Interactive Strength Files 8-K on Material Agreement

TL;DR

Interactive Strength signed a big deal, filing an 8-K. Details TBD.

AI Summary

Interactive Strength, Inc. filed an 8-K on January 21, 2025, reporting a material definitive agreement entered into on January 14, 2025. The filing also indicates modifications to security holder rights and amendments to the company's articles of incorporation or bylaws. Specific details of the agreement and its financial implications are not fully disclosed in the provided text.

Why It Matters

This 8-K filing signals a significant corporate event for Interactive Strength, Inc., potentially impacting its business operations, financial structure, or shareholder rights.

Risk Assessment

Risk Level: medium — The filing indicates material changes and agreements, but the lack of specific details about the nature and financial impact of these events introduces uncertainty.

Key Numbers

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

Key Players & Entities

• Interactive Strength, Inc. (company) — Registrant
• January 14, 2025 (date) — Date of earliest event reported
• January 21, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of Incorporation
• Austin, Texas (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. As previously disclosed, On December
• $1.00 — e conversion price of the Series C from $1.00 to $3.25 per share. The CoD Amendment b
• $3.25 — ion price of the Series C from $1.00 to $3.25 per share. The CoD Amendment became eff

Filing Documents

• trnr-20250114.htm (8-K) — 55KB
• trnr-ex3_1.htm (EX-3.1) — 94KB
• trnr-ex10_1.htm (EX-10.1) — 41KB
• 0000950170-25-007333.txt ( ) — 326KB
• trnr-20250114.xsd (EX-101.SCH) — 25KB
• trnr-20250114_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 ("Treadway") pursuant to which the Company sold, and Treadway 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 Treadway 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. As previously disclosed, On December 13, 2024, the Company, CLMBR and Treadway entered into a letter agreement that amends the Note Purchase Agreement. On January 14, 2025, Treadway sold the Amended and Restated Note to Woodway USA, Inc. (the "Purchaser"). The Purchaser was the guarantor of the Note Purchase Agreement and is currently the largest customer of the Company, pursuant to the previously disclosed Exclusive Distribution Agreement, by and between the Company and the Purchaser, dated as of February 20, 2024. On January 14, 2025, 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 and restated in its entirety as follows: (a) Maturity Date. The Borrower shall redeem the Notes on January 30, 2026 (the "Maturity Date"), by payment in Cash in full of the entire outstanding principal balance thereof (including all unpaid interest that has been added to

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 January 16, 2025, the Company filed a Certificate of Amendment (the "CoD Amendment") to the Company's Certificate of Designation of Series C Convertible Preferred Stock ("Series C") with the Secretary of State of the State of Delaware to amend the conversion price of the Series C from $1.00 to $3.25 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 C Convertible Preferred Stock of Interactive Strength Inc. 10.1 Letter Agreement, dated January 14, 2025, by and among Interactive Strength Inc. and CLMBR Holdings LLC and Woodway USA, 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: January 21, 2025 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