Stockholders’ Equity

12 Months Ended

Dec. 31, 2023

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.

Treasury Stock

During the years ended December 31, 2023, and 2022, 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, 2023					December 31, 2022
	Number of			Weighted		Number of			Weighted
	Stock Options			Exercise Price		Stock Options			Exercise Price
Options outstanding, beginning of year		45,000		$	4.26		112,500		$	3.51
Granted		-			-		-			-
Redeemed		(15,000	)		5.09		(27,500	)		2.44
Exercised		(15,000	)		3.66		(17,500	)		2.33
Expired / terminated		-			-		(22,500	)		4.05
Options outstanding, end of year		15,000		$	4.03		45,000		$	4.26
Options exercisable, end of year		15,000		$	4.03		45,000		$	4.26

The Company did not have any non-vested stock options outstanding as of December 31, 2023. The weighted average contractual term for options outstanding and exercisable on December 31, 2023 and 2022 was 7 years. The aggregate intrinsic value of the options outstanding and exercisable on December 31, 2023 and 2022 was $81,600 and $82,800, 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, 2023 and 2022, the Company received payments related to the exercise of options in the amount of $54,900 and $40,845, respectively. The total fair value of shares vested during the years ended December 31, 2023 and 2022 is $0.

The following table summarizes information about stock options outstanding and exercisable as of December 31, 2023:

Range of Exercise Price	Number of Options Outstanding		Weighted Average Exercise Price		Number of Options Exercisable		Weighted Average Exercise Price
$1.00 - $1.99		-	$	-		-	$	-
$2.00 - $2.99		-	$	-		-	$	-
$3.00 - $3.99		7,500	$	3.76		7,500	$	3.76
$4.00 - $4.99		7,500	$	4.30		7,500	$	4.30
$5.00 - $5.99		-	$	-		-	$	-
		15,000	$	4.03		15,000	$	4.03

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		-	$	-		-	$	-
$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		112,500	$	4.26

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 in attracting, retaining and motivating 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.

For the years ended December 31, 2023 and 2022, there were no options issued under the Equity Plan.

Common stock activity

In December 2023, the Chief Financial Officer and the Company’s general counsel were awarded 5,000 (prior to deduction of 1,709 share to pay tax withholding to equal 3,291) and 10,438 (prior to deduction of 3,688 shares to pay tax withholding to equal 6,750) shares of common stock upon settlement of restricted stock units.

In October 2023, the Chief Executive Officer was issued 133,333 shares upon settlement of restricted stock units.

On September 1, 2023, the Company awarded awarded 22,988 (prior to deduction of 9,142 shares to pay the tax withholding liability) and 29,360 (prior to deduction of 11,394 shares to pay the tax withholding liability) shares of common stock to its Executive Chairman and Chief Executive Officer, respectively, in settlement of RSUs, based on the Company’s performance for the twelve months ended June 30, 2023.

During the year ended December 31, 2023, a total of 15,000 shares of common stock were issued pursuant to the exercise of stock options.

The Board of Directors appointed Jim McDonnell as an independent member to the Board effective January 1, 2023 and granted him 10,684 restricted shares of the Company’s common stock which are subject to vesting requirements and 42,735 restricted stock units which vest only upon the sale of the Company.

Also on January 1, 2023, 5,331 shares were issued to an employee as a signing bonus.

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 then Co-Chief Executive Officers in settlement of RSUs, based on the Company’s performance for the twelve months ended June 30, 2022.

On April 11, 2022, the Compensation Committee of the Board of Directors approved a sign on bonus of 64,815 restricted shares to the CEO (then co-CEO) John Givens.