Interactive Strength Files 8-K on Security Holder Rights

TL;DR

Interactive Strength filed an 8-K detailing changes to security holder rights and corporate bylaws.

AI Summary

Interactive Strength, Inc. filed an 8-K on December 13, 2024, reporting events as of December 10, 2024. The filing indicates material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. It also includes financial statements and exhibits.

Why It Matters

This 8-K filing signals potential changes affecting Interactive Strength's security holders and corporate structure, requiring investor attention.

Risk Assessment

Risk Level: medium — Changes to security holder rights and corporate bylaws can significantly impact a company's governance and shareholder value.

Key Players & Entities

• Interactive Strength, Inc. (company) — Registrant
• December 10, 2024 (date) — Earliest event reported
• December 13, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of Incorporation
• 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
• $32.827 — the conversion price of the Series B is $32.827 per share. The CoD Amendment became eff

Filing Documents

• trnr-20241210.htm (8-K) — 44KB
• trnr-ex3_1.htm (EX-3.1) — 64KB
• 0000950170-24-136177.txt ( ) — 233KB
• trnr-20241210.xsd (EX-101.SCH) — 25KB
• trnr-20241210_htm.xml (XML) — 5KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

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. Amendment to Certificate of Designation of Series B Convertible Preferred Stock On December 10, 2024, Interactive Strength Inc., a Delaware corporation (the "Company"), filed a Certificate of Amendment (the "CoD Amendment") to the Company's Certificate of Designation of Series B Convertible Preferred Stock ("Series B") with the Secretary of State of the State of Delaware to delete the mandatory conversion provision and to add a provision allowing the holders of Series B to voluntarily convert the shares of Series B that they hold. The CoD Amendment also clarifies that the conversion price of the Series B is $32.827 per share. The CoD Amendment became effective with the Secretary of State of the State of Delaware upon filing. The information set forth herein is qualified in its entirety by reference to the complete text of the CoD Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to the Certificate of Designation of Series B Convertible Preferred Stock of Interactive Strength Inc. 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: December 13, 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