Business Context and Reporting Period
This Form 8-K Current Report is filed by Interactive Strength, Inc. (Nasdaq: TRNR) with a report date of December 29, 2025. The filing discloses the entry into a material definitive agreement regarding debt restructuring and the unregistered sale of equity securities. The company is incorporated in Delaware and maintains its principal executive offices in Austin, Texas.
Key Financial Metrics and Transactions
The filing details two primary financial transactions affecting the company's capital structure:
- Debt-for-Equity Exchange: The Company entered an Exchange Agreement to reduce the principal of a "New Note" (originally held by an investor who purchased a portion of a legal settlement note) by $225,000. In exchange, the Company issued 150,000 shares of Common Stock at a price of $1.50 per share. The remaining outstanding principal on the New Note is $1,921,137.20.
- Incremental Warrant Exercise: An accredited investor exercised Class A Incremental Warrants to purchase a new Class A Incremental Note with a principal amount of $222,000. This transaction resulted in the issuance of warrants to purchase 93,277 shares of Common Stock.
- Outstanding Equity: Following these issuances, the Company reported 3,046,762 shares of Common Stock outstanding as of January 5, 2026.
Material Changes Versus Prior Period
The filing does not provide comparative financial statements (revenue, profit, or cash flow) for the period. However, it highlights material changes in the company's debt and equity obligations:
- Debt Reduction: The principal obligation to the note holder was reduced by $225,000 through equity issuance rather than cash repayment.
- Debt Increase: New debt of $222,000 was added via the warrant exercise, bringing the total principal of Class A Incremental Notes issued to date to $11,157,000 (cumulative from prior exercises plus this transaction).
- Share Count Increase: The total share count increased due to the issuance of 150,000 Exchange Shares and the potential future issuance of shares underlying the new warrants.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, revenue outlook, or management commentary regarding future business performance. Key terms and risks associated with the new securities include:
- Conversion Terms: The new Class A Incremental Note matures on December 30, 2026. It is convertible into Common Stock at a base conversion price of $1.309 per share, subject to adjustments. In the event of a default, the conversion rate may increase to 110% of the conversion amount.
- Warrant Terms: The new warrants are exercisable at $2.011 per share between December 30, 2025, and December 30, 2032.
- Beneficial Ownership Limits: Conversions and exercises are restricted if they would cause the investor to beneficially own more than 4.99% (or 9.99% at the investor's option) of the outstanding Common Stock.
- Regulatory Status: The securities 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.
Important Facts for Investor Verification
- Verify the total outstanding debt obligations, specifically the remaining $1,921,137.20 on the New Note and the cumulative $11,157,000 in Class A Incremental Notes.
- Confirm the dilution impact of the 150,000 Exchange Shares and the 93,277 warrant shares on existing shareholders.
- Review the "Make-Whole Amount" and "Late Charges" definitions in the Class A Incremental Note (Exhibit 4.1) to understand potential additional liabilities.
- Monitor the company's cash position, as the filing indicates a reliance on debt-for-equity swaps and warrant exercises rather than cash liquidity for debt management.