false000178505600017850562024-09-302024-09-30
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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Date of Report (Date of earliest event reported): September 30, 2024 |
INTERACTIVE STRENGTH INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-41610 |
82-1432916 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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1005 Congress Avenue, Suite 925 |
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Austin, Texas |
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78701 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 512 885-0035 |
(Former Name or Former Address, if Changed Since Last Report)
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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
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Name of each exchange on which registered
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Common stock, $0.0001 par value per share |
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TRNR |
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The Nasdaq Stock Market LLC |
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.
Exchange and Settlement Agreement
As previously disclosed, on February 1, 2024, Interactive Strength Inc. (the "Company") entered into a Credit Agreement (the “Credit Agreement”) with Vertical Investors, LLC (the “Lender”), pursuant to which the Company received a term loan from the Lender in the original principal amount of $7,968,977.74 (the “Loan”). As previously disclosed, on March 29, 2024, the Company issued to the Lender 1,500,000 shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), upon the conversion of $3.0 million of the Loan.
As previously disclosed, on April 24, 2024, the Company entered into a Loan Modification Agreement (the “Modification Agreement”) with the Lender, pursuant to which the Lender was issued 1,500,000 shares of Series A Preferred Stock in exchange for which the principal amount of the Loan was reduced by $3,000,000.
As previously disclosed, the Company entered into a number of exchange agreements with the Lender. In total, the Company and Lender agreed to reduce the Loan Amount by $600,000 in exchange for the issuance of 1,286,957 shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”).
On September 30, 2024, the Lender was issued 59,668 shares of Series A Preferred Stock as a dividend in kind on the shares of Series A Preferred Stock owned by the Lender (the 59,668 shares of Series A Preferred Stock combined with the 1,500,000 shares of Series A Preferred Stock already owned by the Lender is referred to herein as the “Series A Preferred Shares”).
As of September 30, 2024, the outstanding principal amount of the Loan was $4,309,186.17 (the “Loan Amount”).
On September 30, 2024, the Company and the Lender entered into an Exchange and Settlement Agreement (the “Exchange Agreement”). Pursuant to the Exchange Agreement, the Company and Lender agreed to exchange (a) the Series A Preferred Shares and (b) the Loan Amount (minus $2 million) for a total of 2,861,128 shares of the Company’s Series C Preferred Stock (“Series C Preferred Shares”).
Note Purchase Agreement
In connection with the Exchange Agreement, on September 30, 2024, the Company and the Lender reduced the principal amount of the Note Purchase Agreement previously entered into by the Company and the Lender to $2,000,000. The form of the Note Purchase Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 7, 2024.
Amendment to Loss Restoration Agreement
On September 30, 2024, the Company and the Lender entered into an amendment (the “Amendment”) to the previously disclosed Loss Restoration Agreement, dated as of April 24, 2024.
The Amendment revised the definition of Preferred Stock to “2,861,128 shares of Series C Preferred Stock”. Prior to the Amendment, the definition of Preferred Stock read “1,500,000 shares of Series A Preferred Stock”.
The Amendment also revised the definition of Net Trade Value to “the aggregate amount of funds received by Lender . . . arising out of the disposition of the Preferred Stock, the disposition of the shares of Common Stock issued pursuant to the exchange agreements entered into by and between the Borrower and the Lender prior to the Amendment Effective Date, the disposition of the shares of Common Stock issued pursuant to all exchange agreements entered into by and between the Borrower and the Lender after the Amendment Effective Date, the disposition of the shares of Common Stock issuable upon conversion of the Preferred Stock . . . or the disposition of any other securities of the Borrower issued to the Lender as a result of its holding the Preferred Stock. For the avoidance of doubt, that Net Trade Value shall be determined by the Lender.”
Furthermore, the Amendment revised the date on which the Net Trade Value received will be calculated from December 31, 2024 to December 31, 2025.
The foregoing descriptions of the Exchange Agreement and the Amendment do not purport to be complete and are subject to, and qualified in their entirety by, the full texts of the Exchange Agreement and Amendment, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Series C Shares is incorporated by reference into this Item 3.02.
Pursuant to the Certificate of Designations of Series A Preferred Stock, on September 30, 2024, 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 269,334 shares of Series A Preferred Stock in the aggregate (inclusive of the 59,668 shares issued to the Lender) (the “Dividend Shares”). The Company issued the Dividend Shares on September 30, 2024 and October 1, 2024.
The issuance of the Dividend Shares and the Series C Shares was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: |
October 4, 2024 |
By: |
/s/ Michael J. Madigan |
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Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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EXCHANGE AND SETTLEMENT AGREEMENT
THIS EXCHANGE AND SETTLEMENT AGREEMENT (this “Agreement”) is dated as of September 30, 2024 (the “Effective Date”), by and between Interactive Strength Inc., a Delaware corporation (the “Company”) and Vertical Investors, LLC, a Mississippi limited liability company (“Vertical” and together with the Company, the “Parties”).
WHEREAS, on April 24, 2024, the Company and Vertical entered into that certain Loan Modification Agreement (the “Loan Modification Agreement”), pursuant to which Vertical was issued 1,500,000 shares of the Company’s Series A Preferred Stock;
WHEREAS, in September 2024, Vertical was issued 59,668 shares of the Company’s Series A Preferred Stock as dividends, for a total number of shares held by Vertical of 1,559,668 the “Series A Preferred Shares”; and
WHEREAS, the Company has authorized and designated a Series C Preferred Stock (the “Series C”) pursuant to the terms of a Certificate of Designation in respect of thereof (the “Series C COD”) which provides for each share of Series C to have an original issue price of $2.00 (the “Original Issue Price”);
WHEREAS, the Company and Vertical are parties to that certain Credit Agreement, dated as of February 1, 2024, as modified by the Loan Modification Agreement (as amended heretofore, herein and hereafter, collectively, the “Credit Agreement”), pursuant to which, among other things Vertical made available to the Company a term loan in respect of which as of the date hereof has an outstanding principal balance of $4,309,186.17 plus capitalized fees and interest of $293,733.88 for a total loan balance of $4,602,920.05 (the “Loan Balance”), not taking into account any Uncalled Restorations as defined below;
WHEREAS, for purposes of this Agreement, the term “Uncalled Restorations” shall mean (i) the total value of Series A Preferred Shares which have been converted by Vertical into Common Shares LESS (ii) the total traded value of Vertical’s converted shares of the Company’s Common Stock;
WHEREAS, the Company and Vertical have agreed to exchange the Series A Preferred Shares for (i) 1,559,668 shares of Series C; plus (ii) an amount of shares of Series C equal to (x) the Loan Balance (minus two million dollars ($2,000,000)) divided by (y) the Original Issue Price (a total of 1,301,460 shares of Series C). The total of 2,861,128 shares are referred to herein as the “Series C Preferred Shares”.
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:
1.Exchange. Effective as of the Effective Date, in exchange for the Series C Preferred Shares, the Company and Vertical shall (i) terminate and redeem all of the Series A Preferred Shares, and (ii) deem any accrued but unpaid dividends owing on the Series A Preferred Shares to have been satisfied. In connection with the foregoing, the Company and Vertical shall direct the Company’s transfer agent to cancel Series A Preferred Shares and issue to Vertical the Series C Preferred Shares.
2.Representations and Warranties of the Company. The Company hereby represents and warrants to Vertical that:
(a)the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware;
(b)all corporate action on the part of the Company necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations hereunder, have been taken on or prior to
the date hereof. This Agreement has been validly authorized, executed and delivered by the Company, and constitutes the legal, valid and binding obligations of the Company, enforceable against them in accordance with their terms, except as such enforceability may be limited by general principles of equity or by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies; and
(c)the Series C Preferred Shares issued in accordance herewith have been duly authorized and validly issued and are fully paid and non-assessable.
3.Representations and Warranties of Vertical. Vertical hereby represents and warrants to the Company that:
(a)Vertical is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Mississippi;
(b)all actions on the part of Vertical necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations hereunder, have been taken on or prior to the date hereof; this Agreement is validly authorized, executed and delivered by Vertical and constitutes the legal, valid and binding obligations of Vertical, enforceable against Vertical in accordance with its terms, except as such enforcement may be limited by general principles of equity or by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies;
(c)Vertical is acquiring the Series C Preferred Shares for its own account only and not with view towards, or for sale in connection with, the public sale or distribution thereof;
(d)Vertical is an “accredited investor” as that term is defined in Rule 501 of Regulation D, as promulgated under the Securities Act;
(e)Vertical understands that until such time as the Series C Preferred Shares have been registered under the Securities Act of 1933 or may be sold pursuant to Rule 144 or Regulation S or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Series C Preferred Shares may bear a restrictive legend;
(f)Vertical and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and issuance of the Series C Preferred Shares; Vertical has had the opportunity to review the Company’s filings with the Securities and Exchange Commission; Vertical and its advisors, if any, have been afforded the opportunity to ask questions of the Company; neither such inquiries nor any other due diligence investigations conducted by Vertical or its advisors, if any, or its representatives shall modify, amend or affect Vertical’s right to rely on the Company’s representations and warranties contained herein; Vertical has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Series C Preferred Shares; Vertical is relying solely on its own accounting, legal and tax advisors, and not on any statements of the Company or any of its agents or representatives, for such accounting, legal and tax advice with respect to its acquisition of the Series C Preferred Shares and the transactions contemplated by this Agreement;
(g)Vertical understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Series C Preferred Shares or the fairness or suitability of the investment nor have such authorities passed upon or endorsed the merits of the offering of the Series C Preferred Shares; and
(h)Vertical understands and acknowledges that, upon its execution of this Agreement, any and all due and owing to it will be automatically extinguished, without further action on the part of the Company or Vertical except as otherwise set forth herein, and Vertical releases the Company from any and all obligations of the Company to Vertical under the Liability owed to it; without limiting the generality of the preceding sentence, Vertical hereby surrenders and waives all rights that it has in respect of all of its owed Liability.
4.Additional Covenants. Notwithstanding anything herein or in the Loan Modification Agreement or any other agreement between the Company and Vertical,, so long as Vertical is a holder of Series C Preferred Shares, the Company shall not (i) incur any indebtedness, or (ii) issue any preferred securities or other securities with a liquidation or conversion preference with superiority over Series C Preferred Shares, unless, in each case, Vertical’s prior written consent is first obtained.
(a)Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without giving effect to principles of conflicts of law.
(b)Entire Agreement. This Agreement contains the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements or understandings between the Parties with respect thereto.
(c)Successors. This Agreement will inure to the benefit of any successor in interest to a party or any person that after the date hereof may acquire any subsidiary or division of a party.
(d)Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which will constitute the same agreement.
[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
VERTICAL INVESTORS, LLC
By: Addicus Private Equity, LLC, its Manager
By: _____/s/ Stephen D. Miles_______________
Name: Stephen D. Miles
Title: Manager
AMENDMENT TO LOSS RESTORATION AGREEMENT
This AMENDMENT TO LOSS RESTORATION AGREEMENT (the “Amendment”) is dated and effective as of September 30, 2024 (the “Amendment Effective Date”), by and between INTERACTIVE STRENGTH, INC., a Delaware corporation (the “Borrower”) and VERTICAL INVESTORS, LLC, a Mississippi limited liability company (together with its successors assigns, the “Lender”).
RECITALS
WHEREAS, the Borrower and the Lender entered into and executed that certain Loss Restoration Agreement, dated as of April 24, 2024 (the “Loss Restoration Agreement”);
WHEREAS, in connection with the Loss Restoration Agreement, the Borrower issued to the Lender 1,500,000 shares of its Series A Preferred Stock;
WHEREAS, as of the Amendment Effective Date, an additional 59,668 shares of Series A Preferred Stock have been issued as dividends;
WHEREAS, pursuant to the terms of the Exchange Agreement, dated as of the date hereof, the Lender has agreed to exchange all of its Series A Preferred Stock for an equal number of the Borrower’s Series C Preferred Stock (the “Exchange”); and
WHEREAS, in connection with Exchange, the Borrower desires and has requested, and Lender is amenable to amending the Loss Restoration Agreement in certain respects, as set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties hereinafter expressed and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound, agree to amend the Loss Restoration Agreement, as follows:
1.Recitals. The recitations set forth in the preamble of this Amendment are true and correct and incorporated herein by this reference as operative provisions of this Amendment.
2.Capitalized Terms. All capitalized terms used in this Amendment shall have the same meaning ascribed to them in the Loss Restoration Agreement, except as otherwise specifically set forth herein.
3.Conflicts. In the event of any conflict or ambiguity by and between the terms and provisions of this Amendment and the terms and provisions of the Loss Restoration Agreement, the terms and provisions of this Amendment shall control, but only to the extent of any such conflict or ambiguity.
4.Amendments to Loss Restoration Agreement.
(a)The definition of Preferred Stock is hereby amended and restated in its entirety to read as follows “2,861,128 shares of Series C Preferred Stock of the Borrower”.
(b)The definition of Net Trade Value is hereby amended and restated in its entirety to read as follows “means the aggregate amount of funds received by Lender (net of all commissions, transfer fees or other transaction fees of any kind and taxes paid or payable as a result thereof) arising out of the disposition of the Preferred Stock, the disposition of the shares of Common Stock issued pursuant to the exchange agreements entered into by and between the Borrower and the Lender prior to the Amendment Effective Date, the disposition of the shares of Common Stock issued pursuant to all exchange agreements entered into by and between the Borrower and the Lender after the Amendment Effective Date, the disposition of the shares of Common Stock issuable upon conversion of the Preferred Stock, if such Preferred Stock is converted to Common Stock by Lender, or the disposition of any other securities of the Borrower issued to the Lender as a result of its holding the Preferred Stock. For the avoidance of doubt, the Net Trade
Value shall be determined by Lender.”
(c)Section 2 of the Loss Restoration Agreement is hereby restated in its entirety as follows:
“2. Borrower’s Obligation to Make Lender Whole. In the event the Net Trade Value received by Lender on or before December 31, 2025, is less than the total amount of Loan principal which has been exchanged for preferred stock or common stock of the Borrower plus interest which would have accrued and been due to Lender thereunder had Lender not exchanged such Loan principal for preferred stock or common stock (the “Total Loan Exchanged Amount”), within ten (10) business days of written demand therefor, Borrower shall pay to Lender via wire transfer in immediately available funds the amount that is equal to (i) Total Loan Exchanged Amount, less (ii) the Net Trade Value.”
(d)The introductory paragraph of Section 3 of the Loss Restoration Agreement is hereby restated in its entirety as follows:
“3. Application of Excess Amount. Conversely, in the event the Net Trade Value received by Lender on or before December 31, 2025, is greater than the Total Loan Exchange Amount plus 3.5% of the Total Loan Exchange Amount (being 3.5% in excess of the Total Loan Exchange Amount; such amount in excess, collectively, the “Excess Amount”), within thirty (30) days of the final determination of the Excess Amount, the Excess Amount shall be applied by Lender as follows:”
5.Additional Covenants. Notwithstanding anything herein or in the Loss Restoration Agreement or any other agreement between Borrower and Lender, so long as Lender is a holder of Preferred Stock, Borrower shall not (i) incur any indebtedness, or (ii) issue any preferred securities or other securities with a liquidation or conversion preference with superiority over Lender, unless, in each case, Lender’s prior written consent is first obtained.
6.Execution. This Amendment may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same Amendment. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf’ format file or other similar format file, such signature shall be deemed an original for all purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as if such facsimile or “.pdf’ signature page was an original thereof.
[Signatures on the following page]
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.
The Borrower:
INTERACTIVE STRENGTH INC.
By:____/s/ Trent Ward___________________
Name: Trent Ward
Title: Chief Executive Officer
The Lender:
VERTICAL INVESTORS, LLC
By: Addicus Private Equity, LLC, its Manager
By: ___/s/ Stephen D. Miles ______________
Name: Stephen D. Miles
Title: Manager
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-Name Securities Act
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