Virtuix Holdings Inc. 8-K

What Happened

• Virtuix Holdings Inc. announced on March 31, 2026 that Streeterville Capital, LLC acquired certain of the Company’s outstanding 2024 subordinated promissory notes (which bore 18% interest and matured March 31, 2026) from prior investors and exchanged them for a new Promissory Note (the “Exchange Note”) with an original principal amount of $2,681,718.42. No new cash was provided by Streeterville; the exchange was an in‑kind swap of the prior notes.
• The Exchange Note bears interest at 6% per year, compounded daily, from March 31, 2026 and matures July 1, 2027. The note includes an original issue discount of $242,883.49 and $10,000 for Streeterville’s transaction expenses, both included in the initial principal balance. The obligations are guaranteed by subsidiary Virtuix Inc.

Key Details

• Exchange principal: $2,681,718.42 (includes $242,883.49 OID and $10,000 transaction fee).
• Interest: 6% per annum, compounded daily, effective March 31, 2026.
• Maturity: July 1, 2027. Prior notes had 18% rate and matured March 31, 2026.
• Redemption/repayment features: beginning July 1, 2026 Streeterville may require monthly redemptions up to $111,738.27 per month (with two trading days’ notice); there is also a limited redemption tied to certain trading‑price conditions.
• Legal/credit terms: Exchange intended to qualify under Section 3(a)(9) of the Securities Act; the Exchange Documents include customary covenants (SEC reporting, maintenance of listing, limits on liens, debt/equity issuances) and default/acceleration remedies. For Rule 144 purposes the note is deemed issued December 10, 2024 and includes the holding periods of the prior notes.

Why It Matters

• This 8‑K documents a material refinancing/extension of short‑term, high‑interest debt into a longer‑dated, lower‑rate note — which reduces reported interest rate from 18% to 6% and extends maturity to mid‑2027, potentially easing near‑term cash interest burden.
• However, the holder’s right to demand monthly redemptions starting July 1, 2026 and other trigger/acceleration features mean the company could face accelerated cash outflows before final maturity. The note is also guaranteed by a subsidiary and carries covenants that could limit flexibility.
• For investors, this is a new secured financial obligation on Virtuix’s balance sheet and a key item to watch in upcoming SEC filings and liquidity disclosures.