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

TL;DR

Interactive Strength Inc. signed a big deal, took on debt, and sold stock on 9/26.

AI Summary

Interactive Strength, Inc. entered into a material definitive agreement on September 26, 2025, which also created a direct financial obligation. The company also reported unregistered sales of equity securities. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including a new material agreement and financial obligations, alongside equity sales, which could impact the company's financial structure and stock.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Interactive Strength, Inc. (company) — Registrant
• September 26, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common stock, $0.0001 par value per share TRNR The Nasdaq
• $13,000,000 — ") in the aggregate principal amount of $13,000,000 and warrants to purchase up to an aggre
• $20,000,000 — es in the aggregate principal amount of $20,000,000 and warrants to purchase up to an aggre
• $3,100,000 — note in an original principal amount of $3,100,000 (the "Woodway Note"). The Investor and
• $2,174,866.67 — ote in an aggregate principal amount of $2,174,866.67 (the "Exchange Note"). Pursuant to the
• $5 — divided by (y) the conversion price of $5.50, subject to adjustment as provided i

Filing Documents

• trnr-20250926.htm (8-K) — 61KB
• trnr-ex4_1.htm (EX-4.1) — 483KB
• trnr-ex10_1.htm (EX-10.1) — 69KB
• 0001193125-25-228627.txt ( ) — 808KB
• trnr-20250926.xsd (EX-101.SCH) — 24KB
• trnr-20250926_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Woodway Note Exchange Agreement As previously disclosed, on January 28, 2025, Interactive Strength Inc. (the "Company") entered into the Purchase Agreement with an accredited investor (the "Investor"). Pursuant to the Purchase Agreement, among other securities sold as disclosed in the Current Report on Form 8-K filed on February 3, 2025, as amended by the Current Report on Form 8-K/A filed on March 7, 2025, the Company sold and the Investor has agreed to purchase, (a) Class A incremental warrants (the "Class A Incremental Warrants") to purchase senior secured convertible notes (the "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, and (b) Class B incremental warrants (the "Class B Incremental Warrants") to purchase 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. As previously disclosed, on March 3, 2025, the Company entered into that certain Note Sale and Assignment Agreement with another accredited investor (the "Note Holder") and Woodway USA, Inc., a Wisconsin corporation ("Woodway"), pursuant to which the Note Holder purchased from Woodway a senior secured convertible promissory note in an original principal amount of $3,100,000 (the "Woodway Note"). The Investor and the Note Holder are affiliated entities. On September 26, 2025, the Company entered into that certain exchange agreement (the "Exchange Agreement") with the Investor and the Note Holder, pursuant to which the Note Holder and the Company exchanged the Woodway Note for an Incremental Note in an aggregate principal amount of $2,174,866.67 (the "Exchange Note"). Pursuant to the Exchange Agreement, the Investor agreed to cancel Class B Incremental Warrants to acquire

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 Exchange Note was 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") or, in the event of an issuance of the Exchange Note Conversion Shares on a cashless basis, pursuant to the exemption provided in Section 3(a)(9) under the Securities Act. The Note Holder 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 Exchange Note 10.1 Form of Exchange Agreement, dated as of September 26, 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: October 2, 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