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 (collectively, the "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 the Company's Preferred Stock in exchange for which the principal amount of the Loan was reduced by $3,000,000.

As previously disclosed, on September 4, 2024, the Company entered into an exchange agreement with the Lender, pursuant to which the Company and Lender agreed to reduce the Loan Amount by $100,000 in exchange for the issuance of 200,000 shares of the Company's Common Stock, par value $0.0001 per share (the "Common Stock").

As of September 10, 2024, the outstanding principal amount of the Loan was $4,857,863.06 (the "Loan Amount").

On September 11, 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 $115,000 in exchange for the issuance of 250,000 shares of Common Stock (the "Exchange Shares") to the Lender at a price per Exchange Share of $0.46 (which is above the Common Stock's closing price of $0.4501 per share on September 3rd- the date the original exchange agreement was signed). 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 $4,742,863.06.