Asset Transaction, Private Placement (Form 8-K)

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed, on April 8, 2025, Interactive Strength Inc. (the "Company") entered into an Agreement for the Sale and Purchase of the Entire Issued Share Capital and Loan Notes of Wattbike (Holdings) Limited ("Wattbike") (the "Purchase Agreement") with the shareholders of Wattbike identified in the Purchase Agreement (the "Shareholders") and holders of certain promissory notes (the "Notes') issued by Wattbike (the "Noteholders") to acquire the entire issued share capital and Notes of Wattbike (the "Transaction").

On July 1, 2025 (the "Closing Date"), the parties consummated the Transaction. Pursuant to the terms of the Purchase Agreement, on the Closing Date, the Company acquired all of the issued and outstanding shares of Wattbike held by the Shareholders in exchange for £1.00. In addition, the Company acquired the Notes in exchange for paying the Noteholders 1,300,000 shares of the Company's Series E Convertible Preferred Stock, par value $0.0001 per share ("Series E Preferred Stock"). The Noteholders may received additional consideration subject to the satisfaction of applicable milestones as previously disclosed in the Company's Current Report on Form 8-K filed on April 11, 2025.

Item 3.02 Unregistered Sales of Equity Securities.

As previously disclosed, on June 26, 2025, the Company filed the Certificate of Designations of Series E Convertible Preferred Stock of Interactive Strength Inc. (the "Series E Certificate") with the Secretary of State of the State of Delaware.

As previously disclosed and as set forth in Item 2.01 of this Current Report on Form 8-K, on July 1, 2025, the Company issued 1,300,000 shares of Series E Preferred Stock (the "Series E Shares") in connection with the closing of the acquisition of Wattbike. The issuance of the Series E Shares was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2).

The description of the Purchase Agreement and Series E Certificate herein does not purport to be complete and is qualified in its entirety by reference to the full texts of the Purchase Agreement and Series E Certificate, copies of which are attached as Exhibit 2.1 and 3.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.