Interactive Strength, Inc. 8-K

What Happened Interactive Strength, Inc. (TRNR) announced on July 7, 2026 that it entered into a Stock Purchase Agreement to acquire all issued and outstanding shares of STEPR, Inc. and to purchase newly issued STEPR shares in a simultaneous primary transaction. The agreement was filed on Form 8-K and the parties expect the closing in the fourth quarter of 2026, subject to customary conditions.

Key Details

• Transaction parties: Buyer Interactive Strength; Seller Parties include STEPR PTY LTD (ACN 660 939 079), Australian Fitness Supplies Pty Ltd (AFS), Hayden Thorneycroft, Daniel Alenaddaf and related parties.
• Cash and working capital: $1,500,000 initial cash contribution at closing (net of prior advances), repayment up to $1,200,000 to AFS for an existing shareholder loan, and up to $2,500,000 additional post-closing cash advances for working capital.
• Additional cash: On the first anniversary the Company will pay up to $1,000,000 in shareholder cash consideration (up to $500,000 to repay other shareholder loans and $500,000 distributed to designated parties).
• Secured note: Company will issue a secured promissory note with a maximum principal of $1,500,000 to permit advances to the Seller prior to closing; interest = Prime Rate (floor 6.75%) + 5.00% (capped at legal max).
• Equity consideration: At closing the Seller will receive $6,000,000 of Series F‑1, $10,500,000 of Series F‑2, and $2,500,000 of Series F‑3 Non‑Voting Convertible Preferred Stock (total $19,000,000) convertible into common stock under newly filed Certificates of Designation.
• Performance adjustments: F‑1, F‑2 and F‑3 equity values are subject to scaling factors tied to STEPR performance—F‑1 scaled by Year 1 EBITDA (July 1, 2026–June 30, 2027) capped at $4.0M, F‑2 scaled by Year 2 EBITDA (July 1, 2027–June 30, 2028) capped at $7.0M, and F‑3 based on a synergy-points framework; scaling factors range from 0.000 (F‑1 bottom may be 0.500) to 1.000.
• Governance, restrictions and protections: Agreement includes customary reps/warranties, covenants (including exclusivity, non‑competition/non‑solicit for certain parties, registration rights, and standstill/short‑selling restrictions), and indemnification. Seller indemnity cap equals amounts actually received (AFS repayment + shareholder cash + equity received); general rep/warranty deductible $189,000.
• Press release: Company furnished a press release announcing the agreement on July 7, 2026 (Exhibit 99.1).

Why It Matters This is a material acquisition and financing arrangement: Interactive Strength is committing cash, a secured note facility, and issuing $19M of newly designated convertible preferred stock, which can convert into common shares and may dilute existing shareholders if converted. A portion of the equity consideration is performance‑contingent, tying payout to STEPR’s future EBITDA and synergy metrics. Investors should note the timing (expected Q4 2026 close), additional near‑term cash commitments (up to $2.5M post‑close plus potential $1.5M advances), and the indemnity and other contractual protections and limits disclosed in the agreement.