Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
Market Information
Our Class A common stock is listed on the Nasdaq Global Market (“Nasdaq”),
under the symbol “VTIX.”
Holders
As of March 31, 2026, there were approximately 10,713 stockholders
of record of our Class A common stock and one stockholder of record of our Class B common stock. The number of holders of record does
not include a substantially greater number of “street name” holders or beneficial holders whose Class A common stock is held
of record by banks, brokers and other financial institutions.
Dividends
We have never declared or paid dividends on our
Class A common stock. We currently intend to retain all available funds and any future earnings to fund the development, commercialization
and growth of our business, and therefore we do not anticipate declaring or paying any dividends on our common stock in the foreseeable
future. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors.
Any such determination will also depend upon our business prospects, operating results, financial condition, capital requirements, general
business conditions and other factors that our board of directors may deem relevant. Our future ability to pay dividends on our common
stock may also be limited by the terms of any future debt securities or credit facility.
Securities Authorized for Issuance under Equity Compensation Plans
Information regarding securities authorized for issuance under equity
compensation plans is set forth in Item 12 of Part III of this Annual Report on Form 10-K.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered
Offerings
Unregistered Sales of Securities
During the fiscal year ended March 31, 2026,
we issued the following unregistered securities. Unless otherwise indicated, the securities were issued in private transactions to accredited
investors for cash consideration, no general solicitation was used, and the offerings were made in reliance on Section 4(a)(2) of the
Securities Act and/or Regulation D thereunder.
Regulation Crowdfunding Offerings
Between April 2025 and August 2025, in connection
with our Regulation Crowdfunding offering, we issued an aggregate of 367,434 shares of our Series B Preferred Stock, for net proceeds
of $1,832,362 (net of investor and issuer fees), in reliance on Section 4(a)(6) of the Securities Act. Following our corporate reclassification,
each such share of Series B Preferred Stock converted into one share of our Class A common stock, and any instruments then outstanding
that were convertible or exercisable for shares of Series B Preferred Stock became convertible or exercisable for shares of Class A common
stock.
Private Placements
Between September 2024 and July 2025, we issued
an aggregate 431,071 shares of Series B Preferred Stock and warrants to purchase up to 313,153 shares of common stock at an exercise price
of $0.01 to investors, including 94,604 shares of Series B Preferred Stock and warrants to purchase up to 94,604 shares of common stock
pursuant to the conversion of $517,500 in principal amount of the Promissory Notes, in a transaction exempt from registration under Section
4(a)(2) of the Securities Act, and Regulation D, Rule 506(b) promulgated thereunder for total proceeds of $2,047,490.
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In May 2025, we issued unsecured promissory notes
to Jan Goetgeluk and Mieke Criel in principal amounts of $50,000 and $167,678, respectively, in a private placement exempt from registration
under Section 4(a)(2) and/or Rule 506(b) of Regulation D. These notes were repaid in full on September 15, 2025; no amounts remain outstanding.
In October and November 2025, we issued unsecured
promissory notes (the Second 2025 Notes) for total cash proceeds of $1,500,000. The notes bore principal equal to 110% of each investor’s
cash investment, accrued simple interest at 6% per annum, and matured on March 31, 2026. From January through March 2026, certain holders
converted outstanding indebtedness into an aggregate of 109,183 shares of Class A common stock at a conversion price of $7.44 per share
(85% of the $8.75 Nasdaq listing price). On March 30, 2026, we repaid in full the remaining outstanding principal and accrued interest
under the Second 2025 Notes for an aggregate cash payment of $874,443. These transactions were exempt from registration pursuant to Section
4(a)(2) and/or Regulation D.
Streeterville Convertible Notes and Related
Warrants
On August 25, 2025, we entered into a securities
purchase agreement with Streeterville Capital, LLC (Streeterville) and issued (i) a secured convertible promissory note in the principal
amount of $2,220,000 (the First Note), bearing interest at 6% per annum and secured by substantially all of our assets, and (ii) a warrant
to purchase a number of shares of Class A common stock equal to $4,000,000 divided by the reference price established in connection with
our direct listing. The First Note is convertible at 85% of the reference price. We paid no underwriting discounts or commissions; the
First Note included an original issue discount, and we paid certain expenses. Pursuant to our placement agent agreement with Maxim Partners
LLC (Maxim), we paid a cash success fee equal to 7.0% of the gross proceeds and reimbursed expenses. The issuance was exempt under Section
4(a)(2) and/or Regulation D.
On October 30, 2025, we issued to Streeterville
(i) a secured convertible promissory note in the principal amount of $560,000 (the Second Note), and (ii) a warrant to purchase a number
of shares of Class A common stock equal to $1,000,000 divided by the direct-listing reference price, on terms substantially similar to
the First Note.
On December 19, 2025, we issued to Streeterville
(i) a secured convertible promissory note in the principal amount of $560,000 (the Third Note), including a $50,000 original issue discount
and $10,000 of closing costs (gross proceeds received at closing of $500,000), and (ii) a warrant to purchase a number of shares of Class
A common stock equal to $1,000,000 divided by the direct-listing reference price. Each of the Second Note and Third Note is convertible
at 85% of the reference price. We paid no underwriting discounts or commissions; each note included an original issue discount and we
paid certain expenses. Pursuant to our placement agent agreement with Maxim, we paid a 7.0% cash success fee and reimbursed expenses.
These issuances were exempt under Section 4(a)(2) and/or Regulation D.
Equity Financing Facilities and Warrant Exercises
On August 25, 2025, we entered into a separate
Securities Purchase Agreement with Streeterville (the Equity Purchase Agreement), under which Streeterville committed to purchase, in
one or more pre-paid advances over a 24-month period, up to an aggregate of $50,000,000 of our Class A common stock. At the closing of
our direct listing on January 27, 2026, we issued to Streeterville a pre-paid advance in the original principal amount of $8,640,000 (net
proceeds $8,000,000 after an 8% original issue discount). The advances accrue interest at 6% per annum and are, at Streeterville’s
discretion, convertible into shares of our Class A common stock as described in the Equity Purchase Agreement. We also issued Streeterville
a common stock purchase warrant (the “Equity Financing Warrant”) to purchase a number of shares of Class A common stock equal
to $16,000,000 divided by $8.75, exercisable at $8.75 per share and expiring six months after the closing of our direct listing. We paid
no underwriting discounts or commissions in connection with the Equity Purchase Agreement; the advance included an original issue discount.
Pursuant to our placement agent agreement with Maxim, we are obligated to pay a cash success fee equal to 7.0% of gross proceeds received
(and 7.0% of any warrant exercise proceeds) and to reimburse expenses. These issuances were exempt under Section 4(a)(2) and/or Regulation
D.
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On January 28, 2026, Streeterville exercised a
portion of the Debt Financing Warrant to purchase 57,500 shares of Class A common stock at $8.75 per share, for aggregate proceeds of
$503,125. On January 29, 2026, we issued 200,000 shares of Class A common stock to Streeterville at $8.75 per share for aggregate proceeds
of $1,750,000.
During February and March 2026, we issued an
aggregate of 834,642 shares of Class A common stock to Streeterville at $6.00 per share for aggregate proceeds of $5,007,852. On February
9, 2026, and March 11, 2026, we amended certain Streeterville warrants to provide for a temporary $6.00 exercise price during specified
periods; no general solicitation was used in connection with the amendments or exercises.
On September 1, 2025, we issued 115,169 shares
of Class A common stock to Maxim and on February 10, 2026, we issued 171,807 shares Class A common stock to Maxim. Both issuances were
part of Maxim’s compensation as an advisor, in a private transaction exempt from registration under Section 4(a)(2) and/or Rule
506(b) of Regulation D.
On November 6, 2025, we issued 22,857 shares of
Class A common stock to MZHCI, LLC as compensation under an investor-relations consulting agreement, in a private transaction exempt from
registration under Section 4(a)(2) and/or Rule 506(b) of Regulation D.
In January 2026, we agreed to issue an aggregate
of 59,000 shares of Class A common stock to FMW Media Works LLC (“New To The Street”) in connection with a 12-month marketing
and media services engagement, with 15,000 shares to be issued upon execution and 4,000 shares to be issued monthly thereafter. During
the Reporting Period, we issued 15,000 shares on February 9, 2026 and 4,000 shares on March 6, 2026. These shares are “restricted
securities” issued in reliance on Section 4(a)(2) and/or Regulation D.
On March 31, 2026, we entered into an exchange
agreement with Streeterville (the “Exchange Agreement”) pursuant to which Streeterville acquired from prior investors our
outstanding 2024 Notes and exchanged them for a new promissory note in the original principal amount of $2,681,718 (the “Exchange
Note”). The Exchange Note bears interest at 6% per annum, compounded daily, and matures on July 1, 2027. The issuance of the Exchange
Note was exempt from registration pursuant to Section 3(a)(9) of the Securities Act as an exchange with existing security holders with
no commission or other remuneration paid for soliciting the exchange.
Use of Proceeds from Registered Offerings
We did not sell securities pursuant to a Securities Act registration
statement that first became effective during the fiscal year ended March 31, 2026, and that would require “use of proceeds”
disclosure under Rule 463 and Item 701(f) of Regulation S-K.
Issuer Purchases of Equity Securities
During the fiscal year ended March 31, 2026, we did not repurchase
any shares of our Class A common stock or Class B common stock.
Item 6. [Reserved]
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