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

TL;DR

Interactive Strength Inc. just signed a big deal and sold some stock. Watch out for dilution.

AI Summary

On October 3, 2025, Interactive Strength, Inc. entered into a material definitive agreement, creating a direct financial obligation. The company also reported unregistered sales of equity securities. Specific details regarding the agreement and the equity sales, including dollar amounts and terms, are not fully disclosed in this filing.

Why It Matters

This filing indicates potential new debt or financial commitments for Interactive Strength, Inc. and the issuance of new shares, which could impact its financial structure and stock dilution.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and unregistered sales of equity, which can introduce financial obligations and potential dilution, warranting a medium risk assessment.

Key Players & Entities

• Interactive Strength, Inc. (company) — Registrant
• October 3, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-41610 (commission_file_number) — SEC File Number
• 82-1432916 (irs_ein) — IRS Employer Identification No.
• 1005 Congress Avenue, Suite 925 (address) — Principal Executive Offices
• Austin, Texas (location) — City and State of Principal Executive Offices
• 78701 (zip_code) — Zip Code of Principal Executive Offices
• 512 885-0035 (phone_number) — Registrant's Telephone Number

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 (b) warrants (the "Class A Incremen
• $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 and, as a result, was issued Class A In
• $290,000 — es for an aggregate principal amount of $290,000 and, as a result, was issued Class A In
• $2,000,000 — es for an aggregate principal amount of $2,000,000 and, as a result, was issued Class A In
• $1,000,000 — remental Note for a principal amount of $1,000,000 (the "Class A Incremental Note") and, a
• $3.85 — y, divided by (y) a conversion price of $3.85 per share, subject to adjustment as pro
• $0.6872 — ersion notice, and (B) a floor price of $0.6872. Description of the Class A Increment
• $5.916 — or shares of Common Stock at a price of $5.916 per share (the "Class A Incremental Com

Filing Documents

• trnr-20251003.htm (8-K) — 60KB
• 0001193125-25-232027.txt ( ) — 166KB
• trnr-20251003.xsd (EX-101.SCH) — 24KB
• trnr-20251003_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, among other securities sold as disclosed in the Current Report on Form 8-K filed on February 3, 2025 (the "February 3 rd 8-K"), as amended by an Current Report on Form 8-K/A filed on March 7, 2025 (the "March 7 th 8-K/A"), the Company sold and the Investor agreed to purchase, Class A incremental warrants (the "Class A Incremental Warrants") to purchase (a) senior secured convertible notes (the "Class A Incremental Notes") in the aggregate principal amount of $13,000,000 and (b) warrants (the "Class A Incremental Common Warrants") to purchase an aggregate of 269,710 (giving effect to the June 27, 2025 1 for 10 reverse stock split (the "Reverse Split")) shares of the Company's common stock, par value $0.0001 per share ("Common Stock"). 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 Incremental Notes for an aggregate principal amount of $3,000,000 and, as a result, was issued Class A Incremental Common Warrants to purchase an aggregate of 304,428 shares of Common Stock. As previously disclosed, on August 26, 2025, the Investor elected to exercise Class A Incremental Warrants to purchase Class A Incremental Notes for an aggregate principal amount of $290,000 and, as a result, was issued Class A Incremental Common Warrants to purchase an a

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 Note 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.

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 6, 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