Interactive Strength Inc. announced that it has entered into a Note Purchase Agreement with CLMBR Holdings LLC and Treadway Holdings LLC to issue 2% per month a Senior Secured Convertible Promissory Note for the gross proceeds of $6,000,000 and also issued 750,000 shares and ) warrants to purchase up to an aggregate of 3,000,000 shares of the Common Stock on February 1, 2024. The Note accrues interest at a rate of 2.0% per month. The maturity date of the Note is December 15, 2024.

Interest payments are guaranteed through the Maturity date regardless of whether the Note is earlier converted or redeemed. The Note is convertible at any time prior to the Maturity Date into the number of shares of Common Stock equal to the quotient resulting by dividing the outstanding principal balance of the Note to be converted by a conversion price of $2.00 per share. The Warrants are exercisable for 1,500,000 shares of Common Stock, at a price of $1.25 per share for Warrant 1 and $1.75 per share for Warrant 2. The Warrants may be exercised during the period commencing February 1, 2024 and ending on February 1, 2034.

The Exercise Prices are subject to voluntary adjustments and adjustments upon subdivision or combinations of shares of Common Stock. The Securities were issued pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.