Business Context and Reporting Period
This Form 8-K Current Report was filed by Interactive Strength, Inc. (TRNR) on December 12, 2025, covering events occurring on December 8 and December 9, 2025. The filing details the resolution of material definitive agreements related to senior secured convertible exchangeable notes issued in June 2025 and a term loan from Vertical Investors, LLC. The Company is an emerging growth company incorporated in Delaware.
Key Financial Metrics and Agreements
- June 2025 FET Notes (ATW): A "Top Off" notice triggered by a decline in FET token price resulted in the sale of collateral tokens generating approximately $18.9 million. This satisfied $22.2 million of principal and accrued interest. A new unsecured Remainder Note of $3.0 million was issued to ATW.
- June 2025 FET Notes (DWF): An event of default occurred due to the decrease in FET price. Under a Final Netting Agreement, the Company delivered 82,972,910 FET tokens to DWF. A new Remainder Note of $4.5 million was issued to DWF, maturing one year from issuance and convertible into Common Stock.
- Vertical Investors Loan: The outstanding principal and accrued interest were $802,750 as of December 5, 2025. The Company entered an Exchange Agreement to reduce the debt by $632,500 in exchange for 115,000 shares of Common Stock at $5.50 per share. The remaining loan balance is $170,250.
- Capital Structure: Following the issuance of Exchange Shares, the Company had 2,709,336 shares of Common Stock outstanding as of December 11, 2025.
Material Changes Versus Prior Period
The filing reports significant changes in the Company's debt and equity structure compared to the prior period:
- Debt Reduction: The Company reduced its total debt obligations through the liquidation of crypto collateral and debt-for-equity swaps. The specific principal amounts held by ATW and DWF were largely satisfied via token liquidation, replaced by smaller unsecured Remainder Notes ($3.0 million and $4.5 million, respectively).
- Equity Issuance: The Company issued 115,000 shares of Common Stock to Vertical Investors, LLC, increasing the total outstanding share count to 2,709,336.
- Collateral Liquidation: A significant portion of the Company's FET token holdings (82,972,910 tokens) was transferred to DWF to satisfy defaulted notes, representing a material change in asset composition.
Outlook, Risks, and Contingencies
- Default Events: The filing confirms that a decrease in the price of FET tokens triggered an event of default under the notes held by DWF, necessitating the Final Netting Agreement and liquidation of collateral.
- Remainder Notes: The Company now holds two new Remainder Notes ($3.0 million to ATW and $4.5 million to DWF). The DWF note is convertible into Common Stock, creating potential future dilution.
- Unregistered Securities: The Remainder Notes and Exchange Shares were issued pursuant to exemptions from registration under the Securities Act (Section 4(a)(2), Rule 506, and Section 3(a)(9)). These securities are not registered and may not be resold without registration or an applicable exemption.
- Management Commentary: The filing does not provide forward-looking guidance on revenue or profitability, focusing strictly on the execution of debt restructuring and collateral management.
Investor Verification Checklist
- Verify the current market price of FET tokens to assess the valuation of remaining collateral and the risk of further defaults.
- Review the terms of the new $7.5 million in Remainder Notes (combined) to understand conversion triggers and maturity dates.
- Confirm the impact of the 115,000 new shares on existing shareholder dilution given the total outstanding count of 2,709,336 shares.
- Examine the "Final Netting Agreement" (Exhibit 10.1) and "Exchange Agreement" (Exhibit 10.2) for specific covenants and restrictions not detailed in the summary.
- Monitor the Company's liquidity position given the reduction in crypto assets and the remaining cash obligations on the Vertical Investors loan ($170,250).