TRNR 8-K
Interactive Strength, Inc. (TRNR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 5, 2026, Interactive Strength Inc. (the “Company”) filed the Certificate of Designation of Series D1 Convertible Preferred Stock, Series D2 Convertible Preferred Stock, and Series D3 Convertible Preferred Stock of Interactive Strength Inc. (the “Series D Certificate”) with the Secretary of State of the State of Delaware.
The Series D Certificate designated (i) 4,750,000 shares of the Company’s authorized preferred stock as Series D1 Convertible Preferred Stock (the “Series D1 Preferred Stock”), (ii) 1,000,000 shares of the Company’s authorized preferred stock as Series D2 Convertible Preferred Stock (the “Series D2 Preferred Stock”), and (iii) 500,000 shares of the Company’s authorized preferred stock as Series D3 Convertible Preferred Stock (the “Series D3 Preferred Stock,” and, collectively with the Series D1 Preferred Stock and Series D2 Preferred Stock, the “Series D Preferred Stock”). The Series D Preferred Stock does not have any voting rights other than those required by law or the Company’s Certificate of Incorporation, as amended.
The Company plans on issuing all of the 4,750,000 designated shares of Series D1 Preferred Stock, 1,000,000 designated shares of Series D2 Preferred Stock and 500,000 designated shares of Series D3 Preferred Stock in connection with the closing of the acquisition of Ergatta, Inc.
Subject to certain restrictions specified in the Series D Certificate, and applicable legal and regulatory requirements, including without limitation, the listing requirements of the Nasdaq Stock Market, all outstanding shares of Series D Preferred Stock shall automatically be converted into such whole number of fully paid and non-assessable shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) as is determined by dividing the Original Issue Price by the quotient of (x) the Conversion Price (as defined in the Series D Certificate) divided by (y) the D1 Scaling Factor, D2 Scaling Factor, or D3 Scaling Factor (each as defined in the Series D Certificate), as applicable. Each share of Series D1 Preferred Stock and Series D2 Preferred Stock shall convert into shares of Common Stock on May 3, 2027, and each share of Series D3 Preferred Stock shall convert to shares of Common Stock on May 1, 2028.
The Original Issue Price is $2.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such shares.
If required by the applicable Nasdaq listing requirements, no holder of Series D Preferred Stock shall have the right to convert any shares of Series D Preferred Stock, without the consent of a majority of the total votes cast on a proposal with regard thereto voted on a duly called shareholder meeting with the necessary quorum of shareholders represented. If such stockholder approval is not obtained on or before May 1, 2027, the shares of Series D Preferred Stock held by each holder shall automatically convert only to the extent of such holder’s shares of Series D Preferred Stock, multiplied by the Pro Rata Portion (as defined in the Series D Certificate). Any shares of Series D Preferred Stock not so converted shall be automatically redeemed in accordance with the Series D Certificate.
The description of the Series D Certificate herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Series D Certificate, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Company does not intend to list the Series D Preferred Stock on any securities exchange or nationally recognized trading system and there is no established trading market for the Series D Preferred Stock.
This Current Report on Form 8-K, including this Item 5.03, shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
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Description |
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3.1 |
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Certificate of Designation of Preferences, Rights and Limitations of Series D1 Convertible Preferred Stock, Series D2 Convertible Preferred Stock and Series D3 Convertible Preferred Stock of Interactive Strength Inc. |
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104 |
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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.
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Interactive Strength Inc. |
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Date: |
March 11, 2026 |
By: |
/s/ Caleb Morgret |
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Chief Financial Officer |
Exhibit 3.1
CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS AND LIMITATIONS
OF
SERIES D1 Convertible PREFERRED STOCK,
SERIES D2 CONVERTIBLE PREFERRED STOCK,
AND
SERIES D3 CONVERTIBLE PREFERRED STOCK
OF
INTERACTIVE STRENGTH Inc.
Pursuant to Section 151
of the General Corporation Law of the State of Delaware (the “DGCL”)
I, the Chief Executive Officer of Interactive Strength Inc., a corporation organized and existing under the DGCL (the “Corporation”), in accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY that pursuant to the authority conferred upon the Board of Directors of the Corporation (the “Board”) by the Amended and Restated Certificate of Incorporation of the Corporation, dated May 2, 2023, as amended, the Board has duly approved and adopted the following resolution on February 18, 2026, and the resolution was adopted by all necessary action on the part of the Corporation:
WHEREAS, the Amended and Restated Certificate of Incorporation of the Corporation, dated May 2, 2023, as amended, of the Corporation (the “Certificate of Incorporation”), provides for a class of the Corporation’s authorized stock known as Preferred Stock, consisting of 200,000,000 shares, $0.0001 par value per share (the “Preferred Stock”), issuable from time to time in one or more series;
WHEREAS, the Board is authorized to provide for the issue of all or any number of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof; and
WHEREAS, the Board deems it in the best interest of the Corporation and its stockholders to establish and fix the number of shares to be included in three (3) series of Preferred Stock and the designation, rights, preferences, and limitations of the shares of such new series.
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NOW, THEREFORE, BE IT:
RESOLVED, that pursuant to the authority conferred upon the Board by the Certificate of Incorporation and Section 151 of the General Corporation Law of the State of Delaware, the Board does hereby provide for the issue of three (3) series of Preferred Stock and does hereby in this Certificate of Designation (the “Certificate of Designation”) establish and fix and herein state and express the designation, rights, preferences, powers, restrictions, and limitations of such series of Preferred Stock as follows:
DESIGNATION; Original Issue Price
Section1.1 Designation. There shall be (a) a series of Preferred Stock that shall be designated as “Series D1 Convertible Preferred Stock,” par value $0.0001 per share (the “Series D1 Preferred Stock”) and the number of shares constituting such series shall be 4,750,000, (b) a series of Preferred Stock that shall be designated as “Series D2 Convertible Preferred Stock,” par value $0.0001 per share (the “Series D2 Preferred Stock”), and the number of shares constituting such series shall be 1,000,000, and (c) a series of Preferred Stock that shall be designated as “Series D3 Convertible Preferred Stock,” par value $0.0001 per share (the “Series D3 Preferred Stock”), and the number of shares constituting such series shall be 500,000. The rights, preferences, powers, restrictions, and limitations of each of the Series D1 Preferred Stock, Series D2 Preferred Stock, and Series D3 Preferred Stock (sometimes referred to collectively, as the “Series D Preferred Stock”) shall be as set forth herein.
Section 1.2 Original Issue Price. Each share of Series D Preferred Stock shall have an original issue price of $2.00 subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such shares (the “Original Issue Price”).
LIQUIDATION PREFERENCE
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VOTING
The shares of Series D Preferred Stock shall not be entitled to any voting rights, other than any vote required by law or the Certificate of Incorporation.
CONVERSION
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“D1 Scaling Factor” means the quotient obtained by dividing (i) the product of (A) 2026 Free Cash Flow (as defined in the Merger Agreement) and (B) 3.3 by (ii) $9,500,000, provided that such quotient shall not be less than 0.5526 and shall not exceed 1.000.
“D2 Scaling Factor” means the quotient obtained by dividing (i) the product of (A) the amount by which 2026 Free Cash Flow (as defined in the Merger Agreement) exceeds $2,878,788 and (B) 3.3 by (ii) $2,000,000, provided that such quotient shall not be less than 0.000 and shall not exceed 1.000.
“D3 Scaling Factor” means the quotient obtained by dividing (i) the product of (A) the amount by which 2027 Free Cash Flow (as defined in the Merger Agreement) exceeds $3,500,000 and (B) 1.0 by (ii) $1,000,000, provided that such quotient shall not be less than 0.000 and shall not exceed 1.000.
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CERTAIN ADJUSTMENTS
Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion
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Price of the Series D Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price of the Series D1 Preferred Stock, Series D2 Preferred Stock and Series D3 Preferred Stock shall be adjusted pursuant to this Section 5.2 as of the time of actual payment of such dividends or distributions; (b) no such adjustment shall be made if the holders of Series D Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series D1 Preferred Stock, Series D2 Preferred Stock and Series D3 Preferred Stock had been converted into Common Stock on the date of such event; and (c) no such adjustment shall be made if such adjustment would result in the requirement to obtain the consent of a majority of the then outstanding shares of Common Stock in connection with the conversion of the Series D1 Preferred Stock, Series D2 Preferred Stock and Series D3 Preferred Stock pursuant to Section 4.4.
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then, and in each such case, the Corporation will send or cause to be sent to the holders of the Series D1 Preferred Stock, Series D2 Preferred Stock and Series D3 Preferred Stock a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon the conversion of the Series D1 Preferred Stock, Series D2 Preferred Stock and Series D3 Preferred Stock) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Series D1 Preferred Stock, Series D2 Preferred Stock and Series D3 Preferred Stock and the Common Stock. Such notice shall be sent at least ten (10) days prior to the record date or effective date for the event specified in such notice.
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redemption
ARTICLE 7
COVENANTS
Section 7.1 Incurrence of Indebtedness. The Corporation shall not, directly or indirectly, (i) incur or guarantee, assume or suffer to exist any Indebtedness in respect of any acquisition of the stock, assets or business of any other entity or (ii) incur any Indebtedness if the
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amount thereof would exceed $10,000,000 without the prior written consent of the Required Holders. For the avoidance of doubt, the Corporation’s subsidiaries may incur or guarantee, assume or suffer to exist any Indebtedness in respect of any acquisition by such subsidiary, provided, however, that the Corporation shall not be permitted to guarantee such Indebtedness without the prior written consent of the Required Holders. “Indebtedness” shall mean without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services, including, without limitation, “capital leases” in accordance with United States generally accepted accounting principles consistently applied for the periods covered thereby (other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with United States generally accepted accounting principles, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, deed of trust, lien, pledge, charge, security interest or other encumbrance of any nature whatsoever in or upon any property or assets (including accounts and contract rights) with respect to any asset or property owned by any person, even though the person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all contingent obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above.
ARTICLE 8
OTHER PREFERENCES AND RIGHTS
Section 8.1 The shares of the Series D1 Preferred Stock, Series D2 Preferred Stock and Series D3 Preferred Stock shall have no other preferences, rights, restrictions or qualifications, except as otherwise provided by law or the Certificate of Incorporation.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be duly executed as of this 5th day of March, 2026.
INTERACTIVE STRENGTH INC.
By: /s/ Trent Ward
Name: Trent Ward
Title: Chief Executive Officer
[Signature Page to Series D1, D2 and D3 Preferred Stock Certificate of Designation]
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