Interactive Strength Inc. Reports Exchange of Securities for 205,000 Common Shares

What Happened

• Interactive Strength, Inc. (TRNR) announced in an 8-K filed August 14, 2026, that on August 10 and August 12, 2026 it entered into exchange agreements with holders of Series A Convertible Preferred Stock and promissory notes to issue a total of 205,000 shares of Common Stock.
• Transactions included: DWF Ventures, Ltd exchanging $537,000 of a Remainder Note for 150,000 shares at $3.58/share (leaving $4,319,548 principal remaining); THLWY LLC exchanging 25,560 Series A Preferred for 15,000 shares at $3.42/share; two other holders each exchanging 12,825 Series A Preferred for 7,500 shares at $3.42/share; and Woodway (USA) Inc. exchanging $85,500 of a promissory note for 25,000 shares at $3.42/share (leaving $1,875,087 principal remaining).
• Following these and other unregistered issuances, the company reported 1,619,702 shares of Common Stock outstanding. The exchanges were effected pursuant to Section 3(a)(9) of the Securities Act and the issued shares are restricted.

Key Details

• Total Exchange Shares issued: 205,000 common shares (Aug 10 & Aug 12, 2026).
• Exchange prices: $3.58/share (DWF transaction) and $3.42/share (other exchanges).
• Debt/pref reductions: $537,000 of one note and $85,500 of another note converted; multiple Series A preferred holdings converted to common.
• Post-issuance common shares outstanding: 1,619,702; Exchange Shares bear restrictive legends and transactions relied on Section 3(a)(9).

Why It Matters

• These exchanges convert preferred stock and some promissory note principal into common equity, reducing certain outstanding liabilities and preferred holdings without cash changing hands.
• The issuance increases the company's common share count (reported at 1,619,702 after the exchanges), which is relevant to ownership percentages and per-share metrics for existing and prospective investors.
• Shares were issued to existing security holders and are restricted; the company relied on a narrow registration exemption (Section 3(a)(9)), so no public registration was required.
• Investors should note the specific exchange prices and remaining note balances disclosed, as they affect the company’s capital structure and potential future dilution.