Interactive Strength Reports Unregistered Equity Sale

TL;DR

Interactive Strength sold unregistered equity. Details TBD.

AI Summary

Interactive Strength, Inc. reported on March 29, 2024, an unregistered sale of equity securities. The filing does not disclose the specific number of securities sold or the dollar amount raised in this transaction.

Why It Matters

This filing indicates a transaction involving the sale of equity securities that was not registered with the SEC, which could have implications for the company's compliance and the nature of the securities issued.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes indicate a need for capital or specific investor arrangements, and the lack of public details warrants caution.

Key Players & Entities

• Interactive Strength, Inc. (company) — Registrant
• March 29, 2024 (date) — Date of earliest event reported
• 310 697-8655 (phone_number) — Registrant's Telephone Number
• 1005 Congress Avenue, Suite 925 (address) — Principal Executive Offices
• Austin, Texas (location) — Principal Executive Offices Location

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common stock, $0.0001 par value per share TRNR The Nasdaq
• $4.7 million — version of liabilities of approximately $4.7 million; 1,500,000 shares issued to Vertical In
• $3.0 m — certain portion of outstanding debt of $3.0 million, 538,039 shares issued to one acc
• $0.8 m — en outstanding balance of approximately $0.8 million, and 515,598 shares issued to sev
• $0.9 million — n the aggregate amount of approximately $0.9 million. The shares of Series A Preferred Sto

Filing Documents

• trnr-20240329.htm (8-K) — 39KB
• 0000950170-24-041856.txt ( ) — 150KB
• trnr-20240329.xsd (EX-101.SCH) — 24KB
• trnr-20240329_htm.xml (XML) — 5KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On March 29, 2024, Interactive Strength Inc. (the "Company") issued 2,553,637 shares of the Company's Series A Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock"), to nine accredited investors (the "Series A Holders") upon conversion of liabilities of approximately $4.7 million; 1,500,000 shares issued to Vertical Investors LLC upon the conversion of certain portion of outstanding debt of $3.0 million, 538,039 shares issued to one accredited investor which is an existing investor of the Company upon the conversion of certain outstanding promissory notes with then outstanding balance of approximately $0.8 million, and 515,598 shares issued to seven accredited investors, upon the conversion of certain portion of outstanding accounts payable in the aggregate amount of approximately $0.9 million. 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 506 of Regulation D promulgated thereunder. Each of the Series A Holders is an "accredited investor" as defined in Rule 501 under the Securities Act. Neither the Series A Preferred Stock nor any shares of common stock issuable upon conversion thereof has been registered under the Securities Act and thus such shares may not 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. 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"). The Series A Preferred Stock can be issued at any time and, subject to certain exceptions as set forth in the Series

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: April 4, 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