Business Context and Reporting Period
Company: Interactive Strength, Inc. (TRNR)
Filing Type: Form 8-K (Current Report)
Date of Report: October 03, 2025
Event: Entry into a Material Definitive Agreement and Unregistered Sales of Equity Securities.
The Company reported the exercise of Class A Incremental Warrants by an accredited investor to purchase a new senior secured convertible note and associated common stock warrants.
Key Financial Metrics and Transaction Details
This filing details a specific capital transaction rather than periodic financial performance metrics (revenue, profit, cash flow). The filing text does not provide a clear value for the Company's overall revenue, profit, or liquidity position.
| Metric | Value |
|---|---|
| Principal Amount of New Note | $1,000,000 |
| Warrants Issued (Common Stock) | 142,857 shares |
| Warrant Exercise Price | $5.916 per share |
| Note Conversion Price | $3.85 per share (subject to adjustment) |
| Note Maturity Date | October 03, 2026 |
| Warrant Expiration | October 03, 2032 |
Material Changes and Historical Context
This transaction is part of a series of warrant exercises under a Securities Purchase Agreement entered into on January 28, 2025. The total aggregate principal amount available for Class A Incremental Notes under the original agreement was $13,000,000.
- Previous Exercises: The Investor previously exercised warrants for notes totaling $9,290,000 on March 11, July 25, August 26, and September 18, 2025.
- Current Exercise: The October 3, 2025 exercise adds $1,000,000 to the outstanding debt principal.
- Stock Split Adjustment: All share counts referenced in the filing reflect a 1-for-10 reverse stock split effective June 27, 2025.
Terms, Risks, and Contingencies
Conversion Terms: The Class A Incremental Note is convertible into common stock at 110% of the principal plus accrued interest and other amounts, divided by a conversion price of $3.85. An "Alternate Conversion" mechanism exists based on the lowest VWAP of the stock over a 10-day period, with a floor price of $0.6872.
Ownership Limitations: 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 common stock.
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 and may not be resold without registration or an applicable exemption.
Investor Verification Checklist
- Verify the total outstanding principal of Class A Incremental Notes following this $1,000,000 addition.
- Confirm the current trading price of TRNR relative to the $3.85 conversion price and $5.916 warrant exercise price to assess immediate dilution risk.
- Review the Company's cash position to determine if the $1,000,000 proceeds are sufficient to meet upcoming operational or debt service obligations.
- Check for any events of default that would trigger the 85% VWAP conversion rate instead of the standard terms.