- Doubled revenues in FY ’20 ending 3/31/2020 and have shipped over 3,500 commercial Omni systems to 45 countries
- Raised over $20 million in capital to date from Mark Cuban, 12 venture funds including Maveron and Scout Ventures, and 4 successful SeedInvest rounds
- Hosted over 1 million plays, with player base growing by over 45% a month on average since March 2019, reaching 60,000 registered players in August 2020
- Built IP portfolio of 14 issued patents and 6 pending patents that cover mechanical design, motion tracking, and game integration
- Management team and advisory board bring over 100 years of gaming and hardware industry experience at notable businesses including Activision, Dave & Busters, and Guitar Hero
- Total Round Size: US $15,000,000
- Series A-2 :
- Minimum Investment: US $998 per investor
- : Preferred Equity
- US $65,000,000 :
- : US $1,000,000
Solving the movement problem
Moving around virtual worlds by pushing buttons on a controller feels unnatural, static, and limiting. To experience true virtual reality (“VR”), you need to walk around virtual worlds as you do in real life – using your own feet. That’s why we developed the Omni.
Backed by Mark Cuban and other major investors, the Omni is the first-of-its-kind motion platform that lets players walk and run in 360 degrees inside VR games and other virtual worlds. The Omni’s immersive experience takes VR to the next level. The system was even portrayed in Steven Spielberg’s Ready Player One.
What we’ve achieved so far
Omni Pro, the commercial version of the Omni, and Omni Arena, a multiplayer configuration, have become global entertainment hits. We doubled our revenues last year and have shipped over $10 million worth of product (3,650 systems to 45 countries) to entertainment venues like Dave & Buster’s.
Thanks to the Omni’s popularity at over 500 venues on 5 continents, we’ve built a large and devoted player community (1 million plays... and counting).
Introducing Omni One
Last year, in response to demand from Omni fans, we began developing “Omni One,” a consumer version of the Omni that’s optimized for home use – light, easy to store, and with unmatched freedom of movement (incl. crouching and jumping).
Omni One is a complete entertainment system whose business model includes recurring revenues from monthly subscriptions and game sales. Its online game store sells games developed by Virtuix and top titles licensed from third parties.
The thrill of walking around inside videogames has blown the minds of players at our commercial venues. We plan to take our success in commercial entertainment and scale it into the home. Join our mission to launch Omni One and bring our popular gaming experience to millions of homes around the world.
Invest $1,000 to $1,999
You’ll receive a 20% discount when buying an Omni One system ($400 discount) or Omni One dev kit ($200 discount). You can transfer this discount as a gift card to friends or family. Investors who order Omni One will be among the first to receive their systems and can participate in our beta program.
Early Bird Bonus:
If you complete your investment in the first week after SEC qualification, you’ll receive an additional 20% off an Omni One system (total $800 discount) or Omni One dev kit (total $400 discount). Make a reservation to ensure you complete your investment in the first week and qualify for the Early Bird Bonus (transferable as a gift card to friends or family).
Invest $2,000 to $19,999
In addition to a 20% discount on either an Omni One system ($400 discount) or dev kit ($200 discount), you’ll receive the following:
- 5 Omni One games of your choice (est. value $200)
- 1 year of Omni Online, Omni One’s monthly subscription for online gameplay (est. value $180)
Early Bird Bonus:
If you complete your investment in the first week after SEC qualification, you’ll receive an additional 20% off an Omni One system (total $800 discount) or Omni One dev kit (total $400 discount).
Invest $20,000 to $49,999
You’ll receive a free Omni One system or dev kit (transferable as a gift card to friends or family). You’ll be among the first to receive your system and can participate in our beta program.
Early Bird Bonus:
If you invest $20,000 or more and complete your investment in the first week after SEC qualification, you’ll receive 10 Omni One games of your choice plus 1 year of Omni Online, Omni One’s monthly subscription for online gameplay.
You’ll receive all benefits of the $20,000 tier (free Omni One system, 10 games, and 1 year of Omni Online) plus a romantic trip for two to Austin, Texas, that includes the following:
- Air travel for two people (within continental U.S.)
- Accommodation in a 5-star hotel for 3 nights (1 room)
- Massage and spa treatment for two
- BBQ lunch or dinner with Virtuix’s CEO Jan Goetgeluk
- Visit to Virtuix’s office to meet the team
Early Bird Bonus:
If you invest $50,000 or more and complete your investment in the first week after SEC qualification, you’ll receive a complimentary VIP dinner at a renowned Austin restaurant.
It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.
The graph below illustrates theor the of Virtuix's prior rounds by year.
Omni Pro & Omni Arena
According to IBISWorld, a market research firm, the U.S. alone has more than 8,000 entertainment centers that offer attractions such as laser tag and go-karting, representing a $1.2 billion market for Omni Pro and Omni Arena.
Although the COVID-19 pandemic delayed Omni Arena installations, only one order was canceled. Sales are recovering and installations have resumed.
By 2022, Virtuix projects reaching 150 Omni Arena installations and 1.1 million registered players. This large player community, together with an install base of thousands of Omni Pro systems in 45 countries, provide a direct and low-cost sales channel for Omni One.
(See Data Room for the assumptions underlying these projections.)
Virtuix defines Omni One’s serviceable market as households who have annual incomes of at least $50,000, who own a gaming device already, and who would consider buying Omni One at $1,995. Based on Virtuix’s primary research data, Virtuix estimates that 14 million such households exist in the U.S. alone. Virtuix aims to rapidly expand Omni One sales to international markets, particularly China and Europe.
To make Omni One a global entertainment hit, Virtuix will follow a 4-pronged strategy: 1) win over “VR enthusiasts,” the early adopters who have historically embraced the Omni experience; 2) gain rapid traction by selling Omni One to Virtuix’s large and devoted community of out-of-home players; 3) leverage the viral reach of Omni content by using influencers and digital marketing to acquire Omni One’s target customers at low cost; and 4) after gaining initial traction, publish AAA gaming content (well-known game titles like “Call of Duty”) to expand Omni One’s appeal and drive mass-market adoption.
Consumer trends are in Omni One’s favor. COVID-19 has boosted worldwide demand for at-home entertainment and fitness products.
The company has a limited operating history upon which you can evaluate its performance, and has not yet generated profits. Accordingly, the company’s prospects must be considered in light of the risks that any new company encounters. Virtuix was incorporated under the laws of the State of Delaware on December 20, 2013, and it has not yet generated sustained profits. The likelihood of its creating a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the growth of a business, its operation in a competitive industry, and the continued development of its technology and products. The company anticipates that its operating expenses will increase for the near future, and there is no assurance that it will be profitable in the near future. You should consider the business, operations, and prospects in light of the risks, expenses, and challenges faced as an emerging growth company.
The company anticipates initially sustaining operating losses. It is anticipated that the company will initially sustain operating losses. Virtuix’s ability to become profitable depends on success in licensing and selling of products. There can be no assurance that this will occur. Unanticipated problems and expenses are often encountered in offering new products, such as the Omni One, which may impact whether the company is successful. Furthermore, the company may encounter substantial delays and unexpected expenses related to development, technological changes, marketing, regulatory requirements and changes to such requirements, or other unforeseen difficulties. There can be no assurance that the company will ever become profitable. If the company sustains losses over an extended period of time, it may be unable to continue in business.
The company depends on one primary product. The company’s primary product is the Omni, which comes in Omni Pro and Omni Arena configurations. Although the company is developing other products, for example Omni One, the company’s survival in the near term depends its ability to sell its primary product to sufficient commercial customers to make a profit. The company’s current base of commercial customers is still small, and the company will only succeed if it can attract more customers for its primary product.
The delivery and quality of the company's primary product is dependent on third-party manufacturers. The company’s primary product is manufactured by third parties. Although the company provides the product’s design, specifications, and quality standards, to meet the required quality standards it relies on a supply chain of 3 contract manufacturers in China, who assemble the final product, and approximately 50 manufacturers in China, Taiwan, and the U.S. who supply raw materials and components. Difficulties encountered by one or more manufacturers may result in a poor-quality product or the inability to deliver product in a timely manner. If the current manufacturers encounter difficulties, the company may be required to find other manufacturers, resulting in delays.
The technology for the company’s newest product, Omni One, is not yet fully developed, and there is no guarantee that it will successfully develop the technology. The company is developing complex technology for at-home use that will require significant technical expertise to develop and commercialize. If the company is unable to successfully develop and commercialize its technology and products, its viability as a business might be significantly affected.
The company may not be able to protect its intellectual property. The company's success will depend on its ability to secure additional patent protection for its core technologies and ability to enforce those patents. The patent applications that are pending may not result in issued patents. If any patent application results in an issued patent, that patent may later be invalidated or held unenforceable as patent law changes. Further, the outsourcing of the manufacture of the company’s product may result in the unauthorized exposure of its intellectual property.
If the company cannot raise sufficient funds, it will not succeed. Virtuix is offering Series A-2 Preferred Stock in the amount of 5,006,675 shares of Preferred Stock and up to $15 million in this offering on a best-efforts basis and may not raise the complete amount. Even if the maximum amount is raised, the company is likely to need additional funds in the future in order to grow, and if it cannot raise those funds for whatever reason, including reasons relating to the company itself or to the broader economy, it may not survive. If the company raises a substantially lesser amount than the Maximum Raise, it will have to find other sources of funding for some of the plans outlined in “Use of Proceeds.”
The company’s future success is dependent on the continued service of a small executive management team. The company depends on the skill and experience of two individuals, Jan Goetgeluk and David Allan. Each has a different skill set. The company’s success is dependent on their ability to manage all aspects of the business effectively. Because the company is relying on its small executive management team, it lacks certain business development resources that may hurt its ability to grow its business. Any loss of key members of the executive team could have a negative impact on the company’s ability to manage and grow its business effectively. The company does not maintain a key person life insurance policy on any of the members of its senior management team. As a result, the company would have no way to cover the financial loss if it were to lose the services of its directors or officers.
New competitors may enter the market. The company operates in a relatively new market and the competitive landscape is not yet clear. New competitors may enter the market with an expanded range of products at a lower cost, targeting the same customer base, which may force the company to cut prices.
Competitors may be able to call upon more resources than the company. While the company believes that the Omni is unique, there may be other ways to provide for 360-degree movement and interaction for virtual reality. Additionally, competitors may replicate Virtuix's business ideas and produce directly competing products, possibly without having to rely on outsourced manufacturing. These competitors may be better capitalized than Virtuix, which would give them a significant advantage. This would particularly be the case if major technology companies were to enter the market.
Virtuix could be adversely affected by product liability, personal injury, or other health and safety issues. The company could be adversely impacted by the supply of defective products. Defective products or errors in the company’s technology could lead to serious injury or death. Product liability or personal injury claims may be asserted against the company with respect to any of the products it supplies or services it provides. Virtuix is also liable for harms caused by any faults in raw materials or products supplied by third-party manufacturers and suppliers that it utilizes. It is the company’s responsibility to maintain a quality management system and to audit its suppliers to ensure that products supplied to the company meet proper standards. Should a product or other liability issue arise, the coverage limits under insurance programs and the indemnification amounts available to the company may not be adequate to protect it against claims and judgments. The company also may not be able to maintain such insurance on acceptable terms in the future. The company could suffer significant reputational damage and financial liability if it experiences any of the foregoing health and safety issues or incidents, which could have a material adverse effect on its business operations, financial condition, and results of operations.
All of the company’s assets, including intellectual property, are pledged as collateral to a lender. Pursuant to the Loan and Security Agreement dated November 12, 2018 and the IP Security Agreement dated November 12, 2018 between the following parties: Virtuix Holdings, Inc., Virtuix Inc., Virtuix Manufacturing Ltd., and Venture Lending and Leasing VIII and Venture Lending and Leasing IX, Inc., the company has granted a security interest in all of its personal property and intellectual property, whether it exists as of November 12, 2018 or is later acquired. In the event the company is in an Event of Default (as defined by the Loan and Security Agreement), or breaches any warranty or agreement made in the Loan and Security Agreement and does not cure the breach within 30 days, the lender could acquire all of the company’s assets, including all of its intellectual property.
A portion of the proceeds from the Offering will be used for the repayment of existing debt of the company and not used to further invest in its operations. The company intends to use a portion of the proceeds of the Offering to repay existing subordinated promissory notes that have been issued by the company. As such, those funds will not be used to further invest in its operations, but will go to pay off the outstanding balance from previous financing by the company, which has already been put towards the company’s operations.
The company’s consolidated financial statements include a going concern opinion. The company’s consolidated financial statements were prepared on a “going concern” basis. Certain matters, as described in the accompanying financial statements, indicate there may be substantial doubt about the company's ability to continue as a going concern. The company has not generated profits since inception, has negative cash flows from operations, has sustained net losses of $3,580,222 and $2,672,623 for the years ended March 31, 2020 and 2019, respectively, has an accumulated deficit of $21,388,253 as of March 31, 2020, has a working capital deficit of $3,941,594 as of March 31, 2020, and lacks liquid assets to satisfy its obligations as they come due with $152,376 of cash as of March 31, 2020. These factors, among others, raise substantial doubt about the ability of the company to continue as a going concern within one year after the date that the consolidated financial statements are available to be issued.
The company discovered a material weakness in its internal controls over financial reporting, and has since undertaken a restatement of its financial statements for the year ended March 31, 2019, which have not been widely distributed. The company has undertaken a restatement of its financial statements for the year ended March 31, 2019, which have not been previously filed with the SEC or otherwise widely distributed, in connection with certain errors detected in applying certain accounting principles. In connection with these errors, company management has determined and its independent auditor has reported to the company, that a material weakness existed in internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The weakness identified is insufficient controls over the recording and disclosure of its financial transactions to detect and correct material misstatements to its financial statements in a timely manner. Actions are currently being implemented to remediate the material weaknesses, including implementing a more thorough review and documentation process.
Tax and accounting rules for our subsidiary operating in mainland China differ from those of the company's parent entity and Hong Kong based subsidiary. Virtuix Manufacturing (Zhuhai) Co., Ltd. (“VML_ZH”) is a subsidiary of the company registered in Zhuhai, Guangdong, China that was formed to sell products to Chinese customers and transact CNY-denominated business with Chinese suppliers. Under the People’s Republic of China Enterprise Income Tax Law, enterprise income tax is collected from companies on a quarterly basis, and is based on the net income companies obtain while exercising their business activity, normally during one business year. The standard tax rate is 25%. The company will be required to account for this tax treatment throughout the year, which may impact the presentation of our financial results.
Further, in a traditional parent-subsidiary company relationship, cash generated by the subsidiary would be able to freely flow up to the parent. However, currency controls applicable to VML_ZH prevent that movement of cash, which the company will need to account for in the presentation of our financial results.
Adverse changes in economic and political policies in China, or Chinese laws or regulations could have a material adverse effect on business conditions and the overall economic growth of China, which could adversely affect the company's business. The Chinese economy differs from the economies of other countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. The Chinese economy has been transitioning from a planned economy to a more market-oriented economy. Despite reforms, the government continues to exercise significant control over China’s economic growth by way of the allocation of resources, control over foreign currency-denominated obligations and monetary policy and provision of preferential treatment to particular industries or companies.
In addition, the laws, regulations and legal requirements in China, including the laws that apply to wholly foreign-owned enterprise, or “WFOE”, are subject to frequent changes. The interpretation and enforcement of such laws is uncertain. Protections of intellectual property rights and confidentiality in China may not be as effective as in the U.S. or other countries or regions with more developed legal systems. Any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention. Any adverse changes to these laws, regulations and legal requirements or their interpretation or enforcement could have a material adverse effect on our business.
Furthermore, while China’s economy has experienced rapid growth in the past 20 years, growth has been uneven across different regions, among various economic sectors and over time. China has also in the past and may in the future experience economic downturns due to, for example, government austerity measures, changes in government policies relating to capital spending, limitations placed on the ability of commercial banks to make loans, reduced levels of exports and international trade, inflation, lack of financial liquidity, stock market volatility and global economic conditions. Any of these developments could contribute to a decline in business and consumer spending in addition to other adverse market conditions, which could adversely affect our business.
The company has previously issued secured debt. The company has an outstanding loan with a balance of $350,000 as of July 1, 2020, secured by a pledge of 2,000,000 shares of the Common Stock of Virtuix Inc. and the intellectual property of the company as collateral for the loan. In the event of default on repayment of this loan, the lender may take possession and sell the collateral to satisfy the company’s obligations under the loan.
The company’s results of operations may be negatively impacted by the coronavirus outbreak. In December 2019, a novel strain of coronavirus, or COVID-19, was reported to have surfaced in Wuhan, China. COVID-19 has spread to many countries, including the United States, and was declared to be a pandemic by the World Health Organization. Efforts to contain the spread of COVID-19 have intensified, and the U.S., Europe, and Asia have implemented severe travel restrictions and social distancing. The impacts of the outbreak are unknown and rapidly evolving. A widespread health crisis has adversely affected and could continue to affect the global economy, resulting in an economic downturn that could negatively impact the value of the shares and investor demand for the shares generally.
The continued spread of COVID-19 has also led to severe disruption and volatility in the global capital markets, which could increase the company’s cost of capital and adversely affect its ability to access the capital markets in the future. It is possible that the continued spread of COVID-19 could cause a further economic slowdown or recession or cause other unpredictable events, each of which could adversely affect Virtuix’s business, results of operations, or financial condition.
The extent to which COVID-19 affects the company’s financial results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the COVID-19 outbreak and the actions to contain the outbreak or treat its impact, among others. Moreover, the COVID-19 outbreak has had and may continue to have indeterminable adverse effects on general commercial activity and the world economy, and the company’s business and results of operations could be adversely affected to the extent that COVID-19 or any other pandemic harms the global economy generally.
The company may accept cancellation of debt as consideration for the issuance of its Series A-2 Preferred Stock in this Offering. The company is making available to its current creditors the opportunity to cancel outstanding debt in exchange for the issuance of shares of its Series A-2 Preferred Stock in this Offering. While cancellation of debt will not count towards the $1,000,000 minimum financing required to receive any proceeds in this Offering, any debt cancellation accepted by the company would reduce the total new cash proceeds the company may receive. As such, the company may not receive the full amount of new cash consideration to invest in its operations if it accepts debt cancellation.
*Please refer to Preliminary Offering Circular for full list of Risk Factors
Start-up investing is risky. Investing in startups is very risky, highly speculative, and should not be made by anyone who cannot afford to lose their entire investment. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup or early-stage venture often relies on the development of a new product or service that may or may not find a market. Before investing, you should carefully consider the specific risks and disclosures related to both this offering type and the company which can be found in this company profile and the documents in the data room below.
Your shares are not easily transferable. You should not plan on being able to readily transfer and/or resell your security. Currently there is no market or liquidity for these shares and the company does not have any plans to list these shares on an exchange or other secondary market. At some point the company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a "liquidation event" occurs. A "liquidation event" is when the company either lists their shares on an exchange, is acquired, or goes bankrupt.
The Company may not pay dividends for the foreseeable future. Unless otherwise specified in the offering documents and subject to state law, you are not entitled to receive any dividends on your interest in the Company. Accordingly, any potential investor who anticipates the need for current dividends or income from an investment should not purchase any of the securities offered on the Site.
Valuation and capitalization. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold.
You may only receive limited disclosure. While the company must disclose certain information, since the company is at an early-stage they may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long history. The company may also only obligated to file information periodically regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events — through continuing disclosure that you can use to evaluate the status of your investment.
Investment in personnel. An early-stage investment is also an investment in the entrepreneur or management of the company. Being able to execute on the business plan is often an important factor in whether the business is viable and successful. You should be aware that a portion of your investment may fund the compensation of the company's employees, including its management. You should carefully review any disclosure regarding the company's use of proceeds.
Possibility of fraud. In light of the relative ease with which early-stage companies can raise funds, it may be the case that certain opportunities turn out to be money-losing fraudulent schemes. As with other investments, there is no guarantee that investments will be immune from fraud.
Lack of professional guidance. Many successful companies partially attribute their early success to the guidance of professional early-stage investors (e.g., angel investors and venture capital firms). These investors often negotiate for seats on the company's board of directors and play an important role through their resources, contacts and experience in assisting early-stage companies in executing on their business plans. An early-stage company may not have the benefit of such professional investors.
Representatives of SI Securities, LLC are affiliated with SI Advisors, LLC ("SI Advisors") Representatives of SI Securities, LLC are affiliated with SI Advisors, LLC ("SI Advisors"). SI Advisors is an exempt investment advisor that acts as the General Partner of SI Selections Fund I, L.P. ("SI Selections Fund"). SI Selections Fund is an early stage venture capital fund owned by third-party investors. From time to time, SI Selections Fund may invest in offerings made available on the SeedInvest platform, including this offering. Investments made by SI Selections Fund may be counted towards the total funds raised necessary to reach the minimum funding target as disclosed in the applicable offering materials.
Frequently Asked Questions
"The SEC has qualified this offering" means the SEC has permitted Virtuix to offer for sale the securities described in the Offering Circular to investors such as you. The SEC is not judging the merits, accuracy, or completeness of the offering and information in the Offering Circular.
When you complete your investment on SeedInvest, your money will be transferred to an escrow account where an independent escrow agent will watch over your investment until it is accepted by Virtuix. Once Virtuix accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Virtuix in exchange for your securities. At that point, you will be a proud owner in Virtuix.
Preferred equity is usually issued to outside investors and carries rights and conditions that are different from that of common stock. For example, preferred equity may include rights that prevent or minimize the effects of dilution or grants special privileges in situations when the company is sold.
A convertible note is a unique form of debt that converts into equity, usually in conjunction with a future financing round. The investor effectively loans money to a startup with the expectation that they will receive equity in the company in the future at a discounted price per share when the company raises its next round of financing.
To learn more about startup investment types check out “How to Choose a Startup Investment” in our academy.
To make an investment, you will need the following information readily available:
- Personal information such as your current address and phone number
- Employment and employer information
- Net worth and income information
- Social Security Number or passport
- ABA bank routing number and checking account number (typically found on a personal check or bank statement)
Until a closing occurs, you may cancel your investment at any time, for any reason. You will receive an email when the closing occurs and your securities have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your portfolio page by clicking your profile icon in the top right corner.
Currently there is no market or liquidity for these securities. Right now Virtuix does not plan to list these securities on a national exchange or another secondary market. At some point Virtuix may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when Virtuix either lists their securities on an exchange, is acquired, or goes bankrupt.
You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement.
This is Virtuix's fundraising profile page, where you can find information that may be helpful for you to make an investment decision in their company. The information on this page includes the company overview, team bios, and the risks and disclosures related to this investment opportunity. You will also find a copy of the Virtuix's Offering Circular, which has been qualified by the SEC. The Offering Circular includes important details about Virtuix's fundraise that you should review before investing.
This investment is highly speculative and should not be made by anyone who cannot afford to risk the entire investment amount. In addition to these risks, you should carefully consider the specific information and risks disclosed in Virtuix’s profile and Offering Circular.