Corporate Finance

Interactive Strength Exchanges Preferred Stock and Note Balance for 798,719 Common Shares

Interactive Strength disclosed a series of August 3–7 exchanges that converted several preferred-stock positions and part of a promissory note into common stock, leaving 1,380,396 common shares outstanding as of August 7.

By Carter Hayes ·

Key takeaways

  • Interactive Strength issued 798,719 common shares through exchange agreements entered from August 3 through August 7, 2026.
  • The transactions exchanged Series A, Series C, Series D2 and Series E convertible preferred shares, as well as $142,000 of promissory-note principal, for common stock.
  • Exchange prices ranged from $3.02 to $3.55 per common share and were identified in the filing as meeting or exceeding the Nasdaq minimum price.
  • The common shares were issued without registration under a Securities Act exemption and are restricted securities.

Series of exchanges shifts securities into common stock

Interactive Strength Inc. reported in an August 7 Form 8-K that it entered exchange agreements between August 3 and August 7, converting holdings of multiple series of convertible preferred stock and a portion of a promissory note into 798,719 shares of common stock. The company said it had 1,380,396 common shares outstanding after the exchange-share issuances and other unregistered issuances as of August 7.

For a business assessing a counterparty’s capital structure, the filing documents a change in the mix of securities outstanding rather than an announced new cash financing. Preferred-equity interests and part of a debt obligation were surrendered in return for common shares, while the company’s total common-share count increased.

Preferred holders exchanged positions at several prices

The agreements covered Series A, Series C, Series D2 and Series E convertible preferred stock. Exchange prices were $3.02 on August 3, $3.20 on August 4, $3.55 on August 5, $3.37 on August 6 and $3.44 on August 7. The company stated that each of those prices was at or above the Nasdaq minimum price.

Thomas Aulet and Alessandra Gotbaum each exchanged 211,400 Series D2 preferred shares for 140,000 common shares on August 3. On August 6, each exchanged another 163,600 Series D2 preferred shares for 97,092 common shares. The filing states that Gotbaum no longer held Series D2 preferred shares after her August 6 exchange; Aulet no longer held Series D2 preferred shares after his August 7 exchange of 25,000 shares for 14,535 common shares.

Other disclosed exchanges included 144,000 Series C preferred shares held by Vertical Investors, LLC for 90,000 common shares, and 88,750 Series E preferred shares held by Piper Nominee IV Limited for 50,000 common shares. The August 4 and August 7 agreements also involved Series A preferred holders, including THLWY LLC.

Note conversion reduced a disclosed principal balance

Woodway (USA) Inc. exchanged $142,000 of principal on a promissory note for 40,000 common shares on August 5 at an exchange price of $3.55 per share. Interactive Strength reported that the note’s remaining principal balance after that exchange was $1,956,085.

That conversion is relevant to lenders and other commercial counterparties because it identifies the portion of the reported note balance that was exchanged for equity and the balance disclosed as remaining. The filing does not describe a new borrowing, a change to the remaining note’s terms, or additional cash paid by the holders in these exchanges.

Unregistered shares carry transfer restrictions

Interactive Strength said the common shares were issued under Section 3(a)(9) of the Securities Act exemption. It cited transactions exclusively with existing security holders, no commissions for soliciting the exchanges, no additional cash consideration from holders, and the same issuer for both the exchanged securities and the common shares.

The company also stated that the exchange shares are restricted securities and bear restrictive legends. The Form 8-K includes a form of the exchange agreement as an exhibit, while noting that its summaries are subject to the full agreements.