EX1A-13 TST WTRS 9 ex13-1.htm

VirTra Files Preliminary Offering Circular with the SEC

Tempe, Ariz. September 11, 2017 — VirTra, Inc. (OTCQX: VTSI), (the “Company”), a global provider of training simulators for the law enforcement, military, educational and commercial markets, announced that it has filed a preliminary offering circular with the Securities and Exchange Commission (“SEC”) pursuant to the Regulation A framework, which is open to both accredited and unaccredited investors. VirTra also intends to file an application to list its common stock on the NASDAQ Capital Market (“NASDAQ”) under the symbol “VTSI.”

The purpose of the filing is to enable the Company to issue new shares of common stock to raise gross proceeds of between $5 million and $10 million. Boustead Securities, LLC (“Boustead”) will serve as underwriter. Pricing will be determined at a future date, based on market conditions. The Company cannot predict the timing of when, or if, its offering statement will become qualified with the SEC and/or its application with NASDAQ will be approved, but expects to complete the transactions within 2017. For more information on the offering circular, visit www.sec.gov/edgar/searchedgar/companysearch.html.

“This potential offering and the launch of our uplisting efforts are key events in our plans to significantly expand our product and service offerings, greatly enhance our sales and marketing efforts, and ensure that VirTra is poised for growth through strategic acquisitions in our current industry, as well as in the broader virtual reality simulation sector,” said Bob Ferris, CEO, VirTra, Inc.

“Becoming an SEC registrant and uplisting to a national exchange, such as NASDAQ, may significantly increase our stature in the capital markets and help us enhance shareholder value. We are pleased to have Boustead Securities leading the effort, given that their expertise in the NASDAQ listing process and Regulation A has proven successful in the past,” said Ferris.

About VirTra

VirTra is a global provider of training simulators for the law enforcement, military, educational and commercial markets. The Company’s patented technologies, software and scenarios provide intense training for de-escalation, judgmental use-of-force, marksmanship and related training that mimics real world situations. VirTra’s mission is to save and improve lives worldwide through realistic and highly-effective virtual reality and simulator technology. Learn more about VirTra at www.VirTra.com.

Forward-looking Statements

This news release includes certain information that may constitute forward-looking statements. Forward-looking statements are typically identified by terminology such as “could,” “may,” “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “proposed,” “planned,” “potential” and similar expressions, or are those, which, by their nature, refer to future events. All statements, other than statements of historical fact, included herein, including statements about VirTra’s beliefs and expectations, are forward-looking statements. Forward-looking information is necessarily based upon a number of assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Although VirTra believes that such statements are reasonable, it can give no assurance that such forward-looking information will prove to be accurate. VirTra cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward-looking statements as a result of various factors. Accordingly, due to the risks, uncertainties and assumptions inherent in forward-looking information, readers and prospective investors in the Company’s securities should not place undue reliance on forward-looking information. All forward-looking information contained in this press release is given as of the date hereof, and is based upon the opinions and estimates of management and information available to management as at the date hereof and is subject to change. The Company assumes no obligation to revise or update forward-looking information to reflect new circumstances, whether as a result of new information, future events or otherwise, except as required by law.

No money or consideration is being solicited by the information in this press release or any other communication and, if sent, money will not be accepted and will be promptly returned. No offer by a potential investor to buy our securities can be accepted and, if made, any such offer can be withdrawn before qualification of an offering by the SEC. A potential investor’s indication of interest does not create a commitment to purchase the securities we are considering offering. Any such indication of interest may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance is given and all other requirements to accept an investment from a potential investor are met after the offering qualification date. Any offering will be made only by means of an Offering Circular. Any information in this press release or any other communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification for sale as provided in Regulation A+ in any such state or jurisdiction.

Investor Relations Counsel

Larry Clark

Financial Profiles, Inc.

(310) 622-8223

vtsi@finprofiles.com

VirTra Has Applied for Listing on Nasdaq

Tempe, Ariz. October 11, 2017 — VirTra, Inc. (OTCQX: VTSI), (“VirTra”), a global provider of training simulators for the law enforcement, military, educational and commercial markets, today announced that on Tuesday, October 10, 2017, it applied to list its common stock on the Nasdaq Capital Market upon qualification by the Securities and Exchange Commission (the “SEC”) of its planned Regulation A+ offering of common stock with a minimum of $5,000,000 and a maximum of $10,000,000 pursuant to an Offering Statement filed with the SEC on September 11, 2017.

“We believe listing on the Nasdaq will provide our company with increased exposure to potential investors, greater liquidity for shareholders and enhanced access to growth capital,” said Bob Ferris, Chairman of the Board and Chief Executive Officer of VirTra.

We intend to apply to list our common stock on the Nasdaq Capital Market under the symbol “VTSI” after we register our common stock under the Securities Exchange Act of 1934, as amended (“Exchange Act”), upon the qualification of this offering. Our common stock will not commence trading on Nasdaq until we are accepted, which is determined by Nasdaq qualification requirements and by the Nasdaq selection committee. There is no assurance that our common stock will be registered under the Exchange Act or, if registered under the Exchange Act, that our listing application will be approved by the Nasdaq. We will not consummate and close this offering without a listing approval letter from Nasdaq.

VirTra’s common stock currently trade on OTCQX® Best Market.

About VirTra

VirTra is a global provider of training 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 realistic and highly-effective virtual reality and simulator technology. Learn more about VirTra at www.VirTra.com.

Forward-looking Statements

This news release includes certain information that may constitute forward-looking statements. Forward-looking statements are typically identified by terminology such as “could,” “may,” “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “proposed,” “planned,” “potential” and similar expressions, or are those, which, by their nature, refer to future events. All statements, other than statements of historical fact, included herein, including statements about VirTra’s beliefs and expectations, are forward-looking statements. Forward-looking information is necessarily based upon a number of assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Although VirTra believes that such statements are reasonable, it can give no assurance that such forward-looking information will prove to be accurate. VirTra cautions investors that any forward-looking statements it makes are not guarantees of future results or performance, and that actual results may differ materially from those in forward-looking statements as a result of various factors. Accordingly, due to the risks, uncertainties and assumptions inherent in forward-looking information, readers and prospective investors in VirTra’s securities should not place undue reliance on forward-looking information. All forward-looking information contained in this press release is given as of the date hereof, and is based upon the opinions and estimates of management and information available to management as at the date hereof and is subject to change. VirTra assumes no obligation to revise or update forward-looking information to reflect new circumstances, whether as a result of new information, future events or otherwise, except as required by law.

No money or consideration is being solicited by the information in this press release or any other communication and, if sent, money will not be accepted and will be promptly returned. No offer by a potential investor to buy our securities can be accepted and, if made, any such offer can be withdrawn before qualification of an offering by the SEC. A potential investor’s indication of interest does not create a commitment to purchase the securities VirTra is considering offering. Any such indication of interest may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance is given and all other requirements to accept an investment from a potential investor are met after the offering qualification date. Any offering will be made only by means of an Offering Circular. Any information in this press release or any other communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification for sale as provided in Regulation A+ in any such state or jurisdiction. The Offering Circular can be found https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001085243&owner=exclude&count=40&hidefilings=0.

Media contact:

Susan Lehman

Slehman@virtra.com

(510) 599-6555

Investor Relations contact:

Brett Maas

vtsi@haydenir.com

(646) 536-7331

VirTra Announces Voting Results from 2017 Annual Meeting of Shareholders, Elects Third Independent Director

Shareholders Approve Equity Incentive Plan and Appointment of Friedman, LLP

Tempe, Ariz. October 10, 2017 — VirTra, Inc. (OTCQX: VTSI), (the “Company”), a global provider of training simulators for the law enforcement, military, educational and commercial markets, today announced the results of its 2017 Annual Meeting of Shareholders. At the meeting held on Friday, October 6, 2017 at the Company’s corporate offices, the shareholders approved, in line with the Board of Directors’ recommendations, all proposals presented at the meeting. Shareholders voted, among other proposals, to elect all five of the director nominees (Robert D. Ferris, Matthew D. Burlend, Mitchell A. Saltz, Jeffrey D. Brown and Jim Richardson, the Company’s newest member of the board).

In connection with Mr. Richardson’s election, the size of the Board of Directors was increased from four to five members. Also, the Board of Directors confirmed the independence of Messrs. Saltz, Brown and Richardson under corporate governance requirements of the NASDAQ Listing Rules and the applicable Securities and Exchange Commission rules.

At the meeting, shareholders:

●		Elected the five Board of Director nominees as noted above;
●		Approved the VirTra 2017 Equity Incentive Plan; and
●		Ratified the appointment of Friedman, LLP as VirTra’s independent registered public accounting firm.

Bob Ferris, Chairman and Chief Executive Officer of VirTra, commented, “Jim brings a deep understanding of the simulation industry and a wealth of experience in strategy execution and business development. He built a startup enterprise into a highly successful long-term investment, and we believe his experience in taking companies to the next level will prove invaluable as we continue to grow VirTra. The addition of a third, independent director meets the NASDAQ corporate governance requirements, enriches board oversight and is a continuation of our commitment to strong corporate governance, an essential element to creating long-term sustainable value for our shareholders.”

Mr. Richardson is the co-founder and has been the Chief Executive Officer of NaturalPoint Inc. since 1996. NaturalPoint is a provider of VR (virtual reality) and tracking products that are ubiquitous throughout the simulation industry from major military simulation projects to consumer virtual reality products. Mr. Richardson has had an integral role at NaturalPoint since its formation and is responsible for devising its high-level strategy and the engineering, marketing and sales efforts. Through Mr. Richardson’s efforts, he led the company to profitable revenue growth, enabling it to gain significant market share culminating in its sale to Planar Systems, Inc., a developer, manufacturer and marketer of electronic display products and systems for $125 million in cash. Mr. Richardson studied Mechanical Engineering at the University of California at Berkeley.

Following the meeting, the Board of Directors approved the following:

Appointment of Independent Directors to the Committees

The Board of Directors appointed the following individuals to the committees set forth in the table below.

Name	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Mitchell A. Saltz	X	X*	X
Jeffrey D. Brown	X*	X	X
Jim Richardson	X	X	X*

Non-Employee Director Compensation

The Board of Directors approved annual cash compensation for the non-employee directors (Messrs. Saltz, Brown and Richardson) of $24,000 for the period from October 1, 2017 through September 30, 2018. The annual cash retainer will be in lieu of awards of stock options or any other equity compensation to all officers and all directors previously approved by the Board of Directors. Mr. Ferris and Mr. Burlend are not receiving any additional cash compensation as part of their service on the Company’s Board of Directors.

Election of Officers

The Board of Directors elected the following individuals to serve as officers of the Company until removed by the Board of Directors or until their successors are elected and qualified:

Name		Title
Robert D. Ferris		Chief Executive Officer and President
Matthew D. Burlend		Chief Operating Officer and Vice President
Judy Henry		Chief Financial Officer, Secretary and Treasurer

About VirTra

Forward-looking Statements

Media contact:

Susan Lehman

Slehman@virtra.com

(510) 599-6555

Investor Relations contact:

Brett Maas

vtsi@haydenir.com

(646) 536-7331