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

TL;DR

Interactive Strength Inc. signed a big deal and sold stock on Dec 8th. Filing dropped Dec 12th.

AI Summary

Interactive Strength, Inc. entered into a material definitive agreement on December 8, 2025, which also created a direct financial obligation. The company also reported unregistered sales of equity securities. The filing was made on December 12, 2025.

Why It Matters

This 8-K filing indicates a significant new agreement and potential dilution from equity sales, which could impact the company's financial obligations and stock value.

Risk Assessment

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

Key Players & Entities

• Interactive Strength, Inc. (company) — Registrant
• December 8, 2025 (date) — Date of earliest event reported
• December 12, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common stock, $0.0001 par value per share TRNR The Nasdaq
• $50 m — which the Borrowers agreed to sell for $50 million, senior secured convertible excha
• $55,555,555 — rs in the aggregate principal amount of $55,555,555 (the "Note"), which is both (a) convert
• $18.9 million — ns until it had generated approximately $18.9 million. This amount satisfied the $22.2 millio
• $22.2 million — 18.9 million. This amount satisfied the $22.2 million principal and accrued interest of the J
• $3.0 million — ter Netting Agreement) in the amount of $3.0 million was issued to ATW to account for the re
• $4.5 million — o DWF a Remainder Note in the amount of $4.5 million (the "Remainder Note") as payment in fu
• $7,968,977.74 — der in the original principal amount of $7,968,977.74 (the "Loan"). Via various previously
• $753,119.63 — cipal amount of the Loan was reduced to $753,119.63. As of December 5, 2025, the outstand
• $802,750 — nt and accrued interest of the Loan was $802,750 (the "Loan Amount"). On December 8, 2
• $632,500 — der agreed to reduce the Loan Amount by $632,500 in exchange for the issuance of 115,000
• $5.50 — Lender at a price per Exchange Share of $5.50. The Exchange Shares will not contain a
• $170,250 — tanding principal amount of the Loan is $170,250. The foregoing description of the Exc

Filing Documents

• trnr-20251208.htm (8-K) — 74KB
• trnr-ex10_1.htm (EX-10.1) — 42KB
• trnr-ex10_2.htm (EX-10.2) — 46KB
• 0001193125-25-317646.txt ( ) — 270KB
• trnr-20251208.xsd (EX-101.SCH) — 24KB
• trnr-20251208_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Exchange of June 2025 FET Notes As previously disclosed, in June 2025, Interactive Strength Inc. (the "Company") and its wholly-owned subsidiary, Interactive Strength Treasury LLC (the "Treasury Subsidiary") (collectively, the "Borrowers"), entered into that certain securities purchase agreement (the "Purchase Agreement") with an entity affiliated with ATW Partners ("ATW") and an entity affiliated with DWF Labs ("DWF"), pursuant to which the Borrowers agreed to sell for $50 million, senior secured convertible exchangeable notes issued by the Borrowers in the aggregate principal amount of $55,555,555 (the "Note"), which is both (a) convertible into shares of the Company's common stock, par value $0.0001 per share ("Common Stock") and (b) exchangeable into the utility tokens and key medium of exchange on the Fetch.ai network ("FET"). In connection with the Purchase Agreement, the Borrowers also entered into the following agreements: (a) a master netting agreement (the "Master Netting Agreement"); (b) a security and pledge agreement (with such agreement being entered into by the Treasury Subsidiary and acknowledged by the Company) ("Security and Pledge Agreement"); and (c) a backstop agreement (the "Backstop Agreement"). As previously disclosed, in October 2025, due to a decrease in FET price, the collateral value was less than 150% of the Backstop Amount (as defined in the Backstop Agreement), and on October 10, 2025, the Company received, pursuant to the Security and Pledge Agreement, a "Top Off" notice from ATW related to the decrease in collateral value. In accordance with the terms of the Master Netting Agreement, ATW proceeded to sell the Company's tokens and then a portion of the collateral tokens until it had generated approximately $18.9 million. This amount satisfied the $22.2 million principal and accrued interest of the June convertible exchangeable notes held by ATW as of September 30, 2025. An un

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 Remainder Note was offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder or, in the event of an issuance of shares of Common Stock pursuant to the Remainder Note on a cashless basis, will be made pursuant to the exemption provided in Section 3(a)(9) under the Securities Act on the basis that these offers will constitute an exchange with existing holders of the Company's securities, and no commission or other remuneration will be paid to any party for soliciting such exchange. DWF 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. The issuance of the Exchange Shares of the Company's Common Stock in exchange for a reduction in the Loan Amount was made by the Company pursuant to the exemption from the registration requirements of the Securities Act contained in Section 3(a)(9) on the basis that these offers constituted an exchange with existing holders of the Company's securities, and no commission or other remuneration was paid to any party for soliciting such exchange. Following the issuance of the Exchange Shares and unregistered share

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1* Final Netting Agreement, dated as of December 9, 2025, by and among Interactive Strength Inc., Interactive Strength Treasury, LLC, DWF Ventures Ltd. and FET US I LLC. 10.2 Exchange Agreement, dated as of December 8, 2025, by ad between Interactive Strength Inc. and Vertical Investors, LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document). * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request.

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: December 12, 2025 By: /s/ Caleb Morgret Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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View this 8-K filing on SEC EDGAR