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Interactive Strength, Inc. (TRNR) Form 8-K — Oct 13, 2026

$TRNRForm 8-KItems 1.01, 1.02, 2.03, 3.02, 3.03, 5.03, 9.01Filed Oct 13, 2026, 4:15 PM ET0001193125-26-420445Original filing

Interactive Strength exchanged $7,685,090 of outstanding convertible notes (Remainder Notes) for 768,509 shares of newly created Series R Convertible Preferred Stock, closing September 30, 2026 under a Section 3(a)(9) exemption. The Series R preferred carries a $10 stated value and converts into common stock at $2.83 per share. With only 1,619,907 common shares outstanding as of September 30, 2026, full conversion would roughly triple the share count, representing massive potential dilution. The preferred ranks senior to common in liquidation and restricts dividends and repurchases of junior stock, with TR Opportunities III LLC and DWF Ventures Ltd holding consent rights as Required Holders.

Key figures

Debt Amount
7685090
Shares Offered
768509
Shares Outstanding
1619907
Term loan principal
£625,000 (~$829,600), 24 months, £31,389.72/month
Master loan facility
£750,000 (~$995,600) at 1.85% per month
Series r stated value
$10.00 per share
Prior facility exit fee
£85,000 (~$112,800)
Term loan total payable
£781,478.28 (incl. £128,353.28 interest, £28,125 doc fee)
Wattbike refinancing gbp
£1,375,000 (~$1,825,200)
Invoice discounting limit
£750,000 (~$995,600), 2.75% over NatWest base rate, £12,000 min annual charge
Series r conversion price
$2.83
Beneficial ownership limit
4.99% (raisable to 9.99%)
Master loan initial drawdown
£245,000 (~$325,200) expected by Oct 12, 2026
Holder legal fee reimbursement
$50,000

AI analysis

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