Stockholders’ Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Stockholders’ Equity

Note 11. Stockholders’ Equity

Authorized Capital

Common Stock.

Authorized Shares. The Company is authorized to issue 60,000,000 shares of common stock, par value $0.0001 per share, of which (a) 50,000,000 shares shall be common stock, par value $0.0001, (b) 2,500,000 shares shall be Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and (c) 7,500,000 shares shall be Class B common stock, par value $0.0001 per share (the “Class B Common Stock”). No shares of Class A Common Stock or Class B Common Stock have been issued.

Rights and Preferences. Voting Rights. Except as otherwise required by the Nevada Revised Statues or as provided by or pursuant to the provisions of the Company’s articles of incorporation:

(i) Each holder of common stock shall be entitled to one (1) vote for each share of common stock held of record by such holder. The holders of shares of common stock shall not have cumulative voting rights.

(ii) Each holder of Class A Common Stock shall be entitled to ten (10) votes for each share of Class A Common Stock held of record by such holder. The holders of shares of Class A Common Stock shall not have cumulative voting rights.

(iii) The holders of common stock and Class A Common Stock shall vote together as a single class on all matters on which stockholders are generally entitled to vote.

(iv) The holders of Class B Common Stock shall not be 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.

Preferred Stock

Authorized Shares. The Company is authorized to issue 2,500,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).

Rights and Preferences. The Board of Directors is authorized at any time, and from time to time, to provide 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.

Stock Repurchase

On October 25, 2016, the Company’s Board of Directors authorized the repurchase of up to $1 million of its common stock under Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. Purchases made pursuant to this authorization will be made in the open market, in privately negotiated transactions, or pursuant to any trading plan that may be adopted in accordance with Rule 10b-18. The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. On January 9, 2019, VirTra’s Board of Directors authorized an additional $1 million be allocated for the repurchase of VirTra’s stock under the existing 10b-18 plan. The Company’s stock repurchase program was suspended as a result of interim rulings for public-company recipients of a PPP loan under the CARES Act. The stock repurchase suspension remained in effect until the PPP loan was forgiven on July 20, 2021, and has continued to remain in effect.

Treasury Stock

During the years ended December 31, 2022 and 2021, the Company purchased no treasury shares.

Non-qualified Stock Options

The Company has periodically issued non-qualified stock options to key employees, officers and directors under a stock option compensation plan approved by the Board of Directors in 2009. Terms of option grants are at the discretion of the Board of Directors and are generally seven years. Upon the exercise of these options, the Company expects to issue new authorized shares of its common stock. The following table summarizes all non-qualified stock options as of:

	December 31, 2022					December 31, 2021
	Number of			Weighted		Number of			Weighted
	Stock Options			Exercise Price		Stock Options			Exercise Price
Options outstanding, beginning of year		112,500		$	3.51		164,167		$	3.13
Granted		-			-		-			-
Redeemed		(27,500	)		2.44		(35,000	)		1.85
Exercised		(17,500	)		2.33		(7,500	)		1.51
Expired / terminated		(22,500	)		4.05		(9,167	)		4.59
Options outstanding, end of year		45,000		$	4.26		112,500		$	3.51
Options exercisable, end of year		45,000		$	4.26		112,500		$	3.51

The Company did not have any non-vested stock options outstanding as of December 31, 2022. The weighted average contractual term for options outstanding and exercisable on December 31, 2022, and 2021 was 7 years. The aggregate intrinsic value of the options outstanding and exercisable on December 31, 2022, and 2021 was $82,800 and $392,065, respectively. The total intrinsic value of options exercised during the years ended December 31, 2022, and 2021 was $31,800 and $252,635, respectively. The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the Company’s common stock for those stock options that have an exercise price lower than the fair value of the Company’s common stock. Options with an exercise price above the fair value of the Company’s common stock are considered to have no intrinsic value. For the years ended December 31, 2022, and 2021, the Company received payments related to the exercise of options in the amount of $40,845 and $11,320, respectively. The total fair value of shares vested during the years ended December 31, 2022 and 2021 is $0.

The following table summarizes information about stock options outstanding and exercisable as of December 31, 2022:

Range of Exercise Price	Number of Options Outstanding		Weighted Average Exercise Price		Number of Options Exercisable		Weighted Average Exercise Price
$1.00 - $1.99		0	$	-		0	$	-
$2.00 - $2.99		7,500	$	2.23		7,500	$	2.23
$3.00 - $3.99		7,500	$	3.76		7,500	$	3.76
$4.00 - $4.99		15,000	$	4.24		15,000	$	4.24
$5.00 - $5.99		15,000	$	5.54		15,000	$	5.54
		45,000	$	4.26		45,000	$	4.26

The following table summarizes information about stock options outstanding and exercisable as of December 31, 2021:

Range of Exercise Price	Number of Options Outstanding		Weighted Average Exercise Price		Number of Options Exercisable		Weighted Average Exercise Price
$1.00 - $1.99		22,500	$	1.80		22,500	$	1.80
$2.00 - $2.99		22,500	$	2.51		22.500	$	2.51
$3.00 - $3.99		22,500	$	3.47		22,500	$	3.47
$4.00 - $4.99		22,500	$	4.24		22,500	$	4.24
$5.00 - $5.99		22,500	$	5.54		22,500	$	5.54
		112,500	$	3.51		112,500	$	3.51

2017 Equity Incentive Plan

On August 23, 2017, our Board approved, subject to stockholder approval at the annual meeting of stockholders on October 6, 2017, the VirTra, Inc. 2017 Equity Incentive Plan (the “Equity Plan”). The Equity Plan is intended to make available incentives that will assist us to attract, retain and motivate employees, including officers, consultants and directors. We may provide these incentives through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units and other cash or stock -based awards.

A total of 1,187,500 shares of our common stock was initially authorized and reserved for issuance under the Equity Plan. This reserve automatically increased on January 1, 2019, and each subsequent anniversary through 2027, by an amount equal to the smaller of (a) 3% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by the Board.

Awards may be granted under the Equity Plan to our employees, including officers, directors or consultants or those of any present or future parent or subsidiary corporation or other affiliated entity. All awards will be evidenced by a written agreement between us and the holder of the award and may include any of the following: stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance units and cash-based awards and other stock-based awards.

Through December 31, 2022, 224,133 and 168,090 restricted stock awards and 14,057 and 10,543 restricted shares have been granted under the Equity Plan to the Company’s CEO and COO, respectively (see Note 9). For the years ended December 31, 2021, and 2020, there were no options issued under the Equity Plan.

Common stock activity

On April 11, 2022 the Compensation Committee of the Board of Directors approved a sign on bonus of 64,815 restricted shares to the Co-CEO.

On September 23,2022 the Compensation Committee of the Board of Directors awarded 5,747 (prior to deduction of 1,840 shares to pay the tax withholding liability) and 7,407 shares of common stock to its Co-Chief Executive Officers in settlement of RSUs, based on the Company’s performance for the twelve months ended June 30, 2022.

On August 26, 2021, the Compensation Committee of the Board of Directors approved grants of 14,057 and 10,543 restricted shares to the CEO and COO, respectively, based on the Company’s performance for the twelve months ended June 30, 2021 (see Note 9).

On March 31, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to sell to the Purchasers an aggregate of 3,000,000 shares (the “RDO Shares”) of the Company’s Common Stock at a price of $6.00 per share in a registered direct offering (the “Offering”). The RDO Shares were offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-238624), which was filed by the Company with the SEC on May 22, 2020, and subsequently declared effective on June 2, 2020, and a related prospectus.

The Company also entered into a placement agent agreement (the “Placement Agency Agreement”) on March 31, 2021, with Roth Capital Partners, LLC (“Roth”), pursuant to which Roth agreed to serve as placement agent for the issuance and sale of the RDO Shares. The Company agreed to pay Roth an aggregate fee equal to 6.5% of the gross proceeds received by the Company from the sale of the securities in the transaction. The Company also agreed to pay Roth reimbursement for legal fees and expenses in an amount not to exceed $35,000.

Roth acted as the lead placement agent in the Offering. Lake Street Capital Markets acted as co-placement agent for the Offering. Maxim Group LLC acted as a financial advisor to the Company in connection with the Offering.

A prospectus supplement and the accompanying prospectus relating to and describing the terms of the Offering, dated March 31, 2021, was filed with the SEC on April 2, 2021.

On April 5, 2021, the Company closed the Offering. The total gross proceeds of the Offering were $18.0 million, before deducting the placement agents’ fees and other estimated Offering expenses which totaled $1,205,000.