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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): August 25, 2021

 

VIRTRA, INC.

(Exact name of Registrant as Specified in Its Charter)

 

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

 

7970 S. Kyrene Rd.    
Tempe, AZ   85284
(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 2.01 Completion of Acquisition or Disposition of Assets.
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On August 25, 2021, the registrant completed the purchase (the “Acquisition”) of the real property located at 295 East Corporate Place in Chandler, Arizona (the “Property”) for $10,800,000 (the “Purchase Price”) pursuant to a purchase and sale agreement with Lot 9 LJana, LLC. The registrant paid the Purchase Price with cash and proceeds from a mortgage loan in the amount of $8,600,000.

 

The Property consists of approximately 4.3 acres and an industrial building of approximately 76,650 square feet. The board believes that this building allows for the registrant’s expected growth in simulator development and production, recoil kit development and production, training content creation as well as administrative, customer and technology support as the company plans to scale. Currently, the registrant has two locations in Tempe totaling approximately 42,860 square feet and instead of renting additional separate locations, the board of directors decided to purchase a new headquarters. Approximately 15,000 square feet of the new building will house two pre-existing tenants with multi-year rent agreements and VirTra has the sole option to cancel their leases with six months’ notice to one tenant and nine months’ notice to the other tenant. As one tenant is an IT company and the other tenant is a plastic injection molding company, the registrant is interested in doing business with both tenants. The registrant plans to fully move into the new space within nine months or less and plans to sub-lease its current lease spaces as soon as practical. Ultimately the registrant expects this purchase to result in spending less per month for facilities while having access to a larger and centralized facility to enhance efficiency.

 

The registrant obtained a mortgage loan from Arizona Bank & Trust (the “Lender”) in the amount of $8,600,000, evidenced by a promissory note (the “Note”), secured by a first priority lien on the Property pursuant to a deed of trust (the “Deed of Trust”) and assignment and assumption of leases for the benefit of the Lender.

 

The Note, together with accrued and unpaid interest, is due and payable on August 23, 2031 (the “Maturity Date”). Interest on the Note will accrue at the rate of 3.00% per annum. Monthly payments of $40,978.09 will be required beginning September 23, 2021, with a final balloon payment of $5,956,537.99 due August 23, 2031. If the Registrant prepays the Note within the first 5 years of the loan, a prepayment penalty will be due to the Lender.

 

The foregoing descriptions of the Note, Deed of Trust and Assignment and Assumption of Leases are qualified in their entirety by reference to the full text of the Note, Deed of Trust and Assignment and Assumption of Leases, which are incorporated by reference as exhibits 10.1, 10.2 and 10.3, respectively, hereto.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Promissory Note dated August 25, 2021
10.2   Deed of Trust dated August 25, 2021
10.3   Assignment and Assumption of Leases dated August 25, 2021
99.1   Press Release dated August 30, 2021

 

 

 

 

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: August 30, 2021 By: /s/ Robert D. Ferris
  Name: Robert D. Ferris
  Title: Chief Executive Officer

 

 

 

 

 

Exhibit 10.1

 

 

 

 

 

 

 

 

Exhibit 10.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

Orbsat Corp Expands Focus on E-Commerce with Appointments of Douglas S. Ellenoff

as Vice Chairman and Chief Business Development Strategist and Paul R. Thomson as

Executive Vice President

 

Latest Additions to the Management Team Bring Extensive Banking, Finance, and M&A Experience to the Company

 

AVENTURA, FL – August 25, 2021 – Orbsat Corp (NASDAQ: OSAT, OSATW) (“Orbsat” or “the Company”), a global e-commerce provider of IoT and connectivity solutions, today announced its intent to further expand its strategic business focus on the sale of commercial products worldwide with the appointments of Douglas S. Ellenoff as its new Vice Chairman and Chief Business Development Strategist and Paul R. Thomson as Executive Vice President.

 

In addition to his current and continuing role as founder and partner at Ellenoff Grossman & Schole LLP, Mr. Ellenoff assumes the position as Vice Chairman and Chief Development officer at Orbsat, advising the Company on strategic transactions including licensing, joint ventures, and acquisitions opportunities in the e-commerce space. In his new role as Executive Vice President, Mr. Thomson will focus on risk-based strategies to support and enable Orbsat’s implementation of infrastructure improvements as it prepares for expansion and transition into an e-commerce platform company.

 

Mr. Fernandez, said, “David Phipps and I are honored and excited to welcome Douglas and Paul to Orbsat at what is a critical inflection point in our corporate development. Supported by over $14 million in new growth capital to strengthen the balance sheet and significant second quarter revenue growth, we intend to further capitalize on the strength and scale of our online business model. The addition of Douglas and Paul is an important initial step in our transition to becoming a global e-commerce platform company with revenue opportunities across various high-growth sectors of the e-commerce space.”

 

Douglas S. Ellenoff is the founder and partner at Ellenoff Grossman & Schole LLP, a law firm based in NYC with more than 120 professionals, and he is a corporate and securities attorney with a focus in business transactions, mergers and acquisitions and corporate financings. Mr. Ellenoff has represented companies in connection with their initial public offerings, secondary public offerings, PIPEs, crowdfunding, regulatory compliance, as well as strategic initiatives and general corporate governance matters. Mr. Ellenoff has established his firm as a leader in several alternative finance programs, including SPACs, PIPEs, RDs and Crowdfunding. Along with other members of his Firm, Mr. Ellenoff has been involved at various stages with over 300 SPACs and numerous associated SPAC business combinations.

 

Paul R. Thomson has over 43 years of Finance and Enterprise Risk Management experience, supporting corporate growth through operational restructuring and business transactions. Mr. Thomson spent twelve years in public accounting with Price Waterhouse in the UK, Venezuela and the United States before taking Senior Finance and Risk Management roles in the Broadcast, Multi-Level Marketing, Commercial Real Estate and Financial Advisory Industries, most recently in the role of Chief Compliance Officer of Fairholme Capital Management, L.L.C. and Fairholme Funds, Inc. during his tenure from 2008 to January 2020.

 

 

 

 

 

As a material inducement to enter into their respective employment agreements, on August 24, 2021, Mr. Thomson and Mr. Ellenoff received restricted stock grants and options, issued outside of a shareholder approved stock or option plan pursuant to the Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)). Mr. Thomson received immediately vested options to purchase 25,000 shares of Common Stock at a per share price of $5.35, and having a term of 5 years; and a restricted stock grant of 25,000 shares of Common Stock, 10,000 of which vest immediately, and the remaining 15,000 of which will vest at the rate of 5,000 shares at the end of each of the next three annual anniversaries of his employment. In lieu of cash compensation, Mr. Ellenoff received a restricted stock grant of 100,000 shares of Common Stock, 40,000 of which vest immediately, and the remaining 60,000 of which will vest at the rate of 20,000 shares at the end of each of the next three annual anniversaries of his employment provided that Mr. Ellenoff serves on the Board of Directors of the Corporation at any time during such year; and options to purchase a total of 1,500,000 shares of the Corporation’s Common Stock, 300,000 of which vest immediately, 150,000 of which will vest on each of the next three annual anniversaries of the commencement of his employment, and the remaining 750,000 of which will vest at the rate of 250,000 per year on each of the first three anniversaries of the commencement of his employment if during each such year Mr. Ellenoff introduces the Company to twelve (12) or more potential Business Transactions (as defined in his employment agreement and which transactions need not be consummated); provided that the CEO may, in his sole discretion, waive the vesting requirement in any given year. Such options will have an exercise price of $5.35 per share and shall terminate 5 years after they vest.

 

About Orbsat Corp

 

Orbsat provides services and solutions to fulfill the rapidly growing global demand for satellite-based voice, high-speed data, tracking and IoT connectivity services. Building upon its long-term experience providing government, commercial, military and individual consumers with Mobile Satellite Services, Orbsat is positioned to capitalize on the significant opportunities being created by global investments in new and upgraded satellite networks. Orbsat’s US and European based subsidiaries, Orbital Satcom and Global Telesat Communications, have provided global satellite connectivity solutions to more than 50,000 customers located in over 165 countries across the world.

 

Forward-Looking Statements

 

Certain statements in this release constitute forward-looking statements. These statements include the capabilities and success of the Company’s business and any of its products, services or solutions. The words “believe,” “forecast,” “project,” “intend,” “expect,” “plan,” “should,” “would,” and similar expressions and all statements, which are not historical facts, are intended to identify forward-looking statements. These forward-looking statements involve and are subject to known and unknown risks, uncertainties and other factors, including the Company’s ability to launch additional storefronts in various geographic locations, its ability to grow and expand as intended, the Company’s expectations of worldwide growth and public infrastructure spending, ability to raise additional capital to finance the Company’s operations, any of which could cause the Company to not achieve some or all of its goals or the Company’s previously reported actual results, performance (finance or operating) to change or differ from future results, the Company’s ability to capitalize on its partnerships as well as other similar arrangements, performance (financing and operating) or achievements, including those expressed or implied by such forward-looking statements. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the SEC, copies of which may be obtained from the SEC’s website at www.sec.gov. The Company assumes no, and hereby disclaims any, obligation to update the forward-looking statements contained in this press release.

 

Media and Investor Contact for Orbsat Corp:  
Michael Glickman  
MWGCO, Inc.  
917-397-2272  
mike@mwgco.net