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 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on February 1, 2024, Interactive Strength Inc. (the “Company”) entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with CLMBR Holdings LLC ("CLMBR" and collectively with the Company, the “Borrower”), and Treadway Holdings LLC (“Treadway”) pursuant to which the Company sold, and Treadway purchased, a Senior Secured Convertible Promissory Note (the “Original Note”) in the aggregate principal amount of $6,000,000, which is convertible into shares of the Company’s common stock (“Common Stock”).

As previously disclosed, on November 11, 2024, the Company, CLMBR and Treadway entered into an Amended and Restated Senior Secured Convertible Promissory Note (the “Amended and Restated Note”) that amended and restated the Original Note in its entirety. The Amended and Restated Note had a principal amount of $4,000,000.

As previously disclosed, on December 13, 2024, the Company, CLMBR and Treadway entered into a letter agreement that amends the Note Purchase Agreement.

On January 14, 2025, Treadway sold the Amended and Restated Note to Woodway USA, Inc. (“Woodway”). Woodway is currently the largest customer of the Company, pursuant to the previously disclosed Exclusive Distribution Agreement, by and between the Company and Woodway, dated as of February 20, 2024.

On January 14, 2025, the Company, CLMBR and Woodway entered into a Letter Agreement (the “Letter Agreement”) that amends the Note Purchase Agreement.

As of March 3, 2025, the Amended and Restated Note has a principal amount of $3,100,000.

On March 3, 2025, the Company, CLMBR and Woodway entered into a Letter Agreement (the “Letter Agreement”) that amends Section 3(a) of the Amended and Restated Note to lower its conversion price to the Nasdaq Official Closing Price on February 28, 2025. The shares of Common Stock to be issued pursuant to conversions of the Amended and Restated Note are referred to herein as “Conversion Shares.”

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is 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 Conversion Shares is incorporated by reference into this Item 3.02.

The Conversion Shares will be issued pursuant to an exemption from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

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.