Filing Details
- Accession Number:
- 0000950103-23-006869
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-05-04 17:31:05
- Reporting Period:
- 2023-05-02
- Accepted Time:
- 2023-05-04 17:31:05
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
1785056 | Interactive Strength Inc. | TRNR | Electronic & Other Electrical Equipment (No Computer Equip) (3600) | 821432916 |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
1810737 | Block.one | C/O Maples Corporate Services Limited Po Box 309, Ugland House Grand Cayman E9 KY1-1104 | No | No | Yes | No | |
1955357 | Francis Brendan Blumer | C/O Maples Corporate Services Limited Po Box 309, Ugland House Grand Cayman E9 KY1-1104 | No | No | Yes | No | |
1974189 | Kokuei Yuan | C/O Maples Corporate Services Limited Po Box 309, Ugland House Grand Cayman E9 KY1-1104 | No | No | Yes | No | |
1974190 | 1 Investments Block.one | C/O Maples Corporate Services Limited Po Box 309, Ugland House Grand Cayman E9 KY1-1104 | No | No | Yes | No | |
1974191 | Andrew Bliss | C/O Maples Corporate Services Limited Po Box 309, Ugland House Grand Cayman E9 KY1-1104 | No | No | Yes | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Common Stock | Acquisiton | 2023-05-02 | 187,500 | $8.00 | 3,205,491 | No | 4 | P | Indirect | See Footnotes |
Common Stock | Acquisiton | 2023-05-02 | 24,046 | $0.00 | 3,229,537 | No | 4 | C | Indirect | See Footnotes |
Common Stock | Disposition | 2023-05-02 | 46 | $8.00 | 3,229,491 | No | 4 | J | Indirect | See Footnotes |
Common Stock | Acquisiton | 2023-05-02 | 147,288 | $0.00 | 3,376,779 | No | 4 | C | Indirect | See Footnotes |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | P | Indirect | See Footnotes |
No | 4 | C | Indirect | See Footnotes |
No | 4 | J | Indirect | See Footnotes |
No | 4 | C | Indirect | See Footnotes |
Reported Derivative Transactions
Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
---|---|---|---|---|---|---|---|
Common Stock | Warrants | Disposition | 2023-05-02 | 24,046 | $0.00 | 24,046 | $0.00 |
Common Stock | Convertible Notes | Disposition | 2023-05-02 | 0 | $0.00 | 147,288 | $0.00 |
Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
---|---|---|---|---|---|---|
0 | No | 4 | C | Indirect | ||
0 | No | 4 | C | Indirect |
Footnotes
- Reflects the purchase of shares of common stock of the Issuer ("Common Stock") by block.one Investments 1 ("Investments 1") from the Issuer upon the closing of the Issuer's Initial Public Offering ("IPO") at the IPO price of $8.00 per share.
- Reflects the exempt automatic conversion pursuant to Rule 16b-6 of warrants to purchase shares of Common Stock ("Warrants") on a net conversion basis upon the closing of the IPO into a number of shares of Common Stock determined based on the IPO price of $8.00 per share. The Warrants have an exercise price of $0.015 per share and expire at 5:00 p.m. Pacific Time on November 13, 2032 or such earlier date and time on which the Warrant ceases to be exercisable in accordance with the terms of the Warrant. The amount of Warrants reflected in this Form 4 corrects the number of Warrants held by Investments 1, which was incorrectly reported on the Form 3 filed by the Reporting Persons with the SEC on April 27, 2023 due to an inadvertent administrative error.
- Reflects the automatic withholding of shares of Common Stock by the Issuer upon the automatic net conversion of the Warrants on the closing of the IPO pursuant to the terms of the Warrants at the IPO price of $8.00 per share.
- Reflects the exempt automatic conversion pursuant to Rule 16b-6 of convertible note of the Issuer (the "Convertible Note") held by Investments 1 upon the closing of the IPO into a number of shares of Common Stock equal to (i) the aggregate principal amount, plus accrued and unpaid interest, owing under such Convertible Notice through May 2, 2023 ($1,178,308.92) and (ii) $8.00 (the IPO price per share of Common Stock). The Convertible Notes were issued to Investments 1 on November 13, 2022 and have a maturity date of November 13, 2023.
- Investments 1 is a wholly-owned subsidiary of block.one. Each of Kokuei Yuan and Andrew Bliss are directors of Investments 1. Each of Brendan Francis Blumer and Messrs. Yuan and Bliss are directors of block.one.
- Each Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.