Business Context and Reporting Period
Company: Interactive Strength, Inc. (TRNR)
Filing Type: Form 8-K (Current Report)
Date of Report: September 26, 2025
Event: Entry into a Material Definitive Agreement (Woodway Note Exchange Agreement).
Key Financial Metrics and Transaction Details
This filing details a debt restructuring transaction rather than standard operating financial results. Key metrics include:
- Exchange Note Principal: $2,174,866.67
- Interest Rate: 12% per annum (subject to adjustment)
- Maturity Date: January 30, 2026
- Standard Conversion Price: $5.50 per share
- Conversion Premium: 110% of principal plus accrued interest and charges
- Default Conversion Premium: 120% of principal plus accrued interest and charges
- Warrants Cancelled: Class B Incremental Warrants to acquire $2,174,866.67 of Incremental Notes
Note: The filing does not provide current revenue, profit, cash flow, or total debt figures.
Material Changes and Transaction Mechanics
On September 26, 2025, the Company, an accredited Investor, and a Note Holder (affiliated entities) executed an Exchange Agreement. The transaction involved:
- Debt Swap: The Note Holder exchanged a senior secured convertible promissory note (the "Woodway Note") with an original principal of $3,100,000 for a new "Exchange Note" with a principal of $2,174,866.67.
- Warrant Cancellation: In consideration for the exchange, the Investor agreed to cancel Class B Incremental Warrants covering an aggregate principal amount of $2,174,866.67.
- Conversion Features: The new note includes an "Alternate Conversion" mechanism based on the lowest Volume Weighted Average Price (VWAP) over a ten-day period, with a floor price. In the event of default, the conversion rate increases to 120% of the conversion amount.
Guidance, Risks, and Unusual Items
Unregistered Sales: The Exchange Note was offered and sold pursuant to exemptions under Section 4(a)(2) and Section 3(a)(9) of the Securities Act of 1933. The securities are not registered and may not be resold without registration or an applicable exemption.
Risks and Contingencies:
- Dilution Risk: The note is convertible into common stock at a premium, with potential for significant dilution if the stock price falls below the conversion price triggers (Alternate Conversion Price).
- Default Penalties: An event of default triggers a higher conversion premium (120%) and a lower conversion price floor (85% of VWAP), increasing the potential equity issuance.
- Liquidity: The filing does not provide updated liquidity metrics or cash flow statements.
Investor Verification Checklist
- Verify the current outstanding principal balance of the Woodway Note and the total debt load of the Company.
- Confirm the current market price of TRNR common stock relative to the $5.50 conversion price and the Alternate Conversion Price floor.
- Review the full text of the Exchange Note (Exhibit 4.1) for specific definitions of "Make-Whole Amount," "Late Charges," and "Floor Price."
- Assess the impact of the cancelled Class B Incremental Warrants on the Company's future capital structure.
- Check for any existing events of default that might trigger the 120% conversion premium immediately.