Investor Relations Counsel
Financial Profiles, Inc.
Tempe, Ariz. (October 11, 2016) — VirTra, Inc. (OTC Pink: VTSI), a leading provider of use of force simulators and firearms training simulators, announces today that on October 7, 2016 it filed a Certificate of Change to its Articles of Incorporation to effect a 10-for-one reverse stock split of its outstanding and authorized common stock. This action was approved by the Company’s board of directors by written consent on September 29, 2016 and no consent of its shareholders was required in accordance with the relevant sections of the Nevada Revised Statutes. The Company will file a notice regarding the Certificate of Change with The Financial Information Regulatory Association, Inc. (“FINRA”). The Certificate of Change will not become effective until approved by FINRA. The Company will file an updated announcement upon FINRA acceptance and approval of the Certificate of Change.
As a result of the reverse stock split, every ten shares of the Company’s pre-reverse split common stock will be combined and reclassified into one share of common stock. Proportionate voting rights and other rights of common stock holders will not be affected by the reverse stock split. No fractional shares will be issued in connection with the reverse stock split and stockholders who would otherwise hold a fractional share of common stock will be rounded up to a full share. After giving effect to the reverse split, there will be approximately 15.8 million shares of common stock outstanding and no shares of Series A Preferred Stock outstanding. The number of outstanding stock options will also be adjusted by the same ratio used for the common stock reverse split.
“This decision to effect a reverse stock split has been made in consultation with investors, advisors and our Board of Directors, and we believe the expected increase in share price will enable us to move toward achieving increased trading liquidity for our stock,” said Bob Ferris, Chairman and CEO of VirTra. “In addition to our ongoing investments in human capital, infrastructure and R&D, we have been and will continue to implement changes in the area of financial reporting and corporate governance that will better prepare us to eventually obtain a listing on a national stock exchange.”
VirTra’s transfer agent and registrar, Continental Stock and Transfer & Trust Company, will act as the exchange agent for the reverse stock split. Registered stockholders holding pre-split shares of the company’s common stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to each brokers’ particular processes, and will not be required to take any action in connection with the reverse stock split. Stockholders should direct any questions concerning the reverse stock split to their broker or VirTra’s transfer agent and registrar, Continental Stock and Transfer & Trust Company, (212) 509-4000.
VirTra is a global leading provider of the world’s most realistic and effective judgmental use of force simulators. VirTra is the higher standard in firearms training simulators, offering a variety of simulator platforms, powerful gas-powered recoil kits and the patented Threat-Fire™ simulated hostile return fire system. VirTra’s products provide the very best simulation training available for personnel that are entrusted with lethal force and critical missions. The Company’s common stock is not registered under the Securities Exchange Act of 1934 and the Company does not currently file periodic or other reports with the Securities and Exchange Commission.
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, 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.