Business Context and Reporting Period
Company: Virtuix Holdings Inc. (VTIX)
Filing Type: Form 8-K (Current Report)
Date of Report: March 31, 2026
Event: Entry into a Material Definitive Agreement involving the restructuring of outstanding debt.
Key Financial Metrics and Transaction Details
This filing details a debt exchange transaction rather than standard periodic financial results. Key metrics related to the transaction include:
- Principal Amount: $2,681,718.42 (Original principal of the new Exchange Note).
- Interest Rate: 6% per annum, compounded daily (reduced from 18% on prior notes).
- Maturity Date: July 1, 2027.
- Original Issue Discount (OID): $242,883.49 (included in initial principal balance).
- Transaction Expenses: $10,000 (included in initial principal balance).
- Redemption Rights: Beginning July 1, 2026, the lender may require monthly redemptions up to $111,738.27.
Note: The filing does not provide revenue, profit, cash flow, or liquidity metrics for the company as a whole.
Material Changes Versus Prior Period
The primary material change is the modification of debt terms with Streeterville Capital, LLC:
- Interest Rate Reduction: The interest rate on the exchanged debt was reduced from 18% per annum to 6% per annum.
- Maturity Extension: The maturity date was extended from March 31, 2026, to July 1, 2027.
- Debt Consolidation: Multiple prior 2024 Subordinated Promissory Notes were consolidated into a single Exchange Note.
- Guaranty: The obligations are now guaranteed by Virtuix Inc., a subsidiary of the Company.
Guidance, Risks, and Covenants
Covenants and Restrictions: The Exchange Note includes affirmative and negative covenants, including restrictions on liens, limitations on certain debt and equity issuances, and requirements for timely SEC reporting and maintenance of listing.
Default Provisions: The agreement contains customary trigger events and events of default. Remedies include the right to accelerate obligations and the application of a "Mandatory Default Amount" following a "Trigger Effect."
Redemption Conditions: The note includes a limited redemption feature tied to specified trading-price conditions.
Legal Jurisdiction: The agreement is governed by Utah law and includes arbitration provisions for dispute resolution.
Investor Verification Checklist
- Verify the total outstanding debt load of Virtuix Holdings Inc. post-exchange to assess leverage.
- Review the specific "Trigger Effect" and "Mandatory Default Amount" definitions in the full text of the Exchange Note (Exhibit 10.2) to understand potential acceleration risks.
- Confirm the company's ability to meet the potential monthly redemption requirement of up to $111,738.27 starting July 1, 2026.
- Check the status of the subsidiary, Virtuix Inc., regarding its capacity to honor the new guaranty.
- Monitor the company's stock price relative to the "specified trading-price conditions" mentioned in the redemption feature.