Interactive Strength, Inc. (TRNR): M&A transaction — Interactive Strength completes CLMBR acquisition; projects $15-20M 2024 revenue, possible Q4 cashflow positive

On February 2, 2024, pursuant to the Asset Purchase Agreement, the Company completed the Acquisition for a total purchase price enterprise value of approximately $15.4 million, consisting of the issuance at closing of shares of Common Stock with a value of $1.45 million, 1,428,922 shares and shares of non-voting Series B preferred stock with a value of $3.0 million, 1,500,000 shares to the equity holders of the Sellers (each of whom is an “accredited investor” as defined in Rule 501 under the Securities Act), the assumption by the Company of $1.5 million of subordinated debt, and the retirement of $9.4 million of senior debt.

On February 1, 2024 (the “Effective Date”), Interactive Strength Inc., a Delaware corporation (the “Company”), entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with CLMBR Holdings LLC, a Delaware limited liability company ("CLMBR"), and Treadway Holdings LLC, a Delaware limited liability company (the “Purchaser”) pursuant to which the (a) Company sold, and the Purchaser purchased, a Senior Secured Convertible Promissory Note (the “Note”) in the aggregate principal amount of $6,000,000

On the Effective Date, the Company, entered into a Credit Agreement (the “Credit Agreement”) with Vertical Investors LLC, a Mississippi limited liability company (the “Lender”) pursuant to which the Company agreed to borrow from the Lender a term loan in the aggregate principal amount of $7,968,978 (the “Loan”).

On February 1, 2024, the Company and the Purchaser entered into that certain Securities Purchase Agreement (the "Purchase Agreement"), pursuant to which the Company shall issue to the Purchaser (i) 750,000 shares of the Common Stock, and (ii) warrants to purchase up to an aggregate of 3,000,000 shares of the Common Stock.