Interactive Strength, Inc. (TRNR) SEC Filings

Interactive Strength Inc. (TRNR) reported that stockholders approved six capital-structure and equity proposals at a special meeting held August 28, 2026. There were 1,619,702 common shares outstanding as of the record date, with 1,063,035 shares represented, constituting a quorum.

Stockholders approved Nasdaq-related issuance proposals permitting potential issuance of 20% or more of current common shares upon conversion or exchange of existing preferred stock, new Series F preferred stock for the STEPR, Inc. acquisition, outstanding promissory notes, and outstanding warrants. They also approved adding 5,000,000 shares to the 2023 Stock Incentive Plan plus an automatic increase tied to Series F conversions, and granted the board discretionary authority to implement one or more reverse stock splits within a range of 1-for-4 to 1-for-100 within one year of the record date.

Interactive Strength Inc. is asking stockholders to approve several actions at a special meeting on August 28, 2026. As of August 13, 2026, there were 1,619,702 shares of common stock outstanding, each with one vote. Key proposals seek Nasdaq Rule 5635 approval for potential issuances of 20% or more of outstanding common stock from multiple instruments: existing Series A, C, D and E preferred stock; new Series F preferred stock to acquire STEPR, Inc.; outstanding convertible promissory notes; and warrants to purchase 344,170 shares.

The STEPR deal includes up to $19,000,000 of Series F preferred stock that could convert into approximately 5,223,256 common shares at maximum scaling factors. The company also seeks to add 5,000,000 shares to its 2023 Stock Incentive Plan plus automatic increases tied to preferred-to-common conversions. Another proposal would authorize the board, at its discretion, to implement one or more reverse stock splits between 1-for-4 and an aggregate of 1-for-100 by August 13, 2027, primarily to help meet Nasdaq listing and market value requirements. The board recommends voting “FOR” all proposals, while acknowledging that the share issuances and any reverse split could significantly dilute existing holders.

Interactive Strength Inc. reported sharp top-line growth but continued heavy losses for the quarter ended June 30, 2026. Revenue rose to $6.6 million from $1.2 million a year earlier, driven by Connected Fitness Product sales in the U.S. and Europe and growing membership revenue. Gross profit improved to $3.2 million from a prior gross loss, reflecting higher scale after the Wattbike and Ergatta acquisitions.

Despite this, the company posted a quarterly net loss attributable to common stockholders of $7.1 million and a six‑month net loss of $17.8 million, with an accumulated deficit of $245.4 million. Total assets were $56.5 million against total liabilities of $53.2 million, including substantial loans and convertible notes. Management discloses that recurring operating losses, reliance on external financing, limited available liquidity of about $1.7 million beyond the issuance date, and approximately $23.1 million of debt maturing within twelve months raise substantial doubt about the company’s ability to continue as a going concern. The financial statements assume the company will continue to operate and do not reflect potential restructuring or insolvency outcomes.

Interactive Strength Inc. entered into several exchange agreements on August 10 and 12, 2026 with holders of its Series A Convertible Preferred Stock and promissory notes. Holders exchanged these securities for an aggregate of 205,000 shares of common stock, including a $537,000 remainder note exchange for 150,000 shares at $3.58 per share and other exchanges at $3.42 per share. After these exchanges and other unregistered issuances, 1,619,702 common shares were outstanding as of August 12, 2026. The company relied on the Section 3(a)(9) exemption, with no additional cash consideration and no commissions, and the new shares are restricted securities bearing legends.

Interactive Strength Inc. is calling a special stockholder meeting on August 28, 2026 to approve multiple capital-structure changes that could lead to substantial new Common Stock issuance and a reverse stock split. Stockholders are asked to approve, under various Nasdaq Listing Rules, the potential issuance of 20% or more of outstanding Common Stock from four sources: conversion of existing Series A, C, D and E Preferred Stock; conversion of new Series F Preferred Stock to be issued as part of the proposed STEPR acquisition; conversion of outstanding convertible promissory notes; and exercise or exchange of outstanding warrants.

The company also seeks to amend its 2023 Stock Incentive Plan to add 5,000,000 shares and introduce an automatic increase equal to 10% of Common Stock issued from Series F conversions. Another proposal would give the Board authority, for up to one year after the record date, to implement one or more Reverse Stock Splits between 1-for-4 and 1-for-100 to support Nasdaq listing compliance and capital flexibility. The company highlights that all these issuances and any reverse splits could significantly dilute existing holders and affect trading liquidity.

Interactive Strength Inc. entered into multiple exchange transactions from August 3 through August 7, 2026, with holders of its convertible preferred stock and a promissory note. These Exchange Agreements converted various series of preferred stock and $142,000 of note principal into shares of common stock at exchange prices at or above the Nasdaq Minimum Price.

In total, the company issued 798,719 shares of common stock as Exchange Shares. After these and other unregistered issuances, common stock outstanding was 1,380,396 shares as of August 7, 2026. The exchanges relied on the Section 3(a)(9) exemption under the Securities Act, involved only existing security holders, included no commissions or additional cash consideration, and resulted in restricted shares bearing legends. Certain holders, including Alessandra Gotbaum and Thomas Aulet, fully exchanged their remaining Series D2 preferred holdings.

Interactive Strength Inc. declared and paid stock dividends on its preferred shares. On July 28, 2026, the board declared dividends in kind on the outstanding Series A and Series C Preferred Stock, issuing 281,344 shares of Series A Preferred and 338,240 shares of Series C Preferred as dividend payments. These issuances were made under exemptions from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. After these stock dividends, 4,696,089 shares of Series A Preferred Stock and 3,187,097 shares of Series C Preferred Stock are outstanding.

Interactive Strength Inc. reports that on July 21, 2026 an existing investor exercised Class B Incremental Warrants to purchase a senior secured convertible note with $2,000,000 principal, creating a new July 2026 Class B Incremental Note maturing on July 21, 2027, plus related Class B Incremental Common Warrants.

As a result of the exercise, the investor received Class B Incremental Common Warrants to purchase 305,810 shares of common stock, calculated using the July 20, 2026 closing price of $3.27. The note is convertible before maturity at a base conversion price of $3.597 per share, with an Alternate Conversion Price tied to recent VWAP, subject to a $0.6148 floor and adjusted multipliers if an event of default occurs.

The new warrants are exercisable at $5.527 per share from July 21, 2026 through July 21, 2033, with customary anti-dilution adjustments. Both the note and warrants include beneficial ownership limits that prevent conversions or exercises above 4.99% (or, at the investor’s option, 9.99%) of outstanding common stock. The securities were issued in a private placement relying on exemptions including Section 4(a)(2) and Rule 506 of Regulation D under the Securities Act.

Interactive Strength Inc. (TRNR) has signed a definitive Stock Purchase Agreement to acquire STEPR, Inc., a profitable connected stair-climbing fitness brand. TRNR will buy all STEPR shares using a mix of cash, debt and performance-linked preferred stock that can convert into common shares.

The base transaction value is $6.7 million, including $2.2 million of cash and debt refinancing at closing, $1.5 million of working-capital debt and $3.0 million of TRNR equity locked up until September 30, 2027. Additional TRNR equity of up to $3.0 million and $10.5 million can be earned if STEPR reaches EBITDA targets of $4.0 million in July 2026–June 2027 and $7.0 million in July 2027–June 2028, plus a final $2.5 million tied to quantified synergies.

STEPR is expected to generate more than $15 million of revenue in 2026 and be immediately accretive to TRNR’s earnings after closing. With STEPR, TRNR raises its 2026 pro forma revenue guidance to more than $50 million and expects the combined group to achieve Adjusted EBITDA profitability in Q4 2026, assuming the transaction closes as planned in Q4 2026.