M&A - Interactive Strength, Inc.

Form Type: 8-K

Filing Date: 2025-04-11

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025053378

Filing Summary: On April 8, 2025, Interactive Strength Inc. entered into a Purchase Agreement to acquire the entire issued share capital and loan notes of Wattbike (Holdings) Limited. The transaction involves paying £1.00 for the shares at closing, along with additional consideration to Noteholders structured as Series E Preferred Stock, which can convert into common stock upon mandatory conversion on June 15, 2026. Further, if Wattbike's revenues exceed certain thresholds in FY26 and FY27, additional common stock payments might be due. The transaction is subject to receiving consent from the Financial Conduct Authority in the UK or a confirmation regarding Wattbike’s consumer credit activities before specified deadlines. The expected closing date is as early as the second quarter of 2025, contingent on customary conditions, including stockholder approval. The board has approved this transaction, which has been publicly announced via a press release.

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Form Type: DRS

Filing Date: 2025-04-07

Corporate Action: Acquisition

Type: New

Accession Number: 000095012325003349

Filing Summary: On April 7, 2025, Interactive Strength Inc. submitted a confidential draft registration statement, indicating an acquisition strategy involving Sportstech Brands Holding GmbH. The document detailed a Loan Agreement dated January 29, 2025, where Interactive Strength provided a $2,250,000 loan to Sportstech and outlined a planned acquisition to secure a 99.8% stake in Sportstech through a $15,000,000 capital increase. The acquisition is expected to be financed primarily through Series D Non-voting Convertible Preferred Stock issued to Sportstech at closing. This acquisition is part of a broader goal to integrate fitness technology and content, enhancing Interactive Strength's offerings in the emerging growth market of connected fitness equipment. The registration of up to 6,846,970 shares of common stock related to this transaction highlights the anticipated changes in capital structure following the acquisition.

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Form Type: 8-K

Filing Date: 2025-02-14

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025020451

Filing Summary: On February 10, 2025, Interactive Strength Inc. executed a Binding Transaction Agreement to acquire Sportstech Brands Holding GmbH. The transaction involves an initial investment which grants Interactive Strength approximately a 99.8% stake in Sportstech through a $15,000,000 capital increase via a contribution of the Company's Series D Non-voting Convertible Preferred Stock. This will be issued upon closing of the deal. The conversion price for this investment will be set on June 15, 2026, based on a volume-weighted average price (VWAP). Additionally, the agreement includes options for subsequent investments, contingent on performance metrics, allowing for up to $40,000,000 in future capital increases over three optional tranches. These investments are structured around specific EBITDA targets and will also have the price determined by the VWAP at designated future dates. Ali Ahmad, the sole shareholder of Sportstech, will join the Board of Directors of Interactive Strength upon closing of the initial investment. Full terms are specified in the agreement filed as Exhibit 10.1 with this Form 8-K.

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Form Type: 8-K

Filing Date: 2025-02-04

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025013696

Filing Summary: On January 29, 2025, Interactive Strength Inc. entered into a Loan Agreement with Sportstech Brands Holding GmbH, providing a loan facility of $2,250,000 with an effective interest rate of 10% per annum. The loan, which terminates on April 30, 2025, allows for advancements in tranches of no less than $250,000. The Borrower can extend the term of the loan by eight months if requested. The agreement includes a Share Pledge Agreement that secures the loan with the share interest of Sportstech's sole shareholder. Additionally, a non-binding letter of intent for Interactive Strength Inc. to acquire Sportstech was signed on December 12, 2024. The loan proceeds are designated for growth capital and not for acquisition consideration. Comprehensive details can be found in the associated Loan Agreement and Share Pledge Agreement.

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