Interactive Strength Inc. announced that it has entered into securities purchase agreement with an accredited investor to issue 8% senior unsecured convertible note at an issue price of $2,000,000 for the gross proceeds of $2,000,000 and a warrant to purchase up to an aggregate of 924,480 shares of Common Stock on December 7, 2023. The principal amount of the note is $2,160,000. The Note carries an original issue discount of 8.0% and accrues interest at a rate of 7.0% per annum.

The maturity date of the Note is December 7, 2024. The Note is convertible at any time prior to the Maturity Date into the number of shares of Common Stock equal to the sum of the portion of the principal amount to be converted or redeemed, all accrued and unpaid interest with respect to such principal amount, and all accrued and unpaid Late Charges with respect to such principal and interest amounts, if any, divided by a conversion price of $1.25 per share. In addition, the Note Investor may, at any time and at its option, convert the Note (in whole or in part) into shares of Common Stock pursuant to the formula included in the preceding sentence at an alternate conversion price equal to 92% of the lowest dollar volume-weighted average price during the ten trading days immediately preceding the date of conversion, subject to a conversion price floor, or, any time following an Event of Default, equal to 80% of the lowest VWAP during the ten trading days immediately preceding the date of conversion, in each case subject to the additional terms and conditions set forth in the Note.

The Warrant is exercisable for shares of Common Stock at a price of $1.25 per share The Warrant may be exercised during the period commencing December 7, 2023 and ending June 7, 2029. The Note, the Warrant, and the Note Conversion Securities were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the ?Securities Act?) and Rule 506 of Regulation D promulgated thereunder or, in the event of an issuance of the Warrant Shares on a cashless basis, pursuant to the exemption provided in Section 3(a)(9) under the Securities Act.