Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Limited Waiver and Exchange Agreement

As previously disclosed, on December 7, 2023, Interactive Strength Inc. (the "Company") entered into that certain securities purchase agreement with an accredited investor (the "December Lender"), pursuant to which the Company sold, and the December Lender purchased, (a) a senior unsecured convertible note issued by the Company (the "Note") in the aggregate principal amount of $2,160,000, which is convertible into shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), and (b) a warrant (the "Warrant") to purchase up to an aggregate of 23,112 shares of Common Stock (as adjusted for the 1-for-40 reverse stock split that the Company effected on June 14th).

On June 28, 2024, the Company and the December Lender entered into that certain Limited Waiver and Exchange Agreement (the "Waiver and Exchange Agreement"). Pursuant to the Waiver and Exchange Agreement, the December Lender agreed to irrevocably waive certain provisions of the Note related to conversion of the Note into shares of Common Stock and adjustments of the Note's conversion price upon the occurrence of certain events.

In addition, pursuant to the Waiver and Exchange Agreement, the December Lender agreed that, notwithstanding the terms of Section 8(c) of the Note, the Company will make the required cash payment to the December Lender no later than five (5) trading days after the December Lender requests the optional redemption of the Note following the December Lender's receipt of a Subsequent Placement Redemption Notice (as defined in the Note) from the Company. Following the repayment, no amount under the Note will be outstanding. The Company also agreed to exchange two hundred eighty eight thousand nine hundred (288,900) shares of Common Stock issuable pursuant to the Warrant for three hundred seventy five thousand (375,000) shares of the Company's Series A Convertible Preferred Stock (the "Preferred Stock Issuance"). Following the Preferred Stock Issuance, no Warrants will be outstanding.

The foregoing description of the Waiver and Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Waiver and Exchange Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference.