Interactive Strength Inc. SEC Filings

Interactive Strength Inc. amended and settled multiple debt arrangements, converting portions of prior loan obligations into preferred and common equity and making a cash payment to satisfy a shortfall. The company issued 195,732 shares of Series C Preferred Stock and paid $649,207 in cash to satisfy a reported $1,040,671.41 Net Trade Value, leaving the lender with 1,405,887 Series C preferred shares.

The company also agreed to exchange 60,000 common shares to reduce outstanding loan principal by $330,000, bringing the reported loan balance to $753,119.63. Separately, a senior secured convertible note with a remaining principal of approximately $1.9 million had its conversion price amended from $25.70 to $5.50, with Conversion Shares to be issued under that amended term.

Interactive Strength Inc. will hold its 2025 Annual Meeting on September 26, 2025 to consider eight proposals including the election of one Class II director, ratification of Deloitte & Touche LLP as auditor, shareholder approval for potential issuances of 20% or more of the Company’s common stock upon conversion of Series E and LTI convertible preferred stock (including earn-out shares related to the Wattbike purchase agreement), and a request to authorize the Board to implement one or more reverse stock splits at ratios from 1-for-4 up to 1-for-100. The Board recommends a vote FOR all listed proposals and also seeks non-binding advisory approval of named executive officer compensation and the frequency of future advisory votes. The record date for voting is July 29, 2025 and there were 1,519,418 shares outstanding on that date. The meeting materials and annual report are available at the Company’s website.

Interactive Strength Inc. (Nasdaq: TRNR) has filed Amendment No. 1 to its Form S-3 shelf, seeking authority to issue up to $250 million of common or preferred stock, debt, warrants, rights and/or units. Because the company’s public float is only $14.2 million, sales of common stock are capped at one-third of that float in any 12-month period under Form S-3, limiting primary equity raises to roughly $4.7 million until float exceeds $75 million.

The filing updates recent corporate actions: a 1-for-10 reverse split effective 26 Jun 2025 (shares outstanding now 1.52 million), the February 2024 acquisition of CLMBR and 1 Jul 2025 acquisition of Wattbike, and issuance on 10 Jun 2025 of $55.6 million senior secured convertible exchangeable notes whose proceeds funded a $47.25 million purchase of FET (ASI) tokens. Total revenue was $5.4 million in 2024 versus a $(34.9) million net loss; Q1 2025 revenue and loss not disclosed here. Multiple other convertible notes ($6 million Feb 2024; $3.3 million Jan 2025; $4 million Mar 2025; $3 million Jul 2025) and five series of preferred stock remain outstanding. Risk factors stress extreme token volatility, regulatory uncertainty, dilution from convertibles and limited operating history.

Interactive Strength Inc. (Nasdaq: TRNR) filed an 8-K to disclose the execution of an Inducement Offer Letter dated 7 July 2025 with the sole holder of previously issued warrants.

Key terms:

• The original warrants covered 67,427 shares at an exercise price of $48.20 (adjusted for the 1-for-10 reverse split on 27 June 2025).
• Under the new agreement, the holder committed to exercise 18,450 warrants ("Partial Warrants") at a reduced exercise price equal to the Nasdaq Official Closing Price on 3 July 2025, or $5.42 per share.
• The underlying shares are already registered for resale on effective Form S-1 (File No. 333-284788).
• The remaining 48,977 warrants retain their original terms unless renegotiated separately.

The transaction provides the company with immediate cash proceeds (amount not disclosed in the filing) and removes a portion of high-strike warrants from overhang, yet does so at a steep discount to the initial strike price, introducing incremental dilution at the lower level.

No financial statements were included; the sole exhibit (10.1) is the form of the Inducement Letter.