Interactive Strength Inc. Files 8-K with Material Agreement

TL;DR

Interactive Strength Inc. filed an 8-K on 9/30/24 detailing a material agreement and equity sales.

AI Summary

On September 30, 2024, Interactive Strength, Inc. entered into a material definitive agreement. The company also reported unregistered sales of equity securities and filed financial statements and exhibits. The filing details are associated with accession number 0000950170-24-112895.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity sales, which could impact the company's financial standing and future operations.

Risk Assessment

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

Key Numbers

• 001-41610 — Commission 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
• 0000950170-24-112895 (accession_number) — Filing identifier
• September 30, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 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, the Company
• $600,000 — der agreed to reduce the Loan Amount by $600,000 in exchange for the issuance of 1,286,9
• $4,309,186.17 — anding principal amount of the Loan was $4,309,186.17 (the "Loan Amount"). On September 30,
• $2 million — d Shares and (b) the Loan Amount (minus $2 million) for a total of 2,861,128 shares of the
• $2,000,000 — d into by the Company and the Lender to $2,000,000. The form of the Note Purchase Agreemen

Filing Documents

• trnr-20240930.htm (8-K) — 54KB
• trnr-ex10_1.htm (EX-10.1) — 43KB
• trnr-ex10_2.htm (EX-10.2) — 35KB
• 0000950170-24-112895.txt ( ) — 257KB
• trnr-20240930.xsd (EX-101.SCH) — 24KB
• trnr-20240930_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Exchange and Settlement 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 Convertible Preferred Stock, par value $0.0001 per share ("Series A 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 Series A Preferred Stock in exchange for which the principal amount of the Loan was reduced by $3,000,000. As previously disclosed, the Company entered into a number of exchange agreements with the Lender. In total, the Company and Lender agreed to reduce the Loan Amount by $600,000 in exchange for the issuance of 1,286,957 shares of the Company's Common Stock, par value $0.0001 per share (the "Common Stock"). On September 30, 2024, the Lender was issued 59,668 shares of Series A Preferred Stock as a dividend in kind on the shares of Series A Preferred Stock owned by the Lender (the 59,668 shares of Series A Preferred Stock combined with the 1,500,000 shares of Series A Preferred Stock already owned by the Lender is referred to herein as the "Series A Preferred Shares"). As of September 30, 2024, the outstanding principal amount of the Loan was $4,309,186.17 (the "Loan Amount"). On September 30, 2024, the Company and the Lender entered into an Exchange and Settlement Agreement (the "Exchange Agreement"). Pursuant to the Exchange Agreement, the Company and Lender agreed to exchange (a) the Series A

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 issuance of the Series C Shares is incorporated by reference into this Item 3.02. Pursuant to the Certificate of Designations of Series A Preferred Stock, on September 30, 2024, the Board of Directors of the Company declared a dividend on the shares of Series A Preferred Stock issued and outstanding as of the record date for such dividend, as a dividend in kind, in the form of 269,334 shares of Series A Preferred Stock in the aggregate (inclusive of the 59,668 shares issued to the Lender) (the "Dividend Shares"). The Company issued the Dividend Shares on September 30, 2024 and October 1, 2024. The issuance of the Dividend Shares and the Series C Shares was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2).

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Exchange and Settlement Agreement, dated September 30, 2024, by and between Interactive Strength Inc. and Vertical Investors LLC. 10.2 Amendment to Loss Restoration Agreement, dated September 30, 2024, by and between Interactive Strength Inc. and Vertical Investors LLC. 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: October 4, 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