NASDAQ: TRNR Interactive Strength, Inc. 8-K

Interactive Strength issues 6.25M preferred shares to acquire Ergatta, conversion pending approval

Filed March 11, 2026 · Period ending March 5, 2026 · ~1 min read

Key Changes

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Company designated 6.25 million shares of Series D convertible preferred stock at $2.00/share to fund acquisition of Ergatta, Inc., representing significant equity-based deal consideration.

Item 5.03 verify on EDGAR →
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Preferred shares will convert to common stock in May 2027 (D1/D2) and May 2028 (D3), but conversion requires shareholder approval under Nasdaq rules; if approval fails by May 2027, only partial conversion occurs and remainder gets redeemed.

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All 6.25 million newly designated preferred shares will be issued at closing of Ergatta acquisition, with no voting rights except as required by law.

Item 5.03 verify on EDGAR →
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Conversion price set at $2.00 per share with standard anti-dilution adjustments for stock splits and similar corporate actions.

Certificate of Designation verify on EDGAR →

Summary

Interactive Strength is acquiring Ergatta, Inc. and paying for it entirely with newly created convertible preferred stock rather than cash. The company designated 6.25 million shares across three series (D1, D2, D3) that will convert to common stock over the next two years. This structure defers dilution but doesn't eliminate it—existing shareholders will see their ownership stakes reduced when conversion happens.

The critical uncertainty is shareholder approval. Nasdaq listing rules likely require a shareholder vote before these preferred shares can convert to common stock. If shareholders reject the conversion by May 2027, only a fraction of the shares convert and the rest get redeemed, potentially forcing the company to find alternative ways to satisfy the acquisition consideration.

This creates execution risk around the deal structure. Retail holders should watch for: (1) the proxy filing announcing the shareholder vote, which will detail the dilution impact and Ergatta's financials, and (2) whether management can make a compelling case that Ergatta's revenue and strategic value justify the dilution. The staggered conversion dates (2027 and 2028) suggest the sellers wanted downside protection, which may signal concerns about Interactive Strength's stock performance.

Section-by-Section Diff

Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws

~800 words

Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.

4 Added

Added Series D Preferred Stock designation high

Added in current filing · verify on EDGAR →

The Series D Certificate designated (i) 4,750,000 shares of the Company’s authorized preferred stock as Series D1 Convertible Preferred Stock (the “Series D1 Preferred Stock”), (ii) 1,000,000 shares of the Company’s authorized preferred stock as Series D2 Convertible Preferred Stock (the “Series D2 Preferred Stock”), and (iii) 500,000 shares of the Company’s authorized preferred stock as Series D3 Convertible Preferred Stock (the “Series D3 Preferred Stock,” and, collectively with the Series D1 Preferred Stock and Series D2 Preferred Stock, the “Series D Preferred Stock”).

The company filed a certificate with Delaware creating three new series of convertible preferred stock totaling 6.25 million shares. These shares have no voting rights except as required by law. The preferred stock will be issued to fund the acquisition of Ergatta, Inc.

Added Ergatta acquisition financing high

Added in current filing · verify on EDGAR →

The Company plans on issuing all of the 4,750,000 designated shares of Series D1 Preferred Stock, 1,000,000 designated shares of Series D2 Preferred Stock and 500,000 designated shares of Series D3 Preferred Stock in connection with the closing of the acquisition of Ergatta, Inc.

All 6.25 million shares of the newly designated Series D preferred stock will be issued as consideration for acquiring Ergatta, Inc. This represents a significant acquisition being funded through equity rather than cash or debt.

Added Conversion terms and timing high

Added in current filing · verify on EDGAR →

Each share of Series D1 Preferred Stock and Series D2 Preferred Stock shall convert into shares of Common Stock on May 3, 2027, and each share of Series D3 Preferred Stock shall convert to shares of Common Stock on May 1, 2028.

The preferred shares will automatically convert to common stock on specific future dates: Series D1 and D2 convert in May 2027, while Series D3 converts in May 2028. The conversion price is $2.00 per share, subject to adjustments based on scaling factors defined in the certificate.

Added Shareholder approval contingency high

Added in current filing · verify on EDGAR →

If required by the applicable Nasdaq listing requirements, no holder of Series D Preferred Stock shall have the right to convert any shares of Series D Preferred Stock, without the consent of a majority of the total votes cast on a proposal with regard thereto voted on a duly called shareholder meeting with the necessary quorum of shareholders represented. If such stockholder approval is not obtained on or before May 1, 2027, the shares of Series D Preferred Stock held by each holder shall automatically convert only to the extent of such holder’s shares of Series D Preferred Stock, multiplied by the Pro Rata Portion (as defined in the Series D Certificate). Any shares of Series D Preferred Stock not so converted shall be automatically redeemed in accordance with the Series D Certificate.

Nasdaq listing rules may require shareholder approval before the preferred shares can convert to common stock. If approval is not obtained by May 1, 2027, only a pro-rata portion of the shares will convert, and the remainder will be redeemed. This creates uncertainty around the ultimate dilution to existing shareholders.

Event · Item 9.01 — Financial Statements and Exhibits

~100 words

Interactive Strength filed a Certificate of Designation creating three new series of convertible preferred stock (D1, D2, D3).

1 Added

Added New preferred stock series high

Added in current filing · verify on EDGAR →

Certificate of Designation of Preferences, Rights and Limitations of Series D1 Convertible Preferred Stock, Series D2 Convertible Preferred Stock and Series D3 Convertible Preferred Stock of Interactive Strength Inc.

The company filed a Certificate of Designation establishing three new series of convertible preferred stock: Series D1, D2, and D3. This creates new classes of equity securities with specific rights, preferences, and conversion features that will be detailed in the certificate. The creation of multiple convertible preferred series typically indicates a financing transaction or capital restructuring, and the conversion features could lead to future dilution of common shareholders.