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 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Amended and Restated Certificate of Incorporation
On November 8, 2024, Interactive Strength Inc., a Delaware corporation (the “Company”), filed a Certificate of Amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock, $0.0001 par value per share (“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.
The Reverse Stock Split decreased the number of shares of Common Stock issued and outstanding from 41,787,040 shares to 417,871 shares, subject to adjustment for the rounding up of fractional shares. Accordingly, each holder of Common Stock now owns fewer shares of Common Stock as a result of the Reverse Stock Split. However, the Reverse Stock Split affected all holders of Common Stock uniformly and did not affect any stockholder’s percentage ownership interest in the Company, except to the extent that the Reverse Stock Split resulted in an adjustment to a stockholder’s ownership of Common Stock due to the treatment of fractional shares in the Reverse Stock Split. Therefore, voting rights and other rights and preferences of the holders of Common Stock were not affected by the Reverse Stock Split (other than as a result of the treatment of fractional shares). Common stock issued pursuant to the Reverse Stock Split remains fully paid and nonassessable, without any change in the par value per share.
Common Stock began trading on a Reverse Stock Split-adjusted basis on The Nasdaq Capital Market on November 11, 2024. The trading symbol for Common Stock remains “TRNR.” The new CUSIP number for Common Stock following the Reverse Stock Split is 45840Y302.
Amendment to Certificate of Designation of Series A Convertible Preferred Stock
On November 8, 2024, Interactive Strength Inc., a Delaware corporation (the “Company”), filed a Certificate of Amendment (the “CoD Amendment”) to the Company’s Certificate of Designation of Series A Convertible Preferred Stock (“Series A”) with the Secretary of State of the State of Delaware to reduce the conversion price of Series A from $0.7501 to $0.0702. The Certificate of Amendment became effective with the Secretary of State of the State of Delaware upon filing.
The information set forth herein is qualified in its entirety by reference to the complete text of the Charter Amendment and CoD Amendment, a copy of which is filed as Exhibit 3.1 and 3.2 to this Current Report, respectively, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
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3.1 |
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Certificate of Amendment to the Certificate of Incorporation of Interactive Strength Inc. |
3.2 |
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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: |
November 14, 2024 |
By: |
/s/ Michael J. Madigan |
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Chief Financial Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION OF
INTERACTIVE STRENGTH INC.
Interactive Strength Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), hereby certifies that:
FIRST: The name of this Company is Interactive Strength Inc.
SECOND: The original certificate of incorporation of the corporation was filed with the Secretary of State of the State of Delaware on May 8, 2017, amended by the Certificate of Amendment to the Amended and Restated Certificate of Incorporation filed with the Secretary of the State of the State of Delaware on December 30, 2022, amended and restated pursuant to the Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on February 27, 2023, amended and restated pursuant to the Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on May 2, 2023, and most recently amended pursuant to the Certificate of Amendment filed with the Secretary of State of the State of Delaware on June 13, 2024 (as so amended, the “Existing Certificate”).
THIRD: The Board of Directors of the Company, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions amending Article IV, Section A of the Certificate of Incorporation, to read in its entirety:
“Classes of Stock. The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is One Billion and One Hundred Million (1,100,000,000), of which Nine Hundred Million (900,000,000) shares shall be Common Stock, $0.0001 par value per share (the “Common Stock”), and of which Two Hundred Million (200,000,000) shares shall be Preferred Stock, $0.0001 par value per share (the “Preferred Stock”). The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the then-outstanding shares of Common Stock, voting together as a single class, without the vote of the holders of Preferred Stock, unless a separate, additional vote of the holders of Preferred Stock, or of any series thereof, is expressly required pursuant to the Preferred Stock Designation (as defined below) established by the board of directors of the Corporation (the “Board”).
Effective at 5:00 p.m. Eastern time, on the date of the filing of this Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”), each hundred (100) shares of this Company’s Common Stock, par value $0.0001 per share, issued and outstanding shall be combined into one (1) share of Common Stock, par value $0.0001 per share, of this company. No fractional shares shall be issued and, in lieu thereof, the Corporation shall round shares up to the nearest whole number for any holder of less than one (1) share of Common Stock.”
FOURTH: This Certificate of Amendment to the Certificate of Incorporation was submitted to the stockholders of the Company and was duly adopted and approved in accordance with the provisions of Section 242 of the General Corporate Law of the State of Delaware.
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IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be signed by its Chief Executive Officer this 8th day of November, 2024.
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INTERACTIVE STRENGTH INC. |
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By: |
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/s/ Trent A. Ward |
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Trent A. Ward Chief Executive Officer |
Exhibit 3.2
AMENDMENT TO
CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE PREFFERED STOCK
OF
INTERACTIVE STRENGTH INC.
(Pursuant to Sections 242 of the General Corporation Law of the State of Delaware)
Interactive Strength Inc., a Delaware corporation (the “Corporation”), does hereby certify:
Pursuant to authority expressly granted and vested in the Board of Directors of the Corporation (the “Board”) by the provisions of the Amended and Restated Certificate of Incorporation, as amended, of the Corporation, the Board adopted the Certificate of Designation of the Series A Convertible Preferred Stock on January 6, 2024 providing for the designations, powers, preferences and relative and other special rights and the qualifications, limitations and restrictions thereof, of 5,000,000 shares (the “Original Series A Certificate of Designation”), as amended on April 19, 2024 to increase the authorized share amount to 7,000,000 shares and as amended on June 28, 2024 to increase the authorized share amount to 10,000,000 shares (as amended, the “Amended Series A Certificate of Designation”).
WHEREAS, the Board and the majority stockholders of the Series A Preferred Stock desire to amend the Amended Series A Certificate of Designation.
1. Defined Terms. Unless otherwise indicated herein, all terms which are capitalized but are not otherwise defined herein shall have the meaning ascribed to them in the Amended Series A Certificate of Designation.
2. Amendments to the Amended Series A Certificate of Designation.
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The second sentence of Article 2 of the Amended Series A Certificate of Designation is hereby amended and restated in its entirety to read as follows: |
“Accruing Dividends shall accrue from day to day, whether or not declared, and shall be cumulative; provided, however, that except as set forth in the following sentence of this Article 2 or in Section 3.1, such Accruing Dividends shall be payable only when, as, and if declared by the Board.”
(b) The second sentence of Section 5.1(a) of the Amended Series A Certificate of Designation is hereby amended and restated in its entirety to read as follows:
“The “Conversion Price” applicable to the Series A Preferred Stock shall initially be equal to $0.0702.”
(c) Section 5.3 of the Amended Series A Certificate of Designation is hereby amended and restated in its entirety to read as follows:
“Adjustment of Conversion Price. In the event the Corporation shall at any time after the Original Issuance Date issue Common Stock resulting in over $2,000,000 of gross proceeds to the Corporation whether such gross proceeds are received in (a) a single transaction at a price per share of Common Stock sold that is lower than the Conversion Price in effect immediately prior to such issuance or (b) in series of related transactions at an average price per share of Common Stock sold in such transactions that is lower than the Conversion Price in effect immediately prior to such issuance (such price per share or average price per share, as applicable, the “Reset Price”), then the Conversion Price shall be reduced, concurrently with such issuance, to the Reset Price, provided, however, that if such reduction of the Conversion Price would result in the requirement to obtain the consent of a majority of the then outstanding shares of Common Stock in connection with the conversion of the Series A Preferred Stock pursuant to Section 5.5(a), then the Conversion Price shall not be reduced without such consent.”
(d) The references to Section 5.5(c) in Sections 5.4 and 6.2 of the Amended Series A Certificate of Designation are hereby amended and restated to read “5.5(a)”.
(e) Section 5.5 of the Amended Series A Certificate of Designation is hereby amended and restated in its entirety to read as follows:
“Section 5.5 Conversion Restrictions.
(a) Stockholder Approval Restriction. Notwithstanding anything to the contrary herein, without the consent of a majority of the shares of Common Stock voting at a duly called shareholder meeting with the quorum required by the Delaware General
Exhibit 3.2
Corporation Law, the Corporation’s Certificate of Incorporation as then in effect and the Corporation’s Bylaws as then in effect, no holder of Series A Preferred Stock shall have the right to convert any shares of Series A Preferred Stock, and no shares of Series A Preferred Stock shall otherwise be converted into shares of Common Stock, if (A) (i) the total number of shares of Common Stock issuable upon such conversion, taken together with any shares of Common Stock issued on or after November 8, 2024 upon conversion of shares of Series A Preferred Stock, would exceed 19.99% of the number of shares of Common Stock outstanding on November 8, 2024 and (ii) the Conversion Price is less than $0.0702 (the Nasdaq Official Closing Price of the Common Stock (as reflected on Nasdaq.com) on November 7, 2024); or (B) such conversion would otherwise require shareholder approval under the Nasdaq listing requirements, including Nasdaq Listing Rule 5635.
(b) Beneficial Ownership Restriction. Notwithstanding anything to the contrary herein, no holder of Series A Preferred Stock shall have the right to convert any shares of Series A Preferred Stock to the extent that, after giving effect to the conversion, such holder (together with such holder’s affiliates, and any other persons acting as a group together with such holder or any of such holder’s affiliates) would beneficially own in excess of 4.99% of the total number of shares of Common Stock of the Company issued and outstanding immediately after giving effect to the conversion.
3. Ratification; Inconsistent Provisions. Except as otherwise expressly provided herein, the Amended Series A Certificate of Designation is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects. Notwithstanding the foregoing to the contrary, to the extent that there is any inconsistency between the provisions of the Amended Series A Certificate of Designation and this Amendment to Certificate of Designation of the Series A Convertible Preferred Stock (this “Amendment”), the provisions of this Amendment shall control and be binding.
4. Headings. The headings contained herein are for convenience only and will not be deemed to limit or affect any of the provisions hereof.
RESOLVED, FURTHER, that the authorized officers of the Corporation be and hereby are authorized and directed to prepare and file this Amendment in accordance with the foregoing resolution and the provisions of the laws of Delaware.
IN WITNESS WHEREOF, the undersigned has executed this Amendment this 8th day of November, 2024.
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INTERACTIVE STRENGTH INC. |
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By: |
/s/ Trent Ward |
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Name: |
Trent Ward |
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Title: |
Chief Executive Officer |