{"schema_version":"secwatch.filing_event.v1","accession":"0000950170-24-012305","form_type":"8-K","ticker":"TRNR","cik":"0001785056","company_name":"Interactive Strength, Inc.","filed_at":"2024-02-07T23:59:59+00:00","discovered_at":"2026-05-14T18:03:25.523279+00:00","generated_at":"2026-06-06T07:09:48.587016+00:00","sec_items":["1.01","2.01","3.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Interactive Strength completes CLMBR acquisition; projects $15-20M 2024 revenue, possible Q4 cashflow positive","bullets":["Acquisition closed Feb 2; enterprise value $15.4M; issued 1.4M common shares, 1.5M Series B preferred, assumed $1.5M sub debt and $8.0M senior debt.","Combined 2024 revenue projected at $15-20M, primarily B2B; potential cashflow positive and adjusted EBITDA profitable by Q4 2024.","Funded via $6M convertible note (2% monthly interest, $2 conversion price), 750k shares and 3M warrants at $1.25/$1.75 per share to Treadway Holdings.","Also entered $7.97M term loan from Vertical Investors LLC due June 2024 with scheduled principal payments starting February 2024.","Waiver from prior lenders granted; company issued 250k shares as consideration and will deliver two products by March 15, 2024."],"urls":{"canonical":"https://secwatch.observer/filing/0000950170-24-012305","json":"https://secwatch.observer/filing/0000950170-24-012305.json","markdown":"https://secwatch.observer/filing/0000950170-24-012305.md","text":"https://secwatch.observer/filing/0000950170-24-012305.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1785056/000095017024012305/0000950170-24-012305-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1785056/000095017024012305/trnr-20240201.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-06T07:09:48.587016+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"230e1eb2111e3c7c1c3291e966d27b00a3318547","claim":"Interactive Strength, Inc. completed an acquisition involving CLMBR, Inc and CLMBR1, LLC for 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 mill (closed 2024-02-02).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1785056/000095017024012305/0000950170-24-012305-index.htm","confidence":0.95,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"CLMBR, Inc and CLMBR1, LLC"},{"label":"Consideration","value":"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 mill"},{"label":"Closing","value":"2024-02-02"}],"fact_type":"ma_transaction"},{"claim_id":"61f6ee2b6665b5b84c71f18578505ec938a7f092","claim":"Interactive Strength, Inc. entered into Note Purchase Agreement with Treadway Holdings LLC valued at $6,000,000 (effective 2024-02-01).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1785056/000095017024012305/0000950170-24-012305-index.htm","confidence":0.99,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"Treadway Holdings LLC"},{"label":"Value","value":"$6,000,000"},{"label":"Effective","value":"2024-02-01"}],"fact_type":"material_agreement"},{"claim_id":"a8df35fd246c67887384f1463a456b2b7686c0c9","claim":"Interactive Strength, Inc. entered into Credit Agreement with Vertical Investors LLC valued at $7,968,978 (effective 2024-02-01).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1785056/000095017024012305/0000950170-24-012305-index.htm","confidence":0.99,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"Vertical Investors LLC"},{"label":"Value","value":"$7,968,978"},{"label":"Effective","value":"2024-02-01"}],"fact_type":"material_agreement"},{"claim_id":"f881d5bd38745047c0b9cad5a56146abdcfc2e58","claim":"Interactive Strength, Inc. entered into Securities Purchase Agreement with Treadway Holdings LLC (effective 2024-02-01).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1785056/000095017024012305/0000950170-24-012305-index.htm","confidence":0.99,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Treadway Holdings LLC"},{"label":"Effective","value":"2024-02-01"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}