Business Context and Reporting Period
Company: Interactive Strength, Inc. (TRNR)
Filing Type: Form 8-K (Current Report)
Date of Report: August 26, 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 additional senior secured convertible notes and common stock warrants under a securities purchase agreement originally entered into on January 28, 2025.
Key Financial Metrics and Transaction Details
This filing details a specific capital transaction rather than periodic financial performance. Key metrics related to the August 26, 2025 transaction include:
- Principal Amount Raised: $290,000 via the issuance of Class A Incremental Notes.
- Warrants Issued: 31,061 Class A Incremental Common Warrants.
- Note Maturity Date: August 26, 2028.
- Note Conversion Price: $5.135 per share (subject to adjustment).
- Warrant Exercise Price: $7.89 per share.
- Warrant Expiration: August 26, 2032.
Note: The filing does not provide current period revenue, profit, cash flow, or total debt figures.
Material Changes and Historical Context
This transaction is part of a series of warrant exercises under the same agreement:
- March 11, 2025: Investor exercised warrants for $4,000,000 in notes and 82,988 warrants.
- July 25, 2025: Investor exercised warrants for $3,000,000 in notes and 304,428 warrants.
- August 26, 2025: Investor exercised warrants for $290,000 in notes and 31,061 warrants.
The filing references a 1-for-10 reverse stock split effective June 27, 2025, which adjusted the share counts for all warrant issuances.
Terms, Risks, and Contingencies
- Conversion Terms: Notes are convertible into common stock at 110% of the principal plus accrued interest, make-whole amounts, and late charges, divided by the conversion price.
- Beneficial Ownership Limit: Conversion or exercise is restricted if the Investor would beneficially own more than 4.99% (or 9.99% at their 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 cannot be resold without registration or an exemption.
- Stockholder Approval: Approval was obtained on March 11, 2025, to issue up to 10,242,324 shares via note conversion and 684,647 shares via warrant exercise.
Investor Verification Checklist
- Verify the total aggregate principal amount of Class A Incremental Notes outstanding following this transaction.
- Confirm the current number of shares of Common Stock outstanding to assess the dilution impact of the 4.99% beneficial ownership limitation.
- Review the Company's most recent 10-Q or 10-K for updated liquidity positions and total debt obligations, as this 8-K does not contain balance sheet data.
- Monitor the status of the reverse stock split adjustments in subsequent filings to ensure share counts are accurate.