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

TL;DR

Interactive Strength signed a big deal and sold some stock on Dec 13th. Details to follow.

AI Summary

Interactive Strength, Inc. entered into a Material Definitive Agreement on December 13, 2024. 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 excerpt.

Why It Matters

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

Risk Assessment

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

Key Numbers

• 001-41610 — Commission File Number (Identifies the company's SEC filing history.)
• 82-1432916 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Interactive Strength, Inc. (company) — Registrant
• December 13, 2024 (date) — Earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 1005 Congress Avenue, Suite 925 (address) — Principal Executive Offices
• Austin, Texas (location) — Principal Executive Offices City and State

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. From November 21 st through December
• $170,000 — , the Purchaser converted an additional $170,000 of the principal amount into a total of
• $3.0 million — nt of the Amended and Restated Note was $3.0 million and the Purchaser was holding the conve
• $160,000 — n, paid the applicable Extension Fee of $160,000 and reimbursed the Purchaser's accrued
• $17,000 — aser's accrued but unpaid legal fees of $17,000. As of December 13, 2024, the Maturity

Filing Documents

• trnr-20241213.htm (8-K) — 56KB
• trnr-ex3_1.htm (EX-3.1) — 48KB
• 0000950170-24-138422.txt ( ) — 225KB
• trnr-20241213.xsd (EX-101.SCH) — 24KB
• trnr-20241213_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 (the "Note Purchase Agreement") with CLMBR Holdings LLC ("CLMBR" and collectively with the Company, the "Borrower"), 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, the Company, CLMBR and the Purchaser entered into an Amended and Restated Senior Secured Convertible Promissory Note (the "Amended and Restated Note") that amended and restated the Original Note in its entirety. The Amended and Restated Note has a principal amount of $4,000,000. From November 21 st through December 13 th , 2024, in addition to the principal amount converted that was previously disclosed on November 15 th and November 21 st , the Purchaser converted an additional $170,000 of the principal amount into a total of 35,491 shares of Common Stock (the "Note Conversion Shares"). On December 13, 2024, the Company, CLMBR and the Purchaser entered into a Letter Agreement (the "Letter Agreement") that amends the Note Purchase Agreement. Pursuant to the Letter Agreement, Section 3.2(a) of the Note Purchase Agreement was amended to allow the Borrower to extend the maturity date of the Amended and Restated Note (the "Maturity Date") upon written notice to the Purchaser and payment of the Extension Fee (as defined below) to extend the Maturity Date for an additional thirty-day period (each an "Extension"). The Borrower shall be entitled to up to three Extensions. Pursuant to the Letter Agreement, each "Extension Fee" shall be an amount in cash, calculated as of the Maturity Date prior to

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. From November 21 st through December 13 th , 2024 in the aggregate, the holders of shares of the Company's Series A Convertible Preferred Stock ("Series A") converted 137,656 shares of Series A into 39,218 shares of Common Stock (the "Series A 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 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. As previously disclosed, the Company effected a reverse stock split of the Common Stock at a rate of 1-for-100 (the "Reverse Stock Split"), effective as of 9:00 a.m. Eastern Time on November 11, 2024. As previously disclosed, the Reverse Stock Split decreased the number of shares of Common Stock issued and outstanding but such reduction was subject to adjustment for the rounding up of fractional shares. On November 21 st , due to the rounding up of fractional shares, a total of 217,396 shares of Common Stock were issued to certain shareholders who owed shares of Common Stock on November 11th, 2024. Following the issuance of the Note Conversion Shares, the Series A Conversion Shares, the round-up shares, and unrelated issuances, as of December 17, 2024, the Company had 1,377,873 shares of Common Stock outstanding.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Letter Agreement, dated December 13, 2024 by and among Interactive Strength Inc. and CLMBR Holdings LLC and Treadway Holdings 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: December 19, 2024 By: /s/ Michael J. Madigan Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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View this 8-K filing on SEC EDGAR