Material Agreement, Financial Obligation (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On March 31, 2026, Virtuix Holdings Inc. (the "Company") entered into an Exchange Agreement (the "Exchange Agreement") with Streeterville Capital, LLC, a Utah limited liability company ("Streeterville"). Pursuant to the Exchange Agreement, Streeterville, acquired from prior investors certain of the Company's outstanding 2024 Subordinated Promissory Notes bearing interest at a rate of 18% per annum and maturing on March 31, 2026, listed on Schedule 1 to the Exchange Agreement (as amended, assigned, supplemented or otherwise modified prior to March 31, 2026, the "Prior Notes") and exchanged the Prior Notes for a new promissory note in the original principal amount of $2,681,718.42 (the "Exchange Note"). Other than the exchange of the Prior Notes, Streeterville provided no additional consideration in connection with the exchange. The Exchange Agreement provides that the exchange is intended to qualify under Section 3(a)(9) of the Securities Act of 1933, as amended.

The Exchange Note bears interest at a rate of 6% per annum, compounded daily, from March 31, 2026 until paid in full, and matures on July 1, 2027. The Exchange Note contains an original issue discount of $242,883.49 and includes $10,000 for Streeterville's transaction expenses, each of which is included in the initial principal balance and deemed fully earned as of March 31, 2026. Beginning July 1, 2026, Streeterville has the right, in its sole discretion, to require monthly redemptions up to $111,738.27 per month, within two trading days of notice. The Exchange Note also provides a limited redemption feature tied to specified trading-price conditions.

The Company's obligations under the Exchange Note are guaranteed by Virtuix Inc., a Delaware corporation and a subsidiary of the Company, pursuant to a guaranty referenced in the Exchange Agreement (filed as Exhibit 10.3 to this Current Report on Form 8-K). The Exchange Documents (as defined in the Exchange Agreement) include customary affirmative and negative covenants, including, among others, covenants relating to timely SEC reporting, maintenance of listing, restrictions on liens other than permitted liens, limitations on certain debt and equity issuances, notice of litigation, and restrictions on transfers or issuances of equity of Virtuix Inc. The Exchange Note includes customary trigger events, events of default and remedies, including the right to accelerate the obligations and a Mandatory Default Amount (as defined in the Exchange Note) following the application of the Trigger Effect (as defined in the Exchange Note). The Exchange Agreement contains Utah governing-law and dispute-resolution provisions, including arbitration arrangements, and customary representations, warranties, conditions to closing and other terms.

For purposes of Rule 144, the Exchange Note is deemed to have been issued on December 10, 2024, and the Company acknowledges that the holding period for the Exchange Note includes the holding periods of the Prior Notes from their respective original issuance dates, as set forth in the Exchange Agreement.

The foregoing description of the Exchange Agreement, the Exchange Note and the Guaranty does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, the Exchange Note, and the Guaranty which are filed as Exhibits 10.1, 10.2 and 10.3 respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.