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): March 411, 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 2 1.0201. ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On March 511, 2026, Virtuix Holdings Inc. (the “Company”) entered ~~issued~~into aamendments ~~press~~to ~~release~~each ~~announcing~~of the ~~Company’s~~following ~~financial~~warrants ~~results for~~to ~~the~~purchase ~~three~~shares ~~and~~of ~~nine~~Class ~~months~~A ~~ended~~Common ~~December~~Stock 31(collectively, ~~2025.~~the A“Warrant Amendments”) ~~copy~~with ofStreeterville Capital, LLC (the ~~Company’s~~“Investor”) ~~press~~extending ~~release~~the isReduced ~~attached~~Exercise ~~hereto~~Price Period (as ~~Exhibit 99.1~~defined ~~and~~below) ~~incorporated~~to ~~herein~~each bysuch ~~reference.~~warrant:

~~Item 5.02.~~● ~~Departure~~Amendment ofto ~~Directors~~the orEquity ~~Certain~~Financing ~~Officers;~~Warrant ~~Election~~issued ofpursuant ~~Directors;~~to ~~Appointment~~the ofSecurities ~~Certain~~Purchase ~~Officers;~~Agreement ~~Compensatory~~dated ~~Arrangements~~August ~~of Certain~~25, ~~Officers.~~2025 (the “Equity Financing Warrant”);

~~Effective~~● ~~March~~Amendment 9,to ~~2026,~~ the ~~Board~~Warrant ofto ~~Directors of~~Purchase ~~the~~Shares ~~Company~~of ~~(the~~Class ~~“Board”)~~A ~~appointed~~Common ~~Mr.~~Stock, ~~Brett~~dated ~~Moyer to serve~~ as anof ~~independent~~October 30, ~~Class~~2025 ~~III director on~~ (the ~~Board~~“Second (aDebt ~~“Class III~~Financing ~~Director~~Warrant”); ~~until the Company’s 2028 annual meeting of stockholders. Mr. Moyer will serve on the Company’s Audit Committee.~~and

~~Mr.~~● ~~Moyer,~~Amendment ~~age~~to ~~68,~~the ~~has~~Warrant ~~served~~to asPurchase ~~Chief~~Shares ~~Financial Officer since January 2025~~ of ~~Datavault~~Class AIA ~~(Nasdaq:~~Common ~~DVLT)~~Stock, andated ~~AI-driven~~as ~~data experience, valuation and monetization entity, and has been a Director and Chairman~~ of ~~the Board of Directors since 2010. He was a founding member of WiSA Technologies and served as President, Chief Executive Officer, and Director from August 2010 until~~ December ~~2024~~19, ~~when~~2025 (the ~~company~~“Third ~~acquired~~Debt ~~Data~~Financing ~~Vault Holdings’ assets and expanded its operations as Datavault AI. Mr. Moyer has been a Director of Ryvyl Inc. (Nasdaq: RVYL~~Warrant”) ~~since June 2025~~. Prior to 2010, Mr. Moyer was President and Chief Executive Officer of Focus Enhancements and held leadership roles at Zenith Electronics earlier in his career. Mr. Moyer has served on the board of Alliant International University since 2016 and previously served on the boards of HotChalk, Inc. and NeoMagic Corporation. He holds a BA in Economics from Beloit College and an MBA from Thunderbird School of Global Management.

~~In connection~~Each ~~with~~of ~~his~~the ~~appointment,~~warrants ~~Mr.~~listed ~~Moyer~~above ~~will~~was bepreviously ~~entitled~~amended to ~~receive~~establish a ~~the~~reduced ~~Company’s~~exercise ~~standard~~price ~~compensation~~period ~~for independent Class III Directors~~ (the “~~Class~~Reduced ~~III~~Exercise ~~Director~~Price ~~Compensation~~Period”). ~~The~~during ~~Class~~which ~~III~~the ~~Director~~exercise ~~Compensation~~price ~~will~~was ~~commence~~reduced into ~~March~~$6.00 ~~2026~~per Warrant share. The ~~Class~~Warrant ~~III~~Amendments ~~Director~~extend ~~Compensation~~the ~~consists~~Reduced ofExercise aPrice ~~monthly~~Period ~~cash~~for ~~retainer~~an ofadditional $2ninety (90) days,~~000~~ commencing on March 12, 2026 and anending ~~annual~~on ~~grant~~June of10, ~~restricted~~2026. ~~stock units~~Notwithstanding ~~with~~the aforegoing, ~~grant~~the ~~date~~Company ~~fair~~may ~~value~~terminate ofthe ~~$125,000,~~Reduced ~~vesting~~Exercise ~~after~~Price ~~one~~Period at any time upon two (12) ~~year~~trading ofdays’ ~~service,~~prior ~~subject~~written notice to ~~Mr.~~the ~~Moyer’s~~Investor, ~~continued~~whereupon ~~service~~the asexercise aprice ~~Class~~will ~~III~~revert ~~Director~~to ~~through~~ the Nasdaq Valuation Price as set forth in the applicable ~~vesting~~original ~~date~~warrant.

~~There are~~All ~~no arrangements or understandings between Mr. Moyer and any~~ other ~~persons~~terms ~~pursuant to which he was conditionally appointed as a Class III Director of the Company. There are no family relationships between Mr. Moyer~~ and ~~any~~conditions ~~other director or executive officer~~ of the ~~Company~~warrants ~~and~~remain heunchanged ~~has~~and ~~no direct or indirect material interest~~ in ~~any~~full ~~transaction~~force ~~required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the Securities~~ and ~~Exchange Commission~~effect.

~~Item~~The foregoing description of the Warrant Amendments does not purport 7to 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 4.011, 4.2 ~~Regulation~~and FD4.3 ~~Disclosure~~to this Current Report on Form 8-K and are incorporated herein by reference.

~~On March~~Item 5,9.01 ~~2026~~Financial Statements, ~~the~~Pro ~~Company~~Forma ~~held~~Financial ~~an earnings conference call to discuss the Company’s earnings results for the three and nine months ended December 31~~Information, ~~2025. The Company is furnishing as Exhibit 99.2 to this Current Report on Form 8-K the presentation materials that were provided~~ and ~~discussed during the earnings conference call~~Exhibits.

The information included in Items 2.02, 5.02 and 7.01, including the exhibits hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (~~the “Exchange Act”~~d)~~, or~~ otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.Exhibits

Item 9.01 Financial Statements and Exhibits.

4.1		Amendment to Warrant to Purchase Shares of Class A Common Stock (Equity Financing Warrant), dated March 11, 2026
4.2		Amendment to Warrant to Purchase Shares of Class A Common Stock (Second Debt Financing Warrant), dated March 11, 2026
4.3		Amendment to Warrant to Purchase Shares of Class A Common Stock (Third Debt Financing Warrant), dated March 11, 2026
104		Cover Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document).

~~(d) Exhibits~~1

99.1		Press Release dated March 5, 2026.
99.2		Presentation materials dated March 5, 2026.
104		Cover Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document).

SIGNATURES

1Pursuant 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.

~~SIGNATURES~~Dated: March 12, 2026

~~Pursuant to~~VIRTUIX ~~the~~HOLDINGS ~~requirements~~INC. ofBy: ~~the~~/s/ ~~Securities~~Jan ~~Exchange~~Goetgeluk ~~Act~~Jan ofGoetgeluk ~~1934,~~Chief ~~the~~Executive ~~registrant~~Officer ~~has~~(Principal ~~duly~~Executive ~~caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Officer)

~~Dated: March 10, 2026~~2

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

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