8-K
VirTra, Inc (VTSI)
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
Dateof Report (Date of earliest event reported): November 10, 2025
VIRTRA,
INC.
(Exact name of Registrant as Specified in Its Charter)
| Nevada | 001-38420 | 93-1207631 |
|---|---|---|
| (State<br> or Other Jurisdiction | (Commission | (IRS<br> Employer |
| of<br> Incorporation) | File<br> Number) | Identification<br> No.) |
| 295 E. Corporate Place | ||
| --- | --- | |
| Chandler, AZ | 85225 | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
Registrant’s Telephone Number, Including Area Code: (480) 968-1488
NotApplicable
(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> Stock, $0.0001 par value | VTSI | NASDAQ<br> 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. ☐
Item2.02. Results of Operations and Financial Condition.
On November 10, 2025, VirTra, Inc. issued a press release announcing its financial results for the third quarter and nine months ended September 30, 2025. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in the website is not a part of this Current Report on Form 8-K.
The information under this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release of the registrant dated November 10, 2025 |
| 104 | Cover<br> 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:<br> November 10, 2025 | By: | /s/ John F. Givens II |
| Name: | John<br> F. Givens II | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
VirTraReports Third Quarter and Nine Months 2025 Financial Results
CHANDLER,Ariz. — November 10, 2025 — VirTra, Inc. (Nasdaq: VTSI) (“VirTra” or the “Company”), a global provider of judgmental use-of-force and firearms training simulators, reported results for the third quarter ended September 30, 2025. The financial statements are available on VirTra’s website and here.
ThirdQuarter 2025 and Recent Operational Highlights
| ● | Bookings totaled $8.4 million in Q3 2025. |
|---|---|
| ● | Secured a $4.8 million multi-site contract to deliver law enforcement training systems in Colombia. |
| ● | Validated and approved for full deployment of 20 simulators with the Royal Canadian Mounted Police, expanding VirTra’s installed<br> base and training footprint across Canada. |
| ● | Introduced the V-One Portable Simulator, a compact, high-quality training solution tailored for smaller agencies and mobile training environments. |
| ● | Demonstrated the Soldier Virtual Training (SVT) System for the U.S. Army’s Program Executive Office for Simulation, Training and Instrumentation<br> (PEO STRI), including APEX analytics integration and VBS4 interoperability. |
ThirdQuarter and Nine Month 2025 Financial Highlights
| For<br> the Three Months Ended | For<br> the Nine Months Ended | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| All<br> figures in millions, except per share data | September 30, 2025 | September 30, 2024 | %<br> Δ | September 30, 2025 | September 30, 2024* | %<br> Δ | ||||||||||||
| Total<br> Revenue | $ | 5.3 | $ | 7.5 | -29 | % | $ | 19.5 | $ | 20.9 | -7 | % | ||||||
| Gross<br> Profit | $ | 3.5 | $ | 5.5 | -36 | % | $ | 13.5 | $ | 15.7 | -14 | % | ||||||
| Gross<br> Margin | 66 | % | 73 | % | N/A | 69 | % | 75 | % | N/A | ||||||||
| Net<br> Income (Loss) | $ | (0.4 | ) | $ | 0.6 | N/A | $ | 1.1 | $ | 2.3 | N/A | |||||||
| Diluted<br> EPS | $ | (0.03 | ) | $ | 0.05 | N/A | $ | 0.09 | $ | 0.21 | N/A | |||||||
| Adjusted<br> EBITDA | $ | 0.10 | $ | 1.10 | -91 | % | $ | 2.49 | $ | 4.00 | -38 | % |
*Thecolumn for the nine months ended September 30, 2024 reflects restated financials.
ManagementCommentary
VirTra CEO John Givens stated, “In the third quarter, we continued to work through a slower federal funding cycle. The timing of federal awards and customer acceptances affected near-term revenue recognition, but it has not changed the level of engagement we are seeing from agencies. Our backlog increased again in Q3, and we entered the fourth quarter with a larger pipeline of opportunities tied to grant-driven purchasing.”
“We also made meaningful progress improving how we reach and support customers. We launched our revamped website in September, and we are already generating more qualified leads. Agencies are spending more time evaluating products and requesting information. At IACP last month, we introduced the V-One Portable Simulator for smaller agencies, and the early response reinforces the importance of making high-quality training accessible across budgetary ranges.”
“Our core law enforcement business remains a central focus. The Department of Justice’s COPS grant program has already identified the agencies slated to receive funding based on applications that close on June 30, and we believe VirTra will be among the beneficiaries once those announcements are made. International activity continues to gain momentum, including new deployments in Canada and a multi-site award in Colombia. As grant awards progress toward contract and customer acceptances resume, we believe we are well positioned to convert pent-up demand into revenue.”
NineMonths 2025 Financial Results
Totalrevenue for the first nine months was $19.5 million, compared to $20.9 million (restated) in the prior year period. The 7% decrease was primarily due to decreased revenues from simulators and accessories.
Grossprofit for the first nine months was $13.5 million (69% of revenue), compared to $15.7 million (75% of revenue) in the prior year period.
Netoperating expense for the first nine months was $11.7 million, an 11% decrease from $13.2 million in the prior year period, maintaining disciplined cost management.
Operatingincome for the first nine months was $1.8 million, compared to $3.3 million in the prior year period.
Netincome for the first nine months was $1.1 million, or $0.09 per diluted share, compared to $2.3 million, or $0.21 per diluted share, in the prior year period.
AdjustedEBITDA, a non-GAAP metric, was $2.5 million for the first nine months of 2025, compared to $4.0 million in the prior year period.
ThirdQuarter 2025 Financial Results
Totalrevenue for the third quarter was $5.3 million, compared to $7.5 million in the prior year period. The decrease can primarily be attributed to lower revenues from the government sector due to funding delays.
Grossprofit for the third quarter was $3.5 million (66% of total revenue), compared to $5.5 million (73% of total revenue) in the prior year period.
Netoperating expense for the third quarter was $4.0 million, a 16% decrease from $4.7 million in the prior year period, maintaining cost discipline.
Operatingincome for the third quarter was ($0.5) million compared to $0.8 million in the prior year period.
Netincome for the third quarter was ($0.4) million, or ($0.03) per diluted share, compared to $0.6 million, or $0.05 per diluted share, in the prior year period.
AdjustedEBITDA, a non-GAAP metric, was $0.1 million for the third quarter, compared to $1.1 million in the prior year period.
Cashand cash equivalents were $20.8 million at September 30, 2025, compared to $18.0 million at December 31, 2024. Maintained working capital of $32.9 million, positioning the Company for sustained growth.
FinancialCommentary
“Our results for the first nine months reflect the challenging federal funding environment we’ve been operating in,” said CFO Alanna Boudreau. “Despite that backdrop, we continued to manage the business with discipline. Operating expenses were down year over year, and gross margins remained solid. STEP renewals and new agreements added recurring revenue during the quarter, which helped offset the timing of capital orders. Our balance sheet remains strong with $20.8 million dollars in cash and $32.9 million in working capital. Our backlog increased to $21.9 million, giving us visibility into future quarters. We believe we are well positioned to support agencies as funding gains velocity and to continue investing in the areas that will drive long-term growth.”
ConferenceCall
VirTra’s management will hold a conference call today (November 10, 2025) at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) to discuss these results. VirTra’s CEO John Givens and Chief Financial Officer Alanna Boudreau will host the call, followed by a question-and-answer period.
U.S. dial-in number: 1-877-407-9208
International number: 1-201-493-6784
Conference ID: 13756733
Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at 949-574-3860.
The conference call will be broadcast live and available for replay here and via the investor relations section of the Company’s website.
A replay of the call will be available after 7:30 p.m. Eastern time on the same day through November 24, 2025.
Toll-free replay number: 1-844-512-2921
International replay number: 1-412-317-6671
Replay ID: 13756733
AboutVirTra, Inc.
VirTra (Nasdaq: VTSI) is a global provider of judgmental use-of-force and firearms training simulators for law enforcement, military, educational, and commercial markets. Since 1993, VirTra has been dedicated to saving lives by providing highly effective, realistic training designed to prepare officers for the most difficult real-world situations.
Aboutthe Presentation of Adjusted EBITDA
Adjusted earnings before interest, income taxes, depreciation, and amortization and before other non-operating costs and income (“Adjusted EBITDA”) is a non-GAAP financial measure. Adjusted EBITDA also includes non-cash stock option expense and other than temporary impairment loss on investments. Other companies may calculate Adjusted EBITDA differently. VirTra calculates its Adjusted EBITDA to eliminate the impact of certain items it does not consider to be indicative of its performance and its ongoing operations. Adjusted EBITDA is presented herein because management believes the presentation of Adjusted EBITDA provides useful information to VirTra’s investors regarding VirTra’s financial condition and results of operations and because Adjusted EBITDA is frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in VirTra’s industry, several of which present a form of Adjusted EBITDA when reporting their results. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of VirTra’s results as reported under accounting principles generally accepted in the United States of America (“GAAP”). Adjusted EBITDA should not be considered as an alternative for net income, cash flows from operating activities and other consolidated income or cash flows statement data prepared in accordance with GAAP or as a measure of profitability or liquidity. A reconciliation of net income to Adjusted EBITDA is provided in the following tables:
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Restated) | ||||||||||||||||||||||||
| September 30, | September 30, | Increase | % | September 30, | September 30, | Increase | % | |||||||||||||||||
| 2025 | 2024 | (Decrease) | Change | 2025 | 2024 | (Decrease) | Change | |||||||||||||||||
| Net Income (Loss) | $ | (388,567 | ) | $ | 583,101 | $ | (971,668 | ) | -167 | % | $ | 1,050,807 | $ | 2,252,025 | $ | (1,201,218 | ) | -53 | % | |||||
| Adjustments: | ||||||||||||||||||||||||
| Provision for income taxes | 28,090 | 208,000 | (179,910 | ) | -86 | % | 121,091 | 807,000 | (685,909 | ) | -85 | % | ||||||||||||
| Depreciation and amortization | 466,876 | 308,924 | 157,952 | 51 | % | 1,297,209 | 834,494 | 462,715 | 55 | % | ||||||||||||||
| Interest (net) | (55,831 | ) | (55,919 | ) | 88 | 0 | % | (103,958 | ) | (144,876 | ) | 40,918 | -28 | % | ||||||||||
| EBITDA | 50,568 | 1,044,106 | (993,539 | ) | -95 | % | 2,365,149 | 3,748,643 | (1,383,494 | ) | -37 | % | ||||||||||||
| Right of use amortization | 40,871 | 38,720 | 2,151 | 6 | % | 125,236 | 238,213 | (112,977 | ) | -47 | % | |||||||||||||
| Adjusted EBITDA | $ | 91,438 | $ | 1,082,826 | $ | (991,388 | ) | -92 | % | $ | 2,490,385 | $ | 3,986,856 | $ | (1,496,471 | ) | -38 | % |
Forward-LookingStatements
Theinformation in this discussion contains forward-looking statements and information within the meaning of Section 27A of the SecuritiesAct 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 toidentify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actuallyachieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance onour forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosedin 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 madebased on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that couldcause 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 reportswe file with or furnish to the Securities and Exchange Commission (the “SEC”). You should carefully consider these risk anduncertainties described and other information contained in the reports we file with or furnish to the SEC before making any investmentdecision with respect to our securities. All forward-looking statements attributable to us or persons acting on our behalf are expresslyqualified in their entirety by this cautionary statement.
InvestorRelations Contact:
Alec Wilson and Greg Bradbury
Gateway Group, Inc.
VTSI@gateway-grp.com
949-574-3860
-FinancialTables to Follow-
VIRTRA,INC.
CONDENSEDBALANCE SHEETS
(UNAUDITED)
| December 31, 2024 | |||
|---|---|---|---|
| ASSETS | |||
| Current assets: | |||
| Cash and cash equivalents | 20,767,105 | $ | 18,040,827 |
| Accounts receivable, net | 5,008,846 | 8,005,452 | |
| Inventory, net | 12,337,341 | 14,583,400 | |
| Unbilled revenue | 1,595,419 | 2,570,441 | |
| Prepaid expenses and other current assets | 2,546,410 | 1,273,115 | |
| Deferred contract costs – short-term | 341,009 | - | |
| Total current assets | 42,596,130 | 44,473,235 | |
| Long-term assets: | |||
| Property and equipment, net | 16,346,665 | 16,204,663 | |
| Operating lease right-of-use asset, net | 311,859 | 437,095 | |
| Intangible assets, net | 2,628,683 | 558,651 | |
| Security deposits, long-term | 15,979 | 35,691 | |
| Other assets, long-term | 148,177 | 148,177 | |
| Deferred tax asset, net | 3,482,134 | 3,595,574 | |
| Deferred contract costs – long-term | 673,949 | - | |
| Total long-term assets | 23,607,446 | 20,979,851 | |
| Total assets | 66,203,576 | $ | 65,453,086 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||
| Current liabilities: | |||
| Accounts payable | 1,184,863 | $ | 957,384 |
| Accrued compensation and related costs | 916,841 | 1,253,544 | |
| Accrued expenses and other current liabilities | 489,527 | 657,114 | |
| Note payable, current | 226,910 | 230,787 | |
| Operating lease liability, short-term | 195,085 | 192,410 | |
| Deferred revenue, short-term | 6,670,352 | 6,355,316 | |
| Total current liabilities | 9,683,578 | 9,646,555 | |
| Long-term liabilities: | |||
| Deferred revenue, long-term | 2,175,811 | 2,282,996 | |
| Note payable, long-term | 7,378,357 | 7,567,536 | |
| Operating lease liability, long-term | 135,196 | 265,111 | |
| Total long-term liabilities | 9,689,364 | 10,115,643 | |
| Total liabilities | 19,372,942 | 19,762,198 | |
| Commitments and contingencies (See Note 11) | |||
| Stockholders’ equity: | |||
| Preferred stock 0.0001 par value; 2,500,000 authorized; no shares issued or outstanding | - | - | |
| Common stock 0.0001 par value; 50,000,000 shares authorized; 11,283,107 shares issued and outstanding as of September 30, 2025 and 11,255,709 shares issued and outstanding as of December 31, 2024 | 1,128 | 1,125 | |
| Class A common stock 0.0001 par value; 2,500,000 shares authorized; no shares issued or outstanding | - | - | |
| Class B common stock 0.0001 par value; 7,500,000 shares authorized; no shares issued or outstanding | - | - | |
| Additional paid-in capital | 33,004,048 | 32,915,112 | |
| Retained Earnings | 13,825,458 | 12,774,651 | |
| Total stockholders’ equity | 46,830,634 | 45,690,888 | |
| Total liabilities and stockholders’ equity | 66,203,576 | $ | 65,453,086 |
All values are in US Dollars.
VIRTRA,INC.
CONDENSEDSTATEMENTS OF OPERATIONS
(UNAUDITED)
| Three<br> Months Ended | Nine<br> Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September<br> 30, 2025 | September<br> 30, 2024 | September<br> 30, 2025 | September<br> 30, 2024 | |||||||||
| (Restated) | ||||||||||||
| Revenues: | ||||||||||||
| Net<br> sales | $ | 5,349,993 | $ | 7,484,269 | $ | 19,489,178 | $ | 20,905,730 | ||||
| Total<br> revenue | 5,349,993 | 7,484,269 | 19,489,178 | 20,905,730 | ||||||||
| Cost<br> of sales | 1,831,969 | 1,986,296 | 5,961,795 | 5,168,978 | ||||||||
| Gross<br> profit | 3,518,024 | 5,497,973 | 13,527,383 | 15,736,752 | ||||||||
| Operating<br> expenses: | ||||||||||||
| General<br> and administrative | 3,278,663 | 3,615,947 | 9,788,609 | 10,925,915 | ||||||||
| Research<br> and development | 689,521 | 1,126,394 | 1,906,764 | 2,273,422 | ||||||||
| Net<br> operating expense | 3,968,184 | 4,742,341 | 11,695,373 | 13,199,337 | ||||||||
| Income<br> (loss) from operations | (450,160 | ) | 755,632 | 1,832,010 | 3,285,392 | |||||||
| Other<br> income (expense): | ||||||||||||
| Other<br> income | 114,454 | 104,447 | 264,337 | 731,847 | ||||||||
| Other<br> (expense) | (24,771 | ) | (68,978 | ) | (924,449 | ) | (210,237 | ) | ||||
| Net<br> other income (expense) | 89,683 | 35,469 | (660,112 | ) | 521,610 | |||||||
| Income<br> (Loss) before provision for income taxes | (360,477 | ) | 791,101 | 1,171,898 | 3,059,025 | |||||||
| Provision<br> (Benefit) for income taxes | 28,090 | 208,000 | 121,091 | 807,000 | ||||||||
| Net<br> income (loss) | $ | (388,567 | ) | $ | 583,101 | $ | 1,050,807 | $ | 2,252,025 | |||
| Net<br> income (loss) per common share: | ||||||||||||
| Basic | $ | (0.03 | ) | $ | 0.05 | $ | 0.09 | $ | 0.21 | |||
| Diluted | $ | (0.03 | ) | $ | 0.05 | $ | 0.09 | $ | 0.21 | |||
| Weighted<br> average shares outstanding: | ||||||||||||
| Basic | 11,269,164 | 11,175,882 | 11,263,694 | 10,982,083 | ||||||||
| Diluted | 11,269,164 | 11,175,882 | 11,263,694 | 10,982,083 |
VIRTRA,INC.
CONDENSEDSTATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended September 30 | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| (restated) | ||||||
| Cash flows from operating activities: | ||||||
| Net income | $ | 1,050,807 | $ | 2,252,025 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation and amortization | 952,407 | 834,494 | ||||
| Right of use amortization | 125,236 | 238,213 | ||||
| Employee stock compensation | 88,938 | - | ||||
| Bad debt expense | - | - | ||||
| Stock issued for service | - | - | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable, net | 2,996,606 | 9,255,373 | ||||
| Inventory, net | 2,246,059 | (1,507,068 | ) | |||
| Deferred Contract Costs – short-term | (341,009 | ) | - | |||
| Deferred taxes | 113,440 | 132,151 | ||||
| Deferred Contract Costs – long-term | (673,949 | ) | - | |||
| Unbilled revenue | 975,022 | (1,149,314 | ) | |||
| Prepaid expenses and other current assets | (1,273,295 | ) | (979,345 | ) | ||
| Other assets | 19,712 | - | ||||
| Accounts payable and other accrued expenses | (276,810 | ) | (4,921,027 | ) | ||
| Operating lease right of use | (127,239 | ) | (61,704 | ) | ||
| Deferred revenue | 207,851 | (1,927,880 | ) | |||
| Net cash provided by operating activities | 6,083,776 | 2,165,918 | ||||
| Cash flows from investing activities: | ||||||
| Internal intangible assets | (2,265,489 | ) | - | |||
| Purchase of property and equipment | (898,953 | ) | (1,692,249 | ) | ||
| Net cash (used in) investing activities | (3,164,442 | ) | (1,692,249 | ) | ||
| Cash flows from financing activities: | ||||||
| Principal payments of debt | (193,056 | ) | (183,221 | ) | ||
| Stock issued for options exercised | - | 528,165 | ||||
| Net cash provided by (used in) financing activities | (193,056 | ) | 344,944 | |||
| Net increase (decrease) in cash | 2,726,278 | 818,613 | ||||
| Cash and restricted cash, beginning of period | 18,040,827 | 18,849,842 | ||||
| Cash and restricted cash, end of period | $ | 20,767,105 | $ | 19,668,455 | ||
| Supplemental disclosure of cash flow information: | ||||||
| Income taxes paid | $ | 599,237 | $ | 5,315,442 | ||
| Interest paid | $ | 175,008 | $ | 182,419 |