Note 13. Capital Stock

Authorized Capital Stock

On August 6, 2025, stockholders approved, and on August 7, 2025, the Company filed with the Secretary of State of the State of Delaware, the Sixth Amended and Restated Certificate of Incorporation (the “Certificate”). Pursuant to the Certificate, the Company reclassified and converted each share of its previously outstanding capital stock into shares of Class A common stock, effective immediately upon the acceptance of the Certificate for filing by the Secretary of State of Delaware.

As a result of the reclassification and conversion, all outstanding shares of the Company’s capital stock, including all series of preferred stock and any previously outstanding common stock, were automatically reclassified and converted on a one-for-one basis into shares of Class A common stock. Following the effectiveness of the Certificate, only Class A common stock, Class B common stock, and undesignated and unissued Preferred Stock are authorized.

As of March 31, 2026, the Company is authorized to issue 300,000,000 shares of Class A common stock, 50,000,000 shares of Class B common stock, and 50,000,000 shares of Preferred Stock.

Capital Stock Rights

Holders of Class A common stock, Class B common stock, and future holders of Preferred Stock are entitled to dividends, voting rights, liquidation preferences, conversion rights, and anti-dilution protections as described in the Company’s Sixth Amended and Restated Certificate of Incorporation.

Common Stock

Voting Rights

Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters submitted to a vote of stockholders, except as otherwise required by Delaware law or the Company’s Certificate of Incorporation. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to twenty votes per share. The holders of Class B common stock will have the ability to control the outcome of matters submitted to stockholders for approval, including the election of directors and the approval of any change in control transaction, for so long as they hold a majority of the voting power of the outstanding capital stock.

Under the Company’s Certificate of Incorporation, the number of authorized shares of either class of common stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock entitled to vote, without a separate class vote, except as otherwise required by law or the Certificate of Incorporation.

Dividend Rights

Subject to preferences that may apply to any shares of preferred stock outstanding at the time, holders of Class A common stock and Class B common stock are entitled to receive dividends and other distributions as may be declared from time to time by the board of directors out of funds legally available therefor. Dividends and distributions must be paid equally, identically, and ratably on a per-share basis to holders of Class A common stock and Class B common stock, unless different treatment is approved by a majority of each class, voting separately as a class. In the event a dividend is paid in the form of shares of common stock, holders of Class A common stock will receive Class A common stock and holders of Class B common stock will receive Class B common stock.

Subdivisions and Combinations

If the Company subdivides or combines the outstanding shares of either class of common stock, the outstanding shares of the other class will be subdivided or combined in the same proportion and manner, unless different treatment is approved by a majority of each class, voting separately as a class.

Conversion Rights

Each share of Class B common stock is convertible at any time at the option of the holder into one (1) share of Class A common stock. Shares of Class B common stock will automatically convert into an equal number of shares of Class A common stock upon (i) any transfer of such shares, except for certain permitted transfers to affiliates or family members as described in the Certificate, or (ii) the date specified by written notice and certification request from the Company if the holder fails to provide satisfactory certification of continued ownership, subject to certain exceptions. In addition, all outstanding shares of Class B common stock will automatically convert into Class A common stock upon the affirmative vote of the holders of at least two-thirds of the outstanding shares of Class B common stock, voting as a single class. Once converted, shares of Class B Common Stock may not be reissued.

Other Rights

Holders of Class A common stock and Class B common stock have no preemptive or subscription rights, and there are no redemption or sinking fund provisions applicable to either class. Upon liquidation, dissolution, or winding up of the Company, holders of Class A common stock and Class B common stock are entitled to share ratably in all assets remaining after payment of liabilities and any preferential rights of any outstanding preferred stock.

Common Stock Equity Transactions

On August 6, 2025, the Company adopted the 2025 Omnibus Incentive Plan and authorized 4,000,000 shares of Common Stock under the plan.

On August 8, 2025, the Company entered into an exchange agreement with Jan Goetgeluk, the Company’s Chief Executive Officer (“CEO”), Chairman and founder. Pursuant to the agreement, Mr. Goetgeluk exchanged 5,500,000 shares of his Class A common stock of the Company for 5,500,000 shares of Class B common stock (with 20-to-1 voting rights) on a one-for-one basis.

On September 1, 2025, the Company issued 115,169 shares of Class A common stock totaling $194,635 to Maxim Partners LLC as part of their compensation as an advisor to the Company.

On November 6, 2025, the Company issued 22,857 shares of Class A common stock totaling $37,943 to MZHCI, LLC, as part of their compensation as investor relations consultants.

During November 2025, the CEO transferred 1,000,000 shares of Class B common stock, which automatically converted into 1,000,000 shares of Class A common stock upon the transfer, to a family member, bringing his total held to 4,500,000 shares. This transaction resulted in no impact to the Company’s consolidated financial statements and did not change the number of shares outstanding.

The Company issued store credits totaling $214,906 (subsequently converted to gift cards) to certain investors as an incentive for purchasing shares (see Note 3). In accordance with ASC 505-10, the issuance of store credit is treated as non-cash consideration provided as part of the equity transaction and is recorded as a reduction to equity.

On January 27, 2026, the Company’s Class A common stock commenced trading on the Nasdaq Global Market under the symbol “VTIX.” In connection with the listing, the Company incurred $2,179,455 of direct and incremental issuance costs, which were capitalized and recorded as a reduction to equity.

Effective January 27, 2026, in connection with the consummation of the Company’s direct listing of its Class A common stock on a major U.S. exchange, the Company issued 171,807 shares of Class A common stock totaling $888,242 to Maxim Partners LLC pursuant to the terms of a Financial Advisory and Investment Banking Engagement Letter dated May 21, 2025. The shares were issued as a success fee equal to 0.5% of the Company’s outstanding common stock on a fully diluted basis as of the date of the direct listing. The shares are subject to customary lock-up provisions for a period of six months following the direct listing.

Effective January 29, 2026, the Company entered into a consulting agreement with FMW Media Works LLC (“New To The Street”), pursuant to which New to The Street will provide certain services to the Company over a twelve-month period. As compensation for such services, the Company agreed to issue an aggregate of 59,000 shares of its restricted Class A common stock, consisting of 15,000 shares issued upon execution of the agreement and 4,000 shares to be issued at the beginning of each month for the following eleven months commencing March 1, 2026. As of March 31, 2026, the Company issued 19,000 shares totaling $114,190. The shares issued pursuant to the agreement are subject to a six-month lock-up restriction.

During January and March 2026, the Company issued an aggregate of 109,183 shares of Class A common stock totaling $787,896 in connection with the conversion of certain Second 2025 Notes (see Note 9).

During March 2026, a holder exercised stock options to purchase an aggregate of 10,720 shares of the Company’s Class A common stock at an exercise price of $2.33 per share. In connection with the exercise, the Company received aggregate cash proceeds of $24,978 and issued the corresponding shares of Class A common stock.

Effective March 6, 2026 the CEO converted 500,000 shares of Class B common stock into the same number of Class A common stock, bringing his total held to 4,000,000 shares. This transaction resulted in no impact to the Company’s consolidated financial statements and did not change the number of shares outstanding.

As of March 31, 2026, the Company has reserved 90,947,356 shares of its authorized but unissued Common Stock for possible future issuance as follows:

Preferred Stock Equity Transactions

As mentioned in Note 9, from April to June 2025, the Company issued 74,430 shares of Series B preferred stock to accredited investors under Regulation D (“Accredited Investors”) in exchange for $462,975 of extinguished principal and accrued interest on the 2024 Notes as part of the 2025 Subscription Agreement. Also from April to July 2025, the Company issued 23,060 shares of Series B preferred stock to Accredited Investors in exchange for cash investments totaling $112,990.

From April to August 2025, the Company issued 367,434 shares of Series B preferred stock to investors participating in a StartEngine investment campaign under Regulation CF, in exchange for cash investments totaling $1,832,362 ($1,939,004 net of issuer fees of $106,642).

Effective June 2025, the Company reserved 500,000 shares of Series B preferred stock and 500,000 shares of Common Stock for any future 2024 Note extinguishments and Series B preferred stock and Common Stock warrant issuances under the 2025 Subscription Agreements (see Note 9).

From September 2024 through March 2025, the Company issued 333,580 shares of Series B preferred stock to accredited investors under Regulation D in exchange for cash investments totaling $1,934,496 and the tender of unsecured subordinated notes with a principal and accrued interest amount totaling $124,492. The Company also issued warrants to purchase 238,723 shares of Common Stock of the Company. As of March 31, 2026, all warrants had been exercised.

From December 2024 through March 2025, the Company issued 205,112 shares of Series B preferred stock to investors participating in a StartEngine investment campaign under Regulation CF, in exchange for cash investments totaling $1,009,593 (net of investor fees).

Effective June 2025, the Company amended the 2024 Notes to allow for cancellation of 2024 Notes for current investors and subsequent issuance of Series B preferred stock through the 2025 Subscription Agreement. As a result, 2024 Notes principal and accrued interest of $462,975 were cancelled and 74,430 shares of Series B preferred stock and warrants to purchase 74,430 shares of Common Stock of the Company were issued under the 2025 Subscription Agreements, resulting in remaining 2024 Notes principal amount of $1,967,500 as of July 31, 2025.

In August 2025, pursuant to the Certificate, the Company reclassified and converted all 22,153,166 outstanding shares of its previously outstanding preferred stock into shares of Class A common stock.

Treasury Stock Transaction

On November 29, 2023, the Company awarded 2,750,000 shares of Common Stock to an advisor. In April 2024, the Company repurchased these shares at par value in the amount of $2,750 in accordance with the award agreement and recorded them as Treasury Stock. On April 5, 2024, the Company reissued the 2,750,000 shares from Treasury Stock to a different advisor and Board member. See Note 14 for additional discussion of the related stock compensation expense.

SAFE Notes

During the year ended March 31, 2023, the Company’s board of directors approved the issuance of simple agreements for future equity (“SAFE Notes”). Portions of the capital raised from the sale of SAFE Notes were exempt from the registration requirements of the Securities Act of 1933, as amended (“Securities Act”) under Regulation CF and Rule 506(c) of Regulation D of the Securities and Exchange Commission. SAFE Notes with a carrying amount of $995,518 converted into 199,758 shares of preferred stock on April 21, 2024. In April 2024, additional SAFE Notes were issued for cash proceeds of $3,598,805 and converted into 723,228 shares of preferred stock on April 30, 2024.

A reconciliation of the beginning and ending balances of each class of the Company’s equity, including share issuances, repurchases, conversions, and warrant exercises, is presented in the consolidated statements of stockholders’ deficit.

Warrants

Warrants are issued in connection with debt (see Note 9) and equity from time to time at the Company’s discretion.

During the fiscal year ended March 31, 2026, the Company issued 74,430 warrants with a seven-year term in connection with the extinguishment of debt (see Note 9). The warrants had a fair value of $122,864, determined using a Black-Scholes model with the following assumptions: stock price of $1.65, exercise price of $0.01, volatility rate of 80%, risk-free rate of 3.71%, and an expected maturity of 3.5 years.

The Company also issued 2,514,285 warrants with a term of six months from listing date in connection with the convertible notes (see Note 9). The warrants had a combined fair value of $7,755,891, determined by allocating the proceeds of the note based on the relative fair values of the convertible note and the warrants, in accordance with ASC 470-20.

The Company also recognized 156,250 warrants that had previously been issued in connection with debt, for a total of 2,744,965 warrants issued during the fiscal year ended March 31, 2026.

Effective February 9, 2026 and March 11, 2026, the Company entered into amendments to certain outstanding common stock purchase warrants previously issued pursuant to the Streeterville Capital, LLC Securities Purchase Agreements. The amendments modified the exercise price provisions of the warrants to provide for a temporary reduced exercise price of $6.00 per warrant share during a specified exercise period ending June 10, 2026, subject to the Company’s right to terminate the reduced exercise price period upon prior written notice. Following the expiration or earlier termination of the reduced exercise price period, the exercise price reverts to the NASDAQ Valuation Price as defined in the applicable warrant agreements.

As a result of the warrant amendments, the Company recorded an incremental fair value adjustment of approximately $2,694,722, which was recognized as a financing expense with a corresponding increase to additional paid-in capital during the fiscal year ended March 31, 2026.

During the fiscal year ended March 31, 2026, 303,509 Common Stock warrants were exercised for 303,509 shares of Class A common stock at an exercise price of $.01 per share.

During the fiscal year ended March 31, 2026, Streeterville exercised a total of 1,092,142 warrants with an average exercise price of $6.65 in a series of separate transactions. Additionally, during the fiscal year ended March 31, 2026, Western Technology Investments, under various funds and in a series of separate transactions, exercised a total of 128,645 warrants with an average exercise price of $2.332, and exercised 206,316 warrants on a cashless basis, resulting in issuance of 178,739 shares. Upon exercise, the Company issued shares of its common stock in accordance with the terms of the respective warrant agreements. Aggregate gross cash proceeds received from the exercise of warrants during fiscal year ended March 31, 2026 totaled $7,564,115 and 1,703,035 Class A common shares were issued. The exercises were accounted for as equity-classified warrant exercises under applicable accounting guidance, and no gain or loss was recognized upon settlement.

During the year ended March 31, 2026, 21,440 warrants expired.

During the year ended March 31, 2025, 156,250 warrants for Series Seed Preferred Stock expired and 238,723 warrants for Common Stock were issued. The warrants had a fair value of $394,132, determined using a Black-Scholes model with the following assumptions: stock price of $1.66, exercise price of $0.01, volatility rate of 80%, risk-free rate of 3.89-4.30%, and an expected maturity of 3.5 years.

During the year ended March 31, 2025, Common Stock warrants were exercised for 9,644 shares of Common Stock at an exercise price of $.01 per share.

The warrants are all exercisable as of both March 31, 2026 and 2025.  The warrants have a weighted average exercise price of $8.75 and $1.26 per share as of March 31, 2026 and 2025, respectively, with a weighted average remaining term to expiration of 3.9 months (see Note 9 for more discussion on warrants).

The following is a rollforward of warrants for the years ended March 31, 2026 and 2025:

According to guidance of Topic 470-20, these warrants are recorded in equity as additional paid-in capital – preferred stock warrants or additional paid-in capital – common stock warrants, at fair value as of the date of issuance, and as a reduction of additional paid in capital - preferred stock or additional paid in capital - common stock for the related stock purchased.

Warrants are recorded in equity at fair value at the date of issuance.