Interactive Strength Enters Material Agreement, Sells Unregistered Equity

TL;DR

**Interactive Strength just made a big deal and sold some stock off-market.**

AI Summary

Interactive Strength, Inc. filed an 8-K on February 26, 2024, reporting an event on February 20, 2024, concerning an entry into a material definitive agreement and unregistered sales of equity securities. The company, based in Austin, Texas, with a business phone number of 310-697-8655, is incorporated in Delaware.

Why It Matters

This filing indicates significant corporate actions by Interactive Strength, Inc., potentially impacting its capital structure and future operations through new agreements and equity sales.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can sometimes indicate a need for capital or a strategic shift, which carries inherent risks for investors.

Key Players & Entities

• Interactive Strength, Inc. (company) — Registrant
• February 20, 2024 (date) — Date of earliest event reported
• February 26, 2024 (date) — Filing date
• Delaware (company) — State of Incorporation
• Austin, Texas (company) — Principal Executive Offices location
• 310-697-8655 (dollar_amount) — 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
• $7 million — this will generate up to approximately $7 million in net revenue to the Company. The Dist
• $1.25 — f Common Stock, at an exercise price of $1.25 per share. The Warrant has a ten year t

Filing Documents

• trnr-20240220.htm (8-K) — 47KB
• trnr-ex4_1.htm (EX-4.1) — 177KB
• trnr-ex10_1.htm (EX-10.1) — 88KB
• trnr-ex99_1.htm (EX-99.1) — 19KB
• 0000950170-24-020265.txt ( ) — 444KB
• trnr-20240220.xsd (EX-101.SCH) — 24KB
• trnr-20240220_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 20, 2024, Interactive Strength Inc., a Delaware corporation (the "Company"), entered into an Exclusive Distribution Agreement (the "Distribution Agreement") with WOODWAY USA, INC. (the "Distributor"), a Wisconsin corporation, pursuant to which the Company granted to the Distributor the exclusive right to sell and distribute the Company's CLMBR product anywhere in the world in the commercial market. In consideration for entering into the Distribution Agreement the Company issued to the Distributor a warrant (the "Warrant") to purchase up to an aggregate of 800,000 shares of the Company's common stock, $0.0001 par value per share (the "Common Stock"). The Distribution Agreement has a five year term and is automatically renewable for further five year terms unless the Distributor cancels at least 90 days prior to the expiration of the term. Pursuant to the Distributor Agreement, the Distributor will place an order for 2,150 units of the Company's CLMBR product. If all units are sold this will generate up to approximately $7 million in net revenue to the Company. The Distributor will have a security interest in these units. In addition, pursuant to the Distribution Agreement, the Distributor has a right of first refusal to buy the Company's business. The foregoing description of the Distribution Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Distribution Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company issued a press release on February 26, 2024 with regard to the Distribution Agreement. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Description of the Warrants The Warrant is exercisable for 800,000 shares of Common Stock, at an exercise price of $

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Warrant is incorporated by reference into this Item 3.02. The Warrant was issued pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The recipient of the Warrant is an "accredited investor" as defined in Rule 501 under the Securities Act. The Warrant and the shares of Common Stock issuable pursuant to the exercise of the Warrant have not been registered under the Securities Act and thus neither the Warrant nor the underlying shares may be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements of the Securities Act.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Warrant to Purchase Common Stock, issued February 20, 2024 10.1* Exclusive Distribution Agreement, by and between Interactive Strength Inc. and Woodway USA, Inc., dated February 20, 2024. 99.1 Press Release 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules and similar attachments have been omitted in reliance on Item 601(a)(5) of Regulation S-K. The Company will provide, on a supplemental basis, a copy of any omitted schedule or attachment to the SEC or its staff 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: February 26, 2024 By: /s/ Michael J. Madigan Michael J. Madigan Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR