Amendments to Bylaws Form 8 K

Item 3.02 Unregistered Sales of Equity Securities.

On September 25, 2024, Interactive Strength Inc. (the "Company") and Vertical Investors, LLC (the "Lender") entered into two new exchange agreements in substantially the same form as the agreement that was filed as an exhibit to the Company's Current Report on Form 8-K filed on September 10th (the "September 25th Exchange Agreements"). Pursuant to the September 25thExchange Agreements, the Company and Lender agreed to reduce the principal amount owed by the Company to the Lender pursuant to a February 2024 term loan by a total of $270,000 in exchange for the issuance of a total of 586,957 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"). These 586,957 shares are referred to herein as the "Exchange Shares." The Exchange Shares were issued to the Lender at a price per Exchange Share of $0.46 (which is above the Common Stock's Nasdaq Official Closing Price (the "NOCP") of $0.4501 on September 3rd- the last complete trading day prior to the original exchange agreement being signed during trading hours on September 4th). The Exchange Shares did not contain a restrictive legend under the Securities Act of 1933.

As a result of the Company and the Lender entering into the September 25thExchange Agreements and previous exchange agreements (some of which exchange agreements were not required to be reported pursuant to Item 3.02 of Form 8-K), the outstanding principal amount of the Loan is $4,357,863.06.

The issuance of the Exchange Shares in exchange for a reduction in the amount owed pursuant to a note 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 Exchange Shares and unrelated issuances, as of September 27th, the Company had 17,172,926 shares of Common Stock outstanding.