VTIX 10-K
Virtuix Holdings Inc. (VTIX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the fiscal year ended
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for the 2026 Annual Meeting of Stockholders (the “Proxy Statement”) are incorporated by reference into Part III of this Form 10-K. The registrant’s Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended March 31, 2026.
TABLE OF CONTENTS
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Annual Report on Form 10-K (the “Annual Report on Form 10-K” or “Annual Report”) may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements in this Annual Report may include, for example, statements about:
| ● | the implementation of our business model and our strategic plans for our business, products, services and technology; |
| ● | our commercialization and marketing capabilities and strategy; |
| ● | our Customer Acquisition Cost (“CAC”), return-on-ad-spend (“ROAS”), our ability to scale product sales, and our intended gross profit margins; |
| ● | our ability to enter the Defense market with VTW and win government contracts; |
| ● | our ability to establish or maintain collaborations or strategic relationships or obtain additional funding; |
| ● | our competitive position; |
| ● | the scope of protection that we are able to establish and maintain for intellectual property rights covering our products, services and technology; |
| ● | developments and projections relating to our competitors and our industry; |
| ● | our estimates regarding expenses, future revenue, interest costs, capital requirements liquidity and needs for additional financing; |
| ● | the period over which we estimate our existing cash and cash equivalents will be sufficient to fund our future operating expenses and capital expenditure requirements; and |
| ● | the impact of new or existing laws, regulations and legal decisions on our business and strategy, and our ability to respond to adverse political events and unfavorable government policies, such as international trade wars and increases to import tariffs. |
The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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PART I
References in this report to “we,” “us” or the “Company” refer to Virtuix Holdings Inc. References to our “management” or our “management team” refer to our officers and directors.
Item 1. Business.
Introduction
Virtuix Holdings Inc. pioneers movement in AI-generated worlds, both imaginary and real. We are the creator of “Omni,” the premier brand of omni-directional treadmills that enable users to walk and run in 360 degrees inside virtual reality (“VR”) games, digital twins, and other applications. Our technology positions us at the intersection of gaming, fitness, and enterprise VR.
Virtuix was formed under the laws of the State of Delaware on December 20, 2013. Our Class A common stock commenced trading on the Nasdaq Global Market on January 27, 2026, in connection with our direct listing. Since our founding, we have introduced three generations of products to market. Our flagship product, Omni One, represents a breakthrough in home entertainment, combining full-body movement with immersive VR gaming and fitness. We operate a vertically integrated business across product design, game development, manufacturing, and distribution, with a focus on three key markets: consumer, enterprise, and defense. We target a gross margin of 40% on our hardware products, supplemented by recurring revenues from software sales and subscriptions.
We operate through four wholly owned subsidiaries: Virtuix Inc., a Delaware corporation formed on April 15, 2013, for the purpose of developing VR hardware and software; Virtuix Manufacturing Ltd. (“VML”), a subsidiary organized in Hong Kong and formed on January 29, 2015; Virtuix Manufacturing (Zhuhai) Co., Ltd. (“VML_ZH”), a subsidiary of VML organized in China and formed on July 28, 2016; and Virtuix Manufacturing Taiwan Ltd. (“VMT”), a subsidiary organized in Taiwan and formed on January 17, 2023. We also own a 57.5% equity stake in Virtuix Arabia LLC, a subsidiary organized in the Kingdom of Saudi Arabia and formed on June 13, 2024, which has not yet begun operations.
In July 2016, the Company formed a joint venture with Hero Entertainment, a Chinese game publisher and esports operator, to develop active VR content and product bundles for the Chinese and U.S. markets. The joint venture, named Heroix VR (Shanghai) Co., Ltd. (“Heroix”), is a Sino-foreign equity joint venture company established under the laws of the People’s Republic of China and registered in Shanghai. Virtuix Manufacturing Ltd. has 49% ownership and does not have control over the joint venture; therefore, the investment is accounted for using the equity method. In October 2016, the Joint Venture began operations. To service the Chinese market most efficiently, Hero Entertainment’s management proposed in mid-2025 that Virtuix’s China subsidiary take over the China sales channel from the Joint Venture. As a result of these discussions, Hero Entertainment and Virtuix began taking steps in late 2025 to close the Joint Venture entity, and we expect the closure process to be completed in the quarter ending September 30, 2026.
Our Products
Our “Omni” line of omni-directional treadmills consists of various products that target a variety of industries:
Omni Pro, the original Omni, is our commercial-grade treadmill launched in 2016 for enterprise use in arcades, VR centers, corporations, and research institutions. We have shipped over 4,000 Omni Pro units to more than 45 countries worldwide. Following the launch of Omni One in 2024, we stopped production and sales of Omni Pro.
Omni Arena launched in 2019 as a turnkey attraction for the out-of-home entertainment industry. The attraction comprises four Omni Pro treadmills for multiplayer gaming and features weekly esports prize contests. We’ve installed 80 Omni Arena systems at entertainment centers in the United States (“U.S.”) and built a player base of over 500,000 players who signed up with an email address to play. Several players have paid to play the attraction more than 300 times each. Following our shift in research and development (“R&D”) and marketing efforts to Omni One, we stopped producing and selling new Omni Arena systems in 2025, but we continue to service existing customers and earn recurring revenues through the sale of Omni Care maintenance services, Omniverse game credits, and replacement parts. We also facilitate and earn profits on secondary sales of Omni Arena systems.
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Omni One is our latest product and our most advanced treadmill yet, supporting full freedom of movement including crouching, kneeling, and jumping. It’s a compact device that is easy to assemble and disassemble, and it can be moved around using its wheels. We sell Omni One in three different versions: the complete Omni One system, Omni One Core, and Omni One Enterprise. We officially launched Omni One in September 2024, and by September 2025, we shipped the first 1,800 units to customers, resulting in revenues of over $4,000,000. In addition to hardware sales, we earn recurring revenues from the sale of Omni One games and from monthly subscriptions to Omni Online (priced at $14/month), Omni One’s service that allows customers to play online multiplayer games. During checkout, approximately 50% of Omni One customers purchase an annual subscription to Omni Online.
Virtual Terrain Walk (“VTW”) is our multi-user system for next-generation mission planning in the defense industry. VTW lets soldiers move physically in 360 degrees inside geo-specific virtual environments, without boundaries, for ground combat planning and leader rehearsals. The geo-specific virtual environments are digital twins of real-world environments, created by converting drone and other camera footage into photorealistic 3D scenes via Gaussian splatting and other AI-driven 3D reconstruction techniques. VTW is currently in development. We presented a proof-of-concept of VTW to potential customers at the I/ITSEC conference in Orlando, Florida, in December 2025. We already sold Omni One test units to the U.S. Air Force Academy, YokoWERX (the innovation cell at Yokota Air Force Base), the U.S. Military Academy at West Point, the U.S. Marine Corps, and we signed a development agreement with the U.S. Navy. We also got selected for Phase 1 SBIR Funding by the U.S. Air Force to advance the development of VTW, and we got selected to be the lead integrator on the development of a VR infantry training system by the U.S. Marine Corps Training and Education Command (TECOM). However, we expect that meaningful sales in the defense sector may not materialize until fiscal year 2027, at the earliest. Despite the long sales cycle for penetrating the defense market, we believe that VTW will retain a strong competitive moat because of our expansive omni-directional treadmill patent portfolio, our position as a U.S. company, and the inherent barriers to entry for defense applications that competitors will face, including multi-year procurement cycles and high switching costs.
Company Developments
During the fiscal year ended March 31, 2026, we focused on (i) scaling consumer shipments of Omni One; (ii) simplifying our capital structure and completing a direct listing on the Nasdaq Global Market; (iii) securing growth capital through debt and equity financing arrangements; (iv) advancing our VTW defense product toward commercialization; and (v) transitioning the legacy Omni Arena business to sustaining mode to concentrate resources on Omni One and VTW.
We continued to scale shipments of Omni One throughout the fiscal year. By September 2025, we had shipped the first 1,800 Omni One units to customers, resulting in cumulative Omni One revenues of over $4 million. Concurrently, we completed the transition of our Omni Arena business to sustaining mode, ceasing production of new systems and shifting research and development and marketing resources to Omni One. We continue to support existing Omni Arena operators and earn recurring revenues from Omni Care maintenance contracts, Omniverse Credits sales, and the sale of repair and replacement parts. At the 2025 Augmented World Expo (“AWE”), the AR/VR industry’s largest tradeshow, Omni One was awarded the 2025 Auggie Award for Best Interaction Product.
On August 6, 2025, our stockholders approved the Sixth Amended and Restated Certificate of Incorporation (the “Reclassification”), which the Company filed with the Secretary of State of the State of Delaware on August 7, 2025. Pursuant to this certificate, all outstanding shares of the Company’s capital stock, including all series of preferred stock and any previously outstanding common stock, were reclassified and converted on a one-for-one basis into shares of Class A common stock. On January 22, 2026, our Registration Statement on Form S-1 was declared effective by the Securities and Exchange Commission, and trading of our Class A common stock on the Nasdaq Global Market commenced on January 27, 2026 (the “Direct Listing”).
We deployed multiple financing instruments to fund operations and growth during the fiscal year. On August 25, 2025, we entered into a Securities Purchase Agreement with Streeterville Capital, LLC (“Streeterville”), issuing a secured note in the principal amount of $2,220,000 (with $2,000,000 in gross proceeds at closing). On October 30, 2025, we entered into a second Securities Purchase Agreement with Streeterville, resulting in an additional $500,000 in gross proceeds. On December 19, 2025, we entered into a third Securities Purchase Agreement with Streeterville, resulting in an additional $500,000 in gross proceeds. In connection with the Direct Listing, Streeterville funded an initial advance of $8,000,000 (net of original issue discount) under an Equity Purchase Agreement, with subsequent advances subject to conditions including minimum market capitalization, trading volume, and compliance with Nasdaq listing standards. Each advance includes an 8% original issue discount and bears interest at 6% per annum. Separately, in January and February 2026, warrants for 128,645 shares were exercised at $2.332 per share, yielding approximately $300,000 of proceeds, and warrants for 206,316 shares were exercised on a cashless basis, resulting in the issuance of 178,739 shares.
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We made significant progress advancing VTW toward commercialization in the defense sector. In December 2025, we presented a proof-of-concept of VTW at the I/ITSEC conference in Orlando, Florida, the defense simulation industry’s premier event. During the fiscal year, we sold Omni One test units to the U.S. Air Force Academy, YokoWERX (the innovation cell at Yokota Air Force Base), the U.S. Military Academy at West Point, and the U.S. Marine Corps, and we signed a development agreement with the U.S. Navy. We also got selected for Phase 1 SBIR Funding by the U.S. Air Force to advance the development of VTW, and we got selected to be the lead integrator on the development of a VR infantry training system by the U.S. Marine Corps Training and Education Command (TECOM).
Business Strategy
Our business integrates (i) a consumer and enterprise VR hardware platform anchored by our flagship Omni One product with (ii) a defense-oriented simulation system, Virtual Terrain Walk (“VTW”), targeting next-generation immersive mission planning. We seek to scale Omni One sales in the U.S. consumer market, expand internationally, build recurring software and subscription revenues, and gain adoption of VTW in the defense sector. We target a gross margin of approximately 40% on our hardware products and supplement hardware revenues with recurring income from Omni Online subscriptions, game sales, and Omni Care maintenance contracts. We prioritize a vertically integrated operating model spanning product design, game development, manufacturing, and distribution, and we evaluate opportunities in adjacent markets, including defense simulation and international expansion, consistent with disciplined capital allocation.
The principal components of our strategy are:
Scale Omni One
We sell Omni One in several configurations: (i) the complete system, (ii) Omni One for Quest, (iii) Omni One Core, and (iv) Omni One Enterprise, and drive consumer adoption through digital advertising, influencer partnerships, live demos, and tradeshows. We sell directly through our website and authorized retail partners, with third-party financing available. We initially sold Omni One to consumers in the United States only and have recently expanded sales to Europe and Canada. Omni One Enterprise units are sold directly by Virtuix in the U.S. and through distributors internationally.
Build Recurring Revenue
In addition to hardware sales, we earn recurring revenues from Omni Online subscriptions ($14/month or $140/year), game sales, and Omni Care maintenance contracts. During checkout, approximately 50% of Omni One customers purchase an annual Omni Online subscription.
Penetrate the Defense Market
VTW is our multi-user system that allows soldiers to move physically in 360 degrees inside geo-specific digital twins of real-world environments for ground combat planning and leader rehearsals. VTW is currently in development, and we expect that meaningful sales may not materialize until fiscal year 2027, at the earliest.
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Advance Product Development
Further development efforts will focus on expanding Omni One’s game library and PC connectivity, and developing applications leveraging Gaussian splatting and other AI-driven 3D reconstruction technologies.
Our path to profitability relies on scaling Omni One sales at an acceptable customer acquisition cost and on gaining adoption of VTW in the defense sector. Although we believe that our plans are realistic, there is no guarantee that we will be able to scale Omni One sales sufficiently or find product-market fit in the defense sector to achieve profitability.
Competition
Our main direct competitors offering omni-directional treadmill systems are KAT VR, Infinadeck, and Cyberith. KAT VR offers consumer and commercial treadmill products featuring a low-friction concave base and harness support structure, similar to designs that we believe are protected by our robust patent portfolio, with pricing starting in the $1,000 to $2,000 range. KAT VR’s products are sold as peripherals rather than complete systems. Infinadeck produces a fully motorized treadmill using an X/Y belt system aimed at professional simulation use-cases, with pricing starting in the $50,000 to $60,000 range, limiting its accessibility for mainstream consumers and enterprise customers. Cyberith offers a low-friction flat platform with an optional tilting base, focused on commercial customers in research, enterprise, and defense, with pricing starting in the $8,000 to $10,000 range.
Beyond these direct competitors, we compete more broadly with other recreational and entertainment activities for consumer attention and discretionary spending. The worldwide VR market is increasingly competitive, and some of our competitors have substantially greater financial and other resources, larger research and development staff, and more experience in developing, marketing, and distributing products. New competing products and services could be introduced at any time that could result in reduced profit margins and loss of market share.
We believe Omni One stands out from competitors by offering a fully integrated, consumer-ready VR treadmill system that combines what we believe to be superior quality and design, ease of use, portability, and affordability, backed by a proven track record of over $20 million in cumulative product sales, a robust intellectual property portfolio of 25 issued patents and 14 registered trademarks, native game integration through our proprietary software ecosystem, U.S.-based customer support, and early mover advantage in the defense sector through VTW. We believe we offer the only omni-directional treadmill solution currently positioned for scalable consumer and enterprise adoption. However, there can be no assurance that our competitive strengths will be sufficient to maintain our market position. See “Risk Factors” for a discussion of the competitive risks facing our business.
Employees
As of March 31, 2026, we had 39 full-time employees, 14 of whom are based in the United States, with the remainder based in Asia. We also employ three full-time contractors, two based in the U.S. and one based in the United Kingdom, and four part-time contractors based in the U.S. Our management team and advisory board include professionals from notable organizations including Flex, Corsair, and the U.S. Army. They bring to the Company strong expertise in the gaming, defense, and manufacturing fields, including experience scaling hardware businesses to multimillion-dollar operations. None of our employees are represented by a labor union or are party to a collective bargaining agreement.
Periodic Reporting and Financial Information
We have registered our Class A common stock under Section 12(b) of the Exchange Act in connection with its listing on the Nasdaq Global Market. We are subject to the reporting requirements of the Exchange Act, including the requirements to file annual, quarterly and current reports with the SEC.
We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the effectiveness of our initial registration statement under the Securities Act, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
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In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
Item 1A. Risk Factors.
As a smaller reporting company, we are not required to include risk factors in this Annual Report. For additional risks relating to our operations, carefully consider the factors discussed in ‘Risk Factors’ in our Prospectus dated January 26, 2026, which could materially affect our business, financial condition or future results. There have been no material changes during the fiscal year ended March 31, 2026 to the risk factors that were included in the Prospectus.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
We conduct periodic risk assessments to identify cybersecurity threats, as well as assessments in the event of a material change in our business practices that may affect information systems that are vulnerable to such cybersecurity threats. These risk assessments include identification of reasonably foreseeable internal and external risks, the likelihood and potential damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, and safeguards in place to manage such risks.
Following these risk assessments, we redesign, implement, and maintain reasonable safeguards to minimize identified risks; address any identified gaps in existing safeguards; and regularly monitor the effectiveness of our safeguards. Primary responsibility for assessing, monitoring and managing our cybersecurity risks rests with our Chief Executive Officer and Chief Financial Officer who manage the risk assessment and mitigation process.
We engage consultants, or other
Governance
Assessment and Mitigation.
We conduct periodic and event-driven risk assessments to identify reasonably foreseeable internal and external cybersecurity risks. Following these assessments, we implement and maintain safeguards designed to minimize identified risks and remediate gaps, including multi-factor authentication, privileged access management, network segmentation, endpoint protection, vulnerability scanning, and patch management.
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Third-party Risk Management
We assess relevant providers’ security controls during onboarding and periodically thereafter, including certifications, audit reports, incident history, and contractual commitments to notify us of security incidents that may affect our company. We incorporate cybersecurity requirements into applicable contracts.
Governance
Our Board oversees cybersecurity risk as part of its overall risk oversight.
Incidents
To date, we have not experienced cybersecurity incidents that have materially affected our business strategy, results of operations, or financial condition. We maintain processes to timely escalate incidents to management where appropriate, and to evaluate whether any incident is material. If we determine that a cybersecurity incident is material, we will make required disclosures consistent with applicable SEC rules.
Item 2. Properties.
Our corporate headquarters is located at 11500 Metric Blvd, Suite 430, Austin, Texas 78758, where we lease approximately 8,160 square feet of office and warehouse space under an operating lease that expires on November 30, 2029. Monthly base rent under this lease is currently $14,960, escalating annually up to $18,204.
Our China subsidiary, Virtuix Manufacturing (Zhuhai) Co., Ltd., leases office, warehouse, and storage space at 8 Pingdong 2nd Road, Nanping Science Park, Zhuhai, Guangdong, China 519060, under an operating lease that expires on December 31, 2026. Monthly base rent under this lease is currently $11,972. We also maintain a month-to-month apartment lease in China.
Our Hong Kong subsidiary, Virtuix Manufacturing Limited, leases office space at Unit 19, 12/F, Fortune Commercial Building, 362 Sha Tsui Road, Tsuen Wan, New Territories, Hong Kong, under leases expiring in June and July 2027.
The registered office of Virtuix Manufacturing Taiwan Ltd., our Taiwan subsidiary, is located at 6F, No. 81, Sec. 3, Cheng-Gong Road, Neihu District, Taipei, Taiwan 114.
We do not own any real property. We believe that our existing facilities are adequate to meet our current needs and that suitable additional or substitute space will be available as needed to accommodate any future expansion of our operations.
Item 3. Legal Proceedings.
As of March 31, 2026, to the knowledge of our management, there was no material litigation, arbitration or governmental proceeding pending against us or any members of our management team in their capacity as such that, if determined adversely to us, would in our estimation, have a material adverse effect on our business, operating results, cash flows or financial condition.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our Class A common stock is listed on the Nasdaq Global Market (“Nasdaq”), under the symbol “VTIX.”
Holders
As of March 31, 2026, there were approximately 10,713 stockholders of record of our Class A common stock and one stockholder of record of our Class B common stock. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose Class A common stock is held of record by banks, brokers and other financial institutions.
Dividends
We have never declared or paid dividends on our Class A common stock. We currently intend to retain all available funds and any future earnings to fund the development, commercialization and growth of our business, and therefore we do not anticipate declaring or paying any dividends on our common stock in the foreseeable future. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors. Any such determination will also depend upon our business prospects, operating results, financial condition, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Our future ability to pay dividends on our common stock may also be limited by the terms of any future debt securities or credit facility.
Securities Authorized for Issuance under Equity Compensation Plans
Information regarding securities authorized for issuance under equity compensation plans is set forth in Item 12 of Part III of this Annual Report on Form 10-K.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings
Unregistered Sales of Securities
During the fiscal year ended March 31, 2026, we issued the following unregistered securities. Unless otherwise indicated, the securities were issued in private transactions to accredited investors for cash consideration, no general solicitation was used, and the offerings were made in reliance on Section 4(a)(2) of the Securities Act and/or Regulation D thereunder.
Regulation Crowdfunding Offerings
Between April 2025 and August 2025, in connection with our Regulation Crowdfunding offering, we issued an aggregate of 367,434 shares of our Series B Preferred Stock, for net proceeds of $1,832,362 (net of investor and issuer fees), in reliance on Section 4(a)(6) of the Securities Act. Following our corporate reclassification, each such share of Series B Preferred Stock converted into one share of our Class A common stock, and any instruments then outstanding that were convertible or exercisable for shares of Series B Preferred Stock became convertible or exercisable for shares of Class A common stock.
Private Placements
Between September 2024 and July 2025, we issued an aggregate 431,071 shares of Series B Preferred Stock and warrants to purchase up to 313,153 shares of common stock at an exercise price of $0.01 to investors, including 94,604 shares of Series B Preferred Stock and warrants to purchase up to 94,604 shares of common stock pursuant to the conversion of $517,500 in principal amount of the Promissory Notes, in a transaction exempt from registration under Section 4(a)(2) of the Securities Act, and Regulation D, Rule 506(b) promulgated thereunder for total proceeds of $2,047,490.
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In May 2025, we issued unsecured promissory notes to Jan Goetgeluk and Mieke Criel in principal amounts of $50,000 and $167,678, respectively, in a private placement exempt from registration under Section 4(a)(2) and/or Rule 506(b) of Regulation D. These notes were repaid in full on September 15, 2025; no amounts remain outstanding.
In October and November 2025, we issued unsecured promissory notes (the Second 2025 Notes) for total cash proceeds of $1,500,000. The notes bore principal equal to 110% of each investor’s cash investment, accrued simple interest at 6% per annum, and matured on March 31, 2026. From January through March 2026, certain holders converted outstanding indebtedness into an aggregate of 109,183 shares of Class A common stock at a conversion price of $7.44 per share (85% of the $8.75 Nasdaq listing price). On March 30, 2026, we repaid in full the remaining outstanding principal and accrued interest under the Second 2025 Notes for an aggregate cash payment of $874,443. These transactions were exempt from registration pursuant to Section 4(a)(2) and/or Regulation D.
Streeterville Convertible Notes and Related Warrants
On August 25, 2025, we entered into a securities purchase agreement with Streeterville Capital, LLC (Streeterville) and issued (i) a secured convertible promissory note in the principal amount of $2,220,000 (the First Note), bearing interest at 6% per annum and secured by substantially all of our assets, and (ii) a warrant to purchase a number of shares of Class A common stock equal to $4,000,000 divided by the reference price established in connection with our direct listing. The First Note is convertible at 85% of the reference price. We paid no underwriting discounts or commissions; the First Note included an original issue discount, and we paid certain expenses. Pursuant to our placement agent agreement with Maxim Partners LLC (Maxim), we paid a cash success fee equal to 7.0% of the gross proceeds and reimbursed expenses. The issuance was exempt under Section 4(a)(2) and/or Regulation D.
On October 30, 2025, we issued to Streeterville (i) a secured convertible promissory note in the principal amount of $560,000 (the Second Note), and (ii) a warrant to purchase a number of shares of Class A common stock equal to $1,000,000 divided by the direct-listing reference price, on terms substantially similar to the First Note.
On December 19, 2025, we issued to Streeterville (i) a secured convertible promissory note in the principal amount of $560,000 (the Third Note), including a $50,000 original issue discount and $10,000 of closing costs (gross proceeds received at closing of $500,000), and (ii) a warrant to purchase a number of shares of Class A common stock equal to $1,000,000 divided by the direct-listing reference price. Each of the Second Note and Third Note is convertible at 85% of the reference price. We paid no underwriting discounts or commissions; each note included an original issue discount and we paid certain expenses. Pursuant to our placement agent agreement with Maxim, we paid a 7.0% cash success fee and reimbursed expenses. These issuances were exempt under Section 4(a)(2) and/or Regulation D.
Equity Financing Facilities and Warrant Exercises
On August 25, 2025, we entered into a separate Securities Purchase Agreement with Streeterville (the Equity Purchase Agreement), under which Streeterville committed to purchase, in one or more pre-paid advances over a 24-month period, up to an aggregate of $50,000,000 of our Class A common stock. At the closing of our direct listing on January 27, 2026, we issued to Streeterville a pre-paid advance in the original principal amount of $8,640,000 (net proceeds $8,000,000 after an 8% original issue discount). The advances accrue interest at 6% per annum and are, at Streeterville’s discretion, convertible into shares of our Class A common stock as described in the Equity Purchase Agreement. We also issued Streeterville a common stock purchase warrant (the “Equity Financing Warrant”) to purchase a number of shares of Class A common stock equal to $16,000,000 divided by $8.75, exercisable at $8.75 per share and expiring six months after the closing of our direct listing. We paid no underwriting discounts or commissions in connection with the Equity Purchase Agreement; the advance included an original issue discount. Pursuant to our placement agent agreement with Maxim, we are obligated to pay a cash success fee equal to 7.0% of gross proceeds received (and 7.0% of any warrant exercise proceeds) and to reimburse expenses. These issuances were exempt under Section 4(a)(2) and/or Regulation D.
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On January 28, 2026, Streeterville exercised a portion of the Debt Financing Warrant to purchase 57,500 shares of Class A common stock at $8.75 per share, for aggregate proceeds of $503,125. On January 29, 2026, we issued 200,000 shares of Class A common stock to Streeterville at $8.75 per share for aggregate proceeds of $1,750,000.
During February and March 2026, we issued an aggregate of 834,642 shares of Class A common stock to Streeterville at $6.00 per share for aggregate proceeds of $5,007,852. On February 9, 2026, and March 11, 2026, we amended certain Streeterville warrants to provide for a temporary $6.00 exercise price during specified periods; no general solicitation was used in connection with the amendments or exercises.
On September 1, 2025, we issued 115,169 shares of Class A common stock to Maxim and on February 10, 2026, we issued 171,807 shares Class A common stock to Maxim. Both issuances were part of Maxim’s compensation as an advisor, in a private transaction exempt from registration under Section 4(a)(2) and/or Rule 506(b) of Regulation D.
On November 6, 2025, we issued 22,857 shares of Class A common stock to MZHCI, LLC as compensation under an investor-relations consulting agreement, in a private transaction exempt from registration under Section 4(a)(2) and/or Rule 506(b) of Regulation D.
In January 2026, we agreed to issue an aggregate of 59,000 shares of Class A common stock to FMW Media Works LLC (“New To The Street”) in connection with a 12-month marketing and media services engagement, with 15,000 shares to be issued upon execution and 4,000 shares to be issued monthly thereafter. During the Reporting Period, we issued 15,000 shares on February 9, 2026 and 4,000 shares on March 6, 2026. These shares are “restricted securities” issued in reliance on Section 4(a)(2) and/or Regulation D.
On March 31, 2026, we entered into an exchange agreement with Streeterville (the “Exchange Agreement”) pursuant to which Streeterville acquired from prior investors our outstanding 2024 Notes and exchanged them for a new promissory note in the original principal amount of $2,681,718 (the “Exchange Note”). The Exchange Note bears interest at 6% per annum, compounded daily, and matures on July 1, 2027. The issuance of the Exchange Note was exempt from registration pursuant to Section 3(a)(9) of the Securities Act as an exchange with existing security holders with no commission or other remuneration paid for soliciting the exchange.
Use of Proceeds from Registered Offerings
We did not sell securities pursuant to a Securities Act registration statement that first became effective during the fiscal year ended March 31, 2026, and that would require “use of proceeds” disclosure under Rule 463 and Item 701(f) of Regulation S-K.
Issuer Purchases of Equity Securities
During the fiscal year ended March 31, 2026, we did not repurchase any shares of our Class A common stock or Class B common stock.
Item 6. [Reserved]
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, business strategy and the plans and objectives of Management for future operations, are forward-looking statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of our Management, as well as assumptions made by, and information currently available to, our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the audited consolidated financial statements and the notes thereto included in this Report under “Item 8. Financial Statements and Supplementary Data”.
Overview and History
Virtuix pioneers movement in AI-generated worlds, whether imaginary or real, through the development of omni-directional treadmills that enable natural locomotion within VR games, digital twins, and other applications. Since our founding in 2013, we have introduced three generations of products to market, generating over $20 million in cumulative sales. Our flagship product, Omni One, represents a breakthrough in home entertainment, combining full-body movement with immersive VR gaming and fitness. We operate a vertically integrated business across product design, game development, manufacturing, and distribution, with a focus on three key markets: consumer, enterprise, and defense.
Our earlier products, Omni Pro and Omni Arena, established our footprint in commercial VR. We’ve sold more than 4,000 Omni Pro systems for enterprise, installed 80 Omni Arena systems at entertainment venues in the U.S., and built an Omni Arena player base of over 500,000 players who signed up with an email address to play. Omni One, our most recent product, is designed for the home consumer and supports full freedom of movement, including crouching, kneeling, and jumping, within popular VR games. In addition, we sell a version of Omni One for enterprise markets and, in parallel, we are developing VTW, a multi-user mission planning system targeted at the defense market.
We derive revenue through a combination of hardware sales and recurring software and service income. These include:
| ● | Omni One hardware sales, with pricing ranging from $2,495 to $2,995. |
| ● | Omni Online subscription service ($14/month or $140/year), offering multiplayer access, esports leaderboards, and free games. |
| ● | Game sales via Omni One’s proprietary game store. |
| ● | Enterprise solutions, including Omni One Enterprise and Omni Arena systems. |
| ● | Accessory and replacement parts sales for Omni One and Omni Arena systems. |
| ● | Omni Care maintenance subscriptions for Omni Arena. |
| ● | Omniverse Credits for Omni Pro and Omni Arena gameplay (per-minute usage fees). |
We target a gross margin of up to 40% on hardware sales of Omni One, Omni One for Quest, Omni One Core, and second-hand Omni Arena systems, and 70% gross margin on Omni One Enterprise hardware sales. Recurring revenue from Omni Online, game sales, Omni Care, and Omniverse Credits provide high-margin, predictable cash flows that recur after initial hardware sales.
Since inception, we have operated at a loss, with revenues of $4,252,643 and $3,590,438 for the years ended March 31, 2026 and 2025, respectively. Our net losses were $(16,799,253) and $(14,648,792) for the years ended March 31, 2026 and 2025, respectively. We anticipate continued operating losses as we pursue market penetration and revenue growth in 2027.
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Key milestones for achieving sustainable profitability include:
| ● | Scaling Omni One consumer sales through increased marketing and increased adoption as part of the Made for Meta program. |
| ● | Supplementing potentially high-volume Omni One consumer sales with potentially high-value defense contracts. We believe a “dual-use” strategy of building consumer sales plus defense contracts can position us for achieving revenue growth and sustainable profitability. |
VTW is still in development. We presented a proof-of-concept of VTW to potential customers at the I/ITSEC conference in Orlando, Florida, in December 2025, and we already sold Omni One test units to the U.S. Air Force Academy, YokoWERX (the innovation cell at Yokota Air Force Base), and the U.S. Military Academy at West Point. We also got selected for Phase 1 SBIR Funding by the U.S. Air Force to advance the development of VTW, and we got selected to be the lead integrator on the development of a VR infantry training system by the U.S. Marine Corps Training and Education Command (TECOM). However, we expect that meaningful sales in the defense sector may not materialize until fiscal year 2027 at the earliest. Despite the long sales cycle for penetrating the defense market, we believe that VTW will retain a strong competitive moat because of our expansive omni-directional treadmill patent portfolio, our position as a U.S. company, and the inherent barriers to entry for defense applications that competitors will face, including multi-year procurement cycles and high switching costs. To sell VTW, we will need to comply with certain requirements and regulations to qualify for government contracts or awards, depending on the type of contract or award, including but not limited to compliance with the FAR and DFARS, Export Administration Regulations, cybersecurity regulations, and requirements and restrictions related to the secure sourcing of components, including the Buy American Act and Berry Amendment. For additional information, see “Risk Factors — Our business with governmental entities will be subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto” of our Prospectus dated January 26, 2026. The development of VTW is part of our already ongoing R&D efforts and expenditures, and we do not foresee a meaningful increase in operational costs resulting from VTW.
Following our shift in R&D and marketing efforts to Omni One, and the shift in demand for entertainment attractions from staffed VR attractions such as Omni Arena to unstaffed, lower-tech offerings, we consider the Omni Arena business to be in sustaining mode. We no longer produce new systems or invest in new games or software upgrades for the system, but we continue to support our existing Omni Arena operators and earn recurring revenues from Omni Care maintenance contracts, Omniverse Credits sales, and the sale of repair and replacement parts. We also facilitate secondary market sales of Omni Arena systems and earn a target gross margin of approximately 40% on revenues earned from reselling second-hand systems and disassembling, moving, and installing such systems.
Our path to profitability relies on scaling Omni One sales at an acceptable CAC and on gaining adoption of VTW for immersive mission planning in the defense sector. Although we believe that our plans are realistic, there is no guarantee that we will be able to scale Omni One sales or find product-market fit in the defense sector.
We believe Virtuix is well placed at the intersection of immersive gaming, fitness, and enterprise VR, and at the leading edge of the development of hyper-realistic digital twins of the real world through Gaussian splatting and other AI-driven 3D reconstruction technologies. In a world where AI is used to rapidly generate realistic virtual environments, whether imaginary game worlds or digital twins of the real world, we pioneer the technology and products for physically moving around in these virtual environments. We believe we are positioned to help define the next decade of VR advancements and be a leader in immersive gaming and simulation.
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Factors Affecting our Business and Results of Operations
This section includes a summary of our historical results of operations, including detailed comparisons of our results for the years ended March 31, 2026 and 2025. We have derived the data from our financial statements included elsewhere in this Report.
Results of Operations
Fiscal Year 2026 Compared to Fiscal Year 2025
Net Revenues
Net sales for the year ended March 31, 2026, were $4,252,643, an 18% increase from sales of $3,590,438 for the year ended March 31, 2025. This increase is primarily attributable to new sales of Omni One, including resulting from a strong 2025 holiday season, whereas sales in the prior year primarily stem from fulfillment of legacy Omni One preorders that were placed during our preorder period that ended in September 2024. In the year ended March 31, 2026, net revenues of $405,656 were attributable to the fulfillment of outstanding Omni One preorders, with $264,990 of those net preorder revenues resulting from sales to investors who used an investor discount. In the year ended March 31, 2025, net revenues of $2,104,446 were attributable to the fulfillment of Omni One preorders placed prior to fiscal year 2025, with $1,391,201 of those net preorder revenues resulting from sales to investors who used an investor discount.
The following table summarizes our revenue by product line:
| Year Ended March 31, 2026 | Year Ended March 31, 2025 | |||||||
| SALES | ||||||||
| Omni Pro units and accessories, net of discounts | $ | 162,592 | $ | 60,041 | ||||
| Omniverse Credits | 137,143 | 214,257 | ||||||
| Omni Care program | 175,333 | 130,990 | ||||||
| Omni Arena | 653,491 | 429,927 | ||||||
| Omni One, net of discounts | 2,732,009 | 2,755,223 | ||||||
| Resale activity | 392,075 | |||||||
| TOTAL NET SALES | $ | 4,252,643 | $ | 3,590,438 | ||||
Cost of Goods Sold
Cost of goods sold primarily consists of material costs and shipping costs of Omni One and Omni Arena.
Cost of goods sold in the year ended March 31, 2026 was $3,206,021, a decrease of $611,794 from cost of goods sold of $3,817,815 in the year ended March 31, 2025. The decrease was primarily attributable to lower per-unit overhead costs recognized in the 2026 period compared to the 2025 period. Since shipments of Omni One only started ramping up in late 2024, manufacturing overhead incurred during the production ramp-up period in 2024 was absorbed into units shipped during the year ended March 31, 2025, resulting in a higher per-unit manufacturing cost. In contrast, manufacturing and shipment activity during the year ended March 31, 2026 period was consistently higher, resulting in lower manufacturing overhead applied per unit.
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Gross profit in the year ended March 31, 2026 increased by $1,273,999 compared to gross loss in the year ended March 31, 2025, and gross margin as a percentage of revenues increased from -6% in the year ended March 31, 2025 to 25% in the year ended March 31, 2026. This increase in gross margin was the result of an increase in the selling price of the complete Omni One system from $2,595 to $3,495 plus shipping, effective since November 2024, a reduction in the per-unit manufacturing overhead cost, and the completion of the delivery of nearly all discounted units to equity crowdfunding investors. In the year ended March 31, 2026, net revenues of $1,352,982 resulted from the delivery of discounted units, and the aggregate value of all discounts totaled $256,491 for the same period.
Operating Expenses
Operating expenses consist of general and administrative expenses, which are primarily salaries, professional fees, and expenses related to the administrative functions of the Company, research and development expenses, which consist primarily of product development costs and salaries, and sales and marketing expenses, which represent advertising and other marketing costs, as well as the associated personnel costs.
| Year Ended March 31, 2026 | Year Ended March 31, 2025 | |||||||
| Selling Expenses | $ | 2,579,748 | $ | 1,645,147 | ||||
| General & Administrative | 7,940,232 | 10,129,112 | ||||||
| Research & Development | 845,994 | 2,185,133 | ||||||
| Total Operating Expenses | $ | 11,365,974 | $ | 13,959,392 | ||||
Total operating expenses decreased to $11,365,974 in the year ended March 31, 2026 from $13,959,392 in the year ended March 31, 2025.
| ● | Selling Expenses: For the year ended March 31, 2026 compared to the same period in 2025, Selling Expenses increased to $2,579,748 from $1,645,147, with the increase in the 2026 period largely driven by the significant digital ad spend for our Regulation Crowdfunding (“Reg CF”) investment campaign with StartEngine that ended around the end of June 2025, as well as increased ad spend for Omni One during the 2025 holiday season. |
| ● | General and Administrative Expenses: For the year ended March 31, 2026 compared to the same period in 2025, General and Administrative Expenses decreased to $7,940,232 from $10,129,112, primarily because the expenses in the year ended March 31, 2025 included a one-time non-cash stock-based compensation expense of approximately $4.7 million for the issuance of an incentive stock award to an advisor and Board member. Additionally, during the year ended March 31, 2026, the Company experienced a decrease in salary expenditures and an increase in legal and professional fees, primarily attributable to costs associated with the Nasdaq uplisting process. |
| ● | Research and Development: For the year ended March 31, 2026 compared to the same period in 2025, Research and Development expenses decreased to $845,994 from $2,185,133. This drop was due to a decrease in R&D spend and staffing following the completion of Omni One. |
Other Expense
For the year ended March 31, 2026, Other Expense totaled $6,354,643, primarily driven by $2,694,722 of non-cash financing expenses recognized in connection with amendments to certain outstanding warrants, together with $2,821,899 of non-cash amortization of debt discounts associated with warrants issued in connection with debt financings and original issue discounts. For the year ended March 31, 2025, Other Expense totaled $368,120, primarily comprised of interest expense on debt.
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Net Loss
As a result of the foregoing, net loss for the year ended March 31, 2026 was $(16,799,253) compared to $(14,648,792) for the year ended March 31, 2025, representing an increase in net loss of $2,150,461. The net loss for the year ended March 31, 2025 included a one-time non-cash stock-based compensation expense of approximately $4.7 million, and total non-cash stock compensation of $5.9 million, compared to non-cash stock-based employee compensation expense of approximately $441,000 for the year ended March 31, 2026. However, the net loss for the year ended March 31, 2026 included approximately $5.5 million of non-cash discount amortization and financing expenses associated with the Company’s debt and warrant financing activities, compared to no similar expenses during the year ended March 31, 2025.
Non-GAAP Financial Measures
Management reviews a variety of operational and financial metrics to assess the Company’s performance, allocate resources, and inform strategic decision-making. In addition to net sales, net loss, and other measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), this report includes certain operating metrics and non-GAAP financial measures that management considers meaningful in evaluating the Company’s operating performance.
These measures are used by management and the Board of Directors to assess trends in the business, evaluate the effectiveness of operational initiatives, and support decisions regarding investment and cost management. Management believes that the presentation of these non-GAAP financial measures provides investors with additional insight into the Company’s operating results and facilitates period-to-period comparisons.
Adjusted EBITDA
| For the Year Ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Reconciliation of GAAP net loss to Adjusted EBITDA | ||||||||
| NET LOSS | $ | (16,799,253 | ) | $ | (14,648,792 | ) | ||
| Plus: | ||||||||
| Taxes | 125,258 | 78,955 | ||||||
| Interest expense(1) | 3,543,037 | 369,420 | ||||||
| Depreciation and amortization | 625,987 | 482,389 | ||||||
| EBITDA | $ | (12,504,971 | ) | $ | (13,718,028 | ) | ||
| Plus: | ||||||||
| Stock-based compensation(2) | 1,676,960 | 5,860,695 | ||||||
| Financing Expense(3) | 2,694,722 | - | ||||||
| Loss on extinguishment of debt | 122,864 | - | ||||||
| ADJUSTED EBITDA | $ | (8,010,425 | ) | $ | (7,857,333 | ) | ||
| 1. | Interest expense for the year ended March 31, 2026 includes $2,821,899 of non-cash amortization of debt discount related to secured promissory notes issued to Streeterville Capital, LLC (see Note 9 – Notes Payable to the Consolidated Financial Statements). The debt discount results from the issuance of warrants as well as original issue discount and related closing costs, which are being amortized to interest expense over the term of the notes. |
| 2. | Stock-based compensation expense for the year ended March 31, 2026 consisted of $1,235,009 related to equity awards granted to vendors and service providers and $441,951 related to equity awards granted to employees, officers, and directors. Stock-based compensation expense for the year ended March 31, 2025 consisted entirely of employee, officer, and director awards, including a one-time non-cash charge of approximately $4.7 million. |
| 3 | Financing expense represents a one-time non-cash charge recognized in connection with amendments to certain outstanding warrants during the year ended March 31, 2026. |
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Adjusted EBITDA is a non-GAAP financial measure that we use to evaluate our operating performance. Adjusted EBITDA represents net income (loss), adjusted to exclude: (i) provision for (benefit from) income taxes, (ii) interest expense, net, (iii) depreciation and amortization, (iv) stock-based compensation expense, (v) non-recurring financing expense, and (vi) loss on extinguishment of debt.
We believe Adjusted EBITDA is useful to investors because it provides a supplemental measure of our operating cash flow by excluding non-cash expenses and other items that may not be indicative of our core operating results or that may vary significantly from period to period. For the periods presented, such non-cash items include amortization of debt discount, depreciation and amortization, and stock-based compensation expense, which can significantly impact reported net loss but does not impact our cash flow. However, Adjusted EBITDA has limitations and should not be considered in isolation or as a substitute for financial information prepared in accordance with GAAP. These limitations include the following:
| ● | Stock-based compensation has been, and is expected to continue to be, a significant recurring expense and an important component of our compensation strategy. |
| ● | Depreciation and amortization relate to assets that may require replacement in the future, and Adjusted EBITDA does not reflect the cash requirements for capital expenditures. |
| ● | Adjusted EBITDA does not reflect changes in working capital or the cash requirements necessary to service our debt. |
| ● | Other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently, limiting their usefulness as comparative measures. |
Accordingly, Adjusted EBITDA should be considered only as a supplement to, and not as a substitute for, net income (loss) and other measures prepared in accordance with GAAP.
Liquidity and Capital Resources
We continue to experience negative cash flows from operations as we expand our business. Our cash flows from operating activities are significantly affected by our cash investments to support the growth of our business in areas such as sales and marketing, product development, and general and administrative. Our operating cash flows are also affected by our working capital needs to support the scaling of manufacturing and inventories.
As of March 31, 2026 and March 31, 2025, the Company had cash on hand of $9,471,288 and $477,908, respectively. Since its inception, the Company has incurred net losses and funded its operations primarily through the issuance of equity securities. As of March 31, 2026, the Company had a total stockholders’ equity of $3,048,103, and a stockholders’ deficit of $(794,035) as of March 31, 2025. The Company has incurred recurring losses from operations, and as of March 31, 2026 and March 31, 2025, had an accumulated deficit of $(79,291,843) and $(62,492,590), respectively.
The Company’s continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. The Company has developed plans to raise funds and continues to pursue sources of funding that management believes, if successful, would be sufficient to support the Company’s operation and growth. As discussed in the Subsequent Events section of the Notes to the Consolidated Financial Statements, the Company has successfully executed sources of funding and debt conversions from April 2026 through June 2026. Streeterville has exercised 230,000 warrants during this period, resulting in proceeds to the Company of $1,380,000. Streeterville has also made partial redemptions in connection with the Exchange Agreement, resulting in principal debt reduction of $284,500. Additionally, we entered into an agreement with Streeterville in which the three outstanding secured convertible promissory notes converted fully into a second Pre-Paid Purchase, removing the upcoming maturity dates of the notes and terminating the secured notes’ lien on our assets.
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During the twelve months ended March 31, 2025, the Company raised the following proceeds from financing activities:
| ● | $3,598,805 through issuances of SAFE notes to accredited investors under Regulation D of the Securities Act. |
| ● | $2,999,051 through issuances of Series B preferred stock pursuant to a Reg CF campaign with StartEngine, an online equity crowdfunding platform, and to accredited investors under Regulation D of the Securities Act. |
| ● | $2,485,000 through issuances of unsecured promissory notes to accredited investors. Subsequently, outstanding notes with a principal amount of $117,500 were converted to Series B preferred stock during the fiscal year ended March 31, 2025, and outstanding notes with a principal amount of $400,000 were converted to Series B preferred stock during the fiscal year ended March 31, 2026. |
During the twelve months ended March 31, 2026, the Company raised the following additional proceeds from financing activities:
| ● | $1,832,362 (net of investor and issuer fees) through issuances of Series B preferred stock pursuant to a Reg CF campaign with StartEngine, an online equity crowdfunding platform. |
| ● | $112,990 through issuances of Series B preferred stock to accredited investors under Regulation D of the Securities Act. |
| ● | $217,678 through issuances of unsecured promissory notes to two related parties, which was subsequently paid back in the same period. For additional information, see “Certain Relationships and Related-Party Transactions — Related-Party Promissory Notes.” |
| ● | $2,000,000 through the First Note Purchase Agreement with Streeterville, pursuant to which Virtuix issued the First Note in the principal amount of $2,220,000. |
| ● | $500,000 through the Second Note Purchase Agreement with Streeterville, pursuant to which Virtuix issued the Second Note in the principal amount of $560,000. |
| ● | $500,000 through the Third Note Purchase Agreement with Streeterville, pursuant to which Virtuix issued the Third Note in the principal amount of $560,000. |
| ● | $1,500,000 through issuances of subordinated promissory notes (the “Second 2025 Notes”), pursuant to which Virtuix issued notes totaling $1,650,000. |
| ● | $8,000,000 through the initial advance of the PPP Agreement with Streeterville, which, per the August 25, 2025 Securities Purchase Agreement, was funded at the closing of the Company’s direct listing on January 27, 2026. |
| ● | $24,978 through exercise of stock options by a certain holder, pursuant to which Virtuix issued 10,720 shares of Class A common stock. |
| ● | $7,564,115 through the exercise of warrants, pursuant to which Virtuix issued 1,703,035 shares of Class A common stock. |
As an additional inducement for certain investors to participate in our Series B preferred stock financing, we issued warrants to purchase shares of our common stock. At the time of issuance, these warrants were exercisable for an aggregate of 313,153 shares of common stock of Virtuix at an exercise price of $0.01 per share. As of March 31, 2026, all 313,153 common stock warrants had been exercised.
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In association with various agreements to obtain financing with Western Technology Investment between September 2014 and April 2022, the Company has granted warrants to Western Technology Investment to purchase stock in Virtuix. These warrants were exercisable for an aggregate of 334,961 shares of common stock of Virtuix, of which 156,250 at an exercise price of $.80 per share, 128,646 at an exercise price of $2.332 per share, and 50,066 at an exercise price of $2.996 per share. As of March 31, 2026, all 334,961 common stock warrants had been exercised.
On August 25, 2025, we entered into a Securities Purchase Agreement with Streeterville, pursuant to which Virtuix issued the First Note in the principal amount of $2,220,000. The First Note includes an original issue discount of $200,000 and additional closing costs of $20,000. The First Note bears interest at a rate of 6% per annum, is secured by all assets of the Company, and matures nine months from the funding date. The Company received $2,000,000 in gross proceeds at closing. In addition, Streeterville received a common stock purchase warrant (the “Debt Financing Warrant”) to purchase up to a number of shares of our Class A common stock equal to $4,000,000 divided by the reference price established in connection with our direct listing, exercisable at the reference price and expiring six months after the closing of the direct listing. On October 30, 2025, we entered into a Securities Purchase Agreement with Streeterville, pursuant to which we issued (i) the Second Note in the principal amount of $560,000, bearing interest at 6% per annum and secured by substantially all of our assets and (ii) a common stock purchase warrant to purchase a number of shares of our Class A common stock equal to $1,000,000 divided by the reference price established in connection with our direct listing. The Second Note includes an original issue discount of $50,000 and additional closing costs of $10,000. The Company received $500,000 in gross proceeds at closing of the Second Note. On December 19, 2025, we entered into a Securities Purchase Agreement with Streeterville, pursuant to which we issued (i) the Third Note in the principal amount of $560,000, bearing interest at 6% per annum and secured by substantially all of our assets and (ii) a common stock purchase warrant to purchase a number of shares of our Class A common stock equal to $1,000,000 divided by the reference price established in connection with our direct listing. The Third Note includes an original issue discount of $50,000 and additional closing costs of $10,000. The Company received $500,000 in gross proceeds at closing of the Third Note.
The Streeterville Notes are convertible into shares of common stock at a price equal to 85% of the reference price established in connection with the Company’s direct listing. The Streeterville Notes are our only secured debt. They contain customary events of default, including failure to make payments or deliver shares, and provide for increased interest and penalties in the event of default. The Streeterville Notes may be prepaid at a premium, subject to certain conditions, and are subject to ownership and selling limitations. The shares underlying the Streeterville Notes and warrants will be registered for resale in connection with our direct listing. Ten days following the date on which the Resale Registration Statement providing for the registration of shares issuable pursuant to the Equity Purchase Agreement is declared effective, the Streeterville Notes will automatically be exchanged for and applied to the purchase price of a pre-paid purchase under the Equity Purchase Agreement in an aggregate principal amount equal to the outstanding balance then due under the Streeterville Notes.
Under applicable rules of the Nasdaq Stock Market, in no event may the Company issue more than the number of shares of its common stock which equals 19.99% of the pre-transaction common stock outstanding in a private transaction (the “Exchange Cap”) at a price less than the “Minimum Price” (as defined in the Nasdaq 5600 Series listing rules), unless the Company first obtains stockholder approval to issue shares of common stock in excess of the Exchange Cap in accordance with applicable Nasdaq listing rules. Furthermore, pursuant to the Debt Financing transaction documents, the Company must seek stockholder approval to exceed the Exchange Cap at its next annual or special meeting of stockholders. Accordingly, on January 21, 2026, the Company obtained stockholder approval to issue common stock, including the issuance of common stock upon conversion, exercise, or settlement of warrants, in an amount that may exceed 19.99% of the Company’s issued and outstanding common stock where the issue price is less than the Minimum Price.
Proceeds from the Debt Financing were used to pay off existing indebtedness, including but not limited to retiring the Company’s only secured indebtedness outstanding prior to the Debt Financing, with the remaining proceeds used or to be used for working capital and general corporate purposes.
On August 25, 2025, we entered into the Equity Purchase Agreement with Streeterville, pursuant to which Streeterville committed to purchase up to $50,000,000 of Class A common stock through one or more prepaid advances over a 24-month period. The initial advance of $8,000,000 (net of original issue discount) was funded at the closing of our direct listing, with subsequent advances subject to certain conditions, including minimum market capitalization, trading volume, and compliance with Nasdaq listing standards. Each advance includes an 8% original issue discount and bears interest at 6% per annum. Streeterville also received the Equity Financing Warrant. The conversion price for the advances is set at 120% of the reference price, with, subject to certain triggers, an alternate conversion price based on 90% of the lowest volume-weighted average price during the ten trading days prior to conversion, subject to a $2.00 price floor. The Equity Purchase Agreement includes customary events of default, selling and ownership limitations, Company covenants, and a prepayment option for the Company. The shares underlying the advances will be registered for resale following our direct listing. The shares underlying the warrants will be registered for resale in connection with our direct listing.
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We may request advances up to an aggregate of $50,000,000 over the term of the Equity Purchase Agreement; however, Streeterville’s obligation to fund advances is not solely at the discretion of the Company. Each advance is subject to a number of conditions, including that our market capitalization is at least $95,000,000 and both our 20-day and 60-day median and average daily trading volumes are at least $350,000 at the time of any request for a subsequent advance. Additional requirements include compliance with continued listing standards and an effective registration statement for the resale of shares issuable pursuant to the outstanding advances. If we fail to meet any of these conditions at the time of a request, Streeterville may decline to provide the requested funds. As a result, there is no assurance that we will be able to access the full $50,000,000 or any specific amount under the Equity Purchase Agreement, and our ability to request subsequent advances may be limited by market conditions, our performance, or other factors outside our control.
In October and November 2025, we issued unsecured promissory notes (the “Second 2025 Notes”) to investors in a transaction exempt from registration under Section 4(a)(2) of the Securities Act, and Rule 506(b) promulgated under Regulation D for total proceeds of $1,500,000. The Second 2025 Notes bear principal equal to 110% of each investor’s cash investment, accrue simple interest at 6.0% per annum, and mature on March 31, 2026 (as extended by the Company, in its sole discretion, from December 31, 2025). At or before maturity, the Company may repay the full outstanding principal and interest in cash or convert that amount into Common Stock at a price equal to 85% of the Nasdaq valuation price of $8.75; beginning on the date of our direct listing and continuing until full repayment, the noteholder may likewise elect to convert outstanding indebtedness at the same conversion price. During January and March 2026, holders of certain 2025 Notes converted an aggregate of $797,500 in outstanding principal, $14,588 in accrued unpaid interest, and $25,000 of unamortized debt discount into an aggregate of 109,183 shares of the Company’s Class A common stock pursuant to the terms of the applicable notes. Upon conversion, the corresponding debt obligations were extinguished and reclassified to stockholders’ equity. No gain or loss was recognized in connection with the conversions. During the fiscal year ended March 31, 2026, the Company also repaid an aggregate of $852,500 in outstanding principal and $21,943 in accrued unpaid interest to holders of certain 2025 Notes. As of March 31, 2026, the notes had no remaining balance.
As of March 31, 2026, our obligations include the Exchange Note issued to Streeterville Capital, LLC, with a principal amount of $2,681,718 maturing in July 2027, an EIDL loan with a carrying amount of approximately $24,500 maturing in August 2050, secured promissory notes issued to Streeterville Capital, LLC, convertible into shares of our Class A common stock, with an outstanding principal balance of $3,340,000 and accrued interest of approximately $103,533, a PPP advance with Streeterville Capital, LLC, with an original principal balance of $8,640,000, accrued interest of $92,160, and no stated maturity date, operating lease obligations totaling approximately $779,514, and outstanding gift card liabilities of approximately $446,000.
We anticipate incurring additional losses for the foreseeable future, and we may never become profitable. Furthermore, while we have decreased our operating expenses by reducing our personnel following the launch of Omni One, we nevertheless expect expenses to increase in connection with scaling sales, marketing, and production of Omni One, and in connection with being a public company. As of the date of this filing, following proceeds of $1,380,000 from Streeterville warrant exercises, we estimate we will have the resources to conduct our planned operations for at least 9 months. To continue as a going concern and execute our operating plan for the next 12 months, we estimate we will require additional funding of approximately $2,500,000.
Our operating plan is predicated on a variety of assumptions including, but not limited to, the level of product demand, cost estimates, our ability to continue to raise additional financing and the state of the general economic environment in which we operate. There can be no assurance that these assumptions will prove accurate in all material respects, or that we will be able to successfully execute our operating plan. In the absence of additional appropriate financing, we may have to modify our plan or slow down the pace of development and commercialization.
The following table summarizes our cash flows from operating, investing, and financing activities for the fiscal years ended March 31, 2026 and March 31, 2025:
| Year Ended March 31, 2026 | Year Ended March 31, 2025 | |||||||
| Net cash used in operating activities | $ | (9,504,380 | ) | $ | (7,890,252 | ) | ||
| Net cash used by investing activities | $ | (97,045 | ) | $ | (467,189 | ) | ||
| Net cash provided by financing activities | $ | 18,594,805 | $ | 8,565,320 | ||||
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Tariffs
Our products are currently manufactured primarily in China and imported into the United States. U.S. import tariff rates, which under the two Trump administrations fluctuated widely, have potential to materially impact our financial results by reducing our profit margins or forcing us to raise selling prices to the consumer, which could in turn depress demand. We consider the materiality threshold to be any tariff level that exceeds 30% and remains elevated for a sustained period. For additional information, see “Risk Factors — Unfavorable global economic and political conditions, including tariffs and trade barriers, could adversely affect our business, financial condition or results of operations” of our Prospectus dated January 26, 2026.
On February 20, 2026, the U.S. Supreme Court ruled against the tariffs the Trump administration had imposed under the International Emergency Economic Powers Act (IEEPA). In response, the Trump administration signaled its intention to seek alternative mechanisms for imposing tariffs. Although these developments may reduce the likelihood of tariffs being imposed under emergency authorities such as IEEPA, the Trump administration has signaled its intent to pursue alternative statutory mechanisms to impose or increase tariffs, and other tariffs (including those imposed under Sections 301 and 232) remain in effect. As a result, while these developments may exert some downward pressure on certain tariff rates, tariffs remain elevated relative to historical levels and continue to present material uncertainty and risk.
As we detailed in our Prospectus, we have mitigated the potential impact of high tariffs on China-made goods by developing Taiwan as an alternative manufacturing location. We expect Taiwan and the U.S. to maintain friendly trade relations. Taiwan has earned favorable tariff treatment by increasing purchases of U.S. commodities and scaling up investments in America’s manufacturing sector. On January 15, 2026, the U.S. and Taiwan signed a new trade agreement lowering tariffs on Taiwan-made goods to 15%.
In January 2023, we opened a wholly owned Taiwan subsidiary named Virtuix Manufacturing Taiwan Ltd. and began outsourcing some Omni One materials to Taiwanese factories. If import tariffs on goods from China were to exceed the materiality threshold for a sustained period, we can expand our Taiwan manufacturing program by assembling the entire Omni One product in Taiwan.
Emerging Growth Company
We are an “emerging growth company,” as defined in the Jump Start Our Business Startups Act of 2012 (“JOBS Act”). The status of “emerging growth company” enables us to invest more in research & development and customer acquisition rather than compliance overhead. As an emerging growth company, we are eligible to take advantage of certain exemptions from various reporting and disclosure requirements that are applicable to public companies that are not emerging growth companies, and we have elected to take advantage of those exemptions. For so long as we remain an emerging growth company, we will not be required to:
| ● | have an auditor attestation report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”); |
| ● | submit certain executive compensation matters to shareholder advisory votes pursuant to the “say on frequency” and “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; or |
| ● | disclose certain executive compensation related items, such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. |
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In addition, the JOBS Act provides that an emerging growth company may take advantage of an extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies. This means that an emerging growth company can delay adopting certain accounting standards until such standards are otherwise applicable to private companies. We have elected to take advantage of the extended transition period. Since we will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, our financial statements may not be comparable to the financial statements of companies that comply with public company effective dates. If we were to subsequently elect to comply with these public company effective dates, such election would be irrevocable pursuant to Section 107 of the JOBS Act.
We will remain an emerging growth company for up to five years, or until the earliest of: (i) the last date of the fiscal year during which we had total annual gross revenues of $1.235 billion or more; (ii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or (iii) the date on which we are deemed to be a “large accelerated filer” as defined under Rule 12b-2 under the Exchange Act.
We do not believe that being an emerging growth company will have a significant impact on our business. Also, even once we are no longer an emerging growth company, we still may not be subject to auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act unless we meet the definition of a large accelerated filer.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates under different assumptions or conditions. While there are a number of significant accounting policies affecting our consolidated financial statements, management believes the following critical accounting policies involve the most complex, difficult and subjective estimates and judgments.
Emerging Growth Company Status
We are an “emerging growth company,” as defined in the Jump Start Our Business Startups Act of 2012 (“JOBS Act”). Under Section 107 of the JOBS Act, emerging growth companies are permitted to use an extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards that have different effective dates for public and private companies. We have elected to use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company, or (ii) affirmatively and irrevocably opt out of the extended transition period provided in Section 7(a)(2)(B). By electing to extend the transition period for complying with new or revised accounting standards, our financial statements may not be comparable to the financial statements of companies that comply with public company effective dates.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Virtuix Holdings Inc. as well as its subsidiaries required to be consolidated under accounting principles generally accepted in the United States of America (“GAAP”). Significant intercompany accounts and transactions have been eliminated upon consolidation.
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Basis of Presentation
The consolidated financial statements are presented using the accrual basis of accounting, in U.S. dollars which is the Company’s functional currency. Therefore, revenues are recognized when earned and expenses are recognized when incurred.
The Company has adopted a fiscal year ending March 31 of each year.
Management’s Estimates
Preparing the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Going Concern
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
The Company has not generated profits since inception and has incurred net losses of $16,799,253 and $14,648,792 for the years ended March 31, 2026 and 2025, respectively, and has accumulated deficits of $79,291,843 and $62,492,590 as of March 31, 2026 and March 31, 2025, respectively. These factors, when considered in conjunction with the Company’s working capital and liquid assets as of March 31, 2026, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued. Subsequent to March 31, 2026, the Company raised additional capital that has improved liquidity and is expected to mitigate the conditions that gave rise to this substantial doubt.
Management has taken several actions that it believes will ensure that the Company will continue as a going concern for the next twelve months from the date the consolidated financial statements are available to be issued:
| 1. | Continuing to ramp up marketing and sales of Omni One; with anticipated significant revenues from this product line; and |
| 2. | Raising capital from existing and new shareholders as necessary to fund operations. |
No assurance can be given that these efforts will be successful. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which provides a five-step model to determine when and how revenue is recognized. Under this model, revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring control of goods or services to a customer.
The Company applies the following five steps to all revenue-generating arrangements:
| 1. | Identify the contract with a customer; |
| 2. | Identify the performance obligations in the contract; |
| 3. | Determine the transaction price; |
| 4. | Allocate the transaction price to the performance obligations; and |
| 5. | Recognize revenue when or as each performance obligation is satisfied. |
The Company’s contracts typically consist of product sales, installation services, support programs, or the sale of digital playtime credits. Each of these is evaluated to determine whether it represents a separate performance obligation.
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The majority of revenue arrangements involve a single performance obligation to transfer or install physical goods. Revenue is recognized when control is transferred to the customer, which occurs as follows:
| ● | Omni Pro units and related accessories — Revenue is recognized upon shipment to the customer, which is when control transfers and title passes. |
| ● | Omni One units — Revenue is recognized upon shipment, consistent with the Company’s shipping terms. |
| ● | Omni Arena systems — Revenue is recognized upon installation at the customer’s location, which is when control transfers. |
| ● | Omni Care service program — treated as a separate performance obligation included with each Omni Arena contract. The transaction price is allocated to this performance obligation on a relative standalone selling price basis, using observable standalone pricing of $2,000 per quarter. Accordingly, $8,000 associated with Omni Care is included in the initial contract transaction price and is recognized ratably over the first 12 months of the contract term, as the services are provided evenly over time. Following the initial 12-month period, customers are billed $2,000 per quarter for continued Omni Care services. Fees billed after the first year are recognized ratably over the applicable quarterly service period. |
| ● | Omniverse Credits — These credits grant access to virtual content or gameplay tied to Omni Pro and Omni Arena units. Revenue is recognized over the period during which access is expected to be consumed, typically two months from purchase based on usage patterns. |
| ● | Omni Online — Revenue is recognized over time, ratably over the subscription period. |
| ● | Omni One extended warranty — Sold separately from the Omni One unit and represents a service-type warranty. The transaction price is allocated to the extended warranty on a relative standalone selling price basis, with an observable standalone selling price of $295. Revenue is recognized ratably over the 3-year warranty term. |
Contracts may include multiple performance obligations. In such cases, the Company allocates the transaction price to each obligation based on relative standalone selling prices. Payment terms are generally fixed and do not include significant financing components.
Amounts received in advance of satisfying performance obligations are recorded as contract liabilities and recognized as revenue when the related obligation is fulfilled. The Company’s contracts do not typically include variable consideration, material rights, or warranties that give rise to separate performance obligations. Additionally, the Company has evaluated its role in the sale of digital content and has concluded that it acts as the principal, as it controls the content prior to transfer to the customer.
Cash and Cash Equivalents
The Company considers deposits that can be redeemed on demand and investments with original maturities of three months or less, when purchased, to be cash equivalents. As of March 31, 2026 and March 31, 2025, the Company’s cash and cash equivalents were deposited primarily in five financial institutions. Deposits with these institutions may exceed federally insured limits. Management believes that the financial institutions holding the Company’s cash are financially sound and, accordingly, the Company does not believe it is exposed to any significant credit risk related to its cash and cash equivalents.
All of a depositor’s accounts at an insured depository institution, including all non-interest bearing accounts, are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 in total. Balances in excess of this coverage are uninsured and subject to loss should the institution fail, with a possible offset against outstanding loans. The Company has not experienced any losses in such accounts and management believes the Company is not exposed to any significant credit risk related to cash. Cash and cash equivalents in the amount of $226,309 and $196,962, representing foreign deposits at financial institutions, are not insured by the FDIC at March 31, 2026 and March 31, 2025, respectively.
Accounts Receivable
Terms of payment are generally thirty days from the invoice date. Receivables are recorded net of an allowance for credit losses, which is established based on management’s best estimate of probable credit losses after considering factors such as previous loss history, customers’ ability to pay their obligations, and the condition of the general economy and industry as a whole.
Inventory Valuation
Inventory is stated at the lower of cost (first-in, first-out) or net realizable value in accordance with Topic 330, Inventory. Cost is computed using weighted average cost at one subsidiary and specific identification cost at the remaining subsidiaries. There is no material impact on the comparability of the financial results as a result of these differing methods. The Company applies net realizable value and obsolescence to the gross value of the inventory.
The Company estimates net realizable value based on estimated selling price less further costs to completion and disposal. The Company impairs slow-moving products by comparing inventories on hand to projected demand. When impairments are established, a new cost basis of the inventory is created.
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Property and Equipment
Property and equipment are recorded at cost, less accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. Leasehold improvements are amortized over the shorter of the term of the respective operating lease or the estimated economic life of the asset. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate.
The estimated useful lives for significant property and equipment categories are as follows:
| Computer Equipment | 5 years | |
| Furniture and Fixtures | 7 years | |
| Machinery and Equipment | 3 – 7 years | |
| Office Equipment | 5 – 7 years | |
| Leasehold Improvements | 3 – 5 years |
Fair Value Measurements
The Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable, accrued expenses, notes payable, and lease liability. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.
Financial Accounting Standards Board (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:
| ● | Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. |
| ● | Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). |
| ● | Level 3 — Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. |
The carrying amounts reported in the consolidated balance sheets approximate their fair value.
Intangibles
The Company’s intangible assets include software, trademarks, customer lists, and a website, which are amortized on a straight-line basis over their estimated useful lives. The costs of developing intangible assets for internal use are expensed as incurred.
The estimated useful lives for significant intangible asset categories are as follows:
| Software | 3 – 5 years | |
| Trademarks | Indefinite | |
| Customer Lists | 3 years | |
| Website | 3 years |
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Software and Website Development Costs
The Company accounts for software development costs in accordance with several accounting pronouncements, including Topic 730, Research and Development, Topic 985-20, Costs of Computer Software to be Sold, Leased, or Marketed and Topic 330-10, Inventory.
Costs incurred during the period of planning and design, prior to the period determining technological feasibility, for all software developed for internal and external use, has been charged to operations in the period incurred as research and development costs. Additionally, costs incurred after determination of readiness for market have been expensed as research and development. The Company capitalizes certain costs in the development of its proprietary software (computer software to be sold, leased or licensed) for the period after technological feasibility was determined and prior to marketing and initial sales. Once technological feasibility is reached, and the software has been released for sale, such costs are capitalized and amortized to cost of revenue over the estimated lives of the products. These capitalized costs are amortized over their estimated useful lives and reviewed for impairment in accordance with Topic 330 when indicators of impairment exist.
Website development costs are accounted for separately under Topic 350-50, Website Development Costs.
Deferred Revenue
Deferred revenue represents cash received from customers for which the related revenue has not yet been earned. This primarily includes unfilled orders of Omni One units and Omni Pro units that have not yet been delivered or refunded by the end of the reporting period. Deferred revenue also includes amounts billed but not yet recognized for Omni Arenas installations and parts, as well as deferred revenue related to Omniverse Credits and Omni Care subscriptions associated with installed Omni Arena units for which revenue recognition criteria have not been met.
Deferred revenue as of March 31, 2026 and March 31, 2025 consists of the following:
| March 31, 2026 | March 31, 2025 | |||||||
| Omni One | $ | 24,121 | $ | 936,821 | ||||
| Omni One Extended Warranty | 21,855 | - | ||||||
| Omni Pro | 450,732 | 451,545 | ||||||
| Omni Arena | 94,744 | 290,169 | ||||||
| Omni Online | 29,874 | 44,104 | ||||||
| Omniverse Credits | 27,001 | 37,584 | ||||||
| Omni Care subscriptions | 18,000 | 9,333 | ||||||
| Total | $ | 666,327 | $ | 1,769,556 | ||||
Revenue recognized during the year ended March 31, 2026 and 2025 that was included in deferred revenue at the beginning of the respective periods was $3,571,140 and $3,100,627, respectively.
Payments received from customers during the year ended March 31, 2026 and 2025 that increased deferred revenue were $2,703,064 and $3,109,944, respectively.
Deferred revenue includes legacy preorders for Omni Pro units that we have not been able to refund to customers due to an inability to get in touch with these customers. We no longer produce or sell Omni Pro. As of March 31, 2026, the value of unrefunded Omni Pro preorders totaled $449,635. We plan to report these preorders as unclaimed (escheated) property to the State of Texas and submit these funds to the Texas Comptroller of Public Accounts. The related balance will be reclassified from deferred revenue to an escheatment liability account, both of which are presented within current liabilities. The liability will be relieved when the funds are remitted to the State. There will be no impact to the Company’s Consolidated Statement of Operations because we will not recognize revenues or expenses on these preorders. Upon remittance, both cash and current liabilities will be decreased on the Consolidated Balance Sheet, and the remittance will be reflected as a cash outflow within cash used in operating activities in our Consolidated Statement of Cash Flows.
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Deferred revenue previously included outstanding Omni One preorder deposits of $200 each from customers who placed a preorder for Omni One but have not yet completed their purchase. However, during the year ended March 31, 2026, the Company issued customers gift cards as a replacement for their preorder deposit, and thus, reclassified preorder purchases totaling $226,445 from Deferred Revenue to a separate liability account. We expect most of these gift cards to be applied by the customers to a future purchase of Omni One, or otherwise to expire unclaimed.
Advertising Costs
Advertising costs are expensed as incurred, and are included in selling expenses in the accompanying consolidated statements of operations. Total advertising expense for the year ended March 31, 2026 and 2025, was $1,317,794 and $347,429, respectively.
Federal Income Taxes
Topic 740, Income Taxes, clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. Topic 740 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure, and transition. No uncertain tax positions were identified. The Company recognizes tax related interest and penalties, if any, as a component of income tax expense. The Company has never incurred any federal income tax liability and has not paid any federal income taxes since its inception.
The U.S. federal tax returns are subject to examination by the Internal Revenue Service, generally for three years after they are filed. State tax returns are subject to examination generally for five years after they are filed.
Net Loss Per Share
Basic and diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The Company presents both basic and diluted net loss per share. Basic net loss per share includes only the weighted-average common shares outstanding during the period.
Potentially dilutive securities that were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive, include stock options, RSUs, warrants, and convertible preferred stock. The total number of potentially dilutive shares excluded from the computation was 5,790,884 and 24,336,200 at March 31, 2026 and 2025, respectively.
Foreign Currency Remeasurements
The Company’s non-U.S. subsidiaries, VML and its wholly-owned subsidiary VML_ZH, along with VMT, operate using the U.S. dollar as the functional currency. The effect of foreign currency exchange rate fluctuations on consolidated balance sheet accounts were not material for the year ended March 31, 2026 and 2025.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 8. Financial Statements and Supplementary Data.
Attached.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2026. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.
Management’s Report on Internal Controls Over Financial Reporting
This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.
Changes in Internal Control over Financial Reporting
As previously disclosed, in preparation for our direct listing, management identified material weaknesses in our internal control over financial reporting related to: (i) insufficient written policies and procedures to ensure the correct application of accounting and financial reporting requirements under GAAP and SEC disclosure requirements; (ii) limitations in segregation of duties due to the Company’s size and nature; and (iii) controls related to the identification, approval, and reporting of material related-party transactions and developments.
During the quarter ended March 31, 2026, management completed the implementation of remediation measures designed to address these previously identified material weaknesses. These remediation measures included formalizing and documenting accounting and financial reporting policies and procedures, implementing appropriate segregation of duties where possible and enhanced compensating controls where full segregation is not economically feasible, enhancing controls and procedures related to the identification, approval, and reporting of material related-party transactions and developments, expanding accounting and finance resources, and implementing new financial reporting processes.
Based on the design and operation of these remediation measures, management concluded that the previously identified material weaknesses had been remediated as of March 31, 2026. Other than the remediation measures described above, there were no changes in our internal control over financial reporting during the quarter ended March 31, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
A portion of our directors’ and officers’ compensation is in the form of equity awards and, from time to time, they may engage in open-market transactions with respect to our securities for diversification or other personal reasons. All such transactions in our securities by directors and officers must comply with our Insider Trading Policy, which requires that transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information.
Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in the Company’s securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information. The following table describes the contracts, instructions or written plans for the purchase or sale of securities
| Name | Title | Action | Date Adopted | Termination Date | Aggregate Number of Securities to Be Sold | |||||
| May 6, 2026 | Up to | |||||||||
| President, | January 28, 2027 | Up to |
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
26
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2026 Annual Meeting of Stockholders.
Code of Business Conduct and Ethics
We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of the code is posted on our website at www.Virtuix.com. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a Current Report on Form 8-K.
Insider Trading Policy
We have
27
Item 11. Executive Compensation.
The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2026 Annual Meeting of Stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2026 Annual Meeting of Stockholders.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2026 Annual Meeting of Stockholders.
Item 14. Principal Accountant Fees and Services.
The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2026 Annual Meeting of Stockholders.
28
PART IV
Item 15. Exhibit and Financial Statement Schedules.
(a) The following documents are filed as part of this Form 10-K:
(1) Financial Statements:
(2) Financial Statement Schedules:
All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are not applicable.
(3) Exhibits
The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Annual Report on Form 10-K.
EXHIBIT INDEX
29
| * | Filed herewith |
30
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Virtuix Holdings Inc.
| By: | /s/ Jan Goetgeluk | |
| Chief Executive Officer |
June 25, 2026
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jan Goetgeluk as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons in the capacities and on the dates indicated.
| Name | Position | Date | ||
| /s/ Jan Goetgeluk | Chief Executive Officer, Director | June 25, 2026 | ||
| Jan Goetgeluk | (principal executive officer) | |||
| /s/ Thomas McGinnis | Chief Financial Officer | June 25, 2026 | ||
| Thomas McGinnis | (principal financial and accounting officer) | |||
| /s/ David Allan | President, Chief Operating Officer, Director | June 25, 2026 | ||
| David Allan | ||||
| /s/ Ugo de Charette | Director | June 25, 2026 | ||
| Ugo de Charette | ||||
| /s/ John Cunningham | Director | June 25, 2026 | ||
| John Cunningham | ||||
| /s/ Parth Jani | Director | June 25, 2026 | ||
| Parth Jani | ||||
| /s/ Brett Moyer | Director | June 25, 2026 | ||
| Brett Moyer | ||||
| /s/ Randolph Read | Director | June 25, 2026 | ||
| Randolph Read |
31
VIRTUIX HOLDINGS INC.
INDEX TO FINANCIAL STATEMENTS
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and
Stockholders of Virtuix Holdings Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Virtuix Holdings, Inc. and subsidiaries (the Company) as of March 31, 2026, and 2025, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the two years in the period ended March 31, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026, and 2025 and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2026, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
F-2
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition
As discussed in Note 3, the Company recognizes revenue upon transfer of control of promised goods and services, such as the delivery of product and installation to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.
Auditing management’s evaluation of delivery of product and installation with customers involves significant judgment, given the fact that some agreements require management’s evaluation and confirmation of completion of the performance obligations. Given these factors and due to the volume of transactions, the related audit effort in evaluating management’s judgments in determining revenue recognition for these customer agreements was extensive and required a high degree of auditor judgement.
To evaluate the appropriateness and accuracy of the assessment by management, we evaluated management’s assessment in relationship to the relevant agreements.
/s/
We have served as the Company’s auditor since 2025.
June 25, 2026
F-3
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2026 AND 2025
ASSETS
| March 31, 2026 | March 31, 2025 | |||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Receivables, net of allowance for credit losses | ||||||||
| Inventory | ||||||||
| Prepaids and other current assets | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| NONCURRENT ASSETS | ||||||||
| Property and equipment | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Net property and equipment | ||||||||
| Intangibles | ||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Net intangibles | ||||||||
| Investment in joint venture | ||||||||
| Other assets | ||||||||
| Right-of-use asset - operating | ||||||||
| TOTAL NONCURRENT ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-4
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2026 AND 2025
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
| March 31 2026 | March 31 2025 | |||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Deferred revenue | ||||||||
| Gift card liability | ||||||||
| Due to related party | ||||||||
| Current portion of notes payable, net of discount and unamortized deferred loan costs | ||||||||
| Current portion of EIDL loan | ||||||||
| Lease liability - operating | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| LONG-TERM LIABILITIES | ||||||||
| Notes payable, net of discount and unamortized deferred loan costs | ||||||||
| EIDL loan | ||||||||
| Lease liability, net of current portion - operating | ||||||||
| TOTAL LONG-TERM LIABILITIES | ||||||||
| TOTAL LIABILITIES | ||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Preferred stock, $ | ||||||||
| Class A common stock, $ | ||||||||
| Class B common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | ( | ) | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31, 2026 AND 2025
| 2026 | 2025 | |||||||
| NET SALES | $ | $ | ||||||
| COST OF GOODS SOLD | ||||||||
| GROSS PROFIT (LOSS) | ( | ) | ||||||
| OPERATING EXPENSES | ||||||||
| Selling expenses | ||||||||
| General and administrative expenses | ||||||||
| Research and development expenses | ||||||||
| TOTAL OPERATING EXPENSES | ||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ||||
| OTHER INCOME (EXPENSE) | ||||||||
| Interest income | ||||||||
| Other income | ||||||||
| Loss on extinguishment of debt | ( | ) | ||||||
| Other expense | ( | ) | ( | ) | ||||
| Interest expense | ( | ) | ( | ) | ||||
| Financing expense | ( | ) | ||||||
| TOTAL OTHER INCOME (EXPENSE) | ( | ) | ( | ) | ||||
| PROVISION FOR INCOME TAX | ||||||||
| Enterprise income tax expense | ||||||||
| Delaware franchise tax | ||||||||
| TOTAL PROVISION FOR INCOME TAX | ||||||||
| SHARE OF LOSS IN JOINT VENTURE | ( | ) | ||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| Weighted average common shares outstanding: | ||||||||
| Basic and Diluted | ||||||||
| Net loss per share: | ||||||||
| Basic and Diluted | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE YEARS ENDED MARCH 31, 2026 AND 2025
| Preferred Stock | Class A Common Stock | Class B Common Stock | Treasury | Treasury | Additional Paid-In | SAFE | Accumulated | |||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Stock | Capital | Notes | Deficit | Total | |||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||
| Exercise of common stock warrants | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of preferred stock | ||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for services | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of SAFE Notes | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Conversion of SAFE notes | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Exercise of common stock warrants | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Issuance of preferred stock | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of preferred stock for debt extinguishment | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of warrants for debt extinguishment | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||
| Fair value of common stock warrants | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for services | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Conversion of promissory notes | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||
| Preferred stock reclass | ( | ) | ( | ) | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Investor incentive | - | - | - | - | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||||||
| Fractional Share Rounding | - | - | ( | ) | ( | ) | - | - | - | ( | ) | |||||||||||||||||||||||||||||||||||||
| Class A to Class B share conversion | - | - | ( | ) | ( | ) | - | |||||||||||||||||||||||||||||||||||||||||
| Exercise of employee stock options | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Equity issuance costs | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Warrant modification (financing expense) | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-7
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2026 AND 2025
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization expense | ||||||||
| Amortization of discount on notes payable | ||||||||
| Amortization of loan cost | ||||||||
| Credit loss (recovery) expense | ( | ) | ||||||
| Stock-based compensation | ||||||||
| Share of loss in joint venture | ||||||||
| Warrant modification expense | ||||||||
| Loss on extinguishment of debt | ||||||||
| Stock issuance in exchange for services | ||||||||
| (Increase) decrease in assets: | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Other assets | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ||||||
| Operating lease right-of-use assets | ( | ) | ||||||
| Increase (decrease) in liabilities: | ||||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses | ||||||||
| Gift card liability | ||||||||
| Operating lease liabilities | ( | ) | ||||||
| Deferred revenue | ( | ) | ( | ) | ||||
| CASH USED IN OPERATING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Cash paid for purchases of property and equipment, including intangibles | ( | ) | ( | ) | ||||
| CASH USED IN INVESTING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Issuance of preferred stock | ||||||||
| Proceeds from SAFE notes | ||||||||
| Payments on short-term notes payable | ( | ) | ( | ) | ||||
| Payments on long-term notes payable | ( | ) | ( | ) | ||||
| Proceeds from short-term notes payable | ||||||||
| Payment for equity repurchase | ( | ) | ||||||
| Proceeds from warrants exercised, net of issuance costs | ||||||||
| Proceeds from convertible notes, net of issuance costs | ||||||||
| Proceeds from exercise of stock option | ||||||||
| Due (to) from related parties | ( | ) | ||||||
| CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||
| NET INCREASE (DECREASE) IN CASH | ||||||||
| CASH AT BEGINNING OF YEAR | ||||||||
| CASH AT END OF YEAR | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-8
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2026 AND 2025
| 2026 | 2025 | |||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Interest paid | $ | $ | ||||||
| Enterprise income taxes paid to People’s Republic of China | $ | $ | ||||||
| Delaware franchise tax paid | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||||||||
| SAFE notes converted to preferred stock | $ | $ | ||||||
| Fair value of warrants issued with SAFE Notes | $ | $ | ||||||
| Conversion of Class A common stock to Class B common Stock | $ | $ | ||||||
Debt and accrued interest extinguished for issuance of preferred stock | $ | $ | ||||||
| Conversion of preferred stock to common stock | $ | $ | ||||||
| Investor incentive | $ | $ | ||||||
| Fair value of warrants issued with convertible note | $ | $ | ||||||
| Promissory notes converted to common stock | $ | $ | ||||||
| Recognition of right-of-use assets - operating | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-9
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
Note 1. Nature of Operations
Virtuix Holdings Inc. (“Virtuix Holdings” or the “Company”) was formed on December 20, 2013, as a Delaware Corporation. The Company has a wholly-owned subsidiary, Virtuix Inc., a Delaware corporation formed on April 15, 2013. Virtuix Inc. develops virtual reality hardware and software, originally the Omni Pro, the first omni-directional treadmill that lets players walk and run freely in 360 degrees inside video games and other virtual worlds. In February 2019, the Company began to offer Omni Arena, a four-player esports attraction that includes four Omni Pro motion platforms. In January 2023, the Company began to offer Omni One, the first Omni entertainment system designed for the home. On June 24, 2015, the Company acquired
In July 2016, the Company formed a joint venture with Hero Entertainment, a Chinese game publisher and esports operator, to develop active virtual reality content and product bundles for the Chinese and U.S. markets. The joint venture, named Heroix VR (Shanghai) Co., Ltd. (the “Joint Venture” or “Heroix”), is a Sino-foreign equity joint venture company established under the laws of the People’s Republic of China and registered in Shanghai. VML has
Note 2. Going Concern
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
The Company has not generated profits since inception, has negative cash flows from operations, has sustained net losses of $
Management has taken several actions to ensure that the Company will continue as a going concern for the next twelve months from the date the consolidated financial statements are available to be issued:
| 1. | Continuing to ramp up marketing and sales of Omni One; with anticipated significant revenues from this product line; and |
| 2. | Raising capital from existing and new shareholders as necessary to fund operations. |
No assurance can be given that the Company will be successful in these efforts. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 3. Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Virtuix Holdings Inc. as well as its subsidiaries required to be consolidated under accounting principles generally accepted in the United States of America (“GAAP”). Significant intercompany accounts and transactions have been eliminated upon consolidation.
Basis of Presentation
The consolidated financial statements are presented using the accrual basis of accounting, in U.S. dollars which is the Company’s functional currency. Therefore, revenues are recognized when earned and expenses are recognized when incurred.
The Company has adopted a fiscal year ending March 31st of each year.
Management’s Estimates
Preparing the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
F-10
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
Note 3. Summary of Significant Accounting Policies (continued)
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which provides a five-step model to determine when and how revenue is recognized. Under this model, revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring control of goods or services to a customer.
The Company applies the following five steps to all revenue-generating arrangements:
| 1. | Identify the contract with a customer; |
| 2. | Identify the performance obligations in the contract; |
| 3. | Determine the transaction price; |
| 4. | Allocate the transaction price to the performance obligations; and |
| 5. | Recognize revenue when or as each performance obligation is satisfied. |
The Company’s contracts typically include product sales, installation services, support programs, or the sale of digital playtime credits. Each arrangement is evaluated to determine whether it contains on or more performance obligations. The majority of contracts involve a single performance obligation to transfer or install physical goods. Revenue is recognized when control transfers to the customer, which occurs as follows:
| ● | Omni Pro units and related accessories – Revenue is recognized upon shipment, when control and title pass. |
| ● | Omni One units – Revenue is recognized upon shipment, consistent with the Company’s shipping terms. |
| ● | Omni Arena systems – Revenue is recognized upon installation at the customer’s location, when control transfers. |
| ● | Omniverse credits – Revenue is recognized over the estimated consumption period, typically two months from purchase based on usage patterns. |
| ● | Omni Online – Revenue is recognized ratably over the subscription period. |
| ● | Omni Care service program – Treated as a separate performance obligation included with each Omni Arena contract. The transaction price is allocated to this performance obligation on a relative standalone selling price basis, using observable standalone pricing of $ |
| ● | Omni One extended warranty - Sold separately from the Omni One unit and represents a service-type warranty. The transaction price is allocated on a relative standalone selling price basis, with observable standalone pricing of $ |
Contracts with multiple performance obligations are allocated based on relative standalone selling prices. Payment terms are generally fixed and do not include significant financing components.
Amounts received in advance of satisfying performance obligations are recorded as contract liabilities and recognized as revenue when the related obligation is fulfilled.
The Company’s contracts do not typically include variable consideration, material rights, or warranties that give rise to separate performance obligations. The Company has also concluded it acts as the principal in the sale of digital content, as it controls the content before transfer to the customer.
F-11
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
Note 3. Summary of Significant Accounting Policies (continued)
Cash and Cash Equivalents
The Company considers deposits that can be redeemed on demand and investments that have original maturities of less than three months, when purchased, to be cash equivalents. As of March 31, 2026 and 2025, the Company’s cash and cash equivalents were deposited primarily in five financial institutions. Deposits with these institutions may exceed federally insured limits. Management believes that the financial institutions holding the Company’s cash are financially sound and, accordingly, the Company does not believe it is exposed to any significant credit risk related to its cash and cash equivalents.
All of a depositor’s accounts at an insured depository institution, including all non-interest bearing accounts, are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $
Accounts Receivable
Terms of payment are generally thirty days from the invoice date. Receivables are recorded net of an allowance for credit losses, which is established based on management’s best estimate of probable credit losses after considering factors such as previous loss history, customers’ ability to pay their obligations, and the condition of the general economy and industry as a whole.
Inventory Valuation
Inventory is stated at the lower of cost or net realizable value. Cost is computed using weighted average cost at one subsidiary and specific identification cost at the remaining subsidiaries. There is no material impact on the comparability of the financial results as a result of these differing methods. The Company applies net realizable value and obsolescence to the gross value of the inventory. The Company estimates net realizable value based on estimated selling price less further costs to completion and disposal. The Company impairs slow-moving products by comparing inventories on hand to projected demand. When impairments are established, a new cost basis of the inventory is created. Net realizable value is estimated based on projected demand; slow-moving products are impaired accordingly.
Property and Equipment
Property and equipment are recorded at cost, less accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. Leasehold improvements are amortized over the shorter of the term of the respective operating lease or the estimated economic life of the asset.
When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate.
The estimated useful lives for significant property and equipment categories are as follows:
| Computer Equipment | ||
| Furniture and Fixtures | ||
| Machinery and Equipment | ||
| Office Equipment | ||
| Leasehold Improvements |
Fair Value Measurements
Financial instruments primarily include cash, accounts receivables, accounts payables, accrued expenses, notes payable, and lease liabilities. Carrying amounts approximate fair value.
F-12
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
Note 3. Summary of Significant Accounting Policies (continued)
Intangibles
The Company’s intangible assets include software, trademarks, customer lists, and a website, which are amortized on a straight-line basis over their estimated useful lives. The costs of developing intangible assets for internal use are expensed as incurred.
The estimated useful lives for significant intangible asset categories are as follows:
| Software | ||
| Trademarks | ||
| Customer Lists | ||
| Website |
Software and Website Development Costs
The Company accounts for software development costs in accordance with several accounting pronouncements, including Topic 730, Research and Development, Topic 985-20, Costs of Computer Software to be Sold, Leased, or Marketed and Topic 330-10, Inventory. Costs incurred during the period of planning and design, prior to the period determining technological feasibility, for all software developed for internal and external use, has been charged to operations in the period incurred as research and development costs. Additionally, costs incurred after determination of readiness for market have been expensed as research and development.
The Company capitalizes certain costs in the development of its proprietary software (computer software to be sold, leased or licensed) for the period after technological feasibility was determined and prior to marketing and initial sales. Once technological feasibility is reached, and the software has been released for sale, such costs are capitalized and amortized to cost of revenue over the estimated lives of the products. These capitalized costs are amortized over their estimated useful lives and reviewed for impairment in accordance with Topic 330 when indicators of impairment exist.
Website development costs are accounted for separately under Topic 350-50, Website Development Costs.
Deferred Revenue
Deferred revenue represents cash received from customers for which the related revenue has not yet been earned as of March 31, 2026 and 2025. Deferred revenue primarily consists of (i) orders of Omni One units and extended warranties, (ii) unfilled orders of Omni Pro systems, (iii) amounts billed but not yet recognized for Omni Arena installations, (iv) unearned subscription revenue related to Omni Online, (v) unredeemed Omniverse game credits, and (vi) unearned subscription revenue related to Omni Care.
For the years ended March 31, 2026 and 2025, changes in deferred revenue were due to the following:
| March 31, | March 31, | |||||||
| 2026 | 2025 | |||||||
| Beginning deferred revenue | $ | $ | ||||||
| Amounts deferred during the year | ||||||||
| Less refunds | ( | ) | ( | ) | ||||
| Less reclass to gift card liability | ( | ) | ||||||
| Less revenue recognized | ( | ) | ( | ) | ||||
| Ending deferred revenue | $ | $ | ||||||
F-13
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
Note 3. Summary of Significant Accounting Policies (continued)
Deferred revenue as of March 31, 2026 and 2025 consists of the following:
| March 31, | March 31, | |||||||
| 2026 | 2025 | |||||||
| Omni One | $ | $ | ||||||
| Omni One extended warranty | ||||||||
| Omni Pro | ||||||||
| Omni Arena | ||||||||
| Omni Online | ||||||||
| Omniverse credits | ||||||||
| Omni Care subscriptions | ||||||||
| Total deferred revenue | $ | $ | ||||||
Gift Card Liability
During the fiscal year ended March 31, 2026, the Company converted outstanding customer Omni One preorder deposits to gift cards and reclassed them from deferred revenue. The total amount reclassed from deferred revenue was $
Consistent with ASC 606, the gift card liability will be recognized as revenue when the cards are redeemed or expire.
Advertising Costs
Advertising costs are expensed as incurred, and are included in selling expenses in the accompanying consolidated statements of operations. Total advertising expense for the years ended March 31, 2026 and 2025, was $
Federal Income Taxes
Topic 740, Income Taxes, clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. Topic 740 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure, and transition. For the years ended March 31, 2026 and 2025, no uncertain tax positions were identified. The Company recognizes tax related interest and penalties, if any, as a component of income tax expense.
The U.S. federal tax returns are subject to examination by the Internal Revenue Service, generally for three years after they are filed. State tax returns are subject to examination generally for five years after they are filed.
Net Loss Per Share
Basic and diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The Company presents both basic and diluted net loss per share. Basic net loss per share includes only the weighted-average common shares outstanding during the period. Diluted net loss per share is the same as basic net loss per share for the years ended March 31, 2026 and 2025, because the inclusion of potentially dilutive securities would be anti-dilutive.
Potentially dilutive securities that were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive include stock options, warrants, and convertible preferred stock. The total number of potentially dilutive shares excluded from the computation was
F-14
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
Note 3. Summary of Significant Accounting Policies (continued)
Recent Accounting Pronouncements
In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. This ASU provides guidance requiring a joint venture (or corporate joint venture) to recognize and initially measure its assets and liabilities at fair value upon formation. ASU 2023-05 is effective for joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. The amendments are to be applied prospectively. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, requiring public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. The Company adopted ASU 2023-07 on April 1, 2024. See Note 18 for further detail.
On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures, which enhances transparency regarding reconciling items and income taxes paid by jurisdiction. Key new disclosure requirements include qualitative disclosures about reconciling items, disaggregated income (loss) and income tax expense by jurisdiction, and income taxes paid disaggregated by federal, state, and foreign jurisdictions where taxes paid exceed 5% of total. The ASU is effective for fiscal years beginning after December 15, 2025, and interim periods therein, with early adoption permitted. For the Company, the earliest fiscal year affected will begin April 1, 2026. The amendments require a cumulative-effect adjustment to retained earnings at the adoption date. The Company is currently evaluating the impact of ASU 2023-09.
In March 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Expense Disaggregation Disclosures. The ASU requires public business entities to disclose in a tabular format significant expense categories that are included in each relevant income statement line item. The standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those years. Early adoption is permitted. The Company is currently evaluating the impact that this standard will have on its consolidated financial statements and related disclosures.
Management has reviewed other recently issued but not yet effective accounting standards and believes they will not have a material impact on the Company’s consolidated financial statements. The Company will adopt applicable standards as required.
Foreign Currency Remeasurements
The Company’s non-U.S. subsidiaries, VML and its wholly-owned subsidiary VML_ZH, along with VMT, operate using the U.S. dollar as the functional currency. The effect of foreign currency exchange rate fluctuations on consolidated balance sheet accounts were not material for the years ended March 31, 2026 and 2025.
Note 4. Receivables
Receivables consist of the following at March 31:
| March 31, | March 31, | |||||||
| 2026 | 2025 | |||||||
| Accounts receivable, trade | $ | |||||||
| Other receivables | ||||||||
| Allowance for credit losses | ( | ) | ( | ) | ||||
| Receivables, net | $ | $ | ||||||
F-15
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
Note 4. Receivables (continued)
Changes in the allowance for credit losses account is as follows:
| March 31, | March 31, | |||||||
| 2026 | 2025 | |||||||
| Beginning balance | $ | $ | ||||||
| Credit loss (recovery) expense | ( | ) | ||||||
| Write-offs charged against the allowance | ( | ) | ( | ) | ||||
| Recoveries of amounts written off | ( | ) | ( | ) | ||||
| Ending balance | $ | $ | ||||||
The Company recognizes an allowance for credit losses for accounts receivable and other receivables to present the net amount expected to be collected as of the balance sheet date. Such allowance is based on the credit losses expected to arise over the life of the asset (contractual term) which includes consideration of prepayments and based on the Company’s expectations as of the balance sheet date.
The Company generally does not carry accounts receivable beyond thirty to sixty days for its U.S. operations, and beyond one year for its foreign subsidiaries, which mostly consist of customer-supplier relationships. Receivables are written off when the Company determines that such receivables are deemed uncollectible, in accordance with its policy.
Write-offs are recognized as a deduction from the allowance for credit losses. Expected recoveries of amounts previously written off, not to exceed the aggregate of the amount previously written off, are included in determining the necessary reserve at the balance sheet date. The Company’s policy for recording the allowance for credit losses for trade receivables involves pooling its receivables based on similar risk characteristics in estimating expected credit losses. In situations where a receivable does not share the same risk characteristics with other receivables, the Company measures those individually. The Company also continuously evaluates such pooling decisions and adjusts as needed from period to period as risk characteristics change. In estimating expected credit losses, the Company considers historical loss experience, current market conditions, and forward-looking macroeconomic trends relevant to its customers’ ability to pay.
Note 5. Prepaids and Other Current Assets
Prepaids and other current assets consisted of the following as of:
| March 31, | March 31, | |||||||
| 2026 | 2025 | |||||||
| Security deposits | $ | $ | ||||||
| Recoverable VAT | ||||||||
| Prepaid insurance | ||||||||
| Other prepaid expenses | ||||||||
| $ | $ | |||||||
Note 6. Inventory
Inventory consisted of the following as of:
| March 31, | March 31, | |||||||
| 2026 | 2025 | |||||||
| Raw materials | $ | $ | ||||||
| Work in process | ||||||||
| Finished goods | ||||||||
| $ | $ | |||||||
F-16
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
Note 7. Property and Equipment
Property and equipment consist of the following as of:
| March 31, | March 31, | |||||||
| 2026 | 2025 | |||||||
| Computer equipment | $ | $ | ||||||
| Furniture and equipment | ||||||||
| Machinery and equipment | ||||||||
| Leasehold improvements | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| $ | $ | |||||||
For the fiscal years ended March 31, 2026 and 2025, the Company has recorded depreciation expense in the consolidated statements of operations of $
Note 8. Intangibles
Intangible assets consist of the following as of:
| March 31, | March 31, | |||||||
| 2026 | 2025 | |||||||
| Software and game design | ||||||||
| Trademarks | ||||||||
| Website | ||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| $ | $ | |||||||
For the years ended March 31, 2026 and 2025, the Company recorded amortization expense in the consolidated statements of operations of $
The carrying value of capitalized software costs is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized when the unamortized capitalized costs exceed the net realizable value of the software, which is defined as the estimated future gross revenue from the product less the estimated future costs of completing and disposing of that product.
Based on management’s evaluation, certain indicators of impairment were identified; however, the Company performed the required impairment tests and concluded that no impairment charges were necessary. Accordingly, impairment charges were recorded during the years ended March 31, 2026 and 2025.
Note 9. Notes Payable
Convertible Notes
Effective August 25, 2025, the Company issued a secured convertible promissory note to Streeterville Capital, LLC in the amount of $
F-17
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
Note 9. Notes Payable (continued)
The Company granted warrants associated with this note to acquire shares of Class A common stock. In accordance with ASC 470-20, the warrants are recorded at fair value of $
The carrying value of the note at March 31, 2026, was $
Effective October 30, 2025, the Company issued a secured convertible promissory note to Streeterville Capital, LLC in the amount of $
The Company granted warrants associated with this note to acquire shares of Class A common stock. In accordance with ASC 470-20, the warrants are recorded at fair value of $
The carrying value of the note at March 31, 2026, was $
Effective December 19, 2025, the Company issued a secured convertible promissory note to Streeterville Capital, LLC in the amount of $
The Company granted warrants associated with this note to acquire shares of Class A common stock. In accordance with ASC 470-20, the warrants are recorded at fair value of $
The carrying value of the note at March 31, 2026, was $
F-18
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
Note 9. Notes Payable (continued)
Effective August 25, 2025, the Company entered into a Securities Purchase Agreement with Streeterville Capital, LLC pursuant to which Streeterville Capital, LLC committed to provide up to $
The Advances do not have a stated maturity date and bear interest at a rate of
The Company granted warrants associated with this PPP Agreement to acquire shares of Class A common stock. In accordance with ASC 470-20, the warrants are recorded at fair value of $
The carrying value of the PPP Agreement at March 31, 2026, was $
Effective March 31, 2026, the Company entered into an exchange agreement with Streeterville Capital, LLC (the “Exchange Agreement”) pursuant to which certain previously issued 2024 subordinated promissory notes (see below “2024 Notes”) originally issued to various investors between July 15, 2024 and December 10, 2024 were exchanged for a secured convertible promissory note (the “Exchange Note”) in the aggregate principal amount of $
Pursuant to the Exchange Agreement, Streeterville Capital, LLC acquired the 2024 Notes from the original holders and surrendered the 2024 Notes to the Company in exchange for the Exchange Note. Streeterville did not acquire the 2024 Note held by Ugo de Charette. Instead, on March 30, 2026, the Company repaid the note in full through a cash payment of $
The carrying value of the Exchange Note at March 31, 2026, was $
F-19
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
Note 9. Notes Payable (continued)
Subordinated Promissory Notes
On July 10, 2024, the Company received Board approval to raise $
The 2024 Notes provided for payment of principal and accrued interest at maturity, originally set for December 31, 2024. The Company exercised its option to extend the maturity date to
In December 2024, in connection with the investors’ purchases of Series B Preferred Stock and Warrants (the “Securities”), the Company and certain noteholders entered into Instruments of Cancellation, under which $
Extinguishment of Certain 2024 Notes
In June 2025, the Company and certain investors amended the terms of the 2024 Notes to allow cancellation in exchange for Series B Preferred Stock and warrants. Under ASC 470, this amendment represented a debt extinguishment. At that time, the Company extinguished $
Cancellation of Certain 2024 Notes
On June 30, 2025, the amended notes were cancelled in exchange for the issuance of
Exchange of 2024 Notes
Effective March 31, 2026, the remaining outstanding 2024 Notes, which had an aggregate principal balance of $
Streeterville did not acquire the 2024 Note held by Ugo de Charette. Instead, on March 30, 2026, the Company repaid the note in full through a cash payment of $
Related Parties
In July 2024, as part of the 2024 Notes, the Company issued a subordinated promissory note to Ugo de Charette, a member of the Company’s board of directors, in the original principal amount of $
On May 7, 2025, the Company received Board approval to borrow $
F-20
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
Note 9. Notes Payable (continued)
On October 9, 2025, the Company received Board approval to borrow $
2025 Notes
On October 9, 2025, the Company received Board approval to borrow $
During January and March 2026, holders of certain 2025 Notes converted an aggregate of $
During the fiscal year ended March 31, 2026, the Company also repaid an aggregate of $
Interest expense related to the 2024 Notes and 2025 Notes was $
Western Technology Investment Note
Effective April 27, 2022, the Company entered into an agreement to obtain financing with Western Technology Investment. The initial commitment of $
The Company has granted warrants associated with this note to acquire shares of Series A-2 Preferred Stock, which according to Topic 470-20, Debt, are recorded in equity as additional paid-in capital - preferred stock warrants, at fair value as of the date of issuance, and in liabilities, as a contra account, called discount on note payable, which is amortized over the life of the note.
The discount is being amortized over the life of the note using the effective interest method starting in June 2022. All outstanding obligations under the note were repaid in full on August 22, 2025. The carrying value of the note at March 31, 2026, was $
F-21
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
Note 9. Notes Payable (continued)
EIDL Loan
On August 29, 2020, the Company received a loan from the U.S. Small Business Administration under its Economic Injury Disaster Loan assistance program (the “EIDL Loan”). The principal amount was $
The EIDL Loan matures in August 2050, bears interest at
The carrying amount of the EIDL Loan was $
Future Maturities of Notes Payable
Future maturities of notes payable are as follows as of March 31:
| March 31, | ||||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| Thereafter | ||||
| Total | ||||
| Less: unamortized discount | ( | ) | ||
| $ | ||||
Note 10. Leases
The Company accounts for leases in accordance with ASC 842, Leases. The Company has elected the package of practical expedients permitted under the transition guidance within ASC 842, which allows the Company to (i) not reassess whether any expired or existing contracts contain leases, (ii) not reassess the lease classification of any expired or existing leases, and (iii) not reassess initial direct costs for any existing leases. The Company has also elected the short-term lease exemption for certain leases with a term of 12 months or less.
Right-of-use (“ROU”) assets are presented in non-current assets on the consolidated balance sheets, while the corresponding lease liabilities are split between current and non-current liabilities. Because the Company does not have access to the rate implicit in its leases, it applies an incremental borrowing rate based on the information available at lease commencement to determine the present value of future lease payments.
Nature of Leases
The Company leases office, warehouse, and apartment space in the United States, China, and Hong Kong under various operating lease agreements. The U.S. headquarters lease, originally entered into in 2015, has been extended multiple times and currently expires
As of March 31, 2026, ROU assets totaled $
F-22
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
Note 10. Leases (continued)
Lease expense recognized in the consolidated statements of operations for the fiscal years ended March 31, 2026 and 2025, was $
The following future payments due under operating leases as of March 31:
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Imputed Interest | ( | ) | ||
| $ |
As of March 31, 2026, the weighted-average remaining lease term for the operating leases is
Note 11. Research and Development
Expenses relating to research and development are expensed as incurred. Research and development includes costs such as design expenses, game and software development expenses, salaries, prototypes, and various other research and development expenses. Research and Development expense for the fiscal years ended March 31, 2026 and 2025, was $
Note 12. Commitments and Contingencies
The Company has certain royalty commitments associated with the shipment of its products for the use of licensed software and modifications together with the Company’s hardware and other software. Royalty expense is generally based on a dollar amount per unit shipped and can range from $
In February 2024, the Company was named a co-defendant and served a citation by a customer related to alleged injuries obtained when attempting to use the Omni Arena attraction at an entertainment venue. The Company’s attorneys, retained by the Company’s insurance provider, filed a general denial and alleged contributory negligence against the plaintiff. Subsequent to March 31, 2026, the parties signed a final settlement agreement and release, resolving the matter. All legal costs and settlement fees are covered by the Company’s insurance provider.
Note 13. Capital Stock
Authorized Capital Stock
On August 6, 2025, stockholders approved, and on August 7, 2025, the Company filed with the Secretary of State of the State of Delaware, the Sixth Amended and Restated Certificate of Incorporation (the “Certificate”). Pursuant to the Certificate, the Company reclassified and converted each share of its previously outstanding capital stock into shares of Class A common stock, effective immediately upon the acceptance of the Certificate for filing by the Secretary of State of Delaware.
F-23
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
Note 13. Capital Stock (continued)
As a result of the reclassification and conversion, all outstanding shares of the Company’s capital stock, including all series of preferred stock and any previously outstanding common stock, were automatically reclassified and converted on a one-for-one basis into shares of Class A common stock. Following the effectiveness of the Certificate, only Class A common stock, Class B common stock, and undesignated and unissued Preferred Stock are authorized.
As of March 31, 2026, the Company is authorized to issue
Capital Stock Rights
Holders of Class A common stock, Class B common stock, and future holders of Preferred Stock are entitled to dividends, voting rights, liquidation preferences, conversion rights, and anti-dilution protections as described in the Company’s Sixth Amended and Restated Certificate of Incorporation.
Common Stock
Voting Rights
Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters submitted to a vote of stockholders, except as otherwise required by Delaware law or the Company’s Certificate of Incorporation. Each share of Class A common stock is entitled to
Under the Company’s Certificate of Incorporation, the number of authorized shares of either class of common stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock entitled to vote, without a separate class vote, except as otherwise required by law or the Certificate of Incorporation.
Dividend Rights
Subject to preferences that may apply to any shares of preferred stock outstanding at the time, holders of Class A common stock and Class B common stock are entitled to receive dividends and other distributions as may be declared from time to time by the board of directors out of funds legally available therefor. Dividends and distributions must be paid equally, identically, and ratably on a per-share basis to holders of Class A common stock and Class B common stock, unless different treatment is approved by a majority of each class, voting separately as a class. In the event a dividend is paid in the form of shares of common stock, holders of Class A common stock will receive Class A common stock and holders of Class B common stock will receive Class B common stock.
Subdivisions and Combinations
If the Company subdivides or combines the outstanding shares of either class of common stock, the outstanding shares of the other class will be subdivided or combined in the same proportion and manner, unless different treatment is approved by a majority of each class, voting separately as a class.
Conversion Rights
Each share of Class B common stock is convertible at any time at the option of the holder into one (1) share of Class A common stock. Shares of Class B common stock will automatically convert into an equal number of shares of Class A common stock upon (i) any transfer of such shares, except for certain permitted transfers to affiliates or family members as described in the Certificate, or (ii) the date specified by written notice and certification request from the Company if the holder fails to provide satisfactory certification of continued ownership, subject to certain exceptions. In addition, all outstanding shares of Class B common stock will automatically convert into Class A common stock upon the affirmative vote of the holders of at least two-thirds of the outstanding shares of Class B common stock, voting as a single class. Once converted, shares of Class B Common Stock may not be reissued.
F-24
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
Note 13. Capital Stock (continued)
Other Rights
Holders of Class A common stock and Class B common stock have no preemptive or subscription rights, and there are no redemption or sinking fund provisions applicable to either class. Upon liquidation, dissolution, or winding up of the Company, holders of Class A common stock and Class B common stock are entitled to share ratably in all assets remaining after payment of liabilities and any preferential rights of any outstanding preferred stock.
Common Stock Equity Transactions
On August 6, 2025, the Company adopted the 2025 Omnibus Incentive Plan and authorized
On August 8, 2025, the Company entered into an exchange agreement with Jan Goetgeluk, the Company’s Chief Executive Officer (“CEO”), Chairman and founder. Pursuant to the agreement, Mr. Goetgeluk exchanged
On September 1, 2025, the Company issued
On November 6, 2025, the Company issued
During November 2025, the CEO transferred
The Company issued store credits totaling $
On January 27, 2026, the Company’s Class A common stock commenced trading on the Nasdaq Global Market under the symbol “VTIX.” In connection with the listing, the Company incurred $
Effective January 27, 2026, in connection with the consummation of the Company’s direct listing of its Class A common stock on a major U.S. exchange, the Company issued
Effective January 29, 2026, the Company entered into a consulting agreement with FMW Media Works LLC (“New To The Street”), pursuant to which New to The Street will provide certain services to the Company over a twelve-month period. As compensation for such services, the Company agreed to issue an aggregate of
During January and March 2026, the Company issued an aggregate of
During March 2026, a holder exercised stock options to purchase an aggregate of
F-25
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
Note 13. Capital Stock (continued)
Effective March 6, 2026 the CEO converted
As of March 31, 2026, the Company has reserved
| Reserve Name | Amount of Common Stock | |||
| Class A Common LTIP 2014 | ||||
| Class A Common LTIP 2025 | ||||
| Class A Common Omnibus 2025 | ||||
| Class B Common Outstanding | ||||
| Irrevocable Transfer Agent Reserve (PPA) | ||||
| Registered Shares Underlying CVP PPP | ||||
| Registered Shares Underlying CVP Warrants | ||||
| TOTAL | ||||
Preferred Stock Equity Transactions
As mentioned in Note 9, from April to June 2025, the Company issued
From April to August 2025, the Company issued
Effective June 2025, the Company reserved
From September 2024 through March 2025, the Company issued
From December 2024 through March 2025, the Company issued
Effective June 2025, the Company amended the 2024 Notes to allow for cancellation of 2024 Notes for current investors and subsequent issuance of Series B preferred stock through the 2025 Subscription Agreement. As a result, 2024 Notes principal and accrued interest of $
In August 2025, pursuant to the Certificate, the Company reclassified and converted all
F-26
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
Note 13. Capital Stock (continued)
Treasury Stock Transaction
On November 29, 2023, the Company awarded
SAFE Notes
During the year ended March 31, 2023, the Company’s board of directors approved the issuance of simple agreements for future equity (“SAFE Notes”). Portions of the capital raised from the sale of SAFE Notes were exempt from the registration requirements of the Securities Act of 1933, as amended (“Securities Act”) under Regulation CF and Rule 506(c) of Regulation D of the Securities and Exchange Commission. SAFE Notes with a carrying amount of $
A reconciliation of the beginning and ending balances of each class of the Company’s equity, including share issuances, repurchases, conversions, and warrant exercises, is presented in the consolidated statements of stockholders’ deficit.
Warrants
Warrants are issued in connection with debt (see Note 9) and equity from time to time at the Company’s discretion.
During the fiscal year ended March 31, 2026, the Company issued
The Company also issued
The Company also recognized
Effective February 9, 2026 and March 11, 2026, the Company entered into amendments to certain outstanding common stock purchase warrants previously issued pursuant to the Streeterville Capital, LLC Securities Purchase Agreements. The amendments modified the exercise price provisions of the warrants to provide for a temporary reduced exercise price of $
F-27
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
Note 13. Capital Stock (continued)
As a result of the warrant amendments, the Company recorded an incremental fair value adjustment of approximately $
During the fiscal year ended March 31, 2026,
During the fiscal year ended March 31, 2026, Streeterville exercised a total of
During the year ended March 31, 2026,
During the year ended March 31, 2025,
During the year ended March 31, 2025, Common Stock warrants were exercised for
The warrants are all exercisable as of both March 31, 2026 and 2025. The warrants have a weighted average exercise price of $
The following is a rollforward of warrants for the years ended March 31, 2026 and 2025:
| 2026 | 2025 | |||||||||||||||
| Shares | Price | Shares | Price | |||||||||||||
| Beginning balance | $ | $ | ||||||||||||||
| Issued | ||||||||||||||||
| Exercised | ( | ) | ( | ) | ( | ) | ||||||||||
| Expired | ( | ) | ( | ) | ( | ) | ||||||||||
| Ending balance | $ | $ | ||||||||||||||
According to guidance of Topic 470-20, these warrants are recorded in equity as additional paid-in capital – preferred stock warrants or additional paid-in capital – common stock warrants, at fair value as of the date of issuance, and as a reduction of additional paid in capital - preferred stock or additional paid in capital - common stock for the related stock purchased.
Warrants are recorded in equity at fair value at the date of issuance.
F-28
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
Note 14. Stock Compensation Expense
The Company accounts for stock-based compensation under the provisions of Topic 718, Compensation – Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and non-employee officers based on estimated fair values as of the date of grant. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period.
As mentioned in Note 13, the Company has a stock-based employee compensation plan, the Long Term Incentive Plan (the “Plan”), for which
On January 22, 2025, the Company adopted a new Long Term Incentive Plan (the “2025 Plan”), providing for the issuance of up to
On August 6, 2025, the Company adopted the 2025 Omnibus Incentive Plan. The 2025 Omnibus Plan initially reserved
Incentive Stock Options (“ISOs”) are granted to certain employees of Virtuix, Inc. from time to time. As of March 31, 2026 and 2025,
As of March 31, 2026 and 2025, respectively,
From time to time, the Company grants NQSOs to various other non-employees with exercise prices based on current stock valuations. As of March 31, 2026 and 2025,
Compensation expense pertaining to ISOs of $
Total compensation cost related to non-vested awards not yet recognized as of March 31, 2026 and 2025, was $
The amount of future stock option compensation expense could be affected by any future option grants or by option holders leaving the Company before their grants are fully vested or exercised.
F-29
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
Note 14. Stock Compensation Expense (continued)
Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions, including the fair value of the Company’s common stock, and for stock options, the expected life of the option, and expected stock price volatility. The Company used the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards.
The expected life of stock options was estimated using the “simplified method,” which is the midpoint between the vesting date and the end of the contractual term, as the Company has limited historical information to develop reasonable expectations about future exercise patterns and employment duration for its stock options grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For stock price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of options grants. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option. The estimation of the number of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts are recognized as an adjustment in the period in which estimates are revised.
The assumptions utilized in determining the fair value of option grants during the years ended March 31, 2026 and 2025, are as follows:
| 2026 | 2025 | |||||||
| Exercise Price - ISOs | ||||||||
| Exercise Price - NQSOs | ||||||||
| Dividend Yield | % | |||||||
| Volatility | % | |||||||
| Risk-free Rate - ISOs | % | |||||||
| Risk-free Rate - NQSOs | % | |||||||
| Years to Expiration - ISOs | ||||||||
| Years to Expiration - NQSOs | ||||||||
Vesting generally occurs over a period of three to four years for employees and two to three years for non-employee consultants. A summary of information related to stock options for the years ended March 31, 2026 and 2025, is as follows:
| 2026 | 2025 | |||||||||||||||
| Shares | Price | Shares | Price | |||||||||||||
| Outstanding - Beginning of Period | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ( | ) | ||||||||||||||
| Forfeited | ( | ) | ||||||||||||||
| Expired | ( | ) | ( | ) | ||||||||||||
| Outstanding - End of Period | $ | $ | ||||||||||||||
| Exercisable at End of Period | $ | $ | ||||||||||||||
| Weighted average duration to expiration of outstanding options at period-end (years) | ||||||||||||||||
| Weighted average grant date fair value | $ | |||||||||||||||
The total intrinsic value of the stock options at March 31, 2026 and 2025, respectively, is $
On April 5, 2024, the Company reissued shares held in Treasury Stock to an advisor under an award agreement. Stock compensation expense related to this new award was $
F-30
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
Note 15. Income Taxes
Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to depreciable assets using accelerated depreciation methods for income tax purposes, share-based compensation expense, and for net operating loss carryforwards.
Deferred tax assets consisted of the following at March 31, 2026 and 2025:
| March 31, 2026 | March 31, 2025 | |||||||
| Deferred tax assets: | ||||||||
| Share-based compensation expense | $ | $ | ||||||
| Net operating loss carryforward | ||||||||
| Long-term deferred tax liabilities: | ||||||||
| Property and equipment | ( | ) | ( | ) | ||||
| Net deferred tax assets and liabilities | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized. In making this determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and recent operating results. The federal tax rate in effect affecting future tax benefits at March 31, 2026 and 2025 was
The Company’s ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. As of March 31, 2026, NOL carryforwards available to offset future taxable income totaled $
Although the CARES Act (enacted in March 2020) temporarily permitted NOL carrybacks for certain tax years and suspended the
The Company’s effective tax rate for the years ended March 31, 2026 and 2025 was
Topic 718 provides that income tax effects of share-based payments are recognized in the financial statements for those awards that will normally result in tax deductions under existing tax law. Under current U.S. federal tax law, the Company receives a compensation expense deduction related to NQSOs only when those options are exercised. Accordingly, the consolidated financial statement recognition of compensation cost for NQSOs creates a deductible temporary difference, which results in a deferred tax asset and a corresponding deferred tax benefit in the consolidated statement of operations. The Company does not recognize a tax benefit for compensation expense related to ISOs unless the underlying shares are disposed of in a disqualifying disposition.
Accordingly, compensation expense related to ISOs is treated as a permanent difference for income tax purposes.
Under the People’s Republic of China Enterprise Income Tax Law, enterprise income tax is collected from companies on a quarterly basis, and is based on the net income companies obtain while exercising their business activity, normally during one business year. The standard tax rate is
F-31
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
Note 16. Investment in Joint Venture
As mentioned in Note 1, the Company has an investment in a Joint Venture. VML has
As of March 31, 2026, the Joint Venture had total assets of $
As of March 31, 2025, the Joint Venture had total assets of $
For the fiscal year ended March 31, 2026, the Joint Venture had operating revenue of $
For the fiscal year ended March 31, 2025, the Joint Venture had operating revenue of $
During the years ended March 31, 2026 and 2025, the following related party transaction occurred: the Company’s China subsidiary had sales to Heroix of $
Note 17. Disaggregation of Revenue
Revenue streams from performance obligations included in net sales as of March 31, 2026 and 2025, in the consolidated statements of operations are as follows:
| March 31, 2026 | March 31, 2025 | |||||||
| SALES | ||||||||
| Omni Pro units and accessories, net of discounts | $ | $ | ||||||
| Omniverse credits | ||||||||
| Omni Care program | ||||||||
| Omni Arena | ||||||||
| Omni One | ||||||||
| Resale activity | ||||||||
| NET SALES | $ | $ | ||||||
F-32
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
Note 18. Segment Reporting
The Company operates in a operating segment: the design, development, marketing, and sale of omni-directional treadmills, accessories, and related services to consumer and commercial customers. This single operating segment has been identified based on internal management structure and reporting to the Company’s Chief Operating Decision Maker (“CODM”), the Company’s .
The Company has not identified any reportable segments other than the single operating segment discussed.
Note 19. Patents
As of March 31, 2026, the Company owns fifteen issued utility patents and ten issued design patents, and five additional applications are still pending. Four of the patents are also issued internationally in one or more countries, including Australia, Brazil, China, South Korea, Russia, Europe, and India.
F-33
VIRTUIX HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
Note 20. Subsequent Events
Management has evaluated subsequent events through June 25, 2026, the date the consolidated financial statements were available to be issued.
Between April and June 2026, the Company issued an aggregate of
Between April 6, 2026 and May 6, 2026, Jan Goetgeluk, the Company’s Chief Executive Officer (“CEO”), Chairman and founder, sold an aggregate of
Between April 10, 2026, and April 22, 2026, Streeterville Capital, LLC exercised portions of its Equity Financing Warrant to purchase an aggregate of
Between May 1, 2026 and May 27, 2026, Streeterville Capital, LLC made partial redemptions in connection with the Exchange Agreement pursuant to which new promissory notes in the principal amount of $
On May 22, 2026, the Company entered into an agreement with Streeterville Capital, LLC in which the three outstanding secured convertible promissory notes converted fully into a second Pre-Paid Purchase (the “PPP #2”). The terms of PPP #2 are identical to that of the original PPP funded on January 27, 2026. After the conversion, the three secured convertible promissory notes had no remaining outstanding balance, while PPP #2 had an outstanding balance totaling $
On June 1, 2026, the Company entered into amendments to the Equity Financing Warrant, the Second Debt Financing Warrant, and the Third Debt Financing Warrant to purchase shares of Class A common stock (collectively, the “Warrant Amendments”) with Streeterville Capital, LLC amending the exercise price and extending the Reduced Exercise Price Period to each such warrant. Each of the warrants listed above was previously amended to establish a reduced exercise price period (the “Reduced Exercise Price Period”) during which the exercise price was amended to $
No additional material events were identified which require adjustment or disclosure in the consolidated financial statements.
F-34
Exhibit 4.1
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
The following description summarizes certain important terms of our capital stock. This description summarizes the provisions of our sixth amended and restated certificate of incorporation and second amended and restated bylaws. Because it is only a summary, it does not contain all the information that may be important to you. This description is qualified in its entirety and should be read in conjunction with our sixth amended and restated certificate of incorporation and our second amended and restated bylaws and to the applicable provisions of Delaware law.
On August 6, 2025, the Board of Directors and the stockholders of Virtuix approved the Reclassification. Prior to this Reclassification, the Company’s authorized capital stock consisted of multiple classes and series, including Common Stock, Series Seed Preferred Stock, Series 2 Seed Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, and Series B Preferred Stock. Each of these classes and series had distinct rights, preferences, and privileges, including with respect to voting, dividends, liquidation preferences, and conversion rights.
As a result of the Reclassification, all outstanding shares of the Company’s capital stock, including all series of preferred stock and any previously outstanding common stock, were automatically reclassified and converted on a one-for-one basis into shares of Class A common stock. Following the Reclassification, Mr. Goetgeluk exchanged all of his Class A common stock for shares of Class B common stock on a one-for-one basis. Currently, only Class A common stock, Class B common stock, and undesignated and unissued preferred stock are authorized.
Common Stock
We are authorized to issue 400,000,000 shares of capital stock, which consist of: (i) 300,000,000 shares of Class A common stock, par value $0.001 per share, (ii) 50,000,000 shares of Class B common stock, par value $0.001 per share, and (iii) 50,000,000 shares of undesignated preferred stock.
Voting Rights
Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters submitted to a vote of our stockholders, except as otherwise required by Delaware law or our Certificate. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to twenty votes per share. The holders of our Class B common stock will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors and the approval of any change in control transaction, for so long as they hold a majority of the voting power of our outstanding capital stock.
Under our Certificate, the number of authorized shares of either class of common stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock entitled to vote, without a separate class vote, except as otherwise required by law or our Certificate of Incorporation.
Dividend Rights
Subject to preferences that may apply to any shares of preferred stock outstanding at the time, holders of Class A common stock and Class B common stock are entitled to receive dividends and other distributions as may be declared from time to time by our board of directors out of funds legally available therefor. Dividends and distributions must be paid equally, identically, and ratably on a per-share basis to holders of Class A common stock and Class B common stock, unless different treatment is approved by a majority of each class, voting separately as a class. In the event a dividend is paid in the form of shares of common stock, holders of Class A common stock will receive Class A common stock and holders of Class B common stock will receive Class B common stock.
Subdivisions and Combinations
If we subdivide or combine the outstanding shares of either class of common stock, the outstanding shares of the other class will be subdivided or combined in the same proportion and manner, unless different treatment is approved by a majority of each class, voting separately as a class.
Change of Control Transactions
In connection with any change of control transaction, shares of Class A common stock and Class B common stock will be treated equally, identically, and ratably, on a per-share basis, with respect to any consideration into which such shares are converted or any consideration paid or otherwise distributed to stockholders, unless different treatment is approved by a majority of each class, voting separately as a class.
Conversion Rights
Each share of Class B common stock is convertible at any time at the option of the holder into one (1) share of Class A common stock. Shares of Class B common stock will automatically convert into an equal number of shares of Class A common stock upon (i) any transfer of such shares, except for certain permitted transfers to affiliates or family members as described in the Certificate, or (ii) the date specified by written notice and certification request from the Company if the holder fails to provide satisfactory certification of continued ownership, subject to certain exceptions. In addition, all outstanding shares of Class B common stock will automatically convert into Class A common stock upon the affirmative vote of the holders of at least two-thirds of the outstanding shares of Class B common stock, voting as a single class. Once converted, shares of Class B Common Stock may not be reissued.
Other Rights
Holders of Class A common stock and Class B common stock have no preemptive or subscription rights, and there are no redemption or sinking fund provisions applicable to either class. Upon liquidation, dissolution, or winding up of the Company, holders of Class A common stock and Class B common stock are entitled to share ratably in all assets remaining after payment of liabilities and any preferential rights of any outstanding preferred stock.
Preferred Stock
Our Certificate provides that shares of preferred stock may be issued from time to time in one or more series. Our board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights, if any, and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors will be able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the Class A common stock and could have anti-takeover effects. The ability of our board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of our control or the removal of our existing management.
Amended and Restated Investors’ Rights Agreement
Registration Rights
Under our Amended and Restated Investors’ Rights Agreement, dated March 10, 2016, by and among the Virtuix and investors party thereto (as amended by Amendment No. 1, dated September 20, 2020, and Amendment No. 2, dated January 31, 2023, the “Investors’ Rights Agreement”) certain holders of shares of our common stock, or their transferees, have the right to require us to register common stock held by or issuable to such holders (the “registrable securities”) under the Securities Act so that those shares may be publicly resold, and the holders of these shares of common stock, or their transferees, have the right to include their shares in any registration statement we file, in each case as described below.
Demand registration rights: Certain holders of our common stock are entitled to certain demand registration rights. Pursuant to the Investors’ Rights Agreement, beginning after March 10, 2021, the holders of at least a majority of such registrable securities may request that we register all or a portion of their shares, subject to certain specified exceptions.
2
S-3 registration rights: Certain holders of shares of our common stock are entitled to certain Form S-3 registration rights. The holders of such registrable securities may request that we register all or a portion of their shares on Form S-3 if we are qualified to file a registration statement on Form S-3, subject to specified exceptions. Such request for registration on Form S-3 must cover securities with an aggregate offering price to the public which equals or exceeds $1.0 million. The right to have such shares registered on Form S-3 is further subject to other specified conditions and limitations.
Piggyback registration rights: In the event that we propose to register any of our securities under the Securities Act, either for our own account or for the account of other security holders, certain holders of registrable securities will be entitled to certain “piggyback” registration rights allowing them to include their shares in such registration, subject to specified conditions and limitations.
Preemptive Rights
Under our Investors’ Rights Agreement, holders that acquire at least 85,000 shares of registerable securities generally are entitled to preemptive rights to acquire shares in any new offering of equity securities by the Company. Holders of less than 85,000 shares do not have preemptive rights. Such preemptive rights will terminate at such time as the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act.
Anti-Takeover Effects of our Certificate of Incorporation, Bylaws and Delaware Law
Classified Board
Our Certificate requires our board of directors to be divided into three classes serving staggered three-year terms, with one class elected each year. The classification of directors has the effect of making it more difficult for stockholders to change the composition of our board of directors.
The following table summarizes composition of our Board:
| Name | Class | Expiration of Term | ||
| David Allan | II | 2027 Annual Meeting | ||
| Ugo de Charette | I | 2026 Annual Meeting | ||
| John Cunningham | I | 2026 Annual Meeting | ||
| Jan Goetgeluk | III | 2028 Annual Meeting | ||
| Parthkumar Jani | I | 2026 Annual Meeting | ||
| Randolph Read | II | 2027 Annual Meeting |
Advance Notice Requirements
Our second amended and restated bylaws contain advance notice procedures for stockholder proposals and director nominations. These procedures are the exclusive means by which a stockholder may bring business before an annual meeting or nominate directors (other than matters eligible for inclusion under Exchange Act Rule 14a-8). To be timely for an annual meeting, a stockholder’s written notice generally must be received by our secretary at our principal executive offices not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the one-year anniversary of the preceding year’s annual meeting. If the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary, or if no annual meeting was held in the prior year, notice must be received not later than the close of business on the later of the 90th day before the scheduled meeting date or the 10th day following the first public announcement of the meeting date. If the number of directors to be elected is increased and there is no public announcement of all nominees or the size of the board at least 10 days before the last date for timely notice, a stockholder’s notice with respect to nominees for the new positions will be timely if received not later than the 10th day following the first public announcement thereof.
3
A proposing stockholder must be a holder of record entitled to vote at the meeting, must appear in person or by qualified proxy at the meeting, and must include in its notice the information specified by the bylaws. For director nominations, required information includes, among other things, information about each nominee (e.g., name, addresses, occupation, security ownership, any derivative or synthetic equity interests, consents and questionnaires, agreements or understandings regarding service or voting, and other information required by Regulation 14A), as well as information about the proposing stockholder and beneficial owners on whose behalf the nomination is made (e.g., holdings of our securities and synthetic equity interests, voting arrangements, dividend rights decoupled from ownership, performance fee arrangements, relevant litigation or relationships, and other information required by Regulation 14A). For other business, the notice must include a description of the business, the reasons for conducting it, the text of any proposed resolutions or bylaw amendments, and any material interest of the proposing stockholder or beneficial owner.
Proposing stockholders must also provide a “Solicitation Statement” regarding their intent to solicit proxies and, if soliciting in support of director nominees other than our nominees, must represent compliance with Rule 14a-19 under the Exchange Act (the universal proxy rule). The bylaws require proposing stockholders to update and supplement their notice so that the information is true and correct as of the record date and as of 10 business days before the meeting, with specified deadlines, and to promptly notify us of certain changes (including if they cease soliciting in accordance with their representations). If a proposing stockholder fails to comply with Rule 14a-19, including providing required notices and evidence of solicitation, the nominee(s) will be disqualified and no vote will occur on such nominee(s).
Only business brought in accordance with these procedures may be conducted at an annual meeting. The Board (or a designated committee) or the chair of the meeting has authority to determine whether a notice complies with the bylaws, and we may disregard nominations or business that do not comply. For special meetings, only the matters set forth in the notice of meeting may be brought, and stockholders may not bring nominations or other business unless a special meeting is held in lieu of an annual meeting; in that case, the annual-meeting advance notice procedures apply. In addition, any stockholder directly or indirectly soliciting proxies must use a proxy card color other than white, which is reserved for use by our board of directors.
Director Removal and Vacancies
Our Certificate provides that, subject to the rights of any series of preferred stock, any director (including a director elected by the remaining directors to fill a vacancy) or the entire board may be removed, with or without cause, by the affirmative vote of the holders of a majority of the voting power of the outstanding shares entitled to elect such director, acting at a duly organized meeting of stockholders or by written consent.
Vacancies on the Board, however occurring (including due to an increase in the size of the board, or the death, resignation, disqualification or removal of a director), and any newly created directorships resulting from an increase in the number of directors, may be filled solely and exclusively by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum, or by the sole remaining director, and may not be filled by the stockholders. Any director so chosen will hold office for the remainder of the full term of the class in which the vacancy occurred or the new directorship was created and until such director’s successor is duly elected and qualified or until earlier resignation, death or removal. When the number of directors is increased or decreased, the board will determine the class or classes to which the increased or decreased number of directors will be apportioned; provided that no decrease in the number of directors will shorten the term of any incumbent director. These provisions are subject to any separate rights of holders of preferred stock to elect directors, remove any director they are entitled to elect, and fill vacancies relating to such directorships. In addition, Jan Goetgeluk, our Chief Executive Officer and Chairman, holds a majority of the voting power of the outstanding shares of the Company and therefore could, subject to the rights of any series of preferred stock, unilaterally remove directors.
Undesignated Preferred Stock
Our Certificate provides for authorized shares of preferred stock. The existence of authorized but unissued shares of preferred stock may enable our board of directors to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise. For example, if in the due exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal is not in the best interests of our shareholders, our board of directors could cause shares of preferred stock to be issued without shareholder approval in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquirer or insurgent shareholder or shareholder group. In this regard, our Certificate grants our board of directors broad power to establish the rights and preferences of authorized and unissued shares of preferred stock. The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of Class A common stock. The issuance may also adversely affect the rights and powers, including voting rights, of these holders and may have the effect of delaying, deterring or preventing a change in our control.
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Exclusive Forum
Our Certificate provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine. This choice of forum provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or the Securities Act or any other claim for which the federal district courts of the U.S. of America shall be the exclusive jurisdiction.
Notwithstanding the foregoing, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce a duty or liability created by the Securities Act or the rules and regulations thereunder and our fifth amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the U.S. of America will, to the fullest extent permitted by law, be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our fifth amended and restated certificate of incorporation, but there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.
Moreover, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder and our fifth amended and restated certificate of incorporation provides that the exclusive forum provision does not apply to suits brought to enforce any duty or liability created by the Exchange Act. Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court.
Any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provision in our Certificate. Our choice of forum provision may impose additional litigation costs on stockholders in pursuing claims and may limit a stockholder’s ability to bring a claim in a judicial forum that it believes to be favorable for disputes with us or any of our directors, officers or other employees, which may discourage lawsuits with respect to such claims.
Limitation of Liability and Indemnification of Directors and Officers
Our Certificate provides that our directors and officers will be indemnified by us to the fullest extent authorized by Delaware law.
These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. We believe that these provisions and insurance are necessary to attract and retain talented and experienced directors and officers. We also have entered into separate indemnification agreements with each of our directors and executive officers.
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Section 203 of the DGCL
As a Delaware corporation, we will be subject to the provisions of Section 203 of the DGCL. This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with an “interested stockholder.” In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns 15% or more of the outstanding voting stock of the corporation.
A “business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 of the DGCL do not apply if any one of the following conditions are met:
| ● | the business combination takes place more than three years after the interested stockholder became an “interested stockholder;” |
| ● | our Board approves the transaction that made the stockholder an “interested stockholder” prior to the date of the transaction; |
| ● | after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding, other than statutorily excluded shares of common stock; or |
| ● | on or subsequent to the date of the transaction, the business combination is approved by our Board and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder. |
Section 203 determines “interested stockholder” status by reference to beneficial ownership of outstanding voting stock (shares entitled to vote for directors), not a holder’s percentage of aggregate voting power. Based on current holdings, Jan Goetgeluk and Ugo de Charette each beneficially own more than 15% of our outstanding voting stock and therefore are each (or may each be) an “interested stockholder.” As a result, for three years after any such person became an interested stockholder, we may not enter into a business combination with that person unless an exception applies, including prior approval by our Board or approval by at least two-thirds of the outstanding voting stock not owned by that interested stockholder.
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Exhibit 19.1
VIRTUIX HOLDINGS INC.
POLICY REGARDING INSIDER TRADING AND
DISSEMINATION OF INSIDE INFORMATION
Effective September 12, 2025
| I. | INTRODUCTION |
This Policy Regarding Insider Trading and Dissemination of Inside Information (this “Policy”) describes the policy of Virtuix Holdings Inc. (the “Company”) regarding:
| ● | the trading of securities while you are in possession of Inside Information (as defined below) (“insider trading”) about the Company or any other company; and |
| ● | other misuse of material non-public information (“Inside Information”) of the Company or any other company. |
Your obligations and potential liability under securities laws dealing with insider trading abuses are also outlined below.
This Policy provides an overview of the most significant aspects involved in insider trading. Every director, officer and employee of the Company must read and retain this Policy.
| II. | STATEMENT OF THE POLICY |
No director, officer, employee or other Insider (as defined below) shall:
| ● | trade in securities of the Company or any other company while in possession of Inside Information concerning the Company or such other company; |
| ● | disseminate Inside Information of the Company or any other company to others (except for legitimate Company purposes in accordance with Company communications policies; provided that the disclosing person reasonably does not expect the recipient to trade in securities, or disseminate the information to others who may trade in securities, while in possession of such Inside Information); or |
| ● | engage in any other action or conduct to take advantage of Inside Information. |
The prohibited dissemination of Inside Information includes the disclosure through written, oral or electronic means to all persons or entities, including friends, family members, business contacts or others.
Even the appearance of improper conduct must be avoided to preserve the Company’s reputation for adhering to high ethical standards of conduct. Accordingly, conduct which merely suggests the possibility of insider trading may be deemed by the Company, in its sole discretion, to be a violation of this Policy.
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| III. | FEDERAL LAW PROHIBITING INSIDER TRADING |
Rule 10b-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), has been determined by the courts to prohibit trading by an Insider (as defined below) of any securities (debt or equity) of a company on the basis of Inside Information about such company. Liability under Rule 10b-5 can apply to trading in the Company’s securities or the securities of any other company if one is in possession of Inside Information about the company whose securities are traded. The prohibition against insider trading applies to the Company’s officers, directors, employees and other Insiders at all times regardless of whether or not the Company is observing a scheduled or special “blackout” period.
Liability under Rule 10b-5 may attach not only to Insiders who trade while in possession of Inside Information, but also, under certain circumstances, to (i) Insiders who disclose or tip Inside Information (tippers) to third parties without trading themselves, and (ii) third parties (such as relatives, business associates or friends) who have received Inside Information from Insiders (tippees) and trade while in possession of that Inside Information.
| IV. | THE CONSEQUENCES OF INSIDER TRADING |
Individuals who trade on material non-public information (or tip information to others) can be subject to an array of civil and criminal penalties. Violations are taken very seriously by the U.S. Securities and Exchange Commission, the federal agency responsible for enforcing the law in this area. Potential sanctions include:
| ● | disgorgement of profits gained or losses avoided and interest thereon; |
| ● | a civil penalty of up to three times the profit gained or loss avoided; |
| ● | a bar from acting as an officer or director of a publicly traded company; |
| ● | a criminal fine (no matter how small the profit or the lack thereof) of up to $1 million; and |
| ● | a jail term of up to ten years. |
These penalties can apply even if the individual is not a director, officer or senior manager. In addition to the potentially severe civil and criminal penalties for violation of the insider trading laws, violation of this Policy may result in the imposition of Company sanctions, including dismissal. A conviction or finding of liability for insider trading can also result in individuals being banned generally from employment in the securities or financial industries or other employment, and even a mere allegation of insider trading can result in severe harm to one’s professional and personal reputation.
A transaction that may be necessary or seem justifiable for independent reasons (including a need to raise money for a personal financial emergency) is neither an exception to this Policy nor a safeguard against prosecution for violation of insider trading laws.
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For a company (as well as possibly any supervisory person) that fails to take appropriate steps to prevent illegal trading, a civil penalty of the greater of $1 million or three times the profit gained or loss avoided as a result of an employee’s violation and a criminal fine of up to $2.5 million may be imposed. There are also likely to be stockholder lawsuits and adverse publicity arising from such illegal conduct.
| V. | WHO IS AN “INSIDER” FOR PURPOSES OF THE INSIDER TRADING PROHIBITIONS? |
An “Insider” for purposes of insider trading law is any person who possesses Inside Information; the status results from such possession and not simply a person’s position, if any, with the Company. Accordingly, Insiders subject to liability for insider trading are not solely those executive officers and directors who are required to report their securities transactions of Company common stock under Section 16 of the Exchange Act and who are also often referred to as “insiders” for purposes of that law. The category of potential Insiders for purposes of insider trading law includes not only the Company’s directors, officers and employees, but also outside professional advisors and business consultants who have access to Inside Information prior to its public release and absorption by the securities markets.
| VI. | PERSONS COVERED BY THE POLICY |
This Policy covers the directors, officers and employees of the Company, and outside professional advisors and business consultants of the Company who have access to Inside Information of the Company, as well as their Family Members and Controlled Entities.
“Family Members” include a person’s spouse, partner, financially dependent children, relative, or other members of such person’s immediate household to whose support such person contributes or whose investments such person controls.
“Controlled Entities” include any legal entities controlled by a person, such as any corporations, partnerships, or trusts.
| VII. | INDIVIDUAL RESPONSIBILITY |
Persons subject to this Policy have ethical and legal obligations to maintain the confidentiality of Inside Information and to not trade while in possession of Inside Information. Each individual is responsible for making sure that he or she complies with this Policy, and that any Family Member or Controlled Entity also complies with this policy. In all cases, the responsibility for determining whether an individual is in possession of Inside Information rests with that individual, and any action on the part of the Company, the Administrator (as defined under the caption “Administration of the Policy”) or any other employee or director pursuant to this Policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws. You could be subject to severe legal penalties and disciplinary action by the Company for any conduct prohibited by this Policy or applicable securities laws, as described above in more detail under the heading “The Consequences of Insider Trading.”
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| VIII. | TRANSACTIONS COVERED BY THIS POLICY |
The trading covered by this Policy includes all types of transactions and securities, including common stock, options or warrants to purchase common stock, or any other type of securities, including (but not limited to) preferred stock, convertible debentures, as well as derivative securities that are issued by third parties, such as exchange-traded put or call options or swaps relating to securities of the Company or another company with respect to which an Insider possesses Inside Information.
| IX. | WHAT IS MATERIAL NON-PUBLIC INFORMATION? |
Material information is any information that a reasonable investor would consider important in arriving at a decision to buy, sell or hold the securities of a company and/or would view its disclosure as significantly altering the total mix of information otherwise made available.
Non-Public information is information that is not generally known to the public.
Examples. Examples of non-public information that generally would be regarded as material and thus Inside Information include:
| ● | financial information, such as revenues, expenses, earnings, new sales or investment returns; |
| ● | information about a transaction that will affect the financial condition or performance of the company in a significant manner, such as a pending or proposed merger, acquisition, tender offer, sale of assets, or disposition of a subsidiary, or entering into or terminating a significant contract; |
| ● | earnings estimates; |
| ● | a stock split or the offering of additional securities; |
| ● | major litigation; |
| ● | changes in senior management; |
| ● | major new products; and |
| ● | the gain or loss of a substantial customer. |
Either positive or negative information may be material. The foregoing list is not exhaustive; other types of information may be material at any particular time, depending upon all the circumstances.
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| X. | TRADING |
This Policy permits an Insider to trade securities beginning at the close of regular trading on the second full Trading Day after all Inside Information has been disclosed to the public through general release to the national news media, which will provide the securities markets a sufficient opportunity to absorb and evaluate the information.
“Trading Day” means a day on which the principal U.S. stock exchange on which shares of the Company’s common stock are then listed is open for trading.
For example, if Inside Information (including quarterly or annual earnings) is disclosed at (a) 8:00 a.m., Eastern Time, on a Monday, then trading may commence after 4:00 p.m., Eastern Time, on Tuesday, (b) 10:00 a.m., Eastern Time, on Monday, then trading may commence after 4:00 p.m., Eastern Time, on Wednesday or (c) 5:00 p.m., Eastern Time, on Monday, then trading may commence after 4:00 p.m., Eastern Time, on Wednesday.
Please refer to the paragraph below captioned “Additional Procedures” for additional restrictions on trading.
| XI. | TRANSACTIONS NOT SUBJECT TO THIS POLICY |
| A. | Bona Fide Gifts |
Bona fide gifts are not transactions subject to this Policy, unless the person making the gift has reason to believe that the recipient intends to sell the Company securities while the person making the gift is aware of Inside Information or during a blackout period to which the person making the gift is subject; provided that bona fide gifts of Company securities by directors, officers who have been designated by the Company’s Board of Directors (the “Board”) as “officers” for purposes of Section 16 of the Exchange Act (collectively with the directors, “Section 16 Reporting Persons”) and certain other employees who may be designated by the Administrator from time to time (“Designated Individuals”) are subject to the pre-clearance procedures set forth below under the caption “Additional Procedures.”
| B. | Option Exercises |
This Policy does not apply to the exercise of an employee option acquired pursuant to the Company’s plans, or to the exercise of a tax withholding right pursuant to which a person has elected to have the Company withhold stock subject to an option to satisfy tax withholding requirements; provided that such exercises by Section 16 Reporting Persons and Designated Individuals are subject to the pre-clearance procedures set forth below under the caption “Additional Procedures.” This Policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.
| C. | Restricted Stock Awards |
This Policy does not apply to the exercise of a tax withholding right pursuant to which you elect to have the Company withhold stock to satisfy tax withholding requirements upon the vesting of any restricted stock; provided that such exercise by Section 16 Reporting Persons and Designated Individuals is subject to the pre-clearance procedures set forth below under the caption “Additional Procedures.” This Policy does apply, however, to any market sale of restricted stock.
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| D. | Mutual Funds |
Transactions in mutual funds that are invested in securities of the Company or another company with respect to which an Insider possesses Inside Information are not transactions subject to this Policy.
| E. | Other Similar Transactions |
Any other purchase of Company securities from the Company or sales of Company securities to the Company are not subject to this Policy.
| F. | Rule 10b5-1 Plans |
Securities trading pursuant to contracts, plans or instructions complying with the requirements of Rule 10b5-1(c)(1) under the Exchange Act (“Rule 10b5-1 Plans”) and entered into in good faith while the person entering into the Rule 10b5-1 Plan is not in possession of Inside Information is not subject to this Policy, provided that the adoption and maintenance of any such Rule 10b5-1 Plan by such person must be approved by the Administrator and must comply with the requirements of Rule 10b5-1(c)(1).
| XII. | SPECIAL AND PROHIBITED TRANSACTIONS |
The Company has determined that there is a heightened legal risk and/or the appearance of improper or inappropriate conduct if the persons subject to this Policy engage in certain types of transactions. Therefore any persons covered by this Policy must comply with the following:
| A. | Hedging Transactions |
Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. Such hedging transactions may permit a director, officer or employee to continue to own Company securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the director, officer or employee may no longer have the same objectives as the Company’s other stockholders. Therefore, directors, officers and employees, as well as their Family Members and Controlled Entities, are prohibited from engaging in any such transactions.
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| B. | Margin Accounts and Pledged Securities |
In order to avoid a margin sale or foreclosure sale at a time when a pledgor, who is a Company director, officer or employee, or their Family Members or Controlled Entities, is aware of Inside Information or otherwise is not permitted to trade Company securities due to a blackout period, no Company director, officer or employee, or their Family Members or Controlled Entities, may hold Company securities in a margin account or otherwise pledge (or hypothecate) Company securities as collateral for a loan without first obtaining prior approval from the Administrator. Pre-clearance is required for such transactions because Company securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call and Company securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Any Company director, officer or employee, or their Family Members or Controlled Entities, preparing to pledge Company securities or hold such securities in a margin account must submit a request for approval to the Administrator at least two weeks prior to the proposed execution of documents evidencing the proposed pledge or margin account. In its request, such Company director, officer or employee, or their Family Members or Controlled Entities, shall:
| ● | enclose copies of the governing documents evidencing the proposed pledge or margin account, which governing documents must provide such person with the opportunity to substitute or provide additional collateral or to repay the loan before the pledged Company securities may be sold; and |
| ● | undertake to the Company (in form and manner satisfactory to the Administrator and the Company) (i) to maintain adequate financial capacity to repay the loan or cover the margin call, as applicable, without resort to the pledged Company securities and (ii) to substitute or provide additional collateral or repay the loan in the event of a borrower default or margin call, as applicable, at a time when such person is aware of Inside Information or otherwise is not permitted to trade Company securities due to a blackout period. |
The above is not meant to restrict the rehypothecation or lending of securities held in a brokerage account; provided that the securities are permitted to be held in such account in accordance with this Policy.
| XIII. | ADDITIONAL PROCEDURES |
The Company has established additional procedures in order to assist the Company in the administration of this Policy, to facilitate compliance with laws prohibiting insider trading while in possession of Inside Information, and to avoid the appearance of any impropriety. These additional procedures are applicable only to those individuals described below.
| A. | Pre-Clearance Procedures |
Section 16 Reporting Persons and Designated Individuals, as well as their Family Members and Controlled Entities, may not engage in any transaction in Company securities without first obtaining pre-clearance of the transaction from the Administrator in order to determine compliance with this Policy, insider trading laws, Section 16 of the Exchange Act and Rule 144 promulgated under the Securities Act of 1933, as amended (“Rule 144”). A person requesting pre-clearance should submit the request to the Administrator (and, in the case of a request by the Chief Executive Officer, also notify the Chairman of the Audit Committee) prior to the proposed transaction. The Administrator may determine not to permit the transaction if it is not in compliance with this Policy, insider trading laws, Section 16 of the Exchange Act or Rule 144. If a person seeks pre-clearance and permission to engage in the transaction is denied, then he or she should refrain from initiating any transaction in Company securities, and should not inform any other person of the restriction.
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When a request for pre-clearance is made, the requestor should carefully consider whether he or she may be aware of any Inside Information about the Company, and should describe fully those circumstances to the Administrator. If the requestor is a Section 16 insider, the requestor should also indicate whether he or she has effected any non-exempt “opposite-way” transactions within the past six months, and should be prepared to report the proposed transaction on an appropriate Form 4 or Form 5. The requestor should also be prepared to comply with Rule 144 and file Form 144, if necessary, at the time of any sale.
| B. | Special Blackout Periods |
From time to time, an event may occur that is material to the Company and is known by only a few directors, officers and/or employees. So long as the event remains material and nonpublic, the persons with knowledge of the event who are designated by the Administrator may not trade Company securities. In that situation, the Administrator may notify these persons that they should not trade in the Company’s securities, without disclosing the reason for the restriction. The existence of an event-specific blackout period or extension of a blackout period may not be announced to the Company as a whole, and should not be communicated to any other person. Even if the Administrator has not designated you as a person who should not trade due to an event-specific restriction, you should not trade while aware of Inside Information.
| XIV. | POST-TERMINATION TRANSACTIONS |
If an individual is in possession of Inside Information or subject to any blackout period or other Company-imposed trading restrictions when his or her service terminates, that individual may not trade in Company securities until that information has become public, is no longer material or such blackout period or Company-imposed trading restriction has expired.
| XV. | ADMINISTRATION OF THIS POLICY |
The Company’s principal executive officer, or in his or her absence the Chairman of the Audit Committee, or with respect to matters involving the Company’s principal executive officer and/or principal financial officer, the Chairman of the Audit Committee (the “Administrator”), shall be responsible for administration of this Policy, including the matters for which the Administrator is specifically designated herein as administering or deciding and all other matters. All determinations and interpretations by the Administrator shall be subject to review by the Audit Committee, whose determinations shall be final.
| XVI. | COMPANY ASSISTANCE / REPORTING OF VIOLATIONS |
Any person who has any questions about this Policy or about specific transactions may obtain additional guidance from the Administrator. You should contact the Administrator immediately if you know or have reason to believe that this Policy has been or is about to be violated.
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 No. 333-293746, of our report dated June 25, 2026, which appears in the Virtuix Holdings, Inc. form 10-K relating to the audits of the consolidated financial statements as of March 31, 2026 and 2025 and for the periods then ended.
/s/ M&K CPA’s, PLLC
The Woodlands, TX
June 25, 2026
Exhibit 31.1
CERTIFICATION PURSUANT TO
17 CFR 240.13a-14(a)/15d-14(a),
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jan Goetgeluk, certify that:
| 1 | I have reviewed this Annual Report on Form 10-K of Virtuix Holdings Inc.; |
| 2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3 | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4 | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5 | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| By: | /s/ Jan Goetgeluk | |
| Jan Goetgeluk | ||
| Chief Executive Officer and Chairman | ||
| (Principal Executive Officer) | ||
| Virtuix Holdings Inc. |
Date: June 25, 2026
Exhibit 31.2
CERTIFICATION PURSUANT TO
17 CFR 240.13a-14(a) /15d-14(a),
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Thomas McGinnis, certify that:
| 1 | I have reviewed this Annual Report on Form 10-K of Virtuix Holdings Inc.; |
| 2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3 | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4 | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5 | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| By: | /s/ Thomas McGinnis | |
| Thomas McGinnis | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) | ||
| Virtuix Holdings Inc. |
Date: June 25, 2026
Exhibit 32.1
CERTIFICATION PURSUANT TO
RULE 13a-14(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934
AND 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of Virtuix Holdings Inc. (the “Company”) on Form 10-K for the period ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jan Goetgeluk, Chief Executive Officer and Chairman of the Company, certify, to the best of my knowledge, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ Jan Goetgeluk | |
| Jan Goetgeluk | |
| Chief Executive Officer and Chairman | |
| (Principal Executive Officer) | |
| Virtuix Holdings Inc. | |
| June 25, 2026 |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
RULE 13a-14(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934
AND 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of Virtuix Holdings Inc. (the “Company”) on Form 10-K for the period ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas McGinnis, Chief Financial Officer of the Company, certify, to the best of my knowledge, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ Thomas McGinnis | |
| Thomas McGinnis | |
| Chief Financial Officer | |
| (Principal Financial Officer) | |
| Virtuix Holdings Inc. | |
| June 25, 2026 |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 97.1
VIRTUIX HOLDINGS INC.
CLAWBACK POLICY
This Virtuix Holdings Inc. Clawback Policy (this “Policy”) was approved effective as of August 8, 2025 (the “Effective Date”) by the Board of Directors (the “Board”) of Virtuix Holdings Inc. (the “Company”). This Policy is adopted pursuant to and intended to comply with Rule 5608 (Recovery of Erroneously Awarded Compensation) of The Nasdaq Stock Market LLC (“Nasdaq”) so long as the Company’s securities are listed on Nasdaq.
Purpose and Policy Statement
The Company is committed to conducting business with integrity in accordance with high ethical standards and in compliance with all applicable laws, rules and regulations. This includes the Company’s commitment to comply with all laws, rules and regulations applicable to the presentation of the Company’s financial information to the public and to the recovery of erroneously awarded incentive-based compensation.
As a result, the Board has adopted this Policy to provide that, in the event the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (each, as applicable, a “Restatement”), the Company will recover reasonably promptly the amount of any “erroneously awarded incentive-based compensation” “received” by an “executive officer,” in each case as such terms are defined in this Policy, if and to the extent required by any federal or state law, rule or regulation, or rule, regulation, policy or listing standard of the Securities and Exchange Commission (“SEC”) or any securities exchange on which the Company’s securities are listed, including without limitation, Nasdaq Rule 5608 (Recovery of Erroneously Awarded Compensation).
In the event of any change in any federal or state law, rule or regulation, or rule, regulation, policy or listing standard of the SEC or any securities exchange on which the Company’s securities are listed after the Effective Date, which requires the Company to recover compensation from an executive officer, the Company will seek recovery under this Policy to the extent required by such laws, rules, regulations or listing standards.
Administration
The Committee has full power, authority, and sole and exclusive discretion to reasonably construe, interpret and administer this Policy. The Committee will interpret this Policy consistent with Nasdaq Rule 5608 (Recovery of Erroneously Awarded Compensation) and any guidance issued thereunder, the rules and regulations of the SEC, and any other applicable laws, rules or regulations governing the mandatory recovery of compensation, as such laws, rules or regulations may change, be interpreted or evolve from time to time. All determinations and decisions made by the Committee will be made in its reasonable discretion and will be final, conclusive and binding on all affected individuals.
The term “Committee” as used in this Policy means the Compensation Committee of the Board, or in the absence of such a committee, a majority of the “independent directors” (as defined under Nasdaq Rule 5605(a)(2)) serving on the Board.
Applicability
This Policy applies to all “incentive-based compensation” “received” by a person, in each case as such terms are defined in this Policy:
| ● | After beginning service as an “executive officer,” as such term is defined in this Policy, and who served as an executive officer at any time during the performance period for that incentive-based compensation; |
| ● | While the Company has a class of securities listed on Nasdaq or another national securities exchange or a national securities association; and |
| ● | During the three completed fiscal years immediately preceding the date that the Company is required to prepare the Restatement, plus any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years as required under Nasdaq Rule 5608; provided, however, that the Company’s obligation to recover erroneously awarded incentive-based compensation is not dependent on if or when the restated financial statements are filed. |
For purpose of determining the relevant recovery period, the date that the Company is required to prepare a Restatement is the earlier to occur of: (i) the date the Company’s Board, a committee of the Board or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement; or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare a Restatement.
Executive Officers Covered by Policy
This Policy covers the Company’s current and former executive officers who received erroneously awarded incentive-based compensation regardless of whether the executive officer committed misconduct or contributed to the error.
The term “executive officer” as used in this Policy means the Company’s:
| ● | president; |
| ● | principal executive officer; |
| ● | principal financial officer; |
| ● | principal accounting officer (or if there is no such accounting officer, the controller); |
| ● | any vice-president of the Company in charge of a principal business unit, division or function (such as sales, administration or finance); |
| ● | any other officer who performs a policy-making function; or |
| ● | any other person who performs similar policy-making functions for the Company and executive officers of the Company’s parents or subsidiaries if such individuals perform such policy-making functions for the Company. |
Policy-making function is not intended to include policy-making functions that are not significant.
Identification of an executive officer for purposes of this Policy would include at a minimum executive officers identified by the Company pursuant to Item 401(b) of SEC Regulation S-K.
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Authority and Obligation to Recover Erroneously Awarded Incentive-Based Compensation; Exceptions
In the event of a Restatement, the Company must reasonably promptly recover any “erroneously awarded incentive-based compensation,” as such term is defined in this Policy, in compliance with this Policy, except to the extent one of the three conditions below is met and the Committee has made a determination that recovery would be impracticable.
| 1. | The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered and the Company has made a reasonable attempt to recover any amount of erroneously awarded incentive-based compensation, has documented such reasonable attempt(s) to recover and provided that documentation to Nasdaq. |
| 2. | Recovery would violate home country law where that law was adopted prior to November 28, 2022 and the Company has obtained an opinion of home country counsel, acceptable to Nasdaq, that recovery would result in such a violation and has provided such opinion to Nasdaq. |
| 3. | Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or 411(a) of the U.S. Internal Revenue Code and regulations thereunder. |
Erroneously Awarded Incentive-Based Compensation
The term “erroneously awarded incentive-based compensation” as used in this Policy means that amount of “incentive-based compensation” received that exceeds the amount of “incentive-based compensation” that otherwise would have been received had it been determined based on the restated amounts, and must be computed without regard to any taxes paid.
For incentive-based compensation based on stock price or total shareholder return, where the amount of erroneously awarded incentive-based compensation is not subject to mathematical recalculation directly from the information in a Restatement,
| ● | the amount must be based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the incentive-based compensation was received; and |
| ● | the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to Nasdaq. |
| ● | The term “incentive-based compensation” as used in this Policy means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure. |
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The term “financial reporting measure” as used in this Policy means measure that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measure. Financial reporting measures include, without limitation, stock price and total shareholder return, and may include non-GAAP financial measures. A financial reporting measure need not be presented within the Company’s financial statements or included in an SEC filing to constitute a financial reporting measure for this purpose.
Incentive-based compensation is deemed “received” as such term is used in this Policy by an executive officer in the Company’s fiscal period during which the financial reporting measure specified in the incentive-based compensation award is attained, even if the payment or grant of the incentive-based compensation occurs after the end of that period.
Notwithstanding the generality of the foregoing, “incentive-based compensation” is intended to be interpreted and construed broadly and includes with respect to any plan that takes into account incentive-based compensation (other than a tax-qualified plan) any amount contributed to a notional account based on erroneously awarded incentive-based compensation and any earnings accrued to date on that notional account. Such plans include without limitation long-term disability plans, life insurance plans, supplemental executive retirement plans and other compensation, if it is based on incentive-based compensation.
For clarity and the avoidance of doubt, “incentive-based compensation” does not include the following:
| ● | base salary (other than any base salary increase earned wholly or in part based on the attainment of a financial reporting measure, which increase is subject to recovery as incentive-based compensation hereunder); |
| ● | bonuses paid solely at the discretion of the Committee or Board that are not paid from a “bonus pool” that is determined by satisfying a financial reporting measure performance goal; |
| ● | bonuses paid solely upon satisfying one or more subjective standards (e.g. demonstrated leadership) and/or completion of a specified employment period; |
| ● | non-equity incentive plan awards earned solely upon satisfying one or more strategic measures (e.g., consummating a merger or divestiture), or operational measures (e.g., completion of a project); and |
| ● | equity awards for which the grant is not contingent upon achieving any financial reporting measure performance goal, and vesting is contingent solely upon completion of a specified employment period and/or attaining one or more non-financial reporting measures. |
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Method of Recovery
The Committee will determine, in its reasonable discretion, the method for recovering incentive-based compensation hereunder, which may include, without limitation, any one or more of the following:
| ● | requiring reimbursement of cash incentive-based compensation previously paid; |
| ● | seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards; |
| ● | cancelling or rescinding some or all outstanding vested or unvested equity-based awards; |
| ● | adjusting or withholding from unpaid compensation, deferred compensation or other set-off; |
| ● | cancelling or setting-off against planned future grants of equity-based awards; and/or |
| ● | any other method required or authorized by applicable law or contract. |
Enforceability
In addition to the adoption of this Policy, the Company will take steps to implement an agreement to this Policy by all current and future executive officers. In furtherance of the foregoing, each executive officer subject to this Policy is required to sign and return to the Company the Acknowledgement Form attached hereto as Exhibit A pursuant to which such executive officer will agree to be bound by the terms and comply with this Policy.
Policy Not Exclusive
Any recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company pursuant to the terms of any other clawback or recovery policy or any similar policy in any employment agreement, incentive or equity compensation plan or award or other agreement and any other legal rights or remedies available to the Company.
Notwithstanding the generality of the foregoing, to the extent that the requirements under the provisions of Section 304 of the Sarbanes-Oxley Act of 2002 are broader than the provisions in this Policy, the provisions of such law will apply to the Company’s Chief Executive Officer and Chief Financial Officer.
No Indemnification
The Company will not indemnify or agree to indemnify any executive officer or former executive officer against the loss of erroneously awarded incentive-based compensation nor will the Company pay or agree to pay any insurance premium to cover the loss of erroneously awarded incentive-based compensation.
Effective Date
This Policy is effective as of the Effective Date and applies to all incentive-based compensation received by the Company’s current and former executive officers on or after the Effective Date.
Required Disclosures
The Company will file all disclosures with respect to this Policy in accordance with the requirements of the federal securities laws, including the disclosure required by the applicable SEC filings and will provide all required SEC and other disclosures regarding this Policy and in the event of a Restatement.
Amendment and Termination
The Committee may amend, modify or terminate this Policy in whole or in part at any time in its sole discretion and may adopt such rules and procedures that it deems necessary or appropriate to implement this Policy or to comply with Nasdaq Rule 5608 (Recovery of Erroneously Awarded Compensation) and any other applicable laws, rules and regulations.
Successors
This Policy shall be binding and enforceable against all current and former executive officers of the Company and their respective beneficiaries, heirs, executors, administrators, or other legal representatives.
* * * * * *
| Adopted by the | |
| Board of Directors of Virtuix Holdings Inc. | |
| Effective as of August 8, 2025 |
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VIRTUIX
HOLDINGS INC.
CLAWBACK POLICY
ACKNOWLEDGEMENT FORM
By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the Virtuix Holdings Inc. Clawback Policy (the “Policy”).
By signing this Acknowledgement Form, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with Virtuix Holdings Inc. and its direct and indirect subsidiaries.
Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including, without limitation, by returning any erroneously awarded incentive-based compensation (as defined in the Policy) to Virtuix Holdings Inc. and its direct and indirect subsidiaries to the extent required by, and in a manner permitted by, the Policy.
| Signature: | ||
| Name: | ||
| Date: |
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