Interactive Strength Files 8-K on Equity Sales & Bylaw Changes

TL;DR

Interactive Strength filed an 8-K for unregistered equity sales and bylaw changes. Watch for details.

AI Summary

Interactive Strength, Inc. filed an 8-K on September 25, 2024, reporting unregistered sales of equity securities and amendments to its articles of incorporation or bylaws. The company, incorporated in Delaware, is based in Austin, Texas, and operates in the electronic and electrical equipment sector.

Why It Matters

This filing indicates potential changes in the company's capital structure or governance, which could impact its operational and financial trajectory.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can sometimes signal financial distress or dilution, while changes in bylaws can affect corporate governance and shareholder rights.

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
• September 25, 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
• $270,000 — a February 2024 term loan by a total of $270,000 in exchange for the issuance of a total
• $0.46 — Lender at a price per Exchange Share of $0.46 (which is above the Common Stock's Nasd
• $0.4501 — Official Closing Price (the "NOCP") of $0.4501 on September 3 rd - the last complete t
• $4,357,863.06 — tanding principal amount of the Loan is $4,357,863.06. The issuance of the Exchange Shares
• $2.00 — 27, 2026. The Original Issue Price is $2.00 per share, subject to appropriate adjus
• $1.00 — to such shares. The Conversion Price is $1.00 per share, subject to adjustment as pro
• $0.206 — ceding the Effective Date (equal to the $0.206 NOCP of September 26, 2024); or (B) suc

Filing Documents

• trnr-20240925.htm (8-K) — 54KB
• trnr-ex3_1.htm (EX-3.1) — 88KB
• 0000950170-24-110793.txt ( ) — 273KB
• trnr-20240925.xsd (EX-101.SCH) — 25KB
• trnr-20240925_htm.xml (XML) — 5KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On September 25, 2024, Interactive Strength Inc. (the "Company") and Vertical Investors, LLC (the "Lender") entered into two new exchange agreements in substantially the same form as the agreement that was filed as an exhibit to the Company's Current Report on Form 8-K filed on September 10th (the "September 25 th Exchange Agreements"). Pursuant to the September 25 th Exchange Agreements, the Company and Lender agreed to reduce the principal amount owed by the Company to the Lender pursuant to a February 2024 term loan by a total of $270,000 in exchange for the issuance of a total of 586,957 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"). These 586,957 shares are referred to herein as the "Exchange Shares." The Exchange Shares were issued to the Lender at a price per Exchange Share of $0.46 (which is above the Common Stock's Nasdaq Official Closing Price (the "NOCP") of $0.4501 on September 3 rd - the last complete trading day prior to the original exchange agreement being signed during trading hours on September 4 th ). The Exchange Shares did not contain a restrictive legend under the Securities Act of 1933. As a result of the Company and the Lender entering into the September 25 th Exchange Agreements and previous exchange agreements (some of which exchange agreements were not required to be reported pursuant to Item 3.02 of Form 8-K), the outstanding principal amount of the Loan is $4,357,863.06. The issuance of the Exchange Shares in exchange for a reduction in the amount owed pursuant to a note 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. Followin

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 September 27, 2024, the Board of Directors of the Company approved the Certificate of Designations of Series C Convertible Preferred Stock of Interactive Strength Inc. (the "Series C Certificate"). The Series C Certificate was filed by the Company with the Secretary of State of the State of Delaware on September 27 th . The Series C Certificate designated 5,000,000 shares of the Company's authorized preferred stock as Series C Convertible Preferred Stock (the "Series C Preferred Stock"). The Series C Preferred Stock does not have any voting rights other than those required by law or the Company's Certificate of Incorporation, as amended. The Mandatory Conversion Time shall occur by March 27, 2026. The Original Issue Price is $2.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such shares. The Conversion Price is $1.00 per share, subject to adjustment as provided in the Series C Certificate. If required by the applicable Nasdaq

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Designation of Series C Convertible Preferred Stock of Interactive Strength Inc.

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: October 1, 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