Business Context and Reporting Period
Company: Interactive Strength, Inc. (Nasdaq: TRNR)
Filing Type: Form 8-K (Current Report)
Reporting Period: August 3, 2026 through August 7, 2026
Event: Unregistered sales of equity securities via Exchange Agreements.
Key Financial Metrics and Transaction Details
This filing details the exchange of convertible preferred stock and promissory notes for common stock. No revenue, profit, or cash flow data is provided in this specific report.
- Total Common Stock Issued: 798,719 shares.
- Post-Issuance Outstanding Shares: 1,380,396 shares (as of August 7, 2026).
- Exchange Price Range: $3.02 to $3.55 per share (all at or above Nasdaq Minimum Price).
- Debt Reduction: $142,000 of promissory note principal exchanged for equity; remaining note balance is $1,956,085.
Material Changes Versus Prior Period
The filing reports a significant change in capital structure through the conversion of debt and preferred equity into common stock:
- Preferred Stock Conversions:
- Series D2: 560,000 shares exchanged (holders: Thomas Aulet, Alessandra Gotbaum).
- Series A: 255,200 shares exchanged (various holders including THLWY LLC).
- Series C: 144,000 shares exchanged (Vertical Investors, LLC).
- Series E: 88,750 shares exchanged (Piper Nominee IV Limited).
- Debt-to-Equity Swap: Woodway (USA) Inc. converted $142,000 of debt principal into 40,000 shares of common stock.
Guidance, Outlook, and Risks
Management Commentary: The company executed these exchanges to satisfy obligations to existing holders without raising new cash. The transactions were structured to comply with Nasdaq listing rules regarding minimum price.
Regulatory Status: The issuance relied on the Section 3(a)(9) exemption of the Securities Act of 1933. The shares are restricted securities bearing restrictive legends.
Risks/Contingencies: The filing notes that the descriptions of the Exchange Agreements are qualified by reference to the full text of the agreements filed as Exhibit 10.1.
Investor Verification Checklist
- Verify the total number of outstanding shares (1,380,396) against the company's latest 10-Q or 10-K to confirm dilution impact.
- Review Exhibit 10.1 (Form of Exchange Agreement) for specific terms, vesting schedules, or covenants attached to the new common shares.
- Confirm the remaining $1,956,085 promissory note balance and its maturity terms in subsequent filings.
- Check Nasdaq compliance status to ensure the exchange prices ($3.02–$3.55) maintained the company's listing standards.