Interactive Strength Inc. (Nasdaq:TRNR) Announces 1-for-10 Reverse Split

Rhea-AI Summary

Interactive Strength (Nasdaq:TRNR) has announced a 1-for-10 reverse stock split effective June 27, 2025. The split will reduce outstanding shares from 13.9 million to approximately 1.4 million. This strategic move aims to maintain compliance with Nasdaq's minimum bid price requirement of $1.00 per share.

The reverse split was approved by stockholders on March 11, 2025, with the final ratio approved by the Board on May 6, 2025. Proportionate adjustments will be made to preferred stock, equity awards, warrants, and equity incentive plans. No fractional shares will be issued, and affected stockholders will receive cash compensation for fractional shares.

Positive

• Strategic move to maintain Nasdaq listing compliance
• Stockholder and Board approved action demonstrates corporate governance
• No action required from most shareholders for the transition

Negative

• Significant reduction in total shares outstanding may impact liquidity
• Stock price has likely fallen below $1.00 to necessitate this action
• Cash payments for fractional shares may result in forced partial liquidation for some shareholders

Insights

Corporate Finance Specialist

TRNR's reverse split aims to boost share price for Nasdaq compliance, reducing outstanding shares by 90% without changing company value.

Interactive Strength (TRNR) has announced a 1-for-10 reverse stock split that will reduce its outstanding shares from 13.9 million to approximately 1.4 million. This corporate action, effective June 27, 2025, is primarily designed to ensure compliance with Nasdaq's minimum bid price requirement of $1.00 per share for continued listing. While reverse splits mathematically increase the stock price by consolidating shares (every 10 shares will become 1), they don't fundamentally change the company's market capitalization or enterprise value.

This move signals potential concern about TRNR's ability to maintain its Nasdaq listing naturally through business performance. Reverse splits are often implemented when companies face prolonged share price deterioration. For TRNR, which mentions pending acquisitions of Sportstech and Wattbike, maintaining Nasdaq listing is crucial for liquidity, institutional investment access, and acquisition financing capability.

Importantly, proportionate adjustments will be made to TRNR's preferred stock, equity awards, warrants, and conversion rates. The company has arranged for fractional shares to be cashed out, eliminating partial share ownership. While this action doesn't directly affect TRNR's fundamental business performance in the specialty fitness equipment market, investor perception often turns cautious following reverse splits, as they're frequently associated with struggling companies trying to maintain exchange listing requirements.

Reverse Split Becomes Effective Friday, June 27, 2025

Shareholder- and Board-Approved Action Reduces Shares Outstanding to 1.4 million from 13.9 million, Expected to Ensure Continued Compliance with Nasdaq Listing Requirements

AUSTIN, TEXAS / ACCESS Newswire / June 25, 2025 / Interactive Strength Inc. (Nasdaq:TRNR) ("TRNR" or "the Company"), maker of innovative specialty fitness equipment under the CLMBR and FORME brands and pending acquirer of Sportstech and Wattbike, today announced that it will conduct a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-10. The reverse stock split will become effective on June 27, 2025, and the Company's common stock will begin trading on a post-split basis at the market open on June 27, 2025, under the Company's existing trading symbol "TRNR", with the new CUSIP number, 45840Y401. The reverse stock split is part of the Company's plan to maintain compliance with the minimum bid price requirement of $1.00 per share required to maintain continued listing on The Nasdaq Capital Market, among other benefits.

The reverse stock split range was approved by the Company's stockholders at the Company's Special Meeting of Stockholders held on March 11, 2025, at the discretion of the Company's Board of Directors. The final ratio was approved by the Company's Board on May 6, 2025.

The reverse stock split is expected to reduce the number of shares of the Company's outstanding common stock to approximately 1.4 million shares from approximately 13.9 million shares. As a result of the reverse stock split, proportionate adjustments will be made to the number of shares of the Company's common stock underlying the Company's outstanding preferred stock, equity awards and warrants and the number of shares issuable under the Company's equity incentive plans and other existing agreements, as well as the conversion or exercise price, as applicable. There will be no change to the number of authorized shares or the par value per share of the Company's common stock.

Information for TRNR Stockholders

As a result of the reverse stock split, every ten pre-split shares of common stock outstanding will become one share of common stock. The Company's transfer agent, Equiniti Trust Company, LLC, will serve as the exchange agent for the reverse stock split.

Registered stockholders holding pre-split shares of the Company's common stock electronically in book-entry form are not required to take any action to receive post-split shares. Those stockholders who hold their shares in brokerage accounts or in "street name" will have their positions automatically adjusted to reflect the reverse stock split, subject to each broker's particular processes, and will not be required to take any action in connection with the reverse stock split.

Stockholders holding shares of the Company's common stock in certificate form will have their holdings of the Company's common stock automatically adjusted to reflect the reverse stock split.

No fractional shares will be issued in connection with the reverse stock split. Stockholders who otherwise would be entitled to receive fractional shares will receive cash for each fraction of a share they hold.

TRNR Investor Contact

ir@interactivestrength.com

About Interactive Strength Inc.:

Interactive Strength Inc. produces innovative specialty fitness equipment and digital fitness services under two main brands: 1) CLMBR and 2) FORME. Interactive Strength Inc. is listed on Nasdaq (symbol:TRNR).

CLMBR is a vertical climbing machine that offers an efficient and effective full-body strength and cardio workout. CLMBR's design is compact and easy to move - making it perfect for commercial or in-home use. With its low impact and ergonomic movement, CLMBR is safe for most ages and levels of ability and can be found at gyms and fitness studios, hotels, and physical therapy facilities, as well as available for consumers at home. www.clmbr.com.

FORME is a digital fitness platform that combines premium smart gyms with live virtual personal training and coaching to deliver an immersive experience and better outcomes for both consumers and trainers. FORME delivers an immersive and dynamic fitness experience through two connected hardware products: 1) The FORME Studio Lift (fitness mirror and cable-based digital resistance) and 2) The FORME Studio (fitness mirror). In addition to the company's connected fitness hardware products, FORME offers expert personal training and health coaching in different formats and price points through Video On-Demand, Custom Training, and Live 1:1 virtual personal training. www.formelife.com.

Forward Looking Statements:

This press release includes certain statements that are "forward-looking statements" for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements do not relate strictly to historical or current facts and reflect management's assumptions, views, plans, objectives and projections about the future. Forward-looking statements generally are accompanied by words such as "believe", "project", "expect", "anticipate", "estimate", "intend", "strategy", "future", "opportunity", "plan", "may", "should", "will", "would", "will be", "will continue", "will likely result" or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of the Company. Risks and uncertainties include but are not limited to: our ability to regain compliance with Nasdaq's continued listing requirements; market and other conditions; demand for our products; competition, including technological advances made by and new products released by our competitors; our ability to accurately forecast consumer demand for our products and adequately maintain our inventory; and our reliance on a limited number of suppliers and distributors for our products. A further list and descriptions of these risks, uncertainties and other factors can be found in filings with the Securities and Exchange Commission. To the extent permitted under applicable law, the Company assumes no obligation to update any forward-looking statements.

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SOURCE: Interactive Strength Inc.

View the original press release on ACCESS Newswire

FAQ

When will TRNR's 1-for-10 reverse stock split take effect?

The reverse stock split will become effective on June 27, 2025, with trading on a post-split basis beginning at market open under the same symbol 'TRNR'.

How many shares will TRNR have outstanding after the reverse split?

After the 1-for-10 reverse split, TRNR's outstanding shares will be reduced to approximately 1.4 million shares from 13.9 million shares.

Why is Interactive Strength (TRNR) conducting a reverse stock split?

The reverse split is primarily to maintain compliance with Nasdaq's minimum bid price requirement of $1.00 per share for continued listing on The Nasdaq Capital Market.

What happens to TRNR shareholders who own less than 10 shares?

Shareholders who would receive fractional shares as a result of the reverse split will receive cash compensation for their fractional shares.

Do TRNR shareholders need to take any action for the reverse split?

Most shareholders holding shares in brokerage accounts or in 'street name' do not need to take any action, as positions will be automatically adjusted to reflect the reverse split.