Interactive Strength, Inc. 8-K

What Happened Interactive Strength Inc. announced that on January 16, 2026 it issued 2,110,901 shares of common stock in connection with the conversion of $1,574,867 of principal under an incremental senior secured convertible promissory note. The original $6,000,000 senior secured convertible note (entered Feb 1, 2024) was amended, acquired by TR Opportunities II LLC on March 3, 2025, and exchanged on September 26, 2025 for an incremental note with an aggregate principal of $2,174,866.67.

Key Details

• Conversion date: January 16, 2026.
• Shares issued: 2,110,901 common shares.
• Debt converted: $1,574,867 of the Incremental Note (aggregate Incremental Note principal: $2,174,866.67).
• Transaction exemption: Issuance relied on Section 3(a)(9) of the Securities Act (exchange with existing holders); no solicitation fees paid.
• Shares outstanding after issuances (including other unregistered issuances): 5,253,081 as of January 16, 2026.

Why It Matters The company reduced its outstanding convertible debt by about $1.57 million by issuing new common shares, which dilutes existing shareholders but lowers the company’s debt burden. The shares were issued in an unregistered exchange with an existing creditor under Section 3(a)(9), meaning they are not registered with the SEC. Investors should note the updated share count (5.25 million) when evaluating per-share metrics and potential dilution.