Interactive Strength Inc. 8-K Filings

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.

Interactive Strength Inc. entered into multiple exchange transactions from August 3 through August 7, 2026, with holders of its convertible preferred stock and a promissory note. These Exchange Agreements converted various series of preferred stock and $142,000 of note principal into shares of common stock at exchange prices at or above the Nasdaq Minimum Price.

In total, the company issued 798,719 shares of common stock as Exchange Shares. After these and other unregistered issuances, common stock outstanding was 1,380,396 shares as of August 7, 2026. The exchanges relied on the Section 3(a)(9) exemption under the Securities Act, involved only existing security holders, included no commissions or additional cash consideration, and resulted in restricted shares bearing legends. Certain holders, including Alessandra Gotbaum and Thomas Aulet, fully exchanged their remaining Series D2 preferred holdings.

Interactive Strength Inc. declared and paid stock dividends on its preferred shares. On July 28, 2026, the board declared dividends in kind on the outstanding Series A and Series C Preferred Stock, issuing 281,344 shares of Series A Preferred and 338,240 shares of Series C Preferred as dividend payments. These issuances were made under exemptions from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. After these stock dividends, 4,696,089 shares of Series A Preferred Stock and 3,187,097 shares of Series C Preferred Stock are outstanding.

Interactive Strength Inc. reports that on July 21, 2026 an existing investor exercised Class B Incremental Warrants to purchase a senior secured convertible note with $2,000,000 principal, creating a new July 2026 Class B Incremental Note maturing on July 21, 2027, plus related Class B Incremental Common Warrants.

As a result of the exercise, the investor received Class B Incremental Common Warrants to purchase 305,810 shares of common stock, calculated using the July 20, 2026 closing price of $3.27. The note is convertible before maturity at a base conversion price of $3.597 per share, with an Alternate Conversion Price tied to recent VWAP, subject to a $0.6148 floor and adjusted multipliers if an event of default occurs.

The new warrants are exercisable at $5.527 per share from July 21, 2026 through July 21, 2033, with customary anti-dilution adjustments. Both the note and warrants include beneficial ownership limits that prevent conversions or exercises above 4.99% (or, at the investor’s option, 9.99%) of outstanding common stock. The securities were issued in a private placement relying on exemptions including Section 4(a)(2) and Rule 506 of Regulation D under the Securities Act.

Interactive Strength Inc. (TRNR) has signed a definitive Stock Purchase Agreement to acquire STEPR, Inc., a profitable connected stair-climbing fitness brand. TRNR will buy all STEPR shares using a mix of cash, debt and performance-linked preferred stock that can convert into common shares.

The base transaction value is $6.7 million, including $2.2 million of cash and debt refinancing at closing, $1.5 million of working-capital debt and $3.0 million of TRNR equity locked up until September 30, 2027. Additional TRNR equity of up to $3.0 million and $10.5 million can be earned if STEPR reaches EBITDA targets of $4.0 million in July 2026–June 2027 and $7.0 million in July 2027–June 2028, plus a final $2.5 million tied to quantified synergies.

STEPR is expected to generate more than $15 million of revenue in 2026 and be immediately accretive to TRNR’s earnings after closing. With STEPR, TRNR raises its 2026 pro forma revenue guidance to more than $50 million and expects the combined group to achieve Adjusted EBITDA profitability in Q4 2026, assuming the transaction closes as planned in Q4 2026.

Interactive Strength Inc. entered into a Settlement Agreement with Vertical Investors, LLC related to a previously disclosed credit facility and equity exchanges. The company had exchanged loan principal and interest totaling approximately $9,034,431 for preferred and common stock, while the Lender’s Net Trade Value was $451,361 as of June 30, 2026. To settle this shortfall, Interactive Strength issued 225,681 shares of Series C Preferred Stock to the Lender as payment of the $451,361 Net Trade Value, bringing the Lender’s holdings to 2,848,857 Series C Preferred shares. The issuance was an unregistered sale of equity securities relying on Section 4(a)(2) of the Securities Act.

Interactive Strength Inc. disclosed that its Audit Committee dismissed Deloitte & Touche LLP as its independent registered public accounting firm on June 26, 2026 and appointed Cherry Bekaert LLP for the fiscal year ending December 31, 2026. Deloitte’s audit reports for 2024 and 2025 contained no adverse or disclaimed opinions and were not qualified, but they did include an explanatory paragraph raising substantial doubt about the company’s ability to continue as a going concern. The company also reiterates previously disclosed material weaknesses in internal control over financial reporting that remained unremediated as of December 31, 2025, including inadequate control environment, segregation of duties, risk assessment, information communication, and monitoring activities. The filing notes there were no disagreements with Deloitte on accounting, disclosure, or audit scope matters, and that Deloitte has provided a letter, filed as an exhibit, confirming its agreement with the company’s description of the relationship.

Interactive Strength Inc. has implemented a 1-for-7 reverse stock split of its common stock, effective as of 11:59 p.m. Eastern Time on June 29, 2026. This reduced issued and outstanding shares from 3,601,274 to approximately 514,400 while keeping each stockholder’s ownership percentage and voting rights the same.

The stock began trading on a split-adjusted basis on The Nasdaq Capital Market on June 30, 2026 under the existing symbol TRNR with a new CUSIP 45840Y609. No fractional shares are being issued; stockholders entitled to fractions will receive cash instead. The company states the split is part of its plan to regain compliance with Nasdaq’s $1.00 minimum bid price requirement.

Interactive Strength Inc. reported the results of its annual stockholder meeting. Stockholders elected two Class III directors, Trent A. Ward and Kirsten Bartok Touw, to serve until the 2029 annual meeting. As of the April 8, 2026 record date, 2,057,018 common shares were outstanding and 912,892 shares were represented, constituting a quorum.

Stockholders approved the ratification of Deloitte & Touche LLP as auditor, share issuances related to the Wattbike and Ergatta transactions under Nasdaq Rule 5635, an amendment adding an automatic share increase provision to the 2023 Stock Incentive Plan, and discretionary authority for one or more reverse stock splits within a 1‑for‑4 to 1‑for‑100 range. They also approved executive compensation and chose a three‑year frequency for future advisory votes on named executive officer pay.

Interactive Strength Inc. filed an amended current report to add audited Ergatta financial statements and unaudited pro forma results for its completed Ergatta acquisition. The deal’s estimated purchase price is about $13.3 million, including 4.75 million shares of Series D-1 preferred stock valued at roughly $7.7 million, cash, a secured note, and contingent payments.

For 2025, pro forma combined revenue for Interactive Strength and Ergatta is $23.97 million with a pro forma net loss of about $25.93 million. Ergatta on a standalone basis generated $12.44 million of 2025 revenue and $0.66 million of net income, providing profitable operations that are now reflected in the combined pro forma figures.

Interactive Strength Inc. entered into a Settlement Agreement with Vertical Investors, LLC to resolve obligations tied to a prior loan and equity exchanges. The company had a Total Loan Exchanged Amount of approximately $8,735,523 and a Net Trade Value of $2,176,509 as of March 31, 2026.

To settle the $2,176,509 Net Trade Value, the company issued 1,088,255 shares of Series C Preferred Stock to the lender. Following this issuance, the lender held 2,623,176 Series C Preferred shares, consolidating the lender’s position in preferred equity rather than a cash payment.

Interactive Strength Inc. completed its previously announced acquisition of Ergatta, Inc., making Ergatta a wholly owned subsidiary. The deal includes $3,500,000 in cash to Ergatta stockholders, split between $1,750,000 paid at closing and $1,750,000 in deferred cash via a senior secured note maturing on April 30, 2027. Ergatta stockholders also receive Series D1 Convertible Preferred Stock with an aggregate value between $5,250,000 and $9,500,000. In addition, certain Ergatta senior managers were granted Series D2 and Series D3 Convertible Preferred Stock with potential aggregate values up to $2,000,000 and $1,000,000, respectively. The Series D preferred shares were issued as unregistered securities under Section 4(a)(2), and additional milestone-based consideration may be earned.

Interactive Strength Inc. created three new series of convertible preferred stock as part of its capital structure. On March 5, 2026, the company designated 4,750,000 shares as Series D1, 1,000,000 shares as Series D2, and 500,000 shares as Series D3 preferred stock to be used in connection with the planned acquisition of Ergatta, Inc.

The Series D preferred shares carry no voting rights beyond those required by law or the certificate of incorporation. All Series D1 and Series D2 shares are scheduled to automatically convert into common stock on May 3, 2027, and Series D3 shares on May 1, 2028, based on a formula using an Original Issue Price of $2.00 per share, a defined Conversion Price, and series-specific scaling factors.

Conversion is subject to certain restrictions, including Nasdaq listing requirements and, if required, stockholder approval. If stockholder approval required by Nasdaq rules is not obtained by May 1, 2027, each holder’s shares convert only up to a calculated pro rata portion and any remaining Series D shares are automatically redeemed under the terms of the designation. The company does not intend to list the Series D preferred stock on any securities exchange, and there is currently no trading market for these securities.

Interactive Strength Inc. increased the maximum aggregate offering price of common shares under its at-the-market equity program with H.C. Wainwright & Co. to $6,057,000, supported by a new prospectus supplement.

The company previously sold common stock with an aggregate sales price of about $1,673,180 in the last 12 months and approximately $12,130,000 in total under this Sales Agreement, all issued off its effective Form S-3 shelf registration.

Interactive Strength Inc. (TRNR) has fully resolved its dispute with Sportstech and recovered its working capital loan. Sportstech paid TRNR $6.4 million, covering the $5.0 million loan principal plus interest and expenses, generating a financial return.

The settlement ends all related court, enforcement, and liquidation proceedings and leads TRNR to release pledged Sportstech shares and cancel a planned public auction. Management says this cash supports its growth plan, including closing the Ergatta acquisition, scaling Wattbike, and pursuing 2026 pro forma revenue of more than $30 million versus $5.4 million in 2024.

Interactive Strength Inc. approved a 1-for-10 reverse stock split of its common stock, reducing issued and outstanding shares from 17,984,137 to 1,798,406. The split became effective on February 23, 2026, and the stock began trading on a split-adjusted basis on February 24, 2026, under the symbol TRNR with new CUSIP 45840Y500.

The company also entered an Exchange Agreement with Vertical Investors, LLC, reducing a term loan by $400,000 in exchange for 80,000 shares of common stock at $5.00 per share. This lowered the loan’s outstanding principal to $598,803. After the reverse split and other unregistered issuances, 1,798,406 common shares were outstanding as of February 24, 2026.

Interactive Strength Inc. is acquiring Ergatta, Inc. in a largely performance-linked deal intended to expand its connected fitness portfolio and raise growth targets. The agreement values Ergatta at up to $19.5 million, with only a small portion paid at closing and the rest tied to future EBITDA.

Ergatta is expected to generate more than $10 million of revenue in 2026 with about a 30% EBITDA margin, and roughly 70% of its sales from recurring subscriptions. TRNR now expects more than $30 million in 2026 pro forma revenue, a 50% increase to prior guidance, while emphasizing minimal upfront cash, equity locked up until May 2027, and earn-outs based mainly on 2026 and 2027 performance.

Interactive Strength Inc. reports that its accredited investor exercised additional Class A Incremental Warrants, resulting in new Class A Incremental Notes and related common stock warrants. On February 5, 2026, a note with $558,687 principal and warrants for 681,160 shares was issued, followed by a February 9, 2026 note with $131,313 principal and warrants for 160,099 shares. The notes are convertible into common stock at a base conversion price of $0.45111 per share, with an alternate conversion formula that includes a floor price of $0.08202. The Class A Incremental Common Warrants are exercisable at $0.69316 per share through 2033, subject to beneficial ownership caps of 4.99% or, at the investor’s option, 9.99%. These securities were issued as unregistered offerings under Section 4(a)(2) and Rule 506 of Regulation D.

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.

Interactive Strength Inc. reported that a major noteholder has converted a portion of its debt into equity. On January 16, 2026, TR Opportunities II LLC converted $1,574,867 of principal from an incremental senior secured convertible note into 2,110,901 shares of common stock. This reduced the outstanding principal on the note and increased the company’s share count. The company relied on a registration exemption under Section 3(a)(9), meaning the shares were issued in a private exchange with an existing security holder and no commissions were paid. After this conversion and other unregistered issuances, the company had 5,253,081 common shares outstanding as of January 16, 2026.

Interactive Strength Inc. reported several capital structure changes involving a key lender and an institutional investor. The company settled a make-whole obligation with Vertical Investors by issuing 16,875 shares of Series C Preferred Stock in lieu of a cash payment of $33,749.81, and further reduced a legacy loan by $156,202 through issuing 28,400 common shares at $5.50 per share, leaving $14,048 of principal outstanding.

The company also expanded its financing with an accredited investor through the exercise of warrants for a new Class A Incremental Note with principal of $1,153,000, convertible into common stock at a base price of $1.0254 per share and subject to an alternate conversion formula with a price floor of $0.196. In connection with this, the investor received Class A Incremental Common Warrants to purchase 618,442 common shares at an exercise price of $1.5756 per share, exercisable through January 6, 2033, with ownership capped at 4.99% or 9.99% of outstanding common stock.

Separately, the board approved the cancellation and retirement of 1,250,000 Series LTI Preferred shares previously granted to executives and directors, with holders surrendering all such shares for no consideration, returning them to authorized but unissued status.

Interactive Strength Inc. disclosed that an existing investor has exercised additional Class A incremental warrants, leading the company to issue a new senior secured convertible note with a principal amount of $260,000 maturing on December 17, 2026, plus new Class A incremental common warrants to buy 79,755 shares of common stock.

The note can be converted into common shares at a base conversion price of $1.793 per share, with an alternate conversion formula tied to market price and a floor of $0.326 per share. The new warrants are exercisable at $2.755 per share from December 17, 2025 through December 17, 2032, and conversions or exercises are limited so the investor generally cannot own more than 4.99% (or, at their option, 9.99%) of outstanding shares. Following recent unregistered issuances, the company reports 2,777,714 common shares outstanding as of December 17, 2025.

Interactive Strength Inc. reported a default and restructuring of token-linked convertible notes and a debt-for-equity exchange.

A decline in FET token prices caused an event of default on notes held by DWF. Under a Final Netting Agreement, the company will deliver 82,972,910 FET tokens that secured the defaulted notes and issue a new $4.5 million Remainder Note maturing in one year, which is convertible into common stock. Earlier netting with ATW generated approximately $18.9 million from token sales that satisfied $22.2 million of similar notes, with a $3.0 million unsecured remainder note issued.

The company also reduced a term loan from Vertical Investors by $632,500 by issuing 115,000 common shares at $5.50 per share, leaving $170,250 of principal outstanding. After these and other previously disclosed unregistered issuances, 2,709,336 common shares were outstanding as of December 11, 2025.

Interactive Strength Inc. (TRNR) has amended a key financing agreement by extending the maturity of a senior secured convertible note. The company previously exchanged a $3,100,000 Woodway promissory note for an Incremental Note in an aggregate principal amount of $2,174,866.67, cancelling an equivalent amount of Class B Incremental Warrants. That Exchange Note was originally due on January 30, 2026. Under Amendment No. 1, signed on November 24, 2025, the maturity date has been pushed back to September 26, 2027, giving the company a longer period before the note must be repaid or converted.

Interactive Strength Inc. (TRNR) announced a CFO transition. Michael J. Madigan notified the company of his resignation as Chief Financial Officer effective November 14, 2025, and did not express any disagreement on operations, policies, or practices.

The Board appointed Caleb Morgret as Chief Financial Officer, principal financial officer, and principal accounting officer effective November 15, 2025. Morgret brings over 20 years of finance experience across investment banking, life sciences, energy, and infrastructure finance, including CFO roles at Centenara Labs AG, Lucero Energy, and White Star Petroleum.

Under a letter agreement, Morgret will receive a $300,000 annual base salary and is eligible for a performance-based bonus of up to 50% of base salary. The company disclosed no family relationships or related party transactions regarding Morgret. An Offer of Employment dated October 28, 2025 was filed as Exhibit 10.1.

Interactive Strength Inc. entered a new financing step with an existing investor, who exercised Class A Incremental Warrants to buy a senior secured convertible note with $1,000,000 principal and received Class A Incremental Common Warrants for 142,857 shares of common stock. The new Class A Incremental Note matures on October 3, 2026 and is convertible into common stock at a base conversion price of $3.85 per share, with an alternate conversion formula tied to recent trading prices and a floor price of $0.6872 per share. The attached warrants are exercisable at $5.916 per share from October 3, 2025 through October 3, 2032. Conversions and exercises are limited so the investor generally cannot beneficially own more than 4.99% or, at its option, 9.99% of outstanding common stock, and prior stockholder approval covers up to 10,242,324 conversion shares and 684,647 warrant shares.

Interactive Strength Inc. held its annual stockholder meeting, where several key governance and capital-structure proposals were decided. Stockholders elected Class II director Aaron N.D. Weaver and ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2025. As of July 29, 2025, there were 1,519,418 common shares outstanding, with 700,271 shares represented at the meeting, constituting a quorum.

Stockholders rejected two Nasdaq-related proposals to approve potential issuances of 20% or more of outstanding common stock tied to Wattbike acquisition consideration and Series LTI preferred stock for executives. They approved giving the Board authority to execute one or more reverse stock splits within a range of 1-for-4 up to 1-for-100 within one year of the record date. An advisory vote approved named executive officer pay, and stockholders favored holding future say-on-pay votes every three years.

Interactive Strength Inc. amended its existing convertible financing and issued new debt and warrants to its accredited investor. The company entered a Global Note Amendment Agreement that restates prior Class A Incremental Notes into an Amended and Restated Senior Secured Convertible Note with revised conversion mechanics tied to Nasdaq closing prices and volume-weighted averages.

On September 18, 2025, the investor exercised Class A Incremental Warrants to purchase an additional $2,000,000 of Class A Incremental Notes, convertible at $3.85 per share and maturing on September 18, 2026. In connection with this, the investor received Class A Incremental Common Warrants to buy 285,714 shares at an exercise price of $5.916 per share, exercisable through September 18, 2032, subject to a 4.99% (or 9.99% at the investor’s option) beneficial ownership cap.

Interactive Strength Inc. filed an amendment to its prior current report about the acquisition of Wattbike (Holdings) Limited. This Form 8-K/A is limited to adding the required financial statements and pro forma financial information for the Wattbike transaction that were not included in the original July 1, 2025 report.

The company now provides Wattbike’s audited consolidated financial statements as of September 30, 2024 and 2023, along with related statements for those years. It also includes unaudited consolidated financial statements for Wattbike as of June 30, 2025 and September 30, 2024 for the nine months ended June 30, 2025, and unaudited pro forma combined financial information prepared under Article 11 of Regulation S-X. A consent from UHY LLP, Wattbike’s independent auditor, is also filed as an exhibit.

Interactive Strength Inc. disclosed that an accredited investor exercised additional Class A incremental warrants on August 26, 2025 to purchase senior secured convertible notes with an aggregate principal amount of $290,000. In connection with this exercise, the investor received Class A incremental common warrants to purchase 31,061 shares of common stock.

The new Class A incremental notes issued in this transaction mature on August 26, 2028 and are convertible into common stock at a conversion price of $5.135 per share, using a formula based on 110% of principal plus specified accrued amounts. The associated Class A incremental common warrants are exercisable at $7.89 per share from August 26, 2025 until August 26, 2032. Conversions and exercises are limited so the investor does not exceed 4.99% beneficial ownership of outstanding common stock, or 9.99% at the investor’s option.

Interactive Strength Inc. filed a current report to let investors know it has released its results of operations for the second quarter ended June 30, 2025. The company states that it issued a press release on August 14, 2025, and has attached this release as Exhibit 99.1.

The company explains that the press release and related information are being “furnished,” not “filed,” which means they are not subject to certain Exchange Act liabilities and will only be incorporated into other SEC documents if specifically referenced. Interactive Strength’s common stock trades on The Nasdaq Stock Market under the symbol TRNR.

Interactive Strength Inc. amended and settled multiple debt arrangements, converting portions of prior loan obligations into preferred and common equity and making a cash payment to satisfy a shortfall. The company issued 195,732 shares of Series C Preferred Stock and paid $649,207 in cash to satisfy a reported $1,040,671.41 Net Trade Value, leaving the lender with 1,405,887 Series C preferred shares.

The company also agreed to exchange 60,000 common shares to reduce outstanding loan principal by $330,000, bringing the reported loan balance to $753,119.63. Separately, a senior secured convertible note with a remaining principal of approximately $1.9 million had its conversion price amended from $25.70 to $5.50, with Conversion Shares to be issued under that amended term.

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.

Interactive Strength Inc. (Nasdaq: TRNR) filed an 8-K dated June 14, 2025 disclosing two main items:

1) Equity issuance (Item 3.02): The company issued 1,250,000 shares of Series LTI Convertible Preferred Stock to insiders — 1,100,000 shares to the four executive officers and 150,000 shares to three non-employee directors. The shares were privately placed under Section 4(a)(2) and therefore not registered. Specific conversion terms, voting rights, or preferences were not included in the filing.

2) Management changes & compensatory arrangements (Item 5.02): Co-founder Benjamin Bartlett (age 37) was appointed Chief Operating Officer and President. His compensation package includes a $350k base salary plus up to 50% annual bonus. The Compensation Committee also adjusted salaries/bonuses for other executives: CEO Trent Ward to $450k base with 75% bonus target; CFO Michael Madigan to $350k base with 50% bonus target; CTO Deepak Mulchandani to $375k base with 50% bonus target.

Investor takeaways:

• The preferred stock grants materially expand insider ownership and tie compensation to long-term equity value, but potential dilution for common shareholders cannot be measured without conversion details.
• The return of a co-founder to day-to-day operations signals an emphasis on operational execution as the company scales.
• No financial performance metrics, earnings data, or guidance were provided.