Interactive Strength (TRNR) 424B3Prospectus supplement

Filed pursuant to Rule 424(b)(3)

Registration No. 333-276217

PROSPECTUS SUPPLEMENT NO. 6

(to Prospectus dated December 29, 2023)

(Interactive Strength Inc.)

Up to 12,480,480 shares of common stock

This prospectus supplement supplements the prospectus dated December 29, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-276217). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 26, 2024 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the offer and sale, from time to time, of up to 12,480,480 shares of the common stock of Interactive Strength Inc. d/b/a Forme (the “Company,” “Forme,” “we,” or “us”) by the selling stockholder, 3i, LP (“3i” or the “selling stockholder” or the “Note Investor”), or its permitted transferees or other successors-in-interest. These 12,480,480 shares consist of: (a) up to 11,556,000 shares of common stock (the “Convertible Note Shares”) issuable upon the conversion of a senior unsecured convertible note in the aggregate principal amount of $2,160,000, which was issued with an eight percent (8.0%) original issue discount and which bears an interest rate of seven percent (7.0%) per annum, issued to the selling stockholder (the “Note”); and (b) up to 924,480 shares of common stock (the “Warrant Shares” and, together with the Convertible Note Shares, the “Shares”) issuable upon exercise of a common stock purchase warrant issued to the selling stockholder (the “Warrant” and, together with the Note, the “Securities”).

The Securities were issued pursuant to that certain purchase agreement between us and the selling stockholder, dated December 7, 2023 (the “Purchase Agreement”). The number of shares of common stock issuable upon conversion of the Note or exercise of the Warrant, as applicable, are subject to certain beneficial ownership and share issuance caps as set forth in the Purchase Agreement. See “The 3i Note Transaction” in the Prospectus for a description of the agreement and “Selling Stockholder” in the Prospectus for additional information regarding the selling stockholder.

The selling stockholder, or its permitted transferees or other successors-in-interest, may offer the Shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. References to the “selling stockholder” in the Prospectus shall also refer to any permitted transferees or other successors-in-interest to the Note Investor. The prices at which the selling stockholder sells the Shares will be determined by the prevailing market price for the shares or in negotiated transactions. We provide additional information about how the selling stockholder may sell the Shares in “Plan of Distribution” on page 181 of the Prospectus.

We are not offering any shares of our common stock for sale under the Prospectus. We are registering the offer and resale of the Shares to satisfy contractual obligations owed by us to the selling stockholder pursuant to the Purchase Agreement and documents ancillary thereto. Our registration of the Shares covered by the Prospectus does not mean that the selling stockholder will offer or sell any of the Shares. Any of the Shares subject to resale hereunder will have been issued by us and acquired by the selling stockholder prior to any resale of such Shares pursuant to the Prospectus. No underwriter or other person has been engaged to facilitate the sale of the Shares in this offering. The selling stockholder will pay or assume discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar expenses, if any, incurred for the sale of the Shares.

We will not receive any proceeds from the resale of the Shares by the selling stockholder pursuant to the Prospectus. However, we may receive up to $1.25 per share upon the cash exercise of the Warrant. The Warrant may be exercised at any time between December 7, 2023 and June 7, 2029. Upon the exercise of the Warrant for all 924,480 Warrant Shares by payment of cash, we will receive aggregate gross proceeds of approximately $1.2 million. However, we cannot predict when and in what amounts or if the Warrant will be exercised, and it is possible that the Warrant may expire and never be exercised, in which case we would not receive any cash proceeds.

Our common stock is listed on Nasdaq under the symbol “TRNR”. On February 23, 2024, the closing price of our shares of common stock was $0.64 per share. We are an “emerging growth company” and a “smaller reporting company” as those terms are defined under the federal securities laws and, as such, have elected to comply with certain reduced public company disclosure and reporting requirements.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

See the section entitled “Risk Factors” beginning on page 10 of the Prospectus and in the documents incorporated by reference in the Prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is February 26, 2024.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

INTERACTIVE STRENGTH INC.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 

Item 1.01 Entry into a Material Definitive Agreement.

On February 20, 2024, Interactive Strength Inc., a Delaware corporation (the “Company”), entered into an Exclusive Distribution Agreement (the “Distribution Agreement”) with WOODWAY USA, INC. (the “Distributor”), a Wisconsin corporation, pursuant to which the Company granted to the Distributor the exclusive right to sell and distribute the Company’s CLMBR product anywhere in the world in the commercial market. In consideration for entering into the Distribution Agreement the Company issued to the Distributor a warrant (the “Warrant”) to purchase up to an aggregate of 800,000 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). The Distribution Agreement has a five year term and is automatically renewable for further five year terms unless the Distributor cancels at least 90 days prior to the expiration of the term. Pursuant to the Distributor Agreement, the Distributor will place an order for 2,150 units of the Company’s CLMBR product. If all units are sold this will generate up to approximately $7 million in net revenue to the Company. The Distributor will have a security interest in these units. In addition, pursuant to the Distribution Agreement, the Distributor has a right of first refusal to buy the Company’s business.

The foregoing description of the Distribution Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Distribution Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Company issued a press release on February 26, 2024 with regard to the Distribution Agreement. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Description of the Warrants

The Warrant is exercisable for 800,000 shares of Common Stock, at an exercise price of $1.25 per share. The Warrant has a ten year term and its exercise price is subject to voluntary adjustments and adjustments upon subdivision or combinations of shares of Common Stock.

The foregoing description of the Warrant does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Warrant, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Warrant is incorporated by reference into this Item 3.02. The Warrant was issued pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The recipient of the Warrant is an “accredited investor” as defined in Rule 501 under the Securities Act. The Warrant and the shares of Common Stock issuable pursuant to the exercise of the Warrant have not been registered under the Securities Act and thus neither the Warrant nor the underlying shares may be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

* Certain schedules and similar attachments have been omitted in reliance on Item 601(a)(5) of Regulation S-K. The Company will provide, on a supplemental basis, a copy of any omitted schedule or attachment to the SEC or its staff upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE 1933 ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

INTERACTIVE STRENGTH Inc.

Warrant To Purchase Common Stock

Warrant No.: WW-1

Number of Shares of Common Stock: 800,000

Date of Issuance: February 20, 2024 (“Issuance Date”)

Interactive Strength Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, WOODWAY USA, INC., the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), Eight Hundred Thousand (800,000) fully paid nonassessable shares of Common Stock, subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”) shall have the meanings set forth in Section 18. This Warrant is being issued pursuant to that certain Exclusive Distribution Agreement, dated as of February 20, 2024 (the “Effective Date”), by and between the Company and the Holder (the “Distribution Agreement”). Capitalized terms used herein and not otherwise defined shall have the definitions ascribed to such terms in the Distribution Agreement.

Net Number = (A x B) - (A x C)

B

For purposes of the foregoing formula:

A= the total number of shares with respect to which this Warrant is then being exercised.

B = the quotient of (x) the sum of the VWAP of the Common Stock of each of the five (5) Trading Days ending at the close of business on the Principal Market immediately prior to the time of exercise as set forth in the applicable Exercise Notice, divided by (y) five (5).

C = the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

If Warrant Shares are issued in a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c). Notwithstanding anything herein to the contrary, on the Expiration Date, this Warrant shall be automatically exercised via Cashless Exercise pursuant to this Section 2(c).

In addition to and not in substitution for any other rights hereunder, prior to the consummation of each Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at any time after the consummation of the applicable Fundamental Transaction but prior to the Expiration Date, in lieu of the shares of the Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this Warrant). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Holder.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.

INTERACTIVE STRENGTH INC.

By:___/s/ Trent Ward_____________

Name: Trent Ward

Title: CEO

EXHIBIT A

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE COMMON STOCK

INTERACTIVE STRENGTH INC.

The undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of Interactive Strength Inc., a Delaware corporation (the “Company”), evidenced by the attached Warrant to Purchase Common Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:

____________ a “Cash Exercise” with respect to _________________ Warrant Shares; and/or

____________ a “Cashless Exercise” with respect to _______________ Warrant Shares.

In the event that the Holder has elected a Cashless Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder hereby represents and warrants that this Exercise Notice was executed by the Holder at [a.m.][p.m.] on the date set forth below.

2. Payment of Exercise Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant.

3. Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant.

_______ Electronic Delivery DTC Participant:

DTC Number: Account Name: Account Number:

_______ Physical Delivery Address:

Date: _______________ __, ______

Name of Registered Holder

By:

Name:

Title:
 

ACKNOWLEDGMENT

The Company hereby acknowledges this Exercise Notice and hereby directs American Stock Transfer & Trust Company, LLC to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________________ from the Company and acknowledged and agreed to by American Stock Transfer & Trust Company, LLC.

INTERACTIVE STRENGTH INC.

By:________________________________

Name:

Title:

ASSIGNMENT FORM

(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, all of or shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to

whose address is

Dated: __________________, ____

Holder’s Signature:

Holder’s Address:

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever.

EXCLUSIVE DISTRIBUTION AGREEMENT

THIS DISTRIBUTION AGREEMENT ("Agreement") is made effective this 20th day of February, 2024 (the "Effective Date") by and between WOODWAY USA, INC., a corporation duly organized under the laws of the state of Wisconsin ("WOODWAY USA" or "Distributor") and Interactive Strength Inc., a corporation duly organized under the laws of the state of Delaware (“CLMBR” or "Supplier"), and (collectively with "WOODWAY USA" the "Parties").

WHEREAS, Supplier develops, manufactures, and markets the CLMBR exercise equipment (the “Product”) for use health and wellness industry, and desires to expand its sales for the Product;

WHEREAS, Distributor is a leading Supplier of, among other things, treadmills and other exercise equipment (each, an “WW EQUIPMENT”) used in the health and wellness industry;

WHEREAS, the Parties recognize the potential for mutual financial benefit associated with the sale, installation, and use of the Product in connection with WW EQUIPMENT; and

WHEREAS, Distributor desires to obtain from Supplier, and Supplier desires to grant to Distributor, the exclusive right to sell and distribute the Product anywhere in the world in the commercial market including but not limited to the United States of America, Europe, and Asia (the “Territory”); and

WHEREAS, Supplier desires to sell to Distributor under the exclusive rights outlined herein at the specific price on the attached Exhibit A prices attached hereto.

NOW, THEREFORE, in consideration of the mutual premises and covenants hereinafter set forth, and for other good and valuable consideration including the provision of Warrants to Distributor as set forth on the attached Exhibit B, the receipt and adequacy of which is hereby acknowledged, the parties agree to be legally bound as follows:

RECITALS

The above recitals are true and correct, and are incorporated herein and made a part hereof by this reference.

DEFINITIONS

For purposes of this Agreement, the following words, terms and phrases, where written with an initial capital letter, shall have the meanings; assigned to them in this Article 2 unless the context otherwise requires:

APPOINTMENT OF EXCLUSIVE DISTRIBUTORSHIP

GENERAL OBLIGATIONS OF PARTIES

PRICES, FEES, COMMISSIONS, AND PAYMENT

TRADEMARKS

TERM AND TERMINATION; RESTRICTIVE COVENANTS

MISCELLANEOUS

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first above written.

Supplier Distributor

Interactive Strength Inc. WOODWAY USA, INC.

By: /s/ Trent Ward By: /s/ Douglas Bayerlein

Name: Trent Ward Name: Douglas Bayerlein

Position: CEO Position: President

Date:____2/20/2024_______________ Date:__2/20/2024_________________

EXHIBIT A

PRICES
 

EXHIBIT B

WARRANT AGREEMENT

EXHIBIT C

CLMBR PRODUCTS
 

EXHIBIT D

CLMBR INVENTORY
 

EXHIBIT E

SOFTWARE AND RELATED PRODUCTS

EXHIBIT F

WARRANTIES FOR PRODUCTS

Interactive Strength Inc. (Nasdaq: TRNR) Enters into Exclusive Worldwide Distribution Agreement with WOODWAY to Sell and Distribute CLMBR

Austin, TX – February 26, 2024 - Interactive Strength Inc. (Nasdaq: TRNR) (“TRNR” or “the Company”), maker of innovative specialty fitness equipment and provider of virtual personal training services, today announced that it has entered into an exclusive worldwide distribution agreement with WOODWAY USA Inc. (“WOODWAY”), which grants the right for WOODWAY to sell and distribute the Company’s CLMBR product anywhere in the world in the commercial market.

As part of the agreement, WOODWAY is placing an initial purchase order for 2,150 units, which is expected to generate more than $7 million in net revenue for TRNR and anchors the Company’s guidance that it expects to generate net revenue of between $15 million and $20 million in 2024.

Trent Ward, Co-Founder and CEO of TRNR, said: “We could not hope for a better partner for CLMBR than WOODWAY and both companies have very high expectations for the growth potential of CLMBR, in the United States and also internationally. The initial purchase order that should generate more than $7 million of net revenue for TRNR is an extremely strong commitment from WOODWAY and clearly demonstrates their confidence in CLMBR.”

Eric Weber, WOODWAY’s Director of Sales and Marketing, stated, “We have seen great interest from both our domestic and international customers and the most exciting part is that there are multiple use cases for CLMBR in a commercial setting. On one hand, we are seeing CLMBR taking the place of stair-steppers and elliptical machines on gym floors, and on the other hand, we are seeing leading gym chains replace spin bikes with CLMBR machines in group fitness rooms. There are a number of other cases as well and they are all driven by CLMBR’s attractive price, small footprint and safe and efficient full-body workout."

The Company acquired more than 2,200 units of CLMBR inventory already in the United States as part of the acquisition of CLMBR’s assets earlier this month, and most of these will be purchased by WOODWAY, with a portion of the existing inventory allocated to consumer sales through www.clmbr.com. The current expectation is that production of new CLMBR inventory will restart in the second half of 2024.

The majority of CLMBR revenue is expected to be generated in the United States in 2024, but the international demand for CLMBR is expected to be significant and WOODWAY has an impressive global reach, having sold its own products in over 100 countries during its nearly five decades of operations. It is expected that CLMBR will be sold in more than 10 countries during 2024 and the brand will further penetrate WOODWAY’s international network in 2025. As an indication of the future potential for CLMBR, WOODWAY currently has more than 50 international distribution partners, with many of them covering multiple countries and territories.

The agreement has an initial term of five years, but there are extensions included as this relationship is expected to be long-term. In order for WOODWAY to share more in the value creation of this agreement and as a way to create additional alignment between the parties, the Company has issued 800,000 warrants to WOODWAY with an exercise price of $1.25 per share.

WOODWAY is exhibiting multiple CLMBR units in its booth at IHRSA from March 6-8 in Los Angeles. IHRSA is the largest fitness equipment show in the world and many customers use the show to discover innovative fitness equipment and to confirm orders. In early April, WOODWAY will also be exhibiting CLMBR at FIBO in Cologne, Germany, which is the largest equipment show in Europe.

TRNR Investor Contact

ir@interactivestrength.com

TRNR Media Contact

forme@jacktaylorpr.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 home 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 at-home fitness experience through two connected hardware products: 1. The FORME Studio (fitness mirror) and 2. The FORME Studio Lift (fitness mirror and cable-based digital resistance). 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.

About WOODWAY USA, Inc.:

Woodway is a state-of-the-art treadmill manufacturer specializing in custom, hand-built treadmills for over 40 years. With innovation and performance at its forefront, Woodway has been an industry leader for fitness training, medical rehabilitation, and the uppermost echelons of human performance. www.woodway.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. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of revenue and other financial and performance metrics and projections of market opportunity and expectations, projections about the number of units of the Company’s products that will be sold and the number of countries in which such products will be sold, and predictions about when new inventory of the Company’s products will be produced. 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: 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.