Business Context and Reporting Period
Company: Interactive Strength, Inc. (TRNR)
Filing Type: Form 8-K (Current Report)
Date of Report: December 17, 2025
Event: Exercise of Class A Incremental Warrants by an accredited investor to purchase a senior secured convertible note and associated common stock warrants.
Key Financial Metrics and Transaction Details
- Principal Amount Raised: $260,000 (via issuance of a Class A Incremental Note).
- Warrants Issued: 79,755 Class A Incremental Common Warrants.
- Note Maturity: December 17, 2026.
- Note Conversion Price: $1.793 per share (subject to adjustments).
- Warrant Exercise Price: $2.755 per share.
- Warrant Expiration: December 17, 2032.
- Outstanding Common Stock: 2,777,714 shares as of December 17, 2025.
Material Changes and Historical Context
This filing represents the seventh exercise of Class A Incremental Warrants under a Securities Purchase Agreement dated January 28, 2025. Since March 11, 2025, the investor has exercised warrants on six prior occasions, resulting in a total principal amount of $10,675,000 in notes issued prior to this event. The current transaction adds $260,000 to the outstanding principal under this facility.
Terms, Risks, and Contingencies
- Conversion Mechanics: The note is convertible into common stock at 110% of the principal plus accrued interest and other amounts, divided by the conversion price. An "Alternate Conversion" option exists based on the lower of the applicable conversion price or a percentage of the lowest VWAP (118% normally, 85% if in default), subject to a floor price of $0.326.
- Beneficial Ownership Limit: Conversions and exercises are restricted if the investor would beneficially own more than 4.99% (or 9.99% at the investor's option) of outstanding shares.
- Regulatory Status: Securities were sold pursuant to exemptions under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D; they are unregistered.
- Stockholder Approval: Approval was obtained on March 11, 2025, to issue up to 10,242,324 shares via note conversions and 684,647 shares via warrant exercises (post-reverse split).
Investor Verification Checklist
- Verify the total aggregate principal amount of all Class A Incremental Notes outstanding following this $260,000 issuance.
- Confirm the current market price of TRNR relative to the $1.793 conversion price and $2.755 warrant exercise price to assess immediate dilution risk.
- Review the company's liquidity position to ensure it can service the debt or manage potential conversions given the 110% conversion premium.
- Check for any events of default that would trigger the 85% VWAP conversion rate, significantly increasing dilution.
- Validate the remaining capacity under the March 11, 2025 stockholder approval for future share issuances.