Interactive Strength Inc. Files 8-K with Material Agreements

TL;DR

Interactive Strength Inc. filed an 8-K on May 17, 2024, detailing material agreements and equity sales.

AI Summary

On May 17, 2024, Interactive Strength, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing details relate to the company's operations and financial reporting.

Why It Matters

This 8-K filing indicates significant corporate actions and financial disclosures by Interactive Strength, Inc., which could impact investors' understanding of the company's current status and future prospects.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks related to deal terms and dilution.

Key Numbers

• 001-41610 — Commission File Number (Identifies the company's SEC filing history.)
• 82-1432916 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Interactive Strength, Inc. (company) — Registrant
• May 17, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 1005 Congress Avenue, Suite 925, Austin, Texas 78701 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common stock, $0.0001 par value per share TRNR The Nasdaq
• $50,000 — of its legal counsel in an amount up to $50,000, in addition to certain ongoing disburs
• $2,500 — counsel payable in the amount of up to $2,500 in connection with each diligence bring
• $1.5 million — version of liabilities of approximately $1.5 million; 1,153,981 shares issued to three accre
• $1.2 million — n the aggregate amount of approximately $1.2 million and 155,784 shares issued to one accred
• $0.3 million — n the aggregate amount of approximately $0.3 million. The shares of Series A Preferred Sto

Filing Documents

• trnr-20240517.htm (8-K) — 50KB
• trnr-ex1_1.htm (EX-1.1) — 358KB
• trnr-ex5_1.htm (EX-5.1) — 15KB
• img84559292_0.jpg (GRAPHIC) — 12KB
• 0000950170-24-064202.txt ( ) — 610KB
• trnr-20240517.xsd (EX-101.SCH) — 24KB
• trnr-20240517_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 17, 2024, Interactive Strength Inc. (the "Company") entered into an At The Market Offering Agreement (the "Agreement") with H.C. Wainwright & Co., LLC (the "Agent") under which the Company may offer and sell, from time to time at its sole discretion, shares of its $0.0001 par value common stock (the "Common Stock"), through the Agent as its sales agent. Pursuant to the Agreement, sales of the Common Stock, if any, will be made under the Company's effective Registration Statement on Form S-3 (File No. 333-279035), previously filed with the Securities and Exchange Commission on May 1, 2024 and declared effective on May 8, 2024, and the prospectus supplement relating to this offering, filed on May 17, 2024, as amended, supplemented, and superseded by the prospectus supplement filed on May 23, 2024, by any method that is deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including privately negotiated transactions. The Agent will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay the Agent a commission of three percent (3%) of the gross sales proceeds of any Common Stock sold through the Agent under the Agreement, and also has provided the Agent with customary indemnification rights. The Company will also reimburse the Agent for fees and expenses of its legal counsel in an amount up to $50,000, in addition to certain ongoing disbursements of its legal counsel payable in the amount of up to $2,500 in connection with each diligence bring-down thereafter. From the date of the prospectus supplement until 12 months thereafter, if the Company or any of its subsidiaries decides to raise funds by means of a public offering (including ATMs) or a priva

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On May 17, 2024, the Company issued a total of 1,309,765 shares of the Company's Series A Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock"), to four accredited investors (the "Series A Holders") upon conversion of liabilities of approximately $1.5 million; 1,153,981 shares issued to three accredited investors upon the conversion of certain outstanding promissory notes entered into in April 2024 and May 2024 in the aggregate amount of approximately $1.2 million and 155,784 shares issued to one accredited investor, upon the conversion of outstanding accounts payable in the aggregate amount of approximately $0.3 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 A Certificate, any subsequent mandatory or voluntary conversion into common stock shall be at a conversion price at least equal to or above the closing price per share of our

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 At The Market Offering Agreement dated as of May 17, 2024 between the Company and H.C. Wainwright & Co., LLC 5.1 Opinion of Lucosky Brookman LLP 23.1 Consent of Lucosky Brookman LLP (included in Exhibit 5.1) 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: May 23, 2024 By: /s/ Michael J. Madigan Michael J. Madigan Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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View this 8-K filing on SEC EDGAR