Interactive Strength Files 8-K on Agreements and Equity

TL;DR

Interactive Strength filed an 8-K detailing material agreements and equity sales.

AI Summary

Interactive Strength, Inc. filed an 8-K on January 28, 2025, reporting on a material definitive agreement, unregistered sales of equity securities, and financial statements. The company is incorporated in Delaware and its principal executive offices are located in Austin, Texas.

Why It Matters

This filing provides crucial updates on the company's contractual agreements and equity transactions, which can impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate dilution or regulatory scrutiny.

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
• Delaware (jurisdiction) — State of Incorporation
• Austin, Texas (location) — Principal Executive Offices
• January 28, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common stock, $0.0001 par value per share TRNR The Nasdaq
• $2,925,000 — s agreed to purchase, for approximately $2,925,000, (a) a senior secured convertible note
• $3,250,000 — ") in the aggregate principal amount of $3,250,000, which is convertible into shares of th
• $13,000,000 — ") in the aggregate principal amount of $13,000,000 and warrants to purchase an aggregate o
• $20,000,000 — ") in the aggregate principal amount of $20,000,000 and warrants to purchase an aggregate o
• $3.133 — y, divided by (y) a conversion price of $3.133 per share, subject to adjustment as pro
• $4.82 — e Conversion Securities") at a price of $4.82 per share (the "Warrant Exercise Price"
• $860,000 — for such 60-trading-day period exceeds $860,000, (iii) the Class A Incremental Conversi
• $2,000,000 — for such 90-trading-day period exceeds $2,000,000, (iii) the Class B Incremental Conversi
• $1,000,000 — standing Notes is less than or equal to $1,000,000. Description of Registration Rights A

Filing Documents

• trnr-20250128.htm (8-K) — 79KB
• trnr-ex4_1.htm (EX-4.1) — 474KB
• trnr-ex4_2.htm (EX-4.2) — 281KB
• trnr-ex4_3.htm (EX-4.3) — 107KB
• trnr-ex4_4.htm (EX-4.4) — 107KB
• trnr-ex10_1.htm (EX-10.1) — 519KB
• trnr-ex10_2.htm (EX-10.2) — 242KB
• trnr-ex10_3.htm (EX-10.3) — 130KB
• trnr-ex10_4.htm (EX-10.4) — 398KB
• 0000950170-25-012409.txt ( ) — 2780KB
• trnr-20250128.xsd (EX-101.SCH) — 24KB
• trnr-20250128_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Convertible Note Financing On January 28, 2025, Interactive Strength Inc. (the "Company") entered into that certain securities purchase agreement (the "Purchase Agreement") with an accredited investor (the "Investor"). Pursuant to the Purchase Agreement, the Company has agreed to sell, and the Investor has agreed to purchase, for approximately $2,925,000, (a) a senior secured convertible note issued by the Company (the "Note") in the aggregate principal amount of $3,250,000, which is convertible into shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), (b) warrants (the "Warrants") to purchase up to an aggregate of 8,973,030 shares of Common Stock, (c) Class A incremental warrants (the "Class A Incremental Warrants") to purchase senior secured convertible notes (the "Class A Incremental Notes") in the aggregate principal amount of $13,000,000 and warrants to purchase an aggregate of 2,697,097 shares of Common Stock (the "Class A Incremental Common Warrants") and (d) Class B incremental warrants (the "Class B Incremental Warrants") to purchase senior secured convertible notes (the "Class B Incremental Notes") in the aggregate principal amount of $20,000,000 and warrants to purchase an aggregate of 4,149,380 shares of Common Stock (the "Class B Incremental Common Warrants") (the "Convertible Note Financing"). In connection with the Convertible Note Financing, the Company also entered into the following agreements: (i) Registration Rights Agreement, (ii) Guaranty, and (iii) Security and Pledge Agreement. The Convertible Note Financing closed on January 29, 2025. The gross proceeds to the Company from the Convertible Note Financing, prior to the payment of transaction expenses, was $2,925,000. The Company intends to use the net proceeds for working capital and general corporate purposes. The Purchase Agreement contains customary representations, warranties, and covenants of th

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Note, the Warrant, and the Registrable Securities were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506 of Regulation D promulgated thereunder or, in the event of an issuance of the Warrant Shares, Class A Incremental Common Warrant Shares or Class B Incremental Common Warrant Shares on a cashless basis, pursuant to the exemption provided in Section 3(a)(9) under the Securities Act. The Investor is an "accredited investor" as that term is defined in Rule 501 under the Securities Act. The Note, the Warrant, and the Registrable Securities have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements of the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Senior Secured Convertible Note 4.2 Form of Common Warrant 4.3 Form of Class A Incremental Note Purchase Warrant 4.4 Form of Class B Incremental Note Purchase Warrant 10.1* Form of Securities Purchase Agreement 10.2 Form of Registration Rights Agreement 10.3 Form of Guaranty 10.4 Form of Security and Pledge Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

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: February 3, 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