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

TL;DR

Interactive Strength (INTX) filed an 8-K detailing a new material agreement and unregistered equity sales.

AI Summary

Interactive Strength, Inc. entered into a Material Definitive Agreement on September 11, 2024. The company also reported on unregistered sales of equity securities. The filing was made on September 17, 2024.

Why It Matters

This 8-K filing indicates a significant business development through a material definitive agreement and potential dilution or capital raising via unregistered equity sales.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can signal significant strategic shifts or financial needs, carrying inherent business and financial risks.

Key Numbers

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

Key Players & Entities

• Interactive Strength, Inc. (company) — Registrant
• September 11, 2024 (date) — Date of earliest event reported
• September 17, 2024 (date) — Filing date
• 1005 Congress Avenue, Suite 925, Austin, Texas 78701 (address) — Principal Executive Offices

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 previously disclosed, on Septembe
• $100,000 — der agreed to reduce the Loan Amount by $100,000 in exchange for the issuance of 200,000
• $4,857,863.06 — anding principal amount of the Loan was $4,857,863.06 (the "Loan Amount"). On September 11,
• $115,000 — der agreed to reduce the Loan Amount by $115,000 in exchange for the issuance of 250,000
• $0.46 — Lender at a price per Exchange Share of $0.46 (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 rd – the date
• $4,742,863.06 — tanding principal amount of the Loan is $4,742,863.06. Item 3.02 Unregistered Sales of Equi

Filing Documents

• trnr-20240911.htm (8-K) — 40KB
• 0000950170-24-107284.txt ( ) — 151KB
• trnr-20240911.xsd (EX-101.SCH) — 24KB
• trnr-20240911_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 previously disclosed, on September 4, 2024, the Company entered into an exchange agreement with the Lender, pursuant to which the Company and Lender agreed to reduce the Loan Amount by $100,000 in exchange for the issuance of 200,000 shares of the Company's Common Stock, par value $0.0001 per share (the "Common Stock"). As of September 10, 2024, the outstanding principal amount of the Loan was $4,857,863.06 (the "Loan Amount"). On September 11, 2024, the Company and the Lender entered into a new Exchange Agreement in substantially the same form as was filed as an exhibit to the Company's Current Report on Form 8-K filed on September 10th (the "Exchange Agreement"). Pursuant to the Exchange Agreement, the Company and Lender agreed to reduce the Loan Amount by $115,000 in exchange for the issuance of 250,000 shares of Common Stock (the "Exchange Shares") to the Lender at a price per Exchange Share of $0.46 (which is above the Common Stock's closing price of $0.4501 per share on September 3 rd – the date the original exchange a

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. Following the issuance of the Exchange Shares and unrelated issuances, as of September 13 th , the Company had 5,359,383 shares of Common Stock outstanding.

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 17, 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