8-K - Interactive Strength Inc. | StockGist

AI Analysis

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Interactive Strength Inc. settled a $2,176,509 obligation under a prior loan restoration agreement by issuing 1,088,255 shares of Series C Preferred Stock to Vertical Investors, LLC on March 31, 2026.

Key Takeaways

1The company issued 1,088,255 shares of Series C Preferred Stock to Vertical Investors, LLC to settle a $2,176,509 obligation under a prior Loss Restoration Agreement.

2The settlement extinguishes all obligations under Section 2 of the Loss Restoration Agreement, releasing the company from related liabilities.

3Following the issuance, Vertical Investors, LLC owns 2,623,176 shares of Series C Preferred Stock in the company.

4The company is restricted from incurring debt or issuing securities with superior liquidation/conversion preferences to Series C Preferred Stock without Vertical's consent while Vertical holds those shares.

5The Series C Preferred Stock was issued at an original issue price of $2.00 per share as per the Certificate of Designation.

6The securities were issued in an unregistered offering to an accredited investor and may bear restrictive legends.

Current Report Details

Event Type

Material Agreement

Securities Issuance

Exhibits On

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement. Settlement Agreement As previously disclosed, on February 1, 2024, Interactive Strength Inc. (the "Company") entered

Material Agreement

$8.0M$3.0M$3.0M$8.7M

Source Document

3.02

Unregistered Sales of Equity Securities. Information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Securities Issuance

9.01

Financial Statements and Exhibits. (d) Exhibits | Exhibit Number | | Description | |---|---|---| | | | | | 10.1 | | Settlement Agreement, dated as of March 31,

Exhibits Only

Transaction Details

Material Agreement

Agreement: Settlement Agreement
Parties: Interactive Strength Inc., Vertical Investors, LLC

•Issuance of 1,088,255 Series C Preferred Shares to settle $2,176,509 obligation under Loss Restoration Agreement
•Vertical to repay amounts drawn on Stephens Letter of Credit and cancel remaining availability
•Company restricted from incurring debt or issuing superior securities without Vertical's consent while Vertical holds Series C Preferred Shares

Exhibits (2)

10.1

EX-10.1

8-K