[424B5] Virtuix Holdings Inc. Prospectus Supplement (Debt Securities)

Rhea-AI Filing Summary

Virtuix Holdings Inc. registers the resale of up to 25,307,961 shares of its Class A common stock. The Sticker Supplement dated June 30, 2026 modifies and supplements the Prospectus dated May 14, 2026 and clarifies that the resale registration covers those shares by stockholders identified in the Prospectus.

The supplement reiterates forward-looking statements and incorporation-by-reference language, warns of risks referenced in the Prospectus, and states that the resales are by selling stockholders (proceeds treatment attributed to selling holders).

Insights

Securities Registration Analyst

Sticker Supplement updates a resale registration for 25,307,961 Class A shares.

The supplement amends the Prospectus dated May 14, 2026 and expressly registers the resale of up to 25,307,961 shares of Class A common stock by identified stockholders. It repeats standard forward-looking cautionary language and incorporation-by-reference mechanics.

Timing and proceeds recipients are stated as sales by the selling stockholders; the supplement does not provide pricing, sale schedule, or issuer proceeds details. Subsequent filings may amend these terms.

Key Figures

Registered resale amount: 25,307,961 shares Supplement date: June 30, 2026 Listing: Global Market tier, Nasdaq

3 metrics

Registered resale amount 25,307,961 shares resale of Class A common stock; Prospectus dated May 14, 2026

Supplement date June 30, 2026 Sticker Supplement to Prospectus

Listing Global Market tier, Nasdaq Class A common stock listed under symbol VTIX

Key Terms

Sticker Supplement, resale, incorporation by reference, forward-looking statements

4 terms

Sticker Supplement regulatory

"This Sticker Supplement (the “Sticker Supplement") modifies, supersedes and supplements"

resale financial

"registration of the resale of up to 25,307,961 shares"

Resale is the act of selling an item, asset, or security by someone who previously bought it rather than by the original maker or issuer. It matters to investors because resale activity affects how easily an investment can be sold, the price buyers are willing to pay, and the potential profit or loss — like selling a used car: condition, demand and market rules determine what you can get for it.

incorporation by reference regulatory

"The following documents are incorporated by reference into this Prospectus"

Incorporation by reference is a legal shortcut used in regulatory filings where one document makes another document part of itself by pointing to it instead of repeating its content—like telling readers “see chapter 3 of another book” and treating that chapter as if printed in the current file. Investors care because information included this way is legally binding for disclosure and can change the view of a company’s risks, obligations and value, so the referenced material must be reviewed to understand the full picture.

forward-looking statements regulatory

"This Sticker Supplement and the Prospectus contain forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Offering Details

resale/secondary

Offering

Offering Type resale/secondary

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Available on EDGAR 06/30/2026 - 09:20 AM Accepted by SEC EDGAR 06/30/2026 - 09:20 AM Learn about SEC filing dates

PROSPECTUS SUPPLEMENT NO. 1
Dated June 30, 2026
(To Prospectus Dated May 14, 2026) Filed Pursuant to Rule 424(b)(5)
Registration No. 333-295753

VIRTUIX HOLDINGS INC.

25,307,961 Shares of Class A Common Stock

This prospectus supplement (the “Sticker Supplement”) modifies, supersedes and supplements certain information contained in, and should be read in conjunction with, our Prospectus filed with the SEC dated May 14, 2026, (the “Prospectus”), related to the registration of the resale of up to 25,307,961 shares of our Class A common stock, par value $0.001 per share, by our stockholders identified in the Prospectus.

This Sticker Supplement is not complete without, and may not be delivered or used except in connection with, the Prospectus.

Our shares of Class A common stock are listed on the Global Market tier of the Nasdaq Stock Market LLC under the symbol “VTIX.”

The information contained in this Sticker Supplement modifies and supersedes, in part, the information in the Prospectus. Any information that is modified or superseded in the Prospectus shall not be deemed to constitute a part of the Prospectus, except as modified or superseded by this Sticker Supplement. We may amend or supplement the Prospectus from time to time by filing amendments or supplements as required. You should read the entire Prospectus, and any amendments or supplements carefully before you make an investment decision.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 10 of the Prospectus and in documents incorporated by reference into the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Sticker Supplement, or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

FORWARD-LOOKING STATEMENTS

You should carefully consider the risk factors set forth in the Prospectus, as well as the other information contained in or incorporated by reference into this Sticker Supplement and the Prospectus. This Sticker Supplement and the Prospectus and documents incorporated therein by reference contain forward-looking statements regarding events, conditions, and financial trends that may affect our plan of operation, business strategy, operating results, and financial position. You are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Actual results may differ materially from those included within the forward-looking statements as a result of various factors. Cautionary statements in the “Risk Factors” section of the Prospectus and in documents incorporated by reference into the Prospectus identify important risks and uncertainties affecting our future, which could cause actual results to differ materially from the forward-looking statements made or included in this Sticker Supplement and the Prospectus.

INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents that Virtuix has filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act and the Securities Exchange Act of 1934 (the “Exchange Act”) are incorporated by reference into this Prospectus:

● The Company’s Annual Report on Form 10-K for the Fiscal Year ended March 31, 2026, filed with the Commission on June 25, 2026.

All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Prospectus that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Prospectus and to be a part thereof from the date of filing of such documents with the Commission. Any statement contained in a document incorporated, or deemed to be incorporated, by reference in this Prospectus shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained in this Prospectus, or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this Prospectus, modifies or supersedes such prior statement. Any statement contained in this Prospectus shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is, or is deemed to be incorporated, by reference in this Prospectus modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

No document or information deemed to be furnished and not filed in accordance with the rules of the Commission shall be deemed to be incorporated herein by reference unless such document or information expressly provides to the contrary.

All other terms and conditions of the warrants remain unchanged and in full force and effect.

The date of this Sticker Supplement to Prospectus is June 30, 2026. 

FAQ

What does the Virtuix (VTIX) Sticker Supplement register?

The supplement registers the resale of up to 25,307,961 shares of Class A common stock by stockholders identified in the Prospectus. It modifies the Prospectus dated May 14, 2026 and is dated June 30, 2026.

Will Virtuix receive proceeds from these share sales (VTIX)?

Proceeds are attributable to the selling stockholders; the supplement states the registration covers resales by those holders. The document does not state any issuer proceeds or use of proceeds for the company.

Does the Sticker Supplement change the company’s risk disclosures (VTIX)?

The Sticker Supplement reiterates and preserves the Prospectus risk factors, directing readers to the Prospectus "Risk Factors" beginning on page 10 and incorporated documents for detailed risk disclosures.

Where can investors find updated company reports referenced in the supplement (VTIX)?

The supplement incorporates by reference all Exchange Act reports filed thereafter; it states reports filed under Sections 13(a), 13(c), 14 and 15(d) will be part of the Prospectus from their filing dates.

What forward-looking caution does Virtuix include in the supplement (VTIX)?

The supplement includes standard forward-looking statements caution, noting actual results may differ materially due to risks and uncertainties identified in the Prospectus and incorporated documents.