Interactive Strength Reports Unregistered Equity Sales

TL;DR

**Interactive Strength just sold more shares privately, watch out for potential dilution.**

AI Summary

Interactive Strength, Inc. filed an 8-K on February 16, 2024, reporting unregistered sales of equity securities that occurred on February 15, 2024. The filing indicates the company's address as 1005 Congress Avenue, Suite 925, Austin, Texas, and its telephone number as 310-697-8655. This report is filed under Item 3.02, Unregistered Sales of Equity Securities, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Why It Matters

Unregistered sales of equity can dilute existing shareholders and may indicate a company's need for capital outside of traditional public offerings. Investors should understand the terms and impact of such sales.

Risk Assessment

Risk Level: medium — Unregistered equity sales can lead to dilution for existing shareholders and may signal financial challenges or a strategic shift.

Key Players & Entities

• Interactive Strength, Inc. (company) — Registrant
• February 15, 2024 (date) — Date of earliest event reported
• February 16, 2024 (date) — Filed as of date
• 1005 Congress Avenue, Suite 925, Austin, Texas, 78701 (address) — Principal Executive Offices
• 310-697-8655 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common stock, $0.0001 par value per share TRNR The Nasdaq
• $10.0 million — pany's stockholders' equity be at least $10.0 million (the "Stockholders' Equity Requirement"
• $5.0 million — y as of June 30, 2023 was approximately $5.0 million. In October 2023, the Company submitt
• $2.5 million — e Nasdaq Capital Market and rely on the $2.5 million Equity Standard on the Nasdaq Capital M
• $4.3 million — nding aggregate amount of approximately $4.3 million (the "Debt Conversion"). The shares of
• $4.5 million — s stockholders' equity by approximately $4.5 million. As of February 15, 2024, as a result

Filing Documents

• trnr-20240215.htm (8-K) — 51KB
• 0000950170-24-016447.txt ( ) — 165KB
• trnr-20240215.xsd (EX-101.SCH) — 24KB
• trnr-20240215_htm.xml (XML) — 5KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. As previously disclosed, on August 22, 2023, Interactive Strength Inc. (the "Company") received written notification (the "Notice") from the Nasdaq Stock Market ("Nasdaq") that the Company's stockholders' equity as reported in its Quarterly Report on Form 10-Q for the period ended June 30, 2023 (the "Form 10-Q") did not satisfy the continued listing requirement under Nasdaq Listing Rule 5450(b)(1)(A) for the Nasdaq Global Market, which requires that a listed company's stockholders' equity be at least $10.0 million (the "Stockholders' Equity Requirement"). As reported in the Form 10-Q, the Company's stockholders' equity as of June 30, 2023 was approximately $5.0 million. In October 2023, the Company submitted, in a timely fashion, the required compliance plan to regain compliance with the Stockholders' Equity Requirement. One aspect of this plan was that the Company would apply for a transfer from the Nasdaq Global Market to the Nasdaq Capital Market and rely on the $2.5 million Equity Standard on the Nasdaq Capital Market under Listing Rule 5550(b)(1) (the "NCM Equity Requirement"). The Company successfully transferred its listing to the Nasdaq Capital Market on January 26, 2024. Nasdaq accepted the Company's plan and required the Company to demonstrate compliance with the NCM Equity Requirement by February 19, 2024. On February 15, 2024, the Company issued 2,377,258 shares of the Company's Series A Convertible Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock"), to four accredited investors (the "Series A Holders"), each of whom was an existing investor of the Company, upon the conversion of certain outstanding promissory notes with a then-outstanding aggregate amount of approximately $4.3 million (the "Debt Conversion"). The shares of Series A Preferred Stock were issued pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and Rule

Forward-Looking Statements

Forward-Looking Statements This current report contains "forward-looking statements" within the meaning of the U.S. federal securities laws. Forward-looking statements can be identified by words such as "projects," "may," "will," "could," "would," "should," "believes," "expects," "anticipates," "estimates," "intends," "plans," "potential," "promise" or similar references to future periods. These forward-looking statements in this current report include, without limitation, statements regarding the Company's belief it has regained compliance with the NCM Equity Requirement. Forward-looking statements are statements that are not historical facts, nor assurances of future performance. Instead, they are based on the Company's current beliefs, expectations and assumptions regarding the future of its business, future plans, strategies, projections, anticipated events and trends, the economy and other future conditions. These forward-looking statements are subject to risks and uncertainties which may cause actual results to differ materially from those expressed or implied in such forward-looking statements. These risk and uncertainties include, but are not limited to, the following: the Company's ability to regain or maintain compliance with the stockholders' equity requirement or other listing compliance standards of Nasdaq during any compliance period or otherwise in the future; that Nasdaq will grant the Company any relief, including any extension or grace period, from delisting as necessary or whether the Company can ultimately meet applicable Nasdaq requirements for any such relief; risks related to the substantial costs and diversion of personnel's attention and resources due to these matters; that the Company has incurred and expects to continue to incur significant losses; our ability to achieve or maintain profitability; our future capital needs and ability to obtain additional financing, which may not be available, to fund our operations; the growth rate, if a

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: February 16, 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