Interactive Strength amends CLMBR acquisition; enterprise value $15.4M, close expected Jan 2024

Interactive Strength, Inc.

Amended consideration: $1.45M common stock, $3M non-voting preferred, assumption of $1.5M subordinated debt, and $9.4M senior debt (with $1.4M cash paydown and $8M note).
Combined revenue guidance for 2024: $15-20M; expects cashflow positive and adjusted EBITDA profitable potentially by Q4 2024.
Sellers' common shares locked up until October 2024; preferred stock held back for 24 months against indemnification.
Transaction expected to close by end of January 2024, subject to conditions including financing and regulatory clearance.
Deal structured as asset purchase; EV/2024 projected CLMBR revenue multiple ~1.0x-1.3x.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Interactive Strength, Inc. amended Amended Agreement with CLMBR, Inc and CLMBR1, LLC valued at approximately $15.4 million (effective 2024-01-22).

Action: amendment
Agreement: asset purchase
Counterparty: CLMBR, Inc and CLMBR1, LLC
Value: approximately $15.4 million
Effective: 2024-01-22

Exact text from the filing

On January 22, 2024, the Company and the Sellers entered into an amended and restated Asset Purchase Agreement (the “Amended Agreement”).

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Interactive Strength, Inc. filing history →

Source: SEC EDGAR

accession 0000950170-24-006632

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