Virtuix Holdings Inc.
For the period ended Jun 30, 2026. Filed Aug 19, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 19, 2026
VTIX$0.54+3.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-12-31; filed 2026-03-06.
0001213900-26-024327
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-19.
0001213900-26-091795
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 162 previous paragraphs and 97 current paragraphs.
37 unchanged; 27 reworded; 33 added; 93 removed; 5 previous and 0 current paragraphs rearranged.
Tables are not compared: 59 previous and 27 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (33)
Current report
Revenues
Current report
Other Expense
Current report
For the three months ended June 30, 2026, Other Expense totaled $3,219,202, primarily driven by interest expense of $2,539,592, including $2,052,255 of non-cash amortization of debt discount related to the Company’s financing arrangements, $584,150 of non-cash financing expenses recognized in connection with amendments to certain outstanding warrants, and $431,224 of non-cash loss on debt extinguishment, consisting primarily of the loss recognized in connection with the May 22 exchange of the secured convertible promissory notes for PPP #2 and losses recognized in connection with Exchange Note limited redemptions during the quarter, These were partially offset by $349,128 of non-cash gain on change in fair value of PPP #1 derivative liability. For the three months ended June 30, 2025, Other Expense totaled $241,978, primarily comprised of interest expense and loss on extinguishment of debt.
Current report
On January 27, 2026, in connection with the closing of the Company’s direct listing, Streeterville funded the initial pre-paid purchase under the Equity Purchase Agreement. The Company received $8,000,000 in cash proceeds, net of an 8% original issue discount, and the pre-paid purchase had an original principal balance of $8,640,000 (“PPP #1”). PPP #1 bears interest at a rate of 6% per annum and has no stated maturity date.
Current report
On May 22, 2026, the Company and Streeterville exchanged the outstanding First Note, Second Note and Third Note, including accrued interest thereon, for a second pre-paid purchase under the Equity Purchase Agreement (“PPP #2”). PPP #2 had an original principal balance of $3,471,923. The exchange did not provide the Company with additional cash proceeds. As a result of the exchange, the Streeterville Notes were extinguished, and no amounts remained outstanding under those notes as of June 30, 2026.
Current report
PPP #2 bears interest at a rate of 6% per annum and contains terms substantially consistent with those of PPP #1, including Streeterville’s ability to apply outstanding amounts toward the purchase of shares of the Company’s Class A common stock in accordance with the applicable agreement. The Company may prepay all or a portion of the outstanding balance of each pre-paid purchase, subject to specified prepayment premiums. The agreements also contain customary events of default, ownership limitations and other Company covenants.
Current report
During the three months ended June 30, 2026, Streeterville delivered limited redemption notices under the Exchange Note with an aggregate redemption amount of $284,500. The Company settled the limited redemptions through the issuance of an aggregate of 93,333 shares of Class A common stock. The settlements were non-cash financing transactions and did not provide the Company with additional liquidity. As of June 30, 2026, the Exchange Note had an outstanding principal balance of approximately $2,422,664.
Current report
Under the Equity Purchase Agreement, Streeterville committed to purchase up to an aggregate of $50,000,000 of the Company’s Class A common stock through one or more pre-paid purchases over a 24-month period. The Company’s ability to obtain additional advances is subject to several conditions, including minimum market-capitalization and trading-volume requirements, continued compliance with Nasdaq listing standards and the effectiveness of an applicable resale registration statement. Accordingly, Streeterville’s obligation to fund additional advances is not solely within the Company’s control, and there can be no assurance that the Company will be able to access the full amount, or any particular amount, remaining under the Equity Purchase Agreement. For additional information, see “Risk Factors —Our pre-paid purchase arrangements with Streeterville may result in substantial dilution and, if our stock price is below the $2.00 Floor Price for six consecutive months, could require cash payments that adversely affect our liquidity” in Part II, Item 1A of this Quarterly Report on Form 10-Q.
Current report
See Note 8, Notes Payable, to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information regarding PPP #1, PPP #2, the Exchange Note and the Equity Purchase Agreement.
Current report
As of June 30, 2026, our current obligations include the Exchange Note issued to Streeterville Capital, LLC, with a principal amount of $2,422,664 maturing in July 2027, an EIDL loan with a carrying amount of approximately $24,000 maturing in August 2050, a PPP advance with Streeterville Capital, LLC, with an original principal balance of $8,640,000, accrued interest of $224,611, and no stated maturity date, a second PPP advance with Streeterville Capital, LLC, with an original principal balance of $3,471,923, accrued interest of $23,222, and no stated maturity date, current operating lease obligations totaling approximately $256,966, and outstanding gift card liabilities of approximately $446,000.
Current report
As of the date of this filing, following proceeds from Streeterville warrant exercises in July 2026, the Company believes its existing cash resources will be sufficient to fund its planned operations in the near term. However, to continue as a going concern and execute its operating plan over the next 12 months, the Company will need to obtain additional financing. The timing and amount of additional financing required will depend on a number of factors, including the Company’s operating performance, cash expenditures and the timing and amount of any additional financing activities.
Current report
On February 20, 2026, the U.S. Supreme Court ruled against tariffs imposed by the Trump administration under the International Emergency Economic Powers Act (IEEPA). Following this ruling, the administration imposed a new 10% global tariff under Section 122 of the Trade Act of 1974, effective February 24, 2026. Section 122 tariffs are limited by statute to 150 days without congressional extension and expired on July 24, 2026. In May 2026, the U.S. Court of International Trade found the Section 122 tariffs unlawful, although this ruling was stayed pending appeal and the tariffs remained in effect through their expiration. The Company paid IEEPA tariffs on its imports during the period in which such tariffs were in effect and has submitted refund claims to U.S. Customs and Border Protection. The amounts involved are not material to the Company’s condensed consolidated financial statements.
Current report
Effective July 24, 2026, the administration imposed additional tariffs under Section 301 of the Trade Act of 1974. These tariffs currently apply to imports from approximately 60 countries at rates ranging from 10% to 12.5%.
Current report
While the near-term tariff environment remains difficult to predict, and the duration, scope, and legal validity of currently imposed tariffs remain uncertain, the Company believes it is well positioned to manage a range of potential outcomes.
Current report
As detailed in our Prospectus, we have mitigated the potential impact of high tariffs on China-made goods by developing Taiwan as an alternative manufacturing location. In February 2026, the United States and Taiwan signed the U.S.-Taiwan Agreement on Reciprocal Trade, which caps the U.S. reciprocal tariff rate on Taiwanese goods at no more than 15%. This agreement is subject to legislative approval in Taiwan. Following the expiration of the Section 122 tariffs on July 24, 2026, Section 301 tariffs of 10% to 12.5% currently apply to imports from Taiwan. Future actions or modifications through Section 301 and other tariff-related measures could result in additional or different tariff rates on Taiwanese goods. Accordingly, the ultimate tariff treatment of Taiwanese goods remains subject to significant legal and policy uncertainty.
Current report
The preparation of our condensed consolidated financial statements in accordance with U.S. GAAP requires management to apply accounting policies and make estimates, assumptions and judgments that affect the amounts reported in our financial statements and accompanying notes. We consider accounting policies and estimates to be critical when their application requires significant judgment or involves a significant level of estimation uncertainty and when changes in those judgments, assumptions or estimates have had, or are reasonably likely to have, a material effect on our financial condition or results of operations.
Current report
Management bases its estimates and judgments on historical experience, current conditions, contractual terms, available market information and other factors that management believes to be reasonable under the circumstances. Because estimates and judgments involve inherent uncertainty, actual results may differ from those estimates. The critical accounting policies and estimates discussed below should be read in conjunction with the significant accounting policies described in Note 2 to our condensed consolidated financial statements.
Current report
Except as described below, there have been no material changes to our critical accounting policies and estimates since March 31, 2026.
Current report
We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. The application of ASC 606 requires management to make judgments regarding the identification of performance obligations, the timing of the transfer of control of products and services to customers and, for arrangements containing multiple performance obligations, the allocation of the transaction price based on relative standalone selling prices.
Current report
Revenue from our hardware products is generally recognized upon shipment or installation, depending on when control transfers to the customer. Revenue associated with service and support arrangements, including Omni Care, Omni Online and extended warranties, is recognized over the applicable service period. Revenue from Omniverse credits is recognized over the estimated period in which the credits are expected to be consumed based on customer usage patterns. For arrangements containing multiple performance obligations, we use observable standalone selling prices when available to allocate consideration among the respective performance obligations. Changes in estimates or judgments regarding the timing of satisfaction of performance obligations, customer usage patterns or allocation of consideration could affect the timing and amount of revenue recognized. See Note 2 to our condensed consolidated financial statements for additional information regarding our revenue recognition policies.
Current report
Fair Value of Complex Financing Instruments
Current report
During the three months ended June 30, 2026, the Company corrected its analysis of certain financing arrangements, including its pre-paid purchase arrangements with Streeterville Capital, LLC and related debt and equity-linked features. As a result, certain embedded features are accounted for separately and measured at fair value, and certain financing instruments are measured in their entirety at fair value pursuant to the fair value option. The additional analysis also resulted in revisions to the accounting for certain previously reported amounts. Accordingly, the determination of fair value for these financing instruments and related features represents a critical accounting estimate for the current period. See Note 8 to the condensed consolidated financial statements for additional information regarding the Company’s financing arrangements.
Current report
The Company estimates the fair value of these instruments and features using valuation techniques appropriate to the specific contractual terms and economic characteristics of each instrument. These techniques may include option-pricing methodologies, discounted cash flow analyses and probability-weighted scenario analyses. The valuations incorporate observable market information when available as well as significant assumptions for which directly observable market information may not be available.
Current report
Depending on the instrument or feature being valued, significant inputs and assumptions may include the market price of the Company’s Class A common stock, expected stock-price volatility, risk-free interest rates, expected term or settlement period, market yields or discount rates, and the probability and expected timing of conversion, prepayment, redemption, trigger events and other contractual settlement outcomes. The valuations also consider applicable contractual provisions, including floor prices, prepayment premiums, ownership limitations and other settlement provisions that may affect the amount or timing of expected cash or equity settlement.
Current report
Management develops these assumptions based on the facts and circumstances existing at each measurement date, including available market data, the contractual terms of the instruments, the Company’s historical experience, current liquidity and financing circumstances, and other contemporaneous information relevant to the probability and expected timing of potential settlement outcomes. Certain of these assumptions require significant judgment, particularly where a contractual outcome is dependent on future market conditions, financing activity or actions that may be taken by the Company or the counterparty.
Current report
The estimated fair values of these instruments and features may be sensitive to changes in the underlying assumptions. Changes in the Company’s stock price or expected volatility, market interest rates or discount rates, or the estimated probability or timing of conversion, prepayment or other contractual outcomes could result in materially different fair value measurements. As a result, changes in these estimates may materially affect the carrying amounts of the related financing instruments and derivative liabilities and the related gains, losses or other amounts recognized in the Company’s condensed consolidated financial statements.
Current report
Management reassesses the assumptions used in these valuations at each required measurement date. Because the ultimate timing and manner of settlement may differ from the assumptions used in the valuation models, actual results may differ materially from the amounts estimated, and the fair value of these instruments and features may fluctuate significantly from period to period. Certain of these fair value measurements utilize significant unobservable inputs and, accordingly, are classified within Level 3 of the fair value hierarchy.
Current report
On December 14, 2023, the FASB issued ASU 2023-09,Income Taxes (Topic 740) — Improvements to Income Tax Disclosures, which enhances transparency regarding income tax disclosures, primarily through additional information regarding the income tax rate reconciliation and income taxes paid by jurisdiction. The Company adopted ASU 2023-09 effective April 1, 2026. The amendments are applied prospectively, with retrospective application permitted. Because the amendments relate solely to disclosures, adoption did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. The Company is currently evaluating the impact of the ASU on its annual income tax disclosures, which will first be reflected in the Company’s financial statements for the fiscal year ending March 31, 2027.
Current report
During the preparation of the Company’s condensed consolidated financial statements for the three months ended June 30, 2026, management identified a material weakness in the Company’s internal control over financial reporting related to the accounting for complex financing transactions. This material weakness existed as of March 31, 2026 and continued to exist as of June 30, 2026. The material weakness is separate from the material weaknesses previously disclosed by the Company, which management concluded had been remediated as of March 31, 2026.
Current report
Management identified a material weakness in the Company’s internal control over financial reporting related to the accounting for complex financing transactions. Specifically, the Company did not maintain effective controls designed to identify, evaluate, and document the application of U.S. GAAP to debt and other financing arrangements containing potentially complex terms and embedded features. As a result, management did not perform a timely technical accounting assessment of certain debt instruments to determine whether embedded features required bifurcation and separate accounting as derivative liabilities. This control deficiency resulted in errors in the Company’s accounting for certain financing arrangements and required adjustments and revision to prior period financial information to record embedded derivative liabilities and related accounting impacts.
Current report
Although management concluded that the identified control deficiency constituted a material weakness because there was a reasonable possibility that it could result in a material misstatement that would not be prevented or detected on a timely basis, management separately evaluated the actual errors resulting from the deficiency and concluded that those errors, individually and in the aggregate, were not material to the Company’s previously issued financial statements.
Current report
Management has begun implementing remediation measures designed to strengthen the Company’s internal control over financial reporting with respect to complex and non-routine financing transactions. These measures include enhancing procedures for identifying transactions requiring technical accounting analysis, implementing formal and documented reviews of significant contractual terms and embedded features, enhancing review and approval by personnel with appropriate technical accounting expertise, and utilizing third-party technical accounting and valuation specialists when appropriate.
Current report
Management will continue to evaluate and enhance these controls as necessary. The material weakness will not be considered remediated until the applicable controls have been implemented, have operated for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively. See Part I, Item 4, “Controls and Procedures,” for additional information regarding the material weakness and the Company’s disclosure controls and procedures.
Removed paragraphs (93)
Previous report
Comparison of the Nine Months Ended December 31, 2025 and 2024
Previous report
Net Revenues
Previous report
Net sales for the nine months ended December 31, 2025, were $2,980,765, a 41% increase from sales of $2,110,889 for the nine months ended December 31, 2024. This increase is primarily attributable to new sales of Omni One, including resulting from a strong 2025 holiday season, and the fulfillment of legacy Omni One preorders that were placed during our preorder period that ended in September 2024. In the nine months ended December 31, 2025, net revenues of $405,656 were attributable to the fulfilment of outstanding Omni One preorders, with $264,990 of those net preorder revenues resulting from sales to investors who used an investor discount.
Previous report
Cost of goods sold in the nine months ended December 31, 2025 was $2,107,718, a decrease of $358,774 from cost of goods sold of $2,466,492 in the nine months ended December 31, 2024. The decrease was primarily attributable to lower per-unit overhead costs recognized in the 2025 period compared to the 2024 period. Since shipments of Omni One only started ramping up in late 2024, manufacturing overhead incurred during the production ramp-up period in 2024 was absorbed into a relatively lower volume of units shipped during the 2024 period, resulting in a higher per-unit manufacturing cost. In contrast, manufacturing and shipment activity during the 2025 period was consistently higher, resulting in lower manufacturing overhead applied per unit.
Previous report
Gross profit in the nine months ended December 31, 2025 increased by $1,228,650 compared to gross loss in the nine months ended December 31, 2024, and gross margin as a percentage of revenues increased from -17% in the nine months ended December 31, 2024 to 29% in the nine months ended December 31, 2025. This increase in gross margin was the result of an increase in the selling price of the complete Omni One system from $2,595 to $3,495 plus shipping, effective since November 2024, a reduction in the per-unit manufacturing overhead cost, and the completion of the delivery of nearly all discounted units to equity crowdfunding investors. In the nine months ended December 31, 2025, net revenues of $1,137,066 resulted from the delivery of discounted units, and the aggregate value of all discounts totaled $224,994 for the same period.
Previous report
Total operating expenses decreased to $6,292,648 in the nine months ended December 31, 2025 from $11,357,777 in the nine months ended December 31, 2024.
Previous report
As a result of the foregoing, net loss for the nine months ended December 31, 2025 was $(6,892,302) compared to $(12,024,068) for the nine months ended December 31, 2024, representing a decrease in net loss of $5,131,766. The net loss for the nine months ended December 31, 2024 included a one-time non-cash stock-based compensation expense of approximately $4.7 million, compared to non-cash stock-based compensation expense of approximately $270,000 for the nine months ended December 31, 2025.
Previous report
Results of Operations
Previous report
Net Revenues
Previous report
Omni Arena revenue decreased during the three months ended December 31, 2025, as we transition the Omni Arena business to “maintenance mode”, supporting our existing customers and earning recurring revenues from the sale of parts, Omniverse Credits, and Omni Care maintenance program fees.
Previous report
Cost of Goods Sold
Previous report
Operating Expenses
Previous report
Net Loss
Previous report
As an additional inducement for certain investors to participate in our Series B preferred stock financing, we issued warrants to purchase shares of our common stock. At the time of issuance, these warrants were exercisable for an aggregate of 313,153 shares of common stock of Virtuix at an exercise price of $0.01 per share. As of December 31, 2025, all 313,153 common stock warrants had been exercised.
Previous report
In association with various agreements to obtain financing with Western Technology Investment between September 2014 and April 2022, the Company has granted warrants to Western Technology Investment to purchase stock in Virtuix. As of December 31, 2025, these warrants were exercisable for an aggregate of 178,712 shares of common stock of Virtuix, of which 128,646 at an exercise price of $2.332 per share and 50,066 at an exercise price of $2.996 per share.
Previous report
On August 25, 2025, we entered into a Securities Purchase Agreement with Streeterville, pursuant to which Virtuix issued the First Note in the principal amount of $2,220,000. The First Note includes an original issue discount of $200,000 and additional closing costs of $20,000. The First Note bears interest at a rate of 6% per annum, is secured by all assets of the Company, and matures nine months from the funding date. The Company received $2,000,000 in gross proceeds at closing. In addition, Streeterville received the Debt Financing Warrant. On October 30, 2025, we entered into a Securities Purchase Agreement with Streeterville, pursuant to which we issued (i) the Second Note in the principal amount of $560,000, bearing interest at 6% per annum and secured by substantially all of our assets and (ii) a common stock purchase warrant to purchase a number of shares of our Class A common stock equal to $1,000,000 divided by the reference price established in connection with our direct listing. The Second Note includes an original issue discount of $50,000 and additional closing costs of $10,000. The Company received $500,000 in gross proceeds at closing of the Second Note. On December 19, 2025, we entered into a Securities Purchase Agreement with Streeterville, pursuant to which we issued (i) the Third Note in the principal amount of $560,000, bearing interest at 6% per annum and secured by substantially all of our assets and (ii) a common stock purchase warrant to purchase a number of shares of our Class A common stock equal to $1,000,000 divided by the reference price established in connection with our direct listing. The Third Note includes an original issue discount of $50,000 and additional closing costs of $10,000. The Company received $500,000 in gross proceeds at closing of the Third Note.
Previous report
The Streeterville Notes are convertible into shares of common stock at a price equal to 85% of the reference price established in connection with the Company’s direct listing. The Streeterville Notes are our only secured debt. They contain customary events of default, including failure to make payments or deliver shares, and provide for increased interest and penalties in the event of default. The Streeterville Notes may be prepaid at a premium, subject to certain conditions, and are subject to ownership and selling limitations. The shares underlying the Streeterville Notes and warrants will be registered for resale in connection with our direct listing. Ten days following the date on which the Resale Registration Statement providing for the registration of shares issuable pursuant to the Equity Purchase Agreement is declared effective, the Streeterville Notes will automatically be exchanged for and applied to the purchase price of a pre-paid purchase under the Equity Purchase Agreement in an aggregate principal amount equal to the outstanding balance then due under the Streeterville Notes.
Previous report
Under applicable rules of the Nasdaq Stock Market, in no event may the Company issue more than the number of shares of its common stock which equals 19.99% of the pre-transaction common stock outstanding in a private transaction (the “Exchange Cap”) at a price less than the “Minimum Price” (as defined in the Nasdaq 5600 Series listing rules), unless the Company first obtains stockholder approval to issue shares of common stock in excess of the Exchange Cap in accordance with applicable Nasdaq listing rules. Furthermore, pursuant to the Debt Financing transaction documents, the Company must seek stockholder approval to exceed the Exchange Cap at its next annual or special meeting of stockholders. Accordingly, on January 21, 2026, the Company obtained stockholder approval to issue common stock, including the issuance of common stock upon conversion, exercise, or settlement of warrants, in an amount that may exceed 19.99% of the Company’s issued and outstanding common stock where the issue price is less than the Minimum Price.
Previous report
Proceeds from the Debt Financing were used to pay off existing indebtedness, including but not limited to retiring the Company’s only secured indebtedness outstanding prior to the Debt Financing, with the remaining proceeds used or to be used for working capital and general corporate purposes.
Previous report
On August 25, 2025, we entered into the Equity Purchase Agreement with Streeterville, pursuant to which Streeterville committed to purchase up to $50,000,000 of Class A common stock through one or more prepaid advances over a 24-month period. The initial advance of $8,000,000 (net of original issue discount) was funded at the closing of our direct listing, with subsequent advances subject to certain conditions, including minimum market capitalization, trading volume, and compliance with Nasdaq listing standards. Each advance includes an 8% original issue discount and bears interest at 6% per annum. Streeterville will also receive the Equity Financing Warrant. The conversion price for the advances is set at 120% of the reference price, with, subject to certain triggers, an alternate conversion price based on 90% of the lowest volume-weighted average price during the ten trading days prior to conversion, subject to a $2.00 price floor. The Equity Purchase Agreement includes customary events of default, selling and ownership limitations, Company covenants, and a prepayment option for the Company. The shares underlying the advances will be registered for resale following our direct listing. The shares underlying the warrants will be registered for resale in connection with our direct listing.
Previous report
We may request advances up to an aggregate of $50,000,000 over the term of the Equity Purchase Agreement; however, Streeterville’s obligation to fund advances is not solely at the discretion of the Company. Each advance is subject to a number of conditions, including that our market capitalization is at least $95,000,000 and both our 20-day and 60-day median and average daily trading volumes are at least $350,000 at the time of any request for a subsequent advance. Additional requirements include compliance with continued listing standards and an effective registration statement for the resale of shares issuable pursuant to the outstanding advances. If we fail to meet any of these conditions at the time of a request, Streeterville may decline to provide the requested funds. As a result, there is no assurance that we will be able to access the full $50,000,000 or any specific amount under the Equity Purchase Agreement, and our ability to request subsequent advances may be limited by market conditions, our performance, or other factors outside our control.
Previous report
In October and November 2025, we issued unsecured promissory notes (the “Second 2025 Notes”) to investors in a transaction exempt from registration under Section 4(a)(2) of the Securities Act, and Rule 506(b) promulgated under Regulation D for total proceeds of $1,500,000. The Second 2025 Notes bear principal equal to 110% of each investor’s cash investment, accrue simple interest at 6.0% per annum, and mature on March 31, 2026 (as extended by the Company, in its sole discretion, from December 31, 2025). At or before maturity, the Company may repay the full outstanding principal and interest in cash or convert that amount into Common Stock at a price equal to 85% of the NASDAQ valuation price of $8.75; beginning on the date of our direct listing and continuing until full repayment, the noteholder may likewise elect to convert outstanding indebtedness at the same conversion price. As of December 31, 2025, the principal amount of $1,650,000 remains outstanding.
Previous report
As of December 31, 2025, our current obligations include unsecured promissory notes due March 31, 2026, with an outstanding principal balance of $1,967,500 and accrued interest of approximately $400,000, an EIDL loan with a carrying amount of approximately $24,500 maturing in August 2050, secured promissory notes issued to Streeterville Capital, LLC, convertible into shares of our Class A common stock, with an outstanding principal balance of $3,340,000 and accrued interest of approximately $53,433, subordinated convertible promissory notes due March 31, 2026, with an outstanding principal balance of $1,650,000 (convertible into shares of our Class A common stock), current operating lease obligations totaling approximately $175,000, and outstanding gift card liabilities of approximately $448,000.
Previous report
Notwithstanding the foregoing, we believe that by pursuing a public listing, we will gain access to additional funding in the public capital markets, allowing us to scale marketing and production of Omni One and accelerate our revenue growth.
Previous report
On February 20, 2026, the U.S. Supreme Court ruled against the tariffs the Trump administration had imposed under the International Emergency Economic Powers Act (IEEPA). In response, the Trump administration signaled its intention to seek alternative mechanisms for imposing tariffs. Although we expect the U.S. government to maintain tariff rates at a higher level than was typical in the pre-Trump era, these recent developments indicate a trend toward downward pressure on tariff rates.
Previous report
As we detailed in our Prospectus, we have mitigated the potential impact of high tariffs on China-made goods by developing Taiwan as an alternative manufacturing location. We expect Taiwan and the U.S. to maintain friendly trade relations. Taiwan has earned favorable tariff treatment by increasing purchases of U.S. commodities and scaling up investments in America’s manufacturing sector. On January 15, 2026, the U.S. and Taiwan signed a new trade agreement lowering tariffs on Taiwan-made goods to 15%.
Previous report
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates under different assumptions or conditions. While there are a number of significant accounting policies affecting our consolidated financial statements, management believes the following critical accounting policies involve the most complex, difficult and subjective estimates and judgments.
Previous report
Emerging Growth Company Status
Previous report
Principles of Consolidation
Previous report
The accompanying consolidated financial statements include the accounts of Virtuix Holdings Inc. as well as its subsidiaries required to be consolidated under accounting principles generally accepted in the United States of America (“GAAP”). Significant intercompany accounts and transactions have been eliminated upon consolidation.
Previous report
Basis of Presentation
Previous report
The consolidated financial statements are presented using the accrual basis of accounting, in U.S. dollars which is the Company’s functional currency. Therefore, revenues are recognized when earned and expenses are recognized when incurred.
Previous report
The Company has adopted a fiscal year ending March 31 of each year.
Previous report
Management’s Estimates
Previous report
Preparing the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Previous report
Going Concern
Previous report
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
Previous report
The Company has not generated profits since inception and has incurred net losses of $6,892,302 and $12,024,068 for the nine months ended December 31, 2025 and 2024, respectively, and has accumulated deficits of $69,384,892 and $62,492,590 as of December 31, 2025 and March 31, 2025, respectively. These factors, when considered in conjunction with the Company’s working capital and liquid assets as of December 31, 2025, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued. Subsequent to December 31, 2025, the Company raised additional capital that has improved liquidity and is expected to mitigate the conditions that gave rise to this substantial doubt.
Previous report
Management has taken several actions to ensure that the Company will continue as a going concern for the next twelve months from the date the consolidated financial statements are available to be issued:
Previous report
No assurance can be given that these efforts will be successful. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Showing the first 40 of 93 passages. Open the source sections for the rest.
Reworded paragraphs (27)
Previous wording
Virtuix pioneers movement in AI-generated worlds, whether imaginary or real, through the development of omni-directional treadmills that enable natural locomotion within VR games, digital twins, and other applications. Since our founding in 2013, we have introduced three generations of products to market, generating over $20 million in cumulative sales. Our flagship product, Omni One, represents a breakthrough in home entertainment, combining full-body movement with immersive VR gaming and fitness. We operate a vertically integrated business across product design, game development, manufacturing, and distribution, with a focus on three key markets: consumer, enterprise, and defense.
Current wording
We believe Virtuix is a leader in AI-driven, full-body simulation for immersive entertainment, defense training, and enterprise applications. We pioneer movement in AI-generated worlds, whether imaginary or real, through the development of omni-directional treadmills that let users walk and run in 360 degrees without boundaries. Our flagship product, Omni One, represents a breakthrough in natural locomotion, enabling full freedom of movement, including crouching, kneeling, and jumping, in every direction within a small footprint. We operate a vertically integrated business across product design, manufacturing, content and simulation development, and distribution, with a focus on three key markets: consumer, enterprise, and defense.
Previous wording
Our earlier products, Omni Pro and Omni Arena, established our footprint in commercial VR. We’ve sold more than 4,000 Omni Pro systems for enterprise, installed 80 Omni Arena systems at entertainment venues in the U.S., and built an Omni Arena player base of over 500,000 players who signed up with an email address to play. Omni One, our most recent product, is designed for the home consumer and supports full freedom of movement, including crouching, kneeling, and jumping, within popular VR games. In addition, we sell a version of Omni One for enterprise markets and, in parallel, we are developing VTW, a multi-user mission planning system targeted at the defense market.
Current wording
Our earlier products, Omni Pro and Omni Arena, established our footprint in commercial entertainment. We’ve sold more than 4,000 Omni Pro systems for enterprise, installed 80 Omni Arena systems at entertainment venues in the U.S., and built an Omni Arena player base of over 500,000 players who signed up with an email address to play. Omni One, our most recent product, was designed for the home consumer and supports full freedom of movement within popular virtual reality games. We also sell a version of Omni One for enterprise markets and, in parallel, we are developing immersive training systems for the defense market, including Virtual Terrain Walk (“VTW”), an AI-driven, multi-user simulation system for mission planning and leader rehearsals.
Previous wording
We target a gross margin of 40% on hardware sales of Omni One, Omni One Core, and second-hand Omni Arena systems, and 70% gross margin on Omni One Enterprise hardware sales. Recurring revenue from Omni Online, game sales, Omni Care, and Omniverse Credits provide high-margin, predictable cash flows that recur after initial hardware sales.
Current wording
We target a gross margin of 40% on hardware sales of Omni One and second-hand Omni Arena systems, and 70% gross margin on Omni One Enterprise hardware sales. Recurring revenue from Omni Online, game sales, Omni Care, and Omniverse Credits provide high-margin, predictable cash flows that recur after initial hardware sales.
Previous wording
Since inception, we have operated at a loss, with revenues of $2,980,765 and $2,110,889 for the nine months ended December 31, 2025 and 2024, respectively, and $963,817 and $1,264,122 for the three months ended December 31, 2025 and 2024, respectively. Our net losses were $(6,892,302) and $(12,024,068) for the nine months ended December 31, 2025 and 2024, respectively, and $(2,730,944) and $(1,970,613) for the three months ended December 31, 2025 and 2024, respectively. We anticipate continued operating losses as we pursue market penetration and revenue growth in 2026.
Current wording
Since inception, we have operated at a loss, with revenues of $767,300 and $1,032,136 for the three months ended June 30, 2026 and 2025, respectively. Our net losses were $(7,170,566) and $(2,307,155) for the three months ended June 30, 2026 and 2025, respectively. We anticipate continued operating losses as we pursue market penetration and revenue growth in fiscal year 2027.
Previous wording
VTW is still in development. We presented a proof-of-concept of VTW to potential customers at the I/ITSEC conference in Orlando, Florida, in December 2025, and we already sold Omni One test units to the U.S. Air Force Academy, YokoWERX (the innovation cell at Yokota Air Force Base), and the U.S. Military Academy at West Point. However, we expect that meaningful sales of VTW in the defense sector may not materialize until fiscal year 2027 at the earliest. Despite the long sales cycle for penetrating the defense market, we believe that VTW will retain a strong competitive moat because of our expansive omni-directional treadmill patent portfolio, our position as a U.S. company, and the inherent barriers to entry for defense applications that competitors will face, including multi-year procurement cycles and high switching costs. To sell VTW, we will need to comply with certain requirements and regulations to qualify for government contracts or awards, depending on the type of contract or award, including but not limited to compliance with the FAR and DFARS, Export Administration Regulations, cybersecurity regulations, and requirements and restrictions related to the secure sourcing of components, including the Buy American Act and Berry Amendment. For additional information, see “Risk Factors*— Our business with governmental entities will be subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto*” of our Prospectus dated January 26, 2026. The development of VTW is part of our already ongoing R&D efforts and expenditures, and we do not foresee a meaningful increase in operational costs resulting from VTW.
Current wording
Our technology is getting early traction in the defense market. Over the last year, we sold Omni One test units to the U.S. Marine Corps, the U.S. Air Force Academy, the U.S. Military Academy at West Point, and the Air National Guard. We also got selected for Phase 1 SBIR Funding by the U.S. Air Force to advance the development of VTW, we got assigned to be the lead integrator on the development of a virtual infantry training system by the U.S. Marine Corps Training and Education Command (TECOM), we signed a development agreement with the U.S. Navy, and we integrated Omni One in a Counter-UAS training system developed for evaluation by the U.S. Marine Corps. However, we expect that meaningful sales in the defense sector may not materialize until fiscal year 2028 at the earliest. Despite the long sales cycle for penetrating the defense market, we believe that our simulation systems will retain a strong competitive moat because of our expansive omni-directional treadmill patent portfolio, our position as a U.S. company, and the inherent barriers to entry for defense applications that competitors will face, including multi-year procurement cycles and high switching costs. To sell to defense customers, we will need to comply with certain requirements and regulations to qualify for government contracts or awards, depending on the type of contract or award, including but not limited to compliance with the FAR and DFARS, Export Administration Regulations, cybersecurity regulations, and requirements and restrictions related to the secure sourcing of components, including the Buy American Act and Berry Amendment. For additional information, see “Risk Factors*— Our business with governmental entities will be subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto*” of our Prospectus dated January 26, 2026.
Previous wording
Our path to profitability relies on scaling Omni One sales at an acceptable CAC and on gaining adoption of VTW for immersive mission planning in the defense sector. Although we believe that our plans are realistic, there is no guarantee that we will be able to scale Omni One sales or find product-market fit in the defense sector.
Current wording
Our path to profitability relies on scaling Omni One sales at an acceptable customer acquisition cost and on gaining adoption in the defense sector. Although we believe that our plans are realistic, there is no guarantee that we will be able to scale Omni One sales or find product-market fit in the defense sector.
Previous wording
We believe Virtuix is well placed at the intersection of immersive gaming, fitness, and enterprise VR, and at the leading edge of the development of hyper-realistic digital twins of the real world through Gaussian splatting and other AI-driven 3D reconstruction technologies. In a world where AI is used to rapidly generate realistic virtual environments, whether imaginary game worlds or digital twins of the real world, we pioneer the technology and products for physically moving around in these virtual environments. We believe we are positioned to help define the next decade of VR advancements and be a leader in immersive gaming and simulation.
Current wording
We believe Virtuix is at the leading edge of immersive entertainment, enterprise training, defense simulation, and the development of hyper-realistic digital twins of the real world through Gaussian splatting and other AI-driven 3D reconstruction technologies. In a world where AI is used to rapidly generate realistic virtual environments, whether imaginary game worlds or digital twins of the real world, we pioneer the technology and products for physically moving around in these virtual environments. We believe we are positioned to help define the next decade of XR advancements and be a leader in immersive gaming and simulation.
Previous wording
This section includes a summary of our historical results of operations, including detailed comparisons of our results for the three and nine months ended December 31, 2025 and 2024. We have derived the three and nine month data from our financial statements included elsewhere in this Report.
Current wording
This section includes a summary of our historical results of operations, including detailed comparisons of our results for the three months ended June 30, 2026 and 2025. We have derived the three month data from our financial statements included elsewhere in this Report.
Previous wording
Net sales for the three months ended December 31, 2025, were $963,817, a 24% decrease from sales of $1,264,122 for the three months ended December 31, 2024. This decrease is primarily attributable to the fulfillment of a large backlog of Omni One preorders, accumulated since the start of the preorder period in August 2023, during the three months ended December 31, 2024, whereas revenues in the three months ended December 31, 2025 result from sales to newly acquired customers, including resulting from a strong 2025 holiday season. New orders for Omni One and Omni One Core systems increased 60% in December 2025 compared to unit orders placed in December 2024.
Current wording
Sales for the three months ended June 30, 2026, were $767,300, a 26% decrease from sales of $1,032,136 for the three months ended June 30, 2025. This decrease is primarily attributable to the fulfillment of the final batch of the large backlog of Omni One orders accumulated since the start of the preorder period in August 2023, during the three months ended June 30, 2025, whereas revenues in the three months ended June 30, 2026 resulted from sales to newly acquired customers. New orders for Omni One systems increased 72% in the three months ended June 30, 2026 compared to unit orders placed in the three months ended June 30, 2025. Following the launch of Omni One for Quest in June 2026, new orders for Omni One systems increased by a factor of 2.5x compared to the same period last year.
Previous wording
Cost of goods sold in the three months ended December 31, 2025 was $674,396, a decrease of $609,144 from cost of goods sold of $1,283,540 in the three months ended December 31, 2024. The decrease was primarily attributable to lower revenues during the current period compared to the prior period that included shipments of a large backlog of Omni One preorders. Additionally, the manufacturing overhead costs allocated per unit were lower in the 2025 period due to consistently higher production in the 2025 period compared to the production ramp-up period in 2024.
Current wording
Cost of goods sold in the three months ended June 30, 2026 was $540,142, a decrease of $315,917 from cost of goods sold of $856,059 in the three months ended June 30, 2025. The decrease was primarily attributable to lower revenues during the current period compared to the prior period that included shipments of a large backlog of Omni One preorders.
Previous wording
Gross profit in the three months ended December 31, 2025 increased by $308,839 compared to gross loss in the three months ended December 31, 2024, and gross margin as a percentage of revenues increased to 30% in the three months ended December 31, 2025 from -2% in the three months ended December 31, 2024. This increase in gross margin was the result of an increase in the selling price of the complete Omni One system from $2,595 to $3,495 plus shipping, effective since November 2024. The majority of Omni One revenue in the three months ended December 31, 2024 were for prepaid units sold at the lower price point, as well as delivery of discounted units to equity crowdfunding investors.
Current wording
Gross profit in the three months ended June 30, 2026 was $227,158, an increase of $51,081, or 29%, compared to gross profit of $176,077 in the three months ended June 30, 2025. Gross margin as a percentage of revenues increased to 30% in the three months ended June 30, 2026 from 17% in the three months ended June 30, 2025. Omni One revenue in the three months ended June 30, 2025 included deliveries of prepaid units sold at a lower price point in prior quarters.
Previous wording
Operating expenses consist of general and administrative expenses, which are primarily salaries, professional fees, and expenses related to the administrative functions of the Company, research and development expenses, which consist primarily of product development costs and salaries, and sales and marketing expenses, which represent advertising and other marketing costs, as well as the associated personnel costs.
Current wording
Operating expenses consist of general and administrative expenses, which are primarily salaries, professional fees, and expenses related to investor relations and the administrative functions of the Company, research and development expenses, which consist primarily of product development costs and salaries, and sales and marketing expenses, which represent advertising and other marketing costs, as well as the associated personnel costs.
Previous wording
Total operating expenses increased to $2,132,565 in the three months ended December 31, 2025, from $1,815,540 in the three months ended December 31, 2024.
Current wording
Total operating expenses increased to $4,129,131 in the three months ended June 30, 2026, from $2,217,766 in the three months ended June 30, 2025.
Previous wording
As a result of the foregoing, net loss for the three months ended December 31, 2025 was $(2,730,944) compared to $(1,970,613) for the three months ended December 31, 2024, representing an increase in net loss of $760,331. Although gross profit increased significantly during the 2025 period, the improvement in gross profit was offset by higher interest expense and amortization of debt discount associated primarily with the Streeterville notes, and higher advertising expenditures, resulting in a higher net loss despite underlying improvement in gross profitability.
Current wording
As a result of the foregoing, net loss for the three months ended June 30, 2026 was $(7,170,566) compared to $(2,307,155) for the three months ended June 30, 2025, representing an increase in net loss of $4,863,411. Although gross profit increased during the 2026 period, the improvement in gross profit was offset by higher non-cash expenses such as amortization of debt discount, warrant modification expenses, loss on debt extinguishment, and stock compensation expenses, as well as higher professional services expenses related to operating as a publicly traded company, resulting in a higher net loss despite underlying improvement in gross profitability.
Previous wording
Adjusted EBITDA is a non-GAAP financial measure that we use to evaluate our operating performance. Adjusted EBITDA represents net income (loss), adjusted to exclude: (i) provision for (benefit from) income taxes, (ii) interest expense, net, (iii) depreciation and amortization, (iv) stock-based compensation expense, and (v) loss on extinguishment of debt.
Current wording
Adjusted EBITDA is a non-GAAP financial measure that we use to evaluate our operating performance. Adjusted EBITDA represents net income (loss), adjusted to exclude: (i) provision for (benefit from) income taxes, (ii) interest expense, net, (iii) depreciation and amortization, (iv) stock-based compensation expense, (v) financing expense, (vi) loss on extinguishment of debt, and (vii) gains or losses from changes in the fair value of financial instruments.
Previous wording
We believe Adjusted EBITDA is useful to investors because it provides a supplemental measure of our operating cash flow by excluding non-cash expenses and other items that may not be indicative of our core operating results or that may vary significantly from period to period. For the periods presented, such non-cash items include amortization of debt discount, depreciation and amortization, and stock-based compensation expense, which can significantly impact reported net loss but does not impact our cash flow. However, Adjusted EBITDA has limitations and should not be considered in isolation or as a substitute for financial information prepared in accordance with GAAP. These limitations include the following:
Current wording
We believe Adjusted EBITDA is useful to investors because it provides a supplemental measure of our operating performance by excluding non-cash expenses and other items that may not be indicative of our core operating results or that may vary significantly from period to period. For the periods presented, such non-cash items include amortization of debt discount, depreciation and amortization, stock-based compensation expense, and changes in the fair value of financial instruments, which can significantly impact reported net loss but does not impact our cash flow. However, Adjusted EBITDA has limitations and should not be considered in isolation or as a substitute for financial information prepared in accordance with GAAP. These limitations include the following:
Previous wording
As of December 31, 2025 and March 31, 2025, the Company had cash on hand of $1,074,638 and $477,908, respectively. Since its inception, the Company has incurred net losses and funded its operations primarily through the issuance of equity securities. As of December 31, 2025 and March 31, 2025, the Company had a total stockholders’ deficit of $(2,952,826) and $(794,035), respectively. The Company has incurred recurring losses from operations, and as of December 31, 2025 and March 31, 2025, had an accumulated deficit of $(69,384,892) and $(62,492,590), respectively.
Current wording
As of June 30, 2026 and March 31, 2026, the Company had cash on hand of $7,443,869 and $9,471,288, respectively. Since its inception, the Company has incurred net losses and funded its operations primarily through the issuance of equity securities. As of June 30, 2026 and March 31, 2026, the Company had a total stockholders’ deficit of $(3,080,495) and a total stockholders’ equity of $1,096,752, respectively. The Company has incurred recurring losses from operations, and as of June 30, 2026 and March 31, 2026, had an accumulated deficit of $(86,517,001) and $(79,346,435), respectively.
Previous wording
The Company’s continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. The Company has developed plans to raise funds and continues to pursue sources of funding that management believes, if successful, would be sufficient to support the Company’s operation and growth. As discussed in the Subsequent Events section of the Notes to the Consolidated Financial Statements, the Company has successfully executed several sources of funding in January and February 2026. On January 27, 2026, in connection with the August 25, 2025 Securities Purchase Agreement with Streeterville, the initial advance of $8,000,000 (net of original issue discount) was funded at the closing of the Company’s direct listing. Streeterville has also exercised 257,500 warrants during this period, resulting in proceeds to the Company of $2,253,125, and Western Technologies Investments has exercised 334,961 warrants, resulting in proceeds to the Company of $300,002. Additionally, certain holders of the Second 2025 Notes have exercised their conversion right, resulting in a principal reduction of approximately $715,000.
Current wording
The Company’s continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. The Company has developed plans to raise funds and continues to pursue sources of funding that management believes, if successful, would be sufficient to support the Company’s operation and growth. As discussed in the Subsequent Events section of the Notes to the Consolidated Financial Statements, the Company has successfully executed sources of funding and debt conversions in July 2026. Streeterville has exercised 455,500 warrants during this period, resulting in proceeds to the Company of $1,181,250. Additionally, outstanding notes with a principal amount of $67,389 were converted to shares of the Company’s Class A common stock.
Previous wording
During the nine months ended December 31, 2024, the Company raised the following proceeds from financing activities:
Current wording
During the three months ended June 30, 2026, the Company raised the following proceeds from financing activities:
Previous wording
We anticipate incurring additional losses for the foreseeable future, and we may never become profitable. Furthermore, while we have decreased our operating expenses by reducing our personnel following the launch of Omni One, we nevertheless expect expenses to increase in connection with scaling sales, marketing, and production of Omni One, and in connection with being a public company. As of the date of this filing, following (i) the funding of the initial $8,000,000 advance from Streeterville related to our direct listing, (ii) proceeds of $3,138,125 from Streeterville warrant exercises, (iii) proceeds of $300,002 from Western Technology Investments warrant exercises, and (iv) a reduction of debt principal of $715,000 resulting from the conversion by certain holders of the Second 2025 Notes, and assuming a refinancing of the 2024 Notes and the payoff of the Second 2025 Notes due March 31, 2026, we estimate we’ll have the resources to conduct our planned operations for at least 9 months. To continue as a going concern and execute our operating plan for the next 12 months, we estimate we’ll require additional funding of approximately $2,000,000. We are evaluating financing alternatives for the 2024 Notes, which may include exchanges of a portion of the outstanding notes for equity or equity-linked securities. We have not entered into any definitive agreements, and there can be no assurance that any such transaction will be completed on favorable terms, or at all. Any such transaction could result in dilution to existing stockholders.
Current wording
We anticipate incurring additional losses for the foreseeable future, and we may never become profitable.
Previous wording
The following table summarizes our cash flows from operating, investing, and financing activities for the nine months ended December 31, 2025 and December 31, 2024:
Current wording
The following table summarizes our cash flows from operating, investing, and financing activities for the three months ended June 30, 2026 and June 30, 2025:
Previous wording
Our products are currently manufactured primarily in China and imported into the United States. U.S. import tariff rates, which under the two Trump administrations fluctuated widely, have potential to materially impact our financial results by reducing our profit margins or forcing us to raise selling prices to the consumer, which could in turn depress demand. We consider the materiality threshold to be any tariff level that exceeds 30% and remains elevated for a sustained period. For additional information, see “Risk Factors — Unfavorable global economic and political conditions, including tariffs and trade barriers, could adversely affect our business, financial condition or results of operations” of our Prospectus dated January 26, 2026.
Current wording
Our products are currently manufactured primarily in China and imported into the United States. U.S. import tariff rates have fluctuated significantly in recent years and have the potential to materially impact our financial results by reducing our profit margins or requiring us to raise consumer selling prices, which could in turn depress demand. We consider the materiality threshold to be any tariff level that exceeds 30% and remains elevated for a sustained period. For additional information, see “Risk Factors — Unfavorable global economic and political conditions, including tariffs and trade barriers, could adversely affect our business, financial condition or results of operations” of our Prospectus dated January 26, 2026.
Previous wording
In January 2023, we opened a wholly owned Taiwan subsidiary named Virtuix Manufacturing Taiwan Ltd. and began outsourcing some Omni One materials to Taiwanese factories. If import tariffs on goods from China were to exceed the materiality threshold for a sustained period, we can expand our Taiwan manufacturing program by assembling the entire Omni One product in Taiwan.
Current wording
In January 2023, we opened a wholly owned Taiwan subsidiary named Virtuix Manufacturing Taiwan Ltd. and began outsourcing some Omni One materials to Taiwanese factories. If import tariffs on goods from China were to exceed the materiality threshold for a sustained period, we can expand our Taiwan manufacturing program by assembling the entire Omni One product in Taiwan. There can be no assurance, however, that tariff mitigation strategies, including geographic diversification, will fully offset the impact of new or increased tariffs, or that the current tariff framework applicable to Taiwanese goods will remain in effect.
Previous wording
We are an “emerging growth company,” as defined in the Jump Start Our Business Startups Act of 2012 (“JOBS Act”). The status of “emerging growth company” enables us to invest more in research & development and customer acquisition rather than compliance overhead. As an emerging growth company, we are eligible to take advantage of certain exemptions from various reporting and disclosure requirements that are applicable to public companies that are not emerging growth companies, and we have elected to take advantage of those exemptions. For so long as we remain an emerging growth company, we will not be required to:
Current wording
We are an “emerging growth company,” as defined in the JumpStart Our Business Startups Act of 2012 (“JOBS Act”). The status of “emerging growth company” enables us to invest more in research & development and customer acquisition rather than compliance overhead. As an emerging growth company, we are eligible to take advantage of certain exemptions from various reporting and disclosure requirements that are applicable to public companies that are not emerging growth companies, and we have elected to take advantage of those exemptions. For so long as we remain an emerging growth company, we will not be required to:
Previous wording
We will remain an emerging growth company for up to five years, or until the earliest of: (i) the last date of the fiscal year during which we had total annual gross revenues of $1.07 billion or more; (ii) the date on which we have, during the previous three-year period, issued more than $1.07 billion in non-convertible debt; or (iii) the date on which we are deemed to be a “large accelerated filer” as defined under Rule 12b-2 under the Exchange Act.
Current wording
We will remain an emerging growth company for up to five years, or until the earliest of: (i) the last date of the fiscal year during which we had total annual gross revenues of $1.235 billion or more; (ii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or (iii) the date on which we are deemed to be a “large accelerated filer” as defined under Rule 12b-2 under the Exchange Act.
Previous wording
We have not utilized any derivative financial instruments such as futures contracts, options and swaps, forward foreign exchange contracts or interest rate swaps and futures. We believe that adequate controls are in place to monitor any hedging activities, if they were to occur in the future. We do not intend to hedge any existing or future borrowings and, consequently, we do not expect to be affected by changes in market interest rates. We do currently have sales and own assets and operate facilities in countries outside the United States and, consequently, we may be affected by foreign currency fluctuations or exchange rate changes.
Current wording
We have not utilized any derivative financial instruments for hedging purposes such as futures contracts, options and swaps, forward foreign exchange contracts or interest rate swaps and futures. We believe that adequate controls are in place to monitor any hedging activities, if they were to occur in the future. We do not intend to hedge any existing or future borrowings and, consequently, we do not expect to be affected by changes in market interest rates. We do currently have sales and own assets and operate facilities in countries outside the United States and, consequently, we may be affected by foreign currency fluctuations or exchange rate changes.
Previous wording
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States, or GAAP. Under standards established by the Public Company Accounting Oversight Board, or PCAOB, a deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or personnel, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. The PCAOB defines a material weakness as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.
Current wording
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. Under standards established by the Public Company Accounting Oversight Board, or PCAOB, a deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or personnel, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. The PCAOB defines a material weakness as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
The following table summarizes our revenue by product line:
Previous report — wording carried elsewhere
Cost of goods sold primarily consists of material costs and shipping costs of Omni One and Omni Arena.
Previous report — wording carried elsewhere
Operating expenses consist of general and administrative expenses, which are primarily salaries, professional fees, and expenses related to the administrative functions of the Company, research and development expenses, which consist primarily of product development costs and salaries, and sales and marketing expenses, which represent advertising and other marketing costs, as well as the associated personnel costs.
Previous report — wording carried elsewhere
During the nine months ended December 31, 2025, the Company raised the following additional proceeds from financing activities:
Previous report — wording carried elsewhere
We are an “emerging growth company,” as defined in the Jump Start Our Business Startups Act of 2012 (“JOBS Act”). Under Section 107 of the JOBS Act, emerging growth companies are permitted to use an extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards that have different effective dates for public and private companies. We have elected to use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company, or (ii) affirmatively and irrevocably opt out of the extended transition period provided in Section 7(a)(2)(B). By electing to extend the transition period for complying with new or revised accounting standards, our financial statements may not be comparable to the financial statements of companies that comply with public company effective dates.