Interactive Strength (TRNR) risk factors, FY2025 10-K

Risks Related to Our Business and Industry

1. 01We have incurred operating and net losses in the past, expect to incur operating and net losses in the future, and may not achieve profitability, or, if we achieve profitability, be able to maintain it in the future24% rewritten
2. 02We have a limited operating history; and our past financial results may not be a reliable indicator of our ability to successfully establish our product and service offerings in the marketplace, or of our future performance, and our revenue growth rate is likely to slow as our business matures
3. 03Our business, financial condition, and results of operations are subject to risks associated with rising interest rates, which could negatively impact our customers’ ability to finance their purchases of our products or to make timely payments and our ability to obtain additional financing
4. 04We have a limited operating history with which to evaluate and predict the profitability of our recurring revenue model and any new revenue models we may introduce in the future may be unsuccessful44% rewritten
5. 05In the past, we have been unable to remain in compliance with certain qualifications required by the Nasdaq Capital Markets in order for the Company’s common stock to remain listed on the NasdaqNew
6. 06If we fail to compete successfully against existing and future competitors, we may fail to obtain a meaningful market share, which in turn would harm our business, financial condition, and results of operations
7. 07Our business may be affected by seasonality90% rewritten
8. 08results in any particular period will not necessarily be indicative of the results to be expected for any future period. Seasonality in our business can also be affected by introductions of new or enhanced products and services, including the costs associated with such introductionsNew
9. 09changes in accounting standards, policies, guidance, interpretations, or principlesNew
10. 10We derive a significant portion of our revenue from sales of Wattbike products, and if sales of these products decline, it could materially and negatively affect our future revenue and results of operationsNew
11. 11disruption to Wattbike's UK-based operations, supply chain, or distribution networkNew
12. 12Our membership revenue is largely dependent on our ability to maintain and grow the Wattbike, CLMBR and FORME subscriber basesNew
13. 13Our results of operations could be adversely affected if we are unable to accurately forecast consumer demand for our products and services and adequately manage our inventory26% rewritten
14. 14If we are unable to sustain competitive pricing levels for our connected fitness hardware products and memberships to the Ergatta, Wattbike, CLMBR and FORME platforms, our business could be adversely affected
15. 15Changes in how we market our products and services could adversely affect our marketing expenses and membership levels
16. 16We may be unable to attract and retain members, which could have an adverse effect on our business and rate of growth
17. 17deteriorating general economic conditions or a change in consumer spending preferences or buying trends
18. 18If we are unable to attract or otherwise access health coaches and personal trainers, and fitness instructors to produce and provide fitness content and services on our platform, our business, financial condition, and results of operations could be harmed
19. 19If we fail to cost-effectively attract, recruit, and retain qualified health coaches, personal trainers, and fitness instructors, our business would be materially and adversely affected
20. 20If we fail to cost-effectively attract new members, or to increase utilization of the Ergatta, Wattbike, CLMBR and FORME platform from existing members, our business, financial condition, and results of operations could be harmed28% rewritten
21. 21Changes to our pricing methodologies or business model could adversely affect our ability to attract or retain members as well as qualified trainers and fitness instructors46% rewritten
22. 22If we are unable to anticipate consumer preferences and successfully develop and introduce new, innovative, and updated products and services in a timely manner or effectively manage the introduction of new or enhanced products and services, our business may be adversely affected21% rewritten
23. 23Our success depends on our ability to develop and maintain the value and reputation of the Ergatta, Wattbike, CLMBR and FORME brands
24. 24We have limited operating experience at our current scale of operations. If we are unable to manage our growth effectively, our brand, company culture, and financial performance may suffer
25. 25If our marketing efforts are not effective, our ability to grow our business and maintain or expand our market share could suffer28% rewritten
26. 26We may adjust or re-allocate our advertising spend across channels, product verticals, and geographic markets to optimize the effectiveness of these activities. We expect to increase advertising spend in future periods to continue driving our growth
27. 27Our products and services may be affected from time to time by design and manufacturing or other defects that could adversely affect our business and result in harm to our reputation
28. 28We may be subject to warranty claims that could result in significant direct or indirect costs, or we could experience greater returns than expected, either of which could have an adverse effect on our business, financial condition, and results of operations
29. 29If we fail to offer high-quality member support, our business and reputation will suffer61% rewritten
30. 30Our growth will depend in part on our ability to develop and expand our strategic and commercial relationships with companies across the fitness, wellness, hospitality, fashion, sports and design industries
31. 31If we fail to obtain and retain high-profile strategic relationships, or if the reputation of any of these parties is impaired, our business may suffer
32. 32We face risks, such as unforeseen costs and potential liability in connection with content we acquire, produce, license and/or distribute through our service

Risks Related to Suppliers, Manufacturers, and Other Ecosystem Partners

1. 33We rely on a limited number of suppliers, manufacturers, and logistics partners for our CLMBR and FORME Studio equipment. A loss of any of these partners could negatively affect our business
2. 34We have limited control over our suppliers, manufacturers, and logistics partners, which may subject us to significant risks, including the potential inability to produce or obtain quality products and services on a timely basis or in sufficient quantity
3. 35insufficient warranties and indemnities on components and parts supplied to or by our manufacturers or in connection with performance by our providers
4. 36Increases in component and equipment costs, long lead times, supply shortages, and supply changes could disrupt our supply chain and negatively impact our business, financial condition, and results of operations44% rewritten
5. 37parts, or the inability to obtain these components or parts from alternate sources at acceptable prices and within a reasonable amount of time, would harm our ability to meet our scheduled deliveries to our membersNew
6. 38Our ability to maintain a sufficient supply of components and raw materials for our products or to adequately control the costs thereof have been, and may be, negatively impacted by global supply chain constraints, which in turn may be impacted by geopolitical events or other factors beyond our control
7. 39We depend on sole source and limited source suppliers for certain components and parts used in the manufacture of our products. If we are unable to source these components on a timely basis, we will not be able to deliver our products to our customers
8. 40Our manufacturing partners and suppliers are located in Taiwan and China, which exposes us to various risks, including due to tensions between Taiwan and mainland China
9. 41Our payments system depends on third-party providers and is subject to evolving laws and regulations
10. 42Any major disruption or failure of our information technology systems or websites, or our failure to successfully implement upgrades and new technologies effectively, could adversely affect our business and operations58% rewritten
11. 43We rely heavily on third parties for most of our computing, storage, processing, and similar services. Any disruption of or interference with our use of these third-party services could have an adverse effect on our business, financial condition, and results of operations
12. 44We face certain risks related to the interaction of our members, trainers, and fitness instructors
13. 45If we experience any adverse change to, loss of, or claim that we do not hold necessary licenses to the music content included in our fitness content or otherwise accessible on our platform, it may have an adverse effect on our business, financial condition, and results of operations91% rewritten
14. 46agreements with and pay royalties to rights holders such as record labels, music publishers, and performing rights organizationsNew
15. 47We are a party to many music license agreements that are complex and impose numerous obligations upon us that may make it difficult to operate our business, and a breach of such agreements could adversely affect our business, financial condition, and results of operations
16. 48comply with certain security and technical specifications70% rewritten
17. 49of the license agreement. To the extent that our estimates underperform relative to our expectations, and our content costs do not exceed such minimum guarantees and advance payments, our margins may be adversely affectedNew
18. 50Our member engagement on mobile devices depends upon effective operation with mobile operating systems, networks, and standards that we do not control
19. 51changes in mobile operating systems, such as iOS and Android, that degrade the functionality of our mobile website or mobile apps or that give preferential treatment to competitive products
20. 52We rely on third parties to drive traffic to our website, and these providers may change their algorithms or pricing in ways that could damage our business, operations, financial condition, and prospects

Risks Related to Our Intellectual Property

1. 53We have in the past, and may in the future, face claims of intellectual property infringement, misappropriation or other violations, which could be time-consuming or costly to defend or settle, result in the loss of significant rights or harm our relationships with our members or reputation in the industry
2. 54pay substantial damages to our members or end-users to discontinue their use of or to replace infringing technology sold to them with non-infringing technology, if available53% rewritten
3. 55rights. Some of our products and technologies are not covered by any patent or patent application, as we do not believe patent protection of these products and technologies is critical to our business strategy at this timeNew
4. 56Patents and Other Registered Intellectual Property69% rewritten
5. 57we will not lose the ability to assert our intellectual property rights against or to license our technologies to others and collect royalties or other payments
6. 58Trade Secrets and Other Unregistered Intellectual Property
7. 59Monitoring Unauthorized Use of Intellectual Property
8. 60determine the enforceability, scope, and validity of the propriety rights of others
9. 61If we encounter disputes or other issues related to the intellectual property we license from or develop with third parties, it could narrow or restrict our ability to use such intellectual property and adversely impact our ability to develop and market our current or new products and services
10. 62We may be involved in lawsuits to protect or enforce our patents or our other intellectual property rights, which could be expensive, time consuming and unsuccessful
11. 63Our use of third-party open source software may pose particular risks to our proprietary software, technologies, products, and services in a manner that could harm our business
12. 64In addition, although some open source vendors provide warranty and support agreements, it is common for such software to be available “as-is” with no warranty, indemnity, or support

Risks Related to Privacy, Cybersecurity, and Infrastructure

1. 65We collect, store, process, and use personal information and other member data, which subjects us to legal obligations and laws and regulations related to security and privacy, and any actual or perceived failure to meet those obligations could harm our business
2. 66Cybersecurity risks could adversely affect our business and disrupt our operations
3. 67A breach of our information technology systems or physical security systems, or any actual or perceived violation of privacy or data protection laws, could harm our reputation, business, financial condition, and results of operations69% rewritten
4. 68cost significant resources to address; expose us to potential liability, regulatory actions, and the loss of business; and impact our results of operations materially. Due to the evolving nature of these security threats, we cannot predict the potential impact of any future incidentNew
5. 69Data privacy and security are subject to frequently changing rules and regulations, and failure to comply with these rules and regulations could materially and adversely harm our reputation, business, financial condition, and results of operations

Risks Related to Financial, Accounting, and Tax Matters

1. 70We may not be able to accurately predict our future capital needs, and we may not be able to obtain additional financing to fund our operations51% rewritten
2. 71personnel and engaging financial consultants to enable the implementation of internal control over financial reporting and segregating duties amongst accounting and finance personnelNew
3. 72If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired44% rewritten
4. 73harmed if we experience problems with any new systems and controls that result in delays in their implementation or increased costs to correct any post-implementation issues that may ariseNew
5. 74the lack of sufficient processes, procedures and precise review needed to ensure the proper accounting for complex transactionsNew
6. 75We may need to incur significant expenditures to address the additional operational and control requirements of our growth, either of which could harm our business, financial condition, and results of operations
7. 76Our ability to use our net operating loss to offset future taxable income may be subject to certain limitations
8. 77Fluctuations in exchange rates between and among the currencies of the countries in which we do business could adversely affect our business, financial condition, and results of operations
9. 78In preparing our consolidated financial statements, we make good faith estimates and judgments that may change or turn out to be erroneous, which could adversely affect our results of operations for the periods in which we revise our estimates or judgments
10. 79Changes to financial accounting standards may affect our results of operations and could cause us to change our business practices32% rewritten
11. 80Changes in our tax rates or exposure to additional tax liabilities or assessments could affect our profitability, and audits by tax authorities could result in additional tax payments
12. 81Tax regulatory authorities may disagree with our positions and conclusions regarding certain tax positions resulting in unanticipated costs or non-realization of expected benefits

Risks Related to Our International Operations

1. 82Our business, financial condition, and results of operations could be adversely affected by worldwide economic conditions, as well as political and economic conditions in the countries in which we conduct business
2. 83These risks could harm our international operations, delay new product releases, increase our operating costs and hinder our ability to grow our operations and business and, consequently, our business, financial condition, and results of operations could suffer
3. 84Expansion of our business internationally exposes us to numerous legal and regulatory requirements and failure to comply with such requirements, including unexpected changes to such requirements, could adversely affect our results of operations
4. 85Enhanced United States fiscal, tax and trade restrictions and executive and legislative actions could adversely affect our business, financial condition, and results of operationsNew
5. 86Tariffs and other trade restrictions may have an adverse impact on our business, operations and financial resultsNew
6. 87Wattbike, which we acquired in July 2025 and which accounted for approximately 71% of our revenue for the year ended December 31, 2025, is headquartered in the United Kingdom. Therefore our business is subject to trade, regulatory, and currency risks that differ from those associated with our US-based operationsNew
7. 88Wattbike's operations are based in the United Kingdom and expose us to distinct legal, regulatory, employment, and operational risks that materially differ from those of our U.S.-based businessesNew

Risks Related to Regulatory Matters

1. 89Our business is subject to a wide range of laws and regulations, many of which are evolving, and failure to comply with such laws and regulations could harm our business, financial condition, and results of operations
2. 90Challenges to independent contractor classification of certain personnel, including content production personnel, may have adverse business, financial, tax, legal, and other consequences to our business
3. 91harm to our reputation and brand
4. 92We are subject to economic sanctions, export control, and similar laws. Non-compliance with such laws can subject us to criminal or civil liability and harm our business, financial condition, and results of operations
5. 93We could be adversely affected by violations of applicable anti-corruption laws or violations of our internal policies designed to ensure ethical business practices
6. 94Changes to U.S. or foreign trade policy, tariff, or similar regulations may have a material adverse effect on our business, financial condition, and results of operations
7. 95Changes in legislation in U.S. and foreign taxation of international business activities or the adoption of other tax reform policies, as well as the application of such laws, could adversely impact our financial position and results of operations
8. 96We and our third-party manufacturers and suppliers are, or could become, subject to environmental, health, and safety laws, which could increase our costs, restrict our operations and require expenditures that could have a material adverse effect on our business, financial condition, and results of operations

Risks Related to Being a Public Company

1. 97We are an emerging growth company and a smaller reporting company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies and smaller reporting companies could make our Common Stock less attractive to investors
2. 98exemptions from the requirements of holding non-binding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved
3. 99We currently intend to take advantage of the available exemptions described above
4. 100Our management team has limited experience managing a public company

Risks Related to Our Common Stock

1. 101Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares and have a depressive effect on the price of the shares of our common stock
2. 102An active trading market for the Common Stock may not develop or be sustained and stockholders may not be able to sell their shares at or above the price paid for such shares, or at all37% rewritten
3. 103Our share price and trading volume have been, and are likely to continue to be, volatile and an active trading market for our Common Stock may not develop or be sustained and stockholders may not be able to sell their shares at or above the price paid for such shares, or at all
4. 104sales of shares of our Common Stock by us or our stockholders, or the perception that such sales may occur; and
5. 105Our focus on delivering a high-quality and engaging member experience may not maximize short-term financial results, which may yield results that conflict with the market’s expectations and could result in our stock price being negatively affected
6. 106If our shares are delisted from Nasdaq and become subject to the penny stock rules, it would become more difficult to trade our shares
7. 107During the year ended December 31, 2025, we issued 8,215 shares of Common Stock and in January and February of 2026 we issued 290,000 shares of Common Stock with an aggregate value of $3.2 million pursuant to an At The Market Offering Agreement with H.C. Wainwright & Co., LLC, dated as of May 17, 2024100% rewritten
8. 108If securities analysts or industry analysts downgrade our Common Stock, publish negative research or reports, or fail to publish reports about our business, our ordinary share price and trading volume could decline
9. 109Our actual results of operations may not meet our guidance and investor expectations, which would likely cause our share price to decline
10. 110We do not expect to declare or pay any dividends on our Common Stock for the foreseeable future
11. 111Certain provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management, and limit the market price of the Common Stock
12. 112require the approval of our board of directors or the holders of at least 66 2/3% of our outstanding shares of capital stock to amend our bylaws and certain provisions of our certificate of incorporation23% rewritten
13. 113or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition, and results of operations and result in a diversion of the time and resources of our management and board of directorsNew
14. 114We face risks related to recession, inflation, weak growth, and other economic conditions47% rewritten
15. 115The ongoing inflationary pressures in the United States could increase our operating costs as well as our manufacturing and component costs, among others, which in turn could negatively affect our business, financial condition, and results of operations
16. 116An economic downturn or economic uncertainty may adversely affect consumer discretionary spending and demand for our products and services
17. 117Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations
18. 118Increasing scrutiny and evolving expectations from customers, partners, regulators, investors, and other stakeholders with respect to our environmental, social and governance practices may impose additional costs on us, expose us to new or additional risks, or harm our reputation
19. 119Climate change may have an adverse impact on our business
20. 120in the event of international acquisitions, risks associated with accounting and business practices or regulatory requirements that are different from applicable U.S. practices and requirements
21. 121We depend on our executive officers and other key employees, and the loss of one or more of these employees or an inability to attract or retain highly skilled employees could adversely affect our business50% rewritten
22. 122Our officers and directors may encounter conflicts of interest involving us and other entities with which they may be affiliated, including matters that involve corporate opportunities
23. 123Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce cash resources
24. 124any breach of a director’s duty of loyalty to the corporation or its stockholders
25. 125Litigation and other legal proceedings may adversely affect our business, financial condition, and results of operations
26. 126Catastrophic events may disrupt our business
27. 127Regulations related to conflict minerals may cause us to incur additional expenses and could limit the supply and increase the costs of certain metals used in the manufacturing of our products