Interactive Strength updates $2,608,000 ATM program

Interactive Strength Inc. updated its stock sale program under an existing at-the-market offering agreement with H.C.

Accepted by SEC EDGAR 01/27/2026 - 04:30 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Interactive Strength Inc. updated its stock sale program under an existing at-the-market offering agreement with H.C. Wainwright & Co. On January 23, 2026, the company increased the maximum aggregate offering price of common shares issuable under this program to $2,608,000 and filed a related prospectus supplement.

The company has previously sold common stock with an aggregate sales price of approximately $1,646,532 under General Instruction I.B.6 of Form S-3 in the last 12 calendar months and approximately $10,459,000 under the agreement in total. The new shares will be issued off the company’s Form S-3 shelf registration statement, as amended and supplemented.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Interactive Strength Inc. (TRNR) change in its stock offering program?

Interactive Strength Inc. increased the maximum aggregate offering price of common shares under its at-the-market offering agreement to $2,608,000. This change is documented in a new prospectus supplement tied to the company’s existing Form S-3 shelf registration statement.

How much has Interactive Strength (TRNR) sold under its at-the-market agreement so far?

Interactive Strength has sold common stock with an aggregate sales price of approximately $10,459,000 under its at-the-market sales agreement. Of that total, about $1,646,532 was sold in the last 12 calendar months under General Instruction I.B.6 of Form S-3.

Which registration statement covers Interactive Strength’s updated at-the-market offering?

The shares under the updated at-the-market offering are issued pursuant to Interactive Strength’s Form S-3 shelf registration statement (File No. 333-288405). This registration was filed on June 27, 2025 and declared effective on September 22, 2025, then supplemented by the January 23, 2026 prospectus.

Who is Interactive Strength’s sales agent for the at-the-market stock offering?

H.C. Wainwright & Co. LLC serves as sales agent for Interactive Strength’s at-the-market common stock offering. The at-the-market offering agreement between the parties was originally dated May 17, 2024 and remains in place with the updated aggregate offering limit of $2,608,000.

What legal opinion supports Interactive Strength’s updated at-the-market offering?

A legal opinion from Lucosky Brookman LLP addresses the legality of the $2,608,000 in common stock issuable under the sales agreement and covered by the prospectus supplement. This opinion is filed as Exhibit 5.1, with a related consent included in Exhibit 23.1.

When did Interactive Strength file the prospectus supplement for the $2,608,000 offering?

Interactive Strength filed the prospectus supplement dated January 23, 2026 for an aggregate of $2,608,000 in common stock. This supplement amends and supplements the company’s existing Form S-3 shelf registration statement for shares sold through the at-the-market program.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): January 23, 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 8.01 Other Events.

On January 23, 2026, Interactive Strength Inc. (the “Company”) increased the maximum aggregate offering price of the shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) issuable under the At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co. LLC, dated May 17, 2024 to $2,608,000 and filed a prospectus supplement dated January 23, 2026 (the “Prospectus Supplement”) under the Sales Agreement for an aggregate of $2,608,000. Prior to the date hereof, the Company sold shares of common stock having an aggregate sales price of approximately $1,646,532 pursuant to General Instruction I.B.6 of Form S-3 under the Sales Agreement in the last 12 calendar months and approximately $10,459,000 under the Sales Agreement in the aggregate. A copy of the legal opinion as to the legality of the $2,608,000 of shares of Common Stock issuable under the Sales Agreement and covered by the Prospectus Supplement is filed as Exhibit 5.1 attached hereto.

The Shares will be issued pursuant to our shelf registration statement on Form S-3 (File No. 333-288405) filed by the Company with the SEC on June 27, 2025 and declared effective by the SEC on September 22, 2025 as amended and supplemented by the Prospectus Supplement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
5.1		Opinion of Lucosky Brookman LLP
23.1		Consent of Lucosky Brookman LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:	January 27, 2026	By:	/s/ Caleb Morgret
			Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)