Interactive Strength, Inc. (0001785056) (Filer)

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

INTERACTIVE STRENGTH INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

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.

Exchange Agreements

On September 30, 2026, Interactive Strength Inc., a Delaware corporation (the “Company”), entered into an Exchange Agreement (each, an “Exchange Agreement”, and collectively, the “Exchange Agreements”) with each of the holders (each, a “Holder” and collectively, the “Holders”) of certain unsecured convertible notes (the “Remainder Notes”) issued under the Master Netting Agreements, dated June 13, 2025, by and among the Company, Interactive Strength Treasury, LLC and each of the Holders, which relates to senior convertible notes issued under the Securities Purchase Agreement, dated June 10, 2025, by and among the Company and the Holders.

Pursuant to the Exchange Agreements, each Holder agreed to exchange all outstanding obligations under its respective Remainder Note, including principal, interest and other amounts outstanding thereunder, in an aggregate amount outstanding of $7,685,090, for 768,509 shares of newly designated Series R Convertible Preferred Stock, $0.0001 par value per share (the “Series R Preferred Stock”) 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 closing of the exchange (the “Closing”) occurred on September 30, 2026.

Immediately following the issuance of 768,509 shares of Series R Preferred Stock (the “Series R Shares”), the Remainder Notes were cancelled, and the Series R Shares are immediately convertible in accordance with the Certificate of Designations (as defined in Item 5.03 below).

The Company agreed to reimburse the Holders $50,000 for the legal fees and expenses of the Holders’ counsel. The Company also agreed to reserve at all times 100% of the maximum number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issuable upon conversion of the Series R Shares and, if the authorized shares are insufficient, to take all necessary corporate action, including calling a stockholder meeting, to authorize and reserve a sufficient number of shares.

The Exchange Agreement also contains customary representations and warranties, covenants and indemnification obligations of the parties.

The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, a form of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Wattbike Refinancing

On October 1, 2026, the Company substantially completed the refinancing (the “Refinancing”) of the working capital facility agreement dated October 11, 2023 among a third-party lender (the “Prior Lender”), Wattbike Limited, a private limited company incorporated in England and Wales and a wholly owned subsidiary of the Company (“Wattbike”), and Wattbike IP Limited, a wholly owned subsidiary of the Company (“Wattbike IP Limited”) (the “Prior Facility”). In connection with the Refinancing of the Prior Facility, Wattbike, as borrower, entered into the Term Loan Agreement and the Invoice Discounting Agreement (each as defined below), providing for aggregate financing of up to £1,375,000 (approximately $1,825,200). Wattbike has also entered into the Master Loan Agreement (as defined below), under which the Inventory Lender (as defined below) is expected to fund an initial loan of £245,000 (approximately $325,200) on or prior to October 12, 2026, which will constitute the third and final financing in the Refinancing. On October 1, 2026, the outstanding obligations under the Prior Facility were repaid in full and the Prior Lender released its security interest in Wattbike’s book debts.

Term Loan Agreement

On August 24, 2026, Wattbike, as borrower, entered into a Fixed Sum Loan Agreement (the “Term Loan Agreement”) with a third-party lender (the “First Lender”), pursuant to which the First Lender agreed to make a term loan to Wattbike in the principal amount of £625,000 (approximately $829,600). The loan has a term of 24 months and is repayable in 24 equal monthly installments of £31,389.72 (approximately $41,700) each, commencing in September 2026. The total amount payable under the Term Loan Agreement is £781,478.28, consisting of the principal amount, interest of £128,353.28 and a documentation fee of £28,125. Wattbike may prepay the loan in full upon one month’s prior written notice by paying all arrears and an amount equal to the aggregate of the remaining scheduled payments, discounted at 2% per annum with quarterly rests, plus an administration fee. Overdue amounts bear interest at the Bank of England base rate plus 5% per annum. The Term Loan Agreement contains events of default, including, among others, payment defaults continuing for more than five days, uncured breaches, insolvency events, any direct or indirect change of ownership or control of Wattbike and a material adverse change in Wattbike’s business or financial position, upon the occurrence of which the First Lender may terminate the Term Loan Agreement and require immediate payment of all arrears and the discounted aggregate of the remaining scheduled payments. The Term Loan Agreement is governed by the laws of England and Wales.

Invoice Discounting Agreement

On October 1, 2026, Wattbike entered into an invoice discounting agreement (the “Invoice Discounting Agreement”) with a third-party finance provider (the “Second Lender”), pursuant to which the Second Lender agreed to purchase Wattbike’s existing and future trade receivables, subject to a facility limit of £750,000 (approximately $995,600). The Second Lender makes initial payments to Wattbike of up to 80% of the gross book value of approved receivables, subject to a customer concentration limit of 30% of approved receivables outstanding. Wattbike pays a discount charge of 2.75% per annum above NatWest Bank Plc’s base rate on funds in use, a facility charge of 0.5% of the gross book value of receivables and a minimum annual charge of £12,000, together with other customary fees. Wattbike collects receivables as the Second Lender’s undisclosed agent, with collections paid into a trust account controlled by the Second Lender, and receivables that remain unpaid after the fifth day of the fourth month following the invoice date are subject to recourse against Wattbike. Either party may terminate the Invoice Discounting Agreement upon three months’ written notice at any time after October 1, 2027, and the Second Lender may terminate the Invoice Discounting Agreement immediately upon specified events, including, among others, Wattbike’s breach or insolvency, a substantial change in the nature, ownership or control of Wattbike’s business, and a change in Wattbike’s financial position that the Second Lender believes puts payment at risk. Upon termination, Wattbike is required to repurchase all outstanding receivables. Wattbike’s obligations under the Invoice Discounting Agreement are secured by a debenture granted by Wattbike and guaranteed by the Company, Wattbike (Holdings) Limited and Wattbike IP Limited, with each of Wattbike (Holdings) Limited and Wattbike IP Limited also granting a debenture, and supported by personal indemnities from Trent Ward, the Company’s Chief Executive Officer, and Stephen Loftus, Wattbike’s Chief Executive Officer. The Invoice Discounting Agreement is governed by the laws of England and Wales.

Master Loan Agreement

On September 28, 2026, Wattbike, as borrower, entered into a Master Loan Agreement (together with the related offer letter dated August 24, 2026, the “Master Loan Agreement”) with a third-party lender (the “Third Lender”), pursuant to which the Third Lender made available to Wattbike a sterling multiple drawdown term loan facility in an aggregate amount of up to £750,000 (approximately $995,600) to fund Wattbike’s purchase of goods. As of the date of this Current Report on Form 8-K, no loans have been made under the Inventory Loan Agreement, and, subject to the satisfaction of the applicable conditions to drawdown, the Third Lender is expected to make an initial loan to Wattbike of £245,000 (approximately $325,200) on or prior to October 12, 2026. Each loan is paid through a lender-managed account in Wattbike’s name to the applicable supplier and must be repaid in a single payment upon the earlier of the sale of the goods purchased with such loan and 180 days after the drawdown notice for such loan. Amounts repaid may be reborrowed during the facility on a revolving basis up to the facility limit. Loans bear interest at 1.85% per month, payable in arrears every 30 days, and overdue amounts bear additional interest at 0.658% per 30 days. Notwithstanding the foregoing, all obligations under the Inventory Loan Agreement are payable upon the Third Lender’s demand, whether or not an event of default has occurred. Wattbike’s obligations under the Inventory Loan Agreement are secured by a debenture granting the Third Lender fixed and floating charges over all of Wattbike’s business, assets and undertaking. The Inventory Loan Agreement contains representations and warranties, covenants, including restrictions on Wattbike’s ability to grant liens, incur additional indebtedness and make loans or guarantees without the Third Lender’s prior written consent, and events of default, including payment defaults, cross-defaults to other indebtedness, insolvency events and changes in the nature of Wattbike’s business, upon the occurrence of which the Third Lender may cancel the facility and declare all outstanding amounts immediately due and payable. The Inventory Loan Agreement is governed by the laws of England and Wales.

The foregoing descriptions of the Term Loan Agreement, the Invoice Discounting Agreement and the Master Loan Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are attached as Exhibits 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth under “Wattbike Refinancing” in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. On October 1, 2026, in connection with the Refinancing, the outstanding obligations under the Prior Facility were repaid in full and the Prior Facility was terminated. In connection with such termination, Wattbike paid the Prior Lender an exit fee of £85,000 (approximately $112,800) in accordance with the terms of the Prior Facility. Wattbike did not incur any other early termination penalties in connection with the repayment of the Prior Facility.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under “Wattbike Refinancing” in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under “Exchange Agreements” in Item 1.01 and in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

The Series R Shares were issued, and any shares of Common Stock issuable upon conversion thereof will be issued, in reliance on the exemption from the registration requirements of the Securities Act, contained in Section 3(a)(9) thereof, on the basis that the issuance constituted an exchange with existing security holders and no commission or other remuneration was paid for soliciting the exchange.

As of September 30, 2026, the Company had 1,619,907 shares of Common Stock outstanding.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. The Series R Preferred Stock ranks senior to the Common Stock as to liquidation preference and has protective provisions restricting dividends on, and purchases, repurchases or redemptions of, Junior Stock (as defined in the Certificate of Designations).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 30, 2026, the Company’s board of directors (the “Board”) approved, and the Company filed with the Secretary of State of the State of Delaware, a Certificate of Designations of Rights and Preferences of Series R Convertible Preferred Stock of Interactive Strength Inc. (the “Certificate of Designations”) designating 768,509 shares of Series R Preferred Stock.

The Series R Preferred Stock has a stated value of $10 per share. Dividends on the Series R Preferred Stock are payable only when and as declared by the Board. At any time after issuance, each share of Series R Preferred Stock is convertible at the option of the holder into shares of Common Stock in an amount equal to the conversion amount (consisting of the stated value, any declared and unpaid dividends and other amounts owed under the Certificate of Designations or other transaction documents) of such share of Series R Preferred Stock (the “Conversion Amount”) divided by a conversion price of $2.83. The conversion price is subject to proportional adjustment for stock splits, combinations and similar events, and to a good-faith adjustment by the Board for other dilutive events; subject to Nasdaq rules, the Company may voluntarily reduce the conversion price.

The Series R Preferred Stock is subject to a 4.99% beneficial ownership limitation, which may be increased by a holder to a maximum of 9.99%, with any increase becoming effective on the 61st day after notice to the Company. Following receipt of a conversion notice, the Company is required to deliver the applicable shares of Common Stock by the first trading day thereafter.

The Series R Preferred Stock does not have any voting rights other than those required by law or the Company’s Certificate of Incorporation, as amended.

Upon any liquidation, dissolution or winding up of the Company, the Series R Preferred Stock ranks senior to Junior Stock and is entitled to a liquidation preference equal to the greater of 100% of the applicable Conversion Amount and the amount that would be payable on an as-converted basis. The holders of Series R Preferred Stock are entitled to participate in purchase rights and distributions on an as-converted basis.

The Certificate of Designations is governed by the laws of the State of Delaware. The foregoing description of the Certificate of Designations does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designations, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

# Certain identified information has been omitted from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential. The registrant agrees to furnish supplementally an unredacted copy of this exhibit to the Securities and Exchange Commission upon request.

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.