What changed in Interactive Strength, Inc.'s 2024 10-K compared to 2023?

Across the narrative sections we track, Interactive Strength, Inc. (TRNR) added 425 paragraphs, removed 1430, and edited 210 between the 2023 and 2024 10-K filings. The biggest movers are Item 1. Business (+257/−1130), Item 6. [Reserved] (+168/−300).

Where does this TRNR 10-K diff come from?

The source filings are Interactive Strength, Inc.'s official 2023 and 2024 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in Interactive Strength, Inc.'s 10-K — 2023 vs 2024

Paragraph-level year-over-year comparison of Interactive Strength, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+425 added−1430 removedSource: 10-K (2025-03-31) vs 10-K (2023-12-31)

Top changes in Interactive Strength, Inc.'s 2024 10-K

425 paragraphs added · 1430 removed · 210 edited across 2 sections

Item 1. Business+257 / −1130 · 103 edited
Item 6. [Reserved]+168 / −300 · 107 edited

Item 1. Business

Business — how the company describes what it does

103 edited+154 added−1027 removed90 unchanged

2023 filing

2024 filing

Biggest changeIn addition, we believe that outsourcing our manufacturing activities provides us with the flexibility needed to respond to new market opportunities, simplifies our operations, reduces risk, and significantly reduces our capital commitments. The components and parts used in our products are sourced either directly by us or on our behalf by our manufacturing partners from a variety of component suppliers.

Biggest changeWe believe this outsourced manufacturing approach allows us to focus our resources on the design, development, quality and reliability management, marketing, and sales of our products. In addition, we believe that outsourcing our manufacturing activities provides us with the flexibility needed to respond to new market opportunities, simplifies our operations, reduces risk, and significantly reduces our capital commitments.

Based on information from Fortune Business Insights, we estimate that over $5 billion of fitness equipment was purchased in the United States for in-home use in in 2021.

Based on information from Fortune Business Insights, we estimate that over $5 billion of fitness equipment was purchased in the United States for in-home use in 2021.

From time to time, we may become involved in additional regulatory investigations or legal proceedings arising in the ordinary course of our business.

Legal Proceedings From time to time, we may become involved in additional regulatory investigations or legal proceedings arising in the ordinary course of our business.

We face significant competition from multiple industries and exercise verticals, including at-home fitness equipment and content, fitness clubs, in-studio fitness classes, in-person personal training, and health and wellness apps. We expect the competition in our industry to intensify in the future as new and existing competitors introduce new or enhanced products and services that compete with ours.

We face significant competition from multiple industries and exercise verticals, including at-home fitness equipment and content, fitness clubs, in-studio fitness classes, in-person personal training, and health and wellness apps. We expect 34 the competition in our industry to intensify in the future as new and existing competitors introduce new or enhanced products and services that compete with ours.

Government Regulation 23 General We are subject to many varying laws and regulations, including in the United States, the United Kingdom, and the European Union, including those related to privacy, data protection, content regulation, intellectual property, consumer protection, e-commerce, marketing, advertising, messaging, rights of publicity, health and safety, employment and labor, product liability, accessibility, competition, and taxation.

Government Regulation General We are subject to many varying laws and regulations, including in the United States, the United Kingdom, and the European Union, including those related to privacy, data protection, content regulation, intellectual property, consumer protection, e-commerce, marketing, advertising, messaging, rights of publicity, health and safety, employment and labor, product liability, accessibility, competition, and taxation.

Our solution enables corporations to provide all of their employees with a coaching service regardless of whether they work from home, in the office, or both. Our multi-pronged service offering also provides a new level of customization that can be adapted to employees at virtually all levels of tenure.

Our solution enables corporations to provide all of their employees with a coaching service regardless of 24 whether they work from home, in the office, or both. Our multi-pronged service offering also provides a new level of customization that can be adapted to employees at virtually all levels of tenure.

Highly qualified trainers who continue to advance their skills and expertise through continuing education We strive to hire highly experienced trainers in the industry to deliver our services. In 2022, we hired approximately 4% of the 1,500 total applicants that we received to be a trainer on our platform.

Highly qualified instructors and trainers who continue to advance their skills and expertise through continuing education We strive to hire highly experienced trainers in the industry to deliver our services. In 2022, we hired approximately 4% of the 1,500 total applicants that we received to be a trainer on our platform.

See “Risk Factors – Risks Related to Privacy, Cybersecurity, and Infrastructure” and “Risks Related to Regulatory Matters – Our 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” and “– We 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.” Facilities 25 Our corporate headquarters are located in Austin, Texas, where we hold a lease that has a monthly fee of $99 and variable cost based on usage.

See “Risk Factors – Risks Related to Privacy, Cybersecurity, and Infrastructure” and “Risks Related to Regulatory Matters – Our 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” and “– We 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.” 38 Facilities Our corporate headquarters are located in Austin, Texas, where we hold a lease that has a monthly fee of $99 and variable cost based on usage.

Our member engagement staff identifies, evaluates, and implements new ways to promote engagement with our members and to help members reengage with our platform when activity has lapsed, such as monitoring member activity and reaching out via email in the absence of recent activity generally within the preceding three months.

Our member support and engagement staff identifies, evaluates, and implements new ways to promote engagement with our members and to help members reengage with our platform when activity has lapsed, such as monitoring member activity and reaching out via email in the absence of recent activity generally within the preceding three months.

We also view the fact that we in-source development and management of our trainers and the hardware and software through which they reach our members, as a key differentiator that allows us to deliver a high quality and consistent integrated experience across our offerings.

We also view the fact that we in-source development and 16 management of our trainers and the hardware and software through which they reach our members, as a key differentiator that allows us to deliver a high quality and consistent integrated experience across our offerings.

In addition, other competitive factors in our industry include: • total cost; • manufacturing efficiency; • enhanced products and services; • content originality; • product quality and safety; • competitive pricing policies and practices; • product innovation; • market vision; 22 • sales and marketing strategies; • technological advances; and • brand awareness and reputation.

In addition, other competitive factors in our industry include: • total cost; • manufacturing efficiency; • enhanced products and services; • content originality; • product quality and safety; • competitive pricing policies and practices; • product innovation; • market vision; • sales and marketing strategies; • technological advances; and • brand awareness and reputation.

In addition, it is possible that certain governments may seek to block or limit our products and services or otherwise impose other restrictions that may affect the accessibility or usability of any or all of our products and services for an extended period of time or indefinitely.

In addition, it is possible that certain governments may seek to block or limit our products and services or otherwise 36 impose other restrictions that may affect the accessibility or usability of any or all of our products and services for an extended period of time or indefinitely.

We improve our existing products through frequent software updates, which are downloaded automatically approximately every month, to deploy new and innovative interactive features. We generally provide a 12-month limited warranty for the Forme Studio and Forme Studio Lift.

However, we cannot guarantee that we have entered into such agreements with every such party, and we may not have adequate remedies in case of a breach of any such agreements. 21 Monitoring Unauthorized Use of Intellectual Property Monitoring unauthorized use of our intellectual property is difficult and costly.

However, we cannot guarantee that we have entered into such agreements with every such party, and we may not have adequate remedies in case of a breach of any such agreements. Monitoring Unauthorized Use of Intellectual Property Monitoring unauthorized use of our intellectual property is difficult and costly.

Leveraging data from the Bureau of Labor Statistics and IHRSA, we estimate that within the U.S. market, approximately 32 million 9 people participate in strength training and over 8 million people participate in personal training services in a given year.

Leveraging data from the Bureau of Labor Statistics and IHRSA, we estimate that within the U.S. market, approximately 32 million people participate in strength training and over 8 million people participate in personal training services in a given year.

See “Risk Factors – Risks Related to Suppliers, Manufacturers, and Other Ecosystem Partners.” Logistics and Fulfillment We have established a nationwide network of logistics and operations centers, leveraging third-party providers to support our internal logistics resources.

See “Risk Factors – Risks Related to Suppliers, Manufacturers, and Other Ecosystem Partners.” 29 Logistics and Fulfillment We have established a nationwide network of logistics and operations centers, leveraging third-party providers to support our internal logistics resources.

Services offer compelling unit economics By adding services on top of our connected fitness hardware products, we aim to achieve attractive unit economics relative to others in the smart home gym and connected fitness industry.

We currently work with third-party logistics providers to handle warehousing, shipment and delivery, including middle-mile (warehouse to major city hub) and last mile (major city hub to member’s 20 home) delivery of our connected fitness hardware products, including the Forme Studio and Forme Studio Lift. Our third-party logistics partners also provide white glove installation services of our products.

We currently work with third-party logistics providers to handle warehousing, shipment and delivery, including middle-mile (warehouse to major city hub) and last mile (major city hub to member’s home) delivery of our connected fitness hardware products, including the CLMBR, FORME Studio and FORME Studio Lift. Our third-party logistics partners also provide white glove installation services of our products.

For example, we conduct in process quality checks at various stages of production and “end of line” final tests which serve as quality controls at the end of the manufacturing line in Taiwan and must be completed before the product can be shipped to us in the United States.

For example, we conduct in process quality checks at various stages of production and “end of line” final tests which serve as quality controls at the end of the manufacturing line in Taiwan or China and must be completed before the product can be shipped to us in the United States.

Trademarks As of December 31, 2023, we owned (i) two registered trademarks in the United States; (ii) five registered trademarks in various states; and (iii) two trademark grants of protection covering the United Kingdom and European Union via an International Registration.

Trademarks As of December 31, 2024, we owned (i) five registered trademarks in the United States; (ii) five registered trademarks in various states; and (iii) two trademark grants of protection covering the United Kingdom and European Union via an International Registration.

If our current third-party manufacturing partners cannot perform as agreed, we may be required to replace those manufacturers. We may be unable to establish any agreements with third-party manufacturing partners or to do so on acceptable terms, in particular with respect to the manufacture and supply of our Forme Studio System equipment.

In addition to CPT, as of December 31, 2023, we have 27 trainers on board with additional coaching certifications including Precision Nutrition (PN) certifications for nutritional coaching. Once onboard, our trainers go through a proprietary eight-week training curriculum, taught by our team of seasoned fitness industry professionals, prior to being matched with our members.

In addition to CPT, as of December 31, 2024, we have 32 trainers on board with additional coaching certifications including Precision Nutrition (PN) certifications for nutritional coaching. Once onboard, our trainers go through a proprietary eight-week training curriculum, taught by our team of seasoned fitness industry professionals, prior to being matched with our members.

We offer competitive benefits tailored to local markets and laws and that are designed to support employee health, welfare and retirement; examples of such benefits include paid time off; remote working/work from home flexibility, 401(k), pension or other retirement plans; basic and voluntary life, disability and supplemental insurance; medical, dental and vision insurance; and flexible spending accounts.

We offer competitive benefits tailored to local markets and laws and that are designed to support employee health, welfare and retirement; examples of such benefits include paid time off; remote working/work from home flexibility, 401(k), basic and voluntary life, disability and supplemental insurance; medical, dental and vision insurance; and flexible spending accounts.

For example, at a 20%-30% member penetration rate, our health coaching service offerings increase our average revenue per device by three times relative to VOD content-only membership, and increase gross profit per device by nearly two times.

For example, at a 20%-30% 18 member penetration rate, our performance coaching service offerings increase our average revenue per device by three times relative to VOD content-only membership, and increase gross profit per device by nearly two times.

We have developed preferred relationships with our partners to maintain access to the resources needed to scale seasonally and ensure our manufacturing partners have the requisite experience to produce our Forme Studio System products and accessories. We pay for and own certain equipment specifically required to manufacture our products.

We have developed preferred relationships with our partners to maintain access to the resources needed to scale seasonally and ensure our manufacturing partners have the requisite experience to produce our products and accessories. We pay for and own certain equipment specifically required to manufacture our products.

The Forme Studio is our base product and features a 43-inch 4K ultra high definition (“UHD”) touchscreen display, which is among the largest and highest definition screens in the connected fitness equipment market, and two front-facing 12 megapixel (“MP”), wide angle cameras designed to facilitate seamless live interaction with a trainer.

The FORME Studio features a 43-inch 4K ultra high definition (“UHD”) touchscreen display, which is among the largest and highest definition screens in the connected fitness equipment market, as well as two front-facing 12 megapixel (“MP”) wide angle cameras designed to facilitate seamless live interaction with a trainer.

Our current product portfolio, which consists of our Forme Studio, Forme Studio Lift, and health coaching services, including our VOD membership, and Live 1:1 personal training, addresses a large consumer base.

Our current product portfolio, which consists of our FORME Studio, FORME Studio Lift, CLMBR, and performance coaching services, including our VOD membership, and Live 1:1 personal training, addresses a large consumer base.

The Fitness Concierge team assists members from initial onboarding through the entirety of the membership experience, including answering general questions, assisting members with matching and changing personal trainers depending on a member’s preferences, addressing other member questions and concerns regarding their fitness goals and experience, and curating weekly personalized fitness programs free of charge to suit each member’s fitness level, needs, preferences, and goals.

The member support and engagement staff also assists members from initial onboarding through the entirety of the membership experience, including answering general questions, assisting members with matching and changing personal trainers depending on a member’s preferences, addressing other member questions and concerns regarding their fitness goals and experience, and curating weekly personalized fitness programs free of charge to suit each member’s fitness level, needs, preferences, and goals.

Our customer acquisition strategy is based on the belief that our technology can be employed to digitize health coaching in other markets. While direct-to-consumer channels can provide the quickest path to initial growth, we have also invested early in developing channels that we believe may yield more cost-effective customer acquisition rates in the future.

Our customer acquisition strategy is based on the belief that our technology can be employed to digitize health coaching in other markets. While direct-to-consumer and business-to-business channels can provide quicker paths to initial growth, we have also invested early in developing channels that we believe may yield more cost-effective customer acquisition rates in the future.

As of December 31, 2023, we had 14 employees across our engineering functions, including 2 employees in our product design and product management functions. Our engineering and product teams are located in the United States. Video streaming and storage are provided by third-party cloud providers.

As of December 31, 2024, we had 14 employees across our engineering functions, including 1 employee in our product design and product management functions. Our engineering and product teams are located in the United States. Video streaming and storage are provided by third-party cloud providers.

We believe the combination of our proprietary software and immersive content combined with our premium connected fitness hardware products and expert coaching network creates a compelling value proposition for our member base and our trainers, and can generate attractive recurring membership revenue.

We believe the combination of our proprietary software and immersive content combined with our premium connected fitness hardware products and expert coaching network creates a compelling value proposition for both our commercial and in-home member base as well as our trainers, and can generate attractive recurring membership revenue.

We believe that our future success depends on our ability to both improve our existing products and to develop new products for both existing and new markets. We design our own connected fitness hardware products. We invest substantial resources in research and development to enhance our platform, develop new products and features, and improve our platform infrastructure.

We believe that our future success depends on our ability to both improve our existing products and to develop new products for both existing and new markets. We invest substantial resources in research and development to enhance our platform, develop new products and features, and improve our platform infrastructure.

The Forme Studio Lift also features two cable-based resistance arms that can provide up to 100 pounds of resistance per arm. Our products ship with a set of premium accessories that are included with purchase.

The FORME Studio Lift is an add-on to the FORME Studio and features two cable-based resistance arms that can provide up to 100 pounds of resistance per arm. Our products ship with a set of premium accessories that are included with purchase.

According to our research, we believe our TAM includes nearly 10 million households, representing total potential revenue of $18 billion, all of which is in the United States. Our TAM consists of households in our current market, the United States, that earn an annual income of $100,000 or greater and have one or more fitness participants in the home.

According to our research, we believe our TAM includes nearly 10 million households in the United States. Our TAM consists of households in our current market, the United States, that earn an annual income of $100,000 or greater and have one or more fitness participants in the home.

Sales and Marketing and Member Support Our goal is to increase brand awareness and purchase intent for our products and services. We market our products through various paid channels including Facebook and Google, as well as through unpaid channels driven by referrals and public relations initiatives.

Sales and Marketing and Member Support Our goal is to increase brand awareness and purchase intent for our products and services as a means of driving purchases of our products. We have historically marketed our products through various paid channels including Facebook and Google, as well as through unpaid channels driven by referrals and public relations initiatives.

We cannot predict how the GDPR, the UK GDPR, or other UK or international data protection laws or regulations may develop or impact our business if and when we become subject to such laws and regulations, nor can we predict the effects of divergent laws and related guidance. 37 We strive to comply with all applicable laws and regulations relating to privacy, data security, and data protection.

We believe digitization can lower the cost of personal training and health coaching, primarily due to lower distribution costs relative to gyms. Further, digitization can increase peak capacity and utilization for service providers, and increase convenience for clients.

We believe that these services have historically been inaccessible to many due to cost and lack of convenience. Digitization can lower the cost of personal training and health coaching, primarily due to lower distribution costs relative to gyms. Further, digitization can increase peak capacity and utilization for service providers, and increase convenience for clients.

We strive to comply with all applicable laws and regulations relating to privacy, data security, and data protection. However, governments are continuing to focus on privacy and data security, and it is possible that new privacy or data security laws will be passed, or existing laws will be amended in a way that is material to our business.

However, governments are continuing to focus on privacy and data security, and it is possible that new privacy or data security laws will be passed, or existing laws will be amended in a way that is material to our business.

Our founding team believes deeply that health coaching is key to fitness outcomes, and we believe we have assembled talent with deep experience in both technology and personal training to bring the most advanced virtual health coaching platform to the market. Our Industry and Opportunity Industry We participate in the large and steady growing health and wellness industry.

We believe we have assembled talent with deep meaningful experience in both technology and personal training to bring the most advanced virtual health coaching platform to the market. Our Industry and Opportunity Industry We participate in the large and steady growing health and wellness industry.

We intend to add new facilities and 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. 26 It em 1A. Risk Factors. Investing in our securities involves risks.

Patents As of December 31, 2023, we owned (i) more than 18 issued patents and/or pending applications in the United States and (ii) more than 74 issued patents and more than 6 pending patent applications in foreign jurisdictions.

Patents As of December 31, 2024, we owned (i) more than 38 issued patents and/or pending applications in the United States and (ii) more than 108 issued patents and more than 10 pending patent applications in foreign jurisdictions.

We currently offer three coaching offerings, VOD membership Custom Training, and Live 1:1 personal training. We offer these three coaching services at different price points to enable accessibility and provide choice to our members.

We currently offer three coaching offerings, Video On Demand, through both CLMBR and FORME, and Custom Training and Live 1:1 personal training through FORME. We offer these three coaching services at different price points to enable accessibility and provide choice to our members.

Our service can also be accessed through our Forme Studio app, which is available through iOS mobile devices and most iOS tablets and computers, which increases the opportunity for consumer engagement and flexibility.

Our service can also be accessed through our mobile apps, which are available through iOS and Android mobile devices and most iOS and Android tablets, which increases the opportunity for consumer engagement and flexibility.

We believe the addition of premium connected fitness hardware products, including the Forme Studio (fitness mirror) and the Forme Studio Lift (fitness mirror with digital weight system), through which members can access our trainers, can drive increased customer lifetime values.

We believe the addition of premium connected hardware products, including the FORME Studio (fitness mirror) and the FORME Studio Lift (fitness mirror with digital weight system), and CLMBR (vertical climbing machine), can drive increased customer lifetime values.

Our Fitness Concierge team curates workout programming from our VOD content library for our members, which provides an enhanced experience for our members, an added sense of accountability, and tailored instruction on how to reach their goals.

Our VOD content features what we believe to be a top fitness instructor talent. Our member services team curates workout programming from our VOD content library for our members, which provides an enhanced experience, an added sense of accountability, and tailored instruction on how to reach their goals.

Our systems allow us to collect anonymized performance data to understand how our members are engaging with the platform in order to optimize our content development around fitness disciplines, class type, length, music, and other factors.

Additionally, our systems allow us to collect anonymized performance data to understand how our members are engaging with the platform in order to optimize our content development around fitness disciplines, class type, length, music, and other factors. This creates an opportunity to serve our members the content that most directly interests them leading to higher engagement.

Our inside sales team engages with customers by phone, email, and online chat on our websites, and offers one-on-one sales consultations seven days a week. • Commercial: We believe that the commercial and corporate wellness markets are important to driving trial and brand awareness.

Our inside sales team engages with customers by phone, email, and online chat on our websites, and offers one-on-one sales consultations seven days a week. • Commercial : We believe that the commercial and corporate wellness channels are important to our ability to scale unit sales and drive hands-on product experiences and brand awareness amongst large and relevant audiences.

We believe we compete favorably among competitors across all of these factors. Human Capital Resources General As of December 31, 2023, we had 27 full-time equivalent employees located in the United States across San Francisco, New York, Los Angeles, and other cities and 9 full-time equivalent employees located in Taiwan across manufacturing and supply chain functions.

We believe we compete favorably among competitors across all of these factors. 35 Human Capital Resources General As of December 31, 2024, we had 19 full-time equivalent employees located in the United States and 7 full-time equivalent employees located in Taiwan across manufacturing and supply chain functions.

We believe health coaching is the most effective way to drive consistency, engagement, and positive outcomes among consumers and is well-aligned to expanding consumer wellness preferences and goals. 11 Premium offerings attract majority of revenue in the fitness industry We believe the premium end of the market is the most attractive sector to target with our products and health coaching services, as evidenced by data on consumer behavior and spending habits.

Premium offerings attract majority of revenue in the fitness industry We believe the premium end of the market is the most attractive sector to target with our products and health coaching services, as evidenced by data on consumer behavior and spending habits.

We use a combination of brand and product-specific performance marketing to build brand awareness and generate sales of our products and services. Our marketing strategies have focused on product education and broadening our demographic reach. Our target demographic segments include members making greater than $100,000 in annual household income.

We also offer add-on accessories, including our barre, a unique accessory that attaches to the Forme Studio or Forme Studio Lift and enables members to incorporate a wooden ballet barre into their barre routines. Sales of our connected fitness hardware products have accounted for the substantial portion of our revenue to date.

We also offer add-on accessories, including our barre, a unique accessory that attaches to the FORME Studio 10 or FORME Studio Lift and enables members to incorporate a wooden ballet barre into their barre routines.

Demand for convenient fitness options Household trends, work from home, and the rise of mobile technology make it challenging to balance time between family, work, and personal health and wellness, resulting in increasing demand for convenient fitness options.

Demand for omnichannel fitness options Household trends, work from home, and the rise of mobile technology make it challenging to balance time between family, work, and personal health and wellness, resulting in increasing demand for convenient omnichannel fitness options. The Les Mills Global Fitness Report found 59% of fitness enthusiasts preferred a 60/40 split of live to digital fitness options.

After onboarding, trainers are encouraged to participate in continuing education facilitated by our training team in order to advance their skillset on our platform, which in turn can increase the fees charged for their training services.

Upon joining, trainers must complete a mandatory eight-week program focused on honing their virtual training skillset. After onboarding, trainers and instructors are encouraged to participate in continuing education facilitated by our training team in order to advance their skills on our platform, which in turn can increase the fees charged for their training services.

According to the Personal Trainer Development Center, nearly 83% of trainers plan to offer virtual services compared to 40% of trainers prior to the COVID-19 pandemic. 13 Growth strategies Increase uptake of add-on services through compelling member experience We intend to increase uptake of our add-on memberships and services by providing a compelling member experience focused on introducing our members to the variety of services available on our platform and specifically, the value-added benefits of our coaching and personal training offering.

Increase uptake of add-on services through compelling member experience We intend to increase uptake of our add-on memberships and services by providing a compelling member experience focused on introducing our members to the variety of services available on our platform and specifically, the value-added benefits of our coaching and personal training offering.

Source: Bureau of Labor Statistics, Sports and Exercise, 2015-2021 The need for health coaching has grown beyond fitness Traditional offerings in the fitness industry are often “self-serve” in that individuals utilize equipment and gym memberships but often without the guidance of expert health coaching, contributing to low satisfaction and high attrition.

The need for health coaching has grown beyond fitness Traditional offerings in the fitness industry are often “self-serve” in that individuals utilize equipment and gym memberships but often without the guidance of expert health coaching, contributing to low satisfaction and high attrition. According to IHRSA, nearly 50% of new gym members quit within six months of joining a club.

Our Fitness Concierge team works with our health trainers to help ensure that each member is maximizing the value of their experience. 7 What Sets Us Apart Connected fitness hardware products with services to address a large and growing market Our product offering is a combination of premium connected fitness hardware products and health coaching services, which we believe significantly differentiates us in our industry.

What Sets Us Apart Connected fitness hardware products with services to address a large and growing market Our product offering is a combination of premium connected hardware products and performance training services, which we believe significantly differentiates us in our industry.

(1) IHRSA – membership mix across gym tiers assumed to be constant from 2016-2020 Source: Bureau of Labor Statistics, Sports and Exercise, May 2017 (left), 2020 IHRSA Global Report (right) Wellness services are gaining share and coaching services are just starting to digitize In fitness, nearly 70% of spending has historically been weighted toward products rather than services, according to McKinsey.

According to IHRSA, premium gyms, which are defined as those costing approximately $100 or more per month in membership fees, account for 32% of total gym memberships and generate 73% of overall gym revenue, indicating that most of the spend in the industry is at the premium end. 22 (1) IHRSA – membership mix across gym tiers assumed to be constant from 2016-2020 Source: Bureau of Labor Statistics, Sports and Exercise, May 2017 (left), 2020 IHRSA Global Report (right) Wellness services are gaining share and coaching services are just starting to digitize In fitness, nearly 70% of spending has historically been weighted toward products rather than services, according to McKinsey.

We also have a small office in Taiwan that is primarily used for supply chain and manufacturing purposes and another small office in London, UK that is used for general business purposes. We believe that our existing facilities are sufficient for our current needs.

We have a small office in Taiwan that is primarily used for supply chain and manufacturing purposes and CLMBR studio in Denver, CO that is primarily used to facilitate live classes on a weekly basis. We believe that our existing facilities are sufficient for our current needs.

We plan to pursue disciplined international expansion by targeting countries with high fitness penetration and spend, as well as the presence of boutique fitness, and where we believe Forme’s value proposition will resonate. Our Compelling Value Proposition For Members High-quality trainers – Our trainer recruitment engine was built by seasoned industry veterans from well-known personal training brands.

For example, we are currently evaluating potential international expansion with the United Kingdom and Canada, although we have not yet made any definitive plans regarding such expansion or the potential timing thereof.

With more than 180 million people belonging to gyms globally in 2019, according to IHRSA, we believe there is significant opportunity to grow internationally. For example, we are currently evaluating potential international expansion with the United Kingdom and Canada, although we have not yet made any definitive plans regarding such expansion or the potential timing thereof.

Members of our team have extensive expertise in the connected fitness and general health and wellness industries, including previous tenures at highly recognized names in the industry, such as Equinox and Peloton. Our founding team believes deeply that access to high quality on demand content and performance coaching 19 services is key to long lasting fitness outcomes.

Our Custom Training offering provides a full month of customized workouts created by a real personal trainer, and is currently priced at a fraction of the price of personal training.

Our Custom Training offering provides a full month of customized workouts created by a real personal trainer, and is currently priced at a fraction of the price of personal training. Our monthly VOD membership is currently $49 per month and is less expensive than most monthly gym memberships and monthly spend at boutique fitness classes, according to IHRSA.

To help ensure consistent quality, we routinely perform product audits on non-core suppliers and staff full-time supplier quality engineers at core product manufacturing sites. We believe our ability to work closely with our third-party partners to optimize the manufacturing and production processes for our products provides us with a meaningful competitive advantage.

We believe our ability to work closely with our third-party partners to optimize the manufacturing and production processes for our products provides us with a meaningful competitive advantage.

Our product purchase orders outline the delivery terms of our agreement with these manufacturing partners. Our manufacturing partners must follow our product design specifications, quality assurance programs, and manufacturing standards.

We do not have long-term supply agreements with most of our third-party manufacturing partners, and we purchase from our primary manufacturers on a purchase order basis. Our product purchase orders outline the delivery terms of our agreement with these manufacturing partners. Our manufacturing partners must follow our product design specifications, quality assurance programs, and manufacturing standards.

We believe video has been the most effective medium to communicate the features of our offering. We primarily market through advertisements on social media to reach our target audience, focusing on incremental return on investment.

We believe video has been the most effective medium to communicate the features of our offering. We market through advertisements on social media to reach our target audience, focusing on incremental return on investment. This model allows us to conduct frequent tests in our sales channels, including testing our brand creative and messages, allowing us to further optimize marketing spend.

Our ability to match trainers across time zones means that coaches can choose to work only in the mornings or in the evenings. Higher earning potential – Our platform has created new opportunities for trainers to increase their earning potential, driven by increased capacity to take on clients during peak hours.

Higher earning potential – Our platform has created new opportunities for trainers to increase their earning potential, driven by increased capacity to take on clients during peak hours. The time saved from commuting can instead be spent with more clients.

Fitness Content and Instruction 16 Our VOD content spans strength, recovery, barre, mind, Pilates, yoga, and other specialty categories. We produce our VOD content both through our highly skilled in-house team and by contracting seasoned content production and creative professionals, and we feature what we believe to be the top fitness instructor talent in the Los Angeles area.

Engaging VOD content from leading instructors Our VOD content spans several modalities, including strength, recovery, yoga, pilates, barre, mindfulness and meditation, and other specialty fitness categories. We produce our VOD content both through our highly skilled in-house team and by contracting seasoned content production and creative professionals.

Both products are designed to provide a more integrated and immersive experience than similar connected fitness products currently on the market.

Connected Hardware Platform: Through the FORME brand, we offer two connected hardware products, the FORME Studio (fitness mirror) and the FORME Studio Lift (fitness mirror and cable-based digital resistance). The FORME products are designed to provide a more integrated and immersive experience than similar products currently on the market.

Our sales associates use customer relationship management tools to deliver a personalized and educational purchase experience. • E-Commerce and Inside Sales: Our desktop- and mobile-compatible website provides an elevated brand experience where visitors can learn about our products and services and access product reviews.

Multi-Channel Sales Model We sell our products to customers through a multi-channel sales platform that includes e-commerce, inside sales and third party distribution relationships. • E-Commerce and Inside Sales : Our desktop- and mobile-compatible website provides an elevated brand experience where visitors can learn about our products and services and access product reviews.

Our Fitness Concierge team is currently comprised of personnel with training and expertise in hospitality and membership experience, and with our connected fitness hardware products.

This team primarily works remotely and is distributed across the United States. Our Fitness Concierge team is currently comprised of personnel with training and expertise in hospitality and membership experience, and with our connected fitness hardware products. Manufacturing We outsource the manufacturing of our products to multiple manufacturing partners located primarily in Taiwan and mainland China.

Source: Bureau of Labor Statistics, Sports and Exercise, May 2017 (left), 2021 IHRSA Global Report, compiled by Piper Sandler based on data from other third-parties, including IBISWorld, Morgan Stanley research, and LEK (2021 revenue) (right) 10 Consumers are shifting consumption of fitness to digital In 2020 and 2021, the COVID-19 pandemic significantly impacted the gym and health club industry (see discussion above).

To this end, industry revenues are expected to reach $35.5B in 2024, reflecting recovery above pre-pandemic levels. 20 Source: Bureau of Labor Statistics, Sports and Exercise, May 2017 (left), 2021 IHRSA Global Report, compiled by Piper Sandler based on data from other third-parties, including IBISWorld, Morgan Stanley research, and LEK (2021 revenue) (right) Our products address large and attractive segments within the fitness industry According to IHRSA’s 2023 U.S.

We believe the commercial channel provides us with a valuable opportunity to introduce our product to wider audiences and allow for physical, on-product experiences outside of a store or showroom. Member Support Services Our member support team encompasses our member engagement staff, our field operations team, and our Fitness Concierge team focuses on retention and customer satisfaction.

Additionally, placements in the commercial channel provide us with a valuable opportunity to facilitate physical, on-product experiences outside of a store or showroom, which can be an high value source of lead generation for at-home customers. Member Support Services Our member support team encompasses our member support and engagement staff and our field operations team.

Through our internally developed Live 1:1 software platform we strive to deliver a consistent and high quality user experience for both the member and the trainer that includes value added features like on-screen biometrics (e.g., heart rate and calories burned), an adjustable field of view for the trainer and other on-screen UI elements to provide context and motivation during a session.

FORME’s digital services platform delivers a consistent, high quality user experience for both the member and coach. Live sessions with performance coaches include value added features like on-screen biometrics, adjustable field of vision for the trainer, and UI elements to provide context as well as motivation to the member during the session.

Accordingly, we believe there is a significant opportunity to increase participation among these groups by offering more compelling and more customized strength training equipment options for home use, paired with expert coaching and instruction.

We believe there is a significant opportunity to increase participation among these groups by offering more compelling, efficient and customized strength and cardiovascular training equipment options for home and commercial use, particularly when paired with expert coaching and instruction. 21 Source: Bureau of Labor Statistics, Sports and Exercise, 2015-2021 Similarly, cardiovascular training ranks among the highest utilization by gym goers, as reported by IHRSA, at 62.9% indicating they use cardio training equipment.

We have strict qualification processes to qualify new suppliers, components, and parts. We have a supply chain team which coordinates the relationships between our manufacturing partners and component suppliers. This team is responsible for cost, quality, and efficiency in the manufacturing processes and for ensuring that timely 19 delivery is made.

This team is responsible for cost, quality, and efficiency in the manufacturing processes and for ensuring that timely delivery is made. We regularly audit our existing manufacturing partners, and component suppliers, and evaluate new partners and suppliers, to help ensure that we can scale our manufacturing base as we grow our business.

Our training and development program focuses on a harassment-free workplace and diversity topics, as well as ethics and compliance. We consider our global employee relations to be good. Our objective is to attract and retain talented and experienced personnel, including personal trainers and fitness instructors, advisors, and consultants.

Our employee base reflects diversity in backgrounds and experiences and each employee contributes different perspectives, ideas, strengths, and abilities to our business. Our training and development program focuses on a harassment-free workplace and diversity topics, as well as ethics and compliance. We consider our global employee relations to be good.

Our Fitness Concierge team works with our trainers to help ensure that each member is maximizing the value of their experience. We also utilize additional third-party support services in areas such as web chat messaging and customer relationship management tools, and intend to increasingly do so as we grow in order to efficiently scale.

We also utilize additional third-party support services in areas such as web chat messaging and customer relationship management tools, and intend to increasingly do so as we grow in order to efficiently scale. Our field operations team provides support regarding sales, scheduling, delivery, installation, account and billing inquiries, troubleshooting and repair, product education, returns and exchanges, and other member requests.

The Forme Studio Lift provides digital resistance up to 100 pounds per arm and is able to auto-adjust resistance based on the user’s profile and can be adjusted remotely by the trainer during a live session. 8 Engaging VOD content from leading instructors Our VOD content spans several modalities, including strength, recovery, barre, mindfulness and meditation, Pilates, yoga, and other specialty fitness categories.

The FORME Studio Lift provides digital resistance up to 100 pounds per arm and is able to auto-adjust resistance based on the user’s profile and can be adjusted remotely by the trainer during a live session. The CLMBR is unlike any other vertical climber that has come before it, in both form, function, and technology.

We believe our service offerings also reduces our reliance on driving volume through brand awareness and product sales, and positions us to achieve attractive levels of annual recurring revenue and profitability. Source: Internal company analysis. See “Market, Industry, and Other Data” for a discussion of the methodology and assumptions underlying internal company estimates.

In the commercial sector, access to additional services create an opportunity for increased engagement and penetration of existing and new residents and guests. We believe our service offerings also reduces our reliance on driving volume through brand awareness and product sales, and position us to achieve attractive levels of annual recurring revenue and profitability.

According to IHRSA, nearly 50% of new gym members quit within six months of joining a club. Furthermore, the COVID-19 pandemic has driven consumers to focus more on their overall well-being, and turn to physical exercise as a way to improve mental health and increase longevity.

Furthermore, the COVID-19 pandemic has driven consumers to focus more on their overall well-being, and turn to physical exercise as a way to improve mental health and increase longevity. We believe health coaching is the most effective way to drive consistency, engagement, and positive outcomes among consumers and is well-aligned to expanding consumer wellness preferences and goals.

… 1204 more changes not shown on this page.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

107 edited+61 added−193 removed73 unchanged

2023 filing

2024 filing

Biggest changeThe period-to-period comparison of our historical results are not necessarily indicative of the results that may be expected in the future. 98 Results of Operations for the Years Ended December 31, 2023 and 2022 Year Ended December 31, 2023 2022 Revenue: (in thousands) Fitness product revenue $ 574 $ 530 Membership revenue 142 74 Training revenue 246 77 Total revenue 962 681 Cost of revenue: Cost of fitness product revenue (2,287 ) (2,402 ) Cost of membership (2) (3,807 ) (5,693 ) Cost of training (396 ) (1,454 ) Total cost of revenue (6,490 ) (9,549 ) Gross loss (5,528 ) (8,868 ) Operating expenses: Research and development (1) 10,044 19,960 Sales and marketing (1) 1,631 6,219 General and administrative (1) (2) 37,277 19,298 Total operating expenses 48,952 45,477 Loss from operations (54,480 ) (54,345 ) Other (expense) income, net: Other (expense) income, net: 1 (4,036 ) Interest (expense) (1,588 ) (952 ) Gain upon debt extinguishment 2,595 523 Change in fair value of convertible notes and bridge notes (306 ) 107 Change in fair value of warrants 2,405 478 Total other income (expense), net 3,107 (3,880 ) Loss before provision for income taxes (51,373 ) (58,225 ) Income tax benefit (expense) — — Net loss $ (51,373 ) $ (58,225 ) (1) Includes stock-based compensation expense as follows: Year Ended December 31, 2023 2022 (in thousands) Research and development $ 6,505 $ 1,765 Sales and marketing 507 286 General and administrative 22,932 4,297 Total stock-based compensation expense $ 29,943 $ 6,348 For the year ended December 31, 2023 and 2022, $0.9 million and $0.0 million of stock-based compensation was capitalized as software costs, respectively.

Biggest changeThe period-to-period comparison of our historical results are not necessarily indicative of the results that may be expected in the future. 87 Results of Operations for the Years Ended December 31, 2024 and 2023 Year Ended December 31, Change 2024 2023 Amount % Revenue: (in thousands) (in thousands) Fitness product revenue $ 3,973 $ 574 $ 3,399 592 % Membership revenue 783 142 641 451 % Training revenue 624 246 378 154 % Total revenue 5,380 962 4,418 459 % Cost of revenue: Cost of fitness product revenue (2) (3,798 ) (2,287 ) (1,511 ) 66 % Cost of membership (2) (3,318 ) (3,807 ) 489 (13 %) Cost of training (1,042 ) (396 ) (646 ) 163 % Total cost of revenue (8,158 ) (6,490 ) (1,668 ) 26 % Gross loss (2,778 ) (5,528 ) 2,750 (50 %) Operating expenses: Research and development (1) 6,988 10,044 (3,056 ) (30 %) Sales and marketing (1) (2) 1,080 1,631 (551 ) (34 %) General and administrative (1) (2) 18,339 37,277 (18,938 ) (51 %) Total operating expenses 26,407 48,952 (22,545 ) (46 %) Loss from operations (29,185 ) (54,480 ) 25,295 (46 %) Other (expense) income, net: Other (expense) income, net: (956 ) 1 (957 ) (95,700 %) Interest expense (7,727 ) (1,588 ) (6,139 ) 387 % Gain upon debt forgiveness — 2,595 (2,595 ) (100 %) Loss on issuance of warrants (5,551 ) — (5,551 ) 100 % Loss upon extinguishment of debt and accounts payable (1,527 ) — (1,527 ) 100 % Change in fair value of convertible notes (128 ) (306 ) 178 (58 %) Change in fair value of earn out 1,300 — 1,300 100 % Change in fair value of derivatives (460 ) — (460 ) 100 % Change in fair value of warrants 9,300 2,405 6,895 287 % Total other (expense) income, net (5,749 ) 3,107 (8,856 ) (285 %) Loss before provision for income taxes (34,934 ) (51,373 ) 16,439 (32 %) Income tax benefit (expense) — — — - Net loss $ (34,934 ) $ (51,373 ) $ 16,439 (32 %) (1) Includes stock-based compensation expense as follows: Year Ended December 31, Change 2024 2023 Amount % (in thousands) (in thousands) Research and development $ 3,805 $ 6,505 $ (2,700 ) (42 %) Sales and marketing 26 507 (481 ) (95 %) General and administrative 6,421 22,932 (16,511 ) (72 %) Total stock-based compensation expense $ 10,252 $ 29,944 $ (19,692 ) (66 %) For the years ended December 31, 2024 and 2023, $0.6 million and $0.9 million of stock-based compensation was capitalized as software costs, respectively.

Investing Activities Net cash used in investing activities of $1.4 million for the year ended December 31, 2023 was primarily related to the development of internal-use software, software to be sold and markets and content.

Net cash used in investing activities of $1.4 million for the year ended December 31, 2023 was primarily related to the development of internal-use software, software to be sold and markets and content.

Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

While we are implementing these measures, we cannot assure you that these efforts will remediate our material weaknesses and significant deficiencies in a timely manner, or at all, or prevent restatements of our financial statements in the future.

If we are unable to successfully remediate our material weaknesses, or identify any future significant deficiencies or material weaknesses, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports, and the market price of our common stock may decline as a result.

Similarly, we may be unable to attract and retain members, which could have an adverse effect on our business and rate of growth. • 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. 92 • 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. • The sufficiency of our liquidity and capital resources, and our ability to obtain additional funding as needed for our operations and to execute on our strategy. • Our ability to execute or realize the anticipated benefits of any strategic acquisition or transaction.

Similarly, we may be unable to attract and retain members, which could have an adverse effect on our business and rate of growth. • 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. • 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. • The sufficiency of our liquidity and capital resources, and our ability to obtain additional funding as needed for our operations and to execute on our strategy. • Our ability to execute or realize the anticipated benefits of any strategic acquisition or transaction.

Factors Affecting Our Performance Our financial condition and results of operations have been, and will continue to be, affected by a number of factors, including the following: • 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. • We derive a significant majority of our revenue from sales of our Forme Studio and Forme Lift equipment and if sales of our Forme Studio and Forme Lift equipment decline, it would materially and negatively affect our future revenue and results of operations. • Our membership revenue is largely dependent on our ability to sell our Forme Studio equipment and if sales of our Forme Studio equipment decline, our membership revenue would decline, and it would materially and negatively affect our future revenue and results of operations.

Factors Affecting Our Performance Our financial condition and results of operations have been, and will continue to be, affected by a number of factors, including the following: • 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. • We derive a significant majority of our revenue from sales of our CLMBR, FORME Studio and FORME Studio Lift equipment and if sales of our CLMBR, FORME Studio and FORME Studio Lift equipment decline, it would materially and negatively affect our future revenue and results of operations. • Our membership revenue is largely dependent on our ability to sell our CLMBR, FORME Studio equipment and if sales of our FORME Studio equipment decline, our membership revenue would decline, and it would materially and negatively affect our future revenue and results of operations.

Additionally, our independent registered accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act. 122 It em 9B. Other Information. None. It em 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Additionally, our independent registered accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act. It em 9B. Other Information. None . It em 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may 100 become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, a company’s principal executive and principal financial officers, or persons performing similar functions, and effected by a company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles.

Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed by, or under the supervision of, a company’s principal executive and principal financial officers, or persons performing similar functions, and effected 99 by a company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles.

We are in the process of implementing measures designed to improve our internal control over financial reporting to remediate these material weaknesses, including formalizing our processes and internal control documentation and strengthening supervisory reviews by our financial management; hiring additional qualified accounting and finance personnel and engaging financial consultants to enable the implementation of internal control over financial reporting and segregating duties amongst accounting and finance personnel.

This in turn may limit our ability to fulfill customer orders and we may be unable to satisfy all of the demand for our products. We may in the future also purchase components further in advance, which in return can result in less capital being allocated to other activities such as marketing and other business needs.

This in turn may limit our ability to fulfill customer orders and we may be unable to satisfy all 84 of the demand for our products. We may in the future also purchase components further in advance, which in return can result in less capital being allocated to other activities such as marketing and other business needs.

Reduce the cost of personal training and expand addressable market without sacrificing quality We intend to continue to explore ways to leverage our products, technology, and proprietary trainer education platform to bring the cost of coaching down incrementally, while maintaining an unwavering focus on the quality of the 91 coaching experience we deliver to our members.

The accompanying consolidated financial statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in 105 the normal course of business for the foreseeable future.

The accompanying consolidated financial statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by 119 collusion of two or more people, or by management override of the controls.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1 inputs are based on quoted prices in active markets for identical assets or liabilities. • Level 2 inputs are based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 inputs are based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities, and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1 inputs are based on quoted prices in active markets for identical assets or liabilities. • Level 2 inputs are based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 inputs are based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities, and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the related notes and other information for the year ended December 31, 2023 and 2022 in this annual report on Form 10-K. Historic results are not necessarily indicative of future results.

The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the related notes and other information for the year ended December 31, 2024 and 2023 in this annual report on Form 10-K. Historic results are not necessarily indicative of future results.

In accordance with the provisions of the JOBS Act, we and our independent registered public accounting firm were not required to, and did not, perform an evaluation of our internal control over financial reporting as of December 31, 2023 or December 31, 2022, nor any period subsequent in accordance with the provisions of the Sarbanes-Oxley Act.

In accordance with the provisions of the JOBS Act, we and our independent registered public accounting firm were not required to, and did not, perform an evaluation of our internal control over financial reporting as of December 31, 2024 or December 31, 2023, nor any period subsequent in accordance with the provisions of the Sarbanes-Oxley Act.

The financial statements required to be filed pursuant to this Item 8 are appended to this Annual Report on Form 10-K. An index of those financial statements is found in Item 15 of Part IV of this Annual Report on Form 10-K. 120 It em 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.

The financial statements required to be filed pursuant to this Item 8 are appended to this Annual Report on Form 10-K. An index of those financial statements is found in Item 15 of Part IV of this Annual Report on Form 10-K. 101 It em 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.

A hypothetical 10% change in interest rates would not result in a material change for the years ended December 31, 2023 and 2022. Inflation Risk We do not believe that inflation has had a material effect on our business, financial condition or results of operations.

A hypothetical 10% change in interest rates would not result in a material change for the years ended December 31, 2024 and 2023. Inflation Risk We do not believe that inflation has had a material effect on our business, financial condition or results of operations.

The determination of the grant date fair value of stock awards issued is affected by a number of variables, including the fair value of our common stock, the expected common stock price volatility over the expected life of the awards, the expected term of the stock option, risk-free interest rates, and the expected dividend yield of our common stock.

The determination of the grant date fair value of stock awards issued is affected by a number of variables, including the fair value of the Company’s common stock, the expected common stock price volatility over the expected life of the awards, the expected term of the stock option, risk-free interest rates, and the expected dividend yield of the Company’s common stock.

The derivative liability will be remeasured at each reporting period using the lattice model with changes in fair value recorded in the consolidated statements of operations in other expense (income). See Note 10 for further details.

Under the collaboration agreement, both we and the Content Provider agree to jointly market their partnership; in addition, the collaboration agreement provides us with a license to use the Content Provider’s content and marks on our Studio fitness ecosystem (i.e., the “License”).

In addition, we are planning on implementing an accounting software system with the design and functionality to segregate incompatible accounting duties, which we currently expect will be fully implemented in our 2024 fiscal year.

In particular, our material weakness related to our accounting software was not fully remediated for the fiscal year ended December 31, 2023 or the fiscal year ended December 31, 2022, as we expect to implement new software in 2024.

In particular, our material weakness related to our accounting software was not fully remediated for the fiscal year ended December 31, 2024 or the fiscal year ended December 31, 2023, as we expect to implement new software in 2025.

As of the date the accompanying consolidated financial statements were issued (the “issuance date”), management evaluated the following adverse conditions and events present at the Company in accordance with ASU 205-40: • Since its inception, the Company has incurred significant operating losses and used net cashflows in its operations.

As of the date the accompanying consolidated financial statements were issued (the “issuance date”), management evaluated the following adverse conditions and events present at the Company in accordance with ASU 205-40: • The Company has incurred significant operating losses and used net cash flows in its operations since inception.

In particular, our material weakness related to our accounting software was not fully remediated for the fiscal year ended December 31, 2023, as we expect to implement new software in 2024.

In particular, our material weakness related to our accounting software was not fully remediated for the fiscal year ended December 31, 2024, as we expect to implement new software in 2025.

Our material financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, convertible notes, embedded derivatives and warrants. The carrying amounts of current financial instruments, which include cash, accounts receivable, accounts payable and accrued expenses, approximate their fair values due to the short-term nature of these instruments.

The Company’s material financial instruments consist primarily of cash and cash equivalents, accounts payable, accrued expenses, bridge notes, convertible notes, embedded derivatives and warrants. The carrying amounts of current financial instruments, which include cash, accounts receivable, accounts payable and accrued expenses, approximate their fair values due to the short-term nature of these instruments.

In preparing our financial statements as of and for the years ended December 31, 2023 and December 31, 2022, management identified material weaknesses in our internal control over financial reporting.

In preparing our financial statements as of and for the years ended December 31, 2024 and December 31, 2023, management identified material weaknesses in our internal control over financial reporting.

In December 2022, the Company enacted a restructuring cost savings initiative which resulted in employee terminations in both December 2022 and January 2023. In association with the January 2023 terminations, the Company accelerated the vesting of a number of individual option awards, resulting in the accelerated vesting of 5,938 shares on the date of modification.

Stock-based awards are measured at the grant date based on the fair value of the award and are recognized as expense, net of actual forfeitures, on a straight-line basis over the requisite service period, which is generally the vesting period of the respective award. We estimate the fair value of stock options using the Black-Scholes option pricing model.

Stock-based awards are measured at the grant date based on the fair value of the award and are recognized as expense, net of actual forfeitures, on a straight-line basis over the requisite service period, which is generally the vesting period of the respective award. The Company estimates the fair value of stock options using the Black-Scholes option pricing model.

Stock-Based Compensation In December 2020, our board of directors adopted the 2020 Equity Incentive Plan (the “2020 Plan”), and in April 2023, our board of directors adopted the 2023 Equity Incentive Plan (the “2023 Plan”).

Stock-Based Compensation In December 2020, the Board of Directors adopted the 2020 Equity Incentive Plan (“the 2020 Plan”) and in April 2023, our board of directors adopted the 2023 Equity Incentive Plan (the “2023 Plan”).

When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurement or assumptions that market participants would use in pricing the assets or liabilities, such as inherent risk, transfer restrictions, and credit risk.

When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurement or assumptions that market participants would use in pricing the assets or liabilities, such as inherent risk, transfer restrictions, and credit risk.

The convertible debt and the derivative liability associated with the December 2023 Notes is presented on the consolidated balance sheet as convertible note payable and the embedded derivatives. The convertible debt is carried at amortized cost.

The convertible debt and the derivative liability associated with the December 2023 Notes is presented on the consolidated balance sheets as convertible note payable and the embedded derivatives, respectively. The convertible debt is carried at amortized cost.

In connection with the Company’s issuance of the December 2023 Notes, the Company bifurcated the embedded conversion option and redemption rights and recorded embedded conversion option and redemption rights as a short term derivative liability in the Company’s balance sheet in accordance with FASB ASC 815, Derivatives and Hedging.

In connection with the Company’s issuance of the December 2023 Convertible Notes (the “December 2023 Notes”), the Company bifurcated the embedded conversion option and redemption rights and recorded the embedded conversion option and redemption rights as a short term derivative liability in the Company’s consolidated balance sheet in accordance with FASB ASC 815, Derivatives and Hedging.

Item 6. [ Reserved] 90 It em 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 6. [ Reserved] 81 It em 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

If a delisting occurs, the Company will be faced with a number of material adverse consequences, including limited availability of market quotations for its common stock; limited news and analyst coverage; decreased ability to obtain additional financing or failure to comply with the covenants required by the Company’s borrowing arrangement; limited liquidity for the Company’s stockholders due to thin trading; and a potential loss of confidence by investors, employees and other third parties who do business with the Company.

If a delisting occurs, the Company will be faced with a number of material adverse consequences, including limited availability of market quotations for its common stock; limited news and analyst coverage; decreased ability to obtain additional financing; limited liquidity for the Company’s stockholders due to thin trading; and a potential loss of confidence by investors, employees and other third parties who do business with the Company.

We plan to continue to pursue disciplined international expansion by targeting countries with high fitness penetration and spend, as well as the presence of boutique fitness, and where we believe Forme’s value proposition will resonate.

We plan to continue to pursue disciplined international expansion by targeting countries with high fitness penetration and spend, as well as the presence of boutique fitness, where we believe both CLMBR and FORME’s value propositions will resonate.

Business Model and Growth Strategy Increase uptake of add-on services through compelling member experience We intend to increase uptake of our add-on memberships and services by providing a compelling member experience focused on introducing our members to the variety of services available on our platform and specifically, the value-added benefits of our coaching and personal training offering.

Increase uptake of add-on services through compelling member experience We intend to increase the uptake of our add-on memberships and services by providing compelling member experience focused on introducing our members to the variety of services available on our platform and specifically, the value-added benefits of our coaching and personal training offering.

We estimate the expected term based on the simplified method for employee stock options considered to be “plain vanilla” options, as our historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term.

The Company estimates the expected term based on the simplified method for employee stock options considered to be “plain vanilla” options, as the Company’s historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term.

In accordance with ASC Topic 825, we record these convertible notes at fair value with changes in fair value recorded as a component of other expense, net in the consolidated statement of operations and comprehensive loss.

In accordance with ASC Topic 825, the Company records these convertible notes at fair value with changes in fair value recorded as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss.

In the event the Company is unable to secure additional outside capital and/or secure amendments or waivers from its lenders to defer or modify the repayment terms of the Company’s outstanding indebtedness, management will be required to seek other strategic alternatives, which may include, among others, a significant curtailment of the Company’s operations, a sale of certain of the Company’s assets, a sale of the entire Company to strategic or financial investors, and/or allowing the Company to become insolvent by filing for bankruptcy protection under the provisions of the U.S.

In the event the Company is unable to refinance its outstanding debt, settle some or all of the debt with shares of the Company’s common or preferred stock, secure additional outside capital, and/or secure amendments or waivers from its lenders to defer or modify the repayment terms, management will be required to seek other strategic alternatives to settle this indebtedness, which may include, among others, a significant curtailment of the Company’s operations, a sale of certain of the Company’s assets, a sale of the entire Company to strategic or financial investors, and/or allowing the Company to become insolvent by filing for bankruptcy protection under the provisions of the U.S.

The material weaknesses we identified related to (1) the lack of a sufficient number of trained professionals with the expertise to design, implement, and execute a formal risk assessment process and formal accounting policies, procedures, and controls over accounting and financial reporting to ensure the timely and accurate recording of financial transactions while maintaining a segregation of duties; (2) certain system limitations in our accounting software and the overall control environment (3) the lack of a sufficient number of trained professionals with the appropriate U.S.

The material weaknesses we identified related to (1) the lack of a sufficient number of trained professional with the expertise to design, implement, and execute a formal risk assessment process and formal accounting policies, procedures, and control over accounting and financial reporting to ensure the timely and accurate recording of financial transactions while maintaining a segregation of duties (2) the lack of a sufficient number of trained professionals with the appropriate U.S.

In May 2023, upon closing of the Company's IPO, the November 2022 Convertible notes were converted into an aggregate of 565,144 shares of common stock.

In May 2023, upon closing of the Company's IPO, the convertible notes were converted into an aggregate of 141 shares of common stock.

In 2022, the sale of the shares of common stock to several employees was completed in the form of issuances of Secured Partial Recourse Promissory Notes (the “Note(s)”) by the respective employee to the Company. 111 The Notes were in the aggregate amount of $154,875 and $449,750 for 94,908 and 299,832 shares as of December 31, 2023 and December 31, 2022, respectively.

In 2022, the sale of the shares of common stock to several employees was completed in the form of issuances of Secured Partial Recourse Promissory Notes (the “Note(s)”) by the respective employee to the Company. The Notes were in the aggregate amount of $154,875 and 24 shares as of December 31, 2024 and December 31, 2023, respectively.

Interest (Expense) Interest expense increased $0.6 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022.

Interest (Expense) Interest expense increased $6.1 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023.

We derive our volatility from the average historical stock volatilities of several peer public companies over a period equivalent to the expected term of the awards.

The Company derives its volatility from the average historical stock volatilities of several peer public companies over a period equivalent to the expected term of the awards.

Sales and Marketing Sales and marketing expense decreased $4.6 million, or 74%, for the year ended December 31, 2023, as compared to the year ended December 31, 2022, respectively.

Sales and Marketing Sales and marketing expense decreased $0.6 million, or 34%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023, respectively.

As a result, we expect that our general and administrative expenses will increase in absolute dollars in future periods and vary from period to period as a percentage of revenue, but we expect to leverage these expenses over time as we grow our revenue and member base. 97 Other (Expense) Income, Net Other (expense) income, net consists of unrealized foreign currency gains and losses.

Also in January 2023, the Company repriced 301,537 option awards.

Also in January 2023, the Company repriced 76 option awards.

Generally, charges are recorded when restructuring actions are approved, communicated and/or implemented. Off-Balance Sheet Arrangements In accordance with ASC 718, when a nonrecourse note is used to fund the exercise of a stock option, the stock option is not considered “exercised” for accounting purposes until the employee repays the loan.

Off-Balance Sheet Arrangements In accordance with ASC 718, when a nonrecourse note is used to fund the exercise of a stock option, the stock option is not considered “exercised” for accounting purposes until the employee repays the loan.

Cash Flows Comparison of the Years Ended December 31, 2023 and 2022 Year ended December 31, (in thousands) 2023 2022 Net cash used in operating activities $ (15,427 ) $ (35,545 ) Net cash used in investing activities (1,421 ) (7,607 ) Net cash provided by financing activities 17,105 41,772 Effect of exchange rate on cash (483 ) (91 ) Net Change In Cash and Cash Equivalents $ (226 ) $ (1,471 ) Operating Activities Net cash used in operating activities of $15.4 million for the year ended December 31, 2023, was primarily due to a net loss of $51.4 million offset by depreciation and amortization expense of $6.5 million, stock-based compensation of $29.9 million, amortization of debt discount of $1.4 million, warrants issued to service providers and warrants issuance expense of $0.5 million, inventory valuation loss of $0.8 million, change in fair value of convertible notes of $0.3 million, and increase in operating assets and liabilities of $0.7 million, partially offset by gain on debt forgiveness of $2.6 million and change in the fair value of warrants of $2.4 million.

Net cash used in operating activities of $15.4 million for the year ended December 31, 2023, was primarily due to a net loss of $51.4 million offset by depreciation and amortization expense of $6.5 million, stock-based compensation of $29.9 million, amortization of debt discount of $1.4 million, warrants issued to service providers and warrants issuance expense of $0.5 million, inventory valuation loss of $0.8 million, change in fair value of convertible notes of $0.3 million, and increase in operating assets and liabilities of $0.7 million, partially offset by gain on debt forgiveness of $2.6 million and change in the fair value of warrants of $2.4 million.

Given our limited operating history, we cannot predict how ongoing or increasing recessionary or inflationary pressures may impact our business, financial condition, and results of operations in the future. Components of Our Operating Results We generate revenue from sales of our connected fitness products, membership revenue, and personal training revenue.

Net cash provided by financing activities of $41.8 million for the year ended December 31, 2022 was primarily related to proceeds from the issuance of preferred stock – Series A, convertible notes and common stock. 110 Contractual Obligations and Other Commitments Lease Obligations The following represents our minimum annual rental payments under operating leases for each of the next five years and thereafter as of December 31, 2023: Future Minimum Payments Fiscal Year Ending December 31, (in thousands) 2024 78 2025 78 2026 78 2027 78 Thereafter 33 Total $ 345 C ommitments In May 2021, we entered into two agreements with a third-party content provider (“Content Provider”), a service agreement and a collaboration agreement.

Net cash provided by financing activities of $17.1 million for the year ended December 31, 2023 was primarily related to $4.3 million of proceeds from the issuance of common stock in connection with the rights offering completed in February 2023 and $10.8 million net proceeds from issuance of common stock upon IPO, net proceeds from senior secured notes of $2.9 million and proceeds from issuance of convertible notes $2.0 million and net payments of loans of $0.5 million, partially offset by payments of offering costs of $2.4 million. 94 Contractual Obligations and Other Commitments Lease Obligations The following represents our minimum annual rental payments under operating leases for each of the next five years and thereafter as of December 31, 2024: Future Minimum Payments Fiscal Year Ending December 31, (in thousands) 2025 282 2026 78 2027 78 2028 33 2029 — Thereafter — Total $ 471 C ommitments In May 2021, we entered into two agreements with a third-party content provider (“Content Provider”), a service agreement and a collaboration agreement.

Deferred tax assets and liabilities reflect the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities as well as operating loss, capital loss, and tax credit carryforwards, using enacted tax rates.

Income Taxes We utilize the asset and liability method for computing our income tax provision. Deferred tax assets and liabilities reflect the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities as well as operating loss, capital loss, and tax credit carryforwards, using enacted tax rates.

The decrease was primarily due to a decrease in personnel-related expenses from a reduction in headcount of $9.7 million, and a decrease in 3rd party engineering services of $5.0 million, partially offset by an increase of $4.8 million in stock-based compensation expenses.

The decrease was primarily due to a decrease in personnel-related expenses from a reduction in headcount of $0.1 million, and a decrease in software and subscriptions of $0.6 million, a decrease of $2.7 million in stock-based compensation expenses, offset by increase in 3rd party engineering services of $0.3 million.

Membership revenue represented 15% of total revenue for the year ended December 31, 2023, and 11% of total revenue for the year ended December 31, 2022. Training Training revenue consists of sales of our personal training services delivered through our connected fitness products and third-party mobile devices. Training revenue is recognized at the time of delivery.

Training Training revenue consists of sales of our personal training services delivered through our connected fitness products, in-person classes and third-party mobile devices. Training revenue is recognized at the time of delivery. Training revenue represented 12% and 26% of total revenue for the years ended December 31, 2024 and 2023, respectively.

General and Administrative General and administrative expense increased $18.0 million, or 93%, for the year ended December 31, 2023, as compared to the year ended December 31, 2022, respectively.

General and Administrative General and administrative expense decreased $18.9 million, or 51%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023, respectively.

GAAP technical expertise to identify, evaluate, and account for complex transactions and review valuation reports prepared by external specialists and (4) the lack of sufficient processes and precise review and procedures to ensure the proper accounting for stock based compensation expenses, and the recording of those expenses completely and accurately in the appropriate period.

GAAP technical expertise to identify, evaluate, and account for complex transactions and review valuation reports prepared by external specialists and (3) management failed to design and implement adequate internal controls over the recording of stock-based compensation expense including a precise review and procedures to ensure the proper accounting for stock based compensation expenses, and the recording of those expenses completely and accurately in the appropriate period.

A material weakness is a significant deficiency, or a combination of significant deficiencies, in internal control over financial reporting such that it is reasonably possible that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Material Weaknesses A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of our annual or interim consolidated financial statements would not be prevented or detected on a timely basis.

Operating Expenses Research and Development Research and development expense primarily consists of personnel and facilities-related expenses, consulting and contractor expenses, tooling and prototype materials, and software platform expenses.

Training Training cost of revenue includes costs associated with personnel related expenses and rent expense. Operating Expenses Research and Development Research and development expense primarily consists of personnel and facilities-related expenses, engineering costs, consulting and contractor expenses, tooling and prototype materials, and software platform expenses.

Connected fitness product revenue represented 59% of total revenue for the year ended December 31, 2023, and 78% of total revenue for the year ended December 31, 2022. 96 Membership Membership revenue consists of revenue generated from our monthly Connected Fitness membership.

Connected fitness product revenue represented 74% and 59% of total revenue for the years ended December 31, 2024 and 2023, respectively. Membership Membership revenue consists of revenue generated from our monthly Connected Fitness membership. Membership revenue represented 14% and 15% of total revenue for the years ended December 31, 2024 and 2023, respectively.

Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act.

Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act for the Company. Management assessed the effectiveness of internal control over financial reporting as of the year ended December 31, 2024.

Interest Expense Interest expense consists of interest associated with the related party loans. Change in Fair Value of Convertible Notes The change in fair value of convertible notes consists of the change in the fair value of the outstanding convertible notes since the previous reporting period.

Change in Fair Value of Convertible Notes The change in fair value of convertible notes consists of the change in the fair value of the outstanding convertible notes since the previous reporting period.

In this regard, since the Company’s inception, substantially all of management’s efforts have been devoted to making investments in research and development including the development of revenue generating products and services and the development of a commercial organization, all at the expense of short-term profitability.

In this regard, since the Company’s inception, substantially all of management’s efforts have been devoted towards the development of its brands and services, their penetration in the marketplace, and the development of a commercial organization, all at the expense of short-term profitability.

The decrease was primarily due to a decrease in personnel-related expenses from a reduction in headcount of $2.6 million, a decrease of $1.9 million in advertising and marketing, and a decrease of $0.3 million in rent expense due to the closure of retail locations, partially offset by an increase of $0.2 million in stock-based compensation expenses.

The decrease was primarily due to a decrease in personnel-related expenses from a reduction in headcount of $0.1 million, a decrease of $0.3 million in advertising and marketing, a decrease in consulting expenses of $0.4 million, and a decrease of $0.5 million in stock based compensation expense, partially offset by an increase of $0.5 million in amortization of intangibles from CLMBR, Inc. acquisition and $0.2 million increase in demo units sent to customers.

Our solution enables corporations to provide all of their employees with a coaching platform regardless of whether they work from home, in the office, or both. Our multi-pronged service offering also provides a new level of customization that can be adapted to employees at virtually all levels of tenure.

Our solution enables corporations to provide all of their employees with a coaching platform regardless of whether they work from home, in the office, or both.

Capitalized software costs are amortized over the estimated useful life, which is three years. Capitalization begins once the application development stage begins, management has authorized and committed to funding the project, it is probable the project will be completed, and the software will be used to perform the function intended.

Capitalization begins once the application development stage begins, management has authorized and committed to funding the project, it is probable the project will be completed, and the software will be used to perform the function intended. Internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use.

I tem 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures As of December 31, 2023, management, with the participation of our Principal Executive Officer and Principal Financial and Accounting Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

Evaluation of Disclosure Controls and Procedures Under the supervision, and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the period ending December 31, 2024.

For example, we are currently evaluating potential international expansion in the United Kingdom and Canada, although we have not yet made any definitive plans regarding such expansion or the potential timing thereof.

With more than 180 million people belonging to gyms globally in 2019, according to IHRSA, we believe there is significant opportunity to grow internationally. For example, we are currently evaluating potential international expansion in the United Kingdom and Canada, although we have not yet made any definitive plans regarding such expansion or the potential timing thereof.

Changes in Internal Control Over Financial Reporting No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) has occurred during the year ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting There has been no change in our internal control over financial reporting during the period ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The decrease is primarily related to the decrease in personnel-related expenses from a reduction in headcount. Training cost of revenue for the year ended December 31, 2023 decreased $1.1 million, or 73%, compared to the year ended December 31, 2022. The increase is primarily attributable to the launch of our Live 1:1 personal training services.

The decrease is primarily related to the decrease in amortization of content costs of $0.4 million and decrease in personnel-related expenses from a reduction in headcount of $0.1 million. Training cost of revenue for the year ended December 31, 2024 increased $0.6 million, or 163%, compared to the year ended December 31, 2023.

As permitted under ASC Topic 825, Financial Instruments, we have elected the fair value option to account for our November 2023 Bridge Notes. In accordance with ASC Topic 825, we record these bridge notes at fair value with changes in fair value recorded as a component of other expense, net in the consolidated statement of operations and comprehensive loss.

Key milestones in our growth history include: • May 2017 – Forme founded • July 2021 – Commenced commercial delivery of Forme Studio (fitness mirror), our first connected fitness hardware product • July 2022 – Live 1:1 personal training service launched • August 2022 – Commenced commercial delivery of Forme Studio Lift (fitness mirror and cable-based digital resistance) Our revenue is primarily generated from the sale of our connected fitness hardware products and associated recurring membership revenue.

Key milestones in our growth history include: • May 2017 – FORME founded • July 2021 – Commenced commercial delivery of FORME Studio (fitness mirror), our first connected fitness hardware product • July 2022 – Live 1:1 personal training service launched • August 2022 – Commenced commercial delivery of FORME Studio Lift (fitness mirror and cable-based digital resistance) • April 2023 – Interactive Strength went public on NASDAQ with ticker TRNR • February 2024 – Acquired substantially all of the assets of CLMBR, Inc.

Training revenue increased $0.2 million, or 219%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase was primarily attributable to the launch of our Live 1:1 personal training services.

Training revenue increased $0.4 million, or 154%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was primarily attributable to the acquisition of CLMBR, Inc.

Gain on debt extinguishment Gain on debt extinguishment was a result of forgiveness of debt of $2.6 million related to the third-party content provider for the year ended December 31, 2023, and forgiveness of PPP loan of $0.5 million for the year ended December 31, 2022.

Gain on debt extinguishment Gain on debt extinguishment was a result of forgiveness of debt of $2.6 million related to the third-party content provider for the year ended December 31, 2023. Loss on issuance of warrants Loss on issuance of warrants consists of fair value of issuance of warrants issued in connection with Registered Direct Offering and Best Efforts Offering.

Stock-based compensation expense is classified in the accompanying consolidated statement of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient's service payments are classified.

Expected dividend yield is 0.0% as the Company has not paid and does not currently anticipate paying dividends on its common stock. 98 Stock-based compensation expense is classified in the accompanying consolidated statement of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.

Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation. 118 Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed by, or under the supervision of, a company’s principal executive and principal financial officers, or persons performing similar functions, and effected by a company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles.

… 281 more changes not shown on this page.

Other TRNR 10-K year-over-year comparisons

TRNR 10-K 2024 vs 2025