Interactive Strength Inc. (NasdaqGM:TRNR) entered into a definitive agreement to acquire All Assets of CLMBR, Inc. and CLMBR1, LLC for $45.5 million on October 6, 2023. Interactive Strength will pay $6 million in stock and assumed $1.5 million of subordinated debt and $9.4 million senior debt to be refinanced. Interactive Strength will pay Earn-out in the from of stock for achieving certain levels of B2B unit sales in 2024. The transaction is expected to be in the fourth quarter of 2023. As of October 11, 2023, Board of director approved the deal. As per filling on February 7, 2024, Interactive Strength completed the acquisition of substantially all of the assets of CLMBR, Inc. The transaction closed on February 2, 2024. The Company used the net proceeds of $6 million raised from the issuance of promissory note to fund a portion of the cash consideration paid in connection with the acquisition of substantially all of the assets of CLMBR, Inc.

Daniel J. Layfield of Moore & Van Allen PLLC acted as legal advisor to Interactive Strength Inc. and Jordan H. Koss and Daniel J. Gawronski of Michael Best & Friedrich LLP acted as legal advisor to CLMBR, INC.

Interactive Strength Inc. (NasdaqGM:TRNR) completed the acquisition of All Assets of CLMBR, Inc. and CLMBR1, LLC for $13.7 million on February 2, 2024. As per the filling of May 20, 2024, the total purchase price $15.9 million consists of (i) cash of $30,000, (ii) shares of the Company?s common stock with a fair value of $1.0 million, 1,428,922 shares, (iii) shares of the Company?s non-voting Series B preferred stock with a fair value of $2.7 million, 1,500,000 shares, (iv) contingent consideration with a fair value of $1.3 million, and (v) the retirement of $9.4 million of senior debt and $1.4 million in related fees, such retirement to be in the form of a $1.4 million cash payment to the lender of the senior debt and the issuance of an $8.0 million promissory note to such lender (the ?Acquisition?).