Virtuix Holdings (Nasdaq: VTIX) appoints EisnerAmper as new auditor

Rhea-AI Filing Summary

Virtuix Holdings Inc. engaged EisnerAmper LLP as its independent registered public accounting firm for the fiscal year ending March 31, 2027, effective August 4, 2026. At the same time, M&K CPAS, PLLC ceased serving in that role.

M&K’s audit reports on the March 31, 2026 and March 31, 2025 consolidated financial statements contained no adverse or disclaimed opinions and were not qualified or modified, other than an explanatory paragraph about Virtuix Holdings Inc.’s ability to continue as a going concern. The company states there were no disagreements or reportable events with M&K as defined in Regulation S-K and that it had not previously consulted EisnerAmper on accounting matters or potential audit opinions. M&K’s concurrence letter on these disclosures is included as an exhibit.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Terms

independent registered public accounting firm, going concern, reportable events, Item 304(a)(1)(iv) of Regulation S-K

4 terms

independent registered public accounting firm financial

"EisnerAmper was engaged as the Company's independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

going concern financial

"reports included an explanatory paragraph regarding the Company's ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

reportable events regulatory

"there were no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K)"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

Item 304(a)(1)(iv) of Regulation S-K regulatory

"no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K)"

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FAQ

What auditor change did Virtuix Holdings Inc. (VTIX) disclose?

Virtuix Holdings Inc. appointed EisnerAmper LLP as its independent registered public accounting firm for the fiscal year ending March 31, 2027, and M&K CPAS, PLLC ceased serving as auditor effective with that engagement.

Did Virtuix Holdings Inc. (VTIX) report disagreements with its former auditor?

Virtuix Holdings Inc. reports no disagreements with M&K CPAS, PLLC on accounting principles, financial statement disclosure, or audit scope and procedures, and states there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

What did prior audit reports for VTIX say about going concern?

M&K’s reports on Virtuix Holdings Inc.’s financial statements for fiscal 2025 and 2026 included an explanatory paragraph regarding the company’s ability to continue as a going concern, while otherwise avoiding adverse, disclaimed, or qualified opinions.

Did Virtuix Holdings Inc. (VTIX) consult EisnerAmper before engaging it?

The company states that neither Virtuix Holdings Inc. nor its representatives consulted EisnerAmper during fiscal 2025, fiscal 2026, or the subsequent interim period on accounting principles, specific transactions, or the type of audit opinion that might be rendered.

What is Exhibit 16.1 in Virtuix Holdings Inc. (VTIX) disclosure?

Exhibit 16.1 is a letter from M&K CPAS, PLLC dated August 5, 2026. It is addressed to the SEC and states whether M&K agrees with Virtuix Holdings Inc.’s disclosures about the change in its certifying accountant.

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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): August 4, 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 4.01 Changes in Registrant’s Certifying Accountant.

(a) Change of Independent Registered Public Accounting Firm.

On August 4, 2026, the Company entered into an engagement letter with EisnerAmper LLP ("EisnerAmper"), pursuant to which EisnerAmper was engaged as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2027. The engagement of EisnerAmper was approved by the Audit Committee of the Board of Directors. In connection with such engagement, M&K CPAS, PLLC ("M&K") ceased serving as the Company's independent registered public accounting firm, effective upon execution of the engagement letter.

The reports of M&K on the Company's consolidated financial statements for the fiscal years ended March 31, 2026 and March 31, 2025 did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope, or accounting principles, except that M&K's reports included an explanatory paragraph regarding the Company's ability to continue as a going concern.

During the Company's fiscal years ended March 31, 2026 and March 31, 2025, and the subsequent interim period through the date M&K ceased serving as the Company's independent registered public accounting firm, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and M&K on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of M&K, would have caused M&K to make reference thereto in its reports on the Company's consolidated financial statements.

During the Company's fiscal years ended March 31, 2026 and March 31, 2025, and the subsequent interim period through the date M&K ceased serving as the Company's independent registered public accounting firm, there were no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company provided M&K with a copy of the foregoing disclosures and requested that M&K furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with such disclosures. A copy of M&K's letter, dated August 5, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Engagement of New Independent Registered Public Accounting Firm.

On August 4, 2026, the Audit Committee approved the engagement of EisnerAmper as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2027, and, effective upon execution of the engagement letter between the Company and EisnerAmper, EisnerAmper was engaged as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2027.

During the Company's fiscal years ended March 31, 2026 and March 31, 2025, and the subsequent interim period prior to the engagement of EisnerAmper, neither the Company nor anyone on its behalf consulted EisnerAmper regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that EisnerAmper concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
16.1		Letter from M&K CPAS, PLLC, dated August 5, 2026, regarding change in certifying accountant.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: August 6, 2026

	VIRTUIX HOLDINGS INC.
	By:	/s/ Jan Goetgeluk
		Jan Goetgeluk
		Chief Executive Officer
		(Principal Executive Officer)

2

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-16.1 LETTER FROM M&K CPAS, PLLC, DATED AUGUST 5, 2026, REGARDING CHANGE IN CERTIFYING 2.2 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB