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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 10, 2022

 

VIRTRA, INC.

(Exact name of Registrant as Specified in Its Charter)

 

Nevada   001-38420   93-1207631
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)

 

295 E. Corporate Place    
Chandler, AZ   85225
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (480) 968-1488

 

7970 S. Kyrene Rd., Tempe, AZ 85284

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.0001 par value   VTSI   NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

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.

 

 

 

 

 

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

As previously disclosed on April 7, 2022 and May 19, 2022 VirTra received notices from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) on April 5, 2022 and May 17, 2022, respectively, stating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because it had not timely filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Annual Report”) and Form 10-Q for the quarter ended March 31, 2022 (the “Form 10-Q”) with the U.S. Securities and Exchange Commission.

 

On June 10, 2022, the Company received notice from the Listing Qualifications Department that its request for an extension to regain compliance with the Nasdaq Listing Rules has been granted. VirTra has until August 12, 2022 to file both its 2021 Annual Report and its Form 10-Q with the U.S. Securities and Exchange Commission.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press release of the registrant dated June 10, 2022
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  VIRTRA, INC.
     
Date: June 10, 2022 By: /s/ Robert D. Ferris
  Name: Robert D. Ferris
  Title: Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

 

VirTra Announces Listing Extension Granted by Nasdaq

 

TEMPE, Ariz. — June 10, 2022 — VirTra, Inc. (NASDAQ: VTSI) (“VirTra”), a global provider of judgmental use of force training simulators, and firearms training simulators for the law enforcement and military markets, announced today that the Company received notice from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) that its request for an extension to regain compliance with the Nasdaq Listing Rules has been granted. VirTra has until August 12, 2022 to file both its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Annual Report”) and its Form 10-Q for the quarter ended March 31, 2022 (the “Form 10-Q”) with the U.S. Securities and Exchange Commission. VirTra expects to file the 2021 Annual Report and Form 10-Q by August 12, 2022 and regain compliance with the Nasdaq Listing Rules.

 

As previously disclosed on April 7, 2022 and May 19, 2022 VirTra received notices from the Listing Qualifications Department of Nasdaq on April 5, 2022 and May 17, 2022, respectively, stating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because it had not timely filed its 2021 Annual Report and Form 10-Q with the U.S. Securities and Exchange Commission. Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all required public financial reports with the SEC.

 

About VirTra, Inc.

 

VirTra (NASDAQ: VTSI) is a global provider of judgmental use of force training simulators, firearms training simulators and driving simulators for the law enforcement, military, educational and commercial markets. The company’s patented technologies, software, and scenarios provide intense training for de-escalation, judgmental use-of-force, marksmanship, and related training that mimics real-world situations. VirTra’s mission is to save and improve lives worldwide through practical and highly effective virtual reality and simulator technology. Learn more about the company at www.VirTra.com.

 

Forward-Looking Statements

 

The information in this discussion contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “should,” “could,” “predicts,” “potential,” “continue,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements. All forward-looking statements in this document are made based on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. In evaluating these statements, you should specifically consider various factors, uncertainties and risks that could affect our future results or operations. These factors, uncertainties and risks may cause our actual results to differ materially from any forward-looking statement set forth in the reports we file with or furnish to the Securities and Exchange Commission (the “SEC”). You should carefully consider these risk and uncertainties described and other information contained in the reports we file with or furnish to the SEC before making any investment decision with respect to our securities. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

 

Investor Relations Contact:

 

Matt Glover and Jeff Grampp, CFA

Gateway Group, Inc.

[email protected]

949-574-3860