Form 8-K
8-K — Virtuix Holdings Inc.
Accession: 0001213900-26-073449
Filed: 2026-06-30
Period: 2026-06-29
CIK: 0001606242
SIC: 3577 (COMPUTER PERIPHERAL EQUIPMENT, NEC)
Item: Entry into a Material Definitive Agreement
Item: Financial Statements and Exhibits
Documents
8-K — ea0296383-8k_virtuix.htm (Primary)
EX-4.1 — AMENDMENT TO WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK (EQUITY FINANCING WARRANT), DATED JUNE 29, 2026 (ea029638301ex4-1.htm)
EX-4.2 — AMENDMENT TO WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK (SECOND DEBT FINANCING WARRANT), DATED JUNE 29, 2026 (ea029638301ex4-2.htm)
EX-4.3 — AMENDMENT TO WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK (THIRD DEBT FINANCING WARRANT), DATED JUNE 29, 2026 (ea029638301ex4-3.htm)
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8-K — CURRENT REPORT
8-K (Primary)
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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 29, 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 29, 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 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 $4.00
per Warrant share. The Warrant Amendments amend the exercise price to $3.00 per Warrant share. The Reduced Exercise Price Period was unchanged,
and the expiration date of the warrants remains 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 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 29, 2026
4.2
Amendment to Warrant to Purchase Shares of Class A Common Stock (Second Debt Financing Warrant), dated June 29, 2026
4.3
Amendment to Warrant to Purchase Shares of Class A Common Stock (Third Debt Financing Warrant), dated June 29, 2026
104
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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: June 30, 2026
VIRTUIX HOLDINGS INC.
By:
/s/ Jan Goetgeluk
Jan Goetgeluk
Chief Executive Officer
(Principal Executive Officer)
2
EX-4.1 — AMENDMENT TO WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK (EQUITY FINANCING WARRANT), DATED JUNE 29, 2026
EX-4.1
Filename: ea029638301ex4-1.htm · Sequence: 2
Exhibit 4.1
VIRTUIX HOLDINGS INC.
AMENDMENT NO. 4 TO WARRANT TO PURCHASE SHARES
OF CLASS A COMMON STOCK
This Amendment No. 4 to the Warrant to Purchase Shares of Class A Common
Stock (this “Fourth Amendment”), dated as of June 29, 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”); 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) $3.00 per
Equity Financing Warrant Share for any exercise occurring during the period commencing on June 29, 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 Fourth Amendment. This Fourth Amendment will become effective upon the filing of such sticker update.
4. Ratification of Warrant. Except as expressly amended by this
Fourth 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 Fourth 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 Fourth Amendment.
6. Governing Law. This Fourth Amendment and all matters arising
out of or relating to this Fourth 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 Fourth 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 Fourth 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 Fourth 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
EX-4.2 — AMENDMENT TO WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK (SECOND DEBT FINANCING WARRANT), DATED JUNE 29, 2026
EX-4.2
Filename: ea029638301ex4-2.htm · Sequence: 3
Exhibit 4.2
VIRTUIX HOLDINGS INC.
AMENDMENT NO. 4 TO WARRANT TO PURCHASE SHARES
OF CLASS A COMMON STOCK
This Amendment No. 4 to the Warrant to Purchase Shares of Class A Common
Stock (this “Fourth Amendment”), dated as of June 29, 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”); 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) $3.00 per
Second Debt Financing Warrant Share for any exercise occurring during the period commencing on June 29, 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 Fourth Amendment. This Fourth Amendment will become effective upon the filing of such sticker update.
4. Ratification of Warrant. Except as expressly amended by this
Fourth 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 Fourth 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 Fourth Amendment.
6. Governing Law. This Fourth Amendment and all matters arising
out of or relating to this Fourth 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 Fourth 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 Fourth 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 Fourth 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
EX-4.3 — AMENDMENT TO WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK (THIRD DEBT FINANCING WARRANT), DATED JUNE 29, 2026
EX-4.3
Filename: ea029638301ex4-3.htm · Sequence: 4
Exhibit 4.3
VIRTUIX HOLDINGS INC.
AMENDMENT NO. 4 TO WARRANT TO PURCHASE SHARES
OF CLASS A COMMON STOCK
This Amendment No. 4 to the Warrant to Purchase Shares of Class A Common
Stock (this “Fourth Amendment”), dated as of June 29, 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”); 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) $3.00 per
Third Debt Financing Warrant Share for any exercise occurring during the period commencing on June 29, 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 Fourth Amendment. This Fourth Amendment will become effective upon the filing of such sticker update.
4. Ratification of Warrant. Except as expressly amended by this
Fourth 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 Fourth 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 Fourth Amendment.
6. Governing Law. This Fourth Amendment and all matters arising
out of or relating to this Fourth 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 Fourth 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 Fourth 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 Fourth 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
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
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- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
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- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
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- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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