Form 8-K

8-K — Virtuix Holdings Inc.

Accession: 0001213900-26-062908

Filed: 2026-05-29

Period: 2026-05-22

CIK: 0001606242

SIC: 3577 (COMPUTER PERIPHERAL EQUIPMENT, NEC)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0291960-8k_virtuix.htm (Primary)

EX-10.1 — PRE-PAID PURCHASE #2, DATED MAY 22, 2026, ISSUED BY VIRTUIX HOLDINGS INC. TO STREETERVILLE CAPITAL, LLC (ea029196001ex10-1.htm)

EX-99.1 — FIRST PRESS RELEASE (ea029196001ex99-1.htm)

EX-99.2 — SECOND PRESS RELEASE (ea029196001ex99-2.htm)

GRAPHIC (ea029196001_ex99-1img1.jpg)

GRAPHIC (ea029196001_ex99-2img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0291960-8k_virtuix.htm · Sequence: 1

false

0001606242

2026-05-22

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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 22, 2026

VIRTUIX

HOLDINGS INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-43067

46-4371395

(State or other jurisdiction

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 ☒

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.

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)

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)

EX-10.1 — PRE-PAID PURCHASE #2, DATED MAY 22, 2026, ISSUED BY VIRTUIX HOLDINGS INC. TO STREETERVILLE CAPITAL, LLC

EX-10.1

Filename: ea029196001ex10-1.htm · Sequence: 2

Exhibit 10.1

THIS

PRE-paid purchase (AS DEFINED BELOW) IS ISSUED IN EXCHANGE FOR (WITHOUT ANY ADDITIONAL CONSIDERATION) THE FOLLOWING SECURITIES: (A) that

certain SECURED CONVERTIBLE PROMISSORY NOTE DATED AUGUST 25, 2025 IN THE ORIGINAL PRINCIPAL AMOUNT OF $2,220,000.00; (B) THAT CERTAIN

SECURED CONVERTIBLE PROMISOSRY 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 (COLLECTIVELY, THE “NOTES”).

FOR PURPOSES OF RULE 144 OF THE SECURITIES ACT OF 1933, AS AMENDED (the “1933 Act”), THIS PRE-PAID PURCHASE SHALL BE DEEMED

TO HAVE BEEN ISSUED ON DECEMBER 19, 2025.

PRE-PAID

PURCHASE #2

May 22, 2026

U.S.

$3,471,923.00

FOR

VALUE RECEIVED, Virtuix Holdings Inc., a Delaware corporation (“Company”),

promises to pay to Streeterville Capital, LLC, a Utah limited liability company, or its

permitted successors or assigns (“Investor”), $3,471,923.00 and any accrued but unpaid interest, fees, charges, and

late fees accrued pursuant to the terms hereunder in accordance with the terms set forth herein and to pay interest on the Outstanding

Balance of this Pre-Paid Purchase #2 (this “Pre-Paid Purchase”) at a fixed rate of six percent (6%) per annum from

May 22, 2026 (the “Exchange Date”) until the same is paid in full. All interest calculations hereunder shall be computed

on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in

accordance with the terms of this Pre-Paid Purchase, which is issued and made effective as of the Exchange Date. This Pre-Paid Purchase

is issued pursuant to that certain Securities Purchase Agreement dated August 25, 2025, as the same may be amended from time to time,

by and between Company and Investor (the “Purchase Agreement”). Certain capitalized terms used herein are defined

in Attachment 1 attached hereto and incorporated herein by this reference.

This

Pre-Paid Purchase is issued in exchange for the Notes pursuant to the automatic exchange provisions of Section 2 of the Notes and is

made in accordance with the provisions of Section 3(a)(9) of the 1933 Act.

1. Payment;

Prepayment; Registration Effectiveness.

1.1. Payment.

All payments (including any prepayments) owing or to be made hereunder shall be in lawful money of the United States of America or Purchase

Shares, as provided for herein, and delivered to Investor at such brokerage or bank account as Investor may designate in writing to Company

from time to time pursuant to the notice provisions hereof. All payments shall be applied first to (a) costs of collection, if any, then

to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal.

1.2. Prepayment.

Notwithstanding the foregoing, with thirty (30) Trading Days’ prior written notice, Company may prepay all or any portion of the

Outstanding Balance (less such portion of the Outstanding Balance for which Company has received a Purchase Notice (as defined below)

from Investor where the applicable Purchase Shares (as defined below) have not yet been delivered). For the avoidance of doubt, during

the thirty (30) Trading Day prepayment notice period, Investor shall retain the right to submit Purchase Notices, if applicable. If Company

exercises its right to prepay this Pre-Paid Purchase, Company shall make payment to Investor of an amount in cash equal to: (a) 120%

multiplied by the portion of the Outstanding Balance Company elects to prepay if such prepayment occurs on or before the date that is

six (6) months from the Exchange Date, (b) 115% multiplied by the portion of the Outstanding Balance Company elects to prepay if such

prepayment occurs after the date that is six (6) months from the Exchange Date, but on or before the date that is twelve (12) months

from the Exchange Date, and (c) 105% multiplied by the portion of the Outstanding Balance Company elects to prepay if such prepayment

occurs after the date that is twelve (12) months from the Exchange Date. Company will lose the right to prepay this Pre-Paid Purchase

if Company elects to prepay this Pre-Paid Purchase and fails to do so on the date set forth in the prepayment notice sent to Investor.

2. Security.

This Pre-Paid Purchase is unsecured.

3. Investor

Purchases.

3.1. Purchases;

Purchase Mechanics. Upon the terms and subject to the conditions of this Pre-Paid Purchase, Investor, at its sole discretion, shall

have the right, but not the obligation, to purchase from Company, and Company shall issue and sell to Investor, Purchase Shares by the

delivery to Company of Purchase Notices as provided herein.

(a) Purchase

Notice. At any time following the Exchange Date, Investor may, by providing written notice to Company in the form set forth on Exhibit

A attached hereto (each, a “Purchase Notice”), require Company to issue and sell Purchase Shares to Investor,

in accordance with the following provisions:

(i) Investor

shall, in each Purchase Notice, indicate the portion of the Outstanding Balance that Investor elects to apply to the purchase of Purchase

Shares pursuant to this Pre-Paid Purchase (each, a “Purchase”, and such amount, the “Purchase Amount”),

in its sole discretion, and the timing of delivery; provided that the Purchase Amount shall not exceed the Outstanding

Balance, or result in Investor exceeding the limitation set forth in Section 3.1(b).

(ii) Each

Purchase Notice shall be delivered to Company in accordance with the notice provisions set forth in the Purchase Agreement.

(iii) Each

Purchase Notice shall set forth the Purchase Amount, the Purchase Share Purchase Price, the number of Purchase Shares to be issued by

Company and purchased by Investor, and the remaining Outstanding Balance following the Closing (as defined below) of the Purchase.

(iv) Any

Purchase Shares issued hereunder must be issued free trading to Investor pursuant to: (1) an effective Registration Statement (as defined

in the Purchase Agreement); or (2) an applicable exemption from registration (e.g., Rule 144).

(v) In

the event the Purchase Share Purchase Price is below the Floor Price, Investor will have the right to elect to have the applicable Purchase

Amount paid in cash rather than Purchase Shares at the applicable Purchase Share Purchase Price; provided, however, that no such demand

for payment in cash may be made unless the Purchase Share Purchase Price has remained below the Floor Price for a period of at least

six (6) consecutive months, commencing on the date the Purchase Share Purchase Price first falls below the Floor Price.

(b) Ownership

Limitation. Notwithstanding anything to the contrary contained in this Pre-Paid Purchase or the other Transaction Documents (as defined

in the Purchase Agreement), Company shall not effect any issuance of Purchase Shares pursuant to this Pre-Paid Purchase to the extent

that after giving effect to such issuance would cause Investor (together with its affiliates) to beneficially own a number of Common

Shares exceeding 9.99% of the number of Common Shares outstanding on such date (including for such purpose the Common Shares issuable

upon such issuance) (the “Maximum Percentage”). For purposes of this section, beneficial ownership of Common Shares

will be determined pursuant to Section 13(d) of the 1934 Act (as defined in the Purchase Agreement). The Maximum Percentage is enforceable,

unconditional and non-waivable and shall apply to all affiliates and assigns of Investor.

3.2. Closings.

The closing of each purchase and sale of Purchase Shares (each, a “Closing”) shall take place in accordance with the

procedures set forth below:

(a) Promptly

after receipt of a Purchase Notice with respect to each Purchase (and, in any event, not later than two (2) Trading Days after such receipt),

Company will, or will cause its transfer agent to, electronically transfer such number of Purchase Shares to be purchased by Investor

(as set forth in the Purchase Notice) by crediting Investor’s account or its designee’s account at DTC through its DWAC system

or by such other means of delivery as may be mutually agreed upon by the parties hereto, and transmit notification to Investor that such

share transfer has been requested. Promptly upon receipt of such notification, Investor shall pay to Company the aggregate purchase price

for the Purchase Shares (as set forth in the Purchase Notice) by offsetting the Purchase Amount against an equal amount outstanding under

this Pre-Paid Purchase (first towards accrued and unpaid interest, if any, and then towards outstanding principal as shown in such Purchase

Notice). No fractional shares shall be issued, and any fractional amounts shall be rounded to the nearest whole number of shares. To

facilitate the transfer of the Purchase Shares by Investor, the Purchase Shares will not bear any restrictive legends so long as there

is an effective Registration Statement or an available exemption from registration for the resale of such Purchase Shares (it being understood

and agreed by Investor that notwithstanding the lack of restrictive legends, Investor may only sell such Purchase Shares in compliance

applicable securities laws (including any applicable prospectus delivery requirements)).

(b) In

connection with each Closing, each of Company and Investor shall deliver to the other all documents, instruments and writings expressly

required to be delivered by either of them pursuant to this Pre-Paid Purchase in order to implement and effect the transactions contemplated

herein.

4. Events

of Default; and Remedies.

4.1. Event

of Default. The following are events of default under this Pre-Paid Purchase (each, “Event of Default”): (a) Company

fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) Company fails to deliver

any Purchase Shares in accordance with the terms hereof; (c) a receiver, trustee or other similar official shall be appointed over Company

or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged

within sixty (60) days; (d) Company becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts

as they become due, subject to applicable grace periods, if any; (e) Company makes a general assignment for the benefit of creditors;

(f) Company files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (g) an involuntary bankruptcy

proceeding is commenced or filed against Company; (h) Company fails to observe or perform any covenant set forth in Section 4 or Section

5 of the Purchase Agreement; (i) the occurrence of a Fundamental Transaction without Investor’s prior written consent; (j) Company

fails to timely establish and maintain the Share Reserve (as defined in the Purchase Agreement); (k) any money judgment, writ or similar

process is entered or filed against Company or any subsidiary of Company or any of its property or other assets for more than $500,000.00,

and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to by Investor;

(l) Company fails to be DWAC Eligible; (m) Company defaults or otherwise fails to observe or perform any covenant, obligation, condition

or agreement of Company contained herein or in any other Transaction Document (as defined in the Purchase Agreement) in any material

respect, other than those specifically set forth in this Section 4.1 or Section 4 or Section 5 of the Purchase Agreement; (n) any representation,

warranty or other statement made or furnished by or on behalf of Company to Investor herein, in any Transaction Document, or otherwise

in connection with the issuance of this Pre-Paid Purchase is false, incorrect, incomplete or misleading in any material respect when

made or furnished; (o) a non-management supported preliminary proxy is filed against Company; and (p) Company or any subsidiary of Company,

breaches any material covenant or other material term or condition contained in any Other Agreements. Notwithstanding the foregoing,

the occurrence of any event set forth in subsections (c) - (p) above will not be considered an Event of Default if such event is cured

within five (5) Trading Days of the occurrence of such event.

4.2. Default

Remedies. At any time and from time to time following the occurrence of any Event of Default and after any applicable cure period,

Investor may accelerate this Pre-Paid Purchase by prior written notice to Company, with the Outstanding Balance becoming immediately

due and payable in cash. Notwithstanding the foregoing, upon the occurrence of any Event of Default, and after any applicable cure period,

described in clauses (b) – (f) of Section 4.1, an Event of Default will be deemed to have occurred and the Outstanding Balance

as of the date of the occurrence of such Event of Default shall become immediately and automatically due and payable in cash. At any

time following the occurrence of any Event of Default and after any applicable cure period, upon prior written notice given by Investor

to Company, the Outstanding Balance will automatically increase by seven-and-a-half percent (7.5%) and interest will accrue on the Outstanding

Balance beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser of fifteen percent (15%)

per annum or the maximum rate permitted under applicable law (“Default Interest”). Notwithstanding the foregoing,

and for the avoidance of doubt, Investor may continue making Purchases pursuant to Section 3 at any time following an Event of Default

until such time as the Outstanding Balance is paid in full. In connection with acceleration described herein, Investor need not provide,

and Company hereby waives, any presentment, demand, protest or other notice of any kind, and Investor may immediately and without expiration

of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable

law. Such acceleration may be rescinded and annulled by Investor at any time prior to payment hereunder and Investor shall have all rights

as a holder of the Pre-Paid Purchase until such time, if any, as Investor receives full payment pursuant to this Section 4.2. No such

rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit

Investor’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific

performance and/or injunctive relief with respect to Company’s failure to timely deliver Purchase Shares pursuant to a Purchase

as required pursuant to the terms hereof.

5. Unconditional

Obligation; No Offset. Company acknowledges that this Pre-Paid Purchase is an unconditional, valid, binding and enforceable obligation

of Company not subject to offset, deduction or counterclaim of any kind. Company hereby waives any rights of offset it now has or may

have hereafter against Investor, its successors and assigns, and agrees to make the payments or Purchases called for herein in accordance

with the terms of this Pre-Paid Purchase.

6. Waiver.

No waiver of any provision of this Pre-Paid Purchase shall be effective unless it is in the form of a writing signed by the party granting

the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent

to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit

a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.

7. Opinion

of Counsel. In the event that an opinion of counsel is needed for Purchases under this Pre-Paid Purchase, Investor has the right

to have any such opinion provided by its counsel.

8. Governing

Law; Venue. This Pre-Paid Purchase shall be construed and enforced in accordance with, and all questions concerning the construction,

validity, interpretation and performance of this Pre-Paid Purchase shall be governed by, the internal laws of the State of Utah, without

giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that

would cause the application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement

to determine the proper venue for any disputes are incorporated herein by this reference.

9. Arbitration

of Disputes. By its issuance or acceptance of this Pre-Paid Purchase, each party agrees to be bound by the Arbitration Provisions

(as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.

10. Cancellation.

After repayment (including without limitation, any prepayment pursuant to Section 1.2 of this Pre-Paid Purchase) of the entire Outstanding

Balance, this Pre-Paid Purchase shall be deemed paid in full, shall automatically be deemed canceled, and shall not be reissued.

11. Amendments.

The prior written consent of both parties hereto shall be required for any change or amendment to this Pre-Paid Purchase.

12. Assignments.

Company may not assign this Pre-Paid Purchase without the prior written consent of Investor This Pre-Paid Purchase and any Purchase Shares

issued upon Purchase of this Pre-Paid Purchase may be offered, sold, assigned or transferred by Investor without the consent of Company

and Company receives written notice in connection therewith. The Investor and any permitted assignee, by acceptance of this Pre-Paid

Purchase, acknowledge and agree that following the issuance of Purchase Shares under this Pre-Paid Purchase, the unpaid Outstanding Balance

represented by this Pre-Paid Purchase may be less than the amount stated on the face hereof.

13. Notices.

Whenever notice is required to be given under this Pre-Paid Purchase, unless otherwise provided herein, such notice shall be given in

accordance with the subsection of the Purchase Agreement titled “Notices.”

14. Severability.

If any part of this Pre-Paid Purchase is construed to be in violation of any law, such part shall be modified to achieve the objective

of Company and Investor to the fullest extent permitted by law and the balance of this Pre-Paid Purchase shall remain in full force and

effect.

[Remainder

of page intentionally left blank; signature page follows]

WITNESS WHEREOF, Company has caused this Pre-Paid Purchase to be duly executed as of the Exchange Date.

COMPANY:

Virtuix Holdings Inc.

By:

Jan Goetgeluk, CEO

ACKNOWLEDGED,

ACCEPTED AND AGREED:

INVESTOR:

Streeterville Capital, LLC

By:

John M. Fife, President

[Signature Page to Pre-Paid

Purchase #2]

ATTACHMENT

DEFINITIONS

For

purposes of this Pre-Paid Purchase, the following terms shall have the following meanings:

A1. “Common

Shares” means shares of Company’s Class A common stock, par value $0.001 per share.

A2. “DTC”

means the Depository Trust Company or any successor thereto.

A3. “DTC/FAST

Program” means the DTC’s Fast Automated Securities Transfer program.

A4. “DWAC”

means the DTC’s Deposit/Withdrawal at Custodian system.

A5. “DWAC

Eligible” means that (a) Company’s Common Shares are eligible at DTC for full services pursuant to DTC’s operational

arrangements, including without limitation transfer through DTC’s DWAC system; (b) Company has been approved (without revocation)

by DTC’s underwriting department; (c) Company’s transfer agent is approved as an agent in the DTC/FAST Program; (d) the Purchase

Shares are otherwise eligible for delivery via DWAC; and (e) Company’s transfer agent does not have a policy prohibiting or limiting

delivery of the Purchase Shares via DWAC.

A6. “Fixed

Price” means 120% of the Nasdaq Valuation Price.

A7. “Floor

Price” means $2.00 (as adjusted for any stock splits, combinations, or other similar events).

A8. “Fundamental

Transaction” means that (a) (i) Company or any of its subsidiaries shall, directly or indirectly, in one or more related

transactions, consolidate or merge with or into (whether or not Company or any of its subsidiaries is the surviving corporation) any

other person or entity, (ii) Company or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,

sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets

to any other person or entity, (iii) Company or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,

allow any other person or entity to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the

outstanding shares of voting stock of Company (not including any shares of voting stock of Company held by the person or persons making

or party to, or associated or affiliated with the persons or entities making or party to, such purchase, tender or exchange offer), (iv) Company

or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consummate a stock or share purchase agreement

or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)

with any other person or entity whereby such other person or entity acquires more than 50% of the outstanding shares of voting stock

of Company (not including any shares of voting stock of Company held by the other persons or entities making or party to, or associated

or affiliated with the other persons or entities making or party to, such stock or share purchase agreement or other business combination),

(v) Company or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize

or reclassify the Common Shares or Common Shares, other than an increase in the number of authorized shares of Company’s Common

Shares, (vi) Company transfers any material asset to any Subsidiary, affiliate, person or entity under common ownership or control with

Company, or (vii) Company pays or makes any monetary or non-monetary dividend or distribution to its shareholders; or (b) any “person”

or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations

promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly

or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of Company. For the avoidance

of doubt, Company or any of the subsidiaries entering into a definitive agreement that contemplates a Fundamental Transaction will be

deemed to be a Fundamental Transaction unless such agreement contains a closing condition that this Pre-Paid Purchase is repaid in full

upon consummation of the transaction.

A9. “Initial

Listing Date” means the first Trading Day that the Common Shares trade on Nasdaq.

A10. “Market

Price” means ninety percent (90%) multiplied by the lowest VWAP during the ten (10) Trading Day period preceding the applicable

measurement date.

A11. “Nasdaq

Valuation Price” means either (a) the Valuation based Bid Price, or (b) the Compelling Evidence-based Bid Price, as accepted

by Nasdaq in connection with Company’s direct listing application with Nasdaq.

Attachment 1 to Pre-Paid Purchase #2, Page 1

A12. “Opening

Trade Price” means the first trade price of the Common Shares on the Initial Listing Date as reported by Bloomberg.

A13. “Other

Agreements” means, collectively, (a) all existing and future agreements and instruments between, among or by Company (or an

affiliate), on the one hand, and Investor (or an affiliate), on the other hand, and (b) any financing agreement or a material agreement

that affects Company’s ongoing business operations.

A14. “Outstanding

Balance” means as of any date of determination, the initial principal amount, as reduced or increased, as the case may be,

pursuant to the terms hereof for payment, Purchases, offset, or otherwise, accrued but unpaid interest.

A15. “Purchase

Notice Date” means the date the applicable Purchase Notice is delivered by Investor to Company.

A16. “Purchase

Shares” means the Common Shares purchased pursuant to this Pre-Paid Purchase.

A17. “Purchase

Share Purchase Price” means (a) the Fixed Price prior to the occurrence of a Trigger Event; and (b) the lower of the Fixed

Price and the Market Price following the occurrence of a Trigger Event.

A18. “Trading

Day” means any day on which Company’s principal market is open for trading.

A19. “Trigger

Event” means the occurrence of any of the following events: (a) Company receives a non-compliance notice from Nasdaq; (b) the

10-day average Market Capitalization falls below $175,000,000.00; (c) in any quarter beginning with the quarter ending December 31, 2025,

Company’s net sales are less than $500,000.00 (as reported in Company's quarterly financial statements); (d) any closing trade

price of the Common Shares as reported by Bloomberg is seventy-five percent (75%) or more below the Opening Trade Price; or (e) the Outstanding

Balance remains outstanding upon the earlier of: (i) July 27, 2026, or (ii) 90 days after the Second Registration Statement being declared

effective.

A20. “VWAP”

means the volume weighted average price of the Common Shares on the principal market for a particular Trading Day or set of Trading Days,

as the case may be, as reported by Bloomberg.

[Remainder

of page intentionally left blank]

Attachment 1 to Pre-Paid Purchase

#2, Page 2

EXHIBIT

PURCHASE

NOTICE

behalf of Streeterville Capital, LLC (“Investor”), the undersigned hereby certifies, with respect to the purchase

of Common Shares of Virtuix Holdings Inc. (“Company”) issuable in connection with this Purchase Notice, delivered

pursuant to that certain Pre-Paid Purchase #2, dated as of May 22, 2026 (as amended and supplemented from time to time), as follows:

A. Purchase

Notice Date: ____________

B. Purchase

Amount: ____________

C. Purchase

Share Purchase Price: ____________

D. Number

of Purchase Shares Due to Investor: ____________________

E. Outstanding

Balance Following Purchase: ____________

Please

transfer the Purchase Shares electronically (via DWAC) to the following account:

Broker: ____________________

Address: ____________________

DTC#: ____________________

____________________

Account #: ________________

____________________

Account Name: _____________

Investor:

Streeterville Capital, LLC

By:

John M. Fife, President

EX-99.1 — FIRST PRESS RELEASE

EX-99.1

Filename: ea029196001ex99-1.htm · Sequence: 3

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.

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:

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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 — SECOND PRESS RELEASE

EX-99.2

Filename: ea029196001ex99-2.htm · Sequence: 4

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.