TRNR on Nasdaq

Interactive Strength, Inc.

Interactive Strength, Inc. is an American electronic and electrical equipment company based in Carson City.2 Its shares trade on Nasdaq under the symbol TRNR.2

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Last updated Oct 20, 2026.

Overview

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  • TickerTRNR on Nasdaq2
  • IndustryElectronic & Other Electrical Equipment (No Computer Equip)2
  • HeadquartersAustin, United States2
  • Incorporated inDE3
  • Business address1005 Congress Avenue, Suite 925, Austin, Tx 787013
  • Filer category, Emerging growth company3
  • Legal formCorporation2
  • LEI894500AQB1UGVWW6LW762
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered address1005 Congress Ave, 78701 Austin, United States2
  • Registered withDivision of Corporations, Department of State, 64047382

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

7.9%Gross margin5
-172.2%Operating margin5
-207.9%Net margin5
114.3%Revenue growth, 20255
-375.1%Return on equity5
-$10.5MFree cash flow5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Wattbike brought in 71% of the revenue Interactive Strength, Inc. broke down this way in fiscal 2025.

  1. Wattbike$8.2M571%
  2. Clmbr$2.6M523%down 42% from 2024
  3. Forme$721.0K56%down 11% from 2024
Products and services by year
Products and services20242025
Wattbike$0$8.2M
Clmbr$4.6M$2.6M
Forme$810.0K$721.0K

Regions

Europe brought in 55% of the revenue Interactive Strength, Inc. broke down this way in fiscal 2025.

  1. Europe$6.3M555%up 2708% from 2024
  2. United States$4.2M536%down 16% from 2024
  3. Asia$711.0K56%up 284% from 2024
  4. Other Countries$373.0K53%
Regions by year
Regions20242025
Europe$224.0K$6.3M
United States$5.0M$4.2M
Asia$185.0K$711.0K
Other Countries$373.0K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue78¢$10.6M
  • Research and development22¢$2.9M

Out of $11.5M in revenue.5 The company lost money this year.

Financial statements

Revenue675$11.5M in 2025+1593% since 2022
0$5.0M$10.0M$15.0M2022: $681.0K$681.0K20222023: $962.0K$962.0K2023+41%2024: $5.4M$5.4M2024+459%2025: $11.5M$11.5M2025+114%
Gross profit675$913.0K in 2025
-$10.0M-$7.5M-$5.0M-$2.5M0$2.5M2022: -$8.9M-$8.9M20222023: -$5.5M-$5.5M2023−38%2024: -$2.8M-$2.8M2024−50%2025: $913.0K$913.0K2025
Operating income675-$19.9M in 2025−63% since 2022
-$60.0M-$40.0M-$20.0M02022: -$54.3M-$54.3M20222023: -$54.5M-$54.5M2023+0%2024: -$29.2M-$29.2M2024−46%2025: -$19.9M-$19.9M2025−32%
Net income675-$24.0M in 2025−59% since 2022
-$60.0M-$40.0M-$20.0M02022: -$58.2M-$58.2M20222023: -$51.4M-$51.4M2023−12%2024: -$34.9M-$34.9M2024−32%2025: -$24.0M-$24.0M2025−31%

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Fitness Product Revenue$10.3M$4.0M
Membership revenue$731.0K$783.0K
Training revenue$461.0K$624.0K
Total revenue$11.5M$5.4M
Cost of fitness product revenue-$7.9M-$3.8M
Cost of membership-$1.5M-$3.3M
Cost of training-$1.2M-$1.0M
Total cost of revenue-$10.6M-$8.2M
Gross profit (loss)$913.0K-$2.8M
Research and development$2.9M$7.0M
Sales and marketing$2.3M$1.1M
General and administrative$15.6M$18.3M
Total operating expenses$20.8M$26.4M
Loss from operations-$19.9M-$29.2M
Other expense, net-$1.0M-$956.0K
Interest expense-$11.8M-$7.7M
Interest income$1.6M$0
Loss on issuance of warrants$0-$5.6M
Gain (loss) upon extinguishment of debt and accounts payable$2.7M-$1.5M
Change in fair value of convertible notes$28.6M-$128.0K
Change in fair value of earnout$241.0K$1.3M
Change in fair value of derivatives$482.0K-$460.0K
Change in fair value of digital assets-$27.7M$0
Change in fair value of warrants$2.8M$9.3M
Total other income (expense), net-$4.1M-$5.7M
Loss before provision for income taxes-$24.0M-$34.9M
Income tax expense$0$0
Net loss attributable to common stockholders-$24.0M-$34.9M
Net loss per share - basic-$171.77-$16,328.50
Net loss per share - diluted-$171.77-$16,328.50
Weighted average common stock outstanding - basic139.5K shares2.1K shares
Weighted average common stock outstanding - diluted139.5K shares2.1K shares

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Corporate structure

Interactive Strength, Inc. sits at the top of its group. 8 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Interactive Strength, Inc.

  • INTRACOASTAL CAPITAL, LLC Filed SC 13G/A on Interactive Strength, Inc., latest Nov 13, 2024 (2 filings since May 29, 2024)
  • Block.One Filed SC 13D/A on Interactive Strength, Inc., latest Aug 14, 2024 (2 filings since May 12, 2023)
  • Interactive Strength, Inc. Austin, Texas, United States
    • CLMBR HOLDINGS LLC Subsidiary · Delaware, United States
    • Interactive Strength Treasury LLC Subsidiary · Delaware, United States
    • Interactive Strength, Inc. (Taiwan) Subsidiary · Taiwan
    • Interactive Strength, Limited (UK) Subsidiary · United Kingdom
    • Wattbike (Holdings) Limited Subsidiary · United Kingdom
    • Wattbike Inc. Subsidiary · Nevada, United States
    • Wattbike IP Limited Subsidiary · United Kingdom

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Interactive Strength, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Machinery and equipment$967.0K5 Dec 31, 2025$191.0K5 Dec 31, 2024+406.3%
Furniture and fixtures$23.0K5 Dec 31, 2025$25.0K5 Dec 31, 2024−8.0%
Leasehold improvements$198.0K5 Dec 31, 2025$186.0K5 Dec 31, 2024+6.5%
Property and equipment, before depreciation$4.6M5 Dec 31, 2025$3.5M5 Dec 31, 2024+30.3%
Accumulated depreciation$4.2M5 Dec 31, 2025$3.4M5 Dec 31, 2024+23.6%
Property and equipment, net$379.0K5 Dec 31, 2025$116.0K5 Dec 31, 2024+226.7%
Operating-lease assets (leased space)$317.0K5 Dec 31, 2025$415.0K5 Dec 31, 2024−23.6%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$512.0K5 Dec 31, 2025$138.0K5 Dec 31, 2024+271.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$15.5M5 Dec 31, 2025$13.2M5 Dec 31, 2024+17.6%
Intangible assets, net (excluding goodwill)$7.9M5 Dec 31, 2025$6.1M5 Dec 31, 2024+28.8%
Finite-lived intangibles, gross$15.7M5 Dec 31, 2025$12.4M5 Dec 31, 2024+26.2%
Accumulated amortization$7.8M5 Dec 31, 2025$6.3M5 Dec 31, 2024+23.7%
Finite-lived intangibles, net$7.9M5 Dec 31, 2025$6.1M5 Dec 31, 2024+28.8%

Inventory

ItemLatestA year beforeChange
Inventory, total$7.3M5 Dec 31, 2025$6.7M5 Dec 31, 2024+9.6%
Finished goods$3.7M5 Dec 31, 2025$3.9M5 Dec 31, 2024−3.1%

Properties, in its own words

Our corporate headquarters is located in Austin, Texas, where we hold a lease that has a monthly fee of $99 and variable cost based on usage. This facility is primarily used for engineering, sales and marketing, and other general business purposes. We also have a small office in Taiwan that is primarily used for supply chain and manufacturing purposes. Wattbike leases approximately 9,556 square feet of office space in Nottingham, UK with annual rent of approximately $68,000. The lease term for our CLMBR studio in Denver, CO that was primarily used to facilitate live classes on a weekly basis expired in January 2026 and was not renewed.

We believe that our existing facilities are sufficient for our current needs. We may in the future add new facilities or expand our existing facilities as we continue to add employees and grow our business. We believe that new spaces will be available at reasonable terms in the future in order to meet our needs.

Item 2 of the 10-K filed Mar 31, 2026.10

Leadership

Who has led Interactive Strength, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (8)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • DirectorPeter Miles Davies named Sep 30, 202222
  • DirectorRichard Perry named Sep 30, 202222

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • CLMBR HOLDINGS LLC Delaware4
  • Interactive Strength Treasury LLC Delaware4
  • Interactive Strength, Inc. (Taiwan) Taiwan4
  • Interactive Strength, Limited (UK) United Kingdom4
  • Wattbike (Holdings) Limited United Kingdom4
  • Wattbike IP Limited United Kingdom4
  • Wattbike Inc. Nevada4
  • Wattbike Limited United Kingdom4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Oct 13, 20268-K Entered a material agreement; Ended a material agreement; New debt or obligation23
  2. Sep 1, 20268-K Shareholder vote24
  3. Aug 14, 20268-K Unregistered sale of shares25
  4. Aug 7, 20268-K Unregistered sale of shares26
  5. Jul 31, 20268-K Unregistered sale of shares27
  6. Jul 24, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares28
  7. Jul 9, 20268-K Entered a material agreement; Other events29
  8. Jul 7, 20268-K Entered a material agreement; Unregistered sale of shares30
  9. Jul 1, 20268-K Change of auditor31
  10. Jun 30, 20268-K Bylaws or fiscal year changed; Other events32
  11. Jun 9, 20268-K Shareholder vote33
  12. May 12, 20268-K Completed an acquisition or sale34
  13. Apr 27, 2023New chief executive Trent Alexander Ward becomes CEO11
  14. May 5, 2017Founded Interactive Strength, Inc. is founded2

Calendar

Coming up

  1. Nov 13, 2026Reports results for the quarter ending Sep/202635

When it reported results

  1. Nov 14, 2025Reported quarterly or annual results36
  2. May 19, 2025Reported quarterly or annual results37
  3. Mar 31, 2025Reported quarterly or annual results38
  4. Nov 14, 2024Reported quarterly or annual results39
  5. Aug 14, 2024Reported quarterly or annual results40
  6. May 20, 2024Reported quarterly or annual results41
  7. Apr 2, 2024Reported quarterly or annual results42
  8. Nov 14, 2023Reported quarterly or annual results43

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

321 filings to the SEC since October 2021: 5 annual reports, 11 quarterly reports, 111 major events, 36 insider forms, 4 large holders, 3 private raises, 151 other. The latest 20:

  1. Oct 13, 20268-K EDGAR
  2. Sep 16, 20263/A PRIMARY DOCUMENT EDGAR
  3. Sep 16, 20263 PRIMARY DOCUMENT EDGAR
  4. Sep 10, 20263 PRIMARY DOCUMENT EDGAR
  5. Sep 1, 20268-K EDGAR
  6. Aug 17, 2026DEF 14A EDGAR
  7. Aug 14, 202610-Q EDGAR
  8. Aug 14, 20268-K EDGAR
  9. Aug 7, 2026PRE 14A EDGAR
  10. Aug 7, 20268-K EDGAR
  11. Jul 31, 20268-K EDGAR
  12. Jul 24, 20268-K EDGAR
  13. Jul 9, 20268-K EDGAR
  14. Jul 7, 20268-K EDGAR
  15. Jul 1, 20268-K EDGAR
  16. Jun 30, 20268-K EDGAR
  17. Jun 9, 20268-K EDGAR
  18. Jun 4, 2026DEFA14A EDGAR
  19. May 20, 202610-Q EDGAR
  20. May 15, 2026NT 10-Q EDGAR

The 321 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

12 open-market trades by officers, directors and large owners since October 2021: 10 buys and 2 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jun 1, 2023Wickens Bradley James10% ownerBuy5,000$5.22$26.1KForm 4
May 22, 2023Wickens Bradley James10% ownerBuy20,000$5.71$114.3KForm 4
May 17, 2023Wickens Bradley James10% ownerBuy3,940$3.98$15.7KForm 4
May 15, 2023Wickens Bradley James10% ownerBuy4,800$3.81$18.3KForm 4
May 12, 2023Wickens Bradley James10% ownerBuy20,200$3.55$71.7KForm 4
May 11, 2023Wickens Bradley James10% ownerBuy4,350$4.05$17.6KForm 4
May 10, 2023Wickens Bradley James10% ownerBuy5,650$4.00$22.6KForm 4
May 9, 2023Wickens Bradley James10% ownerBuy12,300$3.96$48.7KForm 4
May 2, 2023Wickens Bradley James10% ownerBuy51,250$7.51$385.1KForm 4
May 2, 2023Wickens Bradley James10% ownerSale13$1.00$13Form 4
May 2, 2023block.one10% ownerBuy187,500$8.00$1.5MForm 4
May 2, 2023Bartok Touw KirstenDirectorSale2Form 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Mar 10, 2022Raised $38.7 million in a private offering of equity Form D: $40.9 million offered in all Form D
  2. Jul 23, 2021Raised $69.9 million in a private offering of equity Form D: 108 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Tower Research Capital LLC (TRC)750$3.5K0.0%New
Hrt Financial LP10,924$510.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Interactive Strength, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARInteractive Strength, Inc.1
  • CIK0001785056
  • Employer ID (EIN)82-143291610
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company10
  • Incorporated inDelaware10
  • Fiscal year endsDecember 311
  • Industry code (SIC)3600 Electronic & Other Electrical Equipment (No Computer Equip)1
  • SEC reviewing officeOffice of Manufacturing, Division of Corporation Finance1
  • Business address1005 Congress Avenue, Suite 925, Austin, TX 787011
  • Phone31069786551
  • Shares outstanding1,619,702 as of Aug 11, 20269
  • Public float$8.2M as of Jun 30, 202510
  • AuditorDeloitte & Touche LLP, Morristown, New Jersey PCAOB ID 34; no auditor attestation of internal control over financial reporting10
  • On EDGAR sinceAug 13, 20191
  • Filings322 in all: 8-K (107), 424B3 (40), CORRESP (27), 4 (22), UPLOAD (14), 3 (13), 10-Q (11), EFFECT (9)1
    All 35 form types

    S-1/A (8), 424B5 (6), DEF 14A (6), PRE 14A (6), S-1 (6), 424B4 (5), 8-K/A (4), S-3/A (4), 10-K (3), D (3), DRS (3), FWP (3), NT 10-Q (3), S-3 (3), 10-K/A (2), DEFA14A (2), DRSLTR (2), 3/A (1), 8-A12B (1), CERT (1), D/A (1), DRS/A (1), S-8 (1), SC 13D (1), SC 13D/A (1), SC 13G (1), SC 13G/A (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Aug 17, 2026
    Latest 8-K (8-K) Oct 13, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, $0.0001 par value per shareTRNRNasdaq

From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).10

Risk factors and legal proceedings

The risks Interactive Strength, Inc. names in Item 1A of its 10-K filed Mar 31, 2026: 74 risks under these headings, as written.10

  • Risks Related to Our Business and Industry
  • We 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 future.
  • We 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.
  • Our 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.
  • We 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 unsuccessful.
  • Our negative cash flows from operations, history of losses, and significant accumulated deficit raise substantial doubt about our ability to continue as a “going concern.”
  • In 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 Nasdaq.
  • If 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.
  • Our business may be affected by seasonality.
  • Our results of operations and other financial and non-financial business metrics may fluctuate from period to period due to a variety factors, many of which are beyond our control, and as a result, our results from any prior periods, or any historical trends reflected in such results, should not be viewed as indicative of our future financial or operating performance.
  • We 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 operations.
  • Our membership revenue is largely dependent on our ability to maintain and grow the Wattbike, CLMBR and FORME subscriber bases.
The other 63 risks
  • Our 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 inventory.
  • If 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.
  • Changes in how we market our products and services could adversely affect our marketing expenses and membership levels.
  • The market for our products and services is still in the early stages of growth and if the market does not continue to grow, grows more slowly than we expect, or fails to grow as large as we expect, or if our products and services do not gain market acceptance, our business, financial condition, and results of operations may be adversely affected.
  • We may be unable to attract and retain members, which could have an adverse effect on our business and rate of growth.
  • If 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.
  • If 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.
  • If 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 harmed.
  • Changes to our pricing methodologies or business model could adversely affect our ability to attract or retain members as well as qualified trainers and fitness instructors.
  • If 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 affected.
  • Our success depends on our ability to develop and maintain the value and reputation of the Ergatta, Wattbike, CLMBR and FORME brands.
  • We also sell Wattbike and CLMBR equipment and the FORME platform to commercial and wellness customers, which exposes us to additional business and financial risks. In addition, if we fail to successfully expand our commercial and corporate wellness business, it could negatively impact our ability to grow our business and gain market share.
  • We 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.
  • If our marketing efforts are not effective, our ability to grow our business and maintain or expand our market share could suffer.
  • Our 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.
  • Service interruptions, outages, technical or performance issues, or similar events, including those related to, or caused by, defects or similar issues in our products and services, may result in claims against us and may cause us to incur significant additional expense to address these issues, and our liability insurance may not be adequate to cover any or all such costs.
  • We 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.
  • The failure or inability of our contract manufacturers to comply with the specifications and requirements of our products could result in a product recall, which could adversely affect our reputation and subject us to significant liability should the use of any of our products cause or be claimed to cause physical harm.
  • If we fail to offer high-quality member support, our business and reputation will suffer.
  • Our 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.
  • If 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.
  • We 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
  • We 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.
  • We 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.
  • Increases 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 operations.
  • Our 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.
  • We 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.
  • Our 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.
  • Our payments system depends on third-party providers and is subject to evolving laws and regulations.
  • Any 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 operations.
  • We 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.
  • We face certain risks related to the interaction of our members, trainers, and fitness instructors.
  • If 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 operations.
  • We 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.
  • Our member engagement on mobile devices depends upon effective operation with mobile operating systems, networks, and standards that we do not control.
  • We 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
  • We 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.
  • We use a significant amount of intellectual property in our business. Monitoring unauthorized use of our intellectual property can be difficult and costly and if we are unable to obtain, maintain, and protect our intellectual property, our business, financial condition, and results of operations could be adversely affected.
  • Patents and Other Registered Intellectual Property
  • Trade Secrets and Other Unregistered Intellectual Property
  • Monitoring Unauthorized Use of Intellectual Property
  • If 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.
  • We 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.
  • Our 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.
  • Risks Related to Privacy, Cybersecurity, and Infrastructure
  • We 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.
  • Cybersecurity risks could adversely affect our business and disrupt our operations.
  • A 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 operations.
  • Data 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
  • We may not be able to accurately predict our future capital needs, and we may not be able to obtain additional financing to fund our operations.
  • If 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 impaired.
  • We 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.
  • Our ability to use our net operating loss to offset future taxable income may be subject to certain limitations.
  • Fluctuations 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.
  • In 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.
  • Changes to financial accounting standards may affect our results of operations and could cause us to change our business practices.
  • We or our members may be subject to sales and other taxes, and taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, gross receipts, value added or similar taxes and may successfully impose additional obligations on us, and any such assessments or obligations could adversely affect our business, financial condition, and results of operations.
  • Changes 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.
  • New or future changes to U.S. and non-U.S. tax laws could materially adversely affect us.
  • Tax 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
  • Our 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.
  • Expansion 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.
  • Enhanced United States fiscal, tax and trade restrictions and executive and legislative actions could adversely affect our business, financial condition, and results of operations.
  • Tariffs and other trade restrictions may have an adverse impact on our business, operations and financial results.

Legal proceedings

The Company purchased substantially all of the assets of CLMBR, Inc. (“CLMBR, Inc.”) in February 2024. On March 7, 2024, a petition was filed by Tung Keng Enterprise Co., Ltd. d/b/a DK City Co., Ltd. (“DK City”) against CLMBR, Inc. and the Company in the United States District Court for the District of Colorado to enforce a monetary arbitration award of approximately $2.25 million against CLMBR, Inc. (the “Petition”). The Company was not involved in that

prior arbitration, which involved alleged breaches of an equipment manufacturing agreement between CLMBR, Inc. and DK City and was resolved prior to the Company’s purchase of CLMBR, Inc. On June 25, 2024, CLMBR, Inc. and the Company collectively resolved the dispute via a Confidential Settlement Agreement and Mutual Release with DK City. Pursuant to that agreement, the Company was required to make certain payments to DK City, CLMBR, Inc. and the Company would be released from liability, and the Petition would be voluntarily dismissed without prejudice. The Company subsequently defaulted on this agreement due to not complying with the payment plan, and on September 22, 2025 a new petition was filed alleging breach of the negotiated settlement. The complaint seeks damages in the amount of $2.0 million, plus statutory interest and attorneys' fees. The Company has admitted liability, and the parties have requested a Magistrate Judge settlement conference. The plaintiff has filed a motion for summary judgment, but the parties are engaged in settlement discussions.

Total remaining payments as of December 31, 2025 of $2.1 million, including accrued interest, are reflected in Accrued Expenses and other current liabilities in the accompanying consolidated balance sheet.

The opening of Item 3, Legal Proceedings.10

Sources

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