重大事件
即時報告
8-K
2026-07-01
Interactive Strength 更換核數師 解聘 Deloitte 委任 Cherry Bekaert 內控缺陷未修補
AI 繁中摘要
Interactive Strength Inc.（納斯達克：TRNR）於2026年7月1日提交8-K表格，披露更換核數師安排，即時生效。
📌 解聘舊核數師：公司審計委員會於2026年6月26日決定解聘 Deloitte & Touche LLP。Deloitte 對公司2024及2025財政年度合併財務報表出具的審計報告並無保留意見或否定意見，但包含「持續經營存在重大疑慮」的解釋段落。
⚠️ 內部控制重大缺陷：公司在2024年度年報（10-K）已披露內部控制存在重大缺陷，包括缺乏適當政策與資源、職責分工不足等；至2025年底，有關缺陷仍未修補。Deloitte 與公司之間在過去兩年及隨後中期內並無會計原則或審計範圍上的重大分歧。
✅ 聘任新核數師：同日，審計委員會決定委任 Cherry Bekaert LLP 為截至2026年12月31日止財政年度的獨立註冊會計師事務所。公司在過去兩年及截至聘任前，並未就任何會計處理或審計意見諮詢 Cherry Bekaert。
📄 文件附有 Deloitte 於2026年7月1日發出的同意信（Exhibit 16.1），以及內嵌式XBRL涵蓋頁面數據。
🔍 對投資者的潛在影響：更換核數師本身屬於常規企業行動，但公司持續經營疑慮及未修補的內控缺陷仍是重要風險訊號。投資者應關注新核數師Cherry Bekaert對財務報告流程的評估，以及未來季度業績能否改善流動性狀況。
展開英文正文
8-K 0001785056false00017850562026-06-262026-06-26 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): June 26, 2026 INTERACTIVE STRENGTH INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41610 82-1432916 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer 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 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 4.01 Changes in Registrant’s Certifying Accountant. (a) Dismissal of Independent Registered Public Accounting Firm On June 26, 2026, the Audit Committee of the Board of Directors (the “Audit Committee”) of Interactive Strength Inc. (the "Company") dismissed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm. Deloitte’s audit reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the reports included an explanatory paragraph relating to substantial doubt about the Company’s ability to continue as a going concern. During the Company’s two most recent fiscal years, which ended on December 31, 2025 and 2024, and the subsequent interim period through June 26, 2026, there were no “disagreements” (within the meaning set forth in Item 304(a)(1)(iv) of Regulation S-K) between the Company and Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference to the subject matter of disagreements in connection with their reports on the Company's consolidated financial statements for the years ended December 31, 2025 and 2024. Except as noted in the following paragraph, there were no “reportable events” (within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K) during the Company’s two most recent fiscal years and the subsequent interim period through June 26, 2026. As disclosed in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, the Company identified material weaknesses in its internal control over financial reporting related to (i) a lack of appropriate policies and resources to develop and operate effective internal control over financial reporting and (ii) a lack of formalized internal controls and segregation of duties surrounding the financial transactions. As further disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, the material weakness remained unremediated as of December 31, 2025. Specifically, deficiencies persisted regarding the effective control environment and control activities, formal risk assessment, adequateness of processes and controls for communicating information among relevant parties, and appropriate selection, development and performance of monitoring activities. The Audit Committee has discussed the subject matter of these reportable events with Deloitte. The Company has authorized Deloitte to respond fully to the inquiries of the successor independent registered public accounting firm concerning the subject matter of the reportable events. In accordance with Item 304(a)(3) of Regulation S-K, the Company provided Deloitte with a copy of this Current Report on Form 8-K and requested that Deloitte furnish it with a letter addressed to the United States Securities and Exchange Commission stating whether Deloitte agrees with the above statements of the Company herein and, if not, stating the respects in which it does not agree. Deloitte furnished the requested letter, and a copy is filed as Exhibit 16.1 to this Current Report on Form 8-K. (b) Engagement of New Independent Registered Public Accounting Firm On June 26, 2026, the Audit Committee approved the engagement of Cherry Bekaert LLP (“Cherry Bekaert”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. During the Company’s two most recent fiscal years and the subsequent interim period through June 26, 2026, neither the Company, nor anyone on its behalf, consulted Cherry Bekaert regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Cherry Bekaert concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event of the type described in Item 304(a)(1)(v) of Regulation S-K. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 16.1 Letter from Deloitte & Touche LLP dated July 1, 2026. 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: July 1, 2026 By: /s/ Caleb Morgret Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)