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Form 8-K

sec.gov

8-K — VirTra, Inc

Accession: 0001437749-26-027824

Filed: 2026-08-14

Period: 2026-08-13

CIK: 0001085243

SIC: 3990 (MISCELLANEOUS MANUFACTURING INDUSTRIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — vtsi20260602_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_972663.htm)

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0001085243

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2026-08-13

2026-08-13

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 13, 2026

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.)

295 E. Corporate Place

Chandler, AZ

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 ☐

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 2.02. Results of Operations and Financial Condition.

On August 13, 2026, VirTra, Inc. issued a press release announcing its financial results for the second quarter ended June 30, 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 August 13, 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: August 13, 2026

By:

/s/ John F. Givens II

Name:

John F. Givens II

Title:

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_972663.htm · Sequence: 2

ex_972663.htm

Exhibit 99.1

VirTra Reports Second Quarter and Six Months 2026 Financial Results

CHANDLER, Ariz. — August 13, 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 second quarter and six months ended June 30, 2026. The financial statements are available on VirTra’s website and here.

Second Quarter 2026 and Recent Operational Highlights

Bookings totaled $5.5 million during the second quarter.

Total backlog at June 30, 2026 was $24.9 million and included $13.2 million in capital, $3.8 million in service, and $7.9 million in STEP contracts.

Accepted into the U.S. Army Marketplace across three mission-critical capability areas: Weapons Skills Development, Joint Fires Training, and Counter-Unmanned Aircraft Systems (C-UAS), positioning VirTra to compete for future Army opportunities and demonstrating the breadth of its military training and force-protection solutions.

Expanded its long-term investment in the defense training market through the acquisition of a dual-building Orlando campus, increasing its presence within Central Florida Research Park and enhancing its ability to support customer engagement, partner collaboration, program execution, and future growth within the military simulation and training ecosystem.

Second Quarter and Six Months 2026 Financial Highlights

For the Three Months Ended

For the Six Months Ended

All figures in millions, except per share data

June 30, 2026

June 30, 2025

% Δ

June 30, 2026

June 30, 2025

% Δ

Total Revenue

$

5.8

$

7.0

-17

%

$

9.2

$

14.1

-35

%

Gross Profit

$

3.4

$

4.8

-29

%

$

5.5

$

10.0

-45

%

Gross Margin

59

%

69

%

N/A

60

%

71

%

N/A

Net Income (Loss)

$

(0.3

)

$

0.2

N/A

$

(1.6

)

$

1.4

N/A

Diluted EPS

$

(0.02

)

$

0.02

N/A

$

(0.14

)

$

0.13

N/A

Adjusted EBITDA

$

0.4

$

0.7

-45

%

$

(0.4)

$

2.4

-117

%

Management Commentary

VirTra CEO John Givens stated, “Our second quarter results reflect increased revenue conversion compared with the first quarter, particularly within our international business. While domestic funding availability and procurement timing continue to impact results, we saw encouraging activity during the quarter, including stronger bookings, momentum in our international business, and increased grant-related activity.

“We continue to see funding opportunities moving through the system, with customers actively submitting applications and advancing their procurement efforts. Recent grant funding releases and increased customer participation in grant programs provide additional evidence that agencies are moving forward, even though the pace of awards and delivery timelines remain difficult to predict. At the same time, we continue to make

progress in the military market, as evidenced by our acceptance into the U.S. Army Marketplace across three mission-critical capability areas.

“While uncertainty around funding timelines continues, we believe the underlying demand environment remains healthy. We are encouraged by the level of activity we are seeing across our domestic, international, and military markets, as well as the continued strength of our backlog and opportunity pipeline. Our focus remains on supporting customers through the funding and procurement process, converting backlog into revenue, and positioning VirTra to capture the opportunities ahead.”

Six Months 2026 Financial Results

Total revenue was $9.2 million, compared to $14.1 million in the prior year period. The decrease was due to several customers booked in Q3 and Q4 2025 being unable to accept delivery in the first six months of 2026.

Gross profit was $5.5 million (60% of revenue), compared to $10.0 million (71% of revenue) in the prior year period.

Net operating expense was $7.1 million, compared to $7.7 million in the prior year period.

Loss from operations was $(1.5) million, compared to income from operations of $2.3 million in the prior year period.

Net loss was $(1.6) million, or $(0.14) per diluted share, compared to net income of $1.4 million, or $0.13 per diluted share, in the prior year period.

Adjusted EBITDA, a non-GAAP metric, was $(0.5) million, compared to $2.4 million in the prior year period.

Second Quarter 2026 Financial Results

Total revenue was $5.8 million, compared to $7.0 million in the prior year period. The decrease is primarily due to a decrease in domestic sales, partially offset by international sales.

Gross profit was $3.4 million (59% of revenue), compared to $4.8 million (69% of revenue) in the prior year period.

Net operating expense was $3.6 million, compared to $3.9 million in the prior year period.

Loss from operations was $(0.2) million, compared to income from operations of $0.9 million in the prior year period.

Net loss was $(0.3) million, or $(0.02) per diluted share, compared to net income of $0.2 million, or $0.02 per diluted share, in the prior year period.

Adjusted EBITDA, a non-GAAP metric, was $0.4 million, compared to $0.7 million in the prior year period.

Financial Commentary

VirTra CFO Alanna Boudreau stated, “Second quarter revenue increased significantly compared to the first quarter, reflecting improved revenue conversion and supporting a return to positive adjusted EBITDA. We generated stronger bookings during the quarter and ended June with a backlog of approximately $24.9 million, providing visibility into future revenue opportunities.

“While funding and procurement timelines continue to influence the pace of conversion, we remain focused on disciplined expense management while investing in content development, technology, and strategic initiatives that support long-term growth. We also completed the acquisition of our Orlando facility during the quarter, which we expect will contribute positively to future financial performance through tenant lease income while strengthening our position within the military training and simulation market.”

Conference Call

VirTra’s management will hold a conference call today (August 13, 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.

A replay of the call will be available after 7:30 p.m. Eastern time on the same day through August 27, 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

For Six Months Ended

June 30,

June 30,

Increase

%

June 30,

June 30,

Increase

%

2026

2025

(Decrease)

Change

2026

2025

(Decrease)

Change

Net Income (Loss)

$

(261,258)

$

175,314

$

(436,572

)

-249

%

$

(1,589,890)

$

1,439,374

$

(3,029,264

)

-210

%

Adjustments:

Provision for income taxes

88,439

(9,000

)

97,439

-1083

%

142,438

93,000

49,438

53

%

Depreciation and amortization

520,368

513,693

6,675

1

%

990,394

829,841

160,553

19

%

Interest (net)

6,426

(26,876

)

33,302

-124

%

(15,346)

(48,127

)

32,781

-68

%

EBITDA

353,975

653,131

(299,156

)

-46

%

(472,404)

2,314,088

(2,786,492

)

-120

%

Right of use amortization

29,280

42,501

(13,221

)

-31

%

72,773

84,365

(11,592

)

-14

%

Adjusted EBITDA

$

383,255

$

695,632

$

(312,377

)

-45

%

$

(399,631)

$

2,398,453

$

(2,798,084

)

-117

%

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)

June 30, 2026

December 31, 2025

ASSETS

Current assets:

Cash and cash equivalents

$

14,312,743

$

18,594,598

Accounts receivable, net

4,461,812

5,502,087

Inventory, net

14,193,484

13,060,024

Unbilled revenue

3,180,534

868,216

Prepaid expenses and other current assets

1,668,188

2,622,462

Deferred Contract Costs, short term

374,375

374,375

Total current assets

38,191,136

41,021,762

Long-term assets:

Property and equipment, net

20,696,026

16,268,400

Operating lease right-of-use asset, net

-

268,873

Intangible assets, net

2,534,037

2,513,186

Security deposits, long-term

-

15,979

Other assets, long-term

452,697

424,226

Deferred tax asset, net

4,007,463

4,135,463

Deferred Contract Costs, long term

301,508

488,695

Total long-term assets

27,991,731

24,114,822

Total assets

$

66,182,867

$

65,136,584

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$

612,981

$

784,074

Accrued compensation and related costs

659,091

461,430

Accrued expenses and other current liabilities

1,301,057

1,196,565

Notes payable, current

312,523

227,754

Operating lease liability, short-term

-

196,311

Deferred revenue, short-term

6,931,535

7,361,738

Total current liabilities

9,817,187

10,227,872

Long-term liabilities:

Deferred revenue, long-term

1,157,655

1,913,393

Notes payable, long-term

11,107,199

7,314,085

Operating lease liability, long-term

-

89,053

Total long-term liabilities

12,264,854

9,316,531

Total liabilities

22,082,041

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; 11,319,624 shares issued and outstanding as of June 30, 2026 and 11,303,885 as of December 31, 2025

1,135

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

-

-

Additional paid-in capital

33,154,621

33,056,091

Retained Earnings

10,945,070

12,534,960

Total stockholders’ equity

44,100,826

45,592,181

Total liabilities and stockholders’ equity

$

66,182,867

$

65,136,584

VIRTRA, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Revenues:

Net sales

$

5,763,358

$

6,978,938

$

9,237,504

$

14,139,185

Total revenue

5,763,358

6,978,938

9,237,504

14,139,185

Cost of sales

2,347,656

2,166,461

3,687,998

4,129,828

Gross profit

3,415,702

4,812,477

5,549,506

10,009,357

Operating expenses:

General and administrative

3,167,673

3,289,995

6,128,846

6,509,946

Research and development

435,493

608,116

936,165

1,217,243

Net operating expense

3,603,166

3,898,111

7,065,011

7,727,189

Income (loss) from operations

(187,464)

914,366

(1,515,505)

2,282,168

Other income (expense):

Other income

103,656

77,873

216,845

149,883

Other (expense)

(89,011)

(825,925

)

(148,792)

(899,677

)

Net other income

14,645

(748,052

)

68,053

(749,794

)

Income (Loss) before provision for income taxes

(172,819)

166,314

(1,447,452)

1,532,374

Provision (Benefit) for income taxes

88,439

(9,000

)

142,438

93,000

Net Income (loss)

$

(261,258)

$

175,314

$

(1,589,890)

$

1,439,374

Net Income (loss) per common share:

Basic

$

(0.02)

$

0.02

$

(0.14)

$

0.13

Diluted

$

(0.02)

$

0.02

$

(0.14)

$

0.13

Weighted average shares outstanding:

Basic

11,307,865

11,261,588

11,305,886

11,260,902

Diluted

11,307,865

11,261,588

11,305,886

11,260,902

VIRTRA, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months Ended June 30,

2026

2025

Cash flows from operating activities:

Net (loss)

$

(1,589,890)

$

1,439,374

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:

Depreciation and amortization

990,394

829,841

Right of use amortization

72,774

84,365

Employee stock compensation

98,535

212,823

Bad Debt Expense

(18,172)

-

Loss on disposal of lease

2,706

-

Changes in operating assets and liabilities:

Accounts receivable, net

1,058,449

1,557,910

Inventory, net

(1,133,461)

1,776,667

Other assets-LT

158,715

-

Deferred taxes

128,000

87,175

Unbilled revenue

(2,312,318)

983,019

Other assets

954,274

19,712

Prepaid expenses and other current assets

-

(1,337,108

)

Accounts payable and other accrued expenses

131,057

(273,918)

Operating lease right of use

(75,992)

(87,907

)

Deferred revenue

(1,185,941)

755,476

Net cash provided (used in) by operating activities

(2,720,870)

6,047,429

Cash flows from investing activities:

Internal intangible assets

(429,850)

(2,265,489)

Purchase of property and equipment

(1,013,009)

(996,452

)

Net cash (used in) investing activities

(1,442,859)

(3,261,941

)

Cash flows from financing activities:

Principal payments of debt

(122,116)

(128,962

)

Net cash (used in) financing activities

(122,116)

(128,962

)

Net (decrease) in cash

(4,285,845)

2,656,526

Cash and restricted cash, beginning of period

18,594,598

18,040,827

Cash and restricted cash, end of period

$

14,308,753

$

20,697,353

Supplemental disclosure of cash flow information:

Income taxes paid (refunded)

$

(1,041,894)

$

720,951

Interest paid

$

134,961

$

116,415

Noncash investing & financing activities disclosure:

Assumption of lease asset (Lessor)

$256,990

$-

Mortgage to Purchase Building

$(4,000,000)

$-

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Aug. 13, 2026

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Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Indicate if registrant meets the emerging growth company criteria.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Publisher SEC

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Local phone number for entity.

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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.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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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.

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Title of a 12(b) registered security.

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-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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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 soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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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 written communications pursuant to Rule 425 under the Securities Act.

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-Publisher SEC

-Name Securities Act

-Number 230

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