Form 8-K Virtuix Holdings Inc. For: Jun 01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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
| 4.1 | Amendment to Warrant to Purchase Shares of Class A Common Stock (Equity Financing Warrant), dated June 1, 2026 | |
| 4.2 | Amendment to Warrant to Purchase Shares of Class A Common Stock (Second Debt Financing Warrant), dated June 1, 2026 | |
| 4.3 | Amendment to Warrant to Purchase Shares of Class A Common Stock (Third Debt Financing Warrant), dated June 1, 2026 | |
| 99.1 | Press Release, dated June 2, 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: June 2, 2026
| VIRTUIX HOLDINGS INC. | ||
| By: | /s/ Jan Goetgeluk | |
| Jan Goetgeluk | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
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ATTACHMENTS / EXHIBITS