Virtuix Holdings (Nasdaq: VTIX) lowers warrant exercise price and extends terms

Q: How did Virtuix Holdings (VTIX) change the warrant exercise price?

Virtuix set a temporary exercise price of $2.50 per Warrant share for certain Streeterville Capital warrants. Those warrants had already been amended to carry a reduced exercise price of $3.00 per share before this latest change to the lower $2.50 level.

Q: What is the Reduced Exercise Price Period for VTIX’s amended warrants?

The Reduced Exercise Price Period runs from July 21, 2026 through August 27, 2026 for the affected warrants. During this time, investors may exercise at $2.50 per share, subject to any earlier termination by Virtuix on two trading days’ written notice.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Virtuix Holdings Inc. entered into a material agreement on July 21, 2026 to amend several existing warrants to purchase Class A Common Stock held by Streeterville Capital, LLC. These warrants had previously been reset to a reduced exercise price of $3.00 per share.

The amendments set a temporary exercise price of $2.50 per Warrant share during a Reduced Exercise Price Period from July 21, 2026 through August 27, 2026. The warrants’ expiration dates and this period are extended to August 27, 2026 and will automatically renew for up to four additional one-month periods unless a Special Committee of the board decides otherwise. Virtuix may end the reduced-price period at any time with two trading days’ written notice to the investor, after which the exercise price reverts to the Nasdaq Valuation Price defined in the original warrants.

Filing Explained

The amendment creates conditional share capacity, but no exercise, issuance, proceeds, or dilution amount is reported.

The filing records a warrant-term amendment, not an exercise: the warrants remain a right to purchase Class A shares, so the structural effect is additional share capacity rather than reported new shares.

If exercised, that capacity would dilute existing common holders, but the filing reports no exercise, issuance, warrant-share count, proceeds, or dilution amount. A subsequent disclosure of exercise or the number of shares covered would be needed to quantify the ownership and cash consequences; the amendment itself leaves those amounts unquantified.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Temporary exercise price: $2.50 per Warrant share Prior reduced exercise price: $3.00 per Warrant share Initial Reduced Exercise Price Period end date: August 27, 2026 +2 more

5 metrics

Temporary exercise price $2.50 per Warrant share Exercise price during the Reduced Exercise Price Period from July 21, 2026 to August 27, 2026

Prior reduced exercise price $3.00 per Warrant share Earlier reduced exercise price previously established for each amended warrant

Initial Reduced Exercise Price Period end date August 27, 2026 End of the initial period in which the $2.50 exercise price applies

Additional automatic extension periods four (4) one (1)-month periods Maximum automatic consecutive extensions unless the Special Committee decides not to extend

Notice period to terminate reduced price two (2) trading days Written notice Virtuix must give to end the Reduced Exercise Price Period early

Key Terms

Material Definitive Agreement, warrants to purchase shares of Class A Common Stock, exercise price, Reduced Exercise Price Period, +2 more

6 terms

Material Definitive Agreement regulatory

"Item 1.01. Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

warrants to purchase shares of Class A Common Stock financial

"entered into amendments to each of the following warrants to purchase shares"

exercise price financial

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

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

Reduced Exercise Price Period financial

"ending on August 27, 2026, and ending on August 27, 2026 (the Reduced Exercise Price Period)"

Nasdaq Valuation Price financial

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

Special Committee of the Board of Directors regulatory

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

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/21/2026 - 09:30 AM Accepted by SEC EDGAR 07/21/2026 - 09:29 AM

FAQ

What agreement did Virtuix Holdings (VTIX) enter into on July 21, 2026?

Virtuix Holdings entered into amendments to several existing Class A Common Stock warrants held by Streeterville Capital. The changes primarily adjust the exercise price terms and extend the warrants’ expiration and discounted pricing period under a new Reduced Exercise Price Period framework.

How did Virtuix Holdings (VTIX) change the warrant exercise price?

Virtuix set a temporary exercise price of $2.50 per Warrant share for certain Streeterville Capital warrants. Those warrants had already been amended to carry a reduced exercise price of $3.00 per share before this latest change to the lower $2.50 level.

What is the Reduced Exercise Price Period for VTIX’s amended warrants?

The Reduced Exercise Price Period runs from July 21, 2026 through August 27, 2026 for the affected warrants. During this time, investors may exercise at $2.50 per share, subject to any earlier termination by Virtuix on two trading days’ written notice.

For how long can Virtuix’s Reduced Exercise Price Period be extended?

After August 27, 2026, the Reduced Exercise Price Period and warrant expiration can automatically extend for four additional one-month periods. These consecutive extensions occur unless the Special Committee of Virtuix’s board of directors decides not to allow further extensions.

Can Virtuix Holdings (VTIX) end the reduced warrant price early?

Yes. Virtuix may terminate the Reduced Exercise Price Period at any time by giving two trading days’ prior written notice to Streeterville Capital. Once terminated, the warrant exercise price reverts to the Nasdaq Valuation Price specified in the original warrant terms.

What happens to the warrant price after the Reduced Exercise Price Period for VTIX?

When the Reduced Exercise Price Period ends or is terminated, the exercise price no longer stays at $2.50. Instead, it reverts to the Nasdaq Valuation Price described in the original warrant agreements between Virtuix Holdings and Streeterville Capital.

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
104		Cover Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document).

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)

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents