FORME (TRNR) Prices 2.84M Share Offering at $1.41/sh

Interactive Strength Inc. (NASDAQ: TRNR) today announced the pricing of a public offering of an aggregate of 2,836,880 shares of its common stock (or common stock equivalents in lieu thereof), Series A-1 warrants to purchase up to 2,836,880 shares of common stock and Series A-2 warrants to purchase up to 2,836,880 shares of common stock (all the warrants, collectively, the "Series Warrants"), at a combined public offering price of $1.41 per share (or per common stock equivalent in lieu thereof) and accompanying Series Warrants. The Series Warrants will have an exercise price of $1.41 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the Series Warrants. The Series A-1 warrants will expire on the five-year anniversary of the initial issuance date. The Series A-2 warrants will expire on the eighteen-month anniversary of the initial issuance date. The closing of the offering is expected to occur on or about July 2, 2024, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The aggregate gross proceeds to the Company from the offering are expected to be approximately $4 million before deducting the placement agent's fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the Series Warrants, if fully exercised on a cash basis, will be approximately $8 million. No assurance can be given that any of the Series Warrants will be exercised. The Company intends to use the net proceeds from this offering for working capital and general corporate purposes.

The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-280410), as amended, which was declared effective by the Securities and Exchange Commission (the "SEC") on July 1, 2024. The offering is being made only by means of a prospectus forming part of the effective registration statement relating to the offering. A preliminary prospectus relating to the offering has been filed with the SEC and is available on the SEC's website at http://www.sec.gov and a final prospectus relating to the offering will be filed with the SEC. Electronic copies of the final prospectus, when available, may be obtained on the SEC's website at http://www.sec.gov and may also be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at [email protected].

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

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