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Form 8-K Virtuix Holdings Inc. For: Jul 21

July 21, 2026 9:30 AM
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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): July 21, 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 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
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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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ATTACHMENTS / EXHIBITS

AMENDMENT TO WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK (EQUITY FINANCING WARRANT), DATED JULY 21, 2026

AMENDMENT TO WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK (SECOND DEBT FINANCING WARRANT), DATED JULY 21, 2026

AMENDMENT TO WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK (THIRD DEBT FINANCING WARRANT), DATED JULY 21, 2026

XBRL SCHEMA FILE

XBRL LABEL FILE

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