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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 1, 2026
VIRTUIX HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-43067 |
|
46-4371395 |
|
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
11500 Metric Blvd, Suite 430
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
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 |
| 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 June 1, 2026, Virtuix Holdings Inc. (the “Company”)
entered into amendments to each of the following warrants to purchase shares of Class A Common Stock (collectively, the “Warrant
Amendments”) with Streeterville Capital, LLC (the “Investor”) amending the exercise price and extending the Reduced
Exercise Price Period (as defined below) to each such warrant:
| ● | Amendment to the Equity Financing Warrant issued pursuant to
the Securities Purchase Agreement dated August 25, 2025 (the “Equity Financing Warrant”); |
| ● | Amendment to the Warrant to Purchase Shares of Class A Common
Stock, dated as of October 30, 2025 (the “Second Debt Financing Warrant”); and |
| ● | Amendment to the Warrant to Purchase Shares of Class A Common
Stock, dated as of December 19, 2025 (the “Third Debt Financing 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 $6.00
per Warrant share. The Warrant Amendments amend the exercise price to $4.00 per Warrant share and extend the Reduced Exercise Price Period
to the expiration date of the warrants of July 27, 2026. Notwithstanding the foregoing, the Company may terminate the Reduced Exercise
Price Period at any time upon two (2) trading days’ prior written notice to the Investor, whereupon the exercise price will revert
to the Nasdaq Valuation Price as set forth in the applicable original warrant.
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 and 4.3 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On June 2, 2026, the Company issued a press release (the “Press
Release”) announcing that it will host a conference call on June 25, 2026, at 8:30 a.m. Eastern time to discuss the Company’s
results for the fiscal year ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is being
furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 7.01, including Exhibit
99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements, Pro Forma Financial Information,
and Exhibits.
(d) Exhibits
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: June 2, 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. 3 TO WARRANT TO PURCHASE SHARES
OF CLASS A COMMON STOCK
This Amendment No. 3 to the Warrant to Purchase Shares of Class A Common
Stock (this “Third Amendment”), dated as of June 1, 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 Equity Financing Warrant,
the Equity Financing Warrant may be amended or supplemented by an instrument in writing signed by the parties thereto;
WHEREAS, the Company and the Investor entered into Amendment
No. 1 to the Equity Financing Warrant, dated as of February 9, 2026 (the “First Amendment”);
WHEREAS, the Company and the Investor entered into Amendment
No. 2 to the Equity Financing Warrant, dated as of March 11, 2026 (the “Second Amendment”); and
WHEREAS, the Company and the Investor desire to further amend
the Equity Financing 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 Equity Financing Warrant.
2. Amendment to Attachment 1. Attachment 1 to the Equity Financing
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) $4.00 per
Equity Financing Warrant Share for any exercise occurring during the period commencing on June 1, 2026, and ending on the Expiration Date
(the “Reduced Exercise Price Period”); provided, that the Company may terminate the Reduced Exercise Price Period at
any time upon two (2) trading days’ prior written notice; or (b) the Nasdaq Valuation Price for any exercise occurring after the
expiration or earlier termination 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 Third Amendment. This Third Amendment will become effective upon the filing of such sticker update.
4. Ratification of Warrant. Except as expressly amended by this
Third Amendment, all of the terms and conditions of the Equity Financing Warrant remain unchanged and in full force and effect. The Equity
Financing Warrant, as amended by this Third Amendment, is hereby ratified and confirmed in all respects.
5. Effect of Amendment. From and after the Effective Date, all
references in the Equity Financing Warrant to “this Warrant,” “hereof,” “herein,” or words of similar
import shall mean and refer to the Equity Financing Warrant as amended by this Third Amendment.
6. Governing Law. This Third Amendment and all matters arising
out of or relating to this Third 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 Third 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 Third Amendment represents the entire
agreement of the parties and shall supersede any and all prior agreements, arrangements, and understandings between the parties with respect
to the subject matter herein.
9. Modification. This Third 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 |
|
3
Exhibit 4.2
VIRTUIX HOLDINGS INC.
AMENDMENT NO. 3 TO WARRANT TO PURCHASE SHARES
OF CLASS A COMMON STOCK
This Amendment No. 3 to the Warrant to Purchase Shares of Class A Common
Stock (this “Third Amendment”), dated as of June 1, 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 Financing Warrant”);
and
WHEREAS, pursuant to Section 10 of the Second Debt Financing
Warrant, the Second Debt Financing Warrant may be amended or supplemented by an instrument in writing signed by the parties thereto;
WHEREAS, the Company and the Investor entered into Amendment
No. 1 to the Second Debt Financing Warrant, dated as of February 9, 2026 (the “First Amendment”);
WHEREAS, the Company and the Investor entered into Amendment
No. 2 to the Second Debt Financing Warrant, dated as of March 11, 2026 (the “Second Amendment”); and
WHEREAS, the Company and the Investor desire to further amend
the Second Debt Financing 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 Second Debt Financing Warrant.
2. Amendment to Attachment 1. Attachment 1 to the Second Debt
Financing 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) $4.00 per
Second Debt Financing Warrant Share for any exercise occurring during the period commencing on June 1, 2026, and ending on the Expiration
Date (the “Reduced Exercise Price Period”); provided, that the Company may terminate the Reduced Exercise Price Period
at any time upon two (2) trading days’ prior written notice; or (b) the Nasdaq Valuation Price for any exercise occurring after
the expiration or earlier termination 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 Third Amendment. This Third Amendment will become effective upon the filing of such sticker update.
4. Ratification of Warrant. Except as expressly amended by this
Third Amendment, all of the terms and conditions of the Second Debt Financing Warrant remain unchanged and in full force and effect. The
Second Debt Financing Warrant, as amended by this Third Amendment, is hereby ratified and confirmed in all respects.
5. Effect of Amendment. From and after the Effective Date, all
references in the Second Debt Financing Warrant to “this Warrant,” “hereof,” “herein,” or words of
similar import shall mean and refer to the Second Debt Financing Warrant as amended by this Third Amendment.
6. Governing Law. This Third Amendment and all matters arising
out of or relating to this Third 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 Third 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 Third Amendment represents the entire
agreement of the parties and shall supersede any and all prior agreements, arrangements, and understandings between the parties with respect
to the subject matter herein.
9. Modification. This Third 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 |
|
3
Exhibit 4.3
VIRTUIX HOLDINGS INC.
AMENDMENT NO. 3 TO WARRANT TO PURCHASE SHARES
OF CLASS A COMMON STOCK
This Amendment No. 3 to the Warrant to Purchase Shares of Class A Common
Stock (this “Third Amendment”), dated as of June 1, 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 Financing Warrant”);
and
WHEREAS, pursuant to Section 10 of the Third Debt Financing
Warrant, the Third Debt Financing Warrant may be amended or supplemented by an instrument in writing signed by the parties thereto;
WHEREAS, the Company and the Investor entered into Amendment
No. 1 to the Third Debt Financing Warrant, dated as of February 9, 2026 (the “First Amendment”);
WHEREAS, the Company and the Investor entered into Amendment
No. 2 to the Third Debt Financing Warrant, dated as of March 11, 2026 (the “Second Amendment”); and
WHEREAS, the Company and the Investor desire to further amend
the Third Debt Financing 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 Third Debt Financing Warrant.
2. Amendment to Attachment 1. Attachment 1 to the Third Debt
Financing 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) $4.00 per
Third Debt Financing Warrant Share for any exercise occurring during the period commencing on June 1, 2026, and ending on the Expiration
Date (the “Reduced Exercise Price Period”); provided, that the Company may terminate the Reduced Exercise Price Period
at any time upon two (2) trading days’ prior written notice; or (b) the Nasdaq Valuation Price for any exercise occurring after
the expiration or earlier termination 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 Third Amendment. This Third Amendment will become effective upon the filing of such sticker update.
4. Ratification of Warrant. Except as expressly amended by this
Third Amendment, all of the terms and conditions of the Third Debt Financing Warrant remain unchanged and in full force and effect. The
Third Debt Financing Warrant, as amended by this Third Amendment, is hereby ratified and confirmed in all respects.
5. Effect of Amendment. From and after the Effective Date, all
references in the Third Debt Financing Warrant to “this Warrant,” “hereof,” “herein,” or words of
similar import shall mean and refer to the Third Debt Financing Warrant as amended by this Third Amendment.
6. Governing Law. This Third Amendment and all matters arising
out of or relating to this Third 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 Third 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 Third Amendment represents the entire
agreement of the parties and shall supersede any and all prior agreements, arrangements, and understandings between the parties with respect
to the subject matter herein.
9. Modification. This Third 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 |
|
3
Exhibit 99.1
Virtuix to Host Fiscal Year 2026
Results Conference Call on Thursday, June 25, 2026, at 8:30 a.m. Eastern Time
AUSTIN, TEXAS – June 2, 2026 –
Virtuix Inc. (NASDAQ: VTIX), a leading developer of AI-driven, full-body virtual reality systems, will hold a conference call on Thursday,
June 25, 2026, at 8:30 a.m. Eastern time to discuss its results for the fiscal year 2026 ended March 31, 2026. Virtuix will provide an
update on the company’s accelerating momentum across its consumer, defense, and international growth initiatives, including recent
milestones in AI-driven military simulation and progress on key strategic initiatives expected to support future growth. A press release
detailing these results will be issued prior to the call.
Jan Goetgeluk, Virtuix’s Chief Executive
Officer and Chairman, and Thomas McGinnis, Chief Financial Officer, will host the conference call and present a detailed overview of the
company’s fiscal year performance, recent commercial traction, outlook for fiscal year 2027, and key growth initiatives across consumer
gaming, defense training, and healthcare applications designed to support long-term shareholder value creation. The presentation will
be followed by a question-and-answer period.
“We expect to report meaningful growth in
our consumer business, reflecting continued demand for our immersive technology platform,” said Thomas McGinnis, CFO of Virtuix.
“Together with the traction we are seeing across our expanding defense business, we believe Virtuix is entering the new fiscal year
with strong operational momentum.”
To access the call, please use the following information:
| Date: |
Thursday, June 25, 2026 |
| Time: |
8:30 a.m. Eastern time (5:30 a.m. Pacific time) |
| Dial-in: |
1-877-425-9470 |
| International Dial-in: |
1-201-389-0878 |
| Conference Code: |
13760097 |
| Webcast: |
https://viavid.webcasts.com/starthere.jsp?ei=1766022&tp_key=b6a9b62346 |
A telephone replay will be available approximately
three hours after the call and will run through July 9, 2026, by dialing 1-844-512-2921 from the U.S., or 1-412-317-6671 from international
locations, and entering replay pin number: 13760997. The replay can also be viewed through the webcast link above, and the presentation
utilized during the call will be available on the Company’s investor relations website here.
About Virtuix
Virtuix Inc. (NASDAQ: VTIX) is a leading manufacturer
of AI-driven, 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.
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Company Contact
Lauren Premo
Virtuix Inc.
[email protected]
Investor Relations Contact
Chris Tyson
MZ Group
Direct: 949-491-8235
[email protected]