Wrap Technologies, Inc 8-K, filed Jun 21, 2021
Wrap Technologies, Inc. (WRAP)
8-K
2021-06-21
For: 2021-06-18
View Original
Added on
April 08, 2026
About this 8-K
Wrap Technologies, Inc filed this 8-K on June 21, 2021, reporting on events of June 18, 2021.
Items reported
- 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): June 18, 2021
WRAP
TECHNOLOGIES, INC.
(Exact
name of Registrant as specified in its Charter)
|
|
|
|
|
Delaware
|
001-38750
|
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:
☐ 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, par value $0.0001 per share
|
WRAP
|
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 (17
CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR 240.12b-2)
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 8.01 Other Events
In June 2019, Wrap Technologies, Inc. (the
“Company”) completed the sale of a total of
1,923,076 units to certain accredited investors, consisting of an
aggregate of 1,923,076 shares of the Company’s common stock,
par value $0.0001 per share (“Common
Stock”), and Common Stock
purchase warrants to purchase up to 1,923,076 shares of Common
Stock (the “Investor Warrants”) (the “Offering”). The Warrants had a two-year term, which
term expired on June 18, 2021, and were exercisable for $6.50 per
share.
The Company also issued warrants to the placement agents for the
Offering to purchase an aggregate of 153,846 shares of Common Stock
(the “Agent
Warrants”). The Agent
Warrants had a two-year term, which term expired on June 18, 2021,
and were exercisable for $8.125 per share.
Prior to the expiration of the Investor Warrants and the Agent
Warrants, 1,922,999 Investor Warrants and 153,692 Agent Warrants
were exercised, resulting in proceeds to the Company of
approximately $12.5 million, of which approximately $12.05 million
was received during the current fiscal quarter ending June 30,
2021. Following the exercise of the Investor Warrants and Agent
Warrants, the Company now has 39,870,137 shares of Common Stock
issued and outstanding.
The Offering was conducted pursuant to the Company’s
effective shelf registration statement on Form S-3 (File
No. 333-228974), filed with the Securities and Exchange
Commission (“SEC”) on December 21, 2018, and declared
effective on February 14, 2019. A prospectus supplement and the
accompanying base prospectus relating to the Offering was filed
with the SEC on June 14, 2019. Additional information about
the Offering is available in the Company’s Current Report on
Form 8-K filed on June 18, 2019.
On June 21, 2021 the Company issued a press release press release
announcing the exercise and expiration of the Investor and Agent
Warrants. A copy of the Company’s press release is attached
to this Current Report on Form 8-K as Exhibit 99.1.
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:
June 21, 2021
|
|
By:
|
/s/
James A. Barnes
|
|
|
|
|
James
A. Barnes
|
|
|
|
|
Chief
Financial Officer, Treasurer and Secretary
|
|
|
|
|
|
Exhibit Index
|
Exhibit No.
|
|
Description
|
|
|
Press
release, dated June 21, 2021
|
Exhibit 99.1
Wrap Technologies Announces Expiration of Warrants; 99% of Warrants
Exercised
Providing $12.5 Million in Proceeds
TEMPE, Arizona – June 21, 2021 – Wrap Technologies, Inc.
(the “Company” or
“Wrap”) (Nasdaq: WRAP) today announced that the exercise period of
warrants issued in connection with the Company’s 2019
offering of units consisting of common stock and warrants (the
“2019 Unit Financing”) expired on Friday, June 18, 2021
and unexercised warrants are no longer
exercisable.
As part of its 2019 Unit Financing, the Company issued 1,923,076
warrants to participating investors, each exercisable at $6.50 per
share, and 153,846 warrants to the placement agents for the 2019
Unit Financing, each exercisable at $8.125 per share. A total of
2,076,922 warrants, representing 99.9% of the warrants issued in
connection with the 2019 Unit Financing, were exercised during the
two-year term for proceeds to the Company of approximately $12.5
million. Approximately $12.05 million of these proceeds were
received this fiscal quarter to date ending on June 30,
2021.
"We are pleased by the continued support of our investors and
stockholders represented by this additional capital,” said
James Barnes, CFO, Secretary and Treasurer. “With the
issuance of stock related to these warrants and cancellation of the
balance of the warrants these securities will have no further
dilutive effect on WRAP’s public float. The proceeds from the
warrant exercises are being used to grow the sales team, market
Wrap’s products, scale engineering, finance product
development and provide working capital to meet worldwide demand
for BolaWrap products and accessories. ”
This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, 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 registration or qualification under the
securities laws of any such state or jurisdiction.
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 successfully 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
countries 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
Media Contact:
media@wrap.com