Interactive Strength Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Interactive Strength Inc. filed an 8-K on 6/28/24 for a material agreement and equity sales. Check it out.

AI Summary

On June 28, 2024, Interactive Strength, Inc. filed an 8-K report detailing a material definitive agreement. The filing also covers unregistered sales of equity securities and includes financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in Austin, Texas.

Why It Matters

This 8-K filing signals significant corporate activity, including a material definitive agreement and potential equity issuances, which could impact the company's financial structure and stock performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Numbers

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

Key Players & Entities

• Interactive Strength, Inc. (company) — Registrant
• June 28, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• Austin, Texas (location) — Principal Executive Offices
• 512 885-0035 (phone_number) — 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
• $2,160,000 — ") in the aggregate principal amount of $2,160,000, which is convertible into shares of th

Filing Documents

• trnr-20240628.htm (8-K) — 45KB
• trnr-ex10_1.htm (EX-10.1) — 97KB
• 0000950170-24-079096.txt ( ) — 271KB
• trnr-20240628.xsd (EX-101.SCH) — 24KB
• trnr-20240628_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Limited Waiver and Exchange Agreement 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 28, 2024, the Company and the December Lender entered into that certain Limited Waiver and Exchange Agreement (the "Waiver and Exchange Agreement"). Pursuant to the Waiver and Exchange Agreement, the December Lender agreed to irrevocably waive certain provisions of the Note related to conversion of the Note into shares of Common Stock and adjustments of the Note's conversion price upon the occurrence of certain events. In addition, pursuant to the Waiver and Exchange Agreement, the December Lender agreed that, notwithstanding the terms of Section 8(c) of the Note, the Company will make the required cash payment to the December Lender no later than five (5) trading days after the December Lender requests the optional redemption of the Note following the December Lender's receipt of a Subsequent Placement Redemption Notice (as defined in the Note) from the Company. Following the repayment, no amount under the Note will be outstanding. The Company also agreed to exchange two hundred eighty eight thousand nine hundred (288,900) shares of Common Stock issuable pursuant to the Warrant for three hundred seventy five thousand (375,000) shares of the Company's Series A Convertible Preferre

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 Preferred Stock Issuance (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 conversion of the Series A Convertible Preferred Stock, 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Limited Waiver and Exchange Agreement, dated June 28, 2024 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 28, 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