Virtuix Holdings Inc. Class A Common Stock

Virtuix Holdings Inc. executed a material debt restructuring via the Exchange Agreement dated March 31, 2026, swapping maturing 2024 Subordinated Promissory Notes held by Streeterville Capital, LLC for a new Exchange Note. This transaction significantly improves the company's near-term liquidity by eliminating the March 31, 2026 maturity cliff and slashing the interest burden from 18% to 6% per annum, providing substantial interest savings over the extended term to July 1, 2027. The Exchange Note's $2.68 million initial principal incorporates a $242,883 OID and $10,000 for transaction costs, fully earned upfront, with no new cash infusion to the company. Streeterville gains flexible redemption rights, including up to $111,738 monthly starting July 2026 and limited price-triggered redemptions, introducing structured repayment pressure but on more favorable terms than the prior notes. The subsidiary guaranty by Virtuix Inc. strengthens creditor protections. Customary covenants impose operational discipline, restricting liens, debt/equity raises, and requiring SEC compliance and listing maintenance, while trigger events and defaults enable acceleration with penalties. The Section 3(a)(9) exchange structure preserves Rule 144 tacking benefits from prior note issuance dates (July-December 2024), facilitating potential future resale. Overall, this refinancing averts immediate default risk, extends runway, and lowers costs, though redemption features and covenants limit financial flexibility.