Business Context and Reporting Period
Company: Interactive Strength, Inc. (TRNR)
Filing Type: Form 8-K (Current Report)
Date of Report: March 5, 2026
Reporting Period: Event-based report regarding corporate governance and capital structure changes.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The report focuses exclusively on the designation of new equity securities.
Material Changes
On March 5, 2026, the Company filed a Certificate of Designation with the State of Delaware to create three new classes of convertible preferred stock to facilitate the acquisition of Ergatta, Inc. The designated shares are as follows:
- Series D1 Convertible Preferred Stock: 4,750,000 shares authorized.
- Series D2 Convertible Preferred Stock: 1,000,000 shares authorized.
- Series D3 Convertible Preferred Stock: 500,000 shares authorized.
Conversion Terms:
- Original Issue Price: $2.00 per share.
- Conversion Dates: Series D1 and D2 convert on May 3, 2027; Series D3 converts on May 1, 2028.
- Voting Rights: No voting rights other than those required by law or the Certificate of Incorporation.
- Market Status: The Series D Preferred Stock will not be listed on any securities exchange, and no established trading market exists for these securities.
Guidance, Outlook, and Risks
Management Commentary: The issuance of all designated Series D shares is contingent upon the closing of the acquisition of Ergatta, Inc.
Regulatory Risks: Conversion of shares is subject to Nasdaq listing requirements. If shareholder approval is not obtained by May 1, 2027, shares may convert only pro rata, with unconverted shares subject to automatic redemption.
Unusual Items: The filing explicitly states it does not constitute an offer to sell or a solicitation of an offer to buy securities.
Investor Verification Checklist
- Verify the closing status and terms of the acquisition of Ergatta, Inc.
- Review the full text of the Certificate of Designation (Exhibit 3.1) for specific conversion formulas and scaling factors.
- Monitor shareholder meeting schedules regarding potential Nasdaq listing requirement approvals by May 1, 2027.
- Assess the potential dilution impact on common stock upon the automatic conversion dates in 2027 and 2028.