Unregistered Sales of Equity Securities. On August 10 and August 12, 2026, Interactive Strength Inc., a Delaware corporation (the "Company") entered into Exchange Agreements (collectively, the "Exchange Agreements") with certain holders of the Company's Series A Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred”) or promissory notes (each, a "Holder" and collectively, the "Holders"), pursuant to which the Holders exchanged (i) Series A Preferred shares or (ii) port…

Unregistered Sales of Equity Securities. On August 3 through and including August 7, 2026, Interactive Strength Inc., a Delaware corporation (the "Company") entered into Exchange Agreements (collectively, the "Exchange Agreements") with certain holders of the Company's convertible preferred stock or promissory notes (each, a "Holder" and collectively, the "Holders"), pursuant to which the Holders exchanged (i) shares of various series of the Company's convertible preferred stock or (ii) porti…

Unregistered Sales of Equity Securities. Pursuant to the Certificate of Designations of Series A Preferred Stock, on July 28, 2026, the Board of Directors of the Company declared a dividend on the shares of Series A Preferred Stock issued and outstanding as of the record date for such dividend, as a dividend in kind, in the form of 281,344 shares of Series A Preferred Stock in the aggregate (the “Series A Dividend Shares”). The Company issued the Series A Dividend Shares on July 28, 2026. In…

Entry into a Material Definitive Agreement. Incremental Warrant Exercise As previously disclosed, on January 28, 2025, Interactive Strength Inc. (the "Company") entered into that certain securities purchase agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”). Pursuant to the Purchase Agreement, among other securities sold as disclosed in the Current Report on Form 8-K filed on February 3, 2025 (the “February 2025 8-K”), as amended by a Current Report on Form 8-K/…

The July 2026 Class B Incremental Note and the Class B Incremental Common Warrants were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder or, in the event of an issuance of the July 2026 Class B Incremental Note Conversion Shares or the shares of Common Stock underlying the Class B Incremental Common Warrants on a cashless basis,…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Information set forth in

Entry into a Material Definitive Agreement. Stock Purchase Agreement On July 7, 2026, Interactive Strength Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) by and among the Company, STEPR, Inc., a Delaware corporation (“STEPR”), STEPR PTY LTD – ACN 660 939 079, an Australian proprietary limited company (the “Seller”), Hayden Thorneycroft ATF the HG Thorneycroft Family Trust (“TF Trust”), Australian Fitness Supplies Pty Ltd, an Au…

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).

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…

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…

Completion of Acquisition or Disposition of Assets. This amendment No. 1 to Form 8-K amends our Form 8-K dated March 11, 2026, originally filed with the Securities Exchange Commission ("SEC") on March 16, 2026 (the "Original Report"). We filed the Original Report to report the Agreement and Plan of Merger (the "Merger Agreement") with Ergatta, Inc., a Delaware corporation ("Ergatta"), Ergatta Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"),…

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).

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…

Unregistered Sales of Equity Securities. As previously disclosed, on March 5, 2026, the Company filed the Certificate of Designation of Series D1 Convertible Preferred Stock, Series D2 Convertible Preferred Stock, and Series D3 Convertible Preferred Stock of Interactive Strength Inc. (the “Series D Certificate”) with the Secretary of State of the State of Delaware. As set forth in

Completion of Acquisition or Disposition of Assets. As previously disclosed, on February 18, 2026, Interactive Strength Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ergatta, Inc., a Delaware corporation ("Ergatta"), Ergatta Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"), and Tom Aulet, solely in his capacity as the securityholders’ representative, pursuant to which Merger Sub would merge wi…

Other Events. On March 6, 2026, Interactive Strength Inc. (the “Company”) increased the maximum aggregate offering price of the shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) issuable under the At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co. LLC, dated May 17, 2024 to $6,057,000 and filed a prospectus supplement dated March 6, 2026 (the “Prospectus Supplement”) under the Sales Agreement for an aggregate…

Entry into a Material Definitive Agreement. As previously disclosed, on January 27, 2025, Interactive Strength Inc. (the “Company”) entered into a Share Pledge Agreement (the “Share Pledge Agreement”) with Sportstech Brands Holding GmbH (“Sportstech”) and the sole shareholder of Sportstech (the “Pledgor”), pursuant to which the Pledgor pledged his share interest as collateral to secure Sportstech’s obligations under the loan agreement entered into between the Company and Sportstech on or arou…

Unregistered Sales of Equity Securities. As previously disclosed, on February 1, 2024, Interactive Strength Inc., a Delaware corporation (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”). Via various previously disclosed transactions, as of February 19, 2026, the outstanding principal amount and ac…

Entry into a Material Definitive Agreement. Agreement and Plan of Merger On February 18, 2026, Interactive Strength Inc. (the "Company") entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ergatta, Inc., a Delaware corporation ("Ergatta"), Ergatta Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"), and Tom Aulet, solely in his capacity as the securityholders’ representative (the “Securityholders’ Representative”), pursuan…

The Class A Incremental Note and the Class A Incremental Common Warrants were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder or, in the event of an issuance of the Class A Incremental Note Conversion Shares or the shares of Common Stock underlying the Class A Incremental Common Warrants on a cashless basis, pursuant to the exe…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Information set forth in

Entry into a Material Definitive Agreement. Incremental Warrant Exercise As previously disclosed, on January 28, 2025, Interactive Strength Inc. (the "Company") entered into that certain securities purchase agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”). Pursuant to the Purchase Agreement, among other securities sold as disclosed in the Current Report on Form 8-K filed on February 3, 2025 (the “February 3 rd , 8-K”), as amended by a Current Report on Form 8-…

Other Events. On January 23, 2026, Interactive Strength Inc. (the “Company”) increased the maximum aggregate offering price of the shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) issuable under the At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co. LLC, dated May 17, 2024 to $2,608,000 and filed a prospectus supplement dated January 23, 2026 (the “Prospectus Supplement”) under the Sales Agreement for an agg…

Unregistered Sales of Equity Securities. As previously disclosed, on February 1, 2024, Interactive Strength Inc. (the “Company”) entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with CLMBR Holdings LLC, and Treadway Holdings LLC (“Treadway”) pursuant to which the Company sold, and Treadway purchased, a Senior Secured Convertible Promissory Note (the “Original Note”) in the aggregate principal amount of $6,000,000, which is convertible into shares of the Company’s common…

The Class A Incremental Note and the Class A Incremental Common Warrants were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder or, in the event of an issuance of the Class A Incremental Note Conversion Shares or the shares of Common Stock underlying the Class A Incremental Common Warrants on a cashless basis, pursuant to the exe…