TRNR Enters Material Agreement, Amends Bylaws on Jan 6

TL;DR

**TRNR just made a big deal and changed its rules, watch for details.**

AI Summary

Interactive Strength, Inc. (TRNR) filed an 8-K on January 8, 2024, reporting an event that occurred on January 6, 2024. This filing indicates the company entered into a material definitive agreement and made amendments to its Articles of Incorporation or Bylaws. While the specific details of these changes are not provided in this summary, investors should be aware that such agreements and amendments can significantly impact the company's operations, financial structure, or governance, potentially affecting the stock's future performance.

Why It Matters

Material agreements and bylaw amendments can signal strategic shifts or financial restructuring, directly influencing the company's future direction and potentially its stock valuation.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions (material agreement, bylaw amendments) without providing specific details, creating uncertainty about their potential impact.

Analyst Insight

Investors should monitor for subsequent filings or press releases from Interactive Strength, Inc. that provide specific details about the material definitive agreement and the nature of the bylaw amendments, as these will clarify the potential impact on the company's operations and financial outlook.

Key Players & Entities

• Interactive Strength, Inc. (company) — the registrant filing the 8-K
• TRNR (company) — the trading symbol for Interactive Strength, Inc.
• January 6, 2024 (date) — date of the earliest event reported in the 8-K
• January 8, 2024 (date) — date the 8-K was filed
• The Nasdaq Stock Market LLC (company) — exchange where TRNR common stock is registered

Forward-Looking Statements

• Interactive Strength, Inc. will provide more details about the material definitive agreement and bylaw amendments in a subsequent filing or press release. (Interactive Strength, Inc.) — high confidence, target: 2024-03-31

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common stock, $0.0001 par value per share TRNR The Nasdaq

Filing Documents

• trnr-20240106.htm (8-K) — 47KB
• trnr-ex3_1.htm (EX-3.1) — 96KB
• 0000950170-24-002921.txt ( ) — 258KB
• trnr-20240106.xsd (EX-101.SCH) — 25KB
• trnr-20240106_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 6, 2024, the Board of Directors of Interactive Strength Inc. (the “Company”) approved the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”). The Series A Preferred Stock is subject to certain rights, preferences, privileges, and obligations, including voluntary and mandatory conversion provisions, as well as beneficial ownership restrictions and share cap limitations, as set forth in the Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate”). Certain outstanding promissory notes were amended by the Company and existing investors of the Company on January 8, 2024 to allow for the conversion into shares of the Series A Preferred Stock. The Series A Preferred Stock can be issued at any time and, subject to certain exceptions as set forth in the Series A Certificate, any subsequent mandatory or voluntary conversion into common stock of the Company, par value $0.0001 per share (“Common Stock”) shall be at a conversion price at least equal to or above the closing price per share of our common stock as reported on the Nasdaq Stock Market on the last trading day immediately preceding the date that the Series A Certificate was approved by the Company’s board of directors, subject to customary adjustments for stock splits and combinations. The Series A Certificate designated 5,000,000 shares of the Company’s preferred stock as Series A Preferred Stock. Subject to certain restrictions as specified in the Series A Certificate, and applicable legal and regulatory requirements, including without limitation, the listing requirements of the Nasdaq Stock Market, (i) each share of Series A Preferred Stock is convertible, at the option of the holder, at any time, provided that such conversion occurs at least 12 months

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Designation of Series A Convertible Preferred Stock of Interactive Strength Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. Interactive Strength Inc. Date: January 8, 2024 By: /s/ Michael J. Madigan Michael J. Madigan Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

View Full Filing

View this 8-K filing on SEC EDGAR