Interactive Strength Inc. SEC Filings

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. filed an amended S-3 shelf registration describing its business risks, capital structure terms and a strategic allocation to the Fetch.ai ecosystem (FET/ASI). The filing discloses a post-merger unified FET supply of approximately 2.714 billion tokens with a circulating supply of ~2.37 billion (≈87.3%). It reports one burn of 5 million FET (~$6.5 million) and announced future burns up to 100 million. 109,534,770 FET (4.04% of max supply) are locked with an unlocking schedule not completed until December 28, 2050. The company intends to hold FET as a long-term treasury asset, may pursue staking for yield, and custodies digital assets with BitGo using multi-signature wallets and insurance coverage of $250 million. The filing also details preferred stock conversion mechanics, dividend rates, debt/warrant/rights/unit offering parameters, and business risk factors including limited operating history and concentration of revenue in Forme Studio/Forme Lift equipment.

Interactive Strength Inc. is calling a 2025 annual shareholder meeting on September 26, 2025 to vote on governance, capital structure, and compensation matters. Stockholders will elect one Class II director, ratify Deloitte & Touche LLP as auditor, and consider authorizing the potential issuance of 20% or more of common stock upon conversion of Series E preferred stock and related earn-out shares, and separately upon conversion of Series LTI preferred stock under executive and director employment agreements. The board is also asking for authority to implement one or more reverse stock splits within a 1-for-4 to 1-for-100 range, plus advisory say-on-pay and say-on-pay frequency votes and the ability to adjourn the meeting to solicit more proxies. As of July 29, 2025, 1,519,418 shares of common stock were outstanding and entitled to vote.

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. will hold its 2025 Annual Meeting on September 26, 2025 to consider eight proposals including the election of one Class II director, ratification of Deloitte & Touche LLP as auditor, shareholder approval for potential issuances of 20% or more of the Company’s common stock upon conversion of Series E and LTI convertible preferred stock (including earn-out shares related to the Wattbike purchase agreement), and a request to authorize the Board to implement one or more reverse stock splits at ratios from 1-for-4 up to 1-for-100. The Board recommends a vote FOR all listed proposals and also seeks non-binding advisory approval of named executive officer compensation and the frequency of future advisory votes. The record date for voting is July 29, 2025 and there were 1,519,418 shares outstanding on that date. The meeting materials and annual report are available at the Company’s website.

Interactive Strength Inc. (Nasdaq: TRNR) has filed Amendment No. 1 to its Form S-3 shelf, seeking authority to issue up to $250 million of common or preferred stock, debt, warrants, rights and/or units. Because the company’s public float is only $14.2 million, sales of common stock are capped at one-third of that float in any 12-month period under Form S-3, limiting primary equity raises to roughly $4.7 million until float exceeds $75 million.

The filing updates recent corporate actions: a 1-for-10 reverse split effective 26 Jun 2025 (shares outstanding now 1.52 million), the February 2024 acquisition of CLMBR and 1 Jul 2025 acquisition of Wattbike, and issuance on 10 Jun 2025 of $55.6 million senior secured convertible exchangeable notes whose proceeds funded a $47.25 million purchase of FET (ASI) tokens. Total revenue was $5.4 million in 2024 versus a $(34.9) million net loss; Q1 2025 revenue and loss not disclosed here. Multiple other convertible notes ($6 million Feb 2024; $3.3 million Jan 2025; $4 million Mar 2025; $3 million Jul 2025) and five series of preferred stock remain outstanding. Risk factors stress extreme token volatility, regulatory uncertainty, dilution from convertibles and limited operating history.