[8-K] Virtuix Holdings Inc. Reports Material Event
Rhea-AI Filing Summary
Virtuix Holdings Inc. entered a new financing arrangement by exchanging three secured convertible notes held by Streeterville Capital for an unsecured Pre-Paid Purchase with an original principal of $3,471,923 bearing 6% interest, compounded daily. Streeterville can apply this balance to purchase Class A common shares at a fixed price, subject to adjustment after defined trigger events and a 9.99% beneficial ownership cap. The instrument carries prepayment premiums ranging from 120% to 105% and default interest of 15%, with customary covenants and default remedies.
Separately, Virtuix highlighted two business developments: a Rutgers University collaboration using its Omni One platform for AI-assisted neurodivergent therapy research, and a U.S. Air Force AFWERX SBIR Phase I selection to advance its Virtual Terrain Walk mission-planning system, reinforcing opportunities in healthcare and defense markets.
Positive
- None.
Negative
- None.
Insights
Virtuix refinances Streeterville debt into equity-linked paper while expanding defense and healthcare pilots.
The exchange consolidates three secured convertible notes into a single Pre-Paid Purchase of $3.47M at 6% interest. It is now unsecured but includes prepayment premiums and a default step-up to 15%, so the effective cost of capital could be high if issues arise.
Streeterville’s ability to offset the balance by buying stock at a fixed or market-adjusted price creates potential future share issuance, moderated by the 9.99% ownership cap. Meanwhile, the Rutgers therapy collaboration and AFWERX SBIR Phase I award indicate active traction in healthcare and defense XR use cases, but financial contributions are not quantified in this excerpt.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction
of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(
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 | ||
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 May 22, 2026, Virtuix Holdings Inc. (the “Company”) and Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), consummated the exchange of certain outstanding secured convertible promissory notes held by Streeterville (as described below, collectively, the “Prior Notes”) for a new Pre-Paid Purchase issued by the Company in the original principal amount of $3,471,923.00 (the “Pre-Paid Purchase”). The Prior Notes exchanged consisted of: (a) that certain Secured Convertible Promissory Note dated August 25, 2025 in the original principal amount of $2,200,000.00; (b) that certain Secured Convertible Promissory Note dated October 30, 2025 in the original principal amount of $560,000.00; and (c) that certain Secured Convertible Promissory Note dated December 19, 2025 in the original principal amount of $560,000.00. The Prior Notes were issued pursuant to that certain Securities Purchase Agreement dated August 25, 2025 (the “Purchase Agreement”), by and between the Company and Streeterville. Other than the exchange of the Prior Notes, Streeterville provided no additional consideration in connection with the exchange. The Pre-Paid Purchase was issued in exchange for the Prior Notes pursuant to the exchange provisions of the Prior Notes and in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).
The Pre-Paid Purchase bears interest at a rate of 6% per annum, compounded daily, from May 22, 2026 until paid in full. The Company may prepay all or any portion of the outstanding balance with thirty (30) trading days’ prior written notice, subject to a prepayment premium of 120% if prepaid within six months of the exchange date, 115% if prepaid between six and twelve months, and 105% if prepaid after twelve months. Beginning on the exchange date, Streeterville has the right, at its sole discretion, to purchase shares of the Company’s Class A common stock (“Common Stock”) by delivering purchase notices to the Company. The purchase price per share is the Fixed Price (as defined in the Pre-Paid Purchase), subject to adjustment to the lower of the Fixed Price and the Market Price (as defined in the Pre-Paid Purchase) following the occurrence of a Trigger Event (as defined in the Pre-Paid Purchase). The aggregate purchase amount in each purchase notice offsets the outstanding balance of the Pre-Paid Purchase. Streeterville may not beneficially own more than 9.99% of the outstanding Common Stock at any time.
The Pre-Paid Purchase is unsecured. The Transaction Documents (as defined in the Purchase Agreement) include customary affirmative and negative covenants, including, among others, covenants relating to timely SEC reporting, maintenance of listing, restrictions on certain debt and equity issuances, and restrictions on fundamental transactions without Streeterville’s prior written consent. The Pre-Paid Purchase includes customary trigger events, events of default and remedies, including the right to accelerate the outstanding balance and to increase the outstanding balance by 7.5% and accrue default interest at a rate of 15% per annum upon the occurrence of an event of default. The Purchase Agreement contains Utah governing-law and dispute-resolution provisions, including arbitration arrangements, and customary representations, warranties, conditions to closing and other terms.
For purposes of Rule 144, the Pre-Paid Purchase is deemed to have been issued on December 19, 2025, and the Company acknowledges that the holding period for the Pre-Paid Purchase includes the holding periods of the Prior Notes from their respective original issuance dates.
The foregoing description of the Pre-Paid Purchase does not purport to be complete and is qualified in its entirety by reference to the full text of the Pre-Paid Purchase, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
On May 20, 2026, the Company issued a press release (the “First Press Release”) announcing an update on the Company’s business developments. A copy of the First Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On May 27, the Company issued a press release (the “Second Press Release”) announcing an additional update on the Company’s business developments. A copy of the Second Press Release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Pre-Paid Purchase #2, dated May 22, 2026, issued by Virtuix Holdings Inc. to Streeterville Capital, LLC. | |
| 99.1 | First Press Release | |
| 99.2 | Second Press Release | |
| 104 | Cover Page Interactive File (the cover page XBRL tags are embedded in 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: May 29, 2026
| VIRTUIX HOLDINGS INC. | ||
| By: | /s/ Jan Goetgeluk | |
| Jan Goetgeluk | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
2
Exhibit 99.1
Virtuix Expands Into AI-Assisted Neurodivergent Therapy Through Rutgers University Collaboration
Rutgers University Deploys Omni One Platform to Explore Movement-Centered XR and AI-Enhanced Behavioral Therapy Applications
Collaboration Broadens Virtuix’s Applications Beyond Traditional Consumer and Defense End Markets
AUSTIN, TEXAS – May 20, 2026 – Virtuix Holdings Inc. (NASDAQ: VTIX), a leading developer of immersive full-body virtual reality systems, today announced that Rutgers University has deployed the Omni One omni-directional treadmill platform at WINLAB for research and development focused on AI-assisted neurodivergent therapy and immersive behavioral analytics applications, including autism therapy for children.
The initiative will explore how immersive virtual environments, combined with full-body movement on Omni One and adaptive AI interaction, may enhance engagement and learning outcomes in therapeutic settings beyond traditional approaches that rely primarily on visual and audio interaction.
The collaboration combines Virtuix’s locomotion platform with AI-enhanced immersive environments designed to support movement-centered interactions and spatial navigation. Researchers plan to evaluate patients’ attention, movement patterns, response timing, engagement consistency, and spatial interaction over time.
“We believe movement-centered, AI-enabled virtual reality represents a significant emerging opportunity across therapy, rehabilitation, and other healthcare applications,” said Jan Goetgeluk, Chief Executive Officer of Virtuix. “By introducing full-body movement and AI interaction through Omni One, we are enabling entirely new categories of user engagement beyond traditional VR experiences. We are excited to work with Rutgers University to explore these possibilities.”
“This collaboration allows us to explore how VR immersion combined with full-body locomotion and AI may create new approaches for neurodevelopmental therapy,” said Dr. Yingying Chen, Department Chair and Distinguished Professor of Electrical and Computer Engineering at Rutgers University. “We believe movement-centered immersive systems can open important new directions for engagement within therapeutic environments.”
The Rutgers collaboration represents an important validation of Virtuix’s immersive XR platform within advanced university-led healthcare and therapeutic research environments. The initiative follows a recent Omni One deployment to Florida Gulf Coast University for evaluation in rehabilitation and clinical simulation applications. While Virtuix’s primary focus remains on consumer entertainment and defense applications, the company believes full-body movement within AI-enabled environments may play an increasingly important role across next-generation healthcare and therapeutic applications.
According to Fortune Business Insights, the global autism spectrum disorder (ASD) treatment market is projected to expand from approximately $9.2 billion in 2026 to more than $18 billion by 2034, growing at a compound annual growth rate of 9%. The projected growth underscores the increasing demand for new therapeutic solutions, including technology enabled engagement platforms and AI-assisted behavioral analytics.
About Virtuix
Virtuix Inc. (NASDAQ: VTIX) is a leading manufacturer of full-body virtual reality systems for consumer, enterprise, healthcare, and defense markets. The company’s premier portfolio of “Omni” omni-directional treadmills enables users to walk and run in 360 degrees inside video games and other immersive virtual reality applications. With a commitment to innovation, Virtuix continues to push the boundaries of XR, spatial computing, and AI-driven immersive experiences. For more information, visit virtuix.com.
Please visit the Company’s new Investor Relations website at invest.virtuix.com.
2
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate,” “could,” “would,” “potential” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements in this press release include, without limitation, statements regarding the Company’s plans to pursue strategic acquisitions, the potential benefits of any such acquisition, the expected synergies, the potential impact on revenues or shareholder value, and the Company’s position in the defense training market. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the Company’s ability to identify, negotiate, and complete acquisitions on favorable terms or at all; the ability to successfully integrate any acquired business; risks related to government contracting, including contract cancellations, modifications, or funding changes; the uncertainties related to market conditions; and other factors discussed in the “Risk Factors” section of the Company’s registration statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
Visit Us on Social Media:
YouTube
TikTok
X
Company Contact
Lauren Premo
Virtuix Inc.
press@virtuix.com
Investor Relations Contact
Chris Tyson
MZ Group
Direct: 949-491-8235
VTIX@mzgroup.us
3
Exhibit 99.2
Virtuix
Virtuix Selected by U.S. Air Force for AI Military Platform
Air Force SBIR Program Selects Virtuix for Development
of Virtual Terrain Walk System
for Immersive Mission Planning and Tactical Decision-Making
AUSTIN, TEXAS – May 27, 2026 – Virtuix Holdings Inc. (NASDAQ: VTIX), a leading developer of full-body virtual reality systems, today announced that the company has been selected by the U.S. Air Force for Phase I funding under the AFWERX SBIR program to advance development of its Virtual Terrain Walk (“VTW”) platform for military mission planning and leader rehearsals.
The proposed platform leverages Virtuix’s omni-directional treadmill technology, immersive XR environments, spatial computing, and AI-driven terrain reconstruction to allow warfighters to physically “walk the terrain they will be fighting on” inside geo-specific virtual environments. The system is designed to support collaborative mission planning, terrain familiarization, and tactical decision-making for distributed teams of 12+ warfighters.
Unlike traditional mission planning tools that rely on static maps and screens, VTW enables soldiers to physically walk, run, and maneuver together in 360 degrees inside immersive virtual environments. The system uses AI-driven 3D reconstruction to convert camera footage of real-world locations into photorealistic virtual replicas within hours. Thanks to Omni One omni-directional treadmills, warfighters can then physically move around inside those environments without boundaries. Watch a demo video of VTW here.
“VTW is a revolutionary capability that the military does not have today,” said Joe Nolan, Retired Army Colonel and Director of Federal Business Development at Virtuix. “Virtuix is combining cutting-edge AI terrain reconstruction with immersive full-body movement to create a powerful new category of military training and mission planning technology. Warfighters can now get familiar with the battlefield before putting boots on the ground.”
Virtuix’s proprietary locomotion technology is protected by an expanding intellectual property portfolio that includes 26 U.S. patents, with additional patents pending. The company believes immersive, movement-based mission planning and rehearsal represents a rapidly emerging category within the broader defense simulation market, particularly as military organizations globally are increasingly investing in AI-enabled simulation, spatial computing, and immersive training technologies designed to improve readiness while reducing training costs and operational risk.
“This award validates the growing demand for our AI-enabled immersive training technology across the defense sector,” said Jan Goetgeluk, CEO of Virtuix. “We believe spatial computing, AI-driven terrain reconstruction, and full-body immersion represent the next generation of military simulation. This Phase I award provides a pathway to Phase II funding that typically exceeds $1 million and larger Phase III opportunities including sole-source government contracts without pre-defined limits.”
The SBIR selection builds on growing momentum for Virtuix in the defense market. The company recently announced deployments and partnerships across the U.S. Army, Air Force, Navy, and Marine Corps, including sales to the U.S. Air Force Academy and West Point, and leading the development a VR infantry training system for the U.S. Marine Corps Training and Education Command (TECOM). Virtuix also recently announced plans to pursue strategic acquisitions in the defense training sector to further accelerate its expansion across all branches of the U.S. military and abroad.
About Virtuix
Virtuix Inc. (NASDAQ: VTIX) is a leading manufacturer of full-body virtual reality systems for consumer, enterprise, healthcare, and defense markets. The company’s premier portfolio of “Omni” omni-directional treadmills enables users to walk and run in 360 degrees inside video games and other immersive virtual reality applications. With a commitment to innovation, Virtuix continues to push the boundaries of XR, spatial computing, and AI-driven immersive experiences. For more information, visit virtuix.com.
Please visit the Company’s new Investor Relations website at invest.virtuix.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate,” “could,” “would,” “potential” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements in this press release include, without limitation, statements regarding the Company’s plans to pursue strategic acquisitions, the potential benefits of any such acquisition, the expected synergies, the potential impact on revenues or shareholder value, and the Company’s position in the defense training market. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the Company’s ability to identify, negotiate, and complete acquisitions on favorable terms or at all; the ability to successfully integrate any acquired business; risks related to government contracting, including contract cancellations, modifications, or funding changes; the uncertainties related to market conditions; and other factors discussed in the “Risk Factors” section of the Company’s registration statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward- looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
Visit Us on Social Media:
LinkedIn
Instagram
Facebook
YouTube
TikTok
X
Company Contact
Lauren Premo
Virtuix Inc.
press@virtuix.com
Investor Relations Contact
Chris Tyson
MZ Group
Direct: 949-491-8235
VTIX@mzgroup.us