Interactive Strength Files 8-K on Equity Sale

TL;DR

Interactive Strength sold equity, details TBD.

AI Summary

Interactive Strength, Inc. entered into a Material Definitive Agreement on September 4, 2024, related to the unregistered sale of equity securities. The filing does not disclose specific details of the agreement or the parties involved.

Why It Matters

This filing indicates a potential issuance of new shares, which could dilute existing shareholders or signal a need for capital.

Risk Assessment

Risk Level: medium — The filing concerns the unregistered sale of equity securities, which can sometimes indicate financial distress or dilution for existing shareholders.

Key Players & Entities

• Interactive Strength, Inc. (company) — Registrant
• September 04, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common stock, $0.0001 par value per share TRNR The Nasdaq
• $7,968,977.74 — der in the original principal amount of $7,968,977.74 (the "Loan"). As previously disclosed,
• $3.0 million — eferred Stock"), upon the conversion of $3.0 million of the Loan. As previously disclosed,
• $3,000,000 — cipal amount of the Loan was reduced by $3,000,000. As of September 4, 2024, the outstan
• $4,957,863.06 — anding principal amount of the Loan was $4,957,863.06 (the "Loan Amount"). On September 4,
• $100,000 — ave agreed to reduce the Loan Amount by $100,000 in exchange for the issuance of 200,000
• $0.50 — Lender at a price per Exchange Share of $0.50 (which is above the Common Stock's clos
• $0.4501 — ove the Common Stock's closing price of $0.4501 per share on September 3, 2024). The Ex
• $4,857,863.06 — tanding principal amount of the Loan is $4,857,863.06. The foregoing description of the Exc

Filing Documents

• trnr-20240904.htm (8-K) — 44KB
• trnr-ex10_1.htm (EX-10.1) — 41KB
• 0000950170-24-105132.txt ( ) — 203KB
• trnr-20240904.xsd (EX-101.SCH) — 24KB
• trnr-20240904_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on February 1, 2024, Interactive Strength Inc. (the "Company") entered into a Credit Agreement (the "Credit Agreement") with Vertical Investors, LLC (the "Lender"), pursuant to which the Company received a term loan from the Lender in the original principal amount of $7,968,977.74 (the "Loan"). As previously disclosed, on March 29, 2024, the Company issued to the Lender 1,500,000 shares of the Company's Series A Preferred Stock, par value $0.0001 per share (collectively, the "Preferred Stock"), upon the conversion of $3.0 million of the Loan. As previously disclosed, on April 24, 2024, the Company entered into a Loan Modification Agreement (the "Modification Agreement") with the Lender, pursuant to which the Lender was issued 1,500,000 shares of the Company's Preferred Stock in exchange for which the principal amount of the Loan was reduced by $3,000,000. As of September 4, 2024, the outstanding principal amount of the Loan was $4,957,863.06 (the "Loan Amount"). On September 4, 2024, the Company entered into an Exchange Agreement (the "Exchange Agreement") with the Lender, pursuant to which the Company and Lender have agreed to reduce the Loan Amount by $100,000 in exchange for the issuance of 200,000 shares (the "Exchange Shares") of the Company's Common Stock, par value $0.0001 per share (the "Common Stock") to the Lender at a price per Exchange Share of $0.50 (which is above the Common Stock's closing price of $0.4501 per share on September 3, 2024). The Exchange Shares will not contain a restrictive legend under the Securities Act of 1933. As a result of this transaction, the outstanding principal amount of the Loan is $4,857,863.06. The foregoing description of the Exchange Agreement does not purport to be complete and is subject to, and qualified in its entirety by the full text of the Exchange Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on F

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The issuance of the Exchange Shares of the Company's Common Stock in exchange for a reduction in the Loan Amount was made by the Company pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) of such act on the basis that these offers constituted an exchange with existing holders of the Company's securities, and no commission or other remuneration was paid to any party for soliciting such exchange.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Exchange Agreement, by and between Interactive Strength Inc. and Vertical Investors, LLC, dated September 4, 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: September 10, 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