VIRTRA, INC. (OTCMKTS:VTSI) Files An 8-K Entry into a Material Definitive Agreement
On March 31, 2021, VirTra, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), to which the Company will sell to the Purchasers an aggregate of 3,000,000 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) at a price of $6.00 per share in a registered direct offering (the “Offering”). The closing of the Offering is expected to occur on or about April 5, 2021, subject to the satisfaction of certain customary closing conditions.
The gross proceeds to the Company from the transactions are expected to be approximately $18 million. The Company intends to use the net proceeds from the Offering for general corporate purposes, including general working capital.
The Shares were offered and sold by the Company to an effective shelf registration statement on Form S-3 (File No. 333-238624), which was filed with the Securities and Exchange Commission (the “SEC”) on May 22, 2020 and subsequently declared effective on June 2, 2020, and a related prospectus. A prospectus supplement relating to the Offering will be filed with the SEC.
The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement and Roth Capital Partners, LLC (“Roth”). In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is filed with this report only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The Company also entered into a placement agent agreement (the “Placement Agency Agreement”) on March 31, 2021 with Roth, to which Roth agreed to serve as placement agent for the issuance and sale of the Shares. The Company has 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 will also pay Roth a 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.
The forms of the Purchase Agreement, as well as the Placement Agency Agreement, are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.
This report does not constitute an offer to sell or the solicitation of an offer to buy, and these securities cannot be sold in any state or jurisdiction in which this offer, solicitation, or sale would unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.
On March 31, 2021, the Company issued a press release regarding the transactions described above under Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.