TRNR Announces 1-for-100 Reverse Split

Rhea-AI Summary

Interactive Strength (NASDAQ:TRNR) announced a 1-for-100 reverse stock split effective November 11, 2024. This corporate action will reduce outstanding common shares from approximately 31 million to 313,235. The split aims to regain compliance with Nasdaq's minimum bid price requirement of $1.00 per share. The measure was approved by stockholders on August 30, 2024, with the final ratio approved by the Board on October 31, 2024.

Proportionate adjustments will be made to shares underlying preferred stock, equity awards, and warrants. Stockholders holding shares electronically or in street name will have positions automatically adjusted, while certificate holders will receive adjusted holdings. No fractional shares will be issued.

Positive

• Strategic move to maintain Nasdaq listing compliance
• Stockholder and Board approval obtained for the action

Negative

• Significant share consolidation indicating potential stock price weakness
• Need for reverse split suggests underlying market valuation concerns

Insights

Financial Analyst

This reverse stock split is a critical financial maneuver aimed at maintaining TRNR's Nasdaq listing. The 1:100 ratio will reduce outstanding shares from 31 million to approximately 313,235, artificially boosting the stock price by 100x. While this doesn't change the company's fundamental value or market cap, it's typically seen as a concerning signal. Companies usually resort to reverse splits when their stock price has declined significantly.

The move suggests TRNR is struggling with a sub-$1 share price, a common threshold for Nasdaq delisting. Though this action preserves the listing status, it doesn't address underlying business challenges. Historical patterns show that companies executing such dramatic reverse splits often continue to face downward price pressure, making this a potentially temporary solution to a deeper problem.

Split Becomes Effective Monday, November 11, 2024

Shareholder- and Board-Approved Action Reduces Shares Outstanding to 313,235 from 31 Million, Ensures Continued Compliance with Nasdaq Listing Requirements

AUSTIN, TX / ACCESSWIRE / November 7, 2024 / Interactive Strength Inc. (NASDAQ:TRNR) ("TRNR" or "the Company"), maker of innovative specialty fitness equipment under the CLMBR and FORME brands, today announced that it will conduct a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-100. The reverse stock split will become effective on November 11, 2024, and the Company's common stock will begin trading on a post-split basis at the market open on November 11, 2024, under the Company's existing trading symbol "TRNR", with the new CUSIP number, 45840Y302. The reverse stock split is part of the Company's plan to regain compliance with the minimum bid price requirement of $1.00 per share required to maintain continued listing on The Nasdaq Capital Market, among other benefits.

The reverse stock split range was approved by the Company's stockholders at the Company's Special Meeting of Stockholders held on August 30, 2024, at the discretion of the Company's Board of Directors. The final ratio was approved by the Company's Board on October 31, 2024.

The reverse stock split reduces the number of shares of the Company's outstanding common stock to approximately 313,235 shares from approximately 31 million shares. As a result of the reverse stock split, proportionate adjustments will be made to the number of shares of the Company's common stock underlying the Company's outstanding preferred stock, equity awards and warrants and the number of shares issuable under the Company's equity incentive plans and other existing agreements, as well as the conversion or exercise price, as applicable. There will be no change to the number of authorized shares or the par value per share of the Company's common stock.

Information for TRNR Stockholders

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

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

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

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

TRNR Investor Contact

ir@interactivestrength.com

About Interactive Strength Inc.:

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

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

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

Forward Looking Statements:

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

SOURCE: Interactive Strength Inc.

View the original press release on accesswire.com

FAQ

What is the reverse stock split ratio announced by TRNR?

TRNR announced a 1-for-100 reverse stock split, effective November 11, 2024.

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

After the reverse split, TRNR will have approximately 313,235 shares outstanding, reduced from 31 million shares.

When did TRNR shareholders approve the reverse stock split?

TRNR shareholders approved the reverse stock split at the Special Meeting of Stockholders held on August 30, 2024.

What is the main purpose of TRNR's reverse stock split?

The main purpose is to regain compliance with Nasdaq's minimum bid price requirement of $1.00 per share for continued listing.