UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-43067

Virtuix Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware		46-4371395
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

11500 Metric Blvd, Suite 430 Austin, TX		78758
(Address of principal executive offices)		(Zip Code)

(512) 947-9029

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.001 per share		VTIX		The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of March 6, 2026, the registrant had a total of 27,349,447 Class A common stock, $0.001 par value, issued and outstanding and 4,500,000 Class B common stock, $0.001 par value, issued and outstanding.

VIRTUIX HOLDINGS INC.

INDEX TO FORM 10-Q

		Page #
PART I - FINANCIAL INFORMATION		1
Item 1. Interim Financial Statements		1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		27
Item 3. Quantitative and Qualitative Disclosures About Market Risk		44
Item 4. Evaluation of Disclosure Controls and Procedures		44

PART II - OTHER INFORMATION		45
Item 1. Legal Proceedings		45
Item 1A. Risk Factors		45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		45
Item 3. Defaults Upon Senior Securities		45
Item 4. Mine Safety Disclosure		45
Item 5. Other Information		45
Item 6. Exhibits		46

SIGNATURES		47

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical facts, including statements regarding our future results of operations and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” of our Prospectus dated January 26, 2026 and in any subsequent filing we make with the SEC, as well as in any documents incorporated by reference that describe risks and factors that could cause results to differ materially from those projected in these forward-looking statements.

Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements or events and circumstances reflected in the forward-looking statements will occur. We are under no duty to update any of these forward-looking statements after completion of this Quarterly Report on Form 10-Q to conform these statements to actual results or revised expectations.

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

VIRTUIX HOLDINGS INC.

INDEX TO FINANCIAL STATEMENTS

		Page
Financial Statements:
Condensed Consolidated Balance Sheets as of December 31, 2025 (Unaudited) and March 31, 2025		2
Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2025 and 2024		4
Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the three and nine months ended December 31, 2025 and 2024 (Unaudited)		5
Condensed Consolidated Statement of Cash Flows for the nine months ended December 31, 2025, and 2024		7
Notes to the Condensed Consolidated Financial Statements (Unaudited)		9

VIRTUIX HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2025 AND MARCH 31, 2025

ASSETS
	December 31, 2025 (unaudited)			March 31, 2025
CURRENT ASSETS
Cash and cash equivalents	$	1,074,638		$	477,908
Receivables, net of allowance for credit losses		215,905			125,672
Inventory		1,380,265			1,456,249
Prepaids and other current assets		735,908			306,153
TOTAL CURRENT ASSETS		3,406,716			2,365,982

NONCURRENT ASSETS
Property and equipment		1,406,973			1,321,931
Less: accumulated depreciation		(988,351	)		(857,028	)
Net property and equipment		418,622			464,903

Intangibles		2,794,251			2,792,059
Less: accumulated amortization		(1,146,120	)		(810,356	)
Net intangibles		1,648,131			1,981,703
Investment in joint venture		40,619			40,689
Other assets		125,983			86,258
Right-of-use asset operating		715,603			835,488
TOTAL NONCURRENT ASSETS		2,948,958			3,409,041

TOTAL ASSETS	$	6,355,674		$	5,775,023

The accompanying notes are an integral part of these consolidated financial statements.

VIRTUIX HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2025 AND MARCH 31, 2025

LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
	December 31, 2025 (unaudited)			March 31, 2025
CURRENT LIABILITIES
Accounts payable	$	1,275,992		$	807,401
Accrued expenses		808,470			502,001
Deferred revenue		727,266			1,769,556
Gift card liability		448,087			-
Due to related party		21,798			40,000
Current portion of notes payable, net of discount and unamortized deferred loan costs		5,287,058			2,589,976
Current portion of EIDL loan		565			549
Lease liability - operating		175,420			204,051
TOTAL CURRENT LIABILITIES		8,744,656			5,913,534

LONG-TERM LIABILITIES
EIDL loan		23,661			24,087
Lease liability, net of current portion - operating		540,183			631,437
TOTAL LONG-TERM LIABILITIES		563,844			655,524
TOTAL LIABILITIES		9,308,500			6,569,058

STOCKHOLDERS’ (DEFICIT)
Preferred stock, $.001 par value, 50,000,000 and 29,300,000 shares authorized at December 31, 2025 and March 31, 2025, and 0 and 21,688,242 shares issued and outstanding at December 31, 2025 and March 31, 2025, respectively, with liquidation preferences respectively of $0 and $55,536,941 at December 31, 2025 and March 31, 2025		-			21,688
Class A common stock, $.001 par value, 300,000,000 and 37,000,000 shares authorized at December 31, 2025 and March 31, 2025 and 26,352,457 and 8,259,644 shares issued and outstanding at December 31, 2025 and March 31, 2025, respectively		26,352			8,259
Class B common stock, $.001 par value, 50,000,000 and 0 shares authorized at December 31, 2025 and March 31, 2025 and 4,500,000 and 0 shares issued and outstanding at December 31, 2025 and March 31, 2025, respectively		4,500			-
Additional paid-in capital		66,401,214			61,668,608
Accumulated deficit		(69,384,892	)		(62,492,590	)
TOTAL STOCKHOLDERS (DEFICIT)		(2,952,826	)		(794,035	)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)	$	6,355,674		$	5,775,023

The accompanying notes are an integral part of these consolidated financial statements.

VIRTUIX HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024 (UNAUDITED)

	Three Months Ended December 31,						Nine Months Ended December 31,
	2025			2024			2025			2024

NET SALES	$	963,817		$	1,264,122		$	2,980,765		$	2,110,889

COST OF GOODS SOLD		674,396			1,283,540			2,107,718			2,466,492

GROSS PROFIT (LOSS)		289,421			(19,418	)		873,047			(355,603	)

OPERATING EXPENSES
Selling expenses		733,662			245,512			2,129,111			1,151,749
General and administrative expenses		1,172,329			1,263,290			3,538,778			8,199,206
Research and development expenses		226,574			306,738			624,759			2,006,822

TOTAL OPERATING EXPENSES		2,132,565			1,815,540			6,292,648			11,357,777

LOSS FROM OPERATIONS		(1,843,144	)		(1,834,958	)		(5,419,601	)		(11,713,380	)

OTHER INCOME (EXPENSE)
interest income		272			885			571			1,341
Other income		5,275			(72	)		5,445			3,171
Loss on extinguishment of debt								(122,864	)		-
interest expense		(870,717	)		(128,116	)		(1,308,982	)		(243,738	)

TOTAL OTHER INCOME (EXPENSE)		(865,170	)		(127,303	)		(1,425,830	)		(239,226	)

PROVISION FOR INCOME TAX
Enterprise income tax expense		53			710			1,482			1,722
Delaware franchise tax		22,577			9,353			45,319			50,644
TOTAL PROVISION FOR INCOME TAX		22,630			10,063			46,801			52,366

SHARE OF GAIN (LOSS) IN JOINT VENTURE		-			1,711			(70	)		(19,096	)

NET LOSS	$	(2,730,944	)	$	(1,970,613	)	$	(6,892,302	)	$	(12,024,068	)

Weighted average common shares outstanding:
Basic and Diluted		30,839,238			8,250,643			20,275,350			8,210,643
Net loss per share:
Basic and Diluted	$	(0.09	)	$	(0.24	)	$	(0.34	)	$	(1.46	)

The accompanying notes are an integral part of these consolidated financial statements.

VIRTUIX HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024

	Preferred Stock				Class A Common Stock				Class B Common Stock				Treasury			Treasury			Additional Paid-In		SAFE			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Stock			Capital		Notes			Deficit			Total

Balance at March 31, 2024		20,226,564	$	20,226		8,250,000	$	8,250		-	$	-		-		$	-		$	48,218,665	$	995,518		$	(47,843,798	)	$	1,398,861

Stock-based compensation		-		-		-		-		-		-		-			-			16,117		-			-			16,117

Issuance of common stock for services		-		-		-		-		-		-		2,750,000			2,750			4,644,750		-			-			4,647,500

Repurchase of common stock		-		-		-		-		-		-		(2,750,000	)		(2,750	)							-			(2,750	)

Issuance of SAFE Notes		-		-		-		-		-		-		-			-			-		3,598,805			-			3,598,805

Conversion of SAFE notes		922,986		923		-		-		-		-		-			-			4,593,400		(4,594,323	)		-			-

Net loss		-		-		-		-		-		-		-			-			-		-			(7,201,064	)		(7,201,064	)

Balance at June 30, 2024		21,149,550	$	21,149		8,250,000	$	8,250		-	$	-		-		$	-		$	57,472,932	$	-		$	(55,044,862	)	$	2,457,469

Stock-based compensation		-		-		-		-		-		-		-			-			10,638		-			-			10,638

Issuance of preferred stock		40,192		40		-		-		-		-		-			-			249,960		-			-			250,000

Net loss		-		-		-		-		-		-		-			-			-		-			(2,852,391	)		(2,852,391	)

Balance at September 30, 2024		21,189,742	$	21,189		8,250,000	$	8,250		-	$	-		-		$	-		$	57,733,530	$	-		$	(57,897,253	)	$	(134,284	)

Stock-based compensation		-		-		-		-		-		-		-			-			9,714		-			-			9,714

Exercise of common stock warrants		-		-		8,841		9		-		-		-			-			79		-			-			88

Issuance of preferred stock		376,509		377		-		-		-		-		-			-			2,139,303		-			-			2,139,680

Net loss		-		-		-		-		-		-		-			-			-		-			(1,970,613	)		(1,970,613	)

Balance at December 31, 2024		21,566,251	$	21,566		8,258,841	$	8,259		-	$	-		-		$	-		$	59,882,626	$	-		$	(59,867,866	)	$	44,585

The accompanying notes are an integral part of these consolidated financial statements.

VIRTUIX HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024 (UNAUDITED)

	Preferred Stock						Class A Common Stock						Class B Common Stock				Additional Paid-In			Accumulated
	Shares			Amount			Shares			Amount			Shares		Amount		Capital			Deficit			Total

Balance at March 31, 2025		21,688,242		$	21,688			8,259,644		$	8,259			-	$	-	$	61,668,608		$	(62,492,590	)	$	(794,035	)

Stock-based compensation		-			-			-			-			-		-		10,897			-			10,897

Exercise of common stock warrants		-			-			8,038			7			-		-		72			-			79

Issuance of preferred stock		303,435			304			-			-			-		-		1,493,569			-			1,493,873

Issuance of preferred stock for debt extinguishment		74,430			74			-			-			-		-		462,881			-			462,955

Issuance of warrants for debt extinguishment		-			-			-			-			-		-		122,884			-			122,884

Net loss		-			-			-			-			-		-		-			(2,307,155	)		(2,307,155	)

Balance at June 30, 2025		22,066,107		$	22,066			8,267,682		$	8,266			-	$	-	$	63,758,911		$	(64,799,745	)	$	(1,010,502	)

Stock-based compensation		-			-			-			-			-		-		10,953			-			10,953

Exercise of common stock warrants		-			-			237,892			239			-		-		2,141			-			2,380

Issuance of preferred stock		87,059			87			-			-			-		-		451,392			-			451,479

Preferred stock reclass		(22,153,166	)		(22,153	)		22,153,166			22,153			-		-		-			-			-

Investor incentive		-			-			-			-			-		-		(214,906	)		-			(214,906	)

Fair value of common stock warrants		-			-			-			-			-		-		1,427,653			-			1,427,653

Issuance of common stock for services		-			-			115,169			115			-		-		194,520			-			194,635

Fractional share rounding		-			-			(1,888	)		(1	)		-		-		-			-			(1	)

Net loss		-			-			-			-			-		-		-			(1,854,203	)		(1,854,203	)

Balance at September 30, 2025		-		$	-			30,772,021		$	30,772			-	$	-	$	65,630,664		$	(66,653,948	)	$	(992,512	)

Stock-based compensation		-			-			-			-			-		-		14,165			-			14,165

Exercise of common stock warrants		-			-			57,579			57			-		-		518			-			575

Fair value of common stock warrants		-			-			-			-			-		-		717,948			-			717,948

Issuance of common stock for services		-			-			22,857			23			-		-		37,919			-			37,942

Class A to Class B share conversion		-			-			(4,500,000	)		(4,500	)		4,500,000		4,500		-			-			-

Net loss		-			-			-			-			-		-		-			(2,730,944	)		(2,730,944	)

Balance at December 31, 2025		-		$	-			26,352,457		$	26,352			4,500,000	$	4,500	$	66,401,214		$	(69,384,892	)	$	(2,952,826	)

The accompanying notes are an integral part of these consolidated financial statements.

VIRTUIX HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024 (UNAUDITED)

	Nine Months Ended December 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(6,892,302	)	$	(12,024,068	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		467,087			329,840
Amortization of discount on notes payable		939,162			7,720
Amortization of loan cost		13,537			-
Credit loss expense		39,622			21,309
Stock-based compensation		36,015			36,469
Loss on extinguishment of debt		122,884			-
Share of loss in joint venture		70			19,096
Stock issuance in exchange for services		232,577			4,647,500
(Increase) decrease in assets:
Prepaid expenses and other current assets		(429,756	)		259,114
Accounts receivable		(129,855	)		(109,386	)
Other assets		(39,725	)		(6,487	)
Inventory		75,984			(1,034,272	)
Operating lease right-of-use assets		142,120			208,181
Increase (decrease) in liabilities:
Accounts payable		468,591			349,488
Accrued expenses		154,518			194,910
Operating lease liabilities		(142,120	)		(208,181	)
Gift card liability		448,087			-
Deferred revenue		(1,042,290	)		966,084
CASH USED IN OPERATING ACTIVITIES		(5,535,794	)		(6,342,683	)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for purchases of property and equipment		(85,042	)		(113,150	)
Cash paid for purchases of intangibles		(2,192	)		(351,216	)
CASH USED IN INVESTING ACTIVITIES		(87,234	)		(464,366	)

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of preferred stock		1,945,352			2,389,680
Proceeds from SAFE notes		-			3,598,805
Payments on short-term notes payable		(443,186	)		(303,498	)
Payments on long-term notes payable		(410	)		(230	)
Proceeds from short-term notes payable		1,733,170			2,367,500
Payment for equity repurchase		-			(2,750	)
Proceeds from convertible notes		3,000,000			-
Warrants exercised		3,034			88
Due from (to) related parties		(18,202	)		(25,768	)
CASH PROVIDED BY FINANCING ACTIVITIES		6,219,758			8,023,827

NET INCREASE IN CASH		596,730			1,216,778

CASH AT BEGINNING OF PERIOD		477,908			270,029

CASH AT END OF PERIOD	$	1,074,638		$	1,486,807

The accompanying notes are an integral part of these consolidated financial statements.

VIRTUIX HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024 (UNAUDITED)

	Nine Months Ended December 31,
	2025		2024
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	8,983	$	47,439
Enterprise income taxes paid to People’s Republic of China	$	1,482	$	1,722
Delaware franchise tax paid	$	65,484	$	55,258

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Debt extinguished for issuance of preferred stock	$	462,975	$	-
SAFE notes converted to preferred stock	$	-	$	4,594,323
Conversion of preferred stock to common stock	$	22,153	$	-
Investor incentive	$	214,906	$	-
Fair value of warrants issued with convertible note	$	2,145,601	$	-
Recognition of right-of-use assets - operating	$	64,103

SEC Form 10-Q filed by Virtuix Holdings Inc.