Interactive Strength closes Ergatta acquisition; $3.5M cash plus Series D preferred stock

This filing

share of preferred stock of Ergatta (other than excluded and dissenting shares) held by Ergatta’s stockholders was cancelled, in exchange for: (i) cash consideration of $3,500,000 paid to Ergatta's stockholders, consisting of: (a) $1,750,000 paid on the Closing Date (subject to adjustments pursuant to the terms of the Merger Agreement); and (b) $1,750,000

Comparable filing

the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01. As consideration for the Merger, the Company (a) issued an aggregate of 12,592,960 shares of the Company’s common shares, no par value (“Merger Shares”), to the holders of SHI’s senior preferred stock and (b) paid an aggregate of $10,000.00 in cash to the

This filing

share of preferred stock of Ergatta (other than excluded and dissenting shares) held by Ergatta’s stockholders was cancelled, in exchange for: (i) cash consideration of $3,500,000 paid to Ergatta's stockholders, consisting of: (a) $1,750,000 paid on the Closing Date (subject to adjustments pursuant to the terms of the Merger Agreement); and (b) $1,750,000

Comparable filing

greement and Plan of Merger (the “Merger Agreement”) with Lunai Bioworks, Inc., a Delaware corporation (“Lunai”), Lunai Bioworks IP, Inc., a Delaware corporation and a wholly owned subsidiary of Lunai (“Merger Sub”), Neurobridge IP Holdings

This filing

share of preferred stock of Ergatta (other than excluded and dissenting shares) held by Ergatta’s stockholders was cancelled, in exchange for: (i) cash consideration of $3,500,000 paid to Ergatta's stockholders, consisting of: (a) $1,750,000 paid on the Closing Date (subject to adjustments pursuant to the terms of the Merger Agreement); and (b) $1,750,000

Comparable filing

in its capacity as representative of the Sellers. After giving effect to the transactions contemplated by the Purchase Agreement, the aggregate consideration consisted of (i) 220,007 shares (the “Mikytuck Rollover Securities”) of Class A Common Stock, par value $0.0001 per share, of the Company (“Class A Common Stock”) issued to Mr. Mikytuck, (ii) 69,511

This filing

share of preferred stock of Ergatta (other than excluded and dissenting shares) held by Ergatta’s stockholders was cancelled, in exchange for: (i) cash consideration of $3,500,000 paid to Ergatta's stockholders, consisting of: (a) $1,750,000 paid on the Closing Date (subject to adjustments pursuant to the terms of the Merger Agreement); and (b) $1,750,000

Comparable filing

has agreed to sell and the Company has agreed to purchase the website and total code of the sports betting platform www.sportypick.com owned by Day (the “Assets”) in exchange for 5,000,000 restricted shares of common stock of the Company (the “Shares”). The foregoing information is a summary of the APA involved in the transaction described above, is not complete,

This filing

share of preferred stock of Ergatta (other than excluded and dissenting shares) held by Ergatta’s stockholders was cancelled, in exchange for: (i) cash consideration of $3,500,000 paid to Ergatta's stockholders, consisting of: (a) $1,750,000 paid on the Closing Date (subject to adjustments pursuant to the terms of the Merger Agreement); and (b) $1,750,000

Comparable filing

delivery. In consideration for the Purchased Shares, the Company agreed to the following consideration to Mandragola: (i) a cash payment of Seven Hundred Fifty Thousand Dollars ($750,000), of which Four Hundred Fifty Thousand ($450,000) was advanced by the Company; (ii) the issuance of an unsecured convertible promissory note in the principal amount of Three

This filing

share of preferred stock of Ergatta (other than excluded and dissenting shares) held by Ergatta’s stockholders was cancelled, in exchange for: (i) cash consideration of $3,500,000 paid to Ergatta's stockholders, consisting of: (a) $1,750,000 paid on the Closing Date (subject to adjustments pursuant to the terms of the Merger Agreement); and (b) $1,750,000

Comparable filing

Company”) entered into an Asset Purchase Agreement (the “Agreement”) with Dream America Marketing Services, Ltda., a Costa Rican company (the “Seller”). Pursuant to the Agreement, the Company agreed to acquire

This filing

share of preferred stock of Ergatta (other than excluded and dissenting shares) held by Ergatta’s stockholders was cancelled, in exchange for: (i) cash consideration of $3,500,000 paid to Ergatta's stockholders, consisting of: (a) $1,750,000 paid on the Closing Date (subject to adjustments pursuant to the terms of the Merger Agreement); and (b) $1,750,000

Comparable filing

active engagements with Elbit Systems Ltd (TASE/Nasdaq: ESLT) and other top Israel’s preeminent defense prime contractors. As consideration, the Company issued to Water IO: (i) 1,300,000 shares of common stock ; and (ii) a non-convertible promissory note in the amount of $1,250,000 , bearing interest at the short-term applicable federal rate, payable July 7, 2026.

This filing

share of preferred stock of Ergatta (other than excluded and dissenting shares) held by Ergatta’s stockholders was cancelled, in exchange for: (i) cash consideration of $3,500,000 paid to Ergatta's stockholders, consisting of: (a) $1,750,000 paid on the Closing Date (subject to adjustments pursuant to the terms of the Merger Agreement); and (b) $1,750,000

Comparable filing

relating to the acquisition by Teyame AI Holdings Inc., the Company’s wholly owned subsidiary, of all of the outstanding equity interests of Teyamé 360 S.L. and Datono Mediación S.L. pursuant to that certain Share Purchase Agreement, dated January 22, 2026