Interactive Strength Cuts Warrant Strike, Gains Cash via Partial Exercise

Rhea-AI Filing Summary

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.

Positive

• Immediate liquidity injection from exercising 18,450 warrants at $5.42 per share.
• Reduction of warrant overhang by roughly 27% of the outstanding warrant pool.
• Effective S-1 registration ensures resale compliance and limits regulatory delays.

Negative

• Dilution at a steep discount to the original $48.20 strike may pressure share price.
• Remaining 48,977 warrants could lead to future dilution if similar inducements are offered.
• Discounted exercise suggests potential cash needs, which may concern investors.

Insights

Financial Analyst

TL;DR – Partial warrant exercise brings cash but adds dilution; impact modest.

The inducement lowers the strike from $48.20 to $5.42 for 18,450 warrants, encouraging immediate conversion. While this injects cash and clears part of the warrant overhang, the discount signals liquidity needs and increases share count. With only about 27% of the total warrant pool exercised, future dilutive events remain possible. Overall, the filing is tactically positive for near-term cash flow but strategically neutral given limited size and continued warrant exposure.

Securities Law Specialist

TL;DR – Properly disclosed inducement; registration statement already effective, minimizing resale risk.

Because the underlying shares are covered by an effective S-1, secondary resale can occur without delay, reducing regulatory friction. From a compliance standpoint, the company adhered to 8-K disclosure rules and attached the agreement as Exhibit 10.1. No further approvals appear needed, and the transaction should settle promptly. Investors should still monitor additional warrant amendments that could pressure the float.

0001785056false00017850562025-07-072025-07-07

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): July 07, 2025

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.

As previously disclosed, on January 28, 2025, Interactive Strength Inc. (the “Company”) issued warrants (the “Warrants”) to purchase up to an aggregate of 67,427 shares (after adjusting the original 674,274 shares to reflect the 1-for-10 reverse stock split effective June 27, 2025 (the “Reverse Stock Split”)) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at an exercise price of $48.20 per share (after adjusting the original exercise price of $4.82 per share to reflect the Reverse Stock Split).

On July 7, 2025, the Company entered into an inducement offer letter agreement (the “Inducement Letter”) with the holder (the “Holder”) of the Warrants. Pursuant to the Inducement Letter, the Holder agreed to exercise part of the Warrants, equal to 18,450 Warrants (the “Partial Warrants”), at an exercise price of $5.42 per share, the Nasdaq Official Closing Price on July 3, 2025 (such reduced exercise price, the “New Exercise Price”). Simultaneously with the execution of the Inducement Letter, the Company received exercise notices from the Holder for the Partial Warrants for 18,450 shares of Common Stock (the “Partial Warrant Shares”).

The shares of Common Stock underlying the Warrants (the “Warrant Shares”) have been registered for resale pursuant to a registration statement on Form S-1 (File No. 333-284788) (the “Registration Statement”). The Registration Statement is currently effective and, upon exercise of the Partial Warrants will be effective for the resale of the Partial Warrant Shares.

The description of the Inducement Letter is set forth in this report and is qualified in its entirety by reference to the full text of the document, which is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Inducement Letter

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:	July 11, 2025	By:	/s/ Michael J. Madigan
			Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

FAQ

What did Interactive Strength Inc. (TRNR) announce in its latest 8-K?

The company entered an Inducement Letter prompting the holder to exercise 18,450 previously issued warrants at $5.42 per share.

How many TRNR warrants remain outstanding after the partial exercise?

After exercising 18,450 warrants, 48,977 of the original 67,427 warrants remain unexercised.

What is the new exercise price for the inducement warrants?

The warrants were repriced to $5.42 per share, the Nasdaq Official Closing Price on 3 July 2025.

Are the shares from the warrant exercise registered for resale?

Yes. They are covered by an effective Form S-1 (File No. 333-284788).

Does the filing include any financial statements or earnings data?

No financial statements or earnings figures were included; only the inducement agreement (Exhibit 10.1) was filed.