Interactive Strength Inc. Files 8-K: Agreements & Equity Sales

TL;DR

Interactive Strength Inc. filed an 8-K detailing new debt, equity sales, and agreements.

AI Summary

Interactive Strength, Inc. announced on September 18, 2025, the entry into a material definitive agreement and the creation of a direct financial obligation. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions, including new financial obligations and equity transactions, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, which carry inherent risks related to their terms and execution.

Key Numbers

• 001-41610 — Commission File Number (Identifies the company's SEC filing history.)
• 82-1432916 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Interactive Strength, Inc. (company) — Registrant
• September 18, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• Austin, Texas (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common stock, $0.0001 par value per share TRNR The Nasdaq
• $3,250,000 — ") in the aggregate principal amount of $3,250,000, which is convertible into shares of th
• $13,000,000 — ") in the aggregate principal amount of $13,000,000 and warrants to purchase up to an aggre
• $20,000,000 — ") in the aggregate principal amount of $20,000,000 and warrants to purchase up to an aggre
• $4,000,000 — es for an aggregate principal amount of $4,000,000 and, as a result, was issued Class A In
• $3,000,000 — es for an aggregate principal amount of $3,000,000 (the "July 2025 Note") and, as a result
• $290,000 — es for an aggregate principal amount of $290,000 (the "August 2025 Note," and, together
• $5,710,000 — Class A Incremental Warrants (of which $5,710,000 in principal remained outstanding) and
• $2,000,000 — es for an aggregate principal amount of $2,000,000 and, as a result, was issued Class A In
• $3.85 — ant Exercise have a conversion price of $3.85 (110% of the Nasdaq Official Closing Pr
• $5.916 — or shares of Common Stock at a price of $5.916 per share (the "Class A Incremental Com

Filing Documents

• trnr-20250918.htm (8-K) — 70KB
• trnr-ex4_1.htm (EX-4.1) — 492KB
• trnr-ex10_1.htm (EX-10.1) — 100KB
• 0001193125-25-213543.txt ( ) — 863KB
• trnr-20250918.xsd (EX-101.SCH) — 24KB
• trnr-20250918_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on January 28, 2025, Interactive Strength Inc. (the "Company") entered into that certain securities purchase agreement (the "Purchase Agreement") with an accredited investor (the "Investor"). Pursuant to the Purchase Agreement, the Company sold and the Investor agreed to purchase, (a) a senior secured convertible note issued by the Company (the "Note") in the aggregate principal amount of $3,250,000, which is convertible into shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), (b) warrants (the "Warrants") to purchase up to an aggregate of 67,427 (giving effect to the June 27, 2025 1 for 10 reverse stock split (the "Reverse Split")) shares of Common Stock, (c) Class A incremental warrants (the "Class A Incremental Warrants") to purchase senior secured convertible notes (the "Class A Incremental Notes") in the aggregate principal amount of $13,000,000 and warrants to purchase up to an aggregate of 269,710 (after giving effect to the Reverse Split) shares of Common Stock (the "Class A Incremental Common Warrants") and (d) Class B incremental warrants (the "Class B Incremental Warrants") to purchase senior secured convertible notes (the "Class B Incremental Notes") in the aggregate principal amount of $20,000,000 and warrants to purchase up to an aggregate of 414,938 (after giving effect to the Reverse Split) shares of Common Stock (the "Class B Incremental Common Warrants"). As previously disclosed, on March 11, 2025, the Investor elected to exercise Class A Incremental Warrants to purchase Class A Incremental Notes for an aggregate principal amount of $4,000,000 and, as a result, was issued Class A Incremental Common Warrants to purchase an aggregate of 82,988 shares of Common Stock (giving effect to the Reverse Split). As previously disclosed, on July 25, 2025, the Investor elected to exercise Class A Incremental Warrants to purchase Class A Increment

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Class A Incremental Notes and the Class A Incremental Common Warrants were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506 of Regulation D promulgated thereunder or, in the event of an issuance of the Class A Incremental Note Conversion Shares or the shares of Common Stock underlying the Class A Incremental Common Warrants on a cashless basis, pursuant to the exemption provided in Section 3(a)(9) under the Securities Act. The Investor is an "accredited investor" as that term is defined in Rule 501 under the Securities Act. The securities described in this Current Report on Form 8-K have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements of the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Amended and Restated Senior Secured Convertible Note 10.1 Global Note Amendment Agreement, dated as of September 18, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Interactive Strength Inc. Date: September 23, 2025 By: /s/ Michael J. Madigan Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

View Full Filing

View this 8-K filing on SEC EDGAR