Interactive Strength, Inc. 8-K

What Happened

• Interactive Strength, Inc. (TRNR) filed an 8-K on Jan 7, 2026 disclosing settlement and exchange agreements with its lender, Vertical Investors, LLC, dated December 31, 2025, that materially reduced outstanding loan obligations through equity issuances and conversions. The Company issued 16,875 shares of Series C Preferred Stock to satisfy a $33,749.81 shortfall (Net Trade Value) and issued 28,400 shares of Common Stock to reduce loan principal by $156,202. After those actions the outstanding loan principal was reduced to $14,048.
• Separately, an accredited investor exercised incremental warrants on Jan 6, 2026 to purchase a Class A Incremental Note for $1,153,000, resulting in issuance of 618,442 Class A Incremental Common Warrants. That Class A Incremental Note matures Jan 6, 2027 and is convertible into Common Stock under specified conversion formulas; the related warrants are exercisable at $1.5756 per share through Jan 6, 2033.
• The Company also disclosed a Board-approved cancellation (effective Dec 31, 2025) of 1,250,000 shares of Series LTI Convertible Preferred Stock previously issued to executives and directors; the holders surrendered those shares for no consideration and the shares were restored to authorized but unissued status.

Key Details

• Total Loan Exchanged Amount (through Dec 30, 2025): ≈ $7,798,728; Net Trade Value: $33,749.81. Settlement paid by issuing 16,875 Series C Preferred Shares.
• Exchange Agreement (Dec 31, 2025): $156,202 of loan principal converted into 28,400 common shares at $5.50 per share; remaining loan principal after the exchange: $14,048.
• Incremental financing (Jan 6, 2026): $1,153,000 Class A Incremental Note issued; 618,442 Class A Incremental Common Warrants issued (exercise price $1.5756; exercisable through Jan 6, 2033). Note conversion mechanics include a base conversion price of $1.0254 and alternate conversion provisions; beneficial ownership caps of 4.99% (or 9.99% at investor option) apply.
• LTI Preferred Stock cancellation: 1,250,000 LTI shares surrendered and cancelled on Dec 31, 2025 for no consideration.

Why It Matters

• Debt reduction: The transactions materially lower the company’s secured loan balance—reducing cash obligations—but were achieved largely through equity issuances, not cash payments.
• Potential dilution: Issuance of preferred shares, new common shares, convertible note conversion rights and a large number of warrants create potential future dilution for common shareholders if converted/exercised.
• Near-term obligations: The new Class A Incremental Note ($1.153M) carries a one-year maturity (Jan 6, 2027) and conversion/exercise features that investors should monitor for future share issuance or changes in capital structure.
• Corporate governance note: Cancellation of the LTI preferred shares returned those shares to authorized but unissued status and removed those preferred holders’ rights without payment, which is a material change previously disclosed.

(Report filed on Form 8-K by Interactive Strength, Inc., accession no. 0001193125-26-006397, dated Jan 7, 2026.)