Virtuix Holdings Inc. 8-K

What Happened

• On May 22, 2026, Virtuix Holdings Inc. announced it exchanged certain outstanding secured convertible promissory notes held by Streeterville Capital, LLC for a new Pre-Paid Purchase in the original principal amount of $3,471,923. The Prior Notes exchanged were dated Aug 25, 2025 ($2,200,000), Oct 30, 2025 ($560,000) and Dec 19, 2025 ($560,000). Streeterville provided no additional cash consideration—the exchange was completed under the notes’ exchange provisions and Section 3(a)(9) of the Securities Act. The Company also filed press releases with business updates on May 20 and May 27, 2026.

Key Details

• Pre-Paid Purchase principal: $3,471,923; interest at 6% per annum, compounded daily, from May 22, 2026 until paid.
• Prepayment: Company may prepay with 30 trading days’ notice; prepayment premium of 120% if within 6 months, 115% if 6–12 months, 105% after 12 months.
• Stock purchase option: Streeterville may, at its discretion, buy Class A common shares to offset the outstanding balance; beneficial ownership capped at 9.99%.
• Terms: Pre-Paid Purchase is unsecured, contains customary covenants (reporting, listing, limits on debt/equity and fundamental transactions), default remedies include acceleration, a 7.5% balance increase and 15% default interest. For Rule 144 purposes it is deemed issued Dec 19, 2025 and inherits holding periods of the Prior Notes.

Why It Matters

• This transaction replaced existing secured convertible debt with an unsecured Pre-Paid Purchase rather than raising new cash, so it changes the form of the company’s obligations without new funding from Streeterville. Investors should note the potential for equity dilution because Streeterville can purchase shares to satisfy the Pre-Paid Purchase balance (subject to a 9.99% cap), and the costly prepayment premiums make early debt reduction expensive for the company. The agreement also adds potential downside financial exposure via acceleration and steep default interest/penalty provisions, and contains covenants that could limit future financings or transactions. The May 20 and May 27 press releases provide additional business updates filed with the 8-K.