Interactive Strength, Inc 8-K, filed Jun 5, 2025
Interactive Strength, Inc. (TRNR)
About this 8-K
Interactive Strength, Inc filed this 8-K on June 5, 2025, reporting on events of June 3, 2025.
Items reported
- Item 3.02: Unregistered sale of equity
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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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 3.02 Unregistered Sales of Equity Securities.
Pursuant to the Certificate of Designations of Series A Preferred Stock, on June 2, 2025, the Board of Directors of the Company declared a dividend on the shares of Series A Preferred Stock issued and outstanding as of the record date for such dividend, as a dividend in kind, in the form of 47,332 shares of Series A Preferred Stock in the aggregate (the “Series A Dividend Shares”). The Company issued the Series A Dividend Shares on June 3, 2025.
In addition, pursuant to the Certificate of Designations of Series C Preferred Stock, on June 2, 2025, the Board of Directors of the Company declared a dividend on the shares of Series C Preferred Stock issued and outstanding as of the record date for such dividend, as a dividend in kind, in the form of 21,584 shares of Series C Preferred Stock in the aggregate (the “Series C Dividend Shares”). The Company issued the Series C Dividend Shares on June 3, 2025.
The issuance of the Series A Dividend Shares and the Series C Dividend Shares was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2).
Following the issuance of the Series A Dividend Shares and the Series C Dividend Shares, there are 4,799,867 shares of Series A Preferred Stock and 1,210,155 shares of Series C Preferred Stock outstanding.
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 5, 2025 |
By: |
/s/ Michael J. Madigan |
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Chief Financial Officer |