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

TL;DR

Interactive Strength Inc. signed a big deal and sold some stock on Nov 11. Details to follow.

AI Summary

Interactive Strength, Inc. announced on November 11, 2024, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The exact nature of the agreement and the details of the equity sales are not specified in this filing.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and unregistered equity sales, which can introduce financial and operational risks if not managed properly.

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
• November 11, 2024 (date) — Earliest event reported
• 1005 Congress Avenue, Suite 925, Austin, Texas 78701 (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common stock, $0.0001 par value per share TRNR The Nasdaq
• $6,000,000 — ") in the aggregate principal amount of $6,000,000, which is convertible into shares of th
• $4,000,000 — Restated Note has a principal amount of $4,000,000 (the "Principal Amount"). Pursuant to t
• $4.79 — ice of the Original Note was changed to $4.79 per share (the Common Stock's Nasdaq Of
• $200,000 — aggregate, the Purchaser has converted $200,000 of the Principal Amount into 41,754 sha
• $3,800,000 — unt of the Amended and Restated Note is $3,800,000. Item 3.02 Unregistered Sales of Equi

Filing Documents

• trnr-20241111.htm (8-K) — 47KB
• trnr-ex4_1.htm (EX-4.1) — 80KB
• 0000950170-24-127597.txt ( ) — 249KB
• trnr-20241111.xsd (EX-101.SCH) — 24KB
• trnr-20241111_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 Note Purchase Agreement with CLMBR Holdings LLC ("CLMBR"), and Treadway Holdings LLC (the "Purchaser") pursuant to which the Company sold, and the Purchaser purchased, a Senior Secured Convertible Promissory Note (the "Original Note") in the aggregate principal amount of $6,000,000, which is convertible into shares of the Company's common stock, par value $0.0001 per share ("Common Stock"). On November 11, 2024, after the close of trading hours, the Company, CLMBR and the Purchaser entered into an Amended and Restated Senior Secured Convertible Promissory Note (the "Amended and Restated Note") that amends and restates the Original Note in its entirety. The Amended and Restated Note has a principal amount of $4,000,000 (the "Principal Amount"). Pursuant to the Amended and Restated Note, the conversion price of the Original Note was changed to $4.79 per share (the Common Stock's Nasdaq Official Closing Price (as reflected on Nasdaq.com) on November 11, 2024). The foregoing description of the Amended and Restated Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Note, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. Since November 11, 2024, in the aggregate, the Purchaser has converted $200,000 of the Principal Amount into 41,754 shares of Common Stock (the "Note Conversion Shares"). As of November 13, 2024, the principal amount of the Amended and Restated Note is $3,800,000.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. From November 11 th through November 13th, in the aggregate, the holders of shares of the Company's Series A Convertible Preferred Stock ("Series A") converted 409,275 shares of Series A into 116,604 shares of Common Stock (the "Series A Conversion Shares" and, together with the Note Conversion Shares, the "November Conversion Shares"). The issuance of the November Conversion Shares in exchange for a reduction in the Principal Amount and the conversion of Series A shares 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. The November Conversion Shares were included in the amount of total shares outstanding disclosed on the cover page of the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2024, filed with the Securities and Exchange Commission on November 14, 2024.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Amended and Restated Senior Secured Convertible Promissory Note, issued November 11, 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: November 15, 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