10-K/A: Virtuix Holdings Inc. Files Amended Annual Report

Virtuix Holdings Inc. has filed an amendment to its 2026 annual report on Form 10-K, primarily to include Part III information previously omitted.

Summary

• This filing is an amendment (No. 1) to Virtuix Holdings Inc.'s Annual Report on Form 10-K for the fiscal year ended March 31, 2026.
• The amendment was filed to include information required by Part III (Items 10-14) of Form 10-K, which was initially omitted.
• The company will not file a definitive proxy statement within the allowed timeframe to incorporate this information by reference.
• The amendment includes updated certifications from the CEO and CFO pursuant to Section 302 of the Sarbanes-Oxley Act.
• No financial statements are included in this amendment, and it does not modify disclosures related to Items 307 or 308 of Regulation S-K.
• The filing details the company's directors, executive officers, their compensation, security ownership, related party transactions, and principal accountant fees.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral; it's a procedural amendment providing standard corporate disclosures rather than new operational or financial performance information.

Positives

• The company has a clear governance structure with independent directors on its audit committee.
• Executive compensation includes base salaries, bonuses tied to performance, and equity awards designed to align interests with stockholders.
• The company has adopted a compensation recovery policy as required by regulations.
• The 2025 Omnibus Plan is designed to attract and retain talent and align interests with stockholders.
• The company has a code of business conduct and ethics and insider trading policies in place.
• The audit committee is actively involved in overseeing financial reporting and accounting matters.

Negatives

• The company is a controlled company, with Jan Goetgeluk holding over 50% of the voting power, leading to reliance on controlled company exemptions for corporate governance.
• Due to controlled company status, Virtuix does not maintain separate Nominating or Compensation Committees, with the full Board handling these responsibilities.
• John Cunningham attended only 67% of Board meetings during the fiscal year, below the expected 75% attendance for other directors.

Risks

• The company is a controlled company, which may limit certain corporate governance protections for minority shareholders.
• Reliance on controlled company exemptions means the Board as a whole handles nominating and compensation committee functions, potentially concentrating power.
• The company's equity compensation plans, while designed to align interests, involve significant share dilution potential.
• The company has engaged in several related-party transactions, including promissory notes and stock exchanges, which require careful scrutiny for fairness and potential conflicts of interest.

Future Outlook

This amendment does not contain specific forward-looking financial guidance. It focuses on corporate governance, executive compensation, and related party transactions.

Management Comments

• Jan Goetgeluk (CEO): Certifies the accuracy of the amended report, stating it does not contain untrue material facts or omit necessary ones.
• Thomas McGinnis (CFO): Certifies the accuracy of the amended report, stating it does not contain untrue material facts or omit necessary ones.

Industry Context

StockSavvy.ai notes that this filing is a procedural amendment to a 10-K, common for companies that initially omit Part III information and later provide it. This is typical for companies transitioning to public reporting or undergoing significant corporate events like a direct listing.

Corporate Governance

Legal Proceedings

• No directors or officers have been involved in legal proceedings requiring disclosure in the past ten years.
• No material proceedings are pending where directors, officers, or significant shareholders are adverse to the Company.

Related Party Transactions

• Promissory notes were issued to Ugo de Charette ($100,000, repaid in full), Jan Goetgeluk ($50,000 and $55,000, repaid in full), and Mieke Criel ($167,678 and $192,500, repaid in full). Terms were generally consistent with unaffiliated investors.
• Jan Goetgeluk exchanged 5,500,000 shares of Class A common stock for 5,500,000 shares of Class B common stock, increasing his voting power.
• The company believes terms of related-party notes were no less favorable than those from unaffiliated third parties, evidenced by participation in identical offerings.

Stakeholder Impact

• Shareholders: The controlled company status and reliance on exemptions may impact minority shareholder protections. Executive and director compensation, including equity awards, aims to align interests.
• Management and Employees: Compensation structures are in place to attract and retain talent, with bonuses tied to performance.
• Creditors: Related party notes were repaid in full, indicating no outstanding debt to related parties as of March 31, 2026.

Next Steps

• The company will continue to operate under its current corporate governance structure, including the Board handling nominating and compensation committee functions.
• Executive and director compensation will be managed by the full Board.
• Related party transactions will continue to be reviewed and approved by the audit committee.
• The company will adhere to its adopted compensation recovery policy.

Key Dates

Keywords

Virtuix Holdings, Form 10-K/A, Amendment, Corporate Governance, Executive Compensation, Director Independence, Related Party Transactions, Sarbanes-Oxley