Interactive Strength Files 8-K on Equity Sales & Bylaws

TL;DR

Interactive Strength filed an 8-K detailing equity sales and bylaw changes.

AI Summary

Interactive Strength, Inc. filed an 8-K on July 2, 2024, reporting on events as of June 28, 2024. The filing includes information on unregistered sales of equity securities, amendments to its articles of incorporation or bylaws, and financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in Austin, Texas.

Why It Matters

This filing provides updates on the company's capital structure and governance, which can impact investor decisions and future operations.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate events and does not indicate immediate financial distress or significant operational changes.

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
• Delaware (jurisdiction) — State of Incorporation
• Austin, Texas (location) — Principal Executive Offices
• June 28, 2024 (date) — Date of earliest event reported
• July 2, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common stock, $0.0001 par value per share TRNR The Nasdaq
• $0.3 million — n the aggregate amount of approximately $0.3 million. The shares of Series A Preferred Sto

Filing Documents

• trnr-20240628.htm (8-K) — 44KB
• trnr-ex3_1.htm (EX-3.1) — 17KB
• 0000950170-24-080400.txt ( ) — 179KB
• trnr-20240628.xsd (EX-101.SCH) — 25KB
• trnr-20240628_htm.xml (XML) — 5KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On June 28, 2024, Interactive Strength Inc. (the "Company") issued 253,205 shares of the Company's Series A Convertible Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock") to one accredited investor (the "Series A Holder") upon the conversion of certain outstanding promissory notes entered into in May 2024 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 common stock as reported on the Nasdaq Stock Market on the last trading day immediately preceding the date that the Series A Certificate was approved by the Company's board of directors, subject to customary adjustments for stock splits and combinations. The descri

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 28, 2024, the Company filed a Certificate of Amendment (the "Certificate of Amendment") to the Series A Certificate with the Secretary of State of the State of Delaware to increase the authorized number of Series A Preferred Stock from seven million (7,000,000) to ten million (10,000,000) shares. The Certificate of Amendment became effective with the Secretary of State of the State of Delaware upon filing. The foregoing description of the Certificate of Amendment is not complete and is qualified in its entirety by reference to the document attached hereto as Exhibit 3.1, which is incorporated herein by reference.

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 Designation of Series A Convertible Preferred Stock 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: July 2, 2024 By: /s/ 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