Wrap Technologies, Inc 8-K, filed Apr 23, 2021
Wrap Technologies, Inc. (WRAP)
8-K
2021-04-23
For: 2021-04-19
View Original
Added on
April 08, 2026
About this 8-K
Wrap Technologies, Inc filed this 8-K on April 23, 2021, reporting on events of April 19, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 19, 2021
WRAP TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its Charter)
|
|
|
|
|
Delaware
|
000-55838
|
98-0551945
|
|
(State or other
jurisdiction
of
incorporation)
|
(Commission
File No.)
|
(IRS
Employer
Identification
No.)
|
|
1817 W 4th
Street, Tempe, Arizona 85281
|
|
|
(Address of
principal executive offices)
|
|
|
|
|
|
(800)
583-2652
|
|
|
(Registrant’s
Telephone Number)
|
|
|
|
|
|
Not
Applicable
|
|
|
(Former name or
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 (see General Instruction A.2.
below):
☐
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
240.12b-2) ☐
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 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 19, 2021, Wrap Technologies, Inc.
(the “Company”) appointed Kimberly Sentovich, TJ Kennedy,
Jeffrey Kukowski, and Kevin Sherman to the Company’s Board of
Directors (the “Board”), to serve until the
Company’s next annual meeting of stockholders or until their
successor is duly elected and qualified.
Ms.
Sentovich, 53, is a seasoned merchandising, operations, IT and
supply chain executive with 30 years of experience with
multi-billion-dollar profit and loss responsibility. From 2017
to 2019, Ms. Sentovich served as the Senior Vice President of
Operations for Torrid, an apparel retailer. From 2015 to
2017, Ms. Sentovich was Executive Vice President of Stores and
Logistics at Gymboree, responsible for all 1,300 company owned
stores in North America. Ms. Sentovich previously spent
seven years (2008-2015) at Walmart rising from Regional Vice
President of Operations – California to Divisional Senior
Vice President of Operations – Pacific Division and fifteen
years at The Home Depot (1993-2008) rising to the level of Regional
Vice President of Operations. Ms. Sentovich serves on the
board of directors of One Stop Systems (NASDAQ: OSS) from 2019 to
present, the Children's Hospital of Orange County from 2016 to
present, on which she serves on the Executive Committee,
Compensation Committee, Nominating Committee, and Finance
Committee. Ms. Sentovich obtained her MBA from The Paul Merage
School of Business, University of California, Irvine, and her B.A.
in Philosophy and Political Science with a Minor in economics from
Bryn Mawr College.
Mr. Sherman, 51, currently serves as the Interim
Chief Executive Officer, Chief Marketing Officer, and Chief Revenue
Officer of Tractor Beverages, Inc. (“Tractor”), where he has served since 2018. Mr.
Sherman also serves as a member of the board of directors of
Tractor since 2015. From 2012 to 2017, Mr. Sherman served as a
member of the board of directors, Chief Executive Officer,
President, and Chief Marketing Officer of True Drinks, Inc. Mr.
Sherman holds a Bachelor of Arts in Philosophy from Gordon College
and a Masters of Arts in Educational Administration from Loyola
Marymount University.
Mr. Kennedy, 49, has served as the Chief Executive
Officer, president, and member of the board of directors of Qumu,
Inc. (NASDAQ: QUMU) (“Qumu”) since July 2020. Qumu provides the
tools to create, manage, secure, distribute and measure the success
of live and on-demand video for enterprises From January 2019 to
July 2020, Mr. Kennedy served as the Chief Executive Officer and
member of the board of directors of Allerio, Inc. and the board of
directors of the Public Safety Network from January 2018 to
present. From 2013 to January 2018, Mr. Kennedy served as the
President of FirstNet – First Responder Network
Authority. Mr. Kennedy holds a Bachelor of Science in Health
Promotion and Education from the University of Utah, and a Masters
of Business Administration from Johns Hopkins
University.
Mr.
Kukowski, 53, is currently the Chief Executive Officer and a
director of Cloudbolt Software, and enterprise cloud management
leader, having served in that capacity since April 2020. From May
2019 to January 2020, Mr. Kukowski was the Chief Revenue Officer of
Yubico, the leading provider of hardware authentication security
keys. He was the Chief Executive Officer and a director of
SecureAuth from August 2015 to November 2018. SecureAuth is a
leader in the identity and access management space. Prior to
joining SecureAuth, Mr. Kukowski was the Chief Operating Officer of
Axon (formerly Taser International: Nasdaq: AXON), from June 2010
to December 2014. Prior to Axon, Mr. Kukowski was the Chief
Executive Officer and a director of Sellit Social Commerce, from
March 2009 to June 1010. Mr. Kukowski has also served as the Chief
Operating Officer and a director of Destinator Technologies (TSX:
ICS), from April 2005 to October 2008. Mr. Kokowski graduated from
the University of Chicago Booth School of Business with an Masters
in Business Administration and holds a Bachelor of Arts in
Economics from Northwestern University.
Mr.
Kukowski and Ms. Sentovich were designated by Mr. Elwood Norris, a
shareholder and officer of the Company, and the Nominating and
Corporate Governance Committee of the Board, respectively, to serve
on the Board pursuant to the terms of a Cooperation Agreement,
dated March 4, 2021, which Cooperation Agreement is filed as
Exhibit 10.1 to the Current Report on Form 8-K filed on March 9,
2021.
As compensation as independent directors, each of
Ms. Sentovich and Messrs. Kennedy, Kukowski, and Sherman will
receive (i) a $62,500 annual cash retainer, payable in equal
quarterly installments prorated for 2021, (ii) that number of
restricted stock units (“RSUs”) equal to $62,500 (prorated for the
balance of 2021) divided by the fair market value of the
Company’s common stock, par value $0.0001 per share
(“Common
Stock”), as reported on
the Nasdaq Capital Market on the date of grant, which RSUs shall
vest in monthly installments through the balance of 2021, and (iii)
an initial grant of options to purchase 30,000 shares of Company
Common Stock at an exercise price based the closing price of the
Company’s Common Stock as reported on the Nasdaq Capital
Market on the date of grant, which options shall expire, if not
previously exercised, ten years from the date of grant, and shall
vest as follows: (y) 50% on the one-year anniversary of the date of
grant, and (z) the remaining 50% in four equal quarterly
installments over the following year.
Except as disclosed
herein, there are no related party transactions between the Company
and Ms. Sentovich and Messrs.
Kennedy, Kukowski, and Sherman that would require
disclosure under Item 404(a) of Regulation S-K, nor are there any
further arrangements or understandings in connection with their
appointment as members of the Company’s
Board.
A copy of the press release announcing the
appointments of Ms. Sentovich and
Messrs. Kennedy, Sherman, and Kukowski to the Board is attached to this Current Report on
Form 8-K as Exhibit 99.1, and is incorporated by reference
herein.
Contemporaneous with the appointment
of Ms. Sentovich and
Messrs. Kennedy, Sherman, and Kukowski to the Board, Mr. David Norris, a current
member of the Board, has tendered his resignation as a member of
the Board, effective at the 2021 Annual Meeting of Stockholders to
be held on June 22, 2021 (“Annual
Meeting”), and the Board
will recommend that Mr. Thomas Smith, the Company’s Chief
Executive Officer, be elected to serve as a director at the Annual
Meeting. Mr. Norris’ decision to resign effective at
the Annual Meeting was not the result of any dispute or
disagreements with the Company on any matter relating to the
Company’s operations, policies or
practices.
Item 8.01. Other Events.
See Item
5.02.
Item 9.01 Financial Statements and Exhibits
See Exhibit
Index.
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.
|
|
|
|
|
|
|
|
WRAP TECHNOLOGIES, INC.
|
|
|
|
|
|
|
|
Date: April 23,
2021
|
|
By:
|
/s/ James A.
Barnes
|
|
|
|
|
James A.
Barnes
|
|
|
|
|
Chief Financial
Officer, Treasurer and Secretary
|
|
|
|
|
|
Exhibit Index
|
Exhibit
No.
|
|
Description
|
|
|
Press Release Dated April
23, 2021
|
Exhibit
99.1
WRAP Appoints Four New Independent Board Members
TEMPE, Arizona, April 23, 2021 -- Wrap Technologies,
Inc. (the "Company" or "WRAP") (Nasdaq: WRAP), a global
leader in innovative public safety technologies and services, today
announced the appointment of four new independent members to its
Board of Directors.
●
Jeff Kukowski
has extensive operating
experience selling products and services to law enforcement. He
currently is CEO and a director of Cloudbolt Software, an
enterprise cloud management leader. From June 2010 to December
2014, he was Chief Operating Officer of Axon Enterprise, Inc.,
formerly Taser International.
●
Kimberly
Sentovich is a
seasoned merchandising,
operations, IT, and supply chain executive with 30 years of
experience with multi-billion-dollar profit and loss
responsibility. She held executive positions at Gymboree, Walmart,
and Home Depot. Ms. Sentovich has served on the Board of Directors
of One Stop Systems (NASDAQ: OSS) from 2019 to the
present.
●
Kevin Sherman
is an experienced marketing
executive and currently serves
as the Interim Chief Executive Officer, Chief Marketing Officer,
and Chief Revenue Officer of privately held Tractor Beverages,
Inc., where he has served since 2018.
●
TJ
Kennedy has extensive
experience in the fields of technology, public safety, management,
manufacturing, and communications. He has served as the Chief
Executive Officer, President, and member of the Board of directors
of Qumu, Inc. (NASDAQ: QUMU) since July 2020. He has prior
experience as a Director of the Public Safety Network and as
President of FirstNet – (First Responder Network
Authority), an independent authority inside the US Government
responsible for designing, building, and overseeing the nationwide
public safety broadband network for first responders in the United
States.
With the appointment of the new directors, the Company’s
Board now consists of nine members, seven of which are considered
independent directors. Independent director, Jeff Kukowski, was
nominated by founding stockholder Elwood G. Norris and independent
director Kimberly Sentovich was nominated by the Governance
Committee of the Board, with both being nominated pursuant to the
terms of the March 2021 Cooperation Agreement entered into between
Mr. Norris and the Company’s Board of Directors. The Board
further appointed Mr. Sherman and Mr. Kennedy as additional
independent members of its Board. The additional members will stand
for re-election at the Company’s 2021 Annual Meeting of
Stockholders.
“I am pleased to have additional
talent join the WRAP team at this pivotal time in our
growth,” said Scot Cohen,
Chairman of the Board at WRAP. “The new members have a wide
range of experience and demonstrated skills, and I look forward to
the Board and our executive team benefiting from their counsel in
the months and years to come as we expand our global
business.”
About WRAP
WRAP
Technologies (Nasdaq: WRAP) is a global leader in innovating public
safety technologies and services that deliver advanced solutions
focused on avoiding escalation. The BolaWrap® Remote Restraint
device, WRAP's first product, is a patented, hand-held device that
discharges a Kevlar® tether to temporarily restrain from a
safe distance. Through many field uses and growing adoption by
agencies worldwide, BolaWrap is proving to be an effective tool to
safely detain persons without injury. WRAP Reality, the Company's
virtual reality training system, is an immersive training simulator
and comprehensive public safety training platform designed to
empower first responders with the necessary knowledge to perform in
the field. WRAP's headquarters are located in Tempe, Arizona. For
more information, please visit wrap.com.
Follow WRAP here:
WRAP on Facebook: https://www.facebook.com/wraptechnologies/
WRAP on Twitter: https://twitter.com/wraptechinc
WRAP on LinkedIn: https://www.linkedin.com/company/wraptechnologies/
Trademark Information
BolaWrap, Wrap
and Wrap Reality are trademarks of Wrap Technologies, Inc. All
other trade names used herein are either trademarks or registered
trademarks of the respective holders.
Cautionary Note on Forward-Looking Statements - Safe Harbor
Statement
This press
release contains "forward-looking statements" within the meaning of
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995, including but not limited to: statements
regarding the Company's overall business; total addressable market;
and, expectations regarding future sales and expenses. Words such
as "expect", "anticipate", "should", "believe", "target",
"project", "goals", "estimate", "potential", "predict", "may",
"will", "could", "intend", and variations of these terms or the
negative of these terms and similar expressions are intended to
identify these forward-looking statements. Moreover,
forward-looking statements are subject to a number of risks and
uncertainties, many of which involve factors or circumstances that
are beyond the Company's control. The Company's actual results
could differ materially from those stated or implied in
forward-looking statements due to a number of factors, including
but not limited to: the Company's ability to successful implement
training programs for the use of its products; the Company's
ability to manufacture and produce product for its customers; the
Company's ability to develop sales for its new product solution;
the acceptance of existing and future products; the availability of
funding to continue to finance operations; the complexity, expense
and time associated with sales to law enforcement and government
entities; the lengthy evaluation and sales cycle for the Company's
product solution; product defects; litigation risks from alleged
product-related injuries; risks of government regulations; the
business impact of health crises or outbreaks of disease, such as
epidemics or pandemics; the ability to obtain export licenses for
counties outside of the US; the ability to obtain patents and
defend IP against competitors; the impact of competitive products
and solutions; and the Company's ability to maintain and enhance
its brand, as well as other risk factors mentioned in the Company's
most recent annual report on Form 10-K, quarterly report on Form
10-Q, and other SEC filings. These forward-looking statements are
made as of the date of this press release and were based on current
expectations, estimates, forecasts and projections as well as the
beliefs and assumptions of management. Except as required by law,
the Company undertakes no duty or obligation to update any
forward-looking statements contained in this release as a result of
new information, future events or changes in its
expectations.
Contact:
Paul M.
Manley
VP –
Investor Relations
(612)
834-1804
pmanley@wrap.com