VTIX 8-K
Virtuix Holdings Inc. (VTIX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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Item 1.01. Entry into a Material Definitive Agreement.
On July 21, 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”):
| ● | 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 of $3.00 per Warrant share. The Warrant Amendments amend the exercise price to $2.50 per Warrant share during the period commencing on July 21, 2026, and ending on August 27, 2026 (the “Reduced Exercise Price Period”). The Warrant Amendments extend the expiration date of the warrants and the Reduced Exercise Price Period to August 27, 2026, with such date automatically extended for four (4) additional consecutive one (1)-month periods unless the Special Committee of the Board of Directors determines not to extend. 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 9.01 Financial Statements, Pro Forma Financial Information, and Exhibits.
(d) Exhibits
| 4.1 | Amendment to Warrant to Purchase Shares of Class A Common Stock (Equity Financing Warrant), dated July 21, 2026 | |
| 4.2 | Amendment to Warrant to Purchase Shares of Class A Common Stock (Second Debt Financing Warrant), dated July 21, 2026 | |
| 4.3 | Amendment to Warrant to Purchase Shares of Class A Common Stock (Third Debt Financing Warrant), dated July 21, 2026 | |
| 104 | Cover Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document). |
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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: July 21, 2026
| VIRTUIX HOLDINGS INC. | ||
| By: | /s/ Jan Goetgeluk | |
| Jan Goetgeluk | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
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Exhibit 4.1
VIRTUIX HOLDINGS INC.
AMENDMENT NO. 5 TO WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK
This Amendment No. 5 to the Warrant to Purchase Shares of Class A Common Stock (this “Fifth Amendment”), dated as of July 21, 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”);
WHEREAS, the Company and the Investor entered into Amendment No. 3 to the Equity Financing Warrant, dated as of June 1, 2026 (the “Third Amendment”);
WHEREAS, the Company and the Investor entered into Amendment No. 4 to the Equity Financing Warrant, dated as of June 29, 2026 (the “Fourth 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 definitions of “Exercise Price” and “Expiration Date” set forth in Items A7 and A8 thereof in their entirety and replacing them with the following:
A7. “Exercise Price” means (a) $2.50 per Equity Financing Warrant Share for any exercise occurring during the period commencing on July 21, 2026, and ending on August 27, 2026 (the “Reduced Exercise Price Period”); provided, however, that such date shall be automatically extended for four (4) additional consecutive one (1)-month periods (each such extension, an “Extension Period”), unless the Special Committee of the Board of Directors of the Company (the “Special Committee”) determines, in its sole discretion, not to extend the Expiration Date for any such Extension Period and 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.
A8. “Expiration Date” means August 27, 2026; provided, however, that such date shall be automatically extended for four (4) additional consecutive one (1)-month periods, unless the Special Committee determines, in its sole discretion, not to extend the Expiration Date for any such Extension 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 Fifth Amendment. This Fifth Amendment will become effective upon the filing of such sticker update.
4. Ratification of Warrant. Except as expressly amended by this Fifth 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 Fifth 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 Fifth Amendment.
6. Governing Law. This Fifth Amendment and all matters arising out of or relating to this Fifth 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 Fifth 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 Fifth 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 Fifth Amendment may not be amended, modified, or supplemented except by an instrument in writing signed by each of the parties hereto.
[Signature Page Follows]
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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 | |
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Exhibit 4.2
VIRTUIX HOLDINGS INC.
AMENDMENT NO. 5 TO WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK
This Amendment No. 5 to the Warrant to Purchase Shares of Class A Common Stock (this “Fifth Amendment”), dated as of July 21, 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”);
WHEREAS, the Company and the Investor entered into Amendment No. 3 to the Second Debt Financing Warrant, dated as of June 1, 2026 (the “Third Amendment”);
WHEREAS, the Company and the Investor entered into Amendment No. 4 to the Second Debt Financing Warrant, dated as of June 29, 2026 (the “Fourth 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 definitions of “Exercise Price” and “Expiration Date” set forth in Items A7 and A8 thereof in their entirety and replacing them with the following:
A7. “Exercise Price” means (a) $2.50 per Second Debt Financing Warrant Share for any exercise occurring during the period commencing on July 21, 2026, and ending on August 27, 2026 (the “Reduced Exercise Price Period”); provided, however, that such date shall be automatically extended for four (4) additional consecutive one (1)-month periods (each such extension, an “Extension Period”), unless the Special Committee of the Board of Directors of the Company (the “Special Committee”) determines, in its sole discretion, not to extend the Expiration Date for any such Extension Period and 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.
A8. “Expiration Date” means August 27, 2026; provided, however, that such date shall be automatically extended for four (4) additional consecutive one (1)-month periods, unless the Special Committee determines, in its sole discretion, not to extend the Expiration Date for any such Extension 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 Fifth Amendment. This Fifth Amendment will become effective upon the filing of such sticker update.
4. Ratification of Warrant. Except as expressly amended by this Fifth 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 Fifth 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 Fifth Amendment.
6. Governing Law. This Fifth Amendment and all matters arising out of or relating to this Fifth 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 Fifth 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 Fifth 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 Fifth Amendment may not be amended, modified, or supplemented except by an instrument in writing signed by each of the parties hereto.
[Signature Page Follows]
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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 | |
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Exhibit 4.3
VIRTUIX HOLDINGS INC.
AMENDMENT NO. 5 TO WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK
This Amendment No. 5 to the Warrant to Purchase Shares of Class A Common Stock (this “Fifth Amendment”), dated as of July 21, 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”);
WHEREAS, the Company and the Investor entered into Amendment No. 3 to the Third Debt Financing Warrant, dated as of June 1, 2026 (the “Third Amendment”);
WHEREAS, the Company and the Investor entered into Amendment No. 4 to the Third Debt Financing Warrant, dated as of June 29, 2026 (the “Fourth 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 definitions of “Exercise Price” and “Expiration Date” set forth in Items A7 and A8 thereof in their entirety and replacing them with the following:
A7. “Exercise Price” means (a) $2.50 per Third Debt Financing Warrant Share for any exercise occurring during the period commencing on July 21, 2026, and ending on August 27, 2026 (the “Reduced Exercise Price Period”); provided, however, that such date shall be automatically extended for four (4) additional consecutive one (1)-month periods (each such extension, an “Extension Period”), unless the Special Committee of the Board of Directors of the Company (the “Special Committee”) determines, in its sole discretion, not to extend the Expiration Date for any such Extension Period and 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.
A8. “Expiration Date” means August 27, 2026; provided, however, that such date shall be automatically extended for four (4) additional consecutive one (1)-month periods, unless the Special Committee determines, in its sole discretion, not to extend the Expiration Date for any such Extension 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 Fifth Amendment. This Fifth Amendment will become effective upon the filing of such sticker update.
4. Ratification of Warrant. Except as expressly amended by this Fifth 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 Fifth 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 Fifth Amendment.
6. Governing Law. This Fifth Amendment and all matters arising out of or relating to this Fifth 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 Fifth 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 Fifth 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 Fifth Amendment may not be amended, modified, or supplemented except by an instrument in writing signed by each of the parties hereto.
[Signature Page Follows]
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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 | |
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