Exhibit 107

Calculation of Filing Fee Table

Registration Statement on Form S-1

(Form Type)

Interactive Strength Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1:Newly Registered and Carry Forward Securities

 

      Security Type    

Security

Class

Title

  

Fee

Calculation

or Carry

Forward

Rule

  

Maximum

Aggregate

Offering

Price(1)

  

Fee

Rate

   

Amount of

Registration

Fee

Fees to Be

Paid

    Equity    Common stock,
$0.0001 par value
per share(1)(2)		   Rule 457(o)    $18,400,000(2)(3)    .0001102     $2,028
     Equity    Underwriter’s
warrants(4)		   Rule 457(g)    —     —      —  
     Equity    Common stock,
$0.0001 par value
per share, issuable
upon exercise of
underwriter’s
warrants(4)		   Rule 457(o)    $1,000,000(3)   .0001102     $111
     Equity    Common stock,
$0.0001 par value
per share, to be sold
by the selling
stockholders(1)(5)		   Rule 457(o)    $11,050,576(3)   .0001102     $1,218
     Equity    Common stock,
$0.0001 par value
per share, issuable
upon the conversion
of convertible notes,
to be sold by the
selling
stockholders(1)(5)		   Rule 457(o)    $1,349,320(3)   .0001102     $149
     Equity    Common stock,
$0.0001 par value
per share, issuable
upon exercise of
warrants, to be sold
by the selling
stockholders(1)(5)		   Rule 457(o)    $169,816(3)   .0001102     $19
     Equity    Total shares of
common stock to be
sold by the selling
stockholders(1)(5)		   Rule 457(o)    $12,569,712(3)   .0001102     $1,386
     Total Offering Amounts   $31,969,712        $3,525
     Total Fees Previously Paid   $18,187,500        $2,005
     Total Fee Offsets            —  
     Net Fee Due            $1,520

 

(1)

Includes an indeterminate number of securities that may become offered, issuable or sold to prevent dilution resulting from stock splits, stock dividends and similar transactions, which are included pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).

 

(2)

Includes additional shares of common stock that may be issued upon exercise of a 45-day option granted to the underwriter to cover over-allotments, if any.

 

(3)

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.

 

(4)

The registrant has agreed to issue to the underwriter in this public offering of the registrant warrants to purchase such number of shares of common stock representing an aggregate of 5% of the aggregate number of the shares sold in this offering (excluding shares issuable upon exercise of the underwriters’ over-allotment option) at an exercise price equal to 125% of the public offering price of the shares sold in this offering.

 

(5)

This registration statement also covers the resale under a separate resale prospectus by selling stockholders named in the resale prospectus of up to 1,571,214 shares of common stock, including 1,381,322 shares of common stock, 168,665 shares issuable upon the conversion of convertible notes and 21,227 shares underlying warrants, all of which were previously issued to the selling stockholders and will be exercised or converted, as applicable, prior to or in connection with the offering in accordance with their respective terms. The highest price at which the warrants may be exercised for cash is $0.015 per share and the conversion price for the convertible notes is based on the public offering price of the shares to be sold in the offering. The proposed maximum aggregate offering price solely for purposes of the filing fee table was calculated based on an assumed price of $8.00 per share.