As
filed with the Securities and Exchange Commission on May 22, 2020
Registration
No. 333-●
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VIRTRA,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
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93-1207631
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(State
or Other Jurisdiction
of
Incorporation or Organization)
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(I.R.S.
Employer
Identification
Number)
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7970
S. Kyrene Rd.
Tempe,
AZ 85284
(480)
968-1488
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Robert
D. Ferris
Chief
Executive Officer
VirTra,
Inc.
7970
S. Kyrene Rd.
Tempe,
AZ 85284
(480)
968-1488
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copy
to:
Laura
Anthony, Esq.
Craig
D. Linder, Esq.
Anthony
L.G., PLLC
625
N. Flagler Drive, Suite 600
West
Palm Beach, FL 33401
(561)
514-0936
Approximate
date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[X]
(Do not check if a smaller reporting company)
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Smaller
reporting company
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[X]
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Emerging growth company [X]
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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 7(a)(2)(B) of the Securities Act.
[ ]
CALCULATION
OF REGISTRATION FEE
Title of Each Class of
Securities to Be Registered
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Amount
to Be
Registered(1)
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Proposed
Maximum
Offering Price
Per Unit(1)(2)
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Proposed
Maximum
Aggregate
Offering
Price(1)(2)
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Amount of
Registration Fee
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Primary Offering
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Common Stock, par value $0.0001 per share
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—
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—
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—
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—
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Preferred Stock, par value $0.0001 per share
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—
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—
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—
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—
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Debt Securities
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—
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—
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—
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—
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Warrants
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—
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—
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—
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—
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Rights
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—
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—
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—
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—
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Units
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—
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—
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—
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—
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Total Primary Offering
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—
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—
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$
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20,000,000
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(3)
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$
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2,596.00
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(4)
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Secondary Offering
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Common Stock, par value $0.0001 per share
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1,004,776
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$
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2.21
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(5)
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$
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2,220,555
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(5)
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$
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288.23
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Total Secondary Offering
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1,004,776
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$
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2.21
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(5)
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$
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2,220,555
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(5)
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$
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288.23
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Total Registration Fee (Primary and Secondary)
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—
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—
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$
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22,220,555
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$
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2,884.23
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(1)
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An
indeterminate amount of securities to be offered at indeterminate prices is being registered pursuant to this registration
statement, with an aggregate initial offering price not to exceed $20,000,000. If any debt securities are issued at an original
issue discount, then the issue price, and not the principal amount of such debt securities, shall be used for purposes of
calculating the aggregate initial offering price of all securities issued.
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(2)
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The
proposed maximum per share and aggregate offering prices per class of securities will be determined from time to time by the
registrant in connection with the issuance by the registrant of the securities registered under this registration statement
and are not specified as to each class of security. Such information is not required to be included pursuant to General Instruction
II.D of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”).
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(3)
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Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.
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(4)
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Calculated
pursuant to Rule 457(o) under the Securities Act.
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(5)
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Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act based on the average
of the high and low prices of the registrant’s common stock on the Nasdaq Capital Market on May 21, 2020. The
proposed maximum offering price per share of common stock will be determined from time to time by the selling stockholders
named herein, or such additional selling stockholders as may be named in one or more prospectus supplements, in connection
with, and at the time of, the sale by such selling stockholders of the shares of common stock registered hereunder.
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The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall
become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities
until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject
to Completion, Dated May 22, 2020
PROSPECTUS
$20,000,000
VIRTRA,
INC.
Common
Stock, Preferred Stock, Warrants, Rights,
Debt
Securities and Units
and
1,004,776
Shares of Common Stock for Resale by Selling Stockholders
We
may offer and sell, from time to time in one or more offerings the following securities:
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shares
of common stock, par value $0.0001 per share;
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shares
of preferred stock, par value $0.0001 per share;
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warrants
to purchase shares of our common stock, preferred stock and/or debt securities;
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rights
to purchase shares of our common stock, preferred stock, warrants and/or debt securities;
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debt
securities consisting of senior notes, subordinated notes or debentures;
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units
consisting of a combination of the foregoing securities; or
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any
combination of these securities.
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We
may offer and sell up to $20,000,000 in the aggregate of the securities identified above from time to time in one or more offerings.
This prospectus provides a general description of the securities that we may offer. However, this prospectus may not be used to
offer or sell our securities unless accompanied by a prospectus supplement relating to the offered securities. Each time that
we offer securities under this prospectus, we will provide the specific terms of the securities offered, including the public
offering price, in a related prospectus supplement. Such prospectus supplement may add to, update or change information contained
in this prospectus. To the extent there is a conflict between the information contained in this prospectus, on the one hand, and
the information contained in any prospectus supplement, on the other hand, you should rely on the information in the prospectus
supplement. You should read this prospectus and any applicable prospectus supplement together with additional information described
under the headings “Where You Can Find More Information” and “Information Incorporated by Reference” before
making your investment decision.
These
securities may be sold directly by us, through dealers or agents designated from time to time, to or through underwriters or through
a combination of these methods. See “Plan of Distribution” in this prospectus for additional information on methods
of sale. We may also describe the plan of distribution for any particular offering of our securities in a prospectus supplement.
If any agents, underwriters or dealers are involved in the sale of any securities in respect of which this prospectus is being
delivered, we will disclose their names and the nature of our arrangements with them in that prospectus supplement. The net proceeds
we expect to receive from any such sale will also be included in the prospectus supplement.
In
addition, certain selling stockholders to be identified in a prospectus supplement may offer and sell up to 1,004,776 shares of
our common stock from time to time, in amounts, at prices and on terms that will be determined at the time the shares of our common
stock are offered. Of the shares of common stock being offered for resale by selling stockholders, 806,859 are presently issued
and outstanding and 197,917 are issuable upon exercise of stock options held by selling stockholders. We urge you to read this
prospectus and the accompanying prospectus supplement, which will describe the specific terms of these securities, carefully before
you make your investment decision. We will not receive any of the proceeds from the sale of the shares by the selling stockholders.
To the extent the options are exercised for cash, if at all, we will receive the exercise price for the options.
Our common stock is quoted on the Nasdaq Capital
Market under the ticker symbol “VTSI.” The closing price of our common stock on May 21, 2020 was $2.18
per share.
As
of May 21 , 2020, the aggregate market value of our outstanding common equity held by non-affiliates, or public float, was $18,350,813
based on 7,752,530 shares of common stock outstanding, of which 7,355,183 shares are held by non-affiliates, and a per share price
of $2.49495 based on the average of the bid and asked prices of our common stock on the Nasdaq Capital Market on April 13, 2020
(within 60 days prior to the date of filing). Therefore, as of May 21, 2020, the aggregate market value of our common equity held
by non-affiliates was less than $75,000,000, as calculated in accordance with General Instruction I.B.1 of Form S-3. As of the
date of this prospectus, we have not offered and sold securities pursuant to General Instruction I.B.6 to Form S-3 during the
12-calendar month period that ends on and includes the date hereof. Pursuant to General Instruction I.B.6 of Form S-3, in no event
will we sell securities in a public primary offering with a value exceeding more than one-third of our “public float”
(the market value of our common stock held by our non-affiliates) in any 12-month period so long as our public float remains below
$75,000,000.
An
investment in our securities involves a high degree of risk. See the sections entitled “Risk Factors” included in
our most recent Annual Report on Form 10-K and in any subsequent Quarterly Report on Form 10-Q, which are incorporated by reference
into this prospectus, as well as in any prospectus supplement related to a specific offering we make pursuant to this prospectus.
You should carefully read this entire prospectus together with any related prospectus supplement and the information incorporated
by reference into both before you make your investment decision.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This
prospectus may not be used to sell securities unless accompanied by a prospectus supplement.
The
date of this prospectus is , 2020
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”)
using a “shelf” registration process. Under this shelf registration process, we may offer from time to time securities
having a maximum aggregate offering price of $20,000,000. In addition, under this shelf registration process, the selling stockholders
may from time to time offer and sell up to an aggregate of 1,004,776 shares of our common stock in one or more offerings, of which
806,859 are presently issued and outstanding and 197,917 are issuable upon exercise of stock options held by selling stockholders.
This prospectus provides you with a general description of the securities we and/or selling stockholders may offer. Each time
we and/or the selling stockholders, if applicable, sell securities, we will prepare and file with the SEC a prospectus supplement
that describes the specific amounts, prices and terms of the securities offered. The prospectus supplement also may add, update
or change information contained in this prospectus or the documents incorporated herein by reference. You should read carefully
both this prospectus and any prospectus supplement together with additional information described below under “Risk Factors,”
“Where You Can Find More Information” and “Information Incorporated by Reference.”
This
prospectus does not contain all the information provided in the registration statement we filed with the SEC. For further information
about us or our securities offered hereby, you should refer to that registration statement, which you can obtain from the SEC
or directly from us as described below under “Where You Can Find More Information.”
You
should rely only on the information contained or incorporated by reference in this prospectus or any prospectus supplement. Neither
we, the selling stockholders, respective affiliates nor any underwriters have authorized anyone to provide any information other
than that contained or incorporated by reference in this prospectus or in any free writing prospectus prepared by or on behalf
of us or to which we or the selling stockholders have referred you. If anyone provides you with different or inconsistent information,
you should not rely on it. We, the selling stockholders and/or respective affiliates, as applicable, take no responsibility for,
and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is not
an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale
is not permitted. We, the selling stockholders and/or respective affiliates, as applicable, are not making an offer of these securities
in any state where the offer is not permitted. You should not assume that the information contained in or incorporated by reference
in this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their
respective dates. You should assume that the information appearing in this prospectus or any prospectus supplement, as well as
information we have previously filed with the SEC and incorporated by reference, is accurate as of the date of those documents
only. Our business, financial condition, results of operations and prospects may have changed since those dates.
We
may sell or the selling stockholders may resell securities through underwriters or dealers, through agents, directly to purchasers
or through any combination of these methods. We and our agents reserve the sole right to accept or reject in whole or in part
any proposed purchase of securities. The prospectus supplement, which we will prepare and file with the SEC each time we and/or
selling stockholders offer securities, will set forth the names of any underwriters, agents or others involved in the sale of
securities, and any applicable fee, commission or discount arrangements with them. See “Plan of Distribution.”
In
this prospectus, (i) references to “VirTra”, “we,” “us,” “our”, “the registrant”
and “our company” refer, collectively, to VirTra, Inc., a Nevada corporation, the issuer of the securities offered
hereby, and its consolidated subsidiaries and (ii) references to “selling stockholder” or “selling stockholders”
include donees, pledgees, transferees or other successors-in-interest selling shares of common stock received from the selling
stockholders as a gift, pledge, partnership distribution or other transfer after the date of this prospectus.
We
have filed or incorporated by reference exhibits to the registration statement of which this prospectus forms a part. You should
read the exhibits carefully for provisions that may be important to you.
Effective
March 2, 2018 we effected a 1-for-2 reverse stock split of our issued and outstanding Common Stock (together the “Reverse
Stock Split”). All references to shares of our Common Stock in this prospectus refer to the number of shares of Common Stock
after giving effect to the Reverse Stock Split and are presented as if the Reverse Stock Split had occurred at the beginning of
the earliest period presented.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements
in this prospectus and in the documents incorporated by reference in this prospectus contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities
Exchange Act of 1934, as amended, or the Exchange Act. Any statements contained herein, other than statements of historical fact,
including statements regarding the progress and timing of our product development programs; our future opportunities; our business
strategy, future operations, anticipated financial position, future revenues and projected costs; our management’s prospects,
plans and objectives; and any other statements about our management’s future expectations, beliefs, goals, plans or prospects
constitute forward-looking statements. Examples of such statements are those that include words such as “may,” “assume(s),”
“forecast(s),” “position(s),” “predict(s),” “strategy,” “will,” “expect(s),”
“estimate(s),” “anticipate(s),” “believe(s),” “project(s),” “intend(s),”
“plan(s),” “budget(s),” “potential,” “continue” and variations thereof. However,
the words cited as examples in the preceding sentence are not intended to be exhaustive and any statements contained in this prospectus
regarding matters that are not historical facts may also constitute forward-looking statements.
Because
these statements implicate risks and uncertainties, as well as certain assumptions, actual results may differ materially from
those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include,
but are not limited to, those risks identified under “Risk Factors” in our most recent annual report on Form 10-K
and our quarterly reports on Form 10-Q and from time to time in our other filings with the SEC. The information in this prospectus
or any prospectus supplement speaks only as of the date of that document and the information incorporated herein by reference
speaks only as of the date of the document incorporated by reference. Except as required by law, we undertake no obligation to
update any forward-looking statement, whether as a result of new information, future events or otherwise. Forward-looking statements
include our plans and objectives for future operations, including plans and objectives relating to our products and our future
economic performance. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic,
competitive and market conditions as well as future business decisions, including any acquisitions, mergers, dispositions, joint
ventures, investments and any other business development transactions we may enter into in the future. The amounts of time and
money required to successfully complete development and commercialization of our technologies as well as any evolution of or shift
in our business plans, or to execute any future strategic options are difficult or impossible to predict accurately and may involve
factors that are beyond our control. Although we believe that the assumptions underlying the forward-looking statements contained
herein are reasonable, any of those assumptions could prove inaccurate and, therefore, we cannot assure you that the results contemplated
in any of the forward-looking statements contained herein will be realized.
Based
on the significant uncertainties inherent in the forward-looking statements described herein, the inclusion of any such statement
should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. Accordingly,
you should not place undue reliance on these forward-looking statements..
PROSPECTUS
SUMMARY
This
prospectus summary highlights certain information about our company and other information contained elsewhere in this prospectus
or in documents incorporated by reference. This summary does not contain all of the information that you should consider before
making an investment decision. You should carefully read the entire prospectus, any prospectus supplement, including the section
entitled “Risk Factors” and the documents incorporated by reference into this prospectus, before making an investment
decision.
THE
OFFERING
This
prospectus is part of a registration statement that we filed with the SEC utilizing a shelf registration process. Under this shelf
registration process, we may sell any combination of:
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common
stock;
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preferred
stock;
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debt
securities, in one or more series;
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warrants
to purchase any of the securities listed above;
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rights
to purchase any of the securities listed above; and/or
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units
consisting of one or more of the foregoing.
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in
one or more offerings up to a total dollar amount of $20,000,000. In addition, under this shelf registration process, the selling
stockholders may from time to time offer and sell up to an aggregate of 1,004,776 shares of our common stock in one or more offerings,
of which 806,859 are presently issued and outstanding and 197,917 are issuable upon exercise of stock options held by selling
stockholders. This prospectus provides you with a general description of the securities we and/or selling stockholders may offer.
Each time we and/or selling stockholders, if applicable, sell securities, we will provide a prospectus supplement that will contain
specific information about the terms of that specific offering and include a discussion of any risk factors or other special considerations
that apply to those securities. The prospectus supplement may also add, update or change information contained in this prospectus.
You should read both this prospectus and any prospectus supplement together with the additional information described under the
heading “Risk Factors” and “Where You Can Find More Information.”
THE
COMPANY
Business
Overview
VirTra
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. VirTra’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.
The
VirTra firearms training simulator allows marksmanship and realistic scenario-based training to take place on a daily basis without
the need for a shooting range, protective equipment, role players, safety officers, or a scenario-based training site. We have
developed a higher standard in simulation training including capabilities such as: multi-screen, video-based scenarios, unique
scenario authoring ability, superior training scenarios, the patented Threat-Fire™ shoot-back system, powerful gas-powered
simulated recoil weapons, and more. The simulator also allows students to receive immediate feedback from the instructor without
the potential for sustaining injuries by the instructor or the students. The instructor is able to teach and re-mediate critical
issues, while placing realistic stress on the students due to the realism and safe training environment created by the VirTra
simulator.
VirTra’s
Driver Training Simulator is a vehicle-based simulator, complete with next-generation graphics, motion and a variety of other
features. The system is designed to provide safe, reliable environment for efficient skill transfer for all law enforcement driver
training. In addition, the driving rig adds realism with vibration and motion while the modern physics-based rendering engine
provides not only photo-realistic realism but critical hazards such as dust storms, rain, and sun glare. VirTra’s Driver
Training Simulator provides an extensive and realistic range of training environments that allow for initial driver familiarization
and orientation to advanced concepts, high-risk pursuits and defensive driving drills.
We
also are engaged in licensing our technology to That’s Eatertainment Corp. (“TEC”), a related party and a developer
and operator of a combined dining and entertainment concept centered on an indoor shooting experience.
Business
Strategy
We
have four main customer groups, namely, law enforcement, military, educational (includes colleges and police academies) and civilian.
These are very different markets and require different sales and marketing programs as well as personnel. Our focus is to expand
the market share and scope of our training simulators sales to these identified customer groups by pursuing the following key
growth strategies:
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Build
Our Core Business. Our goal is to profitably grow our market share by continuing to develop, produce and market the
most effective simulators possible. Through disciplined growth in our business, we have achieved a solid balance sheet by
increasing our working capital and limiting our bank debt. We plan to add staff to our experienced management team as needed
to meet the expected increase in demand for our products and services as we increase our marketing and sales activities.
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Increase
Total Addressable Market. We plan to increase the size of our total addressable market. This effort will focus on
new marketing and new product and/or service offerings for the purpose of widening the number of types of customers who might
consider our products or services uniquely compelling.
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Broaden
Product Offerings. Since formation in 1993, our company has had a proud tradition of innovation in the field of simulation
and virtual reality. We plan to release revolutionary new products and services, as well as to continue incremental improvements
to existing product lines. In some cases, we may enter a new market segment via the introduction of a new type of product
or service.
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Partners
and Acquisitions. We try to spend our time and funds wisely and not tackle tasks that can be done more efficiently
with partners. For example, international distribution is often best accomplished through a local distributor or agent. We
are also open to the potential of acquiring additional businesses or of being acquired ourselves, based on what is expected
to be optimal for our long-term future and our stockholders.
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Product
Offerings
Our
simulator products include the following:
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V-300™
Simulator – a 300° wrap-around screen with video capability is the higher standard for simulation training
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○
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The
V-300™ is the higher standard for decision-making simulation and tactical firearms training. Five screens and a 300-degree
immersive training environment ensures that time in the simulator translates into real world survival skills. The system reconfigures
to support 15 individual firing lanes.
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A
key feature of the V-300™ shows how quickly judgment decisions have to be made, and if they are not made immediately
and quickly, it can lead to the possible loss of lives. This feature, among others, supports our value proposition to our
customers that you cannot put a dollar value on being prepared enough for the surprises that could be around every corner
and the ability to safely neutralize any life-threatening encounters.
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V-180™
Simulator – a 180° screen with video capability is for smaller spaces or smaller budgets
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The
V-180™ is the higher standard for decision-making simulation and tactical firearms training. Three screens and a 180-degree
immersive training environment ensures that time in the simulator translates into real world survival skills.
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V-100™
Simulator & V-100™ MIL – a single-screen based simulator systems
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The
V-100™ is the higher standard among single-screen firearms training simulators. Firearms training mode supports up to
4 individual firing lanes at one time. The optional Threat-Fire™ device safely simulates enemy return fire with an electric
impulse (or vibration version), reinforcing performance under pressure. We offer an upgrade path, so a V-100™ firearms
training and force options simulator can affordably grow into an advanced multi-screen trainer in upgraded products that we
offer customers for future purchase.
|
|
|
|
|
○
|
The
V-100™ MIL is sold to various military commands throughout the world and can support any local language. The system
is extremely compact and can even share space with a standard classroom or fits into almost any existing facility. If a portable
firearms simulator is needed, this model offers the most compact single-screen simulator on the market today – everything
organized into one standard case. The V-100™ MIL is the higher standard among single-screen small arms training simulators.
Military Engagement Skills mode supplies realistic scenario training taken from real world events.
|
|
|
|
|
○
|
The
V-ST PRO™ a highly-realistic single screen firearms shooting and skills training simulator with the ability to scale
to multiple screens creating superior training environments. The system’s flexibility supports a combination of marksmanship
and use of force training on up to 5 screens from a single operator station. The V-ST PRO™ is also capable of displaying
1 to 30 lanes of marksmanship featuring real world, accurate ballistics.
|
|
●
|
VirTra
Driving Sim is a vehicle-based simulator, complete with next-generation graphics, motion and a variety of other features.
The system is designed to provide safe, reliable environment for efficient skill transfer for all law enforcement driver training.
|
|
|
|
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●
|
Virtual
Interactive Coursework Training Academy (V-VICTA)™ enables law enforcement agencies, to effectively teach, train, test
and sustain departmental training requirements through nationally accredited coursework and training scenarios using our simulators.
|
|
|
|
|
●
|
Subscription
Training Equipment Partnership (STEP)™ is a program that allows agencies to utilize VirTra’s simulator products,
accessories, and V-VICTA interactive coursework on a subscription basis.
|
|
|
|
|
●
|
V-Author™
Software allows users to create, edit, and train with content specific to agency’s objectives and environments. V-Author™
is an easy to use application capable of almost unlimited custom scenarios, skill drills, targeting exercises and firearms
course-ware proven to be highly effective for users of VirTra simulation products.
|
|
|
|
|
●
|
Simulated
Recoil Kits - a wide range of highly realistic and reliable simulated recoil kits/weapons.
|
|
|
|
|
●
|
Return
Fire Device – the patented Threat-Fire™ device which applies real-world stress on the trainees during simulation
training.
|
|
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|
|
●
|
TASER©,
OC spray and low-light training devices that interact with VirTra’s simulators for training.
|
Recent
Developments
During
March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel
strain of coronavirus (COVID-19). The pandemic has significantly impacted the economic conditions in the U.S., accelerating during
half of March and April as federal, state and local governments react to the public health crisis, creating significant uncertainties
in the U.S. economy. On March 30, 2010, the Governor for the State of Arizona issued a stay-at-home order, currently in effect
until May 15, 2020. We carefully reviewed all rules and regulations of the government orders and determined we met the requirements
of an essential business to remain open. We had the majority of our staff begin working remotely in mid-March, with only essential
personnel continue working at the manufacturing and production facilities. This situation is rapidly changing and additional impacts
to the business may arise that we are not aware of currently. While the disruption is currently expected to be temporary, there
is uncertainty around the duration. The ultimate impact of the pandemic on our results of operations, financial position, liquidity
or capital resources cannot be reasonably estimated at this time. To date, the COVID-19 restrictions have resulted in reduced
customer shipments and customer system installations. These recent developments are expected to result in lower recognized revenue
and possibly lower gross margin when they occur. To date, there have been no order cancellations only delays in when orders ship
or installations occur and all delayed orders remain in backlog. A significant adverse change in the business climate could affect
the value of our long-term investment in TEC, including our long-term notes receivable from TEC, currently there has not been
a negative impact and any future impact cannot be reasonably estimated at this time. We are no longer investing in Certificates
of Deposits as a precautionary measure to increase its liquid cash position and preserve financial flexibility considering uncertainty
in the U.S. and global markets resulting from COVID-19.
In
April 2020, we applied for a Paycheck Protection Program loan (the “PPP loan”) from Wells Fargo Bank (the “Lender”)
in the aggregate principal amount of $1,310,714 under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES
Act”), which was enacted March 27, 2020. We have been notified that we have received a guarantee ID from the SBA for the
PPP loan and executed a Promissory Note (the “Note”) with the Lender on May 8, 2020. The Note matures on May 8, 2022
and bears interest at a rate of 1.00% per annum, payable monthly commencing November 6, 2020, following an initial deferral period
as specified under the PPP loan. The Note may be prepaid at any time prior to maturity with no prepayment penalties. Proceeds
from the PPP loan were received on May 12, 2020, and are expected to be used to fund designated expenses, including certain payroll
costs, group health care benefits and other permitted expenses, in accordance with the PPP loan. Under the terms of the PPP loan,
up to the entire amount of principal and accrued interest may be forgiven to the extent PPP loan proceeds are used for qualifying
expenses as described in the CARES Act and applicable implementing guidance issued by the U.S. Small Business Administration under
the PPP loan. We intend to use our entire PPP loan amount for designated qualifying expenses and to apply for forgiveness in accordance
with the terms of the PPP loan. No assurance can be given that we will obtain forgiveness of the Loan in whole or in part. With
respect to any portion of the PPP loan that is not forgiven, the PPP loan will be subject to customary provisions for a loan of
this type, including customary events of default relating to, among other things, payment defaults, breaches of the provisions
of the Note and cross-defaults on any other loan with the Lender or other creditors. Effective May 11, 2020, our stock repurchase
was suspended to follow the legal requirements for recipients of a PPP loan under the CARES Act.
Corporate
Information
We
are a corporation organized and existing under the laws of the State of Nevada. The original business started in 1993 as Ferris
Productions, Inc. In September 2001, Ferris Productions, Inc. merged with GameCom, Inc. to ultimately become VirTra Systems, Inc.,
a Texas corporation. Effective as of October 1, 2016 (the “Effective Date”), we completed a conversion from a Texas
corporation to a Nevada corporation pursuant to a Redomestication Plan of Conversion (the “Plan of Conversion”). As
part of the Plan of Conversion, we filed Articles of Incorporation in Nevada whereby we changed our name from VirTra Systems,
Inc. to VirTra, Inc. and revised our capitalization. On March 29, 2018, our shares of Common Stock began trading on the Nasdaq
Capital Market under the symbol, “VTSI.” Our principal office is located at 7970 S. Kyrene Rd., Tempe, AZ 85284 and
our phone number is (480) 968-1488. Our corporate website address is www.virtra.com. The information contained on, or accessible
through, our website is not incorporated in, and shall not be part of, this prospectus.
RISK
FACTORS
Investing
in the securities involves substantial risks. Before purchasing any of the securities, you should carefully consider and evaluate
all of the information included and incorporated by reference or deemed to be incorporated by reference in this prospectus or
the applicable prospectus supplement, including the risk factors incorporated by reference herein from our Annual Report on Form
10-K for the fiscal year ended December 31, 2019, as updated by annual, quarterly and other reports and documents we file with
the SEC after the date of this prospectus and that are incorporated by reference herein or in the applicable prospectus supplement.
The risks and uncertainties that we have described are not the only ones facing our company. Additional risks and uncertainties
not presently known to us or that we currently deem immaterial may also affect us. The occurrence of any of these risks could
materially and adversely impact our business, cash flows, condition (financial or otherwise), liquidity, prospects and/or results
of operations. Please also refer to the sections below entitled “Special Note on Forward-Looking Statements” and “Where
You Can Find More Information.”
USE
OF PROCEEDS
Unless
otherwise indicated in a prospectus supplement, the net proceeds from the sale of the securities will be used for general corporate
purposes, including, but not limited to, working capital, acquisitions, and other business opportunities.
In
the case of a sale by a selling stockholder, we will not receive any of the proceeds from such sale. To the extent the options
are exercised for cash, if at all, we will receive the exercise price for the options. We are required to bear the expenses (other
than underwriting discounts) incident to an offering by our selling stockholders.
RATIO
OF EARNINGS TO FIXED CHARGES
Any
time debt securities are offered pursuant to this prospectus, we will provide a table setting forth our ratio of earnings to fixed
charges on a historical basis in the applicable prospectus supplement, if required.
SELLING
STOCKHOLDERS
The
table below lists the selling stockholders and other information regarding the “beneficial ownership” of the shares
of common stock by each of the selling stockholders as of May 21, 2020. Beneficial ownership is determined in accordance with
the applicable rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Shares
of our common stock subject to options or warrants currently exercisable or exercisable within 60 days of May 21, 2020 are deemed
outstanding for calculating the percentage of outstanding shares of the person holding these options or warrants, but are not
deemed outstanding for calculating the percentage of any other person. Percentage of beneficial ownership is based upon 7,752,530
shares of our common stock outstanding (including shares of our unvested restricted stock) as of May 21, 2020. To our knowledge,
except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the
table has sole voting and investment power with respect to the shares set forth opposite such person’s name. Except as otherwise
indicated, the address of each of the persons in this table is as follows: c/o VirTra, Inc., 7970 S. Kyrene Rd., Tempe, AZ 85284.
We
may register shares of common stock covered by this prospectus for re-offers and re-sales by the selling stockholders. We may
register these shares to permit selling stockholders to resell their shares when they deem appropriate. Selling stockholders may
resell all, a portion or none of their shares at any time and from time to time. Selling stockholders may also sell, transfer
or otherwise dispose of some or all of their shares of our common stock in transactions exempt from the registration requirements
of the Securities Act. We do not know when or in what amounts the selling stockholders may offer shares for sale under this prospectus
and any applicable prospectus supplement. We cannot estimate the number of the shares that will be held by the selling stockholders
after completion of a potential offering. For purposes of the table below, we have assumed that the selling stockholders will
have sold all of the shares covered by this prospectus upon completion of the applicable offering. We are required to bear the
expenses (other than underwriting discounts) incident to an offering by our selling stockholders.
|
|
Shares
Beneficially Owned
Prior
to Offering
|
|
|
Maximum
Number
of
Shares That May
|
|
|
Shares
Beneficially Owned
After
Offering
|
|
Name
of Selling Stockholders
|
|
Number
|
|
|
Percentage
|
|
|
Be
Offered
|
|
|
Number
|
|
|
Percentage
|
|
Robert
D. Ferris (1)
|
|
|
447,219
|
|
|
|
5.7
|
%
|
|
|
447,219
|
|
|
|
—
|
|
|
|
—
|
|
Jeffrey
D. Brown (2)
|
|
|
49,193
|
|
|
|
*
|
%
|
|
|
49,193
|
|
|
|
|
|
|
|
|
|
Mitchell
A. Saltz (3)
|
|
|
29,167
|
|
|
|
*
|
%
|
|
|
29,167
|
|
|
|
—
|
|
|
|
—
|
|
Matthew
D. Burlend (4)
|
|
|
63,750
|
|
|
|
*
|
%
|
|
|
63,750
|
|
|
|
—
|
|
|
|
—
|
|
Judy
A. Henry (5)
|
|
|
5,935
|
|
|
|
*
|
%
|
|
|
5,935
|
|
|
|
—
|
|
|
|
—
|
|
David
L. & Nancy J. Ferris(6)
|
|
|
167,162
|
|
|
|
2.2
|
%
|
|
|
167,162
|
|
|
|
—
|
|
|
|
—
|
|
Anissa
Ferris (7)
|
|
|
125,000
|
|
|
|
1.6
|
%
|
|
|
125,000
|
|
|
|
—
|
|
|
|
—
|
|
Antonio
Ferris (8)
|
|
|
117,350
|
|
|
|
1.5
|
%
|
|
|
117,350
|
|
|
|
—
|
|
|
|
—
|
|
*
|
Represents
beneficial ownership of less than one percent.
|
|
|
(1)
|
The
number of shares beneficially owned by Mr. Ferris includes: 362,219 shares of our Common Stock presently outstanding and options
to purchase 85,000 shares of our Common Stock at prices ranging from $0.84 to $5.88.
|
|
|
(2)
|
The
number of shares beneficially owned by Mr. Brown includes: 9,193 shares of our Common Stock presently outstanding and options
to purchase 40,000 shares of our Common Stock at prices ranging from $0.80 to $5.40.
|
|
|
(3)
|
The
number of shares beneficially owned by Mr. Saltz includes: 20,000 shares of our Common Stock presently outstanding and options
to purchase 9,167 shares of our Common Stock at per share prices ranging from $3.76 to $5.38.
|
|
|
(4)
|
The
number of shares beneficially owned by Mr. Burlend includes: options to purchase 63,750 shares of our Common Stock at prices
ranging from $0.84 to $5.88.
|
|
|
(5)
|
The
number of shares beneficially owned by Ms. Henry includes: 5,935 shares of our Common Stock presently outstanding.
|
|
|
(6)
|
The
number of shares beneficially owned by Mr. David L. Ferris and Ms. Nancy J. Ferris includes: 167,162 shares of our Common
Stock presently outstanding.
|
|
|
(7)
|
The
number of shares beneficially owned by Ms. Anissa Ferris includes: 125,000 shares of our Common Stock presently outstanding.
|
|
|
(8)
|
The
number of shares beneficially owned by Mr. Antonio Ferris includes: 117,350 shares of our Common Stock presently outstanding.
|
DESCRIPTION
OF SECURITIES
We
may sell from time to time, in one or more offerings:
|
●
|
shares
of our common stock;
|
|
|
|
|
●
|
shares
of our preferred stock;
|
|
|
|
|
●
|
debt
securities consisting of senior notes, subordinated notes or debentures;
|
|
|
|
|
●
|
warrants
to purchase shares of our common stock, shares of our preferred stock and/or debt securities;
|
|
|
|
|
●
|
rights
to purchase shares of our common stock, preferred stock, warrants and/or debt securities;
|
|
|
|
|
●
|
units
consisting of a combination of the foregoing securities.
|
In
addition, the selling stockholders may sell up to an aggregate of 1,004,776 shares of our common stock from time to time in one
or more offerings, of which 806,859 are presently issued and outstanding and 197,917 are issuable upon exercise of stock options
held by selling stockholders.
The
descriptions of the securities contained in this prospectus, together with any applicable prospectus supplement, summarize all
the material terms and provisions of the various types of securities that we may offer or the selling stockholders may sell. We
will describe in the applicable prospectus supplement relating to a particular offering the specific terms of the securities offered
by that prospectus supplement. We will indicate in the applicable prospectus supplement if the terms of the securities differ
from the terms we have summarized below. We will also include in the prospectus supplement information, where applicable, material
United States federal income tax considerations relating to the securities.
DESCRIPTION
OF CAPITAL STOCK
The
following descriptions of common and preferred stock, together with the additional information we include in any applicable prospectus
supplement, summarizes the material terms and provisions of the common stock and preferred stock that we may offer under this
prospectus but is not intended to be complete. For the full terms of our common and preferred stock, please refer to our articles
of incorporation, as amended from time to time, and our bylaws, as amended from time to time. The Nevada Revised Statutes (“NRS”)
may also affect the terms of these securities. While the terms we have summarized below will apply generally to any future common
or preferred stock that we may offer, we will describe the specific terms of any series of these securities in more detail in
the applicable prospectus supplement. If we so indicate in a prospectus supplement, the terms of any common or preferred stock
we offer under that prospectus supplement may differ from the terms of our outstanding capital stock that we describe below.
As
of May 21, 2020, our authorized capital stock consists of 62,500,000 shares of capital stock with a par value of $0.0001 per share,
consisting of 50,000,000 shares of Common Stock, par value of $0.0001 per share, 2,500,000 shares of Class A Common Stock, par
value of $0.0001 per share, 7,500,000 shares of Class B Common Stock, par value of $0.0001 per share, and 2,500,000 shares of
preferred stock, par value of $0.0001 per share, which may, at the sole discretion of the Board of Directors be issued in one
or more series (the “Preferred Stock”). As of May 21, 2020, there were 7,752,530 shares of Common Stock issued and
outstanding, held by 42 holders of record. No shares of Class A Common Stock, Class B Common Stock, or Preferred Stock were issued
or outstanding as of May 21, 2020. The authorized and unissued shares of both Common and Preferred Stock are available for issuance
without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange
on which our securities may be listed. Unless approval of our stockholders is so required, our board of directors will not seek
stockholder approval for the issuance and sale of either our common stock or preferred stock.
The
Board may from time to time authorize by resolution the issuance of any or all shares of the Common Stock, Class A Common Stock,
Class B Common Stock, and the Preferred Stock authorized in accordance with the terms and conditions set forth in the articles
of incorporation for such purposes, in such amounts, to such persons, corporations, or entities, for such consideration and in
the case of the Preferred Stock, in one or more series, all as the Board in its discretion may determine and without any vote
or other action by the stockholders, except as otherwise required by law.
Common
Stock
Holders
of our Common Stock are entitled to one vote for each share on all matters submitted to a stockholder vote, holders of our Class
A Common Stock are entitled to 10 votes for each share on all matters submitted to a stockholder vote voting together with the
Common Stock together as a single class and Holders of our Class B Common Stock are not entitled to vote on any matter, except
that the holders of Class B Common Stock shall be entitled to vote separately as a class with respect to amendments to the Articles
of Incorporation that increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par
value of the shares of such class, or alter or change the powers, preferences, or special rights of the shares of such class so
as to affect them adversely. Holders of Common Stock and Class A Common Stock do not have cumulative voting rights. Therefore,
holders of a majority of the votes of holders of the Common Stock and Class A Common Stock voting for the election of directors
can elect all of the directors. Holders of our Common Stock and Class A Common Stock representing a one-third of the voting power
of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute
a quorum at any meeting of stockholders.
Holders
of our Common Stock, Class A Common Stock and Class B Common Stock are entitled to share in all dividends that our Board of Directors,
in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding
share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for
each class of stock, if any, having preference over the Common Stock, Class A Common Stock and Class B Common Stock. Our Common
Stock, Class A Common Stock and Class B Common Stock have no pre-emptive rights, no conversion rights and there are no redemption
provisions applicable to our capital stock.
Preferred
Stock
The
Board of Directors is authorized at any time, and from time to time, to provide the for the issuance of shares of Preferred Stock
in one or more series, and to determine the designations, preferences, limitations and relative or other rights of the Preferred
Stock or any series thereof. For each series, the Board of directors shall determine, by resolution or resolutions adopted prior
to the issuance of any shares thereof, the designations, preferences, limitations and relative or other rights thereof. The issuance
of preferred stock may have the effect of delaying, deferring or preventing a change in control of our company without further
action by stockholders and could adversely affect the rights and powers, including voting rights, of the holders of common stock.
Options
to Purchase Common Stock
As
of May 21, 2020, no options to purchase shares of our common stock have been granted under the VirTra, Inc. 2017 Equity Incentive
Plan (“Plan”). The Plan was adopted on October 6, 2017. As of May 21, 2020, there are 1,259,819 shares of common stock
reserved for issuance pursuant to the Plan. As of May 21, 2020, there are outstanding options to purchase 222,917 shares of our
common stock issuable upon the exercise of non-qualified stock options granted to key employees, officers and directors at a weighted
average exercise price of $2.5547 under a stock option compensation plan approved solely by the Board of Directors since 2009
prior to the approval of the Plan.
Anti-Takeover
Effects of Various Provisions of Nevada Law and our Articles of Incorporation
Provisions
of the NRS and our Articles of Incorporation and Bylaws could make it more difficult to acquire us by means of a tender offer,
a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, would be expected
to discourage certain types of coercive takeover practices and takeover bids our board of directors may consider inadequate and
to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection
of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us will outweigh
the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals
could result in an improvement of their terms.
Effects
of authorized but unissued common stock and blank check preferred stock. One of the effects of the existence of
authorized but unissued common stock and undesignated preferred stock may be to enable our board of directors to make more difficult
or to discourage an attempt to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise, and
thereby to protect the continuity of management. If, in the due exercise of its fiduciary obligations, the board of directors
were to determine that a takeover proposal was not in our best interest, such shares could be issued by the board of directors
without stockholder approval in one or more transactions that might prevent or render more difficult or costly the completion
of the takeover transaction by diluting the voting or other rights of the proposed acquirer or insurgent stockholder group, by
putting a substantial voting bloc in institutional or other hands that might undertake to support the position of the incumbent
board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise.
In
addition, our certificate of incorporation grants our board of directors broad power to establish the rights and preferences of
authorized and unissued shares of preferred stock. The issuance of shares of preferred stock could decrease the amount of earnings
and assets available for distribution to holders of shares of common stock. The issuance also may adversely affect the rights
and powers, including voting rights, of those holders and may have the effect of delaying, deterring or preventing a change in
control of our company.
Prohibition
on Cumulative Voting. Our Articles of Incorporation prohibit cumulative voting in the election of directors.
Removal
of Directors. Our Bylaws provide that a director may only be removed from office for cause by a vote of the majority of
shares entitled to vote at a meeting of the shareholders held for the purpose of removing a director.
Authorized
but Unissued Shares. Our authorized but unissued shares of Common Stock and Preferred Stock are available for future issuance
without shareholder approval. The existence of authorized but unissued shares of Common Stock and Preferred Stock could render
more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Interested
Stockholder Statute. We are subject to Nevada’s Combination with Interested Stockholders Statute (Nevada Revised
Statutes (“NRS”) Sections 78.411 through 78.444) which prohibits an “interested stockholder” from entering
into a “combination” with us, unless certain conditions are met. An “interested stockholder” is a person
who, together with affiliates and associates, beneficially owns (or within the prior two years, did beneficially own) 10% or more
of our capital stock entitled to vote. We have, however, elected in our Articles of Incorporation to not be governed by the provisions
of NRS Sections 78.411 through 78.444.
Limitations
on Liability and Indemnification of Officers and Directors. NRS limits or eliminates the personal liability of directors
to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors. Our
Articles of Incorporation include provisions that require us to indemnify, to the fullest extent allowable under the NRS, our
directors or officers against monetary damages for actions taken as a director or officer of our company, or for serving at our
request as a director or officer or another position at another corporation or enterprise, as the case may be. Our Articles of
Incorporation also provide that we must indemnify and advance reasonable expenses to our directors and officers, subject to our
receipt of an undertaking from the indemnified party as may be required under the NRS. We are also expressly authorized to carry
directors’ and officers’ insurance to protect our company, our directors, officers and certain employees for some
liabilities.
The
limitation of liability and indemnification provisions under the NRS and in our Articles of Incorporation and Bylaws may discourage
stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. These provisions may also have the
effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful,
might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any
stockholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s fiduciary
duties. Moreover, the provisions do not alter the liability of directors under the federal securities laws.
Transfer
Agent
The
transfer agent for our Common Stock is Continental Stock & Transfer & Trust Company located at 17 Battery Place, New York,
NY 10004 and its telephone number is (212) 509-4000.
DESCRIPTION
OF DEBT SECURITIES
The
debt securities will be our direct unsecured general obligations. The debt securities will be either senior debt securities or
subordinated debt securities. The debt securities will be issued under one or more separate indentures the forms of which are
filed as exhibits to the registration statement of which this prospectus forms a part. Senior debt securities will be issued under
a senior indenture. Subordinated debt securities will be issued under a subordinated indenture. Each of the senior indenture and
the subordinated indenture is referred to as an indenture.
The
applicable prospectus supplement and/or other offering materials will describe the material terms of the debt securities offered
through that prospectus supplement as well as any general terms described in this section that will not apply to those debt securities.
To the extent the applicable prospectus supplement or other offering materials relating to an offering of debt securities are
inconsistent with this prospectus, the terms of that prospectus supplement or other offering materials will supersede the information
in this prospectus.
The
prospectus supplement relating to any series of debt securities that we may offer will contain the specific terms of the debt
securities. These terms may include the following:
|
●
|
the
title and principal aggregate amount of the debt securities;
|
|
|
|
|
●
|
whether
the debt securities will be senior, subordinated or junior subordinated;
|
|
|
|
|
●
|
whether
the debt securities will be secured or unsecured;
|
|
|
|
|
●
|
whether
the debt securities are convertible or exchangeable into other securities;
|
|
|
|
|
●
|
the
percentage or percentages of principal amount at which such debt securities will be issued;
|
|
|
|
|
●
|
the
interest rate(s) or the method for determining the interest rate(s);
|
|
|
|
|
●
|
the
dates on which interest will accrue or the method for determining dates on which interest will accrue and dates on which interest
will be payable;
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the
person to whom any interest on the debt securities will be payable;
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the
places where payments on the debt securities will be payable;
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the
maturity date;
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redemption
or early repayment provisions;
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authorized
denominations;
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form;
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amount
of discount or premium, if any, with which such debt securities will be issued;
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whether
such debt securities will be issued in whole or in part in the form of one or more global securities;
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the
identity of the depositary for global securities;
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whether
a temporary security is to be issued with respect to such series and whether any interest payable prior to the issuance of
definitive securities of the series will be credited to the account of the persons entitled thereto;
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the
terms upon which the beneficial interests in a temporary global security may be exchanged in whole or in part for beneficial
interests in a definitive global security or for individual definitive securities;
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any
covenants applicable to the particular debt securities being issued;
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any
defaults and events of default applicable to the particular debt securities being issued;
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the
guarantors of each series, if any, and the extent of the guarantees (including provisions relating to seniority, subordination,
security and release of the guarantees), if any;
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any
applicable subordination provisions for any subordinated debt securities;
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any
restriction or condition on the transferability of the debt securities;
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the
currency, currencies, or currency units in which the purchase price for, the principal of and any premium and any interest
on, such debt securities will be payable;
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the
time period within which, the manner in which and the terms and conditions upon which we or the purchaser of the debt securities
can select the payment currency;
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the
securities exchange(s) on which the securities will be listed, if any;
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whether
any underwriter(s) will act as market maker(s) for the securities;
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the
extent to which a secondary market for the securities is expected to develop;
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our
obligations or right to redeem, purchase or repay debt securities under a sinking fund, amortization or analogous provision;
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provisions
relating to covenant defeasance and legal defeasance;
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provisions
relating to satisfaction and discharge of the indenture;
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provisions
relating to the modification of the indenture both with and without consent of holders of debt securities issued under the
indenture;
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the
law that will govern the indenture and debt securities; and
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additional
terms not inconsistent with the provisions of the indenture.
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General
We
may sell the debt securities, including original issue discount securities, at par or at a substantial discount below their stated
principal amount. Unless we inform you otherwise in a prospectus supplement, we may issue additional debt securities of a particular
series without the consent of the holders of the debt securities of such series outstanding at the time of issuance. Any such
additional debt securities, together with all other outstanding debt securities of that series, will constitute a single series
of securities under the applicable indenture. In addition, we will describe in the applicable prospectus supplement material U.S.
federal income tax considerations and any other special considerations for any debt securities we sell which are denominated in
a currency or currency unit other than U.S. dollars. Unless we inform you otherwise in the applicable prospectus supplement, the
debt securities will not be listed on any securities exchange.
We
expect most debt securities to be issued in fully registered form without coupons and in denominations of $1,000 and integral
multiples thereof. Subject to the limitations provided in the indenture and in the prospectus supplement, debt securities that
are issued in registered form may be transferred or exchanged at the corporate office of the trustee or the principal corporate
trust office of the trustee, without the payment of any service charge, other than any tax or other governmental charge payable
in connection therewith.
If
specified in the applicable prospectus supplement, certain of our subsidiaries will guarantee the debt securities. The particular
terms of any guarantee will be described in the related prospectus supplement.
Governing
Law
The
Indentures and the debt securities will be construed in accordance with and governed by the laws of the State of New York.
DESCRIPTION
OF WARRANTS
We
may issue warrants to purchase our debt or equity securities. Warrants may be issued independently or together with any other
securities and may be attached to, or separate from, such securities. Each series of warrants will be issued under a separate
warrant agreement to be entered into between us and a warrant agent. The terms of any warrants to be issued and a description
of the material provisions of the applicable warrant agreement will be set forth in the applicable prospectus supplement.
The
applicable prospectus supplement will describe the following terms of any warrants in respect of which this prospectus is being
delivered:
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the
title of such warrants;
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the
aggregate number of such warrants;
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the
price or prices at which such warrants will be issued;
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the
currency or currencies in which the price of such warrants will be payable;
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the
securities purchasable upon exercise of such warrants;
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the
price at which and the currency or currencies in which the securities purchasable upon exercise of such warrants may be purchased;
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the
date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
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if
applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
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if
applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants
issued with each such security;
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if
applicable, the date on and after which such warrants and the related securities will be separately transferable;
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information
with respect to book-entry procedures, if any;
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if
applicable, a discussion of any material United States federal income tax considerations; and
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any
other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
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DESCRIPTION
OF RIGHTS
We
may issue rights to purchase debt securities, preferred stock, common stock or warrants. These rights may be issued independently
or together with any other security offered hereby and may or may not be transferable by the shareholder receiving the rights
in such offering. The applicable prospectus supplement may add, update or change the terms and conditions of the rights as described
in this prospectus.
The
applicable prospectus supplement will describe the specific terms of any offering of rights for which this prospectus is being
delivered, including the following:
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the
price, if any, per right;
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the
exercise price payable for debt securities, preferred stock, common stock, or warrants upon the exercise of the rights;
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the
number of rights issued or to be issued to each shareholder;
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the
number and terms of debt securities, preferred stock, common stock, or warrants which may be purchased per right;
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the
extent to which the rights are transferable;
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any
other terms of the rights, including the terms, procedures and limitations relating to the exchange and exercise of the rights;
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the
date on which the holder’s ability to exercise the rights shall commence, and the date on which the rights shall expire;
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the
extent to which the rights may include an over-subscription privilege with respect to unsubscribed securities; and
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if
applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the
offering of such rights.
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Holders
may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly
completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus
supplement, we will, as soon as practicable, forward the applicable securities purchased upon exercise of the rights. If less
than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons
other than shareholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant
to standby arrangements with one or more underwriters or other purchasers, pursuant to which the underwriters or other purchasers
may be required to purchase any securities remaining unsubscribed for after such offering, as described in the applicable prospectus
supplement.
The
description in the applicable prospectus supplement of any rights that we may offer will not necessarily be complete and will
be qualified in its entirety by reference to the applicable rights certificate, which will be filed with the SEC.
DESCRIPTION
OF UNITS
As
specified in the applicable prospectus supplement, we may issue units consisting of one or more warrants, rights, debt securities,
shares of preferred stock, shares of common stock or any combination of such securities. The applicable supplement will describe:
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the
terms of the units and of the warrants, rights, debt securities, preferred stock and common stock comprising the units, including
whether and under what circumstances the securities comprising the units may be traded separately;
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a
description of the terms of any unit agreement governing the units; and
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a
description of the provisions for the payment, settlement, transfer or exchange of the units.
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FORMS
OF SECURITIES
Each
debt security, warrant, right and unit will be represented either by a certificate issued in definitive form to a particular investor
or by one or more global securities representing the entire issuance of securities. Certificated securities in definitive form
and global securities will be issued in registered form. Definitive securities name you or your nominee as the owner of the security,
and in order to transfer or exchange these securities or to receive payments other than interest or other interim payments, you
or your nominee must physically deliver the securities to the trustee, registrar, paying agent or other agent, as applicable.
Global securities name a depositary or its nominee as the owner of the debt securities, warrants or units represented by these
global securities. The depositary maintains a computerized system that will reflect each investor’s beneficial ownership
of the securities through an account maintained by the investor with its broker/dealer, bank, trust company or other representative,
as we explain more fully below.
Registered
Global Securities
We
may issue the registered debt securities, warrants, rights and units in the form of one or more fully registered global securities
that will be deposited with a depositary or its nominee identified in the applicable prospectus supplement and registered in the
name of that depositary or nominee. In those cases, one or more registered global securities will be issued in a denomination
or aggregate denominations equal to the portion of the aggregate principal or face amount of the securities to be represented
by registered global securities. Unless and until it is exchanged in whole for securities in definitive registered form, a registered
global security may not be transferred except as a whole by and among the depositary for the registered global security, the nominees
of the depositary or any successors of the depositary or those nominees.
If
not described below, any specific terms of the depositary arrangement with respect to any securities to be represented by a registered
global security will be described in the prospectus supplement relating to those securities. We anticipate that the following
provisions will apply to all depositary arrangements.
Ownership
of beneficial interests in a registered global security will be limited to persons, called participants, that have accounts with
the depositary or persons that may hold interests through participants. Upon the issuance of a registered global security, the
depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective
principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating
in the distribution of the securities will designate the accounts to be credited. Ownership of beneficial interests in a registered
global security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by
the depositary, with respect to interests of participants, and on the records of participants, with respect to interests of persons
holding through participants. The laws of some states may require that some purchasers of securities take physical delivery of
these securities in definitive form. These laws may impair your ability to own, transfer or pledge beneficial interests in registered
global securities.
So
long as the depositary, or its nominee, is the registered owner of a registered global security, that depositary or its nominee,
as the case may be, will be considered the sole owner or holder of the securities represented by the registered global security
for all purposes under the applicable indenture, warrant agreement or unit agreement. Except as described below, owners of beneficial
interests in a registered global security will not be entitled to have the securities represented by the registered global security
registered in their names, will not receive or be entitled to receive physical delivery of the securities in definitive form and
will not be considered the owners or holders of the securities under the applicable indenture, warrant agreement, rights agreement
or unit agreement. Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures
of the depositary for that registered global security and, if that person is not a participant, on the procedures of the participant
through which the person owns its interest, to exercise any rights of a holder under the applicable indenture, warrant agreement,
rights agreement or unit agreement. We understand that under existing industry practices, if we request any action of holders
or if an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled
to give or take under the applicable indenture, warrant agreement, rights agreement or unit agreement, the depositary for the
registered global security would authorize the participants holding the relevant beneficial interests to give or take that action,
and the participants would authorize beneficial owners owning through them to give or take that action or would otherwise act
upon the instructions of beneficial owners holding through them.
Principal,
premium, if any, and interest payments on debt securities, and any payments to holders with respect to warrants, rights or units,
represented by a registered global security registered in the name of a depositary or its nominee will be made to the depositary
or its nominee, as the case may be, as the registered owner of the registered global security. None of VirTra, the trustees, the
warrant agents, the rights agents, the unit agents or any other agent of VirTra, agent of the trustees or agent of the warrant
agents, rights agents or unit agents will have any responsibility or liability for any aspect of the records relating to payments
made on account of beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing
any records relating to those beneficial ownership interests.
We
expect that the depositary for any of the securities represented by a registered global security, upon receipt of any payment
of principal, premium, interest or other distribution of underlying securities or other property to holders on that registered
global security, will immediately credit participants’ accounts in amounts proportionate to their respective beneficial
interests in that registered global security as shown on the records of the depositary. We also expect that payments by participants
to owners of beneficial interests in a registered global security held through participants will be governed by standing customer
instructions and customary practices, as is now the case with the securities held for the accounts of customers in bearer form
or registered in “street name,” and will be the responsibility of those participants.
If
the depositary for any of these securities represented by a registered global security is at any time unwilling or unable to continue
as depositary or ceases to be a clearing agency registered under the Exchange Act, and a successor depositary registered as a
clearing agency under the Exchange Act is not appointed by us within 90 days, we will issue securities in definitive form in exchange
for the registered global security that had been held by the depositary. Any securities issued in definitive form in exchange
for a registered global security will be registered in the name or names that the depositary gives to the relevant trustee, warrant
agent, unit agent or other relevant agent of ours or theirs. It is expected that the depositary’s instructions will be based
upon directions received by the depositary from participants with respect to ownership of beneficial interests in the registered
global security that had been held by the depositary.
PLAN
OF DISTRIBUTION
VirTra
and/or the selling stockholders, if applicable, may sell the securities in one or more of the following ways (or in any combination)
from time to time:
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through
underwriters or dealers;
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directly
to a limited number of purchasers or to a single purchaser;
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through
agents;
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through
a combination of any such methods; or
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through
any other methods described in a prospectus supplement.
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The
prospectus supplement will state the terms of the offering of the securities, including:
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the
name or names of any underwriters, dealers or agents;
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the
purchase price of such securities and the proceeds to be received by VirTra, if any;
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any
underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation;
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any
public offering price;
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any
discounts or concessions allowed or reallowed or paid to dealers; and
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any
securities exchanges on which the securities may be listed.
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Any
public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.
If
we and/or the selling stockholders, if applicable, use underwriters in the sale, the securities will be acquired by the underwriters
for their own account and may be resold from time to time in one or more transactions, including:
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negotiated
transactions,
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at
a fixed public offering price or prices, which may be changed,
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at
market prices prevailing at the time of sale,
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at
prices related to prevailing market prices or
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at
negotiated prices.
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Unless
otherwise stated in a prospectus supplement, the obligations of the underwriters to purchase any securities will be conditioned
on customary closing conditions and the underwriters will be obligated to purchase all of such series of securities, if any are
purchased.
We
and/or the selling stockholders, if applicable, may sell the securities through agents from time to time. The prospectus supplement
will name any agent involved in the offer or sale of the securities and any commissions we pay to them. Generally, any agent will
be acting on a best efforts basis for the period of its appointment.
We
and/or the selling stockholders, if applicable, may authorize underwriters, dealers or agents to solicit offers by certain purchasers
to purchase the securities from VirTra at the public offering price set forth in the prospectus supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the future. The contracts will be subject only to
those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth any commissions we pay for
solicitation of these contracts.
Underwriters
and agents may be entitled under agreements entered into with VirTra and/or the selling stockholders, if applicable, to indemnification
by VirTra and/or the selling stockholders, if applicable, against certain civil liabilities, including liabilities under the Securities
Act, or to contribution with respect to payments which the underwriters or agents may be required to make. Underwriters and agents
may be customers of, engage in transactions with, or perform services for VirTra and its affiliates in the ordinary course of
business.
Each
series of securities will be a new issue of securities and will have no established trading market other than the common stock,
which is quoted on the Nasdaq Capital Market. Any underwriters to whom securities are sold for public offering and sale may make
a market in the securities, but such underwriters will not be obligated to do so and may discontinue any market making at any
time without notice. The securities, other than the common stock, may or may not be listed on a national securities exchange.
LEGAL
OPINIONS
The
validity of the securities in respect of which this prospectus is being delivered will be passed on for us by Anthony L.G., PLLC,
West Palm Beach, Florida.
EXPERTS
The financial statements
incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2019 have been so
incorporated in reliance on the report of MaloneBailey, LLP, an independent registered public accounting firm, given on the authority
of said firm as experts in auditing and accounting.
LIMITATION
ON LIABILITY AND DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our
directors and officers are indemnified by our bylaws against amounts actually and necessarily incurred by them in connection with
the defense of any action, suit or proceeding in which they are a party by reason of being or having been directors or officers
of the company. Our articles of incorporation provide that none of our directors or officers shall be personally liable for damages
for breach of any fiduciary duty as a director or officer involving any act or omission of any such director or officer. Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to such directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities, other than the payment by us of expenses incurred or paid by such director, officer or controlling person
in the successful defense of any action, lawsuit or proceeding, is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion of counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final adjudication of such issue.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus and any subsequent prospectus supplements do not contain all of the information in the registration statement. We have
omitted from this prospectus some parts of the registration statement as permitted by the rules and regulations of the SEC. Statements
in this prospectus concerning any document we have filed as an exhibit to the registration statement or that we otherwise filed
with the SEC are not intended to be comprehensive and are qualified in their entirety by reference to these filings. In addition,
we file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC also maintains a website
that contains reports, proxy and information statements and other information that we file electronically with the SEC, including
us. The SEC’s website can be found at http://www.sec.gov. In addition, we make available on or through our website copies
of these reports as soon as reasonably practicable after we electronically file or furnished them to the SEC. Our website can
be found at http://www.virtra.com. The content contained in, or that can be accessed through, our website is not a part of this
prospectus.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to “incorporate by reference” in this prospectus certain information we have filed and will file with
the SEC, which means that we may disclose important information in this prospectus by referring you to the document that contains
the information. The information incorporated by reference is considered to be an integral part of this prospectus, and information
that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents
listed below:
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our
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 23, 2020;
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our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020, filed with the SEC on May 12, 2020;
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the
description of our common stock which is included in our Form 8-A12B filed with the SEC on March 9, 2018, including any amendment
or report filed for the purpose of updating that description; and
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all
documents filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date
of this prospectus and before we stop offering the securities covered by this prospectus and any accompanying prospectus supplement.
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Notwithstanding
the foregoing, information and documents that we elect to furnish, but not file, or have furnished, but not filed, with the SEC
in accordance with SEC rules and regulations is not incorporated into this prospectus and does not constitute a part hereof.
You
may access these filings on our website at www.virtra.com. The information on our website is not incorporated by reference
and is not considered part of this prospectus. Also, upon written or oral request, at no cost we will provide to each person,
including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated
by reference in the prospectus but not delivered with the prospectus. Inquiries should be directed to:
VirTra,
Inc.
7970
S. Kyrene Rd.
Tempe,
AZ 85284
(480)
968-1488
$20,000,000
VIRTRA,
INC.
Common
Stock, Preferred Stock, Warrants, Rights
Debt
Securities and Units
and
1,004,776
Shares of Common Stock for Resale by Selling Stockholders
PROSPECTUS
,
2020
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
Set
forth below is an estimate (except in the case of the SEC registration fee) of the amount of fees and expenses to be incurred
in connection with the issuance and distribution of the offered securities registered hereby, other than underwriting discounts
and commission, if any, incurred in connection with the sale of the offered securities. All such amounts will be borne by VirTra,
Inc., a Nevada corporation (the “Company”).
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AMOUNT
|
|
SEC Registration Fee
|
|
$
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2,884.23
|
|
FINRA Filing Fees
|
|
|
|
(1)
|
Legal Fees and Expenses
|
|
|
|
(1)
|
Accounting Fees and Expenses
|
|
|
|
(1)
|
Trustees’ Fees and Expenses
|
|
|
|
(1)
|
Warrant Agent Fees and Expenses
|
|
|
|
(1)
|
Printing Expenses
|
|
|
|
(1)
|
Miscellaneous Expenses
|
|
|
|
(1)
|
Total
|
|
|
|
(1)
|
(1)
|
These
fees will be calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at
this time.
|
Item 15. Indemnification of Directors and Officers.
Nevada
Revised Statutes (“NRS”) 78.138(7) provides that, subject to limited statutory exceptions and unless the articles
of incorporation or an amendment thereto (in each case filed on or after October 1, 2003) provide for greater individual liability,
a director or officer is not individually liable to a corporation or its stockholders or creditors for any damages as a result
of any act or failure to act in his or her capacity as a director or officer unless it is proven that: (i) the act or failure
to act constituted a breach of his or her fiduciary duties as a director or officer and (ii) the breach of those duties involved
intentional misconduct, fraud or a knowing violation of law.
NRS
78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation), by reason of the fact that the person is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action,
suit or proceeding if the person (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe the conduct was unlawful. NRS 78.7502(2) provides that a corporation
may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was
a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including
amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the person in connection with the defense
or settlement of the action or suit if the person (a) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in
a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. To the extent that
a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any such
action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation shall indemnify him or her against
expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense. The
termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or
its equivalent, does not, of itself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in good
faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, or
that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that the conduct was unlawful.
Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to
the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent
jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
NRS
78.751(1) provides that any discretionary indemnification pursuant to NRS 78.7502 (unless ordered by a court or advanced pursuant
to NRS 78.751(2)), may be made by the corporation only as authorized in the specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances. The determination must be made (i) by the stockholders;
(ii) by the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or
proceeding; (iii) if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (iv) if a quorum consisting of directors who were not parties
to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. NRS 78.751(2) provides
that the corporation’s articles of incorporation or bylaws, or an agreement made by the corporation, may provide that the
expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation
as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking
by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction
that the director or officer is not entitled to be indemnified by the corporation.
Under
the NRS, the indemnification pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant
to NRS 78.751:
|
●
|
Does
not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the
articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either
an action in the person’s official capacity or an action in another capacity while holding office, except that indemnification,
unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to NRS 78.751(2), may not
be made to or on behalf of any director or officer if a final adjudication establishes that the director’s or officer’s
acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of
action; and
|
|
|
|
|
●
|
Continues
for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person.
|
A
right to indemnification or to advancement of expenses arising under a provision of the articles of incorporation or any bylaw
is not eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject
of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of
expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination
or impairment after such action or omission has occurred.
The
Articles of Incorporation of the Company provide that to the fullest extent permitted under the NRS and other applicable law,
the Company shall indemnify directors and officers of the Company in their respective capacities as such and in any and all other
capacities in which any of them serves at the request of the Company. The Articles of Incorporation of the Company further provide
that the liability of its directors shall be limited to acts or omissions that involve intentional misconduct, knowing violation
of the law, conduct violating NRS 78.138(7), or any transaction from which the director will personally benefit. The Articles
of Incorporation state that if the NRS are amended to further eliminate or limit or authorize corporate action to further eliminate
or limit the liability of directors, the liability of directors of the Company shall be eliminated or limited to the fullest extent
permitted by the NRS.
The
By-Laws of the Company provide that the Company shall, to the fullest extent permitted by the NRS and other applicable law, indemnify,
hold harmless and defend any person who: (i) was or is a director or officer of the Company or was or is a director or officer
of a direct or indirect wholly-owned subsidiary of the Company, and (ii) was or is a party or is threatened to be made a party
to, or was or is otherwise directly involved in, any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that
such person was or is a director or officer of the Company or any direct or indirect wholly-owned subsidiary, or was or is serving
at the request of the Company as a director, officer, employee, partner, member or agent of another entity, against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable
cause to believe such person’s conduct was unlawful.
The
By-Laws further provide that the Company shall indemnify, hold harmless and defend any person who: (i) was or is a director or
officer of the Company or was or is a director or officer of a direct or indirect wholly-owned subsidiary, and (ii) was or is
a party or is threatened to be made a party to, or was or is otherwise directly involved in, any threatened, pending or completed
action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person was
or is a director or officer of the Company or any direct or indirect wholly-owned subsidiary, or was or is serving at the request
of the Company as a director, officer, employee, partner, member or agent of another entity, and whether the basis of such action,
suit or proceeding is alleged action in an official capacity or in any other capacity, against expenses (including attorneys’
fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such
person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the
Company. However, no indemnification shall be made in respect of any matter as to which such person shall have been adjudged to
be liable to the Company unless and only to the extent that the court determines that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses.
To
the extent that a director, officer, employee or agent has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to above, he or she must be indemnified by the Company against expenses, including attorneys’
fees, actually and reasonably incurred by such person in connection with the defense. The By-Laws further provide that any indemnification
under the foregoing provisions must be made by the Company only upon a determination that indemnification is proper in the circumstances,
which such determination shall be made by the (i) stockholders; (ii) by a majority vote of a quorum of the Board of Directors
consisting of directors who were not parties to the act, suit or proceeding; (iii) if a majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel in a written opinion; or
(iv) if a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion. The By-Laws also provide that expenses shall be paid in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by the involved director or officer to repay such amount if it
shall ultimately be determined that such person is not entitled to be indemnified by the Company.
Further,
the Company has entered into employment agreements with its Chief Executive Officer and Chief Operating Officer, both of whom
are directors, that require the Company to indemnify these individuals for certain expenses (including attorneys’ fees),
judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by
or in our right, on account of any services undertaken by such person on behalf of the Company or that person’s status as
an officer or a member of the Board of Directors to the maximum extent allowed under applicable Nevada law. The Company maintains
standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims
made by reason of breach of duty or other wrongful act, and (b) to the Company with respect to payments which may be made by the
Company to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.
Item 16. Exhibits.
The
following is a list of all exhibits filed as a part of this registration statement on Form S-3, including those incorporated herein
by reference.
Exhibit
No.
|
|
Exhibit
Description
|
1.1*
|
|
Form
of Underwriting Agreement
|
|
|
|
3.1
|
|
Articles of Incorporation of VirTra, Inc. filed September 22, 2016 (incorporated by reference to Exhibit 2.1 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
|
|
|
|
3.2
|
|
Certificate of Change of VirTra, Inc. filed on October 7, 2016 (incorporated by reference to Exhibit 2.2 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
|
|
|
|
3.3
|
|
Certificate of Change of VirTra, Inc. filed on February 12, 2018 (incorporated by reference to Exhibit 2.3 to the registrant’s Post-Qualification Offering Circular Amendment No. 1 to Form 1-A (File No. 024-10739) filed with the Commission on February 21, 2018).
|
|
|
|
3.4
|
|
Bylaws of VirTra, Inc. (incorporated by reference to Exhibit 2.4 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
|
|
|
|
4.1
|
|
Form of Senior Indenture
|
|
|
|
4.2*
|
|
Form
of Senior Note
|
|
|
|
4.3
|
|
Form of Subordinated Indenture
|
|
|
|
4.4*
|
|
Form
of Subordinated Note
|
|
|
|
4.5*
|
|
Form
of Warrant Agreement
|
|
|
|
4.6*
|
|
Form
of Rights Agreement
|
|
|
|
4.7*
|
|
Form
of Unit Agreement
|
5.1
|
|
Opinion of Anthony L.G., PLLC
|
|
|
|
10.1
|
|
Lease Agreement dated July 8, 2010 between VirTra Systems, Inc. and DMC Portfolio, LLC, as amended (incorporated by reference to Exhibit 6.1 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
|
|
|
|
10.2†
|
|
Employment Agreement dated April 2, 2012 between VirTra Systems, Inc. and Robert Ferris (incorporated by reference to Exhibit 6.2 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
|
|
|
|
10.3†
|
|
Employment Agreement dated April 2, 2012 between VirTra Systems, Inc. and Matt Burlend (incorporated by reference to Exhibit 6.3 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
|
|
|
|
10.4
|
|
Co-Venture Agreement dated January 16, 2015, by and between Modern Round, L.L.C. and VirTra Systems, Inc. (incorporated by reference to Exhibit 6.4 to the registrant’s Amendment No. 1 to Offering Circular on Form 1-A/A (File No. 024-10739) filed with the Commission on October 17, 2017).
|
|
|
|
10.5
|
|
First Amendment to Co-Venture Agreement dated August 16, 2017, by and between Modern Round, L.L.C. and VirTra Systems, Inc. (incorporated by reference to Exhibit 6.5 to the registrant’s Amendment No. 1 to Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on October 17, 2017).
|
|
|
|
10.6†
|
|
2017 Equity Incentive Plan (incorporated by reference to Exhibit 6.6 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
|
|
|
|
10.7†
|
|
Form of Stock Option Agreement for 2017 Equity Incentive Plan (incorporated by reference to Exhibit 6.7 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
|
|
|
|
10.8†
|
|
Form of Notice of Grant of Stock Option for 2017 Equity Incentive Plan (incorporated by reference to Exhibit 6.8 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
23.2
|
|
Consent of Anthony L.G., PLLC (included in Exhibit 5.1)
|
|
|
|
24.1
|
|
Power of Attorney (included in signature page)
|
|
|
|
25.1**
|
|
Statement
of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of Trustee under the Senior Indenture
|
|
|
|
25.2**
|
|
Statement
of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of Trustee under the Subordinated Indenture
|
†
|
Management
contract, compensation plan or arrangement.
|
*
|
To
be filed by amendment to this registration statement or as an exhibit to a report filed pursuant to Section 13(a), 13(c) or
15(d) of the Exchange Act.
|
**
|
To
be filed separately pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended, and the appropriate rules
and regulations thereunder.
|
Item
17. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 193, as amended (the “Securities Act”);
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) that are incorporated
by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part
of the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(5)
That, for the purpose of determining liability under the Securities Act to any purchaser:
(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the registration statement; and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date.
(6)
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution
of the securities:
The
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communications that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(h)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
(j)
The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee
to act under subsection (a) of Section 310 of the Trust Indenture Act (the “Act”) in accordance with the rules and
regulations prescribed by the SEC under Section 305(b)(2) of the Act.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Tempe, Arizona on May 22, 2020.
|
VirTra,
Inc.
|
|
|
|
By:
|
/s/
Robert D. Ferris
|
|
|
Robert
D. Ferris,
|
|
|
Chief
Executive Officer and President
|
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Robert D. Ferris, his
true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration
Statement and to sign any and all additional registration statements relating to the Registration Statement and filed pursuant
to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent or his substitute
or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons
in their respective capacities on May 22, 2020.
Name
|
|
Title
|
|
|
|
/s/
Robert D. Ferris
|
|
Chief
Executive Officer, President, Chairman of the Board and Director
|
Robert
D. Ferris
|
|
(Principal
Executive Officer)
|
|
|
|
/s/
Judy A. Henry
|
|
Chief
Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal Accounting
|
Judy
A. Henry
|
|
Officer)
|
|
|
|
/s/
Matthew D. Burlend
|
|
Director,
Chief Operating Officer and Vice President
|
Matthew
D. Burlend
|
|
|
|
|
|
/s/
Mitchell A. Saltz
|
|
Director
|
Mitchell
A. Saltz
|
|
|
|
|
|
/s/
Jeffrey D. Brown
|
|
Director
|
Jeffrey
D. Brown
|
|
|
|
|
|
/s/
James Richardson
|
|
Director
|
James
Richardson
|
|
|
EXHIBIT
INDEX
Exhibit
No.
|
|
Exhibit
Description
|
1.1*
|
|
Form
of Underwriting Agreement
|
|
|
|
3.1
|
|
Articles of Incorporation of VirTra, Inc. filed September 22, 2016 (incorporated by reference to Exhibit 2.1 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
|
|
|
|
3.2
|
|
Certificate of Change of VirTra, Inc. filed on October 7, 2016 (incorporated by reference to Exhibit 2.2 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
|
|
|
|
3.3
|
|
Certificate of Change of VirTra, Inc. filed on February 12, 2018 (incorporated by reference to Exhibit 2.3 to the registrant’s Post-Qualification Offering Circular Amendment No. 1 to Form 1-A (File No. 024-10739) filed with the Commission on February 21, 2018).
|
|
|
|
3.4
|
|
Bylaws of VirTra, Inc. (incorporated by reference to Exhibit 2.4 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
|
|
|
|
4.1
|
|
Form of Senior Indenture
|
|
|
|
4.2*
|
|
Form
of Senior Note
|
|
|
|
4.3
|
|
Form of Subordinated Indenture
|
|
|
|
4.4*
|
|
Form
of Subordinated Note
|
|
|
|
4.5*
|
|
Form
of Warrant Agreement
|
4.6*
|
|
Form
of Rights Agreement
|
|
|
|
4.7*
|
|
Form
of Unit Agreement
|
|
|
|
5.1
|
|
Opinion of Anthony L.G., PLLC
|
|
|
|
10.1
|
|
Lease Agreement dated July 8, 2010 between VirTra Systems, Inc. and DMC Portfolio, LLC, as amended (incorporated by reference to Exhibit 6.1 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
|
|
|
|
10.2†
|
|
Employment Agreement dated April 2, 2012 between VirTra Systems, Inc. and Robert Ferris (incorporated by reference to Exhibit 6.2 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
|
|
|
|
10.3†
|
|
Employment Agreement dated April 2, 2012 between VirTra Systems, Inc. and Matt Burlend (incorporated by reference to Exhibit 6.3 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
|
|
|
|
10.4
|
|
Co-Venture Agreement dated January 16, 2015, by and between Modern Round, L.L.C. and VirTra Systems, Inc. (incorporated by reference to Exhibit 6.4 to the registrant’s Amendment No. 1 to Offering Circular on Form 1-A/A (File No. 024-10739) filed with the Commission on October 17, 2017).
|
|
|
|
10.5
|
|
First Amendment to Co-Venture Agreement dated August 16, 2017, by and between Modern Round, L.L.C. and VirTra Systems, Inc. (incorporated by reference to Exhibit 6.5 to the registrant’s Amendment No. 1 to Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on October 17, 2017).
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10.6†
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|
2017 Equity Incentive Plan (incorporated by reference to Exhibit 6.6 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
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10.7†
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|
Form of Stock Option Agreement for 2017 Equity Incentive Plan (incorporated by reference to Exhibit 6.7 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
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10.8†
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|
Form of Notice of Grant of Stock Option for 2017 Equity Incentive Plan (incorporated by reference to Exhibit 6.8 to the registrant’s Offering Circular on Form 1-A (File No. 024-10739) filed with the Commission on September 11, 2017).
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23.1
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Consent of Independent Registered Public Accounting Firm.
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23.2
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Consent of Anthony L.G., PLLC (included in Exhibit 5.1)
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24.1
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|
Power of Attorney (included in signature page)
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25.1**
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|
Statement
of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of Trustee under the Senior Indenture
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25.2**
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Statement
of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of Trustee under the Subordinated Indenture
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†
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Management
contract, compensation plan or arrangement.
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*
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To
be filed by amendment to this registration statement or as an exhibit to a report filed pursuant to Section 13(a), 13(c) or
15(d) of the Exchange Act.
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**
|
To
be filed separately pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended, and the appropriate rules
and regulations thereunder.
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