Material Agreement Form 8 K

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 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").

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).

The foregoing description of the Amended and Restated Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Note, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Since November 11, 2024, in the aggregate, the Purchaser has converted $200,000 of the Principal Amount into 41,754 shares of Common Stock (the "Note Conversion Shares"). As of November 13, 2024, the principal amount of the Amended and Restated Note is $3,800,000.