Interactive Strength Inc. Reports Material Agreement and Equity Sales

TL;DR

Interactive Strength Inc. signed a big deal, took on debt, and sold stock on Dec 17th.

AI Summary

Interactive Strength, Inc. announced on December 17, 2025, that it entered into a material definitive agreement. The company also reported the creation of a direct financial obligation and unregistered sales of equity securities. The filing details events related to these significant financial and corporate actions.

Why It Matters

This filing indicates significant financial activities for Interactive Strength, Inc., including new obligations and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which carry inherent risks and require careful investor scrutiny.

Key Players & Entities

• Interactive Strength, Inc. (company) — Registrant
• December 17, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 1005 Congress Avenue, Suite 925, Austin, Texas 78701 (address) — Principal Executive Offices

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
• $10,675,000 — l Notes for a total principal amount of $10,675,000 and, as a result, was issued Class A In
• $260,000 — remental Note for a principal amount of $260,000 (the "Class A Incremental Note") and, a
• $1.793 — y, divided by (y) a conversion price of $1.793 per share, subject to adjustment as pro
• $0.326 — ersion notice, and (B) a floor price of $0.326. Description of the Class A Increment
• $2.755 — or shares of Common Stock at a price of $2.755 per share (the "Class A Incremental Com

Filing Documents

• trnr-20251217.htm (8-K) — 59KB
• 0001193125-25-323793.txt ( ) — 165KB
• trnr-20251217.xsd (EX-101.SCH) — 24KB
• trnr-20251217_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 six different dates from March 11, 2025 through December 4, 2025, the Investor elected to exercise Class A Incremental Warrants to purchase Class A Incremental Notes for a total principal amount of $10,675,000 and, as a result, was issued Class A Incremental Common Warrants to purchase an aggregate of 957,681 shares of Common Stock (in the case of the March 11 th exercise, giving effect to the Reverse Split). On December 17, 2025, the Investor elected to exercise Class A Incremental Warrants (the "Warrant Exercise") to purchase a Class A Incremental Note for a principal amount of $260,000 (the "Class A Incremental Note") and, as a result, was issued Class A Incremental Common Warrants to purchase an aggregate of 79,755 shares of Common Stock. Description of the Class A Incremental Note The maturity date of the Class A Incremental Note issued pursuant to the Warrant Exercise is December 17, 2026 (

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.

01 Other Events

Item 8.01 Other Events. Following the issuance of unregistered shares issued pursuant to previously disclosed transaction documents, as of December 17, 2025, the Company had 2,777,714 shares of Common Stock outstanding.

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 18, 2025 By: /s/ Caleb Morgret Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

View Full Filing

View this 8-K filing on SEC EDGAR