Interactive Strength Files 8-K on Material Agreement & Debt

TL;DR

Interactive Strength just dropped an 8-K: new deal and debt on the table. Watch this space.

AI Summary

Interactive Strength, Inc. filed an 8-K on February 5, 2025, reporting a material definitive agreement and the creation of a direct financial obligation. The filing also disclosed unregistered sales of equity securities and included financial statements and exhibits. The specific details of the agreement and financial obligation are not provided in this excerpt.

Why It Matters

This filing indicates Interactive Strength, Inc. has entered into a significant agreement and incurred a financial obligation, which could impact its financial health and future operations.

Risk Assessment

Risk Level: medium — The filing reports a material definitive agreement and a direct financial obligation, which inherently carry risks that need further investigation.

Key Players & Entities

• Interactive Strength, Inc. (company) — Registrant
• February 04, 2025 (date) — Earliest event reported
• February 5, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 1005 Congress Avenue, Suite 925, Austin, Texas 78701 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common stock, $0.0001 par value per share TRNR The Nasdaq
• $2.0 million — ") of the Company: On May 17, 2019, a $2.0 million note with interest at the rate of 2.5%
• $1.0 million — 021 ("Note 1"). On August 28, 2019, a $1.0 million note with interest at the rate of 5.0%
• $0.3 million — 1 ("Note 2"). On November 28, 2019, a $0.3 million note with interest at the rate of 5.0%
• $0.6 million — 2 ("Note 4"). On February 12, 2021, a $0.6 million note with interest at the rate of 5.0%
• $2,819,830 — ws: Exchange Note 1 principal amount: $2,819,830 Exchange Note 2 principal amount: $1,
• $1,552,067 — 830 Exchange Note 2 principal amount: $1,552,067 Exchange Note 3 principal amount: $27
• $274,281 — 067 Exchange Note 3 principal amount: $274,281 Exchange Note 4 principal amount: $37
• $371,813 — 281 Exchange Note 4 principal amount: $371,813 Exchange Note 5 principal amount: $36
• $362,350 — 813 Exchange Note 5 principal amount: $362,350 The Exchange Notes accrue interest at
• $2.04 — y, divided by (y) a conversion price of $2.04 per share, subject to adjustment as pro

Filing Documents

• trnr-20250204.htm (8-K) — 65KB
• trnr-ex4_1.htm (EX-4.1) — 318KB
• trnr-ex10_1.htm (EX-10.1) — 152KB
• 0000950170-25-014134.txt ( ) — 716KB
• trnr-20250204.xsd (EX-101.SCH) — 24KB
• trnr-20250204_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, from 2019 to 2021, Interactive Strength Inc. (the "Company") entered into the following five promissory notes (collectively, the "Notes") with a then-principal stockholder (the "Former Principal Stockholder") of the Company: On May 17, 2019, a $2.0 million note with interest at the rate of 2.5% per annum and maturity date of May 17, 2021 ("Note 1"). On August 28, 2019, a $1.0 million note with interest at the rate of 5.0% per annum and a maturity date of August 28, 2021 ("Note 2"). On November 28, 2019, a $0.3 million note with interest at the rate of 5.0% per annum and a maturity date of August 28, 2021 ("Note 3"). On March 20, 2020, a $0.3 million note with interest at the rate of 5.0% per annum and a maturity date of March 20, 2022 ("Note 4"). On February 12, 2021, a $0.6 million note with interest at the rate of 5.0% per annum and a maturity date of June 12, 2022 ("Note 5"). As previously disclosed, the Notes were not paid upon maturity, and on August 4, 2023, the Company received a notice of default from the Former Principal Stockholder. On October 30, 2023, the Company entered into an agreement with the Former Principal Stockholder, which was thereafter restated on November 17, 2023, regarding the settlement of disputes relating to the Notes. On January 29, 2025, the Former Principal Stockholder assigned the Notes to an accredited investor (the "Investor"). On February 4, 2025, the Company and the Investor entered into an Exchange Agreement (the "Exchange Agreement"), pursuant to which the Company and the Investor exchanged the Notes for five new secured promissory notes of the Company (the "Exchange Notes"). Note 1 was exchanged for "Exchange Note 1", Note 2 was exchanged for "Exchange Note 2", Note 3 was exchanged for "Exchange Note 3", Note 4 was exchanged for "Exchange Note 4", and Note 5 was exchanged for "Exchange Note 5". Description of the Exchange Notes

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 Exchange Notes were offered, sold, and issued by the Company to the Investor pursuant to the exemption provided in Section 3(a)(9) under the Securities Act of 1933, as amended (the "Securities Act"). The Note Conversion Shares will be offered, sold, and issued by the Company to the Investor pursuant to an exemption from the registration requirements under Section 3(a)(9) of the Securities Act. The Investor is an "accredited investor" as that term is defined in Rule 501 under 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 Secured Convertible Note 10.1 Exchange Agreement, by and between Interactive Strength Inc. and TR Opportunities II LLC, dated as of February 4, 2025 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: February 5, 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