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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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 (the “Note Purchase Agreement”) with CLMBR Holdings LLC ("CLMBR" and collectively with the Company, the “Borrower”), 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”).
As previously disclosed, on November 11, 2024, the Company, CLMBR and the Purchaser entered into an Amended and Restated Senior Secured Convertible Promissory Note (the “Amended and Restated Note”) that amended and restated the Original Note in its entirety. The Amended and Restated Note has a principal amount of $4,000,000.
From November 21st through December 13th, 2024, in addition to the principal amount converted that was previously disclosed on November 15th and November 21st, the Purchaser converted an additional $170,000 of the principal amount into a total of 35,491 shares of Common Stock (the “Note Conversion Shares”).
On December 13, 2024, the Company, CLMBR and the Purchaser entered into a Letter Agreement (the “Letter Agreement”) that amends the Note Purchase Agreement. Pursuant to the Letter Agreement, Section 3.2(a) of the Note Purchase Agreement was amended to allow the Borrower to extend the maturity date of the Amended and Restated Note (the “Maturity Date”) upon written notice to the Purchaser and payment of the Extension Fee (as defined below) to extend the Maturity Date for an additional thirty-day period (each an “Extension”). The Borrower shall be entitled to up to three Extensions.
Pursuant to the Letter Agreement, each “Extension Fee” shall be an amount in cash, calculated as of the Maturity Date prior to giving effect to such Extension, equal to five percent (5%) of the sum of (A) the outstanding principal balance of the Amended and Restated Note plus (B) the principal amount of converted Amended and Restated Note for which Purchaser is still holding the resulting conversion shares. For each Extension period, if the principal amount of the Amended and Restated Note converted by the Purchaser during such Extension period is less than the purchase price received by the Purchaser upon the sale of the resulting conversion shares (such difference, the “Conversion Profit”), then the Extension Fee for the following Extension shall be reduced by an amount equal to such Conversion Profit (but not less than zero).
As of December 13, 2024, the principal amount of the Amended and Restated Note was $3.0 million and the Purchaser was holding the conversion shares from the conversion of $170,000 in principal amount of the Amended and Restated Note.
In connection with the Letter Agreement, the Borrower exercised its option for the first Extension, paid the applicable Extension Fee of $160,000 and reimbursed the Purchaser’s accrued but unpaid legal fees of $17,000. As of December 13, 2024, the Maturity Date is January 14, 2025.
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
From November 21st through December 13th, 2024 in the aggregate, the holders of shares of the Company’s Series A Convertible Preferred Stock (“Series A”) converted 137,656 shares of Series A into 39,218 shares of Common Stock (the “Series A Conversion Shares").
The issuance of the Second 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.
As previously disclosed, the Company effected a reverse stock split of the Common Stock at a rate of 1-for-100 (the “Reverse Stock Split”), effective as of 9:00 a.m. Eastern Time on November 11, 2024.
As previously disclosed, the Reverse Stock Split decreased the number of shares of Common Stock issued and outstanding but such reduction was subject to adjustment for the rounding up of fractional shares.
On November 21st, due to the rounding up of fractional shares, a total of 217,396 shares of Common Stock were issued to certain shareholders who owed shares of Common Stock on November 11th, 2024.
Following the issuance of the Note Conversion Shares, the Series A Conversion Shares, the round-up shares, and unrelated issuances, as of December 17, 2024, the Company had 1,377,873 shares of Common Stock outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Description |
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3.1 |
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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: |
December 19, 2024 |
By: |
/s/ Michael J. Madigan |
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Chief Financial Officer |
Exhibit 3.1
December 13, 2024
Re: Note Purchase Agreement
WHEREAS, this letter agreement (the “Letter Agreement”) is entered into in connection with that certain Note Purchase Agreement, dated as of February 1, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”; capitalized terms used herein that are undefined shall have the meaning given thereto in the Note Purchase Agreement), by and among Interactive Strength Inc., a Delaware corporation (“TRNR”), CLMBR Holdings LLC, a Delaware limited liability company (“CLMBR” and collectively with TRNR, the “Borrower”), Treadway Holdings LLC (the “Purchaser”), and Woodway USA, Inc., a Wisconsin corporation (the “Guarantor”);
WHEREAS, capitalized term used herein shall have the meanings ascribed to them in the Note Purchase Agreement;
WHEREAS, the Note Purchase Agreement was previously amended by a letter agreement dated as of November 11, 2024 in connection with the issuance of an amended and restated senior secured convertible promissory note;
WHEREAS, the Borrower and the Purchaser desire to further amend the Note Purchase Agreement to allow for extensions to the Maturity Date on the terms and conditions set forth herein; and
WHEREAS, the Guarantor desires to reaffirm that the Guaranty Agreement will remain in full force and effect following such extensions.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, each of the Borrower, the Purchaser and the Guarantor agree as follows.
“(a) Maturity Date. The Borrower shall redeem the Notes on December 15, 2024 (the “Maturity Date”), by payment in Cash in full of the entire outstanding principal balance thereof (including all unpaid interest that has been added to the outstanding principal amount of such Note pursuant to Section 3.1(b)), together with any unpaid interest accrued thereon to such date; provided that, the Borrower shall have the option, upon written notice to the Purchaser and payment of the Extension Fee (as defined below), which notice and
payment must be made at least five (5) days prior to the Maturity Date, to extend the Maturity Date for an additional thirty (30) day period (each an “Extension”). The Borrower shall be entitled to up to three (3) Extensions provided it timely provides written notice thereof and pays the applicable Extension Fee, plus all accrued but unpaid interest on the Notes. Each “Extension Fee” shall be an amount in Cash, calculated as of the Maturity Date prior to giving effect to such Extension, equal to five percent (5%) of the sum of (A) the outstanding principal balance of the Notes plus (B) the principal amount of converted Notes for which Purchaser is still holding the resulting Conversion Shares. For each Extension period, if the principal amount of the Notes converted by the Purchaser during such Extension period is less than the purchase price received by the Purchaser upon the sale of the resulting Conversion Shares (such difference, the “Conversion Profit”), then the Extension Fee for the following Extension shall be reduced by an amount equal to such Conversion Profit (but not less than zero).”
[signature page follows]
Exhibit 3.1
Please indicate confirmation of the terms provided in this Letter Agreement by executing in the space provided below.
Very truly yours,
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
WOODWAY USA, INC.
By: _/s/ Douglas Bayerlein _________
Name: Douglas Bayerlein
Title: President
ACCEPTED AND AGREED:
TREADWAY HOLDINGS LLC
By:__/s/ Ron Freidman_________
Name: Ron Freidman
Title: Authorized Signatory