Business Context and Reporting Period
Company: Interactive Strength, Inc. (TRNR)
Filing Type: Form 8-K (Current Report)
Date of Report: January 16, 2026
Event: Unregistered sales of equity securities via conversion of a convertible promissory note.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, or general liquidity metrics. It focuses exclusively on capital structure changes related to debt conversion.
- Debt Converted: $1,574,867 of principal from the Incremental Note.
- Shares Issued: 2,110,901 shares of Common Stock.
- Total Outstanding Shares: 5,253,081 shares as of January 16, 2026.
- Remaining Incremental Note Principal: Approximately $600,000 (calculated as $2,174,866.67 original principal minus $1,574,867 converted).
Material Changes
The Company executed a partial conversion of debt to equity under an Exchange Agreement dated September 26, 2025, between the Company and TR Opportunities II LLC (Current Holder). The Current Holder converted a portion of the $2,174,866.67 Incremental Note into Common Stock. This transaction reduced the Company's outstanding debt obligation and increased the number of outstanding shares.
Guidance, Outlook, and Risks
Management Commentary: The filing states the issuance was made pursuant to the Section 3(a)(9) exemption from registration requirements, as it constituted an exchange with existing holders without commission or remuneration for solicitation.
Risks/Contingencies: The filing does not disclose new risks, contingencies, or forward-looking guidance beyond the specific transaction details.
Investor Verification Checklist
- Verify the conversion price per share implied by the transaction ($1,574,867 / 2,110,901 shares).
- Confirm the remaining principal balance on the Incremental Note and its maturity terms.
- Review the full Exchange Agreement dated September 26, 2025, for any remaining conversion triggers or covenants.
- Check subsequent filings for the impact of the increased share count (5,253,081 shares) on earnings per share and dilution.