Form 8-K

8-K — Virtuix Holdings Inc.

Accession: 0001213900-26-053371

Filed: 2026-05-07

Period: 2026-05-05

CIK: 0001606242

SIC: 3577 (COMPUTER PERIPHERAL EQUIPMENT, NEC)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0289694-8k_virtuix.htm (Primary)

EX-99.1 — PRESS RELEASE DATED MAY 5, 2026 (ea028969401ex99-1.htm)

EX-99.2 — PRESS RELEASE DATED MAY 7, 2026 (ea028969401ex99-2.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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0001606242

2026-05-05

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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):

May 5, 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 8.01. Other Events.

On May 5, 2026, Virtuix Holdings Inc. (the “Company”)

issued a press release (the “Press Release”) announcing an update on the Company’s business developments. A copy of

the Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On May 7, 2026, the Company issued a press release

(the “Second Press Release”) announcing an 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

99.1

Press Release dated May 5, 2026.

99.2

Press Release dated May 7, 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: May 7, 2026

VIRTUIX HOLDINGS INC.

By:

/s/ Jan Goetgeluk

Jan Goetgeluk

Chief Executive Officer

(Principal Executive Officer)

EX-99.1 — PRESS RELEASE DATED MAY 5, 2026

EX-99.1

Filename: ea028969401ex99-1.htm · Sequence: 2

Exhibit 99.1

Virtuix to Lead Infantry Training Project

for U.S. Marine Corps

Multi-User VR Training System Will Incorporate

Four Omni One Treadmills and

Representative Weapons for Infantry Fire Team Drills

Program Highlights Growing Demand for Full-Body VR Training

Across the U.S. Military

AUSTIN, TEXAS – May 5, 2026 –

Virtuix Inc. (NASDAQ: VTIX), a leading developer of full-body virtual reality (VR) systems, today announced that the U.S. Marine Corps

Training and Education Command (“TECOM”) is collaborating with Virtuix, through its strategic partner KBR, as the lead integrator

for the operational assessment of a multi-user virtual infantry training system. The project will incorporate four Omni One omni-directional

treadmills, enabling a fire team of four Marines to walk, run, crouch, and maneuver together without boundaries in a shared virtual environment.

By adding natural movement, the system aims to

replicate the physical and cognitive demands of real-world combat situations. In the training scenario, a four-person infantry fire team,

equipped with representative weapons, will move tactically to engage an enemy position. The system will also include a trainer workstation,

allowing instructors to design and execute custom scenarios and conduct detailed after-action reviews.

“Realistic simulation of movement on foot is fundamental

to effective training,” said Colonel Walt Yates (U.S. Marine Corps, Retired). “The ability for Marines to physically maneuver

together in a virtual environment—walking, communicating, and reacting as a team—represents a major step forward in training

capability. We want to provide Marines or Soldiers on a mission with a sense of déjà vu about where they are and where

they are going.”

Virtuix’s 360-degree treadmill technology

enables users to physically move in every direction without boundaries, instead of relying on joysticks or teleportation mechanics. This

approach builds muscle memory and improves situational awareness—key elements for effective infantry training where coordinated

movement and spatial orientation are critical.

The training system is expected to be delivered

to TECOM in the fourth calendar quarter of this year. If successful, the project could be expanded and deployed to Marine Corps training

centers nationwide, supporting broader adoption of VR-based infantry training.

This program builds on Virtuix’s growing

traction within the U.S. defense sector. The Company has sold systems to the U.S. Army, Air Force, and Marine Corps, and recently entered

into a development agreement with the U.S. Navy. These engagements highlight the increasing demand for immersive, full-body training

solutions across multiple branches of the U.S. military.

Investor Webinar

Virtuix Chief Executive Officer Jan Goetgeluk

will host an investor webinar on Friday, May 8, 2026, at 11:00am ET to discuss the company’s recent commercial successes and developments.

To attend or watch a replay, please sign up here.

About Virtuix

Virtuix Inc. (NASDAQ: VTIX) is a leading manufacturer

of full-body virtual reality systems for consumer, enterprise, and defense markets. The company’s premier portfolio of “Omni”

omni-directional treadmills enables players to walk and run in 360 degrees inside video games and other virtual reality applications.

With a commitment to innovation, Virtuix continues to push the boundaries of XR and AI, delivering immersive experiences to users worldwide.

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:

Instagram

Facebook

YouTube

TikTok

Company Contact

Lauren Premo

Virtuix Inc.

press@virtuix.com

Investor Relations Contact

Chris Tyson

MZ Group

Direct: 949-491-8235

VTIX@mzgroup.us

EX-99.2 — PRESS RELEASE DATED MAY 7, 2026

EX-99.2

Filename: ea028969401ex99-2.htm · Sequence: 3

Exhibit 99.2

Virtuix Forms Special Committee to Pursue

Strategic Acquisitions in

Defense Training Market

Board-Led Initiative Aims to Accelerate

Revenue Growth and Expand Government

Contract Access Following Growing Momentum in Defense Sector

Committee Is Evaluating Targets

Offering Contract Vehicles, Past Performance, and

Synergistic Capabilities

AUSTIN, TEXAS – May 7, 2026 – Virtuix

Holdings Inc. (NASDAQ: VTIX), a leading developer of full-body virtual reality (VR) systems, today announced that its Board of Directors

has formed a special committee to evaluate potential acquisitions in the defense training and simulation industry. The committee is actively

reviewing multiple acquisition opportunities, including targets in advanced-stage discussions, with a focus on companies that provide

immediate access to government contract vehicles and recurring defense revenues in the $10M-$50M range.

The initiative reflects Virtuix’s growing

momentum in the defense sector and its commitment to scaling its Virtual Terrain Walk (“VTW”) and Omni technology platforms

across the U.S. military and allied forces. The Company is prioritizing acquisitions that it believes can accelerate its revenue scale

in 2026 and enhance its position in AI-driven immersive training solutions.

The Board believes that a strategic

acquisition in the defense training space could provide several key benefits in addition to boosting revenues, including positioning

Virtuix to expand into larger multi-year contracts, acquiring valuable “past performance” credentials that are critical

for winning large government contracts, and gaining access to established sales channels and contract vehicles across all branches

of the U.S. military. Additionally, Virtuix believes there may be meaningful synergies between its 360-degree movement technology

and the capabilities of potential acquisition targets, including opportunities for cross-selling, enhanced training solutions, and

more competitive contract bids. Virtuix is integrating AI-driven adaptive simulation and real-time performance analytics into its VR

training environments, an area of increasing demand across U.S. defense programs.

“We are seeing increasing demand for immersive

and AI-enhanced training solutions across the defense sector, and we believe strategic acquisitions can significantly accelerate our revenue

scale and government contracting capabilities.,” said Jan Goetgeluk, Chief Executive Officer of Virtuix. “Given our current

revenue multiple, we believe a transaction would be highly accretive to our shareholders.”

The formation of the special committee

builds on Virtuix’s expanding footprint in the defense market. The Company has already sold systems to the U.S. Army and Air

Force, entered into a development agreement with the U.S. Navy, and recently announced it was selected as the lead integrator on the

development of a VR training system for the U.S. Marine Corps. These engagements underscore the growing demand for immersive,

movement-based training solutions. The global military simulation and immersive training market continues to expand rapidly as

defense agencies increase investment in AI-enabled readiness technologies.

Management will provide additional details on

its acquisition strategy during an investor webinar this Friday, May 8, 2026, at 11:00am ET. There can be no assurance that Virtuix will

identify or consummate any acquisition on favorable terms, or at all.

Investor Webinar

Virtuix Chief Executive Officer Jan Goetgeluk

will host an investor webinar on Friday, May 8, 2026, at 11:00am ET to discuss the company’s growth strategy, business model, and

recent commercial successes and developments. To attend or watch a replay, please sign up here.

About Virtuix

Virtuix Holdings Inc. (NASDAQ: VTIX) is a leading

manufacturer of full-body virtual reality systems for consumer, enterprise, and defense markets. The company’s premier portfolio

of “Omni” omni-directional treadmills enables players to walk and run in 360 degrees inside video games and other virtual

reality applications. With a commitment to innovation, Virtuix continues to push the boundaries of XR and AI, delivering immersive experiences

to users worldwide. 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,”