Business Context and Reporting Period
This Form 8-K Current Report is filed by Interactive Strength, Inc. (TRNR) for the reporting period ending December 31, 2025. The filing details material definitive agreements regarding debt settlement, equity exchanges, and warrant exercises, as well as the cancellation of previously issued preferred stock held by executives.
Key Financial Metrics and Transactions
- Debt Settlement: The Company settled a deficiency related to a prior Loan Restoration Agreement. The Total Loan Exchanged Amount was approximately $7,798,728, while the Net Trade Value received by the lender was $33,749.81. To satisfy this obligation, the Company issued 16,875 shares of Series C Preferred Stock.
- Debt Reduction via Equity: The outstanding principal and accrued interest on the Vertical Investors, LLC loan was $170,250. The Company reduced this amount by $156,202 in exchange for issuing 28,400 shares of Common Stock at $5.50 per share. The remaining outstanding loan principal is $14,048.
- Incremental Note Issuance: An accredited investor exercised Class A Incremental Warrants to purchase a new Class A Incremental Note with a principal amount of $1,153,000. This note matures on January 6, 2027.
- Warrant Issuance: Concurrent with the note purchase, the investor received Class A Incremental Common Warrants to purchase 618,442 shares of Common Stock at an exercise price of $1.5756 per share.
- Equity Cancellation: The Board approved the cancellation and retirement of 1,250,000 shares of Series LTI Convertible Preferred Stock previously issued to executive officers and directors. No consideration was paid for this cancellation.
Material Changes Versus Prior Period
The filing reflects a significant reduction in the Company's outstanding debt obligations to Vertical Investors, LLC, reducing the principal balance from $170,250 to $14,048 through a debt-for-equity swap. Additionally, the Company increased its capital structure complexity by issuing a new $1.153 million convertible note and associated warrants, while simultaneously eliminating the Series LTI Preferred Stock held by insiders, effectively removing those equity instruments from the outstanding share count.
Guidance, Outlook, and Risks
- Conversion Mechanics: The new Class A Incremental Note is convertible at a base price of $1.0254 per share, subject to an "Alternate Conversion Price" mechanism that may lower the conversion price to 85% of the lowest VWAP during a 10-day period if an event of default occurs.
- Ownership Limits: Conversions and warrant exercises are subject to beneficial ownership limitations, capping the investor's ownership at 4.99% (or 9.99% at the investor's option) of outstanding Common Stock.
- Unregistered Securities: The securities issued in these transactions were sold pursuant to exemptions from registration under Section 4(a)(2) and Rule 506 of Regulation D, or Section 3(a)(9) of the Securities Act. They are not registered and may not be resold without registration or an applicable exemption.
- Liquidity and Cash Flow: The filing does not provide specific cash flow statements, revenue figures, or profit margins. The transactions described are primarily non-cash settlements and equity issuances.
Investor Verification Checklist
- Verify the exact terms of the "Alternate Conversion Price" and the specific triggers for the 85% discount in the event of default.
- Confirm the total number of authorized but unissued shares remaining after the cancellation of the Series LTI Preferred Stock.
- Review the full text of the Settlement Agreement (Exhibit 10.1) and Exchange Agreement (Exhibit 10.2) for any covenants or restrictions not summarized in this report.
- Assess the dilution impact of the 618,442 new warrants and the potential conversion of the $1,153,000 note on the existing share count.
- Monitor the Company's ability to service the remaining $14,048 loan balance and the new $1,153,000 note maturing in 2027.