8-K
Interactive Strength, Inc. (TRNR)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): November 24, 2025 |
|---|
INTERACTIVE STRENGTH INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-41610 | 82-1432916 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 1005 Congress Avenue, Suite 925 | ||
| Austin, Texas | 78701 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: 512 885-0035 | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, $0.0001 par value per share | TRNR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Incremental Note Maturity Date Extension
As previously disclosed, Interactive Strength Inc. (the “Company”) has the ability issue senior secured convertible notes (the “Incremental Notes”) in the aggregate principal amount of $20,000,000 pursuant to the exercise of Class B incremental warrants issued in January 2025 (the “Class B Incremental Warrants”).
As previously disclosed, the Company, prior to March 3, 2025, issued a senior secured convertible promissory note in an original principal amount of $3,100,000 (the “Woodway Note”) to Woodway USA, Inc.
As previously disclosed, on September 26, 2025, the Company entered into an exchange agreement (the “Exchange Agreement”) pursuant to which the holder of the Woodway Note as of such date and the Company exchanged the Woodway Note for an Incremental Note in an aggregate principal amount of $2,174,866.67 (the “Exchange Note”). Pursuant to the Exchange Agreement, Class B Incremental Warrants to acquire Incremental Notes in an aggregate principal amount of $2,174,866.67 were cancelled.
The maturity date of the Exchange Note upon issuance was January 30, 2026.
On November 24, 2025, the Company and the holder of the Exchange Note entered into Amendment No.1 to the Exchange Note (the “Exchange Note Amendment”) whereby the parties agreed to amend and restate the definition of the Exchange Note’s maturity date to be September 26, 2027.
The foregoing description of the Exchange Note Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Note Amendment, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 4.1 | Amendment No. 1 to Senior Secured Convertible Note of Interactive Strength Inc., dated November 24, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Interactive Strength Inc. | |||
|---|---|---|---|
| Date: | November 25, 2025 | By: | /s/ Caleb Morgret |
| Chief Financial Officer<br>(Principal Officer and Principal Accounting Officer) |
EX-4.1
Exhibit 4.1
AMENDMENT NO. 1
TO
SENIOR SECURED CONVERTIBLE NOTE
OF
INTERACTIVE STRENGTH INC.
This AMENDMENT NO.1 (this “Amendment”) TO SENIOR SECURED CONVERTIBLE NOTE (the “Note”) of INTERACTIVE STRENGTH INC., a Delaware corporation (the “Company”), issued by the Company on September 26, 2025 in the principal amount of Two Million One Hundred Seventy Four Thousand Eight Hundred Sixty Six Dollars and Sixty Seven Cents ($2,174,866.67), is entered into by and between the Company and TR OPPORTUNITIES II LLC, a Delaware limited liability company (the “Holder”) and shall be effective as of November 24, 2025 (the “Effective Date”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Note.
WITNESSETH:
WHEREAS, the Company wishes to amend the definition of “Maturity Date” in the Note to be September 26, 2027;
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, it is mutually agreed by and between the parties hereto as follows:
- The definition of “Maturity Date” set forth in Section 33(mm) is hereby amended and restated in its entirety to read as follows:
“”Maturity Date” shall mean September 26, 2027.
On or prior to 9:30 a.m. Eastern Time on the first (1st) Business Day after the Effective Date, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching all the material documents executed in connection herewith (including, without limitation, this Agreement (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to the Holder by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated hereby. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of its affiliates, on the other hand, shall terminate.
This Amendment is effective as of the Effective Date and as of such date, (i) this Amendment shall be a part of the Note and (ii) each reference in the Note, Exchange Agreement or other document entered into in connection with the Note to “this Note”, “hereof”, “hereunder”, or words of like import, shall mean and be a reference to the Note as amended hereby. As used herein, “Exchange Agreement” shall mean that certain Exchange Agreement, dated as of September 26, 2025, by and between, inter alia, the Company and the Holder.
Except as expressly amended hereby, the Note shall remain unmodified and in full force and effect and are hereby ratified and confirmed by the parties hereto.
This Amendment is not intended to serve as, and shall not be construed by operation of law or otherwise, as a novation of the Note.
(a) This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement to be drafted.
(b) This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Executed counterparts may be delivered via facsimile or other means of electronic transmission.
(c) This Amendment shall be binding upon and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
[Signature Page Follows]
WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective duly authorized representatives, as of the date set forth below.
INTERACTIVE STRENGTH, INC.
By: /s/ Trent Ward_________________________
Name: Trent Ward
Title: CEO
ACCEPTED AND AGREED:
HOLDER: TR OPPORTUNITIES II LLC
By: /s/ Antonio Ruiz-Gimenez _____________________ Date: November 24, 2025
Name: Antonio Ruiz-Gimenez
Title: Managing Partner