8-K
filed December 12, 2025, 6:59 PM ET
ticker TRNR
CIK 0001785056
debt
confidence high
sentiment negative
materiality 0.85
Interactive Strength, Inc. (TRNR): debt financing — TRNR defaults on DWF convertible notes; delivers 82.97M FET tokens and issues $4.5M remainder note
Interactive Strength, Inc.
- DWF accelerated $50M June 2025 notes after FET price drop; Liquidation Netting triggered.
- Borrowers delivered 82,972,910 FET tokens; issued $4.5M convertible remainder note due Dec 2026.
- Vertical Investors loan cut by $632,500 via 115,000 shares at $5.50; remaining balance $170,250.
- Backstop Agreement with FET entity terminated.
- Pro forma shares outstanding: 2,709,336 as of Dec 11, 2025.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Interactive Strength, Inc. faced acceleration on senior notes of $55,555,555 with DWF.
- Instrument
- senior notes
- Principal
- $55,555,555
- Counterparty
- DWF
- Event
- acceleration
Exact text from the filing
pursuant to which the Borrowers agreed to sell for $50 million, senior secured convertible exchangeable notes issued by the Borrowers in the aggregate principal amount of $55,555,555 (the “Note”), which is both (a) convertible into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) and (b) exchangeable into the utility tokens
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Interactive Strength, Inc. incurred debt of $4.5 million with DWF maturing one year from the date of issuance.
- Principal
- $4.5 million
- Counterparty
- DWF
- Maturity
- one year from the date of issuance
- Event
- incurrence
Exact text from the filing
the Borrowers shall issue to DWF a Remainder Note in the amount of $4.5 million (the “Remainder Note”) as payment in full of the remaining principal amount as a result of the Final Netting Agreement.
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Interactive Strength, Inc. incurred debt of $3.0 million with ATW.
- Principal
- $3.0 million
- Counterparty
- ATW
- Event
- incurrence
Exact text from the filing
An unsecured Remainder Note (as defined in the Master Netting Agreement) in the amount of $3.0 million was issued to ATW to account for the reduction in principal amount as a result of the Netting provisions.
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Interactive Strength, Inc. amended loan of $802,750 with Vertical Investors, LLC.
- Instrument
- loan
- Principal
- $802,750
- Counterparty
- Vertical Investors, LLC
- Event
- amendment
Exact text from the filing
8, 2025, the outstanding principal amount of the Loan was reduced to $753,119.63. As of December 5, 2025, the outstanding principal amount and accrued interest of the Loan was $802,750 (the "Loan Amount"). On December 8, 2025, the Company and the Lender entered into an Exchange Agreement (the “Exchange Agreement”). Pursuant to the Exchange Agreement, the Company
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Interactive Strength, Inc. issued 115,000 shares of Common Stock of common stock to Vertical Investors, LLC for $5.50 per Exchange Share.
- Security
- common stock
- Shares
- 115,000 shares of Common Stock
- Purchaser
- Vertical Investors, LLC
- Consideration
- $5.50 per Exchange Share
Exact text from the filing
to reduce the Loan Amount by $632,500 in exchange for the issuance of 115,000 shares of Common Stock (the “Exchange Shares”) to the Lender at a price per Exchange Share of $5.50. The Exchange Shares will not contain a restrictive legend under the Securities Act of 1933, as amended (the “Securities Act”). As a result of this transaction, the outstanding
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Interactive Strength, Inc. entered into Exchange Agreement with Vertical Investors, LLC valued at $632,500 (effective 2025-12-08).
- Action
- entry
- Counterparty
- Vertical Investors, LLC
- Value
- $632,500
- Effective
- 2025-12-08
Exact text from the filing
Exchange Agreement As previously disclosed, on February 1, 2024, 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”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Interactive Strength, Inc. entered into Final Netting Agreement with DWF and the entity affiliated with FET ("FET Entity") valued at $4.5 million (effective 2025-12-09).
- Action
- entry
- Counterparty
- DWF and the entity affiliated with FET ("FET Entity")
- Value
- $4.5 million
- Effective
- 2025-12-09
Exact text from the filing
On December 9, 2025, the Borrowers entered into that certain Final Netting Agreement (the “Final Netting Agreement”) with DWF and the entity affiliated with FET (“FET Entity”)
View on SEC.gov
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