VTSI Virtra Inc

 

 

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 8, 2024

 

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

 

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 ☐

 

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 8.01. Other Events.

 

On October 8, 2024, VirTra, Inc. filed a supplement to its proxy statement that clarifies that its two non-incumbent director nominees are “independent” as defined under the listing standards of NASDAQ.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		2024 Proxy Statement Supplement
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: October 8, 2024	By:	/s/ John F. Givens II
	Name:	John F. Givens II
	Title:	Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 14A

(RULE 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

 

Filed by Registrant ☒

Filed by a Party other than the Registrant ☐

 

Check the appropriate box:

 

	☐	Preliminary Proxy Statement
	☐	Confidential, for use of the Commission only (only as permitted by Rule 14a-6(e)(2))
	☐	Definitive Proxy Statement
	☒	Definitive Additional Materials
	☐	Soliciting Material Pursuant to Section 240.14a-12

 

VIRTRA, INC.

(Name of Registrant as Specified in its Charter)

 

Payment of Filing Fee (Check the appropriate box):

 

	☒	No fee required.
	☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
	☐	Fee paid previously with preliminary materials.

 

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing fee for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.
	(3)	Filing Party:
	(4)	Date Filed:

 

 

 

EXPLANATORY NOTE

 

On September 6, 2024, VirTra, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) its Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) and the related proxy card (the “Proxy Card”) for the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”), to be held on October 21, 2024. This supplement to the Proxy Statement is being filed to clarify certain information about two director nominees identified in the Proxy Statement.

 

This supplement should be read together with the Proxy Statement, which should be read in its entirety. Capitalized terms used but not otherwise defined in this supplement have the meanings ascribed to them in the Proxy Statement.

 

2024 PROXY STATEMENT SUPPLEMENT

 

This Proxy Statement Supplement (the “Supplement”) supplements and amends the Proxy Statement of the Company for the Company’s Annual Meeting to provide additional information about two director nominees. This Supplement is being distributed or made available to stockholders beginning on or about October 8, 2024. This Supplement does not provide all of the information that you should read and consider before voting on all of the proposals that are being presented to stockholders for their vote at the Annual Meeting. Additional information is contained in the Proxy Statement. To the extent that the information in this Supplement differs from, updates or conflicts with the information contained in the Proxy Statement, the information in this Supplement shall amend and supersede the information in the Proxy Statement. Except as so amended or superseded, all information set forth in the Proxy Statement remains unchanged and important for your consideration before voting. Accordingly, we encourage you to read this Supplement carefully and in its entirety, together with the Proxy Statement.

 

 

PROPOSAL 1—ELECTION OF DIRECTORS

 

Five directors are to be elected at the Annual Meeting. Three of the director nominees, Messrs. Givens, Brown, and Johnson, were elected at the last annual meeting of shareholders held in October 2023. Mr. Robert Ferris, who was elected as a director in October 2023, departed the Company in July 2024, creating a vacancy on the Board. Mr. McDonnell, who was also elected in October 2023, has declined to be a candidate for re-election. Michael T. Ayers and Lt. Gen.(R) Maria R. Gervais have been identified as candidates for election as directors by the Nominating and Corporate Governance Committee of the Board based on the needs of the Company and their experience.

 

Each of the nominees were recommended for nomination for election by the Nominating and Corporate Governance Committee, which is comprised solely of independent directors. Each of the nominees has consented to serve as a director if elected. If, at the time of the Annual Meeting, any nominee should be unable to serve, it is the intention of the persons designated as proxies to vote, in their discretion, for such other persons as may be designated as a nominee by the Board.

 

Director Independence

 

Our Board of Directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our Board of Directors has determined that: (i) Messrs. Brown, Johnson and McDonnell did not have a material relationship with us that could compromise their ability to exercise independent judgment in carrying out their responsibilities and that each of these directors was “independent” as that term is defined under the listing standards of NASDAQ, and (ii) Mr. Givens is not an independent director. Therefore, as of the date of the Proxy Statement, a majority of our Board of Directors consists of “independent directors” as defined under the listing standards of NASDAQ.

 

If both Mr. Ayers and Lt. Gen.(R) Gervais are elected, all of the members of the Board of Directors, except for Mr. Givens, will be” independent” as that term is defined under the listing standards of NASDAQ.

 

Vote Required

 

Five directors will be elected by plurality vote. You may vote “for,” or “withhold authority” from voting on Proposal 1. Withholding authority and broker non-votes will have the effect of voting against a nominee.

 

Board Recommendation

 

THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF MESSRS. AYERS, BROWN, GIVENS AND JOHNSON, AND LT. GEN.(R) GERVAIS. PROXIES WILL BE VOTED FOR THE ELECTION OF THE FIVE NOMINEES, UNLESS OTHERWISE SPECIFIED.

 

 

v3.24.3

Cover	Oct. 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 08, 2024
Entity File Number	001-38420
Entity Registrant Name	VIRTRA, INC.
Entity Central Index Key	0001085243
Entity Tax Identification Number	93-1207631
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	295 E. Corporate Place
Entity Address, City or Town	Chandler
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85225
City Area Code	(480)
Local Phone Number	968-1488
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	VTSI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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