重大事件
即時報告
8-K
2026-07-07
Interactive Strength 與貸款人達成和解協議，發行逾22萬股C輪優先股償債
AI 繁中摘要
📄 **申報類型：8-K**
**公司：Interactive Strength Inc.（股票代號：TRNR）**
**事件日期：2026年6月30日**
**和解協議簽訂**
Interactive Strength Inc.（「公司」）於2026年6月30日與貸款人 Vertical Investors, LLC 達成和解協議，以發行225,681股 Series C 優先股（每股面值 $0.0001）作為償還「淨交易價值」（Net Trade Value）$451,361 的代價。
**背景回顧**
- 2024年2月1日：公司與貸款人簽訂信貸協議，獲得本金約 $7,968,978 的定期貸款。
- 2024年3月29日：貸款人將其中 $3.0 million 貸款轉換為150萬股 Series A 優先股。
- 2024年4月24日：貸款本金因轉換減少 $3.0 million；同日簽訂貸款恢復協議，規定若貸款人在2025年12月31日前出售優先股及相關證券所得淨額（Net Trade Value）低於已交換貸款本金總額加利息（Total Loan Exchanged Amount），公司須補足差額。
**關鍵數字**
- 截至2026年6月30日：Total Loan Exchanged Amount 約為 **$9,034,431**；Net Trade Value 僅 **$451,361**。
- 公司按協議發行 Series C 優先股清償該差額，貸款人其後共持有 **2,848,857 股 Series C 優先股**。
**證券發行豁免**
此批 Series C 優先股根據《證券法》第4(a)(2)條豁免註冊，屬非公開配售。
**對投資者的潛在影響** 💡
- 透過發行優先股清償債務，公司避免即時現金流出，短期內減輕財務壓力。
- 惟大量優先股發行將攤薄現有股東權益，且優先股可能附帶特別權利（如股息、清算優先權），需關注後續條款披露。
- 貸款人持股比例顯著上升，或影響公司控制權結構及未來融資決策。
**總括：** 公司以股抵債，暫時化解部分債務違約風險，但投資者須警惕股權稀釋及潛在優先股條款帶來的資本結構變化。
展開英文正文
8-K false000178505600017850562026-06-302026-06-30 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 30, 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 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 the Company's common stock, par value $0.0001 per share (the "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 Company 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 Company 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, Company 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 June 30, 2026 (the date through which the Net Trade Value was calculated), the Total Loan Exchanged Amount was approximately $9,034,431 and the Net Trade Value was $451,361. On June 30, 2026, the Company and the Lender entered into a Settlement Agreement (the “Settlement Agreement”), pursuant to which the Company issued 225,681 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 $451,361 Net Trade Value. Following the issuance of the Series C Preferred Shares, the Lender owned 2,848,857 shares of Series C Preferred Stock. Item 3.02 Unregistered Sales of Equity Securities. Information set forth in Item 1.01 of this Current Report on Form 8-K 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). Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Settlement Agreement, dated as of June 30, 2026, by and between Interactive Strength Inc. and Vertical Investors, 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: July 7, 2026 By: /s/ Caleb Morgret Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)