VirTra, Inc 8-K, filed Nov 3, 2020
VirTra, Inc (VTSI)
About this 8-K
VirTra, Inc filed this 8-K on November 3, 2020, reporting on events of October 14, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): October 14, 2020
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.) |
| 7970 S. Kyrene Rd. | ||
| Tempe, AZ | 85284 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (480) 968-1488
Not Applicable
(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 [X]
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 11, 2020, Mitchell Saltz, a member of the Board of Directors (the “Board”) of VirTra, Inc. (the “Company”), passed away. On November 2, 2020, the Company appointed John F. Givens to serve as a member of the Board, to fill the vacancy created by Mr. Saltz’s death. The Board also appointed Mr. Givens to serve as Chairman of the Nominating and Corporate Governance Committee and as a member of the Audit Committee and Compensation Committee.
Mr. Givens, age 56, brings to the Board over 20 years of experience as a board member, entrepreneur, and corporate executive with a unique track record of successfully selling and implementing large military simulation contracts worldwide. Currently, Mr. Givens serves as a military board advisor to Bohemia Interactive Simulations (“BISim”), a global developer of advanced military simulation and training software. Until April 2019, Mr. Givens served as president of BISim. In 2010, he established the U.S. company of BISim, and during his tenure as president of the company, he led the business development of its military simulation products from inception to becoming one of the most widely used simulation products throughout all branches of the U.S. military. He has received numerous awards and honors throughout his career, including an appointment to the board of directors of the National Center for Simulation (NCS), an association of defense companies, government, academic, and industry members, and the “Pioneer Award” for outstanding contributions and innovations to the training and effectiveness of U.S. and overseas soldiers, sailors, and airmen. Givens graduated with a Bachelor of Science degree in Computer Science from Florida Institute of Technology and proudly served in the United States Army.
Item 7.01. Regulation FD Disclosure
On October 14, 2020, the Company issued a press release announcing Mr. Saltz’s passing. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in the websites is not a part of this Current Report on Form 8-K.
On November 3, 2020, the Company issued a press release announcing the appointment of Mr. Givens. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference. The information contained in the websites is not a part of this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release of registrant dated October 14, 2020. | |
| 99.2 | Press release of registrant dated November 3, 2020. |
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: November 3, 2020 | By: | /s/ Robert D. Ferris |
| Name: | Robert D. Ferris | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
VirTra Mourns Passing of Board Member Mitchell Saltz
TEMPE, Ariz., Oct. 14, 2020 (GLOBE NEWSWIRE) — VirTra, Inc. (NASDAQ: VTSI) (“VirTra”), a global provider of training simulators for the law enforcement, military, educational and commercial markets, mourns the passing of its board member Mitchell Saltz.
“Mitch was a mentor, a colleague, and a valued advisor at the highest level, and we are deeply saddened by his passing,” said Bob Ferris, chairman and chief executive officer of VirTra. “I’ll immensely miss his candid advice, humble demeanor, and tremendous wisdom. His guidance, leadership, and industry expertise were instrumental to advancing VirTra forward on several fronts, and we are extremely grateful for the four years he spent as a member of our Board of Directors. Our thoughts and prayers are with his family and loved ones.”
VirTra’s Board of Directors is currently evaluating plans for succession and will provide updates as they materialize.
About VirTra
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:
This news release includes certain information that may constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by terminology such as “could,” “may,” “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “proposed,” “planned,” “potential” and similar expressions, or are those, which, by their nature, refer to future events. All statements, other than statements of historical fact, included herein, including statements about VirTra’s beliefs and expectations, are forward-looking statements. Forward-looking information is necessarily based upon a number of assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Although VirTra believes that such statements are reasonable, it can give no assurance that such forward-looking information will prove to be accurate. VirTra cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward-looking statements as a result of various factors. Accordingly, due to the risks, uncertainties and assumptions inherent in forward-looking information, readers and prospective investors in the Company’s securities should not place undue reliance on forward-looking information. All forward-looking information contained in this press release is given as of the date hereof, is based upon the opinions and estimates of management and information available to management as at the date hereof and is subject to change. The Company assumes no obligation to revise or update forward-looking information to reflect new circumstances, whether as a result of new information, future events or otherwise, except as required by law.
Investor Relations Contact:
Matt Glover or Charlie Schumacher
VTSI@gatewayir.com
949-574-3860
Exhibit 99.2
VirTra Appoints Military Simulation Training Expert, John Givens, to Board of Directors
TEMPE, Ariz. — November 3, 2020 — VirTra, Inc. (NASDAQ: VTSI), a global provider of training simulators for the law enforcement, military, educational, and commercial markets, has appointed John Givens to its board of directors. With Givens’s appointment, VirTra’s board of directors returns to five directors, including three independent directors and two inside directors.
Givens brings to VirTra’s board over 20 years of experience as a board member, entrepreneur, and corporate executive with a unique track record of successfully selling and implementing large military simulation contracts worldwide. Currently, Givens serves as a military board advisor to Bohemia Interactive Simulations (BISim), a global developer of advanced military simulation and training software. In 2010, he established the US company of BISim, and during his tenure as president of the company, he led the business development of its military simulation products from inception to becoming one of the most widely used simulation products throughout all branches of the U.S. military. He has received numerous awards and honors throughout his career, including an appointment to the board of directors of the National Center for Simulation (NCS), an association of defense companies, government, academic, and industry members, and the “Pioneer Award” for outstanding contributions and innovations to the training and effectiveness of U.S. and overseas soldiers, sailors, and airmen. Givens graduated with a Bachelor of Science degree in Computer Science from Florida Institute of Technology and proudly served in the United States Army.
“John’s an incredibly well respected and accomplished simulation industry executive, and we’re very fortunate to have him join our board,” said Bob Ferris, chairman and chief executive officer of VirTra. “The wealth of hard-earned experience and industry relationships he brings to VirTra from his remarkable success in building one of the most prominent simulation training companies in the world will be of tremendous value to our organization.”
Givens added, “It’s a privilege to join VirTra’s board of directors and to have the opportunity to leverage my expertise to contribute to the company’s strategic decisions, independent oversight and corporate governance. I look forward to helping steer VirTra towards ever greater successes and enhance VirTra’s value to its customers, to the market, and to its shareholders.”
About VirTra
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.
Investor Relations Contact:
Matt Glover or Charlie Schumacher
VTSI@gatewayir.com
949-574-3860