[8-K] Interactive Strength Inc. Reports Material Event

Rhea-AI Filing Summary

On 24-25 July 2025 Interactive Strength Inc. (TRNR) secured an additional $3.0 million when an accredited investor exercised Class A incremental warrants. In return, the company issued senior secured convertible notes (“Class A Incremental Notes”) maturing 25 July 2028 and Class A Incremental Common Warrants covering 304,428 shares.

Key terms: Notes are convertible any time before maturity at $5.42 per share (subject to adjustment) based on 110 % of principal plus accrued amounts, with 4.99 %/9.99 % ownership caps. Warrants are exercisable at $12.46 per share through 25 July 2032 and include customary anti-dilution protections.

Stockholders previously authorised up to 10.24 million shares for note conversions and 684,647 shares for warrant exercises (post-split). The new funding bolsters liquidity but heightens dilution risk and leverage due to the secured note structure.

The Board set the 2025 Annual Meeting for 26 September 2025, named 29 July 2025 as the record date and fixed 5 August 2025 as the deadline for shareholder proposals and director nominations.

Insights

Financial Analyst

TL;DR: $3 M funding boosts cash but adds leverage and dilution—overall neutral.

The fresh capital strengthens near-term liquidity and extends runway to 2028. However, secured status, 110 % conversion premium and 304 k warrants create an overhang that may pressure the share price if converted. Ownership caps curb control risk, yet potential dilution remains substantial. Net effect is balanced: liquidity up, dilution risk up.

Corporate Governance Expert

TL;DR: Meeting rescheduled; tight proposal window limits activism but meets SEC rules.

Moving the AGM more than 30 days required this 8-K. By giving shareholders only until 5 August to submit items, the Board reduces activist maneuverability while remaining compliant with Rule 14a-5(f) and the bylaws. Prior share authorisations mitigate additional voting risk for the new securities.

0001785056false00017850562025-07-242025-07-24

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 24, 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”) entered into that certain securities purchase agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”). Pursuant to the Purchase Agreement, among other securities sold as disclosed in the Current Report on Form 8-K filed on February 3, 2025 (the “February 3rd 8-K”), as amended by an Current Report on Form 8-K/A filed on March 7, 2025 (the “March 7th 8-K/A”), the Company sold and the Investor agreed to purchase, Class A incremental warrants (the “Class A Incremental Warrants”) to purchase (a) senior secured convertible notes (the “Class A Incremental Notes”) in the aggregate principal amount of $13,000,000 and (b) warrants (the “Class A Incremental Common Warrants”) to purchase an aggregate of 269,710 (giving effect to the June 27, 2025 1 for 10 reverse stock split (the “Reverse Split”)) shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”).

As previously disclosed, on March 11, 2025, the Investor elected to exercise Class A Incremental Warrants to purchase Class A Incremental Notes for an aggregate principal amount of $4,000,000 and, as a result, was issued Class A Incremental Common Warrants to purchase an aggregate of 82,988 shares of Common Stock (giving effect to the Reverse Split).

On July 25, 2025, the Investor elected to exercise Class A Incremental Warrants (the “Warrant Exercise”) to purchase Class A Incremental Notes for an aggregate principal amount of $3,000,000 and, as a result, was issued Class A Incremental Common Warrants to purchase an aggregate of 304,428 shares of Common Stock.

Description of the Class A Incremental Notes

The maturity date of the Class A Incremental Notes issued pursuant to the Warrant Exercise is July 25, 2028 (the “Maturity Date”).

The Class A Incremental Notes are convertible (in whole or in part) at any time prior to the Maturity Date into the number of shares of Common Stock equal to (x) 110% of the sum of (i) the portion of the principal amount of the Class A Incremental Note to be converted or redeemed, (ii) accrued and unpaid Interest with respect to such principal amount of the Class A Incremental Note, (iii) the Make-Whole Amount (as defined in the Class A Incremental Note), (iv) accrued and unpaid Late Charges (as defined in the Class A Incremental Note) with respect to such principal amount of the Note, Make-Whole Amount and Interest, and (v) any other unpaid amounts pursuant to the transaction documents, if any, divided by (y) a conversion price of $5.42 per share, subject to adjustment as provided in the Class A Incremental Note (such shares, the “Class A Incremental Note Conversion Shares”).

Description of the Class A Incremental Common Warrants

The Class A Incremental Common Warrants are exercisable for shares of Common Stock at a price of $12.46 per share (the “Class A Incremental Common Warrant Exercise Price”). The Class A Incremental Common Warrants issued pursuant to the Warrant Exercise may be exercised during the period commencing July 25, 2025 and ending July 25, 2032. The Class A Incremental Common Warrant Exercise Price is subject to customary adjustments for stock dividends, stock splits, issuances of additional shares of Common Stock and the like.

Pursuant to the terms of the Class A Incremental Notes and the Class A Incremental Common Warrants, the Company shall not effect the conversion of any portion of the Class A Incremental Notes or exercise of the Class A Incremental Common Warrants, to the extent that after giving effect to such conversion or exercise, as applicable, the Investor would beneficially own in excess of 4.99% (or, at the option of the Investor, 9.99%) of the shares of Common Stock outstanding immediately after giving effect to such conversion. On March 11, 2025, the Company obtained stockholder approval to issue up to (a) 10,242,324 shares of Common Stock (giving effect to the Reverse Split) pursuant to conversions of Class A Incremental Notes and (b) 684,647 shares of Common Stock (giving effect to the Reverse Split) pursuant to exercises of Class A Incremental Common Warrants.

The form of the Class A Incremental Warrant was filed as Exhibit 4.3 to the February 3rd 8-K. The Class A Incremental Notes have substantially the same form as the senior secured convertible note issued by the Company on January 28, 2025 which was filed as Exhibit 4.1 to the February 3rd 8-K. The Class A Incremental Common Warrants have substantially the same form as the warrants to purchase up to an aggregate of 67,427 shares of Common Stock (giving effect to the Reverse Split) issued by the Company on January 28, 2025 which was filed as Exhibit 4.1 to the March 7th 8-K/A.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Information set forth in Item 1.01 of this Current Report on Form 8-K with regard to the Class A Incremental Notes is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

Information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The Class A Incremental Notes and the Class A Incremental Common Warrants were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder or, in the event of an issuance of the Class A Incremental Note Conversion Shares or the shares of Common Stock underlying the Class A Incremental Common Warrants on a cashless basis, pursuant to the exemption provided in Section 3(a)(9) under the Securities Act.

The Investor is an “accredited investor” as that term is defined in Rule 501 under the Securities Act. The securities described in this Current Report on Form 8-K have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements of the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

Item 5.08 Shareholder Director Nominations.

On July 24, 2025, the Board of Directors (the “Board”) of the Company established September 26, 2025 as the date for its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). The Board also established July 29, 2025, as the record date for the 2025 Annual Meeting.

Since the date of the 2025 Annual Meeting is more than 30 days after the anniversary of the date of the Company’s 2024 Annual Meeting of Stockholders, the Company is filing this Current Report on Form 8-K to inform stockholders of this change and to provide the due date for the submission of any qualified stockholder proposals or qualified stockholder director nominations.

Stockholders of the Company who wish to have a proposal considered for inclusion in the Company’s proxy materials for the 2025 Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”), must ensure that such proposal is received by the Company’s Secretary at its principal executive offices on or before the close of business on August 5, 2025, which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials in accordance with Rule 14a-5(f) and Rule 14a-8(e) under the Exchange Act. Any such proposal must also meet the requirements set forth in the rules and regulations of the Securities and Exchange Commission in order to be eligible for inclusion in the proxy materials for the 2025 Annual Meeting.

In addition, in accordance with the requirements contained in the Company’s bylaws, stockholders of the Company who wish to bring business before the 2025 Annual Meeting outside of Rule 14a-8 of the Exchange Act or to nominate a person for election as a director must ensure that written notice of such proposal (including all information specified in the Company’s bylaws) is received by the Company’s Secretary at the Company’s principal executive offices no later than the close of business on August 5, 2025. Any such proposal must meet the requirements set forth in the Company’s bylaws to be brought before the 2025 Annual Meeting.

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 25, 2025	By:	/s/ Michael J. Madigan
			Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

FAQ

What financing did Interactive Strength (TRNR) announce in its July 25 2025 8-K?

An investor exercised warrants, providing $3.0 million in senior secured convertible notes.

How many shares are covered by the new Class A Incremental Common Warrants?

The warrants allow purchase of 304,428 shares at $12.46 each.

What is the conversion price of the Class A Incremental Notes?

The base conversion price is $5.42 per share, subject to adjustment.

When do the new convertible notes mature?

The notes mature on July 25, 2028.

When is TRNR’s 2025 Annual Meeting and record date?

The meeting is set for September 26, 2025; record date is July 29, 2025.

What is the deadline for shareholder proposals for the 2025 meeting?

Proposals and nominations must be received by August 5, 2025.