Interactive Strength Inc. announced that as previously disclosed, on February 1, 2024, Interactive Strength Inc. entered into a Credit Agreement (Credit Agreement) with Vertical Investors, LLC (Lender), pursuant to which the Company received a term loan from the Lender in the original principal amount of $7,968,977.74 (the ?Loan?). As previously disclosed, on March 29, 2024, the Company issued to the Lender 1,500,000 shares of the Company?s Series A Preferred Stock, par value $0.0001 per share upon the conversion of $3.0 million of the Loan. On April 24, 2024 (the ?Effective Date?), the Company entered into a Loan Modification Agreement with the Lender (the ?Modification Agreement?).

Pursuant to the Modification Agreement, the Company agreed to make monthly payments of interest in the amount of $60,000 to the Lender. In addition, the Company agreed to make mandatory principal payments simultaneously with the closing of all future capital raises by the Company or any affiliate of the Company. The first principal payment will be the greater of (i) $3,000,000 (the ?Minimum Payment?) or (ii) 20% of the net amount raised from any source of debt, equity, synthetic equity instruments or otherwise less any reasonable expenses paid to third parties (the ?Net Capital Raise?).

At each capital raise thereafter, the Company shall make a mandatory principal payment to the Lender of 20% of the Net Capital Raise. As of the Effective Date, the outstanding principal amount of the Loan was $4,957,863.06. On April 24, 2024, the Company entered into a Loan Restoration Agreement with the Lender (the ?Restoration Agreement?).

Pursuant to the Restoration Agreement, in the event the aggregate amount of funds received by the Lender (net of all commissions, transfer fees or other transaction fees of any kind and taxes paid or payable as a result thereof) arising out of the disposition of the Preferred Stock, shares of the Company?s Common Stock issuable upon conversion of the Preferred Stock, if converted by the Lender, or any other securities of the Company issued to the Lender as a result of its holding the Preferred Stock (the aggregate amount of funds, the ?Net Trade Value?) received by the Lender on or before December 31, 2024 is less than $3,000,000, within ten (10) business days of written demand therefor, the Company shall pay the Lender the amount that is equal to $3,000,000 less the Net Trade Value. In the event the Net Trade Value is greater than $3,100,000, any amount in excess of $3,100,000 being the ?Excess Amount?, the Excess Amount shall be applied by the Lender as follows: 50% of the Excess Amount shall be distributed to the Lender as additional gain on the sale of the Preferred Stock; The remaining 50% of the Excess Amount shall be applied by Lender as a partial payment by the Company of the Origination Fee, which equaled $1,550,000 and the Enhancement Fee, which equaled $750,000; After the application of the funds as above and provided that the Minimum Payment in the Modification Agreement has not yet been received, such Minimum Payment shall be reduced by a percentage of the ?Base Trade Value?, which is the Net Trade Value less the Excess Amount, in accordance with the formulas and schedule as in the Restoration Agreement. By way of example, if the Lender realizes a Base Trade Value of $2,400,000 prior to receipt of the Minimum Payment, then a Discount Percentage of 40% would apply, resulting in a reduction of the Minimum Payment to $1,800,000.