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I have worked for VirTra in the past as an advisor to the 2016 reorganization. I have not done any work for VirTra for some time now. I only came to this Board to see what others were saying about the S-3. I am not aware of any of the reasons behind the filing of the S-3. Typically they are used to register stock for resale - such as overnight offerings.The S-3 form (simplified prospectus) is commonly used by listed public companies that qualify to use it.
Ruff:
I was not shocked by the results. Historically VTSI has always suffered from lumpiness for the reasons often described on this board. Until product lines, markets and sales approaches are expanded this lumpiness will continue. The good news is that VTSI recognizes this and I am buoyed by public mention of growth through acquisitions. To me this speaks to new markets or new products, both of which will grow VTSI in a good way. As to overall profitability - I expected a large jump in SG&A associated with the move to become an SEC registered company and NASDAQ listed. The move is expensive but are only one-time expenses. I expect in the next quarter the SG&A will revert closer to normal levels and the bottom line will reflect this. Now before everyone jumps on me - I am NOT saying there are not continuing costs with being a NASDAQ public company - what I am saying is the extra-ordinary registration and listing costs are one time expenses.
Good Friday.
That being the case it will likely be Thursday. Good luck to all.
NASDAQ PR
I expect the move will happen Thursday or Friday at the latest. That being the case I expect both VirTra and NASDAQ will issue a release tomorrow. It will be happening. Typically coordination takes a day or two. It’s standard practice people. Standby.
NASDAQ Opening Bell
Almost all new listings get the chance to ring the bell. The timing is often months after the listing. I am sure VirTra will PR the event.
Now that VirTra will have a NASDAQ listing we now have to see how well management can leverage the listing.
OT but I travelled to NYC to attend the National Investment Bankers Association meeting and was met with beautiful weather.
NASDAQ IS OFFICIAL
Please see the NASDAQ filing below:
https://www.sec.gov/Archives/edgar/data/1085243/000135445718000067/8A_Cert_VTSI.pdf
For all the doubters please acknowledge the milestone. For all those who kept the faith - we have been rewarded!
I do not know. I am not aware of any.
I do not know but I have been having timing issues with NASDAQ as of late. Another client of mine applied for its trading symbol in advance of its current IPO filing and what normally takes 3-5 business days took almost 5 weeks!!!!! I suspect an internal NASDAQ HR is may be the culprit.
BillPR
You are correct. The SEC will need to declare the amendment as qualified and then NASDAQ can issue an approval. Theoretically VirTra could uplist as early as the end of next week if all moves swiftly. For sure the following week. This has been a long time in the making. The beginning of a new path to growth.
VirTra is now a registered SEC company!
This filing just in:
https://www.sec.gov/Archives/edgar/data/1085243/000149315218003183/form8-a12b.htm
The event shareholders have waiting for us now here. One step towards transparency and one step closer to NASDAQ.
20 Day
The 20 business days is only relevant for the VTSID interim trading symbol. After the passing of 20 days it will automatically revert back to VTSI.
As for the NASDAQ listing I am always of the view they can say no. Before VirTra can apply it must first get the post-qualification amendment approved by the SEC. Then file the registration on form 8A-12b. Then NASDAQ will determine at that time whether an issuer qualifies. It seems that unless the stock falls below $3.00 after the split I would ordinarily expect approval to uplist.
In terms of timing I believe it should happen in March but given that the SEC is being stressed by a whole lot of 1-A filings it could be delayed. All timing is up to the regulators now that the reverse split has been completed.
Just Released:
TEMPE, Ariz., March 01, 2018 (GLOBE NEWSWIRE) -- VirTra, Inc. (OTCQX:VTSI), a global provider of training simulators for the law enforcement, military, educational and commercial markets, today announced that the Financial Industry Regulatory Authority (“FINRA”) has processed VirTra’s request to complete its previously announced 1-for-2 reverse split of its common stock. As such, VirTra’s common shares will, effective March 2, 2018, trade on the OTCQX under the trading symbol “VTSID”. The new trading symbol with the appended “D” (denoting a split) will be removed 20 business days later and will thereafter revert back to “VTSI”.
As previously announced, this action is part of the Company’s efforts to qualify for and complete an uplist to the Nasdaq Capital Markets. In connection with the anticipated move to Nasdaq VirTra will register its common shares with the Securities and Exchange Commission, and VirTra will thereafter be subject to all the reporting obligations of a public reporting company. Despite these steps being taken by VirTra there can be no assurance that the Company's application for listing will be approved, and management cannot predict the timing of any decision.
About VirTra
VirTra is a global provider of training simulators for the law enforcement, military, educational and commercial markets. The Company’s patented technologies, software and scenarios provide intense training for de-escalation, judgmental use-of-force, marksmanship and related training that mimics real world situations. VirTra’s mission is to save and improve lives worldwide through realistic and highly-effective virtual reality and simulator technology. Learn more about the company at www.VirTra.com.
Forward-looking Statements
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, and 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.
Media contact:
Susan Lehman
Slehman@virtra.com
(510) 599-6555
Investor relations contact:
Brett Maas
vtsi@haydenir.com
(646) 536-7331
LOL. That's true -- but oddly familiar????
FINRA Notice
I just saw that the corporate action (reverse split) was actioned by FINRA and posted here:
http://otce.finra.org/DLSymbolNameChanges
The stock will trade on a split adjusted basis tomorrow. One day beyond the expected time frame.
Fiduciary Duty
The law actually requires that a BOD member owes their fiduciary duty to the COMPANY and not the shareholder(s).
I wont even dignify your comments with a response given the blatant rudeness. Nonetheless I am certain most shareholders understand that the regulators don't always follow their published time frames. In this case the regulator is a day late.
Trading:
Actually the press release says "Expects" not will. Most reasonable people understand that timing is subject to the regulators and not the company. In any event -- what difference does it make? The stock is still trading.
Approvals (part 2)
All - in all uplistings there are a sequence of events that must be done prior to the uplist. In VirTra's case the first steps are to get FINRA approval of the reverse split, Then we need to wait for the SEC to complete their review of the amended form 1-A. Once these steps are completed the approvals are sent to NASDAQ who will "look back" 5 days to see if the listing requirement is met. If me,t VirTra will get a listing approval and an indication of the commencement date of trading on NASDAQ. I expect VirTra will PR this event.
Relative to the reverse split and the addition of the "D" to the symbol - this is done by FINRA and I expect their approval should come soon as generally they take 10 days to review a corporate action (and additional due-diligence on the company and insiders).
Approval
All shareholders need to understand that I’m up listing to NASDAQ requires regulatory approval from three governmental and two non-governmental Organizations. I suspect that one of these regulators has simply delayed the process. I would expect that it will happen within the next day or two.
SMRS filed for Bankruptcy protection today.
Fishhunter
OMG I give up. I am no longer going to respond to your posts or questions as there is no sense in doing so. Relative to the 17% I would say that you are free to do what you think is best. Just remember that the company and other shareholders are also free to respond in a similar fashion.
Really???
Fishhunter you need to stop reading conspiracy theories. 8 weeks ago VirTra was actively pursuing a concurrent fund raise and uplisting. There was never a suggestion that a R/S was needed or wanted!!!!
Prudent management looked at the price and the process and decided that it was important to fulfill their objectives and promises to shareholders (as you have pointed out repeatedly) so they made a decision to do what was necessary to accomplish the task.
Rather than looking for non-existent boogeymen doesn't it make sense to believe that management is doing its best given the cards they have been dealt. I remind you that Bob Ferris is a big shareholder and his interests are aligned with building shareholder value.
Amen. Agreed.
Neither Bob Ferris nor any other party is a part of a conspiracy to lower the price of the shares to buy them cheaply. That is just simply absurd.
The NASDAQ Capital Markets uplist process is underway and will likely be completed in early March. Sellers now will recognize the error of their ways once this process is complete and the company gets to benefit over time from its new base.
Fishhunter
To answer your question about stock buying — I am happy to answer. I have bought back an amount of stock that is significant to me and I continue to buy from time to time and will likely continue to do so as I believe in the company.
Fish
No change since we last spoke. I am NOT on VirTra’s payroll. I do from time to time provide paid advice (on an hourly basis) to VirTra but I have not provided such advice in almost 2 months.
I provide my opinion as a shareholder only. As you know I have held stock for over 10 years. I provide my legal take on issues as the questions arise and I attempt to do so without bias. There is no doubt that I have believe and continue to believe in management. IMHO they and the VirTra team consistently provide a very methodical and well reasoned approach to their decisions. Frankly I find this approach both rate and refreshing.
Effect of R/S.
I agree that a reverse split will tend to curb daily volume (though $ volume will likely remain the same). The mitigating factor here is that the share count should increase through: (1) normal course acquisitions through the issuance of shares (2) a subsequent offering of shares to the public, and (3) a possible future F/S (forward split) should the company and the stock perform well. In my own experience I have held investments in 4 companies that have done exactly this. I hope this becomes my 5th!
Effect of Reverse Split - Great Question:
A reverse split as done by VirTra keeps all shareholders, option/warrant holders on an equal footing in that everyone maintains the same ownership they had before the split.
With respect specifically to options: If the holder had 1,000 share option at $1.00 -- after the reverse split the holder would then have a 500 share option at $2.00 (note the yield to the company is the same at $1,000 and the return shares to the holder generate the same percentage ownership basis).
With respect to the current offering there will be the same treatment. The number of shares will be divided by 2 (given a 2 for 1 reverse number of new shares to be sold was 1,428,571 (min) and 2,857,142 (max) at $3.50/share will now, on a post-split basis be: 714,286 (min) and 1,428,571 (max) at $7.00 per share. In order for the company to modify the pricing more than 20% they will need to resubmit to the SEC for approval. I think this is unlikely.
I agree with other posters that this current financing is not likely to proceed. I say this purely for legal reasons because IF VirTra does in fact uplist to NASDAQ, prior to selling the offering, it will need to file a short form registration statement on form 8A-12b with the SEC. Once this form is filed VirTra will have a class of securities registered with the SEC and it will thereby no longer be eligible to continue the Reg A+ offering (as the exemption is not available to companies with a class of shares registered with the SEC).
The only remaining option will be to convert the current Reg A+ offering to a standard S-1 registration statement and refile with the SEC. This filing will require a further review by the SEC and so at best the offering will be delayed for quite some time. Hopefully the market will react well to an uplist and the current pricing (or higher) can be used. Just my humble opinion.
My Thoughts on the Reverse Split...
I agree with others on this Board that perhaps a larger split of 20:1 should have been done earlier last year to avoid a double reverse. At the time I believe management was of the view that they wanted to minimize the reverse as much as possible -- for the rest it is arm chair quarterbacking.
What I am very much in favor of is VirTra recognizing the value of a national exchange listing. It proves to me that management understands that we shareholders want and need the liquidity which is more likely coming with an uplist -- and equally I see that management recognizes that if they are to grow significantly they need a platform (and listing) that will support the company's ability to grow, raise money and attract key management and (sales people).
Reverse Split:
In NV the company can do a Board approved reverse split IF the issued and authorized are reduced in an equal amount - meaning all shareholders are treated equally and retain the same ownership position and the company will need to go to shareholders to get an increase in the authorized capital approved (if needed). See below:
NRS 78.207 Change in number of authorized shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders.
1. Unless otherwise provided in the articles of incorporation, a corporation that desires to change the number of shares of a class or series, if any, of its authorized stock by increasing or decreasing the number of authorized shares of the class or series and correspondingly increasing or decreasing the number of issued and outstanding shares of the same class or series held by each stockholder of record at the effective date and time of the change, may, except as otherwise provided in subsections 2 and 3, do so by a resolution adopted by the board of directors, without obtaining the approval of the stockholders. The resolution may also provide for a change of the par value, if any, of the same class or series of the shares increased or decreased. After the effective date and time of the change, the corporation may issue its stock in accordance therewith.
Yes a forward split could be possible. The stock should be above $5.00 after the forward split so as to ensure that most investors can still buy it on a solicited or unsolicited basis.
Social Media types -- you mean the people that typically place buy/sell orders electronically (with no broker involved) and are otherwise quite savvy with technology? I count that number as being quite significant - myself and many others known to me are just a few examples so the answer is certainly not zero. The trend towards the use of social media is new, but it already has significant traction. The whole process began with Elio Motors using social media only to raise $19 million from over 6,800 of the people you claim do not translate into buyers?
I won't argue with you, but I do believe that VirTra is using a new and increasingly used method to attract more interest and investors. I think ANY such efforts should be welcomed by us shareholders.
As for VirTra's ability to sell, I would comment that the sales growth is indicative of the FACT that your supposition as to the company's inability to sell is factually untrue. I listened very carefully to Bob over the last several calls, and I am very much of the belief that VirTra is in-tune with the difficulties of selling a CAPEX budget item to a municipality or government department (which I fully understand having been a Mayor of a substantial municipality). That fact was specifically addressed by Mr. Ferris when he spoke about alternative sales approaches that could include SaS (Software as a Service), Leasing and a push to provide a sales process by which clients can have access to current software and software updates. To me this is indicative of a management team that has conducted a thorough SWAT (Strength, Weakness, Opportunity & Threat) analysis to determine methods by which barriers can be broken to achieve not only more sales -- but less lumpy results.
I would be remiss if I didn't point out that shareholders have been calling for these steps to happen for some time. I am buoyed by the fact that Mr. Ferris has publicly tipped that this analysis is happening and perhaps a process implemented to do so some time soon?
Update.
Fishhunter I understand. You are not alone in your angst for an update. I believe VirTra will be doing so soon given the timing of the recent qualification and the company's stated desire of moving as quickly as possible to an uplist. I also agree with your earlier position that the company can afford to suspend the capital raise until pricing improves and the company is uplisted and subject to SEC reporting. Hopefull we will all see an update soon and we can learn about the near-term goals of VirTra.
Social Media
With all due respect Fishhunter you make such a claim about the inefficiency of social media without even knowing what is being done and ho the market is being targeted. I can assure you that there are very specific protocols that are fully-measurable by any company that uses social media. From my perspective I believe the team (that you demean by your comments) are doing a fantastic job in an effort to build the company and the awareness of it. Might I suggest that you refrain from demeaning the good work and effort of VirTra's employees who work hard every day to bring value to you and all shareholders - most of whom are also shareholders.
Fishhunter.
I actually agree with you on this point. I am all in favor of VirTra stepping up its communications. I am hopeful and update will be forthcoming as IMHO one is due. It is my belief that an update has been delayed by the application of rules in connection with the offering and uplisting -- meaning that I believe VirTra is careful to not do or say anything that could impair its uplist. That being said I think a general and regular update would be well-received by shareholders and analysts and should be done.
BillPR
You are correct that I am not in anyone's corner. My concern is for the company and its shareholders (as I am one of the longest term shareholders of VirTra-circa 2007). I very much am an advocate for shareholder rights and participation as I am for openness and transparency from a company. Having been a founder or shareholder of many small companies I recognize that these aspirations take time to achieve.
I am very pleased that VirTra adopted a set of Articles and By-Laws that are VERY pro-shareholder participation and I am further pleased that VirTra has made the decision to become a registered company with the SEC and thereby obligate itself to enhanced disclosure and inside trade reporting. I believe this enhanced visibility will quell many suspicions (such as the incorrect belief that Bob Ferris has been selling stock). VirTra has stepped up its social media marketing and outreach to attract new eyes to the opportunity. Ferris specifically stated that guidance will be forthcoming shortly after an uplist (as has been emphasized by Hayden IR and Boustead Securities).
IMHO VirTra is taking all the right steps to do right by the shareholders. Could many of these steps have happened sooner? Perhaps, I do not know - but I believe VirTra is on the right track and I am hopeful that shareholders will recognize the path that is being taken.
Fishhunter:
I do not drink nor do I use drugs but I am very much aware of what VirTra is doing - as do almost every company that seeks to engage in a Reg A+ public offering.
To provide more clarity - the JOBS Act removed a prohibition against advertising or promotion in connection with an offering of securities thus providing a mechanism for smaller companies to directly reach a larger pool of investors. In a typical Reg A+ public offering a company casts a wide net to persons who express an interest in investing. Obviously that net should be cast upon people that have some basic awareness or recognition of the name VirTra in the present case. It is for this reason that the expanded outreach is being conducted.
It is the normal, expected and prudent course of action to do in connection with the Company's objectives. I am shocked that you express any opposition to using social media to generate more awareness (which in time will likely result in greater shareholder attraction).
Nobody Reads Twitter or Facebook???
Fishhunter you are clearly missing the purpose of the expanded outreach by VirTra. It is not intended as a means to educate existing shareholders as to what management is doing or will do. There is already a specific process for that in place. The purpose of the expanded outreach to Twitter and Facebook (both of which I do read as well as about 2 billion other people) is to inform people about the existence of VirTra so that when the Reg A+ or any future public financing happens - people will have some name recognition with which they can associate the company to the opportunity.
Specifically, VirTra is creating awareness among many targeted groups in order to create awareness that overtime is likely to be favorable for the company as it seeks to add awareness and liquidity in its markets (both the sale of product and the stock).
Didn't know about calling a Special Meeting?
Given that VirTra made an extra-ordinary effort to provide means by which shareholders can take a greater participation in their company as a part of the reorganization I find your claim absurd. The matter was highlighted as a part of the reorganization when everyone received a copy of the proposed by-laws that also included a summary chart spotlighting the differences between Texas and Nevada. Additionally, the same by-laws were included in the recent 1-A filing as an exhibit.
For all -- please see the link below to the by-laws:
https://www.sec.gov/Archives/edgar/data/1085243/000149315217010403/ex2-3.htm
The relevant sections are Sections 3-5 in particular that must be complied with in order to bring a matter for consideration. If anyone has a question don't hesitate to reach out.
Twister --
Normally I would agree with you but the threats from Fishhunter (and the others he says he represents) are getting beyond absurd. What Fishhunter doesn't realize is that his voice on this Board is not helpful to the company accomplishing its objectives. By constantly crying that the sky is falling it only fosters fear and more selling and thus we shareholders are hurt by his actions.
But hey this is America. We have the right to free speech (within reason) and a right as shareholders to vote.