Interactive Strength Inc. Files Definitive Proxy Statement

TL;DR

Interactive Strength Inc. filed its proxy statement for FY23. Shareholders get the scoop on company ops & exec pay.

AI Summary

Interactive Strength, Inc. filed its definitive proxy statement on August 5, 2024, for the fiscal year ending December 31, 2023. The filing, designated as DEF 14A, outlines the company's governance and shareholder matters. The company is incorporated in Delaware and its principal executive offices are located at 1005 Congress Avenue, Suite 925, Austin, TX 78701.

Why It Matters

This filing provides shareholders with crucial information regarding company operations, executive compensation, and voting matters, enabling informed participation in corporate governance.

Risk Assessment

Risk Level: low — This is a routine filing of a proxy statement, which is standard corporate disclosure and does not inherently present new risks.

Key Numbers

• 2023-12-31 — Fiscal Year End (The proxy statement covers the company's performance and governance for this period.)

Key Players & Entities

• Interactive Strength, Inc. (company) — Registrant
• 0000950170-24-090702 (filing_id) — Accession Number
• 20240805 (date) — Filing Date
• 20240830 (date) — Period of Report
• 1005 Congress Avenue, Suite 925, Austin, TX 78701 (address) — Business and Mail Address

FAQ

Key Financial Figures

• $0.0001 — f the Company's common stock, par value $0.0001 per share ("Common Stock"), upon exerci
• $0 — 1,820 shares of common stock, par value $0.0001, of the Company (the "Common Stock
• $0.176 — Common Stock"), at an offering price of $0.176 per Share. Pursuant to the May SPA, i
• $0.125 — hare under Nasdaq Rule 5635(d) plus (b) $0.125 per whole share of Common Stock underly

Filing Documents

• trnr-20240805.htm (DEF 14A) — 337KB
• img15132600_0.jpg (GRAPHIC) — 591KB
• img15132600_1.jpg (GRAPHIC) — 534KB
• 0000950170-24-090702.txt ( ) — 3100KB
• trnr-20240805.xsd (EX-101.SCH) — 7KB
• trnr-20240805_htm.xml (XML) — 1KB

From the Filing

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a12 INTERACTIVE STRENGTH INC. (Name of Registrant as Specified In Its Charter) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Interactive Strength Inc. 1005 Congress Avenue, Suite 925 Austin, Texas 78701 (512) 885-0035 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To Be Held at 10:00 a.m. Central Time on August 30, 2024 Dear Stockholders of Interactive Strength Inc.: We cordially invite you to attend a special meeting of stockholders (the "Special Meeting") of Interactive Strength Inc., a Delaware corporation (the "Company"), which will be held on August 30, 2024 at 10:00 a.m. Central Time, in person at 1005 Congress Avenue, Suite 925, Austin, TX78701. The meeting will be held for the following purposes: 1. To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of common stock upon exercise of certain warrants issued in connection with our registered direct offering pursuant to a certain securities purchase agreement, dated May 20, 2024, between the Company and purchasers thereto (the "May SPA") ("Proposal No. 1"); 2. To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of common stock upon exercise of certain warrants issued in connection with our best efforts offering pursuant to a certain securities purchase agreement, dated July 1, 2024, between the Company and purchasers thereto (the "July SPA") ("Proposal No. 2"); and 3. To grant discretionary authority to the Company's Board of Directors to amend the Certificate of Incorporation to effect one or more consolidations of the issued and outstanding shares of Common Stock, pursuant to which the shares of Common Stock would be combined and reclassified into one share of Common Stock at a ratio within the range from 1-for-5 up to 1-for-100 (each, a "Reverse Stock Split"), provided that, (X) the Company shall not effect Reverse Stock Splits that, in the aggregate, exceed 1-for-100, and (Y) any Reverse Stock Split is completed no later than the first anniversary of the Record Date (as defined herein) ("Proposal No. 3"). You may vote if you were the record owner of shares of the Company's Common Stock, at the close of business on July 9, 2024. The Board of Directors of the Company has fixed the close of business on July 9, 2024 as the record date (the "Record Date") for the determination of Stockholders entitled to notice of and to vote at the Special Meeting and at any adjournments thereof. As of the Record Date, there were 2,988,328 shares of Common Stock outstanding and entitled to vote at the Special Meeting. The holders of our Common Stock are entitled to one vote for each share of Common Stock held. The foregoing shares are referred to herein as the "Shares." Holders of our Common Stock will vote together as a single class on all matters described in this proxy statement (the "Proxy Statement"). All Stockholders are cordially invited to attend the Special Meeting. Stockholders who plan to attend the Special Meeting in person must notify the Company at least 24 hours prior to the Special Meeting by contacting the Company's Investor Relations department at (512) 885-0035, or ir@interactivestrength.com. Whether you plan to attend the Special Meeting or not, you are requested to vote over the Internet, by telephone, or to complete, sign, date and return the enclosed proxy card promptly in accordance with the instructions set forth on the proxy card. A pre-addressed, postage prepaid return envelope is enclosed for your convenience. Voting by using the aforementioned methods will not prevent you from voting at the Special Meeting. YOUR VOTE AT THE SPECIAL MEETING IS IMPORTANT Your vote is important. Please vote as promptly as possible even if you plan to attend the Special Meeting. For information on how to vote your Shares, please see the instruction from your broker or other fiduciary, as applicable, as well as "How Do I Vote?" in the Proxy Statement accompanying this notice. We encourage you to vote over the Internet, by telephone, or by completing, signing, and dating the proxy card, and returning it in the enclosed envelope. If you have questions about voting your Shares, please contact the Investor Relations department at Interactive Strength Inc., at 1005 Congress Avenue

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View this DEF 14A filing on SEC EDGAR