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
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
|
(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:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
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 3.02 Unregistered Sales of Equity Securities.
On August 3 through and including August 7, 2026, Interactive Strength Inc., a Delaware corporation (the "Company") entered into Exchange Agreements (collectively, the "Exchange Agreements") with certain holders of the Company's convertible preferred stock or promissory notes (each, a "Holder" and collectively, the "Holders"), pursuant to which the Holders exchanged (i) shares of various series of the Company's convertible preferred stock or (ii) portions of promissory notes, for shares of the Company's Common Stock, par value $0.0001 per share ("Common Stock"). The exchanges were effected as follows:
August 3, 2026 Exchange Agreements
On August 3, 2026, the Company entered into an Exchange Agreement with Thomas Aulet, pursuant to which Mr. Aulet exchanged 211,400 shares of the Company's Series D2 Convertible Preferred Stock (the "Series D2 Preferred"), having an aggregate original purchase price of $422,800, for 140,000 shares of Common Stock at an exchange price of $3.02 per share (at or above the Nasdaq Minimum Price (with such term, as used in this Current Report on Form 8-K, having the definition found in Nasdaq Listing Rule 5635(d))).
On August 3, 2026, the Company entered into an Exchange Agreement with Alessandra Gotbaum, pursuant to which Ms. Gotbaum exchanged 211,400 shares of the Series D2 Preferred, having an aggregate original purchase price of $422,800, for 140,000 shares of Common Stock at an exchange price of $3.02 per share (at or above the Nasdaq Minimum Price ).
August 4, 2026 Exchange Agreements
On August 4, 2026, the Company entered into an Exchange Agreement with a holder of 36,000 shares of the Company's Series A Convertible Preferred Stock (the "Series A Preferred"), having an aggregate original purchase price of $72,000, pursuant to which Exchange Agreement, the holder exchanged the 36,000 Series A Preferred shares for 22,500 shares of Common Stock at an exchange price of $3.20 per share (at or above the Nasdaq Minimum Price).
On August 4, 2026, the Company entered into an Exchange Agreement with THLWY LLC, pursuant to which THLWY LLC exchanged 72,000 Series A Preferred shares, having an aggregate original purchase price of $144,000, for 45,000 shares of Common Stock at an exchange price of $3.20 per share (at or above the Nasdaq Minimum Price).
On August 4, 2026, the Company entered into an Exchange Agreement with a different holder of 36,000 shares of Series A Preferred shares, having an aggregate original purchase price of $72,000, pursuant to which Exchange Agreement, the holder exchanged the 36,000 Series A Preferred shares for 22,500 shares of Common Stock at an exchange price of $3.20 per share (at or above the Nasdaq Minimum Price).
On August 4, 2026, the Company entered into an Exchange Agreement with Vertical Investors, LLC, pursuant to which Vertical Investors, LLC exchanged 144,000 shares of the Company's Series C Convertible Preferred Stock, having an aggregate original purchase price of $288,000, for 90,000 shares of Common Stock at an exchange price of $3.20 per share (at or above the Nasdaq Minimum Price).
August 5, 2026 Exchange Agreements
On August 5, 2026, the Company entered into an Exchange Agreement with Piper Nominee IV Limited, pursuant to which Piper Nominee IV Limited exchanged 88,750 shares of the Company's Series E Convertible Preferred Stock, having an aggregate original purchase price of $177,500, for 50,000 shares of Common Stock at an exchange price of $3.55 per share (at or above the Nasdaq Minimum Price).
On August 5, 2026, the Company entered into an Exchange Agreement with Woodway (USA) Inc., pursuant to which Woodway (USA) Inc. exchanged $142,000 of principal balance on a promissory note for 40,000 shares of Common Stock at an exchange price of $3.55 per share (at or above the Nasdaq Minimum Price). The principal balance of the promissory note following the exchange was $1,956,085.
August 6, 2026 Exchange Agreements
On August 6, 2026, the Company entered into an Exchange Agreement with Ms. Gotbaum, pursuant to which Ms. Gotbaum exchanged 163,600 shares of the Series D2 Preferred, having an aggregate original purchase price of $327,200, for 97,092 shares of Common Stock at an exchange price of $3.37 per share (at or above the Nasdaq Minimum Price). Following this exchange, Ms. Gotbaum no longer holds any Series D2 Preferred shares.
On August 6, 2026, the Company entered into an Exchange Agreement with Mr. Aulet, pursuant to which Mr. Aulet exchanged 163,600 shares of the Series D2 Preferred, having an aggregate original purchase price of $327,200, for 97,092 shares of Common Stock at an exchange price of $3.37 per share (at or above the Nasdaq Minimum Price).
August 7, 2026 Exchange Agreements
On August 7, 2026, the Company entered into an Exchange Agreement with Mr. Aulet, pursuant to which Mr. Aulet exchanged 25,000 shares of the Series D2 Preferred, having an aggregate original purchase price of $50,000, for 14,535 shares of Common Stock at an exchange price of $3.44 per share (at or above the Nasdaq Minimum Price). Following this exchange, Mr. Aulet no longer holds any Series D2 Preferred shares.
On August 7, 2026, the Company entered into an Exchange Agreement with a holder of 17,200 Series A Preferred shares, having an aggregate original purchase price of $34,400, pursuant to which Exchange Agreement, the holder exchanged the 17,200 Series A shares for 10,000 shares of Common Stock at an exchange price of $3.44 per share (at or above the Nasdaq Minimum Price). Following this exchange, this holder holds 585,037 Series A Preferred shares.
On August 7, 2026, the Company entered into an Exchange Agreement with a different holder of 17,200 Series A Preferred shares, having an aggregate original purchase price of $34,400, pursuant to which Exchange Agreement, the holder exchanged the 17,200 Series A shares for 10,000 shares of Common Stock at an exchange price of $3.44 per share (at or above the Nasdaq Minimum Price). Following this exchange, this holder also holds 585,037 Series A Preferred shares.
On August 7, 2026, the Company entered into an Exchange Agreement with THLWY LLC, pursuant to which THLWY LLC exchanged 34,400 Series A Preferred shares, having an aggregate original purchase price of $68,800, for 20,000 shares of Common Stock at an exchange price of $3.44 per share (at or above the Nasdaq Minimum Price). Following this exchange, THLWY LLC holds 478,650 Series A Preferred shares.
In the aggregate, the Company issued 798,719 shares of Common Stock (the “Exchange Shares”) in connection with the Exchange Agreements. Following the issuance of the Exchange Shares and other unregistered share issuances, as of August 7, 2026, the Company had 1,380,396 shares of Common Stock outstanding.
The issuance of Common Stock in connection with the Exchange Agreements was made in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act"). The Company relied on this exemption because: (a) the exchanges were made exclusively with existing holders of the Company's securities; (b) no commission or other remuneration was paid or given directly or indirectly for soliciting the exchanges; (c) no party to the transactions is deemed an underwriter; (d) no additional cash consideration was paid by the Holders; and (e) the issuer of the Exchange Shares is the same issuer as the convertible preferred stock or promissory notes exchanged therefor. The Exchange Shares are restricted securities and bear restrictive legends.
The foregoing descriptions of the Exchange Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
|
Description |
10.1 |
|
Form of Exchange Agreement |
|
|
|
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 7, 2026 |
By: |
/s/ Caleb Morgret |
|
|
|
Chief Financial Officer |
Exhibit 10.1
EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT (this “Agreement”) is dated as of [_______], 2026 (the “Effective Date”), by and between Interactive Strength Inc., a Delaware corporation (the “Company”) and [_______________________], a [_______________] (the “Holder” and together with the Company, the “Parties”).
WHEREAS, the Holder holds [________] shares of the Company’s [Series A Convertible Preferred Stock / Series C Convertible Preferred Stock / Series D1 Convertible Preferred Stock / Series D2 Convertible Preferred Stock / Series D3 Convertible Preferred Stock / Series E Convertible Preferred Stock], par value $0.0001 per share (the “Preferred Shares”), having an aggregate original purchase price of $[________];
WHEREAS, the Company has authorized the issuance of its common stock, par value $0.0001 per share (the “Common Stock”);
WHEREAS, the “Nasdaq Minimum Price” means the lower of (i) the closing price of the Common Stock on the trading day immediately preceding the date of this Agreement, or (ii) the average closing price of the Common Stock for the five trading days immediately preceding the date of this Agreement, in each case as reported on the Nasdaq Capital Market;
WHEREAS, the Company and the Holder have agreed to exchange the Preferred Shares (collectively, the “Exchange Securities”) for shares of Common Stock at a conversion price of $[_______] per share, which is at or above the Nasdaq Minimum Price (the “Conversion Price”); and
WHEREAS, the number of shares of Common Stock issuable in connection with this exchange (the “Exchange Shares”) shall equal (i) the aggregate original purchase price of the Preferred Shares, divided by (ii) the Conversion Price.
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:
2
[Signature Page(s) Follow this Page]
3
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: _________________________________
Name:
Title:
[HOLDER NAME]
By: _________________________________
Name:
Title:
4