Interactive Strength, Inc. 8-K

What Happened

• Interactive Strength, Inc. (TRNR) filed an 8-K on January 5, 2026 disclosing a December 29, 2025 Exchange Agreement that reduced a portion of an investor-held promissory note by $225,000 in exchange for 150,000 shares of common stock issued at $1.50 per share. The Exchange reduced the investor’s New Note principal from $2,146,137.20 to $1,921,137.20.
• The filing also reports a December 30, 2025 exercise of Class A Incremental Warrants by an accredited investor to purchase a Class A Incremental Note with $222,000 principal (maturing December 30, 2026). That exercise resulted in issuance of Class A Incremental Common Warrants to purchase 93,277 shares of common stock.

Key Details

• Original Settlement Note: issued March 5, 2025 to Pillsbury Winthrop Shaw Pittman LLP; outstanding principal was $4,292,274.40 as of Nov 7, 2025. Seller sold $2,146,137.20 of that note to a buyer on Nov 7, 2025.
• Debt-for-equity exchange (Dec 29, 2025): $225,000 principal reduction → 150,000 shares issued at $1.50; resulting New Note principal = $1,921,137.20. Exchange Shares will not bear a restrictive legend under the Securities Act.
• Incremental note exercise (Dec 30, 2025): $222,000 Class A Incremental Note issued, maturing Dec 30, 2026; convertible into Common Stock at an effective conversion price of $1.309 per share (with a 110% multiplier in certain conversions). Investor received Class A Incremental Common Warrants exercisable at $2.011 per share through Dec 30, 2032 for 93,277 shares.
• Ownership cap: conversions/exercises are limited so Investor won’t beneficially own more than 4.99% (or, at Investor’s option, 9.99%) of outstanding common stock after giving effect to conversion/exercise.

Why It Matters

• The transaction reduced the company’s outstanding promoter/investor-held debt by $225,000 in exchange for equity, lowering cash obligations but increasing share count (150,000 shares issued).
• The December 30 incremental note and long‑dated warrants create potential future dilution: the convertible note has conversion mechanics that can increase the number of shares issued on conversion (110% factor and conversion-price provisions), and the warrants are exercisable through 2032 at $2.011. Both the note and warrants represent direct financial obligations and potential equity issuance that investors should monitor.
• Relevant near-term dates: Exchange Agreement executed Dec 29, 2025; Class A Incremental Note issued Dec 30, 2025 with maturity Dec 30, 2026. Investors should watch for future conversions, warrant exercises, and any further amendments that could affect dilution or the company’s debt profile.