Interactive Strength Reports Unregistered Equity Sale
Ticker: TRNR · Form: 8-K · Filed: Nov 21, 2024 · CIK: 1785056
| Field | Detail |
|---|---|
| Company | Interactive Strength, Inc. (TRNR) |
| Form Type | 8-K |
| Filed Date | Nov 21, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.0001, $6,000,000, $4,000,000, $4.79, $200,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: unregistered-sale, equity-securities
TL;DR
Interactive Strength sold unregistered equity. SEC filing out.
AI Summary
On November 15, 2024, Interactive Strength, Inc. reported an unregistered sale of equity securities. The company, incorporated in Delaware, filed this Form 8-K to disclose this event. The principal executive offices are located at 1005 Congress Avenue, Suite 925, Austin, Texas.
Why It Matters
This filing indicates a transaction involving the company's stock that was not registered with the SEC, which could have implications for investors and regulatory compliance.
Risk Assessment
Risk Level: medium — Unregistered sales can sometimes indicate financial distress or unusual financing activities, requiring further investigation.
Key Numbers
- 001-41610 — Commission File Number (SEC identifier for the company)
- 82-1432916 — IRS Employer Identification No. (Company's tax identification number)
Key Players & Entities
- Interactive Strength, Inc. (company) — Registrant
- November 15, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of Incorporation
- 1005 Congress Avenue, Suite 925, Austin, Texas 78701 (address) — Principal Executive Offices
- 512 885-0035 (phone_number) — Registrant's Telephone Number
FAQ
What type of equity securities were sold?
The filing does not specify the type of equity securities sold, only that it was an unregistered sale.
To whom were the equity securities sold?
The filing does not disclose the identity of the purchasers of the unregistered equity securities.
What was the price or valuation of the unregistered equity sale?
The filing does not provide any details regarding the price or valuation of the unregistered equity securities sold.
What is the reason for the unregistered sale of equity securities?
The filing does not state the specific reason or purpose behind the unregistered sale of equity securities.
Are there any exemptions from registration being claimed for this sale?
The filing indicates an 'Unregistered Sales of Equity Securities' but does not explicitly state which exemption from registration, if any, is being relied upon.
Filing Stats: 736 words · 3 min read · ~2 pages · Grade level 13.7 · Accepted 2024-11-21 17:00:09
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 — vember 20 th , 2024, in addition to the $200,000 of the Principal Amount converted as pr
- $400,000 — e Purchaser has converted an additional $400,000 of the Principal Amount into a total of
Filing Documents
- trnr-20241115.htm (8-K) — 42KB
- 0000950170-24-129774.txt ( ) — 153KB
- trnr-20241115.xsd (EX-101.SCH) — 24KB
- trnr-20241115_htm.xml (XML) — 5KB
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. 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"). As previously disclosed, 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). Through November 20 th , 2024, in addition to the $200,000 of the Principal Amount converted as previously disclosed on November 15 th , the Purchaser has converted an additional $400,000 of the Principal Amount into a total of 83,508 shares of Common Stock (the "Note Conversion Shares"). From November 15 th through November 19 th , in the aggregate, the holders of shares of the Company's Series A Convertible Preferred Stock ("Series A") converted 288,438 shares of Series A into 82,176 shares of Common Stock (the "Series A Conversion Shares" and, together with the Note Conversion Shares, the "Second November Conversion Shares"). The issuance of the Second 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
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 21, 2024 By: /s/ Michael J. Madigan Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)