
) |
(41,892 |
) |
||||||||||
|
Income tax expense |
- |
5 |
- |
5(d) |
5 |
|||||||||||||
|
Net loss attributable to common stockholders |
(34,934 |
) |
(6,068 |
) |
(895 |
) |
(41,897 |
) |
||||||||||
|
Net loss per share - basic and diluted (1) |
$ |
(1,632.85 |
) |
$ |
(1,958.30 |
) |
||||||||||||
|
Weighted average common stock outstanding - basic and diluted (1) |
21,395 |
21,395 |
||||||||||||||||
(1)
The unaudited pro forma basic and diluted weighted-average shares of common stock outstanding used in the calculation of unaudited pro forma basic and diluted net loss per share for the year ended December 31, 2024 has been prepared to give effect to 1 for 10 reverse stock split effective June 26, 2025.
See Notes to Unaudited Pro Forma Condensed Combined Financial Information
INTERACTIVE STRENGTH INC.
UNAUDITED NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
1.
Basis of Presentation
The unaudited pro forma condensed combined financial information has been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and Article 11 of Regulation S-X. The accompanying pro forma financial information is based on the historical consolidated financial statements of Interactive and the historical consolidated financial statements of Wattbike after giving effect to the Acquisition, as well as certain reclassifications (see Note 2).
The pro forma financial information was prepared using the acquisition method of accounting in accordance with ASC 805 with the Company as the acquirer of Wattbike. Under the acquisition method of accounting, the Company will record the preliminary estimated fair value of assets acquired and liabilities assumed from Wattbike upon acquisition date, July 1, 2025. Fair value is defined in ASC 820, Fair Value Measurements and Disclosures ("ASC 820") as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date." Fair value measurements can be highly subjective, and it is possible the application of reasonable judgment could result in different assumptions resulting in a range of alternative estimates using the same facts and circumstances. The preliminary allocation of the estimated purchase price is based upon management's estimates based on information currently available and is subject to revision as a more detailed analysis is completed and as additional information on the fair value of the assets and liabilities become available and final appraisals and analysis are completed. The Company is still evaluating the fair value of intangible assets and income taxes, in addition to ensuring all other assets and liabilities and contingencies have been identified and recorded. Differences between these preliminary estimates and the final acquisition accounting could occur and these differences could be material. A change in the fair value of the net assets of Wattbike may change the amount of the purchase price allocable to goodwill, and could have a material impact on the accompanying unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined balance sheet as of June 30, 2025 combines the historical balance sheets of Interactive and Wattbike on a pro forma basis, as if the Acquisition had occurred on such date. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025 combines the historical statements of operations of Interactive and Wattbike for such periods on a pro forma basis as if the Acquisition had been consummated on January 1, 2024, the beginning of the earliest period presented. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024, combines the historical statement of operations for each fiscal year of Interactive and Wattbike, for the year ended December 31, 2024 and September 30, 2024, respectively, as permitted by Rule 11-02(c)(3) of Regulation S-X, which allows the combination of financial information for companies if their fiscal years end within one fiscal quarter of each other. To comply with SEC rules and regulations for companies with different fiscal year ends, the pro forma condensed combined financial information has been prepared utilizing periods that differ by less than one fiscal quarter.
The unaudited pro forma condensed combined balance sheet as of June 30, 2025 and unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025, has been prepared using, and should be read in conjunction with, the following:
•
Interactive's unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2025 and the related notes as included in Interactive's interim report on Form 10-Q for the six months ended June 30, 2025, as filed with the SEC on August 14, 2025; and
•
Wattbike's unaudited condensed combined financial statements as of and for the nine months ended June 30, 2025 and the related notes as filed as an exhibit to this to this Current Report on Form 8-K/A; and.
•
Wattbike's unaudited condensed combined financial statement data for the three months ended December 31, 2024 was omitted. The revenues and net loss for this omitted period were $3.8 million and $0.6 million, respectively.
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 has been prepared using, and should be read in conjunction with, the following:
•
Interactive's audited consolidated statement of operations for the year ended December 31, 2024 and the related notes included in Interactive's annual report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 31, 2025;
•
Wattbike's audited consolidated statement of operations for the fiscal year ended September 30, 2024 and the related notes filed as an exhibit to this to this Current Report on Form 8-K/A.
The foregoing historical financial statements have been prepared in accordance with GAAP. The unaudited pro forma condensed combined financial information has been prepared based on the aforementioned historical financial statements and the assumptions and adjustments as described in the notes to the unaudited pro forma condensed combined financial information. Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.
The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations would have been had the Acquisition taken place on the date indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. The unaudited pro forma condensed combined financial information does not give effect to any synergies, operating efficiencies, tax savings or cost savings that may be associated with the Acquisition.
2.
Accounting Policies and Reclassifications
During the preparation of the unaudited pro forma condensed combined financial information, Interactive performed a preliminary analysis to identify differences in Interactive's and the Wattbike's historical financial statement presentation and significant accounting policies. Based on its initial analysis, Interactive did not identify any differences in accounting policies that would have a material impact on the unaudited pro forma condensed combined financial information. However, certain reclassification adjustments have been made to conform the Wattbike historical financial statement captions to Interactive's financial statement captions in the unaudited pro forma condensed combined financial statements.
Following the completion of the Acquisition, or as more information becomes available, Interactive will finalize its comprehensive review of financial statement presentation and accounting policies. Therefore, the pro forma financial information may not reflect all reclassifications necessary to conform the Wattbike presentation to that of Interactive due to limitations on the availability of information as of the date of this Current Report on Form 8-K/A. Accounting policy differences and additional reclassification adjustments may be identified as more information becomes available.
Foreign currency translation
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each year end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
The following sets forth the reclassification adjustments made to conform the Wattbike presentation to Interactive's presentation in the unaudited pro forma condensed combined balance sheet as of June 30, 2025 (in thousands):
|
Historical |
||||||||||||||
|
Wattbike caption |
Interactive caption |
Wattbike as Reported |
Reclassification Adjustment |
Wattbike as Reclassified |
||||||||||
|
ASSETS |
ASSETS |
|||||||||||||
|
Current Assets: |
Current Assets: |
|||||||||||||
|
Cash and cash equivalents |
Cash and cash equivalents |
727 |
727 |
|||||||||||
|
Accounts receivable, net |
Accounts receivable, net |
935 |
935 |
|||||||||||
|
Inventories, net |
Inventories, net |
3,062 |
3,062 |
|||||||||||
|
Derivative assets |
- |
- |
||||||||||||
|
Vendor deposits |
- |
- |
||||||||||||
|
Loan receivable |
- |
- |
||||||||||||
|
Prepaid expenses |
Prepaid expenses and other current assets |
217 |
742 |
959 |
||||||||||
|
Other current assets |
742 |
(742 |
) |
- |
||||||||||
|
Total current assets |
Total current assets |
5,683 |
5,683 |
|||||||||||
|
Property and equipment, net |
Property and equipment, net |
365 |
365 |
|||||||||||
|
Right-of-use assets |
Right-of-use assets |
190 |
190 |
|||||||||||
|
Intangible assets, net |
- |
- |
||||||||||||
|
Long-term inventories, net |
- |
- |
||||||||||||
|
Vendor deposits long term |
- |
- |
||||||||||||
|
Goodwill |
- |
- |
||||||||||||
|
Other assets |
- |
- |
||||||||||||
|
Total assets |
Total assets |
6,238 |
6,238 |
|||||||||||
|
LIABILITIES |
LIABILITIES |
|||||||||||||
|
Current Liabilities: |
Current Liabilities: |
|||||||||||||
|
Accounts payable |
Accounts payable |
2,863 |
(1,175 |
) |
1,688 |
|||||||||
|
Accrued expenses and other payable |
Accrued expenses and other current liabilities |
2,796 |
(256 |
) |
2,540 |
|||||||||
|
Current portion of operating lease liability |
Operating lease liability, current portion |
126 |
126 |
|||||||||||
|
Deferred revenue |
- |
256 |
256 |
|||||||||||
|
Loan payable |
- |
3,250 |
3,250 |
|||||||||||
|
Income tax payable |
- |
- |
||||||||||||
|
Short-term debt |
2,075 |
(2,075 |
) |
- |
||||||||||
|
Derivative liabilities |
- |
- |
||||||||||||
|
Other current liabilities |
Convertible note payable |
- |
- |
|||||||||||
|
Total current liabilities |
Total current liabilities |
7,860 |
7,860 |
|||||||||||
|
Operating lease liabilities, net of current portion |
Operating lease liabilities, net of current portion |
67 |
67 |
|||||||||||
|
Warrant liabilities |
- |
- |
||||||||||||
|
Other long-term liabilities |
- |
- |
- |
|||||||||||
|
Other payable - related parties, non-current |
6,073 |
(6,073 |
) |
- |
||||||||||
|
Notes payable - related parties, non-current |
11,365 |
(11,365 |
) |
- |
||||||||||
|
Loan payable non current |
14,955 |
14,955 |
||||||||||||
|
Convertible note payable, noncurrent |
- |
2,483 |
2,483 |
|||||||||||
|
Total liabilities |
Total liabilities |
25,365 |
25,365 |
|||||||||||
The following sets forth the reclassification adjustments made to conform the Wattbike presentation to Interactive's presentation in the unaudited pro forma statement of income for the year ended September 30, 2024 (in thousands):
|
For the Twelve Months Ended September 30, 2024 |
||||||||||||||||
|
Wattbike caption |
Interactive caption |
Wattbike |
Reclassifications |
Note |
Wattbike as Reclassified |
|||||||||||
|
Revenue: |
Revenue: |
|||||||||||||||
|
Sales |
$ |
15,907 |
$ |
(15,907 |
) |
$ |
- |
|||||||||
|
Fitness product revenue |
15,907 |
15,907 |
||||||||||||||
|
Membership revenue |
- |
|||||||||||||||
|
Training revenue |
- |
|||||||||||||||
|
Total revenue |
15,907 |
15,907 |
||||||||||||||
|
Cost of revenue: |
||||||||||||||||
|
Cost of sales |
10,567 |
(10,567 |
) |
- |
||||||||||||
|
Cost of fitness product revenue |
10,567 |
10,567 |
||||||||||||||
|
Cost of membership |
- |
|||||||||||||||
|
Cost of training |
- |
|||||||||||||||
|
Total cost of revenue |
10,567 |
10,567 |
||||||||||||||
|
Gross profit (loss) |
Gross profit (loss) |
5,340 |
5,340 |
|||||||||||||
|
Operating expenses: |
Operating expenses: |
|||||||||||||||
|
Research and development |
Research and development |
502 |
502 |
|||||||||||||
|
Sales and marketing |
Sales and marketing |
1,976 |
1,976 |
|||||||||||||
|
General and administrative |
General and administrative |
7,238 |
7,238 |
|||||||||||||
|
Total operating expenses |
Total operating expenses |
9,716 |
9,716 |
|||||||||||||
|
Loss from operations |
Loss from operations |
(4,376 |
) |
(4,376 |
) |
|||||||||||
|
Other income (expense), net: |
Other income (expense), net: |
|||||||||||||||
|
Other income (expense), net |
||||||||||||||||
|
Interest expense |
Interest expense |
1,687 |
1,687 |
|||||||||||||
|
Interest income |
- |
|||||||||||||||
|
Gain (loss) upon extinguishment of debt and accounts payable |
- |
|||||||||||||||
|
Loss on issuance of warrants |
- |
|||||||||||||||
|
Change in fair value of convertible notes |
- |
|||||||||||||||
|
Change in fair value of earnout |
- |
|||||||||||||||
|
Change in fair value of derivatives |
- |
|||||||||||||||
|
Change in fair value of digital assets |
- |
|||||||||||||||
|
Change in fair value of warrants |
- |
|||||||||||||||
|
Total other income (expense), net |
Total other income (expense), net |
1,687 |
1,687 |
|||||||||||||
|
Loss before provision for income taxes |
Loss before provision for income taxes |
(6,063 |
) |
(6,063 |
) |
|||||||||||
|
Income tax benefit (expense) |
Income tax expense |
5 |
5 |
|||||||||||||
|
Net loss attributable to common stockholders |
Net loss attributable to common stockholders |
(6,068 |
) |
(6,068 |
) |
|||||||||||
The following sets forth the reclassification adjustments made to conform the Wattbike presentation to Interactive's presentation in the unaudited pro forma statement of income for the six months ended June 30, 2025 (in thousands):
|
For the Six Months Ended June 30, 2025 |
||||||||||||||
|
Wattbike caption |
Interactive caption |
Wattbike |
Reclassifications |
Wattbike as Reclassified |
||||||||||
|
Revenue: |
Revenue: |
|||||||||||||
|
Sales |
9,203 |
(9,203 |
) |
- |
||||||||||
|
Fitness product revenue |
9,203 |
9,203 |
||||||||||||
|
Membership revenue |
- |
|||||||||||||
|
Training revenue |
- |
|||||||||||||
|
Total revenue |
9,203 |
9,203 |
||||||||||||
|
Cost of revenue: |
||||||||||||||
|
Cost of sales |
5,299 |
(5,299 |
) |
- |
||||||||||
|
Cost of fitness product revenue |
5,299 |
5,299 |
||||||||||||
|
Cost of membership |
- |
|||||||||||||
|
Cost of training |
- |
|||||||||||||
|
Total cost of revenue |
5,299 |
5,299 |
||||||||||||
|
Gross profit (loss) |
Gross profit (loss) |
3,904 |
3,904 |
|||||||||||
|
Operating expenses: |
Operating expenses: |
|||||||||||||
|
Research and development |
Research and development |
190 |
190 |
|||||||||||
|
Sales and marketing |
Sales and marketing |
1,831 |
1,831 |
|||||||||||
|
General and administrative |
General and administrative |
2,892 |
2,892 |
|||||||||||
|
Total operating expenses |
Total operating expenses |
4,913 |
4,913 |
|||||||||||
|
Loss from operations |
Loss from operations |
(1,009 |
) |
(1,009 |
) |
|||||||||
|
Other income (expense), net: |
Other income (expense), net: |
|||||||||||||
|
Other income (expense), net |
- |
|||||||||||||
|
Interest expense |
Interest expense |
1,537 |
1,537 |
|||||||||||
|
Interest income |
- |
|||||||||||||
|
Gain (loss) upon extinguishment of debt and accounts payable |
- |
|||||||||||||
|
Loss on issuance of warrants |
- |
|||||||||||||
|
Change in fair value of convertible notes |
- |
|||||||||||||
|
Change in fair value of earnout |
- |
|||||||||||||
|
Change in fair value of derivatives |
- |
|||||||||||||
|
Change in fair value of digital assets |
- |
|||||||||||||
|
Change in fair value of warrants |
- |
|||||||||||||
|
Total other income (expense), net |
Total other income (expense), net |
1,537 |
1,537 |
|||||||||||
|
Loss before provision for income taxes |
Loss before provision for income taxes |
(2,546 |
) |
(2,546 |
) |
|||||||||
|
Income tax benefit (expense) |
Income tax expense |
- |
- |
|||||||||||
|
Net loss attributable to common stockholders |
Net loss attributable to common stockholders |
(2,546 |
) |
(2,546 |
) |
|||||||||
3.
Preliminary Consideration and Fair Value Estimate of Assets Acquired and Liabilities Assumed
Interactive will account for the Acquisition as a business combination in accordance with GAAP. Accordingly, for purposes of preparing the unaudited pro forma condensed combined financial information, the estimated purchase price attributable to the Acquisition has been allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. Upon the closing of the Acquisition, Interactive paid aggregate consideration of $4.0 million, primarily consisting of $2.6 million of Interactive's Series E Preferred Stock, effective settlement of preexisting relationships of $0.4 million, bridge financing of $0.8 million and contingent consideration of $0.2 million. The estimated purchase consideration is preliminary and subject to additional customary adjustments.
The following table sets forth the preliminary allocation of the estimated purchase price to the tangible and intangible assets acquired and liabilities assumed based on a preliminary estimate of the fair values, as if the Acquisition had been completed on June 30, 2025 (in thousands):
|
As of June 30, 2025 |
|||
|
Estimated fair value of consideration transferred |
$ |
4,016 |
|
|
Estimated fair value of assets acquired and liabilities assumed |
|||
|
Cash & cash equivalents |
727 |
||
|
Accounts receivable |
935 |
||
|
Inventory |
3,152 |
||
|
Prepaid expenses |
217 |
||
|
Other current assets |
742 |
||
|
Property and equipment, net |
365 |
||
|
Right of use asset |
190 |
||
|
Intangible assets |
3,295 |
||
|
Accounts payable |
(1,688 |
) |
|
|
Accrued expenses and other payables |
(2,796 |
) |
|
|
Short-term debt |
(2,075 |
) |
|
|
Current portion of operating lease liability |
(126 |
) |
|
|
Operating lease liabilities, net of current portion |
(67 |
) |
|
|
Total estimated fair value of net assets acquired |
2,871 |
||
|
Estimated goodwill |
$ |
1,145 |
|
The pro forma purchase price allocation is preliminary and the estimated fair value of the assets acquired and liabilities assumed are based upon available information and certain assumptions. The final determination of the purchase price allocation will be completed as soon as practicable and will be based on the fair value of the assets acquired and liabilities assumed as of the closing date. Accordingly, the pro forma purchase price allocation is subject to revision as a more detailed analysis is completed and additional information on the fair value of the assets and liabilities become available, including receipt of final appraisals of the net assets acquired. A change in the fair value of the net assets may change the amount of purchase price allocable to the goodwill, and could have a material impact on the amount of expense included in the accompanying unaudited pro forma condensed combined statements of income.
4.
Adjustments to unaudited pro forma condensed combined balance sheet
The following pro forma adjustments are included in the unaudited pro forma condensed combined balance sheet as of June 30, 2025:
4(a) Reflects the elimination of Wattbike's historical equity balances, including various classes of preferred and ordinary shares, additional paid-in capital, accumulated other comprehensive income, and accumulated deficit, which historical amounts are presented in one line item, "Historical Wattbike equity" on the unaudited pro forma condensed combined balance sheet as of June 30, 2025.
4(b) Reflects the estimated total preliminary consideration for the Acquisition of approximately $4.0 million, comprised of $2.6 million paid in Series E Preferred Stock, the effective settlement of certain preexisting relationships and bridge financing previously recorded as a loan receivable by Interactive of $1.2 million and the contingent consideration fair value of $0.2 million.
4(c) Reflects an adjustment to recognize the estimated fair value of the identifiable intangible assets acquired in the Acquisition. The preliminary estimated fair value and the useful life of the intangible assets is as follows (in thousands):
|
Estimated amortization expense |
||||||||||||||||
|
Estimated fair value |
Estimated useful life (years) |
For the year ended December 31, 2024 |
For the six months ended June 30, 2025 |
|||||||||||||
|
Developed technology - hardware |
$ |
961 |
7 |
$ |
137 |
$ |
69 |
|||||||||
|
Developed technology - software |
275 |
5 |
55 |
28 |
||||||||||||
|
Customer-related intangible - B2B |
1,373 |
8 |
172 |
86 |
||||||||||||
|
Customer-related intangible - DTC |
137 |
3 |
46 |
23 |
||||||||||||
|
Trademarks and trade name |
549 |
8 |
69 |
34 |
||||||||||||
|
Total estimated fair value of acquired intangible assets |
$ |
3,295 |
$ |
478 |
$ |
240 |
||||||||||
The preliminary fair value of the developed technology - hardware, customer-related intangible - Business to Business ("B2B"), customer-related intangible - Direct to Customer ("DTC"), and trademarks and tradenames was estimated using the income approach. The income approach converts future expected cash flows to a discounted amount. The fair value measurement is determined on the basis of the value indicated by current market expectations about such future amounts.
The preliminary fair value of the developed technology - software was estimated using the cost approach, a cost approach that estimates the fair value of an intangible asset based on the estimated costs that would be required currently to replace the service capacity of an asset. This method considers the direct and indirect costs required to develop the asset, as well as adjustments for factors such as obsolescence to arrive at an indication of value.
4(d) Reflects an adjustment to increase the value of Wattbike's inventory to its estimated fair value. The inventory was valued using the top-down method, which starts with the inventory's estimated selling price, adjusting for costs to sell and an approximate normalized profit.
4(e) Reflects elimination of intercompany loan from Interactive to Wattbike for bridge financing of $0.8 million and the effective settlement of the preexisting relationships of $0.4 million.
4(f) Reflects an adjustment to the loan notes which Interactive acquired from a 3rd party as a result of the Acquisition and the issuance of Series E Preferred Stock to the loan note holders. The loan notes are still outstanding and are an intercompany loan due from Wattbike to Interactive and eliminated in consolidation.
4(g) Reflects a net adjustment to recognize the preliminary estimated goodwill expected to arise from the Acquisition. See Note 3 for significant estimates and assumptions used to determine the preliminary estimate of goodwill for the purpose of preparing the unaudited pro forma condensed combined financial information.
5.
Adjustments to unaudited pro forma condensed combined statements of income
The following pro forma adjustments are included in the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024 and the six months ended June 30, 2025:
5(a) Reflects the estimated amortization expense resulting from the Acquisition related to the acquired finite-lived intangible assets, which is calculated assuming a straight-line method of amortization based on the preliminary estimated fair values and useful lives presented in Note 4(c) above
The amount of amortization expense will ultimately be based on the periods in which the associated economic benefits are expected to be derived and the pattern of benefit for each intangible asset, and therefore, the amount reported after the Acquisition may differ significantly between periods based upon the final values assigned and amortization methodology used for each asset.
A 10% increase or decrease in the estimated fair value of the intangible assets would cause an increase or decrease of $0.5 million and $0.2 million to the amortization amounts as presented in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 and the six months ended June 30, 2025, respectively, assuming the estimated useful lives presented above.
5(b) Reflects an adjustment to record the estimated incremental cost of fitness product revenue related to the fair value adjustment of acquired inventory for the year ended December 31, 2024, as discussed at Note 4(d). The unaudited pro forma condensed combined statement of operations assumes all acquired inventory is sold within the first 12 months following the acquisition. As such, there is no pro forma adjustment related to cost of revenue reflected in the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025.
5(c) Reflects a non-recurring adjustment to record the estimated transaction costs of approximately $0.32 million incurred by Interactive after June 30, 2025. Direct transaction costs are expensed as incurred and these additional transaction costs are reflected as if incurred on January 1, 2024, the beginning of the earliest period presented. Transaction costs of nil and $0.06 million are reflected in Interactive's historical statements of income for the year ended December 31, 2024 and six months ended June 30, 2025, respectively.
5(d) The Company has not reflected any estimated income tax impact related to the Acquisition in the accompanying unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 and the six months ended June 30, 2025 because it does not anticipate the impact to be material due to the Company's history of losses and it's full valuation allowance maintained against net deferred tax assets.
6.
Loss per Share
Pro forma basic and diluted loss per share has been adjusted to reflect the pro forma adjustments herein for the six months ended June 30, 2025 and the year ended December 31, 2024. The following table sets forth the computation of pro forma combined basic and diluted net loss per share (in thousands, except share and per share amounts):
|
For the Year Ended December 31, 2024 |
For the Six Months Ended June 30, 2025 |
||||||
|
Pro forma net loss attributable to Interactive Strength, Inc. |
(41,897 |
) |
(11,894 |
) |
|||
|
Interactive historical weighted-average shares of common stock outstanding - basic and diluted |
21,395 |
703,048 |
|||||
|
Pro forma weighted-average shares of common stock outstanding - basic and diluted |
21,395 |
703,048 |
|||||
|
Pro forma loss per share attributable to Interactive common stockholders |
(1,958.30 |
) |
(16.92 |
) |
|||
Interactive Strength Inc. published this content on September 17, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 17, 2025 at 21:06 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]