Interactive Strength, Inc. Files 8-K on Security Holder Rights
Ticker: TRNR · Form: 8-K · Filed: Jun 18, 2024 · CIK: 1785056
| Field | Detail |
|---|---|
| Company | Interactive Strength, Inc. (TRNR) |
| Form Type | 8-K |
| Filed Date | Jun 18, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.0001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, filing, bylaws
Related Tickers: INTX
TL;DR
Interactive Strength Inc. (INTX) filed an 8-K on 6/18/24, effective 6/13/24, detailing changes to security holder rights and corporate bylaws.
AI Summary
Interactive Strength, Inc. filed an 8-K on June 18, 2024, reporting a material modification to the rights of security holders and amendments to its articles of incorporation or bylaws, effective June 13, 2024. The filing also includes financial statements and exhibits.
Why It Matters
This filing indicates significant changes to the company's corporate structure or security holder agreements, which could impact investor rights and the company's governance.
Risk Assessment
Risk Level: medium — Changes to security holder rights and corporate bylaws can introduce new risks or alter existing ones for investors.
Key Players & Entities
- Interactive Strength, Inc. (company) — Registrant
- June 13, 2024 (date) — Effective date of changes
- June 18, 2024 (date) — Filing date
FAQ
What specific modifications were made to the rights of security holders?
The filing indicates material modifications to the rights of security holders, but the specific details of these modifications are not provided in the excerpt.
What amendments were made to the Articles of Incorporation or Bylaws?
The filing states that amendments were made to the Articles of Incorporation or Bylaws, but the specific content of these amendments is not detailed in the provided text.
When were these changes effective?
The earliest event reported, which includes the material modifications and amendments, was effective June 13, 2024.
What is the primary business of Interactive Strength, Inc.?
Interactive Strength, Inc. is classified under ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) with SIC code 3600.
Where is Interactive Strength, Inc. headquartered?
The principal executive offices of Interactive Strength, Inc. are located at 1005 Congress Avenue, Suite 925, Austin, Texas 78701.
Filing Stats: 761 words · 3 min read · ~3 pages · Grade level 10.8 · Accepted 2024-06-18 16:07:43
Key Financial Figures
- $0.0001 — nge on which registered Common stock, $0.0001 par value per share TRNR The Nasdaq
Filing Documents
- trnr-20240613.htm (8-K) — 43KB
- trnr-ex3_1.htm (EX-3.1) — 14KB
- 0000950170-24-074850.txt ( ) — 175KB
- trnr-20240613.xsd (EX-101.SCH) — 25KB
- trnr-20240613_htm.xml (XML) — 5KB
03 Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 13, 2024, Interactive Strength Inc., a Delaware corporation (the "Company"), filed a Certificate of Amendment (the "Charter Amendment") to the Company's Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company's common stock, $0.0001 par value per share ("Common Stock"), at a rate of 1-for-40 (the "Reverse Stock Split"), effective as of 9:00 a.m. Eastern Time on June 14, 2024. The Reverse Stock Split decreased the number of shares of Common Stock issued and outstanding from 26,581,056 shares to 664,526 shares, subject to adjustment for the rounding up of fractional shares. Accordingly, each holder of Common Stock now owns fewer shares of Common Stock as a result of the Reverse Stock Split. However, the Reverse Stock Split affected all holders of Common Stock uniformly and did not affect any stockholder's percentage ownership interest in the Company, except to the extent that the Reverse Stock Split resulted in an adjustment to a stockholder's ownership of Common Stock due to the treatment of fractional shares in the Reverse Stock Split. Therefore, voting rights and other rights and preferences of the holders of Common Stock were not affected by the Reverse Stock Split (other than as a result of the treatment of fractional shares). Common stock issued pursuant to the Reverse Stock Split remains fully paid and nonassessable, without any change in the par value per share. The Common Stock began trading on a Reverse Stock Split-adjusted basis on The Nasdaq Capital Market on June 14, 2024. The trading symbol for the Common Stock remains "TRNR." The new CUSIP number for the Common Stock following the Reverse Stock Split is 45840Y203. The information set forth herein is qualified in its entirety by reference to the complete text of the Charter Amendment, a copy of which is filed as E
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to the Certificate of Incorporation of Interactive Strength Inc. 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: June 18, 2024 By: /s/ Michael J. Madigan Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)