TRNR Enters Material Definitive Agreement on Jan 22

TL;DR

**TRNR just signed a big deal, watch for details!**

AI Summary

Interactive Strength, Inc. (TRNR) filed an 8-K on January 23, 2024, reporting an "Entry into a Material Definitive Agreement" on January 22, 2024. This filing indicates that the company has entered into a significant contract or agreement that could impact its operations or financial position. For investors, this matters because material agreements can signal new business ventures, partnerships, or changes in financial structure, potentially affecting the company's future revenue, expenses, or strategic direction.

Why It Matters

This filing signals a potentially significant business development for Interactive Strength, Inc., which could influence its future financial performance and stock valuation.

Risk Assessment

Risk Level: medium — The filing indicates a material agreement but lacks specific details, creating uncertainty about its potential positive or negative impact.

Analyst Insight

Smart investors should await further disclosures from Interactive Strength, Inc. regarding the specifics of this material definitive agreement to assess its potential impact before making investment decisions.

Key Players & Entities

• Interactive Strength, Inc. (company) — the registrant filing the 8-K
• TRNR (company) — the trading symbol for Interactive Strength, Inc.
• January 22, 2024 (date) — date of the earliest event reported
• January 23, 2024 (date) — date the 8-K was filed
• The Nasdaq Stock Market LLC (company) — exchange where TRNR common stock is registered

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common stock, $0.0001 par value per share TRNR The Nasdaq
• $15.4 m — the Amended Agreement is approximately $15.4 million, of which $1.45 million will be p
• $1.45 million — s approximately $15.4 million, of which $1.45 million will be paid in the form of the Company
• $3.0 million — r share (“common stock”), $3.0 million will be paid in the form of the Company
• $1.5 million — k”), and the Company will assume $1.5 million of subordinated debt and will retire $9
• $9.4 million — on of subordinated debt and will retire $9.4 million of senior debt, such retirement to be i
• $1.4 million — such retirement to be in the form of a $1.4 million cash payment to the lender of the senio
• $8 million — the senior debt and the issuance of an $8 million promissory note to such lender. In conn
• $6 million — subsidiary of the Company will issue a $6 million senior secured note, to be guaranteed b

Filing Documents

• trnr-20240122.htm (8-K) — 57KB
• trnr-ex10_1.htm (EX-10.1) — 591KB
• trnr-ex99_1.htm (EX-99.1) — 35KB
• 0000950170-24-006632.txt ( ) — 798KB
• trnr-20240122.xsd (EX-101.SCH) — 24KB
• trnr-20240122_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed in the Company’s Current Report on Form 8-K filed on October 11, 2023 with the Securities and Exchange Commission (the “SEC”), on October 6, 2023, Interactive Strength Inc. (the “Company”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) with CLMBR, Inc and CLMBR1, LLC (the “Sellers”) to purchase and acquire substantially all of the assets and assume certain liabilities of the Sellers (the “Acquisition”). On January 22, 2024, the Company and the Sellers entered into an amended and restated Asset Purchase Agreement (the “Amended Agreement”). The purchase price enterprise value under the Amended Agreement is approximately $15.4 million, of which $1.45 million will be paid in the form of the Company's common stock, par value $0.0001 per share (“common stock”), $3.0 million will be paid in the form of the Company's non-voting Series B preferred stock, par value $0.0001 per share (“preferred stock”), and the Company will assume $1.5 million of subordinated debt and will retire $9.4 million of senior debt, 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 million promissory note to such lender. In connection therewith, a wholly owned subsidiary of the Company will issue a $6 million senior secured note, to be guaranteed by the Company and a third party. The number of shares to be issued will be based on the volume weighted average price (“VWAP”) of the Company's common stock based on the 10 consecutive trading days ending on (and including) the closing date of the Acquisition, on The Nasdaq Stock Market LLC (“Nasdaq”); provided, however, that such VWAP shall not exceed or be less than an amount equal to twenty-five percent (25%) of the VWAP for the c

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. A copy of the Company’s press release announcing the execution of the Amended Agreement is attached to this report as Exhibit 99.1. The information contained in Exhibit 99.1 is being furnished pursuant to Item 7.01 of this Current Report on Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under Section 18 of the Exchange Act. Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933 or the Exchange Act. No Offer or Solicitation This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe”, “project”, “expect”, “anticipate”, “estimate”, “intend”, “strategy”, “future”, “opportunity”, “plan”, “may”, “should”, “will”, “would”, “will be”, “will continue”, “will likely result” or similar expressions. that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of revenue and other financial and performance metrics and projections of market opportunity and expectations, FORME’s ability to enter into definitive agreements or consummate a transaction with CLMBR; FORME’s ability to obtain the financing necessary consummate the proposed transaction; and the expected timing of completion of the proposed transaction. These statements are based on various assumptions and on the current expectations of FORME and CLMBR’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of FORME and CLMBR. These forward lookin

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1* Amended and Restated Asset Purchase Agreement, dated January 22, 2024, by and among CLMBR, INC, CLMBR1, LLC and Interactive Strength Inc. 99.1 Press Release dated January 23, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and similar attachments to the Amended and Restated Asset Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish on a supplemental basis a copy of any omitted schedules and similar attachments to the Securities and Exchange Commission upon request.

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 23, 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