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

INTERACTIVE STRENGTH INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 3, 2024, the Board of Directors (the “Board”) of Interactive Strength Inc. (the “Company”) approved and adopted an amendment to the Company’s Bylaws, as amended and restated on May 2, 2023 (the “Bylaws”). The amendment became effective as of the date approved by the Board. The Board amended the Bylaws to provide that the holders of thirty three and one third percent (33 1/3%) of the Company’s capital stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders.

The foregoing summary is qualified in its entirety by reference to the Bylaws of the Company, as Amended and Restated by the Board of Directors on July 3, 2024, a copy of which (marked to show changes from the Company’s Bylaws, as amended and restated on May 2, 2023) is attached hereto as Exhibit 3.1 and is incorporated in this Item 5.03 by reference.

Item 8.01 Other Events.

As previously disclosed in a Current Report on Form 8-K, filed by the Company on February 1, 2024, the Company received a deficiency letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) because, for a period of 30 consecutive business days, the Company’s common stock (the “Common Stock”) failed to maintain a minimum bid price of $1.00 per share.

On July 8, 2024, the Company received a letter from Nasdaq stating that the Company has regained compliance with the Minimum Bid Price Requirement by maintaining a minimum closing bid price of the Common Stock of $1.00 or greater per share for the last 14 consecutive business days, from June 14, 2024 through July 5, 2024, and that this matter is now closed.

Item 8.01 Other Events.

On July 10, 2024, the Company issued a press release announcing the receipt of the letter from Nasdaq stating that the Company has regained compliance with the Minimum Bid Price Requirement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 8.01 by reference.

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.