8-K
Virtuix Holdings Inc. (VTIX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): February 9, 2026
VIRTUIX HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-43067 | 46-4371395 |
|---|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation or organization) | (Commission File Number) | (I.R.S. Employer <br><br>Identification No.) |
| 11500 Metric Blvd, Suite 430<br><br> <br>Austin, TX | 78758 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(512) 947-9029
**** Registrant’s telephone number, including area code:
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Class | Trading Symbol | Name of Exchange On Which Registered |
|---|---|---|
| Common Stock | VTIX | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On February 9, 2026, Virtuix Holdings Inc. (the “Company”) entered into Amendment No. 1 to each of the following warrants to purchase shares of Class A Common Stock (collectively, the “Warrant Amendments”) with Streeterville Capital, LLC (the “Investor”):
| ● | Amendment No. 1 to the Warrant to Purchase Shares of Class A Common Stock, dated as of August 25, 2025<br>(the “Debt Financing Warrant”); |
|---|---|
| ● | Amendment No. 1 to the Equity Financing Warrant issued pursuant to the Securities Purchase Agreement dated<br>August 25, 2025 (the “Equity Financing Warrant”); |
| --- | --- |
| ● | Amendment No. 1 to the Warrant to Purchase Shares of Class A Common Stock, dated as of October 30, 2025<br>(the “Second Debt Financing Warrant”); and |
| --- | --- |
| ● | Amendment No. 1 to the Warrant to Purchase Shares of Class A Common Stock, dated as of December 19, 2025<br>(the “Third Debt Financing Warrant”). |
| --- | --- |
The Warrant Amendments modify the exercise price of each of the above warrants to provide for a reduced exercise price of $6.00 per Warrant Share for any exercise occurring during the period commencing on February 9, 2026, and ending on March 11, 2026 (the “Reduced Exercise Price Period”). Following the expiration of the Reduced Exercise Price Period, the exercise price will revert to the Nasdaq Valuation Price as set forth in the original warrants.
All other terms and conditions of the warrants remain unchanged and in full force and effect.
The foregoing description of the Warrant Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of each Warrant Amendment, copies of which are filed as Exhibits 4.1, 4.2, 4.3, and 4.4 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements, Pro Forma Financial Information,and Exhibits.
(d) Exhibits
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 9, 2026
| VIRTUIX HOLDINGS INC. | |
|---|---|
| By: | /s/ Jan Goetgeluk |
| Jan Goetgeluk | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
2
Exhibit 4.1
VIRTUIX HOLDINGS INC.
AMENDMENT NO. 1 TO WARRANT TO PURCHASE SHARESOF CLASS A COMMON STOCK
This Amendment No. 1 to the Warrant to Purchase Shares of Class A Common Stock (this “Amendment”), dated as of February 9, 2026 (the “Effective Date”), is entered into by and between Virtuix Holdings Inc., a Delaware corporation (the “Company”), and Streeterville Capital, LLC, a Utah limited liability company (the “Investor”).
RECITALS
WHEREAS, the Company and the Investor are parties to that certain Warrant to Purchase Shares of Class A Common Stock, dated as of August 25, 2025 (the “Debt FinancingWarrant”); and
WHEREAS, pursuant to Section 10 of the Warrant, the Warrant may be amended or supplemented by an instrument in writing signed by the parties thereto; and
WHEREAS, the Company and the Investor desire to amend the Warrant on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Warrant.
2. Amendment to Attachment 1. Attachment 1 to the Warrant is hereby amended by deleting the definition of “Exercise Price” set forth in Item A7 thereof in its entirety and replacing it with the following:
A7. “Exercise Price” means (a) $6.00 per Warrant Share for any exercise occurring during the period commencing on February 9, 2026 and ending on March 11, 2026 (the “Reduced Exercise Price Period”), and (b) the Nasdaq Valuation Price for any exercise occurring after the expiration of the Reduced Exercise Price Period.
3. Disclosure. Within two (2) days of the Effective Date, the Company will file a 424B “sticker update” to its outstanding S-1 registration statement (File No. 333-292487) to disclose this Amendment. This Amendment will become effective upon the filing of such sticker update.
4. Ratification of Warrant. Except as expressly amended by this Amendment, all of the terms and conditions of the Warrant remain unchanged and in full force and effect. The Warrant, as amended by this Amendment, is hereby ratified and confirmed in all respects.
5. Effect of Amendment. From and after the Effective Date, all references in the Warrant to “this Warrant,” “hereof,” “herein,” or words of similar import shall mean and refer to the Warrant as amended by this Amendment.
6. Governing Law. This Amendment and all matters arising out of or relating to this Amendment shall be governed by and construed in accordance with the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Utah.
7. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
8. Entire Agreement. This Amendment represents the entire agreement of the parties with shall supersede any and all prior agreements, arrangements, and understandings between the parties with respect to the subject matter herein.
9. Modification. This Amendment may not be amended, modified, or supplemented except by an instrument in writing signed by each of the parties hereto.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the Effective Date.
| COMPANY: | |
|---|---|
| VIRTUIX HOLDINGS INC. | |
| By: | /s/ Jan Goetgeluk |
| Name: | Jan Goetgeluk |
| Title: | Chief Executive Officer |
| INVESTOR: | |
| --- | --- |
| STREETERVILLE CAPITAL, LLC | |
| By: | /s/ John Fife |
| Name: | John Fife |
| Title: | President |
Exhibit 4.2
VIRTUIX HOLDINGS INC.
AMENDMENT NO. 1 TO WARRANT TO PURCHASE SHARESOF CLASS A COMMON STOCK
This Amendment No. 1 to the Warrant to Purchase Shares of Class A Common Stock (this “Amendment”), dated as of February 9, 2026 (the “Effective Date”), is entered into by and between Virtuix Holdings Inc., a Delaware corporation (the “Company”), and Streeterville Capital, LLC, a Utah limited liability company (the “Investor”).
RECITALS
WHEREAS, the Company and the Investor are parties to a Securities Purchase Agreement dated August 25, 2025, pursuant to which the Company issued a common stock purchase warrant (the “Equity Financing Warrant”);
WHEREAS, pursuant to Section 10 of the Warrant, the Warrant may be amended or supplemented by an instrument in writing signed by the parties thereto; and
WHEREAS, the Company and the Investor desire to amend the Warrant on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Warrant.
2. Amendment to Attachment 1. Attachment 1 to the Warrant is hereby amended by deleting the definition of “Exercise Price” set forth in Item A7 thereof in its entirety and replacing it with the following:
A7. “Exercise Price” means (a) $6.00 per Warrant Share for any exercise occurring during the period commencing on February 9, 2026 and ending on March 11, 2026 (the “Reduced Exercise Price Period”), and (b) the Nasdaq Valuation Price for any exercise occurring after the expiration of the Reduced Exercise Price Period.
3. Disclosure. Within two (2) days of the Effective Date, the Company will file a 424B “sticker update” to its outstanding S-1 registration statement (File No. 333-292487) to disclose this Amendment. This Amendment will become effective upon the filing of such sticker update.
4. Ratification of Warrant. Except as expressly amended by this Amendment, all of the terms and conditions of the Warrant remain unchanged and in full force and effect. The Warrant, as amended by this Amendment, is hereby ratified and confirmed in all respects.
5. Effect of Amendment. From and after the Effective Date, all references in the Warrant to “this Warrant,” “hereof,” “herein,” or words of similar import shall mean and refer to the Warrant as amended by this Amendment.
6. Governing Law. This Amendment and all matters arising out of or relating to this Amendment shall be governed by and construed in accordance with the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Utah.
7. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
8. Entire Agreement. This Amendment represents the entire agreement of the parties with shall supersede any and all prior agreements, arrangements, and understandings between the parties with respect to the subject matter herein.
9. Modification. This Amendment may not be amended, modified, or supplemented except by an instrument in writing signed by each of the parties hereto.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the Effective Date.
| COMPANY: | |
|---|---|
| VIRTUIX HOLDINGS INC. | |
| By: | /s/ Jan Goetgeluk |
| Name: | Jan Goetgeluk |
| Title: | Chief Executive Officer |
| INVESTOR: | |
| STREETERVILLE CAPITAL, LLC | |
| By: | /s/ John Fife |
| Name: | John Fife |
| Title: | President |
Exhibit 4.3
VIRTUIX HOLDINGS INC.
AMENDMENT NO. 1 TO WARRANT TO PURCHASE SHARESOF CLASS A COMMON STOCK
This Amendment No. 1 to the Warrant to Purchase Shares of Class A Common Stock (this “Amendment”), dated as of February 9, 2026 (the “Effective Date”), is entered into by and between Virtuix Holdings Inc., a Delaware corporation (the “Company”), and Streeterville Capital, LLC, a Utah limited liability company (the “Investor”).
RECITALS
WHEREAS, the Company and the Investor are parties to that certain Warrant to Purchase Shares of Class A Common Stock, dated as of October 30, 2025 (the “Second Debt FinancingWarrant”); and
WHEREAS, pursuant to Section 10 of the Warrant, the Warrant may be amended or supplemented by an instrument in writing signed by the parties thereto; and
WHEREAS, the Company and the Investor desire to amend the Warrant on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Warrant.
2. Amendment to Attachment 1. Attachment 1 to the Warrant is hereby amended by deleting the definition of “Exercise Price” set forth in Item A7 thereof in its entirety and replacing it with the following:
A7. “Exercise Price” means (a) $6.00 per Warrant Share for any exercise occurring during the period commencing on February 9, 2026 and ending on March 11, 2026 (the “Reduced Exercise Price Period”), and (b) the Nasdaq Valuation Price for any exercise occurring after the expiration of the Reduced Exercise Price Period.
3. Disclosure. Within two (2) days of the Effective Date, the Company will file a 424B “sticker update” to its outstanding S-1 registration statement (File No. 333-292487) to disclose this Amendment. This Amendment will become effective upon the filing of such sticker update.
4. Ratification of Warrant. Except as expressly amended by this Amendment, all of the terms and conditions of the Warrant remain unchanged and in full force and effect. The Warrant, as amended by this Amendment, is hereby ratified and confirmed in all respects.
5. Effect of Amendment. From and after the Effective Date, all references in the Warrant to “this Warrant,” “hereof,” “herein,” or words of similar import shall mean and refer to the Warrant as amended by this Amendment.
6. Governing Law. This Amendment and all matters arising out of or relating to this Amendment shall be governed by and construed in accordance with the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Utah.
7. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
8. Entire Agreement. This Amendment represents the entire agreement of the parties with shall supersede any and all prior agreements, arrangements, and understandings between the parties with respect to the subject matter herein.
9. Modification. This Amendment may not be amended, modified, or supplemented except by an instrument in writing signed by each of the parties hereto.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the Effective Date.
| COMPANY: | |
|---|---|
| VIRTUIX HOLDINGS INC. | |
| By: | /s/<br> Jan Goetgeluk |
| Name: | Jan<br> Goetgeluk |
| Title: | Chief<br> Executive Officer |
| INVESTOR: | |
| --- | --- |
| STREETERVILLE CAPITAL, LLC | |
| By: | /s/<br> John Fife |
| Name: | John<br> Fife |
| Title: | President |
Exhibit 4.4
VIRTUIX HOLDINGS INC.
AMENDMENT NO. 1 TO WARRANT TO PURCHASE SHARESOF CLASS A COMMON STOCK
This Amendment No. 1 to the Warrant to Purchase Shares of Class A Common Stock (this “Amendment”), dated as of February 9, 2026 (the “Effective Date”), is entered into by and between Virtuix Holdings Inc., a Delaware corporation (the “Company”), and Streeterville Capital, LLC, a Utah limited liability company (the “Investor”).
RECITALS
WHEREAS, the Company and the Investor are parties to that certain Warrant to Purchase Shares of Class A Common Stock, dated as of December 19, 2025 (the “Third Debt FinancingWarrant”); and
WHEREAS, pursuant to Section 10 of the Warrant, the Warrant may be amended or supplemented by an instrument in writing signed by the parties thereto; and
WHEREAS, the Company and the Investor desire to amend the Warrant on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Warrant.
2. Amendment to Attachment 1. Attachment 1 to the Warrant is hereby amended by deleting the definition of “Exercise Price” set forth in Item A7 thereof in its entirety and replacing it with the following:
A7. “Exercise Price” means (a) $6.00 per Warrant Share for any exercise occurring during the period commencing on February 9, 2026 and ending on March 11, 2026 (the “Reduced Exercise Price Period”), and (b) the Nasdaq Valuation Price for any exercise occurring after the expiration of the Reduced Exercise Price Period.
3. Disclosure. Within two (2) days of the Effective Date, the Company will file a 424B “sticker update” to its outstanding S-1 registration statement (File No. 333-292487) to disclose this Amendment. This Amendment will become effective upon the filing of such sticker update.
4. Ratification of Warrant. Except as expressly amended by this Amendment, all of the terms and conditions of the Warrant remain unchanged and in full force and effect. The Warrant, as amended by this Amendment, is hereby ratified and confirmed in all respects.
5. Effect of Amendment. From and after the Effective Date, all references in the Warrant to “this Warrant,” “hereof,” “herein,” or words of similar import shall mean and refer to the Warrant as amended by this Amendment.
6. Governing Law. This Amendment and all matters arising out of or relating to this Amendment shall be governed by and construed in accordance with the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Utah.
7. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
8. Entire Agreement. This Amendment represents the entire agreement of the parties with shall supersede any and all prior agreements, arrangements, and understandings between the parties with respect to the subject matter herein.
9. Modification. This Amendment may not be amended, modified, or supplemented except by an instrument in writing signed by each of the parties hereto.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the Effective Date.
| COMPANY: | |
|---|---|
| VIRTUIX HOLDINGS INC. | |
| By: | /s/ Jan Goetgeluk |
| Name: | Jan Goetgeluk |
| Title: | Chief Executive Officer |
| INVESTOR: | |
| STREETERVILLE CAPITAL, LLC | |
| By: | /s/ John Fife |
| Name: | John Fife |
| Title: | President |