SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 2, 2022
(Exact name of Registrant as Specified in Its Charter)
|(State or Other Jurisdiction||(Commission||(IRS Employer|
|of Incorporation)||File Number)||Identification No.)|
|7970 S. Kyrene Rd.|
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s Telephone Number, Including Area Code: (480) 968-1488
(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 4.01. Changes in Registrant’s Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
On May 2, 2022, the Audit Committee of the Board of Directors of VirTra, Inc. (the “Company”) terminated the engagement of Eide Bailly LLP (“Eide Bailly”) as the Company’s independent registered public accounting firm, effective immediately.
Eide Bailly had been engaged as of November 22, 2021 and did not render any reports on the Company’s financial statements. From Eide Bailly’s engagement date through May 2, 2022, there were no disagreements with Eide Bailly with respect to any accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of the former accountant, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report.
The Company provided Eide Bailly with a copy of the foregoing disclosure prior to its filing with the Securities and Exchange Commission (the “Commission”) and requested that Eide Bailly furnish the Company with a letter addressed to the Commission stating whether or not Eide Bailly agrees with the above statements and, if not, stating the respects in which it does not agree. Attached, as Exhibit 16.1 hereto, is a copy of Eide Bailly’s letter to the Commission.
(b) Engagement of New Independent Registered Public Accounting Firm
On May 3, 2022, the Audit Committee of the Board of Directors appointed Haynie & Company (“Haynie”) as the Company’s new independent registered accounting firm. During the Company’s two most recent fiscal years and through May 3, 2022, neither the Company nor anyone acting on the Company’s behalf consulted Haynie with respect to any of the matters or reportable events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
|Exhibit No.||Description of Exhibit|
|16.1||Letter from Eide Bailly LLP to the Securities and Exchange Commission dated May 2, 2022|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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.
|Date: May 4, 2022||By:||/s/ Robert D. Ferris|
|Name:||Robert D. Ferris|
|Title:||Chief Executive Officer|