UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 31, 2022

VIRTRA, INC.

(Exact name of Registrant as Specified in Its Charter)

Nevada		001-38420		93-1207631
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

295 E. Corporate Place

Chandler, AZ

85225

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (480) 968-1488

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value		VTSI		NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The registrant’s Board of Directors has appointed Jim McDonnell, 63, as an independent member to the Board, effective January 1, 2023. Mr. McDonnell brings over four decades of experience in law enforcement. More information about his background can be found in the press release, which is filed as an exhibit to this report.

Non-employee directors receive cash compensation of $24,000 annually. In addition, Mr. McDonnell has been granted 10,684 restricted shares of the registrant’s common stock which are subject to vesting requirements and 42,735 restricted stock units which vest only upon the sale of the registrant. There were no previous transactions between the registrant and Mr. McDonnell.

The vacancy on the Board of Directors was created by the resignation of James Richardson, which was effective December 31, 2022. His resignation was not the result of any disagreement with the registrant, its management, the Board or any committee of the Board.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release of the registrant dated January 3, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VIRTRA, INC.

Date: January 3, 2023	By:	/s/ Robert D. Ferris
	Name:	Robert D. Ferris
	Title:	Co-Chief Executive Officer

VirTra Inc. filed SEC Form 8-K: Leadership Update