Private Placement 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 Credit Agreement (the "Credit Agreement") with Vertical Investors, LLC (the "Lender"), pursuant to which the Company received a term loan from the Lender in the original principal amount of $7,968,977.74 (the "Loan"). As previously disclosed, on March 29, 2024, the Company issued to the Lender 1,500,000 shares of the Company's Series A Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock"), upon the conversion of $3.0 million of the Loan.

As previously disclosed, on April 24, 2024, the Company entered into a Loan Modification Agreement (the "Modification Agreement") with the Lender, pursuant to which the Lender was issued 1,500,000 shares of Series A Preferred Stock in exchange for which the principal amount of the Loan was reduced by $3,000,000.

As previously disclosed, on September 30, 2024, the Lender was issued 59,668 shares of Series A Preferred Stock as a dividend in kind on the shares of Series A Preferred Stock owned by the Lender (the 59,668 shares of Series A Preferred Stock combined with the 1,500,000 shares of Series A Preferred Stock already owned by the Lender is referred to herein as the "Series A Preferred Shares").

As previously disclosed, on different dates during September, October, and November 2024, the Company and the Lender entered into a number of exchange agreements and one exchange and settlement agreement, pursuant to which the Company and the Lender agreed to reduce the principal amount of the Loan by $3,456,477.74 and the Lender was issued 4,286,957 shares of the Company's Common Stock, par value $0.0001 per share (the "Common Stock") and 2,861,128 shares of the Company's Series C Preferred Stock in exchange for the Series A Preferred Shares.

As of November 13, 2024, the outstanding principal amount of the Loan was $1,512,500.00 (the "Loan Amount").

On November 13, 2024, the Company and the Lender entered into a new Exchange Agreement in substantially the same form as was filed as an exhibit to the Company's Current Report on Form 8-K filed on September 10th (the "Exchange Agreement"). Pursuant to the Exchange Agreement, the Company and Lender agreed to reduce the Loan Amount by $512,500 in exchange for the issuance of 31,538 shares of Common Stock (the "Exchange Shares") to the Lender at a price per Exchange Share of $16.25 (a price per share equal to the $0.1625 Nasdaq Official Closing Price of September 30, 2024, as adjusted for the Company's 1-for-100 reverse stock split effective November 11, 2024). The Exchange Shares will not contain a restrictive legend under the Securities Act of 1933. As a result of this transaction, the outstanding principal amount of the Loan is $1,000,000.00.