Interactive Strength Reports Material Agreements & Equity Sales

TL;DR

Interactive Strength filed an 8-K for June 17th, noting new deals, terminated deals, and stock sales. Details TBD.

AI Summary

Interactive Strength, Inc. filed an 8-K on June 24, 2024, reporting on events that occurred on June 17, 2024. The filing indicates the entry into and termination of material definitive agreements, as well as unregistered sales of equity securities. Specific details regarding the nature of these agreements and sales were not provided in the excerpt.

Why It Matters

This filing signals significant corporate actions, including potential changes in contractual obligations and the issuance of new shares, which could impact the company's financial structure and shareholder equity.

Risk Assessment

Risk Level: medium — The filing mentions both the entry into and termination of material definitive agreements, along with unregistered sales of equity securities, which can introduce uncertainty and potential financial risks.

Key Players & Entities

• Interactive Strength, Inc. (company) — Registrant
• June 17, 2024 (date) — Earliest event reported
• June 24, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common stock, $0.0001 par value per share TRNR The Nasdaq
• $2,160,000 — ") in the aggregate principal amount of $2,160,000, which is convertible into shares of th
• $4.00 — uce the conversion price of the Note to $4.00. As of June 24 th , the remaining princ
• $150,171.02 — aining principal amount of the Note was $150,171.02 and the Company had issued to the Decem
• $92,448 — ant Shares and the Company had received $92,448 pursuant to exercises of the Warrant
• $389,005 — on Stock and received gross proceeds of $389,005 pursuant to the Equity Line Purchase Ag

Filing Documents

• trnr-20240617.htm (8-K) — 41KB
• 0000950170-24-076809.txt ( ) — 153KB
• trnr-20240617.xsd (EX-101.SCH) — 24KB
• trnr-20240617_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Adjustments to Note and Warrant As previously disclosed, on December 7, 2023, Interactive Strength Inc. (the "Company") entered into that certain securities purchase agreement with an accredited investor (the "December Lender"), pursuant to which the Company sold, and the December Lender purchased, (a) a senior unsecured convertible note issued by the Company (the "Note") in the aggregate principal amount of $2,160,000, which is convertible into shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), and (b) a warrant (the "Warrant") to purchase up to an aggregate of 23,112 shares of Common Stock (as adjusted for the 1-for-40 reverse stock split that the Company effected on June 14 th . On June 17, 2024, pursuant to Section 7(h) of the Note, the Company voluntarily agreed to reduce the conversion price of the Note to $4.00. As of June 24 th , the remaining principal amount of the Note was $150,171.02 and the Company had issued to the December Lender approximately 288,233 shares of Common Stock pursuant to conversions of the Note. On June 17, 2024, pursuant to Section 2(g) of the Warrant, the Company voluntarily agreed to reduce the exercise price of the Warrant to $4.00 which had the effect, pursuant to Section 2(b) of the Warrant, of increasing the shares of Common Stock issuable pursuant to the Warrant (the "Warrant Shares") to 288,900 shares. As of June 24 th , the December Lender had received 23,112 Warrant Shares and the Company had received $92,448 pursuant to exercises of the Warrant

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. As previously disclosed, on December 12, 2023, the Company entered into that certain common stock purchase agreement (the "Equity Line Purchase Agreement") with an accredited investor that is a related party to the December Lender. As of June 24 th , the Company sold 28,126 shares of Common Stock and received gross proceeds of $389,005 pursuant to the Equity Line Purchase Agreement. On June 24 th , the Company terminated the Equity Line Purchase Agreement.

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 increase in the amount of Warrant Shares (the "Securities") is incorporated by reference into this Item 3.02. The Securities were issued pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The recipient of the Securities is an "accredited investor" as defined in Rule 501 under the Securities Act. Neither the Securities nor any shares of Common Stock issuable upon exercise of the Warrant, 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. This Current Report on Form 8-K, including this Item 3.02, shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

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 24, 2024 By: /s/ Michael J. Madigan Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

View Full Filing

View this 8-K filing on SEC EDGAR