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

TL;DR

Interactive Strength signed a big deal and sold stock on Jan 23rd. Details to follow.

AI Summary

Interactive Strength, Inc. entered into a material definitive agreement on January 23, 2025. The company also reported 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 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 — 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
• January 23, 2025 (date) — Date of earliest event reported
• 1005 Congress Avenue, Suite 925 (location) — 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
• $7,968,977.74 — der in the original principal amount of $7,968,977.74 (the "Loan"). As previously disclosed,
• $3.0 million — eferred Stock"), upon the conversion of $3.0 million of the Loan. As previously disclosed,
• $3,000,000 — cipal amount of the Loan was reduced by $3,000,000. As previously disclosed, on April 24
• $992,492 — ember 31, 2024, the Net Trade Value was $992,492. On January 23, 2025, the Company and

Filing Documents

• trnr-20250123.htm (8-K) — 51KB
• trnr-ex10_1.htm (EX-10.1) — 45KB
• 0000950170-25-010522.txt ( ) — 214KB
• trnr-20250123.xsd (EX-101.SCH) — 24KB
• trnr-20250123_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 Credit Agreement (the "Credit Agreement") with Vertical Investors, LLC (the "Lender"), pursuant to which the Company received a term loan from the Lender in the original principal amount of $7,968,977.74 (the "Loan"). As previously disclosed, on March 29, 2024, the Company issued to the Lender 1,500,000 shares of the Company's Series A Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock"), upon the conversion of $3.0 million of the Loan. As previously disclosed, on April 24, 2024, the Company entered into a Loan Modification Agreement (the "Modification Agreement") with the Lender, pursuant to which the Lender was issued 1,500,000 shares of Series A Preferred Stock in exchange for which the principal amount of the Loan was reduced by $3,000,000. As previously disclosed, on April 24, 2024, the Company entered into a Loan Restoration Agreement (the "Restoration Agreement") with the Lender. Pursuant to the Restoration Agreement, in the event the aggregate amount of funds received by the Lender (net of all commissions, transfer fees or other transaction fees of any kind and taxes paid or payable as a result thereof) arising out of the disposition of the Preferred Stock, shares of the Company's Common Stock issuable upon conversion of the Preferred Stock, if converted by the Lender, or any other securities of the Company issued to the Lender as a result of its holding the Preferred Stock (the aggregate amount of funds, the "Net Trade Value") received by the Lender on or before December 31, 2024 is less than $3.0 million within ten (10) business days of written demand therefor, the Company shall pay the Lender the amount that is equal to $3.0 million less the Net Trade Value. As of December 31, 2024, the Net Trade Value was $992,492. On January 23, 2025, the Company and the Lender entered

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Series C Preferred Shares is incorporated by reference into this Item 3.02. Pursuant to the Certificate of Designations of Series A Preferred Stock, on January 23, 2025, the Board of Directors of the Company declared a dividend on the shares of Series A Preferred Stock issued and outstanding as of the record date for such dividend, as a dividend in kind, in the form of 112,334 shares of Series A Preferred Stock in the aggregate (the "Dividend Shares"). The Company issued the Dividend Shares on January 23, 2025. The issuance of the Dividend Shares and the Series C Preferred Shares was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2).

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Settlement Agreement, dated January 23, 2025, by and between Interactive Strength Inc. and Vertical Investors, 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: January 29, 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