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.
Prior to May 1, 2025, Interactive Strength Inc. (the “Company”) received advisory services from Berenberg Capital Markets LLC (the “Recipient”). As of May 1, 2025, the Company owed the Recipient $500,000 (the “Liability”).
On May 1, 2025, the Company and the Recipient entered into a Settlement Agreement (the “Settlement Agreement”), pursuant to which the Company and the Recipient agreed to settle the Liability by issuing to the Recipient an unsecured promissory note in the principal amount of $500,000 (the “Settlement Note”).
The Settlement Note has a maturity date of May 1, 2026 and accrues interest at a rate of 5% per annum.
The foregoing descriptions of the Settlement Note and the Settlement Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts of the Settlement Note and the Settlement Agreement, the form of which are attached hereto as Exhibits 4.1 and 10.1, respectively, and each of which is 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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10.1 |
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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: |
May 2, 2025 |
By: |
/s/ Michael J. Madigan |
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Chief Financial Officer |
Exhibit 4.1
THE SECURITIES REPRESENTED BY THIS PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR AN AVAILABLE EXEMPTION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.
INTERACTIVE STRENGTH INC.
PROMISSORY NOTE
$500,000.00 Made as of May 1, 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 BERENBERG CAPITAL MARKETS LLC or its registered assigns (“Holder”), the principal sum of FIVE HUNDRED THOUSAND dollars ($500,000.00) (the “Principal Amount”) or such lesser amount as shall then equal the outstanding principal amount hereunder.
This Note is being issued pursuant to that certain Settlement Agreement, dated May 1, 2025 (as amended, restated, supplemented, replace or otherwise modified from time to time, the “Settlement Agreement”) by and among the Company and the Holder, and this Note is the Promissory Note referred to in the Settlement Agreement.
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 May 1, 2026.
“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
Exhibit 4.1
[Remainder of page intentionally left blank]
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 Ave, Suite 925
Austin, TX 78701
THE HOLDER:
BERENBERG CAPITAL MARKETS LLC
By: /s/ Zachary Brantly
Name: Zachary Brantly
Title: Head of U.S. Investment Banking
Address:
By: /s/ Lars Schwartau
Name: Lars Schwartau
Title: Managing Director
Address:
Exhibit 10.1
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT, is dated as of May 1, 2025 (this “Agreement”), by and between Interactive Strength Inc., a Delaware corporation (the “Company”) and Berenberg Capital Markets LLC (“Recipient” and together with the Company, the “Parties”).
WHEREAS, as of the date hereof the Company owes the Recipient $500,000.00 (the “Total Liability”) for certain advisory services provided to the Company by the Recipient in connection with the Company’s initial public offering; and
WHEREAS, in lieu of an immediate cash payment for the Total Liability, the Parties hereby agree that the Recipient shall be issued an unsecured promissory note in the form attached hereto as Exhibit A with such note containing a Securities Act of 1933, as amended, restrictive legend (the “Promissory Note”).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Exhibit 10.1
[Signature Page(s) Follow this Page]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year set forth above.
INTERACTIVE STRENGTH INC.
By: /s/ Trent Ward
Name: Trent Ward
Title: Chief Executive Officer
Exhibit 10.1
BERENBErG CAPITAL MARKETS llc
By: /s/ Zachary Brantly
Name: Zachary Brantly
Title: Head of U.S. Investment Banking
By: /s/ Lars Schwartau
Name: Lars Schwartau
Title: Managing Director