TRNR 8-K
Interactive Strength, Inc. (TRNR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On June 4, 2025, Interactive Strength Inc. (the “Company”) issued a convertible promissory note in the principal amount of $725,000 (the “Note”) to S Interactive LLC. (the “Holder”). The Note had a purchase price of $652,500 and an original issue discount of ten percent (10.0%). The Note has a maturity date of June 4, 2027 (the “Maturity Date”) and accrues interest at a rate of fifteen percent (15.0%) per annum.
The Company may prepay the outstanding principal balance of the Note (the “Balance”) prior to the Maturity Date, provided that, if upon a prepayment of the Balance in full prior to the Maturity Date, the aggregate amount of interest accrued on the Note is less than $217,500, the Company shall pay the Holder an amount equal to the difference between the amount of interest actually paid by the Company to the Holder and $217,500. At any time prior to the Maturity Date, the Holder may convert any outstanding and unpaid principal and accrued interest of the Note into shares of the Company’s Series A Preferred Stock. The Note has a conversion price of
$1.25 per share.
Upon an Event of Default (as defined in the Note), all outstanding principal and accrued but unpaid interest and expenses will become immediately due and payable.
The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Note, which is attached hereto as Exhibit 4.1 and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
4.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document |
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.
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Interactive Strength Inc. |
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Date: |
June 10, 2025 |
By: |
/s/ Michael J. Madigan |
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Chief Financial Officer |
Exhibit 4.1
INTERACTIVE STRENGTH INC.
PROMISSORY NOTE
$725,000 Made as of June 4, 2025
Subject to the terms and conditions of this promissory note (the “Note”), for value received, INTERACTIVE STRENGTH, INC., a Delaware corporation (the “Company”), hereby promises to pay to S INTERACTIVE LLC, or its registered assigns (“Holder”), the principal sum of seven hundred and twenty-five thousand dollars and no cents ($725,000) (the “Principal Amount”) or such lesser amount as shall then equal the outstanding principal amount hereunder.
This Note carries an original issue discount of ten percent (10%) equal to $72,500 (the “OID”), which is included in the Principal Amount of this Note. Thus, the purchase price of this Note shall be $652,500 computed as follows: the Principal Amount minus the OID.
The following is a statement of the rights of Holder and the terms and conditions to which this Note is subject, and to which the Holder hereof, by the execution of this Note, agrees:
“Balance” means, at the applicable time, the sum of the then-remaining Principal Balance, all then accrued but unpaid interest and all other amounts (including fees and expenses) then accrued but unpaid under this Note.
“Business Day” means a weekday on which banks are open for general banking business in New York, New York.
“Company” shall include, in addition to the Company identified in the opening paragraph of this Note, any corporation or other entity which succeeds to the Company’s obligations under this Note, whether by permitted assignment, by merger or consolidation, operation of law or otherwise.
“Event of Default” has the meaning set forth in Section 4 hereof.
“Lost Note Documentation” means documentation satisfactory to the Company with regard to a lost or stolen Note, including, if required by the Company, an affidavit of lost note and an indemnification agreement by Holder in favor of the Company with respect to such lost or stolen Note.
“Maturity Date” means June 4, 2027.
“Minimum Interest Amount” means an amount equal to $217,500.
“Note” means this Promissory Note.
“Principal Balance” means, at the applicable time, all then outstanding principal of this Note.
Exhibit 4.1
Exhibit 4.1
7.2 Conversion Price. The conversion price shall be $1.25 per share (the “Conversion Price”). The number of shares of Preferred Stock to be issued upon conversion shall be calculated by dividing the amount of the Obligations to be converted by the Conversion Price.
Exhibit 4.1
7.3 Conversion Procedure. To exercise the conversion right, the converting party must provide written notice to the other party, specifying the amount of the Note to be converted and the date of conversion. Upon conversion, the converting party shall surrender this Note, and the Company shall issue to the converting party a certificate or certificates for the number of shares of Preferred Stock issued upon such conversion.
7.4 Adjustments to Conversion Rate. The Conversion Price and the number of shares of Preferred Stock issuable upon conversion of this Note are subject to adjustment from time to time for stock splits, stock dividends, combinations, reclassifications, or similar events affecting the Preferred Stock.
7.5 Fractional Shares. No fractional shares of Preferred Stock will be issued upon conversion of this Note. Instead, the Company shall round up to the nearest whole share.
7.6 No Rights as a Shareholder. This Note does not entitle Holder to any voting rights or other rights as a shareholder of the Company prior to the conversion into shares of Preferred Stock.
7.7 Holder’s Rights upon Conversion. Upon conversion of the Note, Holder shall forfeit all rights as a holder of the Note (except the right to receive the Preferred Stock or any other securities, cash, or other assets issuable upon conversion of the Note) and shall have the rights of a holder of Preferred Stock.
Exhibit 4.1
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IN WITNESS WHEREOF, the parties hereto have caused this Promissory Note to be signed in their name as of the date first written above.
THE COMPANY:
INTERACTIVE STRENGTH INC.
By: /s/ Trent Ward
Name: Trent Ward
Title: Chief Executive Officer
Address: 1005 Congress Avenue, Suite 925
Austin, TX 78701
THE HOLDER:
S INTERACTIVE LLC
By: /s/ John Stephens
Name: John Stephens
Title: Manager
Address: 111 Center Street
Little Rock, AR 72201