false000178505600017850562025-03-112025-03-11

 

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

Date of Report (Date of earliest event reported): March 11, 2025

 

 

INTERACTIVE STRENGTH INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-41610

82-1432916

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1005 Congress Avenue, Suite 925

 

Austin, Texas

 

78701

(Address of Principal Executive Offices)

 

(Zip Code)

 

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:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common stock, $0.0001 par value per share

 

TRNR

 

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 5.07 Submission of Matters to a Vote of Security Holders.

On March 11, 2025, Interactive Strength Inc. (the "Company") held a special meeting of stockholders (the “Special Meeting”) at 10:00 a.m. Central Time, in person at 1005 Congress Avenue, Suite 925, Austin, TX 78701, to vote on the proposals identified in the Company’s definitive proxy statement filed with U.S. Securities and Exchange Commission on February 14, 2025. As of January 17, 2025, the record date of the Meeting, there were a total of 1,402,126 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) outstanding and entitled to vote at the Meeting. At the Special Meeting, 622,861 shares of Common Stock were represented in person or by proxy, constituting a quorum.

At the Special Meeting, the Company’s stockholders were asked to consider and vote upon the following proposals:

Proposal One: Approve the Issuance of Common Stock (the "Purchase Agreement")

To approve the issuance of 20% or more of the Company’s common stock issuable upon the conversion of certain notes and exercise of certain warrants issued in connection with our financing pursuant to the Purchase Agreement, in accordance with Nasdaq Listing Rule 5635(d).

The issuance of Common Stock pursuant to the Purchase Agreement was approved by the Company’s stockholders. The voting results were as follows:

Votes For

Votes Against

Votes Abstained/Withheld

Broker Non-Votes

217,380

34,791

920

369,770

Proposal Two: Approve the Authority to Effect One or More Reverse Stock Splits

To grant discretionary authority to the Company’s Board of Directors to amend the Certificate of Incorporation to effect one or more consolidations of the issued and outstanding shares of Common Stock, pursuant to which the shares of Common Stock would be combined and reclassified into one share of Common Stock at a ratio within the range from 1-for-5 up to 1-for-100 (each, a “Reverse Stock Split”), provided that, (X) the Company shall not effect Reverse Stock Splits that, in the aggregate, exceed 1-for-100, and (Y) any Reverse Stock Split is completed no later than the first anniversary of the Record Date.

The Authority to Effect One or More Reverse Stock Splits was approved by the Company’s stockholders. The voting results were as follows:

Votes For

Votes Against

Votes Abstained/Withheld

Broker Non-Votes

519,933

101,757

1,171

0

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.

 

 

 

Interactive Strength Inc.

 

 

 

 

Date:

March 11, 2025

By:

/s/ Michael J. Madigan

 

 

 

Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

 

v3.25.0.1
Document And Entity Information
Mar. 11, 2025
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Mar. 11, 2025
Entity Registrant Name INTERACTIVE STRENGTH INC.
Entity Central Index Key 0001785056
Entity Emerging Growth Company true
Entity File Number 001-41610
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 82-1432916
Entity Address, Address Line One 1005 Congress Avenue, Suite 925
Entity Address, City or Town Austin
Entity Address, State or Province TX
Entity Address, Postal Zip Code 78701
City Area Code 512
Local Phone Number 885-0035
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Ex Transition Period false
Title of 12(b) Security Common stock, $0.0001 par value per share
Trading Symbol TRNR
Security Exchange Name NASDAQ
Interactive Strength (NASDAQ:TRNR)
Historical Stock Chart
Von Mär 2025 bis Apr 2025 Click Here for more Interactive Strength Charts.
Interactive Strength (NASDAQ:TRNR)
Historical Stock Chart
Von Apr 2024 bis Apr 2025 Click Here for more Interactive Strength Charts.