TRNR 8-K
Interactive Strength, Inc. (TRNR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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.
As previously disclosed, on February 1, 2024, Interactive Strength Inc. (the “Company”) entered into a Note Purchase Agreement with CLMBR Holdings LLC ("CLMBR"), and Treadway Holdings LLC (the “Purchaser”) pursuant to which the Company sold, and the Purchaser purchased, a Senior Secured Convertible Promissory Note (the “Original Note”) in the aggregate principal amount of $6,000,000, which is convertible into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”).
On November 11, 2024, after the close of trading hours, the Company, CLMBR and the Purchaser entered into an Amended and Restated Senior Secured Convertible Promissory Note (the “Amended and Restated Note”) that amends and restates the Original Note in its entirety. The Amended and Restated Note has a principal amount of $4,000,000 (the “Principal Amount”). Pursuant to the Amended and Restated Note, the conversion price of the Original Note was changed to $4.79 per share (the Common Stock’s Nasdaq Official Closing Price (as reflected on Nasdaq.com) on November 11, 2024).
The foregoing description of the Amended and Restated Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Note, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Since November 11, 2024, in the aggregate, the Purchaser has converted $200,000 of the Principal Amount into 41,754 shares of Common Stock (the “Note Conversion Shares”). As of November 13, 2024, the principal amount of the Amended and Restated Note is $3,800,000.
Item 3.02 Unregistered Sales of Equity Securities.
From November 11th through November 13th, in the aggregate, the holders of shares of the Company’s Series A Convertible Preferred Stock (“Series A”) converted 409,275 shares of Series A into 116,604 shares of Common Stock (the “Series A Conversion Shares” and, together with the Note Conversion Shares, the “November Conversion Shares”).
The issuance of the November Conversion Shares in exchange for a reduction in the Principal Amount and the conversion of Series A shares was made by the Company pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) of such act on the basis that these offers constituted an exchange with existing holders of the Company’s securities, and no commission or other remuneration was paid to any party for soliciting such exchange. The November Conversion Shares were included in the amount of total shares outstanding disclosed on the cover page of the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2024, filed with the Securities and Exchange Commission on November 14, 2024.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
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4.1 |
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Amended and Restated Senior Secured Convertible Promissory Note, issued November 11, 2024 |
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: |
November 15, 2024 |
By: |
/s/ Michael J. Madigan |
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Chief Financial Officer |
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
INTERACTIVE STRENGTH INC. CLMBR HOLDINGS LLC
AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE PROMISSORY NOTE
$4,000,000.00 November 11, 2024
FOR VALUE RECEIVED, the undersigned, INTERACTIVE STRENGTH INC., a Delaware corporation (“TRNR”) and CLMBR HOLDINGS LLC, a Delaware limited liability company (“CLMBR” and together with TRNR, collectively, the “Borrower”) hereby promises to pay to the order of TREADWAY HOLDINGS LLC, a Delaware limited liability company (the “Purchaser”), or its registered assigns (the “Holder”), the principal sum of FOUR MILLION DOLLARS AND 00/100 ($4,000,000.00) on the Maturity Date (as defined in the Purchase Agreement (as defined below)), except as otherwise set forth herein, and with interest thereon from time to time as provided herein.
share.
[signature page follows]
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed as of the date first written above.
INTERACTIVE STRENGTH INC.
By: /s/ Trent Ward Name: Trent Ward
Title: Chief Executive Officer
CLMBR HOLDINGS LLC
By: /s/ Trent Ward Name: Trent Ward
Title: Chief Executive Officer
Acknowledged and Agreed:
TREADWAY HOLDINGS LLC
By: /s/ Ron Friedman Name: Ron Friedman
Title: Authorized Signatory
[Amended and Restated Senior Secured Convertible Promissory Note]
EXHIBIT A
FORM OF CONVERSION NOTICE
Date: [ • ], 2024
Reference is made to that certain Amended and Restated Senior Secured Convertible Promissory Note issued by INTERACTIVE STRENGTH INC., a Delaware corporation (“TRNR”), and CLMBR HOLDINGS LLC, a Delaware limited liability company (“CLMBR” and together with TRNR, collectively, the “Borrower”), dated as of November 11, 2024 (the “Note”).
The undersigned hereby elects to convert principal, into common stock, par value $0.0001 per share (the “Common Stock”), of TRNR according to the conditions hereof, as of the date written below. If the Common Stock is to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by TRNR in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.
The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid Common Stock.
The Conversion Price agreed among the undersigned and the Borrower in respect of such conversion is $0.0702 per share of Common Stock.
Conversion calculations:
Date of Conversion: |
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Aggregate Principal to be converted: |
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Aggregate accrued and unpaid Interest (including Default Interest, if applicable) and accrued and unpaid Late Charges with respect to such portion of the Aggregate Principal and such Aggregate Interest to be converted: |
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Aggregate Conversion Amount to be Converted: |
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Please confirm the following information: |
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Conversion Price: |
$4.79 |
Number of shares of Common Stock to be issued: |
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Please issue the Common Stock into which the Note is being converted to Holder, or for its benefit, as follows:
DTC Participant: Name of Registered holder DTC Number:
Account Number: By:
Tax ID: Name:
Title:
E-Mail Address:
Schedule 1 CONVERSION SCHEDULE
Reference is made to that certain Amended and Restated Senior Secured Convertible Promissory Note issued by INTERACTIVE STRENGTH INC., a Delaware corporation, and CLMBR HOLDINGS LLC, a Delaware limited liability company, dated as of November 11, 2024 (the “Note”).
This Conversion Schedule reflects conversions made under Section 3 of the above referenced Note.
Date of Conversion |
Principal Amount of Conversion |
Interest Amount of Conversion |
Aggregate Principal Amount Remaining Subsequent to Conversion |
Interest Amount Remaining Subsequent to Conversion |
Company Attest |
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