8-K - TRNR - Equibles

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): August 05, 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.

Settlement Agreement

As previously disclosed, on February 1, 2024, Interactive Strength Inc. (the "Company") entered into a Credit Agreement (the “Credit Agreement”) with Vertical Investors, LLC (the “Lender”), pursuant to which the Company received a term loan from the Lender in the original principal amount of $7,968,977.74 (the “Loan”). As previously disclosed, on March 29, 2024, the Company issued to the Lender 1,500,000 shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), upon the conversion of $3.0 million of the Loan.

As previously disclosed, on April 24, 2024, the Company entered into a Loan Modification Agreement (the “Modification Agreement”) with the Lender, for which the principal amount of the Loan was reduced by $3.0 million.

As previously disclosed, on April 24, 2024, the Company entered into a Loan Restoration Agreement (the “Restoration Agreement”) with the Lender. Pursuant to the Restoration Agreement, in the event the aggregate amount of funds received by Lender (net of all commissions, transfer fees or other transaction fees of any kind and taxes paid or payable as a result thereof) arising out of the disposition of the Preferred Stock, the disposition of the shares of Common Stock issued pursuant to the exchange agreements entered into by and between the Company and the Lender prior to September 30, 2024, the disposition of the shares of Common Stock issued pursuant to all exchange agreements entered into by and between the Borrower and the Lender after September 30, 2024, the disposition of the shares of Common Stock issuable upon conversion of the Preferred Stock, if such Preferred Stock is converted to Common Stock by Lender, or the disposition of any other securities of the Borrower issued to the Lender as a result of its holding the Preferred Stock (the aggregate amount of funds, the “Net Trade Value”) received by the Lender on or before December 31, 2025 is less than the total amount of Loan principal which has been exchanged for preferred stock or common stock of the Company plus interest (the “Total Loan Exchanged Amount”), within ten (10) business days of written demand therefor, Borrower shall pay to Lender via wire transfer in immediately available funds the amount that is equal to (i) Total Loan Exchanged Amount, less (ii) the Net Trade Value.”

As of July 8, 2025 (the date through which the Net Trade Value was calculated), the Total Loan Exchanged Amount was approximately $7.2 million and the Net Trade Value was $1,040,671.41.

On August 5, 2025, the Company and the Lender entered into a Settlement Agreement (the “Settlement Agreement”), pursuant to which the Company made a payment of $649,207 in cash and issued 195,732 shares (the “Series C Preferred Shares”) of the Company’s Series C Preferred Stock, par value $0.0001 per share (“Series C Preferred Stock”), to the Lender as payment of the $1,040,671.41 Net Trade Value.

Following the issuance of the Series C Preferred Shares, the Lender owned 1,405,887 shares of Series C Preferred Stock.

Exchange Agreement

As previously disclosed, on different dates during September, October and November 2024, the Company and the Lender entered into certain Exchange Agreements and Exchange and Settlement Agreement, pursuant to which the Lender was issued 7,440 shares of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”) and 2,861,128 shares of Series C Preferred Stock in exchange for 1,559,668 shares of Series A Preferred Stock owned by the Lender and reducing the principal amount of the Loan by $3,968,977.74.

As of July 31, 2025, the outstanding principal amount of the Loan was $1,083,119.63 (the “Loan Amount”).

On August 8, 2025, the Company and the Lender entered into a new Exchange Agreement (the “Exchange Agreement”). Pursuant to the Exchange Agreement, the Company and Lender agreed to reduce the Loan Amount by $330,000 in exchange for the issuance of 60,000 shares of Common Stock (the “Exchange Shares”) to the Lender at a price per Exchange Share of $5.50 (a price per share higher than the $4.21 Nasdaq Official Closing Price of August 7, 2025). The Exchange Shares will not contain a restrictive legend under the Securities Act of 1933. As a result of this transaction, the outstanding principal amount of the Loan is $753,119.63.

Conversion Price

As previously disclosed, on February 1, 2024, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with CLMBR Holdings LLC ("CLMBR" and collectively with the Company, the “Borrower”), and Treadway Holdings LLC (“Treadway”) pursuant to which the Company sold, and Treadway purchased, a Senior Secured Convertible Promissory Note (the “Original Note”) in the aggregate principal amount of $6,000,000, which is convertible into shares of Common Stock. The Original Note was thereafter amended and restated in its entirety (the “Amended and Restated Note”).

As previously disclosed, as of March 3, 2025, the Amended and Restated Note had a conversion price of $25.70 and, on that date, the Amended and Restated Note was bought by TR Opportunities II LLC (the “Current Holder”).

As of August 8, 2025, the Amended and Restated Note had a principal amount of approximately $1.9 million. On that date, the Company, CLMBR, and the Current Holder entered into a Letter Agreement (the “Letter Agreement”) that amends Section 3(a) of the Amended and Restated Note to lower its conversion price to $5.50 (a premium to the closing price of the Common Stock on August 7, 2025). The shares of Common Stock to be issued pursuant to conversions of the Amended and Restated Note are referred to herein as “Conversion Shares.”

The foregoing descriptions of the Settlement Agreement, Exchange Agreement and Letter Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full texts of the Settlement Agreement, Exchange Agreement and Letter Agreement, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Series C Preferred Shares, the Exchange Shares and the Conversion Shares is incorporated by reference into this Item 3.02.

The issuance of the Series C Preferred Shares was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2).

The issuance of the Exchange Shares of the Company’s Common Stock in exchange for a reduction in the Loan Amount was made by the Company pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) of such act on the basis that these offers constituted an exchange with existing holders of the Company’s securities, and no commission or other remuneration was paid to any party for soliciting such exchange.

The Conversion Shares will be issued pursuant to an exemption from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	August 2025 Settlement Agreement, dated as of August 5, 2025, by and between Interactive Strength Inc. and Vertical Investors, LLC
10.2	Exchange Agreement, dated as of August 8, 2025, by and between Interactive Strength Inc. and Vertical Investors, LLC
10.3	Letter Agreement, dated August 8, 2025, by and among Interactive Strength Inc., CLMBR Holdings LLC, and TR Opportunities II LLC
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:	August 8, 2025	By:	/s/ Michael J. Madigan
			Chief Financial Officer<br>(Principal Financial Officer and Principal Accounting Officer)

EX-10.1

Exhibit 10.1

AUGUST 2025 SETTLEMENT AGREEMENT

THIS AUGUST 2025 SETTLEMENT AGREEMENT (this “Agreement”) is dated as of August 5, 2025 (the “Effective Date”), by and between Interactive Strength Inc., a Delaware corporation (the “Company”) and Vertical Investors, LLC, a Mississippi limited liability company (“Vertical” and together with the Company, the “Parties”).

WHEREAS, on April 24, 2024, the Company and Vertical entered into that certain Loan Modification Agreement (the “Loan Modification Agreement”), pursuant to which Vertical was issued 1,500,000 shares of the Company’s Series A Preferred Stock;

WHEREAS, on April 24, 2024, the Company and Vertical entered into that certain Loss Restoration Agreement (as subsequently amended and modified, the “Loss Restoration Agreement”);

WHEREAS, the Company has authorized and designated a Series C Preferred Stock (the “Series C”) pursuant to the terms of a Certificate of Designation in respect of thereof (the “Series C COD”) which provides for each share of Series C to have an original issue price of $2.00 (the “Original Issue Price”);

WHEREAS, the Company and Vertical are parties to that certain Credit Agreement, dated as of February 1, 2024, as modified by the Loan Modification Agreement (as amended heretofore, herein and hereafter, collectively, the “Credit Agreement”) and

WHEREAS, the Company and Vertical have agreed to issue certain “Series C Preferred Shares” in exchange for payment owed under the terms and conditions of Section 2 of the Loss Restoration Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Settlement. Effective as of the Effective Date, in settlement of the amount owed to Vertical under the terms and conditions of Section 2 of the Loss Restoration Agreement, based upon the Net Trade Value (as defined in the Loss Restoration Agreement) of $1,040,671.41, as of July 8, 2025, the Company shall make a payment of $649,207 in cash and issue 195,732 Series C Preferred Shares. In connection with the foregoing, the Company and Vertical shall direct the Company’s transfer agent to issue to Vertical the Series C Preferred Shares. In addition, Vertical shall repay the amounts drawn on the Stephens Letter of Credit and cancel the remaining Letter of Credit availability, subject to agreed upon terms
Representations and Warranties of the Company. The Company hereby represents and warrants to Vertical that:
the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware;
all corporate action on the part of the Company necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations hereunder, have been taken on or prior to the date hereof. This Agreement has been validly authorized, executed and delivered by the Company, and constitutes the legal, valid and binding obligations of the Company, enforceable against them in accordance with their terms, except as such enforceability may be limited by general principles of equity or by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies; and
the Series C Preferred Shares issued in accordance herewith have been duly authorized and validly issued and are fully paid and non-assessable.
Representations and Warranties of Vertical. Vertical hereby represents and warrants to the Company that:
Vertical is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Mississippi;
all actions on the part of Vertical necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations hereunder, have been taken on or prior to the date hereof; this Agreement is validly authorized, executed and delivered by Vertical and constitutes the legal, valid and binding obligations of Vertical, enforceable against Vertical in accordance with its terms, except as such enforcement may be limited by general principles of equity or by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies;
Vertical is acquiring the Series C Preferred Shares for its own account only and not with view towards, or for sale in connection with, the public sale or distribution thereof;
Vertical is an “accredited investor” as that term is defined in Rule 501 of Regulation D, as promulgated under the Securities Act;
Vertical understands that until such time as the Series C Preferred Shares have been registered under the Securities Act of 1933 or may be sold pursuant to Rule 144 or Regulation S or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Series C Preferred Shares may bear a restrictive legend;
Vertical and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and issuance of the Series C Preferred Shares; Vertical has had the opportunity to review the Company’s filings with the Securities and Exchange Commission; Vertical and its advisors, if any, have been afforded the opportunity to ask questions of the Company; neither such inquiries nor any other due diligence investigations conducted by Vertical or its advisors, if any, or its representatives shall modify, amend or affect Vertical’s right to rely on the Company’s representations and warranties contained herein; Vertical has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to
its acquisition of the Series C Preferred Shares; Vertical is relying solely on its own accounting, legal and tax advisors, and not on any statements of the Company or any of its agents or representatives, for such accounting, legal and tax advice with respect to its acquisition of the Series C Preferred Shares and the transactions contemplated by this Agreement;
Vertical understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Series C Preferred Shares or the fairness or suitability of the investment nor have such authorities passed upon or endorsed the merits of the offering of the Series C Preferred Shares; and
Vertical understands and acknowledges that, upon its execution of this Agreement, any and all due and owing to it under Section 2 of the Loss Restoration Agreement will be automatically extinguished, without further action on the part of the Company or Vertical except as otherwise set forth herein, and Vertical releases the Company from any and all obligations of the Company to Vertical under the Liability owed to it; without limiting the generality of the preceding sentence, Vertical hereby surrenders and waives all rights that it has in respect of all of its owed Liability.
Additional Covenants. Notwithstanding anything herein or in the Loan Modification Agreement, the Loss Restoration Agreement, or any other agreement between the Company and Vertical, so long as Vertical is a holder of Series C Preferred Shares, the Company shall not (i) incur any indebtedness, or (ii) issue any preferred securities or other securities with a liquidation or conversion preference with superiority over Series C Preferred Shares, unless, in each case, Vertical’s prior written consent is first obtained.
Miscellaneous.
Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without giving effect to principles of conflicts of law.
Entire Agreement. This Agreement contains the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements or understandings between the Parties with respect thereto.
Successors. This Agreement will inure to the benefit of any successor in interest to a party or any person that after the date hereof may acquire any subsidiary or division of a party.
Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which will constitute the same agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year set forth above.

INTERACTIVE STRENGTH INC.

By: /s/ Trent Ward_____________________

Name: Trent Ward

Title: Chief Executive Officer

VERTICAL INVESTORS, LLC

By: Addicus Private Equity, LLC, its Manager

By: /s/ Stephen Miles____________________

Name: Stephen Miles

Title: Manager

EX-10.2

Exhibit 10.2

EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT, is dated as of August 8, 2025 (this “Agreement”), by and between Interactive Strength Inc., a Delaware corporation (the “Borrower”) and Vertical Investors, LLC, a Mississippi limited liability company (“Lender” and together with the Borrower, the “Parties”).

WHEREAS, Borrower and Lender are parties to that certain Credit Agreement dated as of February 1, 2024 (as amended heretofore, herein and hereafter, collectively, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings ascribed in the Credit Agreement), pursuant to which, among other things, Lender originally made available to Borrower a term loan in the original principal amount of $7,968,977.74 (as amended, extended, modified, restated, renewed or otherwise changed, the “Loan”, and the promissory note in connection with the Loan, the “Note”);

WHEREAS, on April 24, 2024, the Parties entered into that certain Loan Modification Agreement (the “Loan Modification Agreement”), pursuant to which Lender was issued 1,500,000 shares of the Borrower’s Series A Preferred Stock, in exchange for which the principal amount of the Loan was reduced by $3,000,000.

WHEREAS, on different dates during September, October and November 2024, the Parties entered into certain Exchange Agreements and Exchange and Settlement Agreement (the “Exchange Agreements”), pursuant to which Lender was issued 4,318,495 shares of the Borrower’s Common Stock and 2,861,128 shares of the Borrower’s Series C Preferred Stock in exchange for the 1,559,668 shares of the Borrower’s Series A Preferred Stock owned by Lender and for which the principal amount of the Loan was reduced by $3,968,977.74.

WHEREAS, as of July 31, 2025, the outstanding principal amount of the Loan is $1,083,119.63 (the “Loan Amount”); and

WHEREAS, the Parties have agreed to reduce the Loan Amount by three hundred and thirty thousand dollars ($330,000) via the exchange, by Lender, pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), of the Note with a principal amount of the Loan Amount for sixty thousand (60,000) shares (the “Exchange Shares”) of the Borrower’s Common Stock, par value $0.0001 per share (the “Common Stock”), for a price per Exchange Share of $5.50.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Exchange. Effective as of the date hereof, in exchange for the Note with a principal amount of the Loan Amount, the Borrower shall instruct its transfer agent to issue the Exchange Shares to Lender with such Exchange Shares not containing a Securities Act restrictive legend. Subsequently, the Borrower shall issue to Lender a new Note with a principal amount of $753,119.63.
Representations and Warranties of the Borrower. The Borrower hereby represents and warrants to Lender that:
the Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware;
all corporate action on the part of the Borrower necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations hereunder, have been taken on or prior to the date hereof. This Agreement has been validly authorized, executed and delivered by the Borrower, and constitutes the legal, valid and binding obligations of the Borrower, enforceable against them in accordance with their terms, except as such enforceability may be limited by general principles of equity or by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies; and
the Exchange Shares to be issued in accordance herewith have been duly authorized and, upon issuance, will be validly issued and fully paid and non-assessable.
Representations and Warranties of Lender. Lender hereby represents and warrants to the Borrower that:
Lender is a legal person duly organized, validly existing and in good standing under the laws of its jurisdiction of its organization;
all actions on the part of Lender necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations hereunder, have been taken on or prior to the date hereof; this Agreement is validly authorized, executed and delivered by Lender and constitutes the legal, valid and binding obligations of Lender, enforceable against Lender in accordance with its terms, except as such enforcement may be limited by general principles of equity or by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies;
Lender is acquiring the Exchange Shares for its own account only and not with view towards, or for sale in connection with, the public sale or distribution thereof;
Lender is an “accredited investor” as that term is defined in Rule 501 of Regulation D, as promulgated under the Securities Act;
Lender and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Borrower and materials relating to the offer and issuance of the Exchange Shares; Lender has had the opportunity to review the Borrower’s filings with the Securities and Exchange Commission (the “Commission”); Lender and its advisors, if any, have been afforded the opportunity to ask questions of the Borrower; neither such inquiries nor any other due diligence investigations conducted by Lender or its advisors, if any, or its representatives shall modify, amend or affect Lender’s right to rely on the Borrower’s representations and warranties contained herein; Lender has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its
acquisition of the Exchange Shares; Lender is relying solely on its own accounting, legal and tax advisors, and not on any statements of the Borrower or any of its agents or representatives, for such accounting, legal and tax advice with respect to its acquisition of the Exchange Shares and the transactions contemplated by this Agreement;
Lender understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Exchange Shares or the fairness or suitability of the investment nor have such authorities passed upon or endorsed the merits of the offering of the Exchange Shares; and
Additional Acknowledgments. The Parties confirm that the Borrower has not received any consideration for the transactions contemplated by this Agreement. Pursuant to Rule 144 promulgated by the Commission pursuant to the Securities Act, as amended, and the rules and regulations promulgated thereunder, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as Rule 144, the holding period of the Exchange Shares tacks back to the issuance date of the Note. The Borrower hereby confirms that Lender currently is not and will not be upon closing of this Agreement (individually or together as a group) deemed an “affiliate” as defined in Rule 144. The Borrower agrees not to take a position contrary to this paragraph.
Miscellaneous.
Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without giving effect to principles of conflicts of law.
Entire Agreement. This Agreement contains the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements or understandings between the Parties with respect thereto.
Successors. This Agreement will inure to the benefit of any successor in interest to a party or any person that after the date hereof may acquire any subsidiary or division of a party.
Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which will constitute the same agreement.

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Exhibit 10.2

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year set forth above.

INTERACTIVE STRENGTH INC.

By: /s/ Trent Ward_____________________

Name: Trent Ward

Title: CEO

VERTICAL INVESTORS, LLC

by: Addicus Private Equity, LLC, its Manager

By: /s/ Andrew B. Adams________________

Name: Andrew B. Adams

Title: Manager

EX-10.3

Exhibit 10.3

August 8, 2025

Re: Note Purchase Agreement

WHEREAS, this letter agreement (the “Letter Agreement”) is entered into in connection with that certain Note Purchase Agreement, dated as of February 1, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”; capitalized terms used herein that are undefined shall have the meaning given thereto in the Note Purchase Agreement), by and among Interactive Strength Inc., a Delaware corporation (“TRNR”), CLMBR Holdings LLC, a Delaware limited liability company (“CLMBR” and collectively with TRNR, the “Borrower”) and Woodway USA, Inc., a Wisconsin corporation (“Woodway”);

WHEREAS, the Note Purchase Agreement was originally entered into with Treadway Holdings LLC (the “Original Lender”);

WHEREAS, pursuant to the Note Purchase Agreement, the Borrower issued an amended and restated senior secured convertible promissory note to the Original Lender;

WHEREAS, in November 2024, an amended and restated senior secured convertible promissory note with a principal amount of $4 million (the “A&R Convertible Note”) was issued to the Original Lender;

WHEREAS, the Note Purchase Agreement was previously amended pursuant to letter agreements dated as of November 11, 2024, December 15, 2024, and January 14, 2025;

WHEREAS, on January 14, 2025, the Original Lender sold the A&R Convertible Note to Woodway;

WHEREAS, on March 3, 2025, Woodway sold the A&R Convertible Note to TR Opportunities II LLC, a Delaware limited liability company (the “Purchaser”);

WHEREAS, the principal amount of the A&R Convertible Note as of August 8, 2025 is $1.9 million; and

WHEREAS, the Borrower and the Purchaser desire to amend the A&R Convertible Note to lower the conversion price in Section 3(a) thereof.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, each of the Borrower and the Purchaser agree as follows.

Section 3(a) of the A&R Convertible Note is hereby amended and restated in its entirety as follows:

“(a) Option to Convert. The Holder shall have the right, but not the obligation to elect to convert this Note, at any time, in whole or in part as set forth herein. This Note shall be convertible into that number of shares of common stock, par value $0.0001 per share of TRNR (the “Common Stock”) equal to the quotient resulting by dividing the outstanding principal balance of the Notes to be converted by the Conversion Price (any such shares upon conversion, the “Conversion Shares”). Each of the Borrower and the Holder agree that for purposes of this Note the “Conversion Price” shall mean $5.50 per share.”

Except as expressly provided herein, the Note Purchase Agreement and the other Note Documents shall remain unmodified and in full force and effect. Except as expressly set forth herein, this Letter Agreement shall not be deemed (a) to be a waiver of, or consent to, a modification or amendment of, any other term or condition of the Note Purchase Agreement or any other Note Document, (b) to prejudice any other right or rights which the

Exhibit 10.3

Purchaser may now have or may have in the future under or in connection with the Note Purchase Agreement or any other Note Document or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or otherwise modified from time to time, (c) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Note Parties or any other Person with respect to any waiver, amendment, modification or any other change to the Note Purchase Agreement or any other Note Document or any rights or remedies arising in favor of the Purchaser under or with respect to any such documents or (d) to be a waiver of, or consent to or a modification or amendment of, any other term or condition of any other agreement by and among the Note Parties, on the one hand, and the Purchaser, on the other hand.

Each of TRNR and CLMBR hereby (a) acknowledges and agrees that all of its Obligations under the Note Purchase Agreement and the other Note Documents are reaffirmed and remain in full force and effect on a continuous basis, (b) reaffirms each Lien granted by it to the Purchaser, (c) acknowledges and agrees that the grants of security interests by it pursuant to any Note Document shall remain, in full force and effect after giving effect to this Letter Agreement, and (d) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance when due and payable (whether at the stated maturity, by acceleration or otherwise) of the Obligations. Nothing contained in this Letter Agreement shall be construed as substitution or novation of the Obligations outstanding under the Note Purchase Agreement or the other Note Documents, which shall remain in full force and effect. The terms and provisions of the Note Purchase Agreement are reaffirmed, ratified and confirmed and shall continue in full force and effect.
This Letter Agreement constitutes a Note Document, and any breach of any covenant or obligation set forth herein shall constitute an Event of Default under the Note Purchase Agreement.
In consideration of the agreements of the Purchaser contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of TRNR and CLMBR, on behalf of itself and its past, present and future Subsidiaries, successors, assigns, managers, members, officers, directors, agents, employees, professionals and other representatives (solely in their capacity as such and not in any other capacity) (the “Releasing Parties,” and each, a “Releasing Party”), hereby absolutely, unconditionally, and irrevocably releases, remises, and forever discharges the Purchaser and each of its respective past, present and future stockholders, members, partners, managers, principals, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, professionals, agents, and other representatives, and their respective successors and assigns (the “Released Parties,” and each, a “Released Party”) of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages, and any and all other claims, counterclaims, defenses, rights of set off, demands, and liabilities whatsoever (each, individually, a “Claim,” and collectively, “Claims”) of every kind and nature, known or unknown, at law or in equity, fixed or contingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Released Parties, whether held in a personal or representative capacity, which any such Releasing Party may now or hereafter own, hold, have, or claim to have against any Released Party for, upon, or by reason of any circumstance, action, cause, omission, event or thing whatsoever which arises at any time on or prior to the date hereof, including, without limitation, for or on account of, or in relation to, or in any way in connection with this Letter Agreement, the Note Documents, or transactions contemplated hereunder or thereunder. Each Releasing Party understands, acknowledges, confirms, and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit, or other proceeding which may be instituted, prosecuted, or attempted in breach of the provisions of such release. Each of the parties acknowledges and agrees that the foregoing release is a material inducement to the Purchaser’s execution of this Letter Agreement and, but for the foregoing release, the Purchaser would not be willing to enter into this Letter Agreement. Each Releasing Party agrees that no fact, event, circumstance,

Exhibit 10.3

evidence, or transaction which could now be asserted or which may hereafter be discovered shall affect, in any manner, the final, absolute, and unconditional nature of the release set forth above.

Each of TRNR and CLMBR, on behalf of itself and its successors, assigns and other legal representatives, hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Released Party that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Released Party on the basis of any Claim released, remised and discharged by the Loan Parties pursuant to the paragraph above. If TRNR, CLMBR or any of their respective successors, assigns or other legal representatives violate the foregoing covenant, each of TRNR and CLMBR , for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Released Party may sustain as a result of such violation, all reasonable attorneys’ fees and costs incurred by any Released Party as a result of such violation.

7.In case any provision of this Letter Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Letter Agreement, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

8.Each of Sections 13.5 (Signatures; Counterparts), 13.7 (Governing Law) and 13.8 (Jurisdiction, Jury Trial Waiver, Etc.) of the Note Purchase Agreement are hereby incorporated herein by reference, mutatis mutandis.

[signature page follows]

Exhibit 10.3

Please indicate confirmation of the terms provided in this Letter Agreement by executing in the space provided below.

Very truly yours,

INTERACTIVE STRENGTH INC.

By: /s/ Trent Ward___________ Name: Trent Ward Title: Chief Executive Officer

CLMBR HOLDINGS LLC

By: /s/ Trent Ward___________ Name: Trent Ward Title: Chief Executive Officer

ACCEPTED AND AGREED:

TR OPPORTUNITIES II LLC

By: /s/ Antonio Ruiz-Gimenez____

Name: Antonio Ruiz-Gimenez

Title: Authorized Signatory