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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/18/24 Interactive Strength, Inc. 8-K/A:2,9 2/01/24 11:1.8M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 8-K/A Amendment to Current Report HTML 52K
2: EX-23.1 Consent of Expert or Counsel HTML 7K
3: EX-99.1 Miscellaneous Exhibit HTML 758K
4: EX-99.2 Miscellaneous Exhibit HTML 836K
6: R1 Document And Entity Information HTML 49K
8: XML IDEA XML File -- Filing Summary XML 11K
11: XML XBRL Instance -- trnr-20240201_htm XML 16K
7: EXCEL IDEA Workbook of Financial Report Info XLSX 8K
5: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 77K
Linkbases Document -- trnr-20240201
9: JSON XBRL Instance as JSON Data -- MetaLinks 12± 19K
10: ZIP XBRL Zipped Folder -- 0000950170-24-045648-xbrl Zip 106K
| 8-K/A |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i February 01, 2024 |
i INTERACTIVE STRENGTH INC.
(Exact name of Registrant as Specified in Its Charter)
i Delaware |
i 82-1432916 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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i 1005 Congress Avenue, Suite 925 |
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i Austin, i Texas |
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i 78701 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: i 310 i 697-8655 |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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i Common stock, $0.0001 par value per share |
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i TRNR |
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i The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company i ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. i ☒
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Item 2.01 Completion of Acquisition or Disposition of Assets.
i This amendment No. 1 to Form 8-K amends our Form 8-K dated February 1, 2024, originally filed with the Securities Exchange Commission ("SEC") on February 7, 2024 (the "Original Report"). We filed the Original Report to report the Asset Purchase Agreement with CLMBR, Inc and CLMBR1, LLC (the “Sellers”) to purchase and acquire substantially all of the assets and assume certain liabilities of the Sellers.
This Current Report on Form 8-K/A is being filed by the Company to amend the Original Report solely to provide the financial statement and financial information required by Item 9.01 of Form 8-K that were not filed with the Original Report.
Except as provided herein, the disclosures contained in this Current Report on Form 8-K/A have not been updated to reflect events, results or developments that have occurred since the filing of the Original Report. This Current Report on Form 8-K/A should be read in conjunction with the Original Report, which provides a more complete description of the Merger.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The consolidated balance sheets of CLMBR, Inc. and subsidiaries as of December 31, 2023 and December 31, 2022 and the related consolidated statements of net loss, changes in stockholders’ deficit and cash flows for the years ended December 31, 2023 and December 31, 2022 and the report of the independent public account firm required by this Item 9.01(a) are filed as Exhibit 99.2 to this Current Report on Form 8-K/A.
(b) Pro Forma Financial Information.
The unaudited pro forma combined financial information required by Item 9.01(b) and the notes related thereto pursuant to Article 11 of Regulation S-X are filed as Exhibit 99.1.
(d) Exhibits
Exhibit No. |
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Description |
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23.1 |
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Consent of Weinberg & Company, P.A., independent registered public accounting firm of CLMBR, Inc. |
99.1 |
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99.2 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Interactive Strength Inc. |
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Date: |
By: |
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Michael J. Madigan |
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| This ‘8-K/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/18/24 | |||
| 2/7/24 | 424B3, 8-K | |||
| For Period end: | 2/1/24 | 424B3, 8-K | ||
| 12/31/23 | 10-K | |||
| 12/31/22 | ||||
| List all Filings | ||||