Private Placement Form 8 K

Item 3.02 Unregistered Sales of Equity Securities.

As previously disclosed, on February 1, 2024, Interactive Strength Inc. (the "Company") entered into a Note Purchase Agreement with CLMBR Holdings LLC ("CLMBR"), and Treadway Holdings LLC (the "Purchaser") pursuant to which the Company sold, and the Purchaser 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, par value $0.0001 per share ("Common Stock").

As previously disclosed, on November 11, 2024, after the close of trading hours, the Company, CLMBR and the Purchaser entered into an Amended and Restated Senior Secured Convertible Promissory Note (the "Amended and Restated Note") that amends and restates the Original Note in its entirety. The Amended and Restated Note has a principal amount of $4,000,000 (the "Principal Amount"). Pursuant to the Amended and Restated Note, the conversion price of the Original Note was changed to $4.79 per share (the Common Stock's Nasdaq Official Closing Price (as reflected on Nasdaq.com) on November 11, 2024).

Through November 20th, 2024, in addition to the $200,000 of the Principal Amount converted as previously disclosed on November 15th, the Purchaser has converted an additional $400,000 of the Principal Amount into a total of 83,508 shares of Common Stock (the "Note Conversion Shares").

From November 15ththrough November 19th, in the aggregate, the holders of shares of the Company's Series A Convertible Preferred Stock ("Series A") converted 288,438 shares of Series A into 82,176 shares of Common Stock (the "Series A Conversion Shares" and, together with the Note Conversion Shares, the "Second November Conversion Shares").

The issuance of the Second November Conversion Shares in exchange for a reduction in the Principal Amount and the conversion of Series A shares was made by the Company pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) of such act on the basis that these offers constituted an exchange with existing holders of the Company's securities, and no commission or other remuneration was paid to any party for soliciting such exchange. Following the issuance of the Second November Conversion Shares and unrelated issuances, as of November 20, 2024, the Company had 903,627 shares of Common Stock outstanding.