Replies to post #15380 on VirTra Inc (VTSI)

[dlewisfl]

From the CEO letter:

Our relationship with Dutchess allows us sufficient capital to successfully weather delays such as this, and the people at Dutchess are very familiar with our intent, represented both contractually and otherwise, to retire the debentures with the proceeds from future purchase order financing.

True to form Bylo, you are a misinformed a-hole.....

[ByloCellhi]

From the Filing

7.5M shares to be registered?

2. REGISTRATION.

a. Mandatory Registration. Within forty-five (45) days of the Closing Date , the Company shall prepare and file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form SB-2 (or, if such form is unavailable for such a registration, on such other form as is available for such a registration), covering the resale of all of the Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar transactions. The Company shall initially register for resale 7,500,000 shares of Common Stock which would be issuable on the date preceding the filing of the Registration Statement based on the closing bid price of the Company’s Common Stock on such date and the amount reasonably calculated that represents the number of shares issuable pursuant to the terms of the Offering. In the event the Company cannot register sufficient shares of

Common Stock, due to the remaining number of authorized shares of Common Stock being insufficient, the Company will use its best efforts to register the maximum number of shares it can based on the remaining balance of authorized shares and will use its best efforts to increase the number of its authorized shares as soon as reasonably practicable.

b. The Company shall use its best efforts to have the Registration Statement filed with the SEC within forty-five (45) calendar days after the Closing Date. If the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed within forty-five (45) calendar days following the Closing Date, then the Company shall pay the Holder the sum of two percent (2%) of the Face Amount of the Debentures, outstanding as liquidated damages, and not as a penalty, for each thirty (30) calendar day period, pro rata, following the thirty (30) calendar day period until the Registration Statement is filed, compounded daily. In addition, for each sixty (60) calendar period the Registration Statement goes without filing, the Conversion Price of the Debentures will decrease by two percent (2%).

Notwithstanding the foregoing, the amounts payable by the Company pursuant to this Section shall not be payable to the extent any delay in the filing of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Holder. The damages set forth in this Section shall continue until the obligation is fulfilled and shall be paid within three (3) business days after each thirty (30) day period, or portion thereof, until the Registration Statement is filed. Failure of the Company to make payment within said three (3) business days shall be considered a default.