UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Date of Report (Date of earliest event reported): February 18, 2026 |
INTERACTIVE STRENGTH INC.
(Exact name of Registrant as Specified in Its Charter)
|
|
|
|
|
Delaware |
001-41610 |
82-1432916 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
|
|
|
|
1005 Congress Avenue, Suite 925 |
|
Austin, Texas |
|
78701 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: 512 885-0035 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of each class
|
|
Trading
Symbol(s) |
|
Name of each exchange on which registered
|
Common stock, $0.0001 par value per share |
|
TRNR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On February 18, 2026, Interactive Strength Inc. (the "Company") entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ergatta, Inc., a Delaware corporation ("Ergatta"), Ergatta Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"), and Tom Aulet, solely in his capacity as the securityholders’ representative (the “Securityholders’ Representative”), pursuant to which Merger Sub will merge with and into Ergatta (the “Merger”), with Ergatta surviving as a wholly owned subsidiary of the Company. At the effective time of the Merger, each issued and outstanding share of preferred stock of Ergatta (other than excluded and dissenting shares) will be cancelled and converted into the right to receive, subject to the terms of the Merger Agreement, (i) cash consideration of up to $7,000,000 paid to Ergatta's stockholders, consisting of: (a) $1,750,000 to be paid at the closing of the Merger (the “Closing”); (b) $1,750,000 in deferred cash evidenced by a senior secured promissory note to be delivered at the Closing and maturing on April 30, 2027; and (c) up to $3,500,000 to be payable on April 30, 2027, as provided by the calculations, formulas, and other procedures set forth in the Merger Agreement; and (ii) up to $9,500,000 worth of shares of Series D-1 Preferred Stock (as defined below) to be issued to Ergatta's stockholders. Additionally, the Company will issue equity incentives to certain members of Ergatta's senior management, consisting of (i) up to $2,000,000 worth of shares of Series D-2 Preferred Stock (as defined below); and (ii) up to $1,000,000 worth of shares of Series D-3 Preferred Stock (as defined below).
In the Merger Agreement, each of the Company, Ergatta and Merger Sub has made customary representations, warranties and covenants. Investors and security holders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Merger Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The representations, warranties, covenants, obligations and agreements of the parties made in the Merger Agreement will not survive the Closing, except for the covenants, obligations and agreements contained therein that by their terms expressly apply in whole or in part after the Closing.
The Merger is expected to close as early as the first quarter of 2026, subject to the satisfaction or waiver (if permitted) of customary conditions.
The board of directors of the Company has approved the Merger Agreement and the transactions contemplated therein.
The foregoing summary of the terms and conditions of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached to this report as Exhibit 2.1, and incorporated by reference herein.
Series D Convertible Preferred Stock
Prior to the Closing, the Company will file a certificate of designation with the Secretary of State of the State of Delaware, creating three new series of preferred stock designated as (i) Series D-1 Convertible Preferred Stock, par value $0.0001 per share (“Series D-1 Preferred Stock”) and designating 4,750,000 shares thereof, (ii) Series D-2 Convertible Preferred Stock, par value $0.0001 per share (“Series D-2 Preferred Stock”) and designating 1,000,000 shares thereof, and (iii) Series D-3 Convertible Preferred Stock, par value $0.0001 per share (“Series D-3 Preferred Stock,” collectively with Series D-1 Preferred Stock and Series D-2 Preferred Stock, “Series D Preferred Stock”) and designating 500,000 shares thereof. Series D Preferred Stock shall have no voting rights, other than any vote required by law or the Company’s Certificate of Incorporation. Series D-1 Preferred Stock and Series D-2 Preferred Stock shall convert into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) on May 3, 2027. Series D-3 Preferred Stock shall convert to shares of Common Stock on May 1, 2028.
Registration Rights Agreement
At the Closing, the Companywill enter into a registration rights agreement with the Securityholders' Representative, on behalf of the parties entitled to receive equity consideration under the Merger Agreement, pursuant to which the Company will grant customary registration rights with respect to equity consideration issuable under the Merger Agreement.
Employment Agreement
In connection with the Merger Agreement, certain members of Ergatta's senior management team (Tom Aulet and Alessandra Gotbaum) will enter into employment agreements with the Company (or Ergatta, as the surviving company) effective as of the Closing.
Subordination Agreement
As a condition to Closing, the Company shall deliver executed subordination agreements from holders of indebtedness of the Company or its affiliates whose liens would otherwise be senior to or pari passu with the existing liens, pursuant to which such holder agrees to subordinate its lien rights as contemplated by the Merger Agreement.
Item 8.01 Other Events.
The Company issued a press release announcing the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
|
|
Exhibit Number |
|
Description |
|
|
|
2.1* |
|
Agreement and Plan of Merger, by and among Interactive Strength Inc., Ergatta Acquisition Corp., Ergatta, Inc. and Tom Aulet, dated as of February 18, 2026 |
|
|
|
99.1 |
|
Press Release, dated February 18, 2026 |
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL Document). |
* The schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the Securities and Exchange Commission a copy of all omitted exhibits and schedules upon its request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
Interactive Strength Inc. |
|
|
|
|
Date: |
February 23, 2026 |
By: |
/s/ Caleb Morgret |
|
|
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
TRNR Signs Definitive Agreement to Acquire Ergatta, Increasing 2026 Pro Forma Revenue Guidance by 50% to More than $30m
Ergatta's 2026 Revenue is expected to exceed $10 million with approximately 30% EBITDA margin
Performance-linked transaction valuation ensures attractive acquisition multiple and structure generates immediate cashflow for TRNR
Deal expected to close in Q1; TRNR expected to generate more than $30 million in 2026 Pro Forma Revenue
AUSTIN, TX and BROOKLYN, NY / ACCESS Newswire / February 18, 2026 / Interactive Strength Inc. (Nasdaq:TRNR) ("TRNR" or the "Company"), owner of the Wattbike, FORME, and CLMBR connected fitness brands, today announced it has signed a definitive agreement to acquire Ergatta, Inc., the pioneer in game-based connected fitness. The parties signed a letter of intent on January 9, 2026, and have been working on the binding definitive agreement since that time.
Ergatta is a Brooklyn-based connected fitness company that pioneered game-based fitness content, building a stable and cash-generating subscription business with industry leading monthly net retention of more than 98%. Ergatta is expected to generate revenue of more than $10 million in 2026, with approximately 70% from recurring subscriptions providing high visibility, and approximately a 30% EBITDA margin. Additionally, Ergatta operates an asset-light business model that generates strong operational cashflow without requiring investment in inventory.
Assuming full achievement of the earn-outs, the maximum enterprise value would be $19.5 million and, given the upper 2026 EBITDA threshold of approximately $4.0 million, TRNR expects the multiple of EBITDA to be less than 5.0x, before any group synergies. To ensure the valuation multiple is attractive to TRNR, 50% of the maximum enterprise valuation is contingent on the amount of Ergatta's 2026 EBITDA and 5% on 2027 EBITDA. Less than 10% of the transaction value is being funded at closing and TRNR expects to receive more cashflow from Ergatta than the initial cash consideration paid in 2026.
"The Founders of Ergatta have created a unique fitness experience and have built an attractive business that we expect to be accretive to TRNR immediately," said TRNR CEO, Trent Ward. "Ergatta's best-in-class gaming experience has already been licensed by iFIT, one of the biggest fitness equipment brands in the world and we plan to add the gaming experience to Wattbike and CLMBR. The Ergatta team also has strong customer acquisition capabilities and we expect that they will be able to drive revenue growth in the US for all of our brands with their help. As with all of our acquisitions, we are focused on
minimizing near-term dilution and protecting downside with transaction valuations linked to future performance, while benefiting from additional upside from group synergies."
"Our team is very proud that we've built the most engaging fitness content platform in the world, and we've done it profitably," said Tom Aulet, Co-Founder and CEO of Ergatta. "Joining TRNR provides us the opportunity to grow Ergatta and also the Ergatta gaming experience across other hardware brands. This is the right next step for our business and we are looking forward to completing the transaction quickly."
Transaction Structure
TRNR will acquire 100% of Ergatta through a combination of cash, debt, stock and future contingent consideration. TRNR expects a quick, efficient close in Q1 2026, subject to completing customary closing requirements. The consideration is structured as follows:
•The base transaction value of $8.8 million is comprised of $1.8 million cash at close, $1.8 million debt and $5.3 million in equity that is locked up until May 2027.
•An additional $9.8 million could be earned by Ergatta achieving approximately $4.0 million in 2026 EBITDA, which would be payable in May 2027 as $3.5 million in cash and $6.3 million in equity.
•Up to an additional $1.0 million in equity could be earned based on achieving approximately $4.8 million in 2027 EBITDA.
•TRNR expects to receive more cashflow from Ergatta in 2026 than the initial cash consideration paid. The initial cash consideration at closing will be funded through TRNR's existing financing facilities.
•Ergatta's founders and key management team members have agreed to employment arrangements and are expected to continue leading the business post-acquisition.
TRNR expects to provide additional details regarding the transaction following the closing.
For more information, see TRNR's investor website as well as its required filings with the U.S. Securities and Exchange Commission (SEC).
TRNR Investor Contact
ir@interactivestrength.com
Ergatta Media Contact
media@ergatta.com
About Ergatta:
Ergatta is the leader in game-based connected fitness, offering a suite of addictive workout experiences and a line of premium rowing machines with embedded gaming content. Ergatta's content is personalized to each user, highly interactive, and designed to build lasting fitness habits through games rather than instructors. The company's 98.3% monthly retention rate is the highest in the connected fitness industry. www.ergatta.com
About Interactive Strength Inc.
Interactive Strength Inc. (NASDAQ:TRNR) has established a leading portfolio of premium fitness brands - Wattbike, CLMBR, and FORME - that combine advanced hardware, smart technology, and immersive content to deliver exceptional training experiences for both commercial and home use.
Wattbike offers a range of high-performance indoor bikes that set the global standard in cycling. Known for unmatched accuracy, realistic ride-feel, and advanced performance tracking, Wattbike is trusted by elite athletes, national teams, and fitness enthusiasts around the world.
CLMBR redefines the next-generation vertical climbing experience through its patented open-frame design and immersive touchscreen, delivering a high-intensity, low-impact workout that's both efficient and effective.
FORME delivers strength, mobility, and recovery training through immersive content, performance-grade hardware, and expert coaching. Its wall-mounted systems include the Studio, a smart fitness mirror for guided programming and live 1:1 personal training, and the Lift, which adds smart resistance cable training-ideal for high-performance environments and sport-specific development.
From elite performance to everyday wellness, our ecosystem of performance-focused solutions delivers data-driven outcomes for athletes, fitness enthusiasts, and commercial operators.
For more information about Interactive Strength, please visit www.interactivestrength.com.
Channels for Disclosure of Information
In compliance with disclosure obligations under Regulation FD, we announce material information to the public through a variety of means, including filings with the Securities and Exchange Commission ("SEC"), press releases, company blog posts, public conference calls, and webcasts, as well as via our investor relations website. Any updates
to the list of disclosure channels through which we may announce information will be posted on the investor relations page on our website.
Forward Looking Statements:
This press release includes certain statements that are "forward-looking statements" for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements do not relate strictly to historical or current facts and reflect management's assumptions, views, plans, objectives and projections about the future. Forward-looking statements generally are accompanied by words such as "believe", "project", "expect", "anticipate", "estimate", "intend", "strategy", "future", "opportunity", "plan", "may", "should", "will", "would", "will be", "will continue", "will likely result" or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the expected closing of the Ergatta acquisition, the financial performance of Ergatta and the combined company, revenue and EBITDA projections, the expected benefits of combining the companies' products and platforms, content licensing revenue growth, and the possibility of achieving operating leverage. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of the Company. Risks and uncertainties include but are not limited to: the ability to complete the acquisition on the expected terms and timeline; the ability to successfully integrate Ergatta's operations; demand for our products and services; subscriber retention rates; competition, including technological advances made by and new products released by our competitors; our ability to accurately forecast consumer demand for our products and adequately maintain our inventory; our reliance on a limited number of suppliers and distributors for our products; and macroeconomic conditions affecting consumer discretionary spending. A further list and descriptions of these risks, uncertainties and other factors can be found in filings with the Securities and Exchange Commission. To the extent permitted under applicable law, the Company assumes no obligation to update any forward-looking statements.
