---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-25-014134"
form_type: "8-K"
ticker: "TRNR"
cik: "0001785056"
company_name: "Interactive Strength, Inc."
filed_at: "2025-02-05T23:59:59+00:00"
generated_at: "2026-05-27T02:48:01.977627+00:00"
event_type: "debt"
sentiment: "negative"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Interactive Strength exchanges defaulted notes for $5.38M secured convertible notes due April/May 2025

## Summary
- Company exchanged $5,380,341 in defaulted promissory notes for new secured convertible notes with 5% interest and $2.04/share conversion price.
- Maturity dates: Exchange Notes 2,4,5 due April 4, 2025; Notes 1 and 3 due May 5, 2025.
- Original notes were from 2019-2021 with former principal stockholder; assigned to TR Opportunities II LLC.
- Company was in default on old notes and prior settlement agreement; exchange executed under Section 3(a)(9) exemption.
- New notes are secured and convertible into common stock, potentially diluting existing shareholders.

## SEC filing metadata
- accession: 0000950170-25-014134
- form_type: 8-K
- ticker: TRNR
- cik: 0001785056
- company_name: Interactive Strength, Inc.
- filed_at: 2025-02-05T23:59:59+00:00
- event_type: debt
- sentiment: negative
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1785056/000095017025014134/0000950170-25-014134-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1785056/000095017025014134/trnr-20250204.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-25-014134
- JSON: https://secwatch.observer/filing/0000950170-25-014134.json
- Plain text: https://secwatch.observer/filing/0000950170-25-014134.txt

## Key facts
- Debt Financings
  Interactive Strength, Inc. incurred debt of $362,350 with Investor at 5% per annum maturing April 4, 2025.
  - Principal: $362,350
  - Counterparty: Investor
  - Rate: 5% per annum
  - Maturity: April 4, 2025
  - Event: incurrence
  source text: • Exchange Note 2 principal amount: $1,552,067 • Exchange Note 3 principal amount: $274,281 • Exchange Note 4 principal amount: $371,813 • Exchange Note 5 principal amount: $362,350 The Exchange Notes accrue interest at a rate of 5% per annum, subject to adjustment from time to time as set forth in the Exchange Notes. The maturity date of Exchange Note 1 and
  evidence_url: https://www.sec.gov/Archives/edgar/data/1785056/000095017025014134/0000950170-25-014134-index.htm
- Debt Financings
  Interactive Strength, Inc. incurred debt of $371,813 with Investor at 5% per annum maturing April 4, 2025.
  - Principal: $371,813
  - Counterparty: Investor
  - Rate: 5% per annum
  - Maturity: April 4, 2025
  - Event: incurrence
  source text: • Exchange Note 1 principal amount: $2,819,830 • Exchange Note 2 principal amount: $1,552,067 • Exchange Note 3 principal amount: $274,281 • Exchange Note 4 principal amount: $371,813 • Exchange Note 5 principal amount: $362,350 The Exchange Notes accrue interest at a rate of 5% per annum, subject to adjustment from time to time as set forth in the Exchange
  evidence_url: https://www.sec.gov/Archives/edgar/data/1785056/000095017025014134/0000950170-25-014134-index.htm
- Debt Financings
  Interactive Strength, Inc. incurred debt of $274,281 with Investor at 5% per annum maturing May 5, 2025.
  - Principal: $274,281
  - Counterparty: Investor
  - Rate: 5% per annum
  - Maturity: May 5, 2025
  - Event: incurrence
  source text: amounts of the Exchange Notes are as follows: • Exchange Note 1 principal amount: $2,819,830 • Exchange Note 2 principal amount: $1,552,067 • Exchange Note 3 principal amount: $274,281 • Exchange Note 4 principal amount: $371,813 • Exchange Note 5 principal amount: $362,350 The Exchange Notes accrue interest at a rate of 5% per annum, subject to adjustment from
  evidence_url: https://www.sec.gov/Archives/edgar/data/1785056/000095017025014134/0000950170-25-014134-index.htm
- Debt Financings
  Interactive Strength, Inc. incurred debt of $2,819,830 with Investor at 5% per annum maturing May 5, 2025.
  - Principal: $2,819,830
  - Counterparty: Investor
  - Rate: 5% per annum
  - Maturity: May 5, 2025
  - Event: incurrence
  source text: and Note 5 was exchanged for “Exchange Note 5”. Description of the Exchange Notes The principal amounts of the Exchange Notes are as follows: • Exchange Note 1 principal amount: $2,819,830 • Exchange Note 2 principal amount: $1,552,067 • Exchange Note 3 principal amount: $274,281 • Exchange Note 4 principal amount: $371,813 • Exchange Note 5 principal amount:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1785056/000095017025014134/0000950170-25-014134-index.htm
- Debt Financings
  Interactive Strength, Inc. incurred debt of $1,552,067 with Investor at 5% per annum maturing April 4, 2025.
  - Principal: $1,552,067
  - Counterparty: Investor
  - Rate: 5% per annum
  - Maturity: April 4, 2025
  - Event: incurrence
  source text: Description of the Exchange Notes The principal amounts of the Exchange Notes are as follows: • Exchange Note 1 principal amount: $2,819,830 • Exchange Note 2 principal amount: $1,552,067 • Exchange Note 3 principal amount: $274,281 • Exchange Note 4 principal amount: $371,813 • Exchange Note 5 principal amount: $362,350 The Exchange Notes accrue interest at a rate
  evidence_url: https://www.sec.gov/Archives/edgar/data/1785056/000095017025014134/0000950170-25-014134-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.