VTIX 8-K
Virtuix Holdings Inc. (VTIX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction
of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(
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 Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under 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 | ||
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 May 22, 2026, Virtuix Holdings Inc. (the “Company”) and Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), consummated the exchange of certain outstanding secured convertible promissory notes held by Streeterville (as described below, collectively, the “Prior Notes”) for a new Pre-Paid Purchase issued by the Company in the original principal amount of $3,471,923.00 (the “Pre-Paid Purchase”). The Prior Notes exchanged consisted of: (a) that certain Secured Convertible Promissory Note dated August 25, 2025 in the original principal amount of $2,200,000.00; (b) that certain Secured Convertible Promissory Note dated October 30, 2025 in the original principal amount of $560,000.00; and (c) that certain Secured Convertible Promissory Note dated December 19, 2025 in the original principal amount of $560,000.00. The Prior Notes were issued pursuant to that certain Securities Purchase Agreement dated August 25, 2025 (the “Purchase Agreement”), by and between the Company and Streeterville. Other than the exchange of the Prior Notes, Streeterville provided no additional consideration in connection with the exchange. The Pre-Paid Purchase was issued in exchange for the Prior Notes pursuant to the exchange provisions of the Prior Notes and in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).
The Pre-Paid Purchase bears interest at a rate of 6% per annum, compounded daily, from May 22, 2026 until paid in full. The Company may prepay all or any portion of the outstanding balance with thirty (30) trading days’ prior written notice, subject to a prepayment premium of 120% if prepaid within six months of the exchange date, 115% if prepaid between six and twelve months, and 105% if prepaid after twelve months. Beginning on the exchange date, Streeterville has the right, at its sole discretion, to purchase shares of the Company’s Class A common stock (“Common Stock”) by delivering purchase notices to the Company. The purchase price per share is the Fixed Price (as defined in the Pre-Paid Purchase), subject to adjustment to the lower of the Fixed Price and the Market Price (as defined in the Pre-Paid Purchase) following the occurrence of a Trigger Event (as defined in the Pre-Paid Purchase). The aggregate purchase amount in each purchase notice offsets the outstanding balance of the Pre-Paid Purchase. Streeterville may not beneficially own more than 9.99% of the outstanding Common Stock at any time.
The Pre-Paid Purchase is unsecured. The Transaction Documents (as defined in the Purchase Agreement) include customary affirmative and negative covenants, including, among others, covenants relating to timely SEC reporting, maintenance of listing, restrictions on certain debt and equity issuances, and restrictions on fundamental transactions without Streeterville’s prior written consent. The Pre-Paid Purchase includes customary trigger events, events of default and remedies, including the right to accelerate the outstanding balance and to increase the outstanding balance by 7.5% and accrue default interest at a rate of 15% per annum upon the occurrence of an event of default. The Purchase Agreement contains Utah governing-law and dispute-resolution provisions, including arbitration arrangements, and customary representations, warranties, conditions to closing and other terms.
For purposes of Rule 144, the Pre-Paid Purchase is deemed to have been issued on December 19, 2025, and the Company acknowledges that the holding period for the Pre-Paid Purchase includes the holding periods of the Prior Notes from their respective original issuance dates.
The foregoing description of the Pre-Paid Purchase does not purport to be complete and is qualified in its entirety by reference to the full text of the Pre-Paid Purchase, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
On May 20, 2026, the Company issued a press release (the “First Press Release”) announcing an update on the Company’s business developments. A copy of the First Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On May 27, the Company issued a press release (the “Second Press Release”) announcing an additional update on the Company’s business developments. A copy of the Second Press Release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Pre-Paid Purchase #2, dated May 22, 2026, issued by Virtuix Holdings Inc. to Streeterville Capital, LLC. | |
| 99.1 | First Press Release | |
| 99.2 | Second Press Release | |
| 104 | Cover Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document) |
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: May 29, 2026
| VIRTUIX HOLDINGS INC. | ||
| By: | /s/ Jan Goetgeluk | |
| Jan Goetgeluk | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
2
Exhibit 10.1
THIS PRE-paid purchase (AS DEFINED BELOW) IS ISSUED IN EXCHANGE FOR (WITHOUT ANY ADDITIONAL CONSIDERATION) THE FOLLOWING SECURITIES: (A) that certain SECURED CONVERTIBLE PROMISSORY NOTE DATED AUGUST 25, 2025 IN THE ORIGINAL PRINCIPAL AMOUNT OF $2,220,000.00; (B) THAT CERTAIN SECURED CONVERTIBLE PROMISOSRY NOTE DATED OCTOBER 30, 2025 IN THE ORIGINAL PRINCIPAL AMOUNT OF $560,000.00; AND (C) THAT CERTAIN SECURED CONVERTIBLE PROMISSORY NOTE DATED DECEMBER 19, 2025 IN THE ORIGINAL PRINCIPAL AMOUNT OF $560,000.00 (COLLECTIVELY, THE “NOTES”). FOR PURPOSES OF RULE 144 OF THE SECURITIES ACT OF 1933, AS AMENDED (the “1933 Act”), THIS PRE-PAID PURCHASE SHALL BE DEEMED TO HAVE BEEN ISSUED ON DECEMBER 19, 2025.
PRE-PAID PURCHASE #2
| May 22, 2026 | U.S. $3,471,923.00 |
FOR VALUE RECEIVED, Virtuix Holdings Inc., a Delaware corporation (“Company”), promises to pay to Streeterville Capital, LLC, a Utah limited liability company, or its permitted successors or assigns (“Investor”), $3,471,923.00 and any accrued but unpaid interest, fees, charges, and late fees accrued pursuant to the terms hereunder in accordance with the terms set forth herein and to pay interest on the Outstanding Balance of this Pre-Paid Purchase #2 (this “Pre-Paid Purchase”) at a fixed rate of six percent (6%) per annum from May 22, 2026 (the “Exchange Date”) until the same is paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this Pre-Paid Purchase, which is issued and made effective as of the Exchange Date. This Pre-Paid Purchase is issued pursuant to that certain Securities Purchase Agreement dated August 25, 2025, as the same may be amended from time to time, by and between Company and Investor (the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.
This Pre-Paid Purchase is issued in exchange for the Notes pursuant to the automatic exchange provisions of Section 2 of the Notes and is made in accordance with the provisions of Section 3(a)(9) of the 1933 Act.
1. Payment; Prepayment; Registration Effectiveness.
1.1. Payment. All payments (including any prepayments) owing or to be made hereunder shall be in lawful money of the United States of America or Purchase Shares, as provided for herein, and delivered to Investor at such brokerage or bank account as Investor may designate in writing to Company from time to time pursuant to the notice provisions hereof. All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal.
1.2. Prepayment. Notwithstanding the foregoing, with thirty (30) Trading Days’ prior written notice, Company may prepay all or any portion of the Outstanding Balance (less such portion of the Outstanding Balance for which Company has received a Purchase Notice (as defined below) from Investor where the applicable Purchase Shares (as defined below) have not yet been delivered). For the avoidance of doubt, during the thirty (30) Trading Day prepayment notice period, Investor shall retain the right to submit Purchase Notices, if applicable. If Company exercises its right to prepay this Pre-Paid Purchase, Company shall make payment to Investor of an amount in cash equal to: (a) 120% multiplied by the portion of the Outstanding Balance Company elects to prepay if such prepayment occurs on or before the date that is six (6) months from the Exchange Date, (b) 115% multiplied by the portion of the Outstanding Balance Company elects to prepay if such prepayment occurs after the date that is six (6) months from the Exchange Date, but on or before the date that is twelve (12) months from the Exchange Date, and (c) 105% multiplied by the portion of the Outstanding Balance Company elects to prepay if such prepayment occurs after the date that is twelve (12) months from the Exchange Date. Company will lose the right to prepay this Pre-Paid Purchase if Company elects to prepay this Pre-Paid Purchase and fails to do so on the date set forth in the prepayment notice sent to Investor.
2. Security. This Pre-Paid Purchase is unsecured.
3. Investor Purchases.
3.1. Purchases; Purchase Mechanics. Upon the terms and subject to the conditions of this Pre-Paid Purchase, Investor, at its sole discretion, shall have the right, but not the obligation, to purchase from Company, and Company shall issue and sell to Investor, Purchase Shares by the delivery to Company of Purchase Notices as provided herein.
(a) Purchase Notice. At any time following the Exchange Date, Investor may, by providing written notice to Company in the form set forth on Exhibit A attached hereto (each, a “Purchase Notice”), require Company to issue and sell Purchase Shares to Investor, in accordance with the following provisions:
(i) Investor shall, in each Purchase Notice, indicate the portion of the Outstanding Balance that Investor elects to apply to the purchase of Purchase Shares pursuant to this Pre-Paid Purchase (each, a “Purchase”, and such amount, the “Purchase Amount”), in its sole discretion, and the timing of delivery; provided that the Purchase Amount shall not exceed the Outstanding Balance, or result in Investor exceeding the limitation set forth in Section 3.1(b).
(ii) Each Purchase Notice shall be delivered to Company in accordance with the notice provisions set forth in the Purchase Agreement.
(iii) Each Purchase Notice shall set forth the Purchase Amount, the Purchase Share Purchase Price, the number of Purchase Shares to be issued by Company and purchased by Investor, and the remaining Outstanding Balance following the Closing (as defined below) of the Purchase.
(iv) Any Purchase Shares issued hereunder must be issued free trading to Investor pursuant to: (1) an effective Registration Statement (as defined in the Purchase Agreement); or (2) an applicable exemption from registration (e.g., Rule 144).
(v) In the event the Purchase Share Purchase Price is below the Floor Price, Investor will have the right to elect to have the applicable Purchase Amount paid in cash rather than Purchase Shares at the applicable Purchase Share Purchase Price; provided, however, that no such demand for payment in cash may be made unless the Purchase Share Purchase Price has remained below the Floor Price for a period of at least six (6) consecutive months, commencing on the date the Purchase Share Purchase Price first falls below the Floor Price.
2
(b) Ownership Limitation. Notwithstanding anything to the contrary contained in this Pre-Paid Purchase or the other Transaction Documents (as defined in the Purchase Agreement), Company shall not effect any issuance of Purchase Shares pursuant to this Pre-Paid Purchase to the extent that after giving effect to such issuance would cause Investor (together with its affiliates) to beneficially own a number of Common Shares exceeding 9.99% of the number of Common Shares outstanding on such date (including for such purpose the Common Shares issuable upon such issuance) (the “Maximum Percentage”). For purposes of this section, beneficial ownership of Common Shares will be determined pursuant to Section 13(d) of the 1934 Act (as defined in the Purchase Agreement). The Maximum Percentage is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Investor.
3.2. Closings. The closing of each purchase and sale of Purchase Shares (each, a “Closing”) shall take place in accordance with the procedures set forth below:
(a) Promptly after receipt of a Purchase Notice with respect to each Purchase (and, in any event, not later than two (2) Trading Days after such receipt), Company will, or will cause its transfer agent to, electronically transfer such number of Purchase Shares to be purchased by Investor (as set forth in the Purchase Notice) by crediting Investor’s account or its designee’s account at DTC through its DWAC system or by such other means of delivery as may be mutually agreed upon by the parties hereto, and transmit notification to Investor that such share transfer has been requested. Promptly upon receipt of such notification, Investor shall pay to Company the aggregate purchase price for the Purchase Shares (as set forth in the Purchase Notice) by offsetting the Purchase Amount against an equal amount outstanding under this Pre-Paid Purchase (first towards accrued and unpaid interest, if any, and then towards outstanding principal as shown in such Purchase Notice). No fractional shares shall be issued, and any fractional amounts shall be rounded to the nearest whole number of shares. To facilitate the transfer of the Purchase Shares by Investor, the Purchase Shares will not bear any restrictive legends so long as there is an effective Registration Statement or an available exemption from registration for the resale of such Purchase Shares (it being understood and agreed by Investor that notwithstanding the lack of restrictive legends, Investor may only sell such Purchase Shares in compliance applicable securities laws (including any applicable prospectus delivery requirements)).
(b) In connection with each Closing, each of Company and Investor shall deliver to the other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Pre-Paid Purchase in order to implement and effect the transactions contemplated herein.
4. Events of Default; and Remedies.
4.1. Event of Default. The following are events of default under this Pre-Paid Purchase (each, “Event of Default”): (a) Company fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) Company fails to deliver any Purchase Shares in accordance with the terms hereof; (c) a receiver, trustee or other similar official shall be appointed over Company or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; (d) Company becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (e) Company makes a general assignment for the benefit of creditors; (f) Company files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (g) an involuntary bankruptcy proceeding is commenced or filed against Company; (h) Company fails to observe or perform any covenant set forth in Section 4 or Section 5 of the Purchase Agreement; (i) the occurrence of a Fundamental Transaction without Investor’s prior written consent; (j) Company fails to timely establish and maintain the Share Reserve (as defined in the Purchase Agreement); (k) any money judgment, writ or similar process is entered or filed against Company or any subsidiary of Company or any of its property or other assets for more than $500,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to by Investor; (l) Company fails to be DWAC Eligible; (m) Company defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Company contained herein or in any other Transaction Document (as defined in the Purchase Agreement) in any material respect, other than those specifically set forth in this Section 4.1 or Section 4 or Section 5 of the Purchase Agreement; (n) any representation, warranty or other statement made or furnished by or on behalf of Company to Investor herein, in any Transaction Document, or otherwise in connection with the issuance of this Pre-Paid Purchase is false, incorrect, incomplete or misleading in any material respect when made or furnished; (o) a non-management supported preliminary proxy is filed against Company; and (p) Company or any subsidiary of Company, breaches any material covenant or other material term or condition contained in any Other Agreements. Notwithstanding the foregoing, the occurrence of any event set forth in subsections (c) - (p) above will not be considered an Event of Default if such event is cured within five (5) Trading Days of the occurrence of such event.
3
4.2. Default Remedies. At any time and from time to time following the occurrence of any Event of Default and after any applicable cure period, Investor may accelerate this Pre-Paid Purchase by prior written notice to Company, with the Outstanding Balance becoming immediately due and payable in cash. Notwithstanding the foregoing, upon the occurrence of any Event of Default, and after any applicable cure period, described in clauses (b) – (f) of Section 4.1, an Event of Default will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Event of Default shall become immediately and automatically due and payable in cash. At any time following the occurrence of any Event of Default and after any applicable cure period, upon prior written notice given by Investor to Company, the Outstanding Balance will automatically increase by seven-and-a-half percent (7.5%) and interest will accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser of fifteen percent (15%) per annum or the maximum rate permitted under applicable law (“Default Interest”). Notwithstanding the foregoing, and for the avoidance of doubt, Investor may continue making Purchases pursuant to Section 3 at any time following an Event of Default until such time as the Outstanding Balance is paid in full. In connection with acceleration described herein, Investor need not provide, and Company hereby waives, any presentment, demand, protest or other notice of any kind, and Investor may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Investor at any time prior to payment hereunder and Investor shall have all rights as a holder of the Pre-Paid Purchase until such time, if any, as Investor receives full payment pursuant to this Section 4.2. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit Investor’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to Company’s failure to timely deliver Purchase Shares pursuant to a Purchase as required pursuant to the terms hereof.
5. Unconditional Obligation; No Offset. Company acknowledges that this Pre-Paid Purchase is an unconditional, valid, binding and enforceable obligation of Company not subject to offset, deduction or counterclaim of any kind. Company hereby waives any rights of offset it now has or may have hereafter against Investor, its successors and assigns, and agrees to make the payments or Purchases called for herein in accordance with the terms of this Pre-Paid Purchase.
6. Waiver. No waiver of any provision of this Pre-Paid Purchase shall be effective unless it is in the form of a writing signed by the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.
7. Opinion of Counsel. In the event that an opinion of counsel is needed for Purchases under this Pre-Paid Purchase, Investor has the right to have any such opinion provided by its counsel.
8. Governing Law; Venue. This Pre-Paid Purchase shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Pre-Paid Purchase shall be governed by, 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. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.
4
9. Arbitration of Disputes. By its issuance or acceptance of this Pre-Paid Purchase, each party agrees to be bound by the Arbitration Provisions (as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.
10. Cancellation. After repayment (including without limitation, any prepayment pursuant to Section 1.2 of this Pre-Paid Purchase) of the entire Outstanding Balance, this Pre-Paid Purchase shall be deemed paid in full, shall automatically be deemed canceled, and shall not be reissued.
11. Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Pre-Paid Purchase.
12. Assignments. Company may not assign this Pre-Paid Purchase without the prior written consent of Investor This Pre-Paid Purchase and any Purchase Shares issued upon Purchase of this Pre-Paid Purchase may be offered, sold, assigned or transferred by Investor without the consent of Company and Company receives written notice in connection therewith. The Investor and any permitted assignee, by acceptance of this Pre-Paid Purchase, acknowledge and agree that following the issuance of Purchase Shares under this Pre-Paid Purchase, the unpaid Outstanding Balance represented by this Pre-Paid Purchase may be less than the amount stated on the face hereof.
13. Notices. Whenever notice is required to be given under this Pre-Paid Purchase, unless otherwise provided herein, such notice shall be given in accordance with the subsection of the Purchase Agreement titled “Notices.”
14. Severability. If any part of this Pre-Paid Purchase is construed to be in violation of any law, such part shall be modified to achieve the objective of Company and Investor to the fullest extent permitted by law and the balance of this Pre-Paid Purchase shall remain in full force and effect.
[Remainder of page intentionally left blank; signature page follows]
5
IN WITNESS WHEREOF, Company has caused this Pre-Paid Purchase to be duly executed as of the Exchange Date.
| COMPANY: | ||
| Virtuix Holdings Inc. | ||
| By: | ||
| Jan Goetgeluk, CEO | ||
ACKNOWLEDGED, ACCEPTED AND AGREED:
INVESTOR:
| Streeterville Capital, LLC | ||
| By: | ||
| John M. Fife, President | ||
[Signature Page to Pre-Paid Purchase #2]
ATTACHMENT 1
DEFINITIONS
For purposes of this Pre-Paid Purchase, the following terms shall have the following meanings:
A1. “Common Shares” means shares of Company’s Class A common stock, par value $0.001 per share.
A2. “DTC” means the Depository Trust Company or any successor thereto.
A3. “DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer program.
A4. “DWAC” means the DTC’s Deposit/Withdrawal at Custodian system.
A5. “DWAC Eligible” means that (a) Company’s Common Shares are eligible at DTC for full services pursuant to DTC’s operational arrangements, including without limitation transfer through DTC’s DWAC system; (b) Company has been approved (without revocation) by DTC’s underwriting department; (c) Company’s transfer agent is approved as an agent in the DTC/FAST Program; (d) the Purchase Shares are otherwise eligible for delivery via DWAC; and (e) Company’s transfer agent does not have a policy prohibiting or limiting delivery of the Purchase Shares via DWAC.
A6. “Fixed Price” means 120% of the Nasdaq Valuation Price.
A7. “Floor Price” means $2.00 (as adjusted for any stock splits, combinations, or other similar events).
A8. “Fundamental Transaction” means that (a) (i) Company or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consolidate or merge with or into (whether or not Company or any of its subsidiaries is the surviving corporation) any other person or entity, (ii) Company or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets to any other person or entity, (iii) Company or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, allow any other person or entity to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of voting stock of Company (not including any shares of voting stock of Company held by the person or persons making or party to, or associated or affiliated with the persons or entities making or party to, such purchase, tender or exchange offer), (iv) Company or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other person or entity whereby such other person or entity acquires more than 50% of the outstanding shares of voting stock of Company (not including any shares of voting stock of Company held by the other persons or entities making or party to, or associated or affiliated with the other persons or entities making or party to, such stock or share purchase agreement or other business combination), (v) Company or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify the Common Shares or Common Shares, other than an increase in the number of authorized shares of Company’s Common Shares, (vi) Company transfers any material asset to any Subsidiary, affiliate, person or entity under common ownership or control with Company, or (vii) Company pays or makes any monetary or non-monetary dividend or distribution to its shareholders; or (b) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of Company. For the avoidance of doubt, Company or any of the subsidiaries entering into a definitive agreement that contemplates a Fundamental Transaction will be deemed to be a Fundamental Transaction unless such agreement contains a closing condition that this Pre-Paid Purchase is repaid in full upon consummation of the transaction.
A9. “Initial Listing Date” means the first Trading Day that the Common Shares trade on Nasdaq.
A10. “Market Price” means ninety percent (90%) multiplied by the lowest VWAP during the ten (10) Trading Day period preceding the applicable measurement date.
A11. “Nasdaq Valuation Price” means either (a) the Valuation based Bid Price, or (b) the Compelling Evidence-based Bid Price, as accepted by Nasdaq in connection with Company’s direct listing application with Nasdaq.
Attachment 1 to Pre-Paid Purchase #2, Page 1
A12. “Opening Trade Price” means the first trade price of the Common Shares on the Initial Listing Date as reported by Bloomberg.
A13. “Other Agreements” means, collectively, (a) all existing and future agreements and instruments between, among or by Company (or an affiliate), on the one hand, and Investor (or an affiliate), on the other hand, and (b) any financing agreement or a material agreement that affects Company’s ongoing business operations.
A14. “Outstanding Balance” means as of any date of determination, the initial principal amount, as reduced or increased, as the case may be, pursuant to the terms hereof for payment, Purchases, offset, or otherwise, accrued but unpaid interest.
A15. “Purchase Notice Date” means the date the applicable Purchase Notice is delivered by Investor to Company.
A16. “Purchase Shares” means the Common Shares purchased pursuant to this Pre-Paid Purchase.
A17. “Purchase Share Purchase Price” means (a) the Fixed Price prior to the occurrence of a Trigger Event; and (b) the lower of the Fixed Price and the Market Price following the occurrence of a Trigger Event.
A18. “Trading Day” means any day on which Company’s principal market is open for trading.
A19. “Trigger Event” means the occurrence of any of the following events: (a) Company receives a non-compliance notice from Nasdaq; (b) the 10-day average Market Capitalization falls below $175,000,000.00; (c) in any quarter beginning with the quarter ending December 31, 2025, Company’s net sales are less than $500,000.00 (as reported in Company's quarterly financial statements); (d) any closing trade price of the Common Shares as reported by Bloomberg is seventy-five percent (75%) or more below the Opening Trade Price; or (e) the Outstanding Balance remains outstanding upon the earlier of: (i) July 27, 2026, or (ii) 90 days after the Second Registration Statement being declared effective.
A20. “VWAP” means the volume weighted average price of the Common Shares on the principal market for a particular Trading Day or set of Trading Days, as the case may be, as reported by Bloomberg.
[Remainder of page intentionally left blank]
Attachment 1 to Pre-Paid Purchase #2, Page 2
EXHIBIT A
PURCHASE NOTICE
On behalf of Streeterville Capital, LLC (“Investor”), the undersigned hereby certifies, with respect to the purchase of Common Shares of Virtuix Holdings Inc. (“Company”) issuable in connection with this Purchase Notice, delivered pursuant to that certain Pre-Paid Purchase #2, dated as of May 22, 2026 (as amended and supplemented from time to time), as follows:
| A. | Purchase Notice Date: ____________ |
| B. | Purchase Amount: ____________ |
| C. | Purchase Share Purchase Price: ____________ |
| D. | Number of Purchase Shares Due to Investor: ____________________ |
| E. | Outstanding Balance Following Purchase: ____________ |
Please transfer the Purchase Shares electronically (via DWAC) to the following account:
| Broker: ____________________ | Address: ____________________ | |
| DTC#: ____________________ | ____________________ | |
| Account #: ________________ | ____________________ | |
| Account Name: _____________ |
| Investor: | ||
| Streeterville Capital, LLC | ||
| By: | ||
| John M. Fife, President | ||
Exhibit 99.1
Virtuix Expands Into AI-Assisted Neurodivergent Therapy Through Rutgers University Collaboration
Rutgers University Deploys Omni One Platform to Explore Movement-Centered XR and AI-Enhanced Behavioral Therapy Applications
Collaboration Broadens Virtuix’s Applications Beyond Traditional Consumer and Defense End Markets
AUSTIN, TEXAS – May 20, 2026 – Virtuix Holdings Inc. (NASDAQ: VTIX), a leading developer of immersive full-body virtual reality systems, today announced that Rutgers University has deployed the Omni One omni-directional treadmill platform at WINLAB for research and development focused on AI-assisted neurodivergent therapy and immersive behavioral analytics applications, including autism therapy for children.
The initiative will explore how immersive virtual environments, combined with full-body movement on Omni One and adaptive AI interaction, may enhance engagement and learning outcomes in therapeutic settings beyond traditional approaches that rely primarily on visual and audio interaction.
The collaboration combines Virtuix’s locomotion platform with AI-enhanced immersive environments designed to support movement-centered interactions and spatial navigation. Researchers plan to evaluate patients’ attention, movement patterns, response timing, engagement consistency, and spatial interaction over time.
“We believe movement-centered, AI-enabled virtual reality represents a significant emerging opportunity across therapy, rehabilitation, and other healthcare applications,” said Jan Goetgeluk, Chief Executive Officer of Virtuix. “By introducing full-body movement and AI interaction through Omni One, we are enabling entirely new categories of user engagement beyond traditional VR experiences. We are excited to work with Rutgers University to explore these possibilities.”
“This collaboration allows us to explore how VR immersion combined with full-body locomotion and AI may create new approaches for neurodevelopmental therapy,” said Dr. Yingying Chen, Department Chair and Distinguished Professor of Electrical and Computer Engineering at Rutgers University. “We believe movement-centered immersive systems can open important new directions for engagement within therapeutic environments.”
The Rutgers collaboration represents an important validation of Virtuix’s immersive XR platform within advanced university-led healthcare and therapeutic research environments. The initiative follows a recent Omni One deployment to Florida Gulf Coast University for evaluation in rehabilitation and clinical simulation applications. While Virtuix’s primary focus remains on consumer entertainment and defense applications, the company believes full-body movement within AI-enabled environments may play an increasingly important role across next-generation healthcare and therapeutic applications.
According to Fortune Business Insights, the global autism spectrum disorder (ASD) treatment market is projected to expand from approximately $9.2 billion in 2026 to more than $18 billion by 2034, growing at a compound annual growth rate of 9%. The projected growth underscores the increasing demand for new therapeutic solutions, including technology enabled engagement platforms and AI-assisted behavioral analytics.
About Virtuix
Virtuix Inc. (NASDAQ: VTIX) is a leading manufacturer of full-body virtual reality systems for consumer, enterprise, healthcare, and defense markets. The company’s premier portfolio of “Omni” omni-directional treadmills enables users to walk and run in 360 degrees inside video games and other immersive virtual reality applications. With a commitment to innovation, Virtuix continues to push the boundaries of XR, spatial computing, and AI-driven immersive experiences. For more information, visit virtuix.com.
Please visit the Company’s new Investor Relations website at invest.virtuix.com.
2
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate,” “could,” “would,” “potential” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements in this press release include, without limitation, statements regarding the Company’s plans to pursue strategic acquisitions, the potential benefits of any such acquisition, the expected synergies, the potential impact on revenues or shareholder value, and the Company’s position in the defense training market. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the Company’s ability to identify, negotiate, and complete acquisitions on favorable terms or at all; the ability to successfully integrate any acquired business; risks related to government contracting, including contract cancellations, modifications, or funding changes; the uncertainties related to market conditions; and other factors discussed in the “Risk Factors” section of the Company’s registration statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
Visit Us on Social Media:
YouTube
TikTok
X
Company Contact
Lauren Premo
Virtuix Inc.
Investor Relations Contact
Chris Tyson
MZ Group
Direct: 949-491-8235
3
Exhibit 99.2
Virtuix
Virtuix Selected by U.S. Air Force for AI Military Platform
Air Force SBIR Program Selects Virtuix for Development
of Virtual Terrain Walk System
for Immersive Mission Planning and Tactical Decision-Making
AUSTIN, TEXAS – May 27, 2026 – Virtuix Holdings Inc. (NASDAQ: VTIX), a leading developer of full-body virtual reality systems, today announced that the company has been selected by the U.S. Air Force for Phase I funding under the AFWERX SBIR program to advance development of its Virtual Terrain Walk (“VTW”) platform for military mission planning and leader rehearsals.
The proposed platform leverages Virtuix’s omni-directional treadmill technology, immersive XR environments, spatial computing, and AI-driven terrain reconstruction to allow warfighters to physically “walk the terrain they will be fighting on” inside geo-specific virtual environments. The system is designed to support collaborative mission planning, terrain familiarization, and tactical decision-making for distributed teams of 12+ warfighters.
Unlike traditional mission planning tools that rely on static maps and screens, VTW enables soldiers to physically walk, run, and maneuver together in 360 degrees inside immersive virtual environments. The system uses AI-driven 3D reconstruction to convert camera footage of real-world locations into photorealistic virtual replicas within hours. Thanks to Omni One omni-directional treadmills, warfighters can then physically move around inside those environments without boundaries. Watch a demo video of VTW here.
“VTW is a revolutionary capability that the military does not have today,” said Joe Nolan, Retired Army Colonel and Director of Federal Business Development at Virtuix. “Virtuix is combining cutting-edge AI terrain reconstruction with immersive full-body movement to create a powerful new category of military training and mission planning technology. Warfighters can now get familiar with the battlefield before putting boots on the ground.”
Virtuix’s proprietary locomotion technology is protected by an expanding intellectual property portfolio that includes 26 U.S. patents, with additional patents pending. The company believes immersive, movement-based mission planning and rehearsal represents a rapidly emerging category within the broader defense simulation market, particularly as military organizations globally are increasingly investing in AI-enabled simulation, spatial computing, and immersive training technologies designed to improve readiness while reducing training costs and operational risk.
“This award validates the growing demand for our AI-enabled immersive training technology across the defense sector,” said Jan Goetgeluk, CEO of Virtuix. “We believe spatial computing, AI-driven terrain reconstruction, and full-body immersion represent the next generation of military simulation. This Phase I award provides a pathway to Phase II funding that typically exceeds $1 million and larger Phase III opportunities including sole-source government contracts without pre-defined limits.”
The SBIR selection builds on growing momentum for Virtuix in the defense market. The company recently announced deployments and partnerships across the U.S. Army, Air Force, Navy, and Marine Corps, including sales to the U.S. Air Force Academy and West Point, and leading the development a VR infantry training system for the U.S. Marine Corps Training and Education Command (TECOM). Virtuix also recently announced plans to pursue strategic acquisitions in the defense training sector to further accelerate its expansion across all branches of the U.S. military and abroad.
About Virtuix
Virtuix Inc. (NASDAQ: VTIX) is a leading manufacturer of full-body virtual reality systems for consumer, enterprise, healthcare, and defense markets. The company’s premier portfolio of “Omni” omni-directional treadmills enables users to walk and run in 360 degrees inside video games and other immersive virtual reality applications. With a commitment to innovation, Virtuix continues to push the boundaries of XR, spatial computing, and AI-driven immersive experiences. For more information, visit virtuix.com.
Please visit the Company’s new Investor Relations website at invest.virtuix.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate,” “could,” “would,” “potential” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements in this press release include, without limitation, statements regarding the Company’s plans to pursue strategic acquisitions, the potential benefits of any such acquisition, the expected synergies, the potential impact on revenues or shareholder value, and the Company’s position in the defense training market. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the Company’s ability to identify, negotiate, and complete acquisitions on favorable terms or at all; the ability to successfully integrate any acquired business; risks related to government contracting, including contract cancellations, modifications, or funding changes; the uncertainties related to market conditions; and other factors discussed in the “Risk Factors” section of the Company’s registration statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward- looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
Visit Us on Social Media:
LinkedIn
Instagram
Facebook
YouTube
TikTok
X
Company Contact
Lauren Premo
Virtuix Inc.
[email protected]
Investor Relations Contact
Chris Tyson
MZ Group
Direct: 949-491-8235