Virtuix Holdings Inc. registers resale by selling stockholders of up to 25,307,961 shares of Class A common stock pursuant to this prospectus, including up to 25,000,000 shares issuable to Streeterville Capital, LLC. The prospectus states the Company will not receive proceeds from resales and includes a May 7, 2026 reference price of $3.97 per share.
The registration covers shares issued or issuable to three selling holders and describes an associated Pre-Paid Purchase equity financing arrangement with Streeterville that contemplates up to $50,000,000 of prepaid advances and related warrants, subject to ownership limits including a 9.99% beneficial ownership cap and Nasdaq rule constraints.
Virtuix Holdings Inc. has filed an S-1 registering up to 25,307,961 shares of Class A common stock for resale by existing selling stockholders, not for sale by the company, so Virtuix will not receive proceeds from these resales. The bulk of these shares, up to 25,000,000, are issuable to Streeterville Capital under a prepaid equity financing facility of up to $50,000,000. Virtuix develops “Omni” omni-directional VR treadmills and has generated over $20 million in cumulative sales, including over $4 million from the first 1,800 Omni One units shipped by September 2025. The company is an emerging growth, smaller reporting, and controlled company and highlights significant risks, including continued losses, supply chain concentration in China and Taiwan, competitive VR markets, and extensive regulatory and data-privacy obligations.
Virtuix Holdings Inc. director and Chief Executive Officer Jan Roger Goetgeluk sold 20,279 shares of Class A common stock in an open-market transaction at $3.58 per share on May 6, 2026. After this sale, he directly holds 4,000,000 shares. The transaction was executed under a pre-arranged Rule 10b5-1 trading plan adopted before the company’s direct listing, indicating the sale was scheduled in advance rather than timed discretionarily.
Virtuix Holdings Inc. reported two business updates tied to its defense training strategy. The company is working with the U.S. Marine Corps Training and Education Command, through strategic partner KBR, as lead integrator for an operational assessment of a multi-user virtual infantry training system using four Omni One treadmills and representative weapons.
Delivery of this training system to TECOM is expected in the fourth calendar quarter of this year, with potential expansion to Marine Corps training centers if successful. Separately, the Board formed a special committee to evaluate acquisitions in the defense training and simulation industry, focusing on targets that offer government contract vehicles and recurring defense revenues in the $10M-$50M range.
The company states it is prioritizing acquisitions it believes can accelerate its revenue scale in 2026, strengthen AI-driven immersive training capabilities, and enhance access to larger multi-year government contracts. Management plans to discuss recent commercial developments and acquisition strategy in an investor webinar on May 8, 2026 at 11:00am ET.
Virtuix Holdings Inc. Chief Executive Officer and director Jan Roger Goetgeluk reported open-market sales of Class A common stock on two consecutive days. He sold 24,177 shares at $3.50 per share on May 4, 2026 and 77,432 shares at $4.04 per share on May 5, 2026.
After these transactions, he directly holds 4,020,279 shares of Class A common stock. Both sales were executed under a pre-arranged Rule 10b5-1 trading plan that he adopted prior to the company’s direct listing.
Virtuix Holdings Inc. director and Chief Executive Officer Jan Roger Goetgeluk reported open-market sales of Class A common stock under a pre-arranged Rule 10b5-1 trading plan adopted prior to the company’s direct listing. He sold 18,696 shares on April 29, 2026 at $3.32 per share and 13,563 shares on April 30, 2026 at $3.40 per share, totaling 32,259 shares. Following these transactions, he directly holds 4,121,888 shares of Class A common stock, indicating these sales represent a small portion of his overall stake.
Virtuix Holdings Inc. filed an 8-K highlighting two business updates. First, its Omni One VR platform has been integrated into a Forward Arming and Refueling Point training simulator developed by Vigilante for evaluation by the U.S. Marine Corps Training and Education Command, adding full-body movement to mission-critical military training. Second, Virtuix received a Notice of Allowance from the U.S. Patent and Trademark Office for its 26th U.S. patent, covering mechanical design innovations in its latest Omni One omni-directional treadmill. The company now holds 26 U.S. patents with five more pending, supporting its positioning in gaming, enterprise, and defense markets.
Vanguard Capital Management reported beneficial ownership of 1,453,952 shares of Virtuix Holdings Inc common stock, representing 5.31% of the class. The filing states Vanguard has sole dispositive power over the 1,453,952 shares and sole voting power for 137,041 shares. The statement attributes holdings to Vanguard Capital Management and affiliated investment divisions and indicates those holdings include securities held by Vanguard funds and managed accounts.
Virtuix Holdings Inc. director and Chief Executive Officer Jan Roger Goetgeluk reported open-market sales of Class A common stock over two consecutive days. He sold 28,696 shares at $3.69 per share on April 27 and 15,899 shares at $3.52 per share on April 28.
Both transactions were executed under a pre-arranged Rule 10b5-1 trading plan adopted before the company’s direct listing. Following these sales, Goetgeluk continues to hold 4,154,147 shares of Virtuix Class A common stock directly.