8-K

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): May 12, 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 May 12, 2025, VirTra, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 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 May 12,2025
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> May 12, 2025	By:	/s/ John F. Givens II
	Name:	John<br> F. Givens II
	Title:	Chief<br> Executive Officer

Exhibit99.1

VirTraReports First Quarter 2025 Financial Results

---

NetIncome Rises to $1.3 Million

BookingsUp 120% Year Over Year to $6.4 Million

CHANDLER,Ariz. — May 12, 2025 — VirTra, Inc. (Nasdaq: VTSI) (“VirTra” or the “Company”), a global provider of judgmental use of force training simulators and firearms training simulators for the law enforcement and military markets, reported results for the first quarter ended March 31, 2025. The financial statements are available on VirTra’s website and here.

FirstQuarter 2025 and Recent Operational Highlights:

---

●	First quarter bookings totaled $6.4 million, a strong increase from $2.9 million in<br> Q1 2024 and contributing to $33.4 million in bookings over the last twelve months, reflecting<br> continued traction despite persistent federal funding uncertainty, including delayed disbursements<br> and continuing resolutions.

---

●	Backlog totaled $21.2 million as of March 31, 2025, including $9.9 million in Capital, $5.8 million<br> in Service, and $5.5 million in STEP contracts.
●	V-XR® product momentum increased, with two units sold to date and growing interest reflected<br> in active quotes and customer engagement.
---	---
●	Reentered the GSA procurement program with bundled offerings to streamline purchases and reduce<br> sales cycle friction across federal and municipal buyers.
---	---
●	Advanced development work under the U.S. Army’s IVAS program, including expanded recoil<br> kit validation and reliability testing in preparation for a potential production phase.
---	---
●	Maintained robust working capital at $35.3 million, positioning the Company for sustained growth<br> and operational agility.
---	---

---

FirstQuarter 2025 Financial Highlights:

---

	For the Three Months Ended
All figures in millions, except per share data	March 31, 2025			March 31, 2024			% Δ
Total Revenue	$	7.2		$	7.3			-3	%
Gross Profit	$	5.2		$	4.7			10	%
Gross Margin		72.6	%		64.2	%		N/A
Net Income (Loss)	$	1.3		$	0.5			N/A
Diluted EPS	$	0.11		$	0.04			N/A
Adjusted EBITDA	$	1.7		$	1.2			N/A

---

*TheMarch 31, 2024 column reflects restated financials.

ManagementCommentary

---

VirTra CEO John Givens stated, “We started 2025 with improved operational execution and a solid backlog foundation, though bookings moderated quarter-over-quarter due to delays in federal budget disbursements, standard seasonality and a more cautious demand environment across the law enforcement and defense sectors. These dynamics have reinforced the importance of programs like STEP, which provide affordable, recurring access to immersive training systems even when procurement cycles slow down. Our development efforts related to the U.S. Army’s IVAS program also advanced during the quarter, including expanded recoil kit validation and reliability testing, which are key steps as we prepare for a potential transition into the production phase. Alongside this, demand for our V-XR platform continues to build, with the first delivery expected in Q2 and additional units already in process.

“With more focused sales and marketing functions, we’re engaging priority agencies more directly and improving conversion across channels. As part of this effort, we reentered the General Services Administration (GSA) procurement program in Q1 with standardized product bundles, enabling eligible agencies to purchase directly from a federal catalog and reducing friction in the purchasing process. VirTra is positioned to convert opportunity into growth in the quarters ahead. Our focus remains on disciplined execution and aligning closely with the evolving training needs of our customers.”

FirstQuarter 2025 Financial Results

---

Note:Q1 2024 financials presented below reflect a restatement made in Q4 2024 to adjust the timing of revenue recognition associated witha 2021 international sale.

Totalrevenue for the first quarter was $7.2 million, compared to $7.3 million in the prior year period. The 3% decrease was primarily driven by delayed deliveries on several customer orders booked in Q4 2024, which pushed revenue recognition into future quarters.

Grossprofit for the first quarter improved to $5.2 million (73% of total revenue), compared to $4.7 million (64% of total revenue) in the prior year period. The increase in gross margin reflects a 25% decrease in cost of sales, highlighting the Company’s operational efficiency gains and more favorable product mix.

Netoperating expense for the first quarter was $3.8 million, a 6% decrease from $4.1 million in the prior year period. This decrease reflects ongoing cost discipline and optimization of internal resources while maintaining core growth initiatives.

Operatingincome for the first quarter more than doubled to $1.4 million, compared to $0.7 million in the prior year period.

Netincome for the first quarter increased to $1.3 million, or $0.11 per diluted share (based on 11.3 million weighted average diluted shares outstanding), up from $0.5 million, or $0.04 per diluted share (based on 11.0 million weighted average diluted shares outstanding), in the first quarter of 2024.

AdjustedEBITDA, a non-GAAP metric, increased 22% $1.7 million, up from $1.4 million in the first quarter of 2024.

Cashand cash equivalents were $17.6 million at March 31, 2025, compared to $18.0 million at December 31, 2024. Working capital grew to $35.3 million, and the Company maintained a debt-light balance sheet, positioning it well for near- and long-term execution.

FinancialCommentary

---

CFO Alanna Boudreau stated, “Our Q1 results reflect a steady shift in the right direction, with strong gross margins, disciplined cost management, and increased clarity on backlog conversion into future revenue. This greater visibility is supported by improved forecasting around STEP and capital orders, stronger contract structures, and more predictable customer delivery timelines. One key recent development was the enhancement of our STEP agreements, which now include full three-year commitments, converting what was previously uncertain renewal potential into reliable, recurring revenue, with renewal rates expected to continue around 95%.

“The steps we’ve taken over the past several quarters to improve execution and efficiency continue to gain traction and support our bottom-line results. With $17.6 million in cash and over $35 million in working capital, we remain well-positioned to pursue growth while navigating the timing uncertainties of government funding cycles. As new sales channels activate and V-XR adoption builds, we believe the Company is positioned for sustained top-line improvements throughout 2025.”

ConferenceCall

VirTra’s management will hold a conference call today (May 12, 2025) at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) to discuss these results. VirTra’s Chief Executive Officer 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: 13753538

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 May 26, 2025.

Toll-free replay number: 1-844-512-2921

International replay number: 1-412-317-6671

Replay ID: 13753538

AboutVirTra, Inc.

---

VirTra (Nasdaq: VTSI) is a global provider of judgmental use of force training simulators, firearms training 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.

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<br> the Three Months Ended
	March<br> 31,			March 31,		Increase			%
	2025			2024 (restated)		(Decrease)			Change
Net<br> Income (Loss)	$	1,264,060		$	468,196	$	795,864			170	%
Adjustments:
Provision for income taxes		102,000			511,437		(409,437	)		(80	)%
Depreciation and amortization		316,640			236,547		80,093			34	%
Interest (net)		(21,251	)		54,575		75,826			139	%
EBITDA		1,661,449			1,270,755		390,694			31	%
Right of use amortization		41,864			127,893		(86,029	)		(67	)%
Adjusted<br> EBITDA	$	1,703,313		$	1,398,648	$	304,665			22	%

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 risksand uncertainties 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:

---

Matt Glover and Alec Wilson

Gateway Group, Inc.

VTSI@gateway-grp.com

949-574-3860

---

-Financial Tables to Follow -

---

VIRTRA,INC.

CONDENSEDBALANCE SHEETS

(Unaudited)

		December 31,
		2024
ASSETS
Current assets:
Cash and cash equivalents	17,612,626	$	18,040,827
Accounts receivable, net	8,905,570		8,005,452
Inventory, net	14,987,491		14,583,400
Unbilled revenue	2,108,976		2,570,441
Prepaid expenses and other current assets	1,616,686		1,273,115
Total current assets	45,231,349		44,473,235
Long-term assets:
Property and equipment, net	16,318,615		16,204,663
Operating lease right-of-use asset, net	395,231		437,095
Intangible assets, net	556,429		558,651
Security deposits, long-term	35,691		35,691
Other assets, long-term	148,177		148,177
Deferred tax asset, net	4,111,630		3,595,574
Total long-term assets	21,565,773		20,979,851
Total assets	66,797,122	$	65,453,086
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	1,216,094	$	957,384
Accrued compensation and related costs	1,094,053		1,253,544
Accrued expenses and other current liabilities	1,006,591		657,114
Note payable, current	228,452		230,787
Operating lease liability, short-term	192,669		192,410
Deferred revenue, short-term	6,235,630		6,355,316
Total current liabilities	9,973,489		9,646,555
Long-term liabilities:
Deferred revenue, long-term	2,113,385		2,282,996
Note payable, long-term	7,504,157		7,567,536
Operating lease liability, long-term	221,628		265,111
Other long term liabilities	-		-
Total long-term liabilities	9,839,170		10,115,643
Total liabilities	19,812,659		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; 11,260,209 and 11,255,709 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	1,126		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	-		-
Common stock value	-		-
Additional paid-in capital	32,944,626		32,915,112
Retained Earnings	14,038,711		12,774,651
Total stockholders’ equity	46,984,463		45,690,888
Total liabilities and stockholders’ equity	66,797,122	$	65,453,086

All values are in US Dollars.

---

VIRTRA,INC.

CONDENSEDSTATEMENTS OF OPERATIONS

	2025			2024
(Unaudited)	Three Months Ended March 31,
	2025			2024
				(restated)
Revenues:
Net sales	$	7,160,247		$	7,346,421
Total revenue		7,160,247			7,346,421
Cost of sales		1,963,367			2,632,257
Gross profit		5,196,880			4,714,164
Operating expenses:
General and administrative		3,219,950			3,370,422
Research and development		609,127			693,380
Net operating expense		3,829,077			4,063,802
Income from operations		1,367,803			650,362
Other income (expense):
Other income		72,010			396,693
Other (expense)		(73,753	)		(67,422	)
Net other income (expense)		(1,743	)		329,271
Income before provision for income taxes		1,366,060			979,633
Provision for income taxes		102,000			511,437
Net income	$	1,264,060		$	468,196
Net income per common share:
Basic	$	0.11		$	0.04
Diluted	$	0.11		$	0.04
Weighted average shares outstanding:
Basic		11,162,037			10,959,298
Diluted		11,162,037			10,961,188

---

VIRTRA,INC.

CONDENSEDSTATEMENTS OF CASH FLOWS

---

	2025			2024
	Three Months Ended March 31
	2025			2024
				(Restated)
Cash flows from operating activities:
Net income (loss)	$	1,264,060		$	468,196
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		316,640			236,547
Right of use amortization		41,864			127,893
Employee stock compensation		29,514			139,999
Bad debt expense		(15,334	)		245,089
Changes in operating assets and liabilities:
Accounts receivable, net		(884,782	)		5,926,870
Inventory, net		(404,091	)		112,420
Deferred taxes		(516,055	)		(33,203	)
Unbilled revenue		461,463			(571,759	)
Prepaid expenses and other current assets		(343,571	)		74,091
Accounts payable and other accrued expenses		448,503			(246,905	)
Operating lease right of use		(43,223	)		(137,291	)
Deferred revenue		(289,297	)		(1,205,438	)
Net cash provided by operating activities		65,691			5,136,509
Cash flows from investing activities:
Purchase of intangible assets		-			-
Purchase of property and equipment		(428,371	)		(1,546,772	)
Net cash (used in) investing activities		(428,371	)		(1,546,772	)
Cash flows from financing activities:
Principal payments of debt		(65,521	)		(35,152	)
Stock issued for options exercised		-			10,750
Net cash (used in) financing activities		(65,521	)		(24,402	)
Net increase (decrease) in cash		(428,201	)		3,565,335
Cash and restricted cash, beginning of period		18,040,827			18,849,842
Cash and restricted cash, end of period	$	17,612,626		$	22,415,177
Supplemental disclosure of cash flow information:
Income taxes paid (refunded)	$	20,951		$	24,002
Interest paid	$	56,974		$	61,552

---