Interactive Strength, Inc. 8-K

What Happened

• Interactive Strength, Inc. filed a Certificate of Designation on March 5, 2026, creating three classes of Series D convertible preferred stock (Series D1, D2 and D3) to be issued in connection with the closing of its acquisition of Ergatta, Inc.
• The Company does not intend to list the Series D Preferred Stock on any exchange; holders will have no voting rights except as required by law or the Company’s charter.

Key Details

• Authorized and designated shares: 4,750,000 shares of Series D1, 1,000,000 shares of Series D2, and 500,000 shares of Series D3.
• Original Issue Price: $2.00 per share (adjustable for stock splits/dividends).
• Conversion schedule: Series D1 and D2 automatically convert into common stock on May 3, 2027; Series D3 converts on May 1, 2028 (conversion formulas and scaling factors set forth in the Certificate).
• If Nasdaq requires shareholder approval for conversion and such approval is not obtained by May 1, 2027, conversion will be limited to each holder’s Pro Rata Portion and any unconverted shares will be redeemed per the Certificate.
• Full terms are included in the Certificate of Designation (Exhibit 3.1 to the 8‑K).

Why It Matters

• These preferred shares are intended to be issued as part of the Ergatta acquisition consideration and will ultimately convert into common stock, which can increase the company’s outstanding shares and affect existing shareholders’ ownership percentages.
• Conversion mechanics, timing and potential redemption (if shareholder approval is not obtained when required) are specific and may impact dilution and capital structure; investors should review the Certificate of Designation for exact conversion formulas and conditions.