AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of
report (Date of earliest event reported): May 31, 2020
name of registrant as specified in its charter.)
(State or other
jurisdiction of incorporation or organization)
1817 W 4th Street, Tempe, Arizona
principal executive offices)
Name or Former Address, if Changed Since Last Report)
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))
Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
company [ ]
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. [ ]
registered pursuant to Section 12(b) of the Act:
of each class
Stock, par value $0.0001 per share
of exchange on which registered
1.01 Entry into a Material Definitive Agreement.
31, 2020, Wrap Technologies, Inc. (the “Company”) entered into
Subscription Agreements (the “Subscription Agreements”) with
various accredited investors (the “Investors”), pursuant to which
the Company offered and sold, in a registered direct public
offering (the “Offering”), 2,066,667 units
each Unit consisting of (i) one share of the Company’s common
stock, par value $0.0001 per share (“Common Stock”) and (ii) a warrant
to purchase one share of Common Stock (each, a “Warrant”). The Units were offered
and sold to Investors at a public offering price of $6.00 per Unit.
Each of the Warrants offered and sold in the Offering are
exercisable for a period of 24 months from the date of issuance,
are non-transferrable and have an exercise price of $6.00 per
Company received aggregate gross proceeds from the Offering of
approximately $12.4 million, and closing of the Offering
occurred on June 2, 2020. The Company expects the aggregate net
proceeds from the Offerings, after deducting estimated offering
expenses, to be approximately $11.8 million, which the Company
intends to use for general corporate purposes, including research
and development, working capital and capital
Units were offered by the Company pursuant to its shelf
registration statement on Form S-3 (File No. 333-228974) filed with
the Securities and Exchange Commission (the “Commission”) on December 21,
2018, as amended on February 12, 2019 (as amended, the
Statement”) and declared effective on February 14,
2019. A copy of the press release announcing the consummation of
the Offering is attached hereto as Exhibit 99.1. In addition, the
Company filed a prospectus supplement with the Commission in
connection with the Offering on June 1, 2020.
representations, warranties and covenants contained in the
Subscription Agreements were made solely for the benefit of the
parties to the Subscription Agreements. In addition, such
representations, warranties and covenants (i) are intended as
a way of allocating the risk between the parties to the
Subscription Agreements and not as statements of fact, and
(ii) may apply standards of materiality in a way that is
different from what may be viewed as material by stockholders of,
or other investors in, the Company. Accordingly, the forms of the
Subscription Agreements are included with this filing only to
provide investors with information regarding the terms of
transaction, and not to provide investors with any otherfactual
information regarding the Company. Stockholders should not rely on
the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of the Company or any of its subsidiaries or affiliates.
Moreover, information concerning the subject matter of the
representations and warranties may change after the date of the
Subscription Agreements, which subsequent information may or may
not be fully reflected in public disclosures.
legal opinion, including the related consent, of Disclosure Law
Group, a Professional Corporation, relating to the issuance and
sale of the Units is filed as Exhibit 5.1 hereto.
LLC (“Katalyst”) provided the Company
with certain financial advisory services to assist in the
coordination and closing of the Offering. As compensation for
services rendered in connection with the Offering, Katalyst
received a cash advisory consulting fee not to exceed $500,000. In
addition, the Company reimbursed Katalyst for certain expenses not
to exceed $25,000, including legal fees, incurred by them in
connection with the Offering.
forms of Warrant and Subscription Agreement are filed as Exhibits
4.1 and 10.1, respectively, to this Current Report on
Form 8-K. The foregoing summaries of the terms of these
documents are subject to, and qualified in their entirety by, such
documents, which are incorporated herein by reference.
Current Report on Form 8-K does not constitute an offer to sell, or
the solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or
Current Report on Form 8-K contains forward-looking statements that
involve risks and uncertainties, such as statements related to the
amount of proceeds expected from the Registered Direct Offering.
The risks and uncertainties involved include the Company's
financial position, market conditions and other risks detailed from
time to time in the Company's periodic reports and other filings
with the Commission. You are cautioned not to place undue reliance
on forward-looking statements, which are based on the Company's
current expectations and assumptions and speak only as of the date
of this Current Report on Form 8-K. The Company does not intend to
revise or update any forward-looking statement in this Current
Report on Form 8-K as a result of new information, future events or
otherwise, except as required by law.
9.01 Financial Statements and Exhibits.
Form of Warrant Agreement.
Disclosure Law Group, a Professional Corporation
Form of Subscription Agreement.
Consent of Disclosure Law Group, a Professional Corporation
(included in Exhibit 5.1)
Press Release, dated June 1, 2020.
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: June 2, 2020
James A. Barnes
Name: James A.
Financial Officer, Treasurer and Secretary