Business Context and Reporting Period
Company: Interactive Strength, Inc. (TRNR)
Filing Type: Form 8-K (Current Report)
Reporting Date: August 10, 2026 (Earliest event reported)
Event: Unregistered Sales of Equity Securities (Item 3.02)
The Company entered into Exchange Agreements with holders of Series A Convertible Preferred Stock and promissory notes to exchange these instruments for Common Stock. The transactions were executed on August 10 and August 12, 2026.
Key Financial Metrics and Transaction Details
This filing reports specific capital structure changes rather than operational financial performance (revenue, profit, or cash flow). The filing text does not provide clear values for revenue, profit, margins, or liquidity metrics.
| Date | Counterparty | Instrument Exchanged | Common Stock Issued | Exchange Price |
|---|---|---|---|---|
| Aug 10, 2026 | DWF Ventures, Ltd | $537,000 Remainder Note Principal | 150,000 shares | $3.58 |
| Aug 12, 2026 | THLWY LLC | 25,560 Series A Preferred Shares | 15,000 shares | $3.42 |
| Aug 12, 2026 | Holder 1 | 12,825 Series A Preferred Shares | 7,500 shares | $3.42 |
| Aug 12, 2026 | Holder 2 | 12,825 Series A Preferred Shares | 7,500 shares | $3.42 |
| Aug 12, 2026 | Woodway (USA) Inc. | $85,500 Promissory Note Principal | 25,000 shares | $3.42 |
Total Issuance: 205,000 shares of Common Stock.
Outstanding Shares: 1,619,702 shares as of August 12, 2026.
Remaining Debt: $4,319,548 (DWF Ventures Remainder Note) and $1,875,087 (Woodway Promissory Note).
Material Changes
- Debt Reduction: The Company reduced principal balances on specific promissory notes through equity conversion.
- Equity Dilution: Issuance of 205,000 new shares of Common Stock to existing security holders.
- Capital Structure: Conversion of Series A Preferred Stock and debt instruments into Common Stock.
Guidance, Risks, and Unusual Items
Regulatory Compliance: The issuance relied on the exemption from registration under Section 3(a)(9) of the Securities Act of 1933. The Company confirmed that no commission was paid, no underwriters were involved, and no additional cash consideration was paid by holders.
Listing Compliance: All exchange prices ($3.58 and $3.42) were at or above the Nasdaq Minimum Price as defined in Nasdaq Listing Rule 5635(d).
Restrictions: The issued Exchange Shares are restricted securities and bear restrictive legends.
Management Commentary: The filing contains no forward-looking guidance, outlook, or management commentary regarding future operations or financial performance.
Investor Verification Checklist
- Verify the total number of outstanding shares (1,619,702) against the most recent 10-Q or 10-K filings.
- Confirm the remaining principal balances of the DWF Ventures and Woodway notes to assess total debt load.
- Review the impact of the 205,000 new shares on earnings per share (EPS) and ownership dilution.
- Ensure the exchange prices ($3.42 and $3.58) align with the current market price to evaluate potential dilution to existing shareholders.
- Check for any subsequent filings regarding the status of the remaining Series A Preferred Stock.