Form 8-K

8-K — VirTra, Inc

Accession: 0001493152-26-022226

Filed: 2026-05-11

Period: 2026-05-11

CIK: 0001085243

SIC: 3990 (MISCELLANEOUS MANUFACTURING INDUSTRIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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): May 11, 2026

VIRTRA,

INC.

(Exact

name of Registrant as Specified in Its Charter)

Nevada

001-38420

93-1207631

(State

or Other Jurisdiction

(Commission

(IRS

Employer

Incorporation)

File

Number)

Identification

No.)

295

E. Corporate Place

Chandler,

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 ☐

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

2.02. Results of Operations and Financial Condition.

May 11, 2026, VirTra, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2026. A copy

of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in the website

is not a part of this Current Report on Form 8-K.

The

information under this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the

purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the

liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of

1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press release of the registrant dated May 11, 2026

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:

May 11, 2026

By:

/s/

John F. Givens II

Name:

John

F. Givens II

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

VirTra

Reports First Quarter 2026 Financial Results

CHANDLER,

Ariz. — May 11, 2026 — VirTra, Inc. (Nasdaq: VTSI) (“VirTra” or the “Company”), a global

provider of judgmental use-of-force and firearms training simulators, reported results for the first quarter ended March 31, 2026. The

financial statements are available on VirTra’s website and here.

First

Quarter 2026 and Recent Operational Highlights

● Bookings

totaled $3.8 million in Q1 2026.

● Total

backlog was $25.2 million at March 31, 2026.

● Demonstrated

its next-generation Drone Defense Training System for corrections professionals as agencies

prepare officers to detect, track, and respond to unauthorized drones attempting to breach

facility perimeters or deliver contraband into secure environments.

● Advanced

engagement across law enforcement, corrections, federal, and international markets, including

increased activity tied to federal grant programs and customer procurement processes.

● Expanded

engagement with U.S. military branches, including demonstrations with Army and Marine Corps

groups.

● APEX

Data Reporting and Analytics Integration: A Milestone in Customer Engagement – The integration of APEX data analytics is positively

impacting our customers, with successful demonstrations conducted for U.S. military groups and a recent international contract win, underscoring

VirTra’s ability to deliver actionable training insights and enhance military simulation capabilities.

First

Quarter 2026 Financial Highlights

For the Three Months Ended

All figures in millions, except per share data

March 31, 2026

March 31, 2025

% Δ

Total Revenue

$ 3.5

$ 7.2

-51 %

Gross Profit

$ 2.1

$ 5.2

-59 %

Gross Margin

61 %

73 %

N/A

Net Income (Loss)

$ (1.3 )

$ 1.3

N/A

Diluted EPS

$ (0.12 )

$ 0.11

N/A

Adjusted EBITDA

$ (0.9 )

$ 1.7

N/A

Management

Commentary

VirTra

CEO John Givens stated, “Since quarter-end, we have continued to see customer activity move forward across our core markets. Agencies

are re-engaging as funding programs reopen, customers are working through grant applications and procurement steps, and our team is staying

closely involved to help move these opportunities forward. While the timing of revenue conversion remains dependent on external funding

and customer processes, the progression we are seeing today supports our expectation for improved sales momentum as we move through the

second half of 2026.

“We

are also seeing tangible progress from a more targeted commercial strategy. Over the past three months, qualified leads have approximately

doubled, supported by improved lead capture, more focused customer segmentation, needs-based marketing campaigns, and a more disciplined

process for moving prospects from initial interest into the sales pipeline. We continue to see interest in new capabilities such as drone

defense training, advanced analytics, and portable simulation platforms, which expand the ways customers can apply VirTra’s technology.

“Across

our target markets, customers are preparing for more dynamic threats, including emerging needs around drone defense and de-escalation,

which come with a broader range of training requirements. VirTra’s role is to help them train more effectively, more consistently,

and with better data, and we believe we are well-positioned as funding and procurement conditions continue to normalize.”

First

Quarter 2026 Financial Results

Total

revenue was $3.5 million, compared to $7.2 million in the prior year period. The decrease was due to a number of our Q3 and Q4 booking

customers being unable to accept delivery in Q1 of 2026.

Gross

profit was $2.1 million (61% of revenue), compared to $5.2 million (73% of revenue) in the prior year period.

Net

operating expense was $3.5 million, compared to $3.8 million in the prior year period, maintaining disciplined cost management.

Loss

from operations was $(1.3) million, compared to income from operations of $1.4 million in the prior year period.

Net

loss was $(1.3) million, or $(0.12) per diluted share, compared to net income of $1.3 million, or $0.11 per diluted share, in the

prior year period.

Adjusted

EBITDA, a non-GAAP metric, was $(0.9) million, compared to $1.7 million in the prior year period.

Financial

Commentary

VirTra

CFO Alanna Boudreau stated, “Our first quarter results reflect continued revenue timing variability, particularly in capital system

sales, as customers work through funding and procurement processes. During the quarter, Subscription Training Equipment Partnership (STEP)

revenue represented a larger percentage of total revenue due to the lower level of capital system sales. STEP provides recurring revenue

visibility and remains an attractive access model for agencies, though revenue from these agreements is recognized over the life of the

contract, which can pressure reported gross margin in periods where STEP represents a larger share of revenue. We continued to manage

expenses carefully while maintaining a strong balance sheet.”

Conference

Call

VirTra’s

management will hold a conference call today (May 11, 2026) at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) to discuss these results.

VirTra’s CEO John Givens and Chief Financial Officer Alanna Boudreau will host the call, followed by a question-and-answer period.

U.S.

dial-in number: 1-877-407-9208

International

number: 1-201-493-6784

Conference

ID: 13760404

Please

call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you

have any difficulty connecting with the conference call, please contact Gateway Investor Relations at 949-574-3860.

The

conference call will be broadcast live and available for replay here and via the investor relations section of the Company’s

website.

replay of the call will be available after 7:30 p.m. Eastern time on the same day through May 25, 2026.

Toll-free

replay number: 1-844-512-2921

International

replay number: 1-412-317-6671

Replay

ID: 13760404

About

VirTra, Inc.

VirTra

(Nasdaq: VTSI) is a global provider of judgmental use-of-force and firearms training simulators for law enforcement, military, educational,

and commercial markets. Since 1993, VirTra has been dedicated to saving lives by providing highly effective, realistic training designed

to prepare officers for the most difficult real-world situations.

About

the Presentation of Adjusted EBITDA

Adjusted

earnings before interest, income taxes, depreciation, and amortization and before other non-operating costs and income (“Adjusted

EBITDA”) is a non-GAAP financial measure. Adjusted EBITDA also includes non-cash stock option expense and other than temporary

impairment loss on investments. Other companies may calculate Adjusted EBITDA differently. VirTra calculates its Adjusted EBITDA to eliminate

the impact of certain items it does not consider to be indicative of its performance and its ongoing operations. Adjusted EBITDA is presented

herein because management believes the presentation of Adjusted EBITDA provides useful information to VirTra’s investors regarding

VirTra’s financial condition and results of operations and because Adjusted EBITDA is frequently used by securities analysts, investors,

and other interested parties in the evaluation of companies in VirTra’s industry, several of which present a form of Adjusted EBITDA

when reporting their results. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a

substitute for analysis of VirTra’s results as reported under accounting principles generally accepted in the United States of

America (“GAAP”). Adjusted EBITDA should not be considered as an alternative for net income, cash flows from operating activities

and other consolidated income or cash flows statement data prepared in accordance with GAAP or as a measure of profitability or liquidity.

A reconciliation of net income to Adjusted EBITDA is provided in the following tables:

For Three Months Ended

March 31,

Increase

2026

2025

(Decrease)

Change

Net Income (Loss)

$ (1,328,632 )

$ 1,264,060

$ (2,592,692 )

-205 %

Adjustments:

Provision for income taxes

54,000

102,000

(48,000 )

-47 %

Depreciation and amortization

470,027

316,640

153,387

48 %

Interest (net)

(21,772 )

(21,251 )

(521 )

2 %

EBITDA

(826,377 )

1,661,449

(2,487,826 )

-150 %

Right of use amortization

43,494

41,864

1,630

4 %

Adjusted EBITDA

$ (782,883 )

$ 1,703,313

$ (2,486,196 )

-146 %

Forward-Looking

Statements

The

information in this discussion contains forward-looking statements and information within the meaning of Section 27A of the Securities

Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor”

created by those sections. The words “anticipates,” “believes,” “estimates,” “expects,”

“intends,” “may,” “plans,” “projects,” “will,” “should,” “could,”

“predicts,” “potential,” “continue,” “would” and similar expressions are intended to

identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually

achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on

our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed

in the forward-looking statements that we make. The forward-looking statements are applicable only as of the date on which they are made,

and we do not assume any obligation to update any forward-looking statements. All forward-looking statements in this document are made

based on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could

cause results or events to differ materially from those expressed in the forward-looking statements. In evaluating these statements,

you should specifically consider various factors, uncertainties and risks that could affect our future results or operations. These factors,

uncertainties and risks may cause our actual results to differ materially from any forward-looking statement set forth in the reports

we file with or furnish to the Securities and Exchange Commission (the “SEC”). You should carefully consider these risk and

uncertainties described and other information contained in the reports we file with or furnish to the SEC before making any investment

decision with respect to our securities. All forward-looking statements attributable to us or persons acting on our behalf are expressly

qualified in their entirety by this cautionary statement.

Investor

Relations Contact:

Alec

Wilson and Greg Bradbury

Gateway

Group, Inc.

VTSI@gateway-grp.com

949-574-3860

-Financial

Tables to Follow-

VIRTRA,

INC.

CONDENSED

BALANCE SHEETS

(UNAUDITED)

March

31, 2026

December

31, 2025

ASSETS

Current assets:

Cash and

cash equivalents

$ 17,850,178

$ 18,594,598

Accounts receivable,

net

4,917,675

5,502,087

Inventory, net

14,368,385

13,060,024

Unbilled revenue

322,874

868,216

Prepaid expenses and

other current assets

1,437,190

2,622,462

Deferred

Contract Costs, short term

374,375

Total

current assets

39,270,677

41,021,762

Long-term assets:

Property and equipment,

net

16,006,755

16,268,400

Operating lease right-of-use

asset, net

225,379

268,873

Intangible assets, net

2,397,689

2,513,186

Security deposits, long-term

15,980

15,979

Other assets, long-term

424,225

424,226

Deferred tax asset,

net

4,415,171

4,135,463

Deferred

Contract Costs, long term

395,102

488,695

Total

long-term assets

23,880,301

24,114,822

Total

assets

$ 63,150,978

$ 65,136,584

LIABILITIES AND STOCKHOLDERS’

EQUITY

Current liabilities:

Accounts payable

$ 971,964

$ 784,074

Accrued compensation

and related costs

567,909

461,430

Accrued expenses and

other current liabilities

1,217,590

1,196,565

Note payable, current

225,981

227,754

Operating lease liability,

short-term

197,538

196,311

Deferred

revenue, short-term

6,813,186

7,361,738

Total

current liabilities

9,994,168

10,227,872

Long-term liabilities:

Deferred revenue, long-term

1,559,691

1,913,393

Note payable, long-term

7,248,704

7,314,085

Operating

lease liability, long-term

42,402

89,053

Total

long-term liabilities

8,850,797

9,316,531

Total

liabilities

18,844,965

19,544,403

Commitments and contingencies (See Note

10)

Stockholders’ equity:

Preferred stock $0.0001

par value; 2,500,000 shares authorized; no shares issued or outstanding

Common stock $0.0001 par value; 50,000,000

shares authorized; 11,303,885 shares issued and outstanding as of March 31, 2026 and December 31, 2025

1,130

Class A common stock

$0.0001 par value; 2,500,000 shares authorized; no shares issued or outstanding

Class B common stock

$0.0001 par value; 7,500,000 shares authorized; no shares issued or outstanding

Common stock value

Additional paid-in capital

33,098,555

33,056,091

Retained

Earnings

11,206,328

12,534,960

Total

stockholders’ equity

44,306,013

45,592,181

Total

liabilities and stockholders’ equity

$ 63,150,978

$ 65,136,584

VIRTRA,

INC.

CONDENSED

STATEMENTS OF OPERATIONS

(UNAUDITED)

2026

2025

Three

Months Ended March 31,

2026

2025

Revenues:

Net

sales

$ 3,474,146

$ 7,160,247

Total revenue

3,474,146

7,160,247

Cost of sales

1,340,342

1,963,367

Gross

profit

2,133,804

5,196,880

Operating expenses:

General and administrative

2,961,172

3,219,950

Research

and development

500,673

609,127

Net

operating expense

3,461,845

3,829,077

Income

(loss) from operations

(1,328,041 )

1,367,803

Other income (expense):

Other income

113,190

72,010

Other

(expense)

(59,781 )

(73,753 )

Net

other income

53,409

(1,743 )

(Loss) before provision

for income taxes

(1,274,632 )

1,366,060

Provision

(Benefit) for income taxes

54,000

102,000

Net (loss)

$ (1,328,632 )

$ 1,264,060

Net (loss) per common share:

Basic

$ (0.12 )

$ 0.11

Diluted

$ (0.12 )

$ 0.11

Weighted average shares outstanding:

Basic

11,303,885

11,162,037

Diluted

11,303,885

11,162,037

VIRTRA,

INC.

CONDENSED

STATEMENTS OF CASH FLOWS

(Unaudited)

2026

2025

Three

Months Ended March 31

2026

2025

Cash flows from operating

activities:

Net (loss)

$ (1,328,632 )

$ 1,264,060

Adjustments to reconcile net income (loss)

to net cash (used in) provided by operating activities:

Depreciation and amortization

470,027

316,640

Right of use amortization

43,494

41,864

Employee stock compensation

42,464

29,514

Bad debt expense

(9,408 )

(15,334 )

Loss on

disposal of PP&E

3,990

Changes in operating assets and liabilities:

Accounts receivable,

net

593,819

(884,782 )

Inventory, net

(1,308,361 )

(404,091 )

Deferred taxes

(279,708

)

(516,055 )

Deferred Contract Costs

- LT

93,593

Unbilled revenue

545,342

461,463

Prepaid expenses and

other current assets

1,185,272

(343,571 )

Accounts payable and

other accrued expenses

315,395

448,503

Operating lease right

of use

(45,424 )

(43,223 )

Deferred

revenue

(902,254 )

(289,297 )

Net cash provided by

(used in) operating activities

(580,391 )

65,691

Cash flows from investing activities:

Purchase

of property and equipment

(96,875 )

(428,371 )

Net cash provided by

(used in) investing activities

(96,875 )

(428,371 )

Cash flows from financing activities:

Principal

payments of debt

(67,154 )

(65,521 )

Net cash (used in)

financing activities

(67,154 )

(65,521 )

Net (decrease) in cash

(744,420 )

(428,201 )

Cash and restricted

cash, beginning of period

18,594,598

18,040,827

Cash and restricted

cash, end of period

$ 17,850,178

$ 17,612,626

Supplemental disclosure of cash flow information:

Income taxes paid (refunded)

$ (1,041,894 )

$ 20,951

Interest paid

$ 55,534

$ 56,974

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Namespace Prefix:

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Data Type:

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duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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Namespace Prefix:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

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Namespace Prefix:

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Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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Name:

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Namespace Prefix:

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Data Type:

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