Virtuix Holdings (NASDAQ: VTIX) cuts warrant exercise price in resale update

Rhea-AI Filing Summary

Virtuix Holdings Inc. provides an update to a previously filed prospectus covering the resale of up to 34,213,618 shares of its Class A common stock in connection with its direct listing on the Nasdaq Global Market under the symbol VTIX. The shares are being registered for resale by existing stockholders identified in the prior prospectus.

The update also describes amendments to certain warrants held by Streeterville Capital, LLC. The warrants’ exercise price, previously reduced to $3.00 per share, is further reduced to $2.50 per share during a Reduced Exercise Price Period commencing on July 21, 2026 and ending on August 27, 2026. The expiration date of the warrants and this Reduced Exercise Price Period is extended to August 27, 2026, with automatic four consecutive one-month extensions unless a Special Committee of the Board determines otherwise. The Company may terminate the Reduced Exercise Price Period at any time with two trading days’ prior written notice, after which the exercise price reverts to the Nasdaq Valuation Price specified in the original warrants.

Filing Explained

The July 21 supplement reports amended resale-registration and warrant terms, but discloses no sale of the 34,213,618 registered shares or exercise of the warrants; it therefore records amended transaction terms, not a completed share issuance.

Key Figures

Resale registration size: 34,213,618 shares Reduced warrant exercise price: $2.50 per Warrant share Prior reduced exercise price: $3.00 per Warrant share +3 more

6 metrics

Resale registration size 34,213,618 shares Class A common stock registered for resale in connection with direct listing

Reduced warrant exercise price $2.50 per Warrant share Applies during the Reduced Exercise Price Period starting July 21, 2026

Prior reduced exercise price $3.00 per Warrant share Previously amended exercise price before new reduction to $2.50

Reduced Exercise Price Period end date August 27, 2026 Initial end of discount period and extended warrant expiration date

Automatic extension periods 4 additional one-month periods Automatic extensions unless Special Committee decides not to extend

Notice period to terminate discount 2 trading days Prior written notice required for Company to end Reduced Exercise Price Period

Key Terms

direct listing, Nasdaq Global Market, warrants, Reduced Exercise Price Period, +2 more

6 terms

direct listing market

"in connection with our direct listing on the Global Market tier"

A direct listing is a way for a company to become publicly available for trading without issuing new shares or raising additional money beforehand. Instead, existing shares are simply made available for purchase on the stock market, allowing current investors and employees to sell their holdings. This process can offer a simpler and faster way for a company to go public, giving investors quicker access to buy and sell shares.

Nasdaq Global Market market

"on the Global Market tier of the Nasdaq Stock Market LLC"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

warrants financial

"amendments to certain warrants to purchase shares of our Class A"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Reduced Exercise Price Period financial

"The Warrant Amendments amend the exercise price to $2.50 per Warrant share during the period"

Nasdaq Valuation Price financial

"exercise price will revert to the Nasdaq Valuation Price as set forth in the applicable"

Special Committee regulatory

"unless the Special Committee of the Board of Directors determines not to extend"

A special committee is a group of people chosen by an organization to carefully examine a specific issue or problem, often when a decision could have significant consequences. Think of it as a task force brought together to investigate and recommend actions, ensuring that important matters are handled thoroughly and fairly. For investors, this means decisions are made with careful oversight, which can impact the organization's stability and future direction.

Offering Details

secondary

Offering

Offering Type secondary

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Available on EDGAR 07/21/2026 - 09:29 AM Accepted by SEC EDGAR 07/21/2026 - 09:28 AM Learn about SEC filing dates

FAQ

What does Virtuix Holdings (VTIX) register in this updated prospectus?

Virtuix registers the resale of up to 34,213,618 shares of its Class A common stock. These shares are held by existing stockholders and relate to the company’s direct listing on the Nasdaq Global Market.

How did Virtuix (VTIX) change the warrant exercise price for Streeterville Capital?

Virtuix reduced the warrant exercise price from $3.00 to $2.50 per share during a defined Reduced Exercise Price Period. After that period ends or is terminated, the exercise price reverts to the original Nasdaq Valuation Price.

What is the Reduced Exercise Price Period for Virtuix (VTIX) warrants?

The Reduced Exercise Price Period starts on July 21, 2026 and ends on August 27, 2026. It may automatically extend for four additional one-month periods unless the Special Committee decides not to extend it.

Can Virtuix (VTIX) end the Reduced Exercise Price Period early?

Yes. Virtuix may terminate the Reduced Exercise Price Period at any time with two trading days’ prior written notice to the investor. Once terminated, the exercise price returns to the Nasdaq Valuation Price set in the original warrants.

Are other terms of the Virtuix (VTIX) warrants changed by this supplement?

No. Apart from the temporary $2.50 exercise price and the extended expiration and discount period, all other warrant terms remain unchanged and in full force under the original agreements.

PROSPECTUS SUPPLEMENT NO. 5
Dated July 21, 2026
(To Prospectus Dated January 26, 2026) Filed Pursuant to Rule 424(b)(5)
Registration No. 333-292487

VIRTUIX HOLDINGS INC.

34,213,618 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 January 26, 2026, as supplemented by Prospectus Supplement No. 1, dated February 9, 2026, Prospectus Supplement No. 2, dated March 12, 2026, Prospectus Supplement No. 3, dated June 2, 2026, and Prospectus Supplement No. 4, dated June 30, 2026 (the “Prospectus”), related to the registration of the resale of up to 34,213,618 shares of our Class A common stock, par value $0.001 per share, by our stockholders identified in the Prospectus (the “Registered Stockholders”) in connection with our direct listing on the Global Market tier of the Nasdaq Stock Market LLC (the “Nasdaq Global Market”).

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 Nasdaq Global Market 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 9 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.

WARRANT AMENDMENTS

This Sticker Supplement is being filed to disclose amendments to certain warrants to purchase shares of our Class A common stock held by Streeterville Capital, LLC (the “Investor”).

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 date of this Sticker Supplement to Prospectus is July 21, 2026.