Interactive Strength Inc. (TRNR) swaps debt and preferred shares for 205,000 common shares
Rhea-AI Filing Summary
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.
Positive
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Negative
- None.
8-K Event Classification
Item 3.02 — Unregistered Sales of Equity Securities
1 item
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Key Figures
Common shares issued in exchanges: 205,000 shares
Common shares outstanding: 1,619,702 shares
DWF Ventures note exchanged: $537,000
+4 more
7 metrics
Common shares issued in exchanges
205,000 shares
Aggregate exchange shares issued under August 10 and 12, 2026 Exchange Agreements
Common shares outstanding
1,619,702 shares
Shares of common stock outstanding as of August 12, 2026 after exchanges and other issuances
DWF Ventures note exchanged
$537,000
Principal balance of remainder note exchanged for 150,000 common shares at $3.58 per share
DWF Ventures note remaining
$4,319,548
Principal balance of the remainder note after the August 10, 2026 exchange
Woodway note exchanged
$85,500
Principal balance on a promissory note exchanged for 25,000 common shares at $3.42 per share
Woodway note remaining
$1,875,087
Principal balance of the promissory note following the August 12, 2026 exchange
Exchange prices
$3.58 and $3.42 per share
Per-share exchange prices at or above the Nasdaq Minimum Price
Key Terms
Exchange Agreements, Series A Convertible Preferred Stock, Nasdaq Minimum Price, Section 3(a)(9) of the Securities Act, +1 more
5 terms
Exchange Agreements financial
"the Company entered into Exchange Agreements with certain holders of the Company's Series A Convertible Preferred Stock"
A contractual arrangement where two or more parties agree to swap assets, securities, or obligations under specified terms and conditions, such as share-for-share exchanges, debt-for-equity conversions, or asset swaps. These agreements matter to investors because they change who owns what and how a company’s balance sheet and future cash flows look—think of it like two people trading items that can alter each person’s overall collection and resale value.
Series A Convertible Preferred Stock financial
"with certain holders of the Company's Series A Convertible Preferred Stock, par value $0.0001 per share"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
Nasdaq Minimum Price financial
"at an exchange price of $3.58 per share (at or above the Nasdaq Minimum Price"
A Nasdaq minimum price is the lowest share price a company must maintain to meet listing rules on the Nasdaq stock market, similar to a height requirement that determines whether someone can stay on a ride. If a stock falls below that threshold for a sustained period, the company can be warned or removed from the exchange, which can reduce investor liquidity, increase trading costs and signal potential financial trouble.
Section 3(a)(9) of the Securities Act regulatory
"The issuance of the Exchange Shares was made in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act"
restricted securities financial
"The Exchange Shares are restricted securities and bear restrictive legends"
Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.
FAQ
What securities did Interactive Strength Inc. (TRNR) exchange on August 10, 2026?
On August 10, 2026, Interactive Strength Inc. exchanged $537,000 principal balance of a remainder note held by DWF Ventures, Ltd for 150,000 common shares at $3.58 per share, leaving a $4,319,548 principal balance.
What preferred stock did Interactive Strength Inc. (TRNR) convert to common on August 12, 2026?
On August 12, 2026, holders exchanged 51,210 Series A Preferred shares (aggregate original purchase price $101,?Wait) for 30,000 common shares. Actually, the document states three blocks totaling 51,210 preferred shares for 30,000 common shares at $3.42 per share.
What Securities Act exemption did Interactive Strength Inc. (TRNR) rely on for the exchanges?
The company relied on Section 3(a)(9) of the Securities Act, stating exchanges were only with existing security holders, with no commissions, no additional cash consideration, and the same issuer for the exchanged and new securities.
AI-generated analysis. How Rhea-AI works. Not financial advice.
