Private Placement Form 8 K

Item 3.02 Unregistered Sales of Equity Securities.

On June 28, 2024, Interactive Strength Inc. (the "Company") issued 253,205 shares of the Company's Series A Convertible Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock") to one accredited investor (the "Series A Holder") upon the conversion of certain outstanding promissory notes entered into in May 2024 in the aggregate amount of approximately $0.3 million.

The shares of Series A Preferred Stock were issued pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Each of the Series A Holders is an "accredited investor" as defined in Rule 501 under the Securities Act. Neither the Series A Preferred Stock nor any shares of common stock issuable upon conversion thereof has been registered under the Securities Act and thus such shares may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements of the Securities Act.

The Series A Preferred Stock is subject to certain rights, preferences, privileges, and obligations, including voluntary and mandatory conversion provisions, as well as beneficial ownership restrictions and share cap limitations, as set forth in the Certificate of Designation of Series A Convertible Preferred Stock (the "Series A Certificate"). The Series A Preferred Stock can be issued at any time and, subject to certain exceptions as set forth in the Series A Certificate, any subsequent mandatory or voluntary conversion into common stock shall be at a conversion price at least equal to or above the closing price per share of our common stock as reported on the Nasdaq Stock Market on the last trading day immediately preceding the date that the Series A Certificate was approved by the Company's board of directors, subject to customary adjustments for stock splits and combinations. The description of the Series A Certificate herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Series A Certificate, which was previously included as an exhibit to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2024. The Series A Certificate was amended on April 19, 2024 with such amendment having been filed as an exhibit to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 20, 2024, and was further amended on June 28, 2024, as discussed in Item 5.03 below.