| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/27/2023 |
3. Issuer Name and Ticker or Trading Symbol
Interactive Strength, Inc. [ TRNR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 3,017,991(1) | I | See Footnotes(4)(5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrants(2) | (2) | (2) | Class A Common Stock | 24,026 | (2) | I | See Footnotes(4)(5) |
| Convertible Notes(3) | (3) | (3) | Class A Common Stock | (3) | (3) | I | See Footnotes(4)(5) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Reflects shares of Class A common stock of the Issuer held by block.one Investments 1 ("Investments 1"). |
| 2. Reflects warrants to purchase shares of Class A common stock of the Issuer that were issued to Investments 1 on November 13, 2022 (the "Warrants"). 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 Warrants will be automatically deemed net exercised into a number of shares of Class A common stock of the Issuer upon the consummation of the Issuer's initial public offering ("IPO") determined by using the per-share offering price to the public as set forth in the Company's final prospectus. |
| 3. Reflects a convertible note of the Issuer with an aggregate principal amount of $1,146,276 that is convertible into shares of Class A common stock of the Issuer that were issued to Investments 1 on November 13, 2022 (the "Convertible Notes"). The Convertible Notes have a maturity date of November 13, 2023. The principal amount of the Convertible Notes together with accrued interest will be automatically converted into shares of Class A common stock of the Issuer upon the completion of the IPO based on the amount outstanding, if any, under such convertible notes, as of immediately prior to the completion of the IPO, divided by IPO price per share. |
| 4. 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. |
| 5. 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. |
| By: /s/ block.one Investments 1., By: /s/ Stephen Ellis, Authorized Signatory | 04/27/2023 | |
| By: /s/ block.one., By: /s/ Andrew Bliss, Authorized Signatory | 04/27/2023 | |
| By: /s/ Brendan Francis Blumer | 04/27/2023 | |
| By: /s/ Kokuei Yuan | 04/27/2023 | |
| By: /s/ Andrew Bliss | 04/27/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||