FORME (TRNR) Files for 3.57M Share and Warrant Offering

FORME (NASDAQ: TRNR) has filed the following:

We are offering up to 3,571,429 shares of common stock (the "Common Stock"), together with series A-1 common stock purchase warrants to purchase up to 3,571,429 shares of Common Stock (the “Series A-1 Warrants”) and series A-2 common stock purchase warrants to purchase up to 3,571,429 shares of Common Stock (the “Series A-2 Warrants”, and together with the Series A-1 Warrants, the “warrants”), pursuant to this prospectus. The assumed combined public offering price for each share of Common Stock and accompanying Series A-1 Warrant and Series A-2 Warrant, is $2.80, which is equal to the last reported sale price of our common stock on the Nasdaq Capital Market on June 24, 2024. The warrants will have an exercise price of $2.80 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares of Common Stock upon exercise of the warrants (“Warrant Stockholder Approval”), provided however, if the Pricing Conditions (as defined below) are met, the Warrant Stockholder Approval will not be required and the warrants will be exercisable upon issuance (the “Initial Exercise Date”). The Series A-1 Warrant will expire on the five-year anniversary of the initial issuance date. The Series A-2 Warrant will expire on the eighteen-month anniversary of the initial issuance date. As used herein “Pricing Conditions” means that the public combined offering price per share of Common Stock and accompanying warrants is such that the Warrant Stockholder Approval is not required under the rules of the Nasdaq Stock Market LLC (“Nasdaq”) because either (i) the offering is an at-the-market offering under Nasdaq rules and such price equals or exceeds the sum of (a) the applicable “Minimum Price” per share under Nasdaq Rule 5635(d) plus (b) $0.125 per share of Common Stock underlying the warrants or (ii) the offering is a discounted offering where the pricing and discount (including attributing a value of $0.125 per share of Common Stock underlying the warrants) meet the pricing requirements under Nasdaq’s rules. This offering also relates to the offering of the shares of Common Stock issuable upon exercise of the warrants and Placement Agent Warrants (as defined herein).

We are also offering to each purchaser whose purchase of shares of our Common Stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of our outstanding shares of Common Stock immediately following consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of Common Stock, in lieu of shares of Common Stock. Each Pre-Funded Warrant will be exercisable for one share of Common Stock. The purchase price of each Pre-Funded Warrant and accompanying warrants will equal the price per share of Common Stock and accompanying warrants being sold to the public in this offering, minus $0.001, and the exercise price of each Pre-Funded Warrant will be $0.001 per share. For each Pre-Funded Warrant that we sell, the number of shares of our Common Stock that we are offering will be decreased on a one-for-one basis. This offering also relates to the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, Placement Agent Warrants (as defined below) and warrants.

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