Wrap Technologies, Inc S-3/A, filed Jul 8, 2020
Wrap Technologies, Inc. (WRAP)
S-3/A
2020-07-08
View Original
Added on
October 17, 2026
As
filed with the Securities and Exchange Commission on July
7, 2020
Registration
No. 333-239329
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3/A
(Amendment
No.1)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WRAP
TECHNOLOGIES, INC.
(Exact Name Of Registrant As Specified In Its Charter)
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Delaware
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98-0551945
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Wrap Technologies, Inc.
1817 W 4th Street
Tempe, Arizona 85281
(800) 583-2652
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James A. Barnes
Chief Financial Officer, Secretary and Treasurer
Wrap Technologies, Inc.
1817 W 4th Street
Tempe, Arizona 85281
(800) 583-2652
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(Address, including zip code, and telephone number,
including area code of Registrant’s principal executive
offices),
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(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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Copies of all communications, including all communications sent to
the agent for service, should be sent to:
James A. Barnes
Chief Financial Officer, Secretary and Treasurer
Wrap Technologies, Inc.
1817 W 4th Street
Tempe,
Arizona 85281
(800) 583-2652
Daniel
W. Rumsey, Esq.
Jessica
R. Sudweeks, Esq.
Disclosure
Law Group, a Professional Corporation
655
West Broadway, Suite 870
San
Diego, CA 92101
Telephone:
(619) 272-7050
Facsimile:
(619) 330-2101
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this registration
statement becomes effective.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. ☒
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933,
please check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same
offering. ☐
If this form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act, check the following
box. ☐
If this form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act.
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Large accelerated filer
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[
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Accelerated filer
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[
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Non-accelerated
filer
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[
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Smaller reporting company
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[X]
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Emerging
growth company
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[X]
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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. ☐
CALCULATION OF REGISTRATION FEE
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Title
of each class of securities to be registered
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Amount
to
be
registered
(1)(2)
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Proposed
maximum
offering
price per
share
(3)
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Proposed
maximum
aggregate
offering
price
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Amount
of
registration
fee
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Common stock, par
value $0.0001 per share
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3,000,000
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$7.175
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$21,525,000
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$2,793.95(4)
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(1)
Pursuant to Rule
416 under the Securities Act of 1933, as amended, this registration
statement shall be deemed to cover the additional securities of the
same class as the securities covered by this registration statement
issued or issuable prior to completion of the distribution of the
securities covered by this registration statement as a result of a
split of, or a stock dividend on, the registered
securities.
(2)
The amount to be
registered includes 3,000,000
shares of common stock, par value $0.0001 per share, currently held
by the selling stockholders identified herein.
(3)
Pursuant to Rule
457(c) of the Securities Act of 1933, as amended, calculated on the
basis of the average of the high and low prices per share of the
registrant’s common stock as reported by The Nasdaq Capital
Market on June 12,
2020.
(4)
Previously
paid.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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The information in this prospectus is not complete and may be
changed. The selling stockholders may not sell these
securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is
not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale
is not permitted.
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PRELIMINARY PROSPECTUS
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SUBJECT TO COMPLETION
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DATED JULY
7,
2020
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WRAP TECHNOLOGIES, INC.
3,000,000 SHARES
COMMON STOCK
This prospectus relates to the sale from time to
time of up to 3,000,000
shares of our common stock, par value
$0.0001 per share (“Common
Stock”), by the selling
stockholders identified in this prospectus, each of whom are
directors or officers of Wrap Technologies, Inc.
(“Wrap,” the
“Company”). All of the shares being offered, when
sold, will be sold by the selling stockholders. The shares of
Common Stock to be registered (the “Shares”) were acquired by each of
Scot Cohen, Executive Chair of the Board of Directors of the
Company (the “Board”), and David Norris, Chief
Executive Officer and a member of the Board, in private
transactions that occurred prior to the Company’s initial
public offering.
We are registering the Shares to provide the
selling stockholders with freely tradable securities. This
prospectus does not necessarily mean that the selling stockholders
will offer or sell those shares. Up to 3,000,000 shares of common stock may be sold from time to
time after the effectiveness of the registration statement, of
which this prospectus forms a part.
We
will not receive proceeds from the sale of the shares of common
stock by the selling stockholders. All selling and other expenses
incurred by the selling stockholders will be paid by the selling
stockholders, except for certain legal fees and expenses, which
will be paid by us.
Our
common stock is quoted on the Nasdaq Capital Market under the
symbol “WRTC.” The last reported sale price of our
common stock on July 6, 2020 was $13.09
per share.
Investing in these securities involves
a high degree of risk. See “Risk
Factors” on page 4
of this prospectus and in the
documents incorporated by reference herein for a discussion of the
factors you should carefully consider before deciding to invest in
our securities.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is ,
2020
WRAP
TECHNOLOGIES,
INC.
TABLE OF CONTENTS
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PAGE
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ABOUT
THIS PROSPECTUS
We will not receive any proceeds from the sale of
any shares offered by this prospectus. This prospectus does not
contain all of the information included in the registration
statement. Before making an investment decision, it is important
for you to read and consider the information contained in this
prospectus, any accompanying prospectus supplement, and any free
writing prospectuses prepared by or on behalf of us or to which we
have referred you, together with the additional information
described under the heading “Where You Can Find More
Information” and
“Incorporation of Certain
Information by Reference”
below.
You
may only rely on the information contained in this prospectus or
incorporated herein by reference. We have not authorized anyone to
provide you with information that differs from what is contained or
incorporated by reference in this prospectus. This prospectus does
not constitute an offer to sell or a solicitation of an offer to
buy any securities other than the common stock offered by this
prospectus. This prospectus does not constitute an offer to sell or
a solicitation of an offer to buy any common stock in any
circumstances in which such offer or solicitation is unlawful.
Neither the delivery of this prospectus nor any sale made in
connection with this prospectus shall, under any circumstances,
create any implication that there has been no change in our affairs
since the date of this prospectus or that the information contained
by reference to this prospectus is correct as of any time after its
date.
Unless
otherwise stated or the context requires otherwise, references to
“Wrap Technologies,” the “Company,”
“we,” “us” or “our” are to Wrap
Technologies, Inc., a Delaware corporation.
PROSPECTUS SUMMARY
This summary highlights certain information about this offering and
selected information contained elsewhere in or incorporated by
reference into this prospectus. This summary is not complete and
does not contain all of the information that you should consider
before deciding whether to invest in shares of our common stock.
You should read this entire prospectus carefully, including the
“Risk Factors” section contained in this prospectus and
the other documents incorporated by reference into this
prospectus.
Overview
We
are a security technology company organized in March 2016, focused
on delivering modern policing solutions to customers, primarily
consisting of law enforcement and security personnel. We began
demonstrations of our first product, the BolaWrap 100 remote
restraint device, in November 2017. The immediate addressable
domestic market consists of approximately 900,000 full-time sworn
law enforcement officers in the U.S. We have demonstrated the
product to over 490 law enforcement agencies across the country,
often with media in attendance, resulting in hundreds of media
reports including television and print that have driven over 1,900
inquiries from domestic and international law enforcement
personnel. Over 140 law enforcement agencies and 29 distributors
took delivery of the BolaWrap 100 devices during 2018 and 2019. In
addition to sales to domestic and international agencies and
distributors, we delivered through December 2019 over 550 test and
evaluation devices at no cost to strategic agencies for trial,
evaluation and feedback. Our product is gaining important
worldwide awareness and recognition through media exposure, trade
show participations, product demonstrations and word of mouth as a
result of positive responses to our product. We believe we are
establishing a global brand and the product foundation for business
growth. We believe we have strong market opportunities for our
restraint product offering within the law enforcement, military and
homeland security business sectors domestically and
internationally.
Risk Factors
Our business is subject to substantial risk.
Please carefully consider the section titled
“Risk
Factors” beginning on
page 4 of this prospectus for a
discussion of the factors you should carefully consider before
deciding to purchase securities that may be offered in this
prospectus.
Additional
risks and uncertainties not presently known to us or that we
currently deem immaterial may also impair our business operations.
You should be able to bear a complete loss of your
investment.
Corporate Information
We are
incorporated in Delaware. The Company
resulted from the March 31, 2017 merger of Wrap Technologies, LLC
(“Wrap LLC”) with and into our wholly-owned subsidiary
MegaWest Energy Montana Corp. (“MegaWest”). Our principal place of business
is located at 1817 West 4th Street, Tempe, Arizona 85281. Our
telephone number is (800) 583-2652. Our corporate website address
is www.wraptechnologies.com. The information contained on our
website is not, and should not be interpreted to be, part of this
prospectus supplement or the accompanying prospectus.
Our
Common Stock is currently listed for quotation on the Nasdaq
Capital Market under the symbol WRTC.
The Offering
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Shares of common stock offered
by selling stockholders (1)
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3,000,000
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Use of Proceeds
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We will not receive any proceeds from the sale of our common stock
offered by the selling stockholders under this
prospectus. See “Use of
Proceeds” beginning on
page 7 of this
prospectus.
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Risk Factors
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See “Risk
Factors” beginning on
page 4 of this prospectus and
in the documents incorporated by reference herein for a discussion
of factors you should consider carefully before investing in our
common stock.
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Nasdaq Symbol
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“WRTC”
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(1)
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The number of shares of common stock being registered hereunder
represent shares
acquired by each of Scot Cohen, Executive Chair of the Board, and
David Norris, Chief Executive Officer and a member of the Board, in
private transactions that occurred prior to the Company’s
initial public offering.
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RISK FACTORS
Investing in our securities involves a high degree
of risk. Before deciding whether to purchase any of our securities,
you should carefully consider the risks and uncertainties described
under “Risk
Factors” in our Annual
Report on Form 10-K for the fiscal year ended
December 31, 2019, any subsequent Quarterly Report on
Form 10-Q and our other filings with the SEC, all of which are
incorporated by reference herein. If any of these risks actually
occur, our business, financial condition and results of operations
could be materially and adversely affected and we may not be able
to achieve our goals, the value of our securities could decline and
you could lose some or all of your investment. Additional risks not
presently known to us or that we currently deem immaterial may also
impair our business operations. If any of these risks occur, the
trading price of our common stock could decline materially, and you
could lose all or part of your investment.
CAUTIONARY
NOTES REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements that involve
substantial risks and uncertainties. All statements contained in
this prospectus other than statements of historical facts,
including statements regarding our strategy, future operations,
future financial position, future revenue, projected costs,
prospects, plans, objectives of management and expected market
growth, are forward-looking statements. These statements involve
known and unknown risks, uncertainties and other important factors
that may cause our actual results, performance or achievements to
be materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements.
The
words “anticipate,” “believe,”
“estimate,” “expect,” “intend,”
“may,” “plan,” “predict,”
“project,” “target,”
“potential,” “will,” “would,”
“could,” “should,” “continue,”
and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
these identifying words. These forward-looking statements include,
among other things, statements about:
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the
availability of capital to satisfy our working capital
requirements;
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the
accuracy of our estimates regarding expenses, future revenue and
capital requirements;
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anticipated
trends and challenges in our business and the markets in which we
operate;
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our
ability to anticipate market needs or develop new or enhanced
products to meet those needs;
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our
expectations regarding market acceptance of our
products;
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the success of competing products by others that
are or become available in the market in which we sell our
products ;
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our ability to protect our confidential
information and intellectual property rights;
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our ability to manage expansion into international
markets;
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our ability to maintain or broaden our business
relationships and develop new relationships with strategic
alliances, suppliers, customers, distributors or
otherwise;
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developments
in the U.S. and foreign countries; and
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other risks and uncertainties, including
those described under
“Risk
Factors” and elsewhere
in this prospectus.
These
forward-looking statements are only predictions and we may not
actually achieve the plans, intentions or expectations disclosed in
our forward-looking statements, so 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 we make.
We have based these forward-looking statements largely on our
current expectations and projections about future events and trends
that we believe may affect our business, financial condition and
operating results. We have included important factors in the
cautionary statements included in this prospectus, that could cause
actual future results or events to differ materially from the
forward-looking statements that we make. Our forward-looking
statements do not reflect the potential impact of any future
acquisitions, mergers, dispositions, joint ventures or investments
we may make.
You should read this
prospectus, the documents incorporated by reference herein and the
documents that we have filed as exhibits to the registration
statement of which this prospectus is a part completely and with
the understanding that our actual future results may be materially
different from what we expect. We do not assume any obligation to update any
forward-looking statements whether as a result of new information,
future events or otherwise, except as required by applicable
law.
SELLING
STOCKHOLDERS
This prospectus relates to the sale or other
disposition of up to 3,000,000 shares of our common stock previously issued to
the selling stockholders. The shares of common stock being
covered hereby may be sold or otherwise disposed of from time to
time during the period the registration statement of which this
prospectus is a part remains effective, by or for the account of
the selling stockholders. The Shares may be sold in ordinary
brokerage transactions on the Nasdaq Capital Market or any
other stock exchange or in private
transactions through direct negotiations between one or more of the
selling stockholders and a purchaser thereof. We do not know how
long the selling stockholders will hold the Shares before selling
them, and we currently have no agreements, arrangements or
understandings with the selling stockholders regarding the sale of
any of the shares. See the section entitled
“Plan
of Distribution”
beginning on page 8 of this
prospectus.
The
Shares were acquired by each of Scot Cohen, Executive Chair of the
Board, and David Norris, Chief Executive Officer and member of the
Board, in private transactions that occurred prior to the
Company’s initial public offering.
The following table presents information regarding
the selling stockholders and the shares of common stock that they
may offer and sell from time to time under this prospectus. The
table is prepared based on information supplied to us by the
selling stockholders. The percent of beneficial ownership for
the selling stockholders is based on 33,497,134 shares of
our stock outstanding as of June 15, 2020. Pursuant to the rules
and regulations of the Securities and Exchange Commission (the
“SEC”), beneficial ownership includes any shares
of common stock as to which a selling stockholder has sole or
shared voting power or investment power and any shares of common
stock that the selling stockholder has the right to acquire within
60 days of June 15, 2020.
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Shares
Beneficially Owned
Prior
to
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Shares
Offered
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Shares
Beneficially Owned After Offering (3)
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Selling
Stockholder (1)
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Offering
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Hereby
(2)
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Number
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Percent
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Scot
Cohen
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5,409,906(4)
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1,500,000
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3,909,906
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11.6%
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David
Norris
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2,336,596(5)
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1,500,000
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836,596
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2.5%
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*
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Less
than 1%.
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(1)
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Information concerning named selling stockholders or
future transferees, pledgees, assignees, distributees, donees or
successors of or from any such stockholder or others who later hold
any selling stockholder’s interests will be set forth in
supplements to this prospectus, absent circumstances indicating
that the change is material. In addition, post-effective
amendments to the registration statement of which this prospectus
forms a part will be filed to disclose any material changes to the
plan of distribution from the description in the final
prospectus.
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(2)
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Amount offered for resale pursuant to this prospectus consists of
shares of Common Stock acquired by each of Scot Cohen,
Executive Chair of the Board, and David Norris, Chief Executive
Officer and a member of the Board, in private transactions that
occurred prior to the Company’s initial public
offering.
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(3)
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Beneficial ownership is determined in accordance with the rules and
regulations of the SEC. In computing the number of
shares beneficially owned by a person and the percentage ownership
of that person, securities that are currently convertible or
exercisable into shares of our common stock, or convertible or
exercisable into shares of our common stock within 60 days of June
15, 2020 are deemed outstanding. Such shares, however,
are not deemed outstanding for the purposes of computing the
percentage ownership of any other person. Beneficial ownership
assumes that the selling stockholders will sell
all shares of common stock registered under this prospectus
directly held by such selling stockholders, and is based on
33,497,134 shares of common
stock outstanding as of June
15, 2020.
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(4)
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Includes 5,259,906 shares held by Mr. Cohen and 150,000 shares
underlying stock options that may be exercised within 60 days from
June 15, 2020. Mr. Cohen is the current Executive Chair of the
Company.
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(5)
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Consists of 1,808,128 shares beneficially owned by Mr. Norris
through a family trust; 500,000 shares underlying stock options
that may be exercised within 60 days from June 15, 2020; 28,468
shares held by Mr. Norris; and Mr. Norris is the current Chief
Executive Officer of the Company and a member of the Board of
Directors.
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USE
OF PROCEEDS
We will not receive any proceeds from any sale of
the shares of our common stock offered by this prospectus.
The selling stockholders will receive all of the proceeds
from any sale of the shares of our common stock offered by this
prospectus. For information about the selling stockholders,
see “Selling
Stockholders” on page
6 of this
prospectus.
The
Selling Stockholders will pay any underwriting discounts and
commissions and expenses incurred by the selling
stockholders for brokerage, accounting, tax or legal services
or any other expenses incurred by the selling
stockholders in disposing of the shares. We will bear all
other costs, fees and expenses incurred in effecting the
registration of the shares of common stock covered by this
prospectus, including all registration and filing fees and fees and
expenses of our counsel and accountants.
PLAN OF
DISTRIBUTION
The
Selling Stockholders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of
their securities covered hereby on the Nasdaq Capital Market or any
other stock exchange, market or trading facility on which the
securities are traded or in private transactions. These sales may
be at fixed or negotiated prices. A Selling Stockholder may use any
one or more of the following methods when selling
securities:
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ordinary brokerage
transactions and transactions in which the broker-dealer solicits
purchasers;
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block trades in
which the broker-dealer will attempt to sell the securities as
agent but may position and resell a portion of the block as
principal to facilitate the transaction;
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purchases by a
broker-dealer as principal and resale by the broker-dealer for its
account;
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an exchange
distribution in accordance with the rules of the applicable
exchange;
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privately
negotiated transactions;
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in transactions
through broker-dealers that agree with the selling stockholders to
sell a specified number of such securities at a stipulated price
per security;
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a combination of
any such methods of sale; or
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any other method
permitted pursuant to applicable law.
The
selling stockholders may also sell securities under Rule 144 or any
other exemption or exclusion from registration under the Securities
Act of 1933, as amended (the “Securities Act”), if available,
rather than under this prospectus.
Broker-dealers
engaged by the selling stockholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling stockholders (or, if any
broker-dealer acts as agent for the purchaser of securities, from
the purchaser) in amounts to be negotiated, but, except as set
forth in a supplement to this Prospectus, in the case of an agency
transaction not in excess of a customary brokerage commission in
compliance with FINRA Rule 2440; and in the case of a principal
transaction a markup or markdown in compliance with FINRA
IM-2440.
In
connection with any sale of the securities, selling stockholders
must comply with the Company’s insider trading policy. In
addition, any sale of securities pursuant to this registration
statement by the selling stockholders requires pre-clearance from a
majority vote of the members of the Nominating and Governance
Committee of the Board of Directors of the Company.
The
selling stockholders and any broker-dealers or agents that are
involved in selling the securities may be deemed to be
“underwriters” within the meaning of the Securities Act
in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the
resale of the securities purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.
Each Selling Stockholder has informed the Company that it does not
have any written or oral agreement or understanding, directly or
indirectly, with any person to distribute the
securities.
The
Company will pay certain fees and expenses incurred by the Company
incident to the registration of the securities, including legal and
accounting fees incurred in connection with the registration of the
securities.
Under
applicable rules and regulations under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) any person engaged
in the distribution of the resale securities may not simultaneously
engage in market making activities with respect to the common stock
for the applicable restricted period, as defined in Regulation M,
prior to the commencement of the distribution. In addition, the
selling stockholders will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder,
including Regulation M, which may limit the timing of purchases and
sales of the common stock by the selling stockholders or any other
person. We will make copies of this prospectus available to the
selling stockholders and have informed them of the need to deliver
a copy of this prospectus to each purchaser at or prior to the time
of the sale (including by compliance with Rule 172 under the
Securities Act).
DESCRIPTION OF OUR
COMMON STOCK
General
Our amended and restated certificate of
incorporation (“Charter”) authorizes us to issue up to 150,000,000
shares of our common stock, par value $0.0001 per share, and up to
5,000,000 shares of preferred stock, par value $0.0001 per
share.
Transfer Agent
Our
Transfer Agent and Registrar for our common stock is Colonial Stock
Transfer, located at 66 Exchange Place, Suite 100, Salt Lake City,
Utah 84111.
Common Stock
As
of June 15, 2020, there were 33,497,134 shares of our common
stock issued and outstanding, which were held by approximately 35
stockholders of record, 7,412,044 shares of common stock subject to
outstanding warrants, 3,348,760 shares of common stock subject to
outstanding stock options and restricted stock units under our 2017
Stock Incentive Plan and 50,000 shares of common stock subject to
other outstanding stock options.
Except
as otherwise expressly provided in our Charter, or as required by
applicable law, all shares of our common stock have the same rights
and privileges and rank equally, share ratably and are identical in
all respects as to all matters, including, without limitation,
those described below. All outstanding shares of our common stock
are fully paid and nonassessable.
Voting
Rights. The holders of our
common stock are entitled to one vote per share on all matters. Par
common stock does not have cumulative voting rights, which means
that holders of the shares of our common stock with a majority of
the votes to be cast for the election of directors can elect all
directors then being elected.
Dividends. Each share of our common stock has an equal
and ratable right to receive dividends to be paid from our assets
legally available therefore when, as and if declared by our Board
of Directors. We have never declared or paid cash dividends on our
common stock, and we do not anticipate paying cash dividends on our
common stock in the foreseeable future.
Liquidation. In
the event we dissolve, liquidate or wind up, the holders of our
common stock are entitled to share equally and ratably in the
assets available for distribution after payments are made to our
creditors and to the holders of any outstanding preferred
stock we may designate and issue in the future with liquidation
preferences greater than those of our common
stock.
Other. The holders of shares of our common stock
have no preemptive, subscription or redemption rights and are not
liable for further call or assessment. All of the outstanding
shares of our common stock are, and the shares of
common stock offered hereby will be, fully paid and
nonassessable.
DIVIDEND POLICY
Each
share of our common stock has an equal and ratable right to receive
dividends to be paid from our assets legally available therefore
when, as and if declared by our Board of Directors. We have never
declared or paid cash dividends on our common stock, and we do not
anticipate paying cash dividends on our common stock in the
foreseeable future.
DESCRIPTION OF CERTAIN PROVISIONS OF DELAWARE
LAW AND
OUR CERTIFICATE OF INCORPORATION AND BYLAWS
Certain
provisions of Delaware law, our Charter and Bylaws discussed below
may have the effect of making more difficult or discouraging a
tender offer, proxy contest or other takeover attempt. These
provisions are expected to encourage persons seeking to acquire
control of our company to first negotiate with our Board of
Directors. We believe that the benefits of increasing our ability
to negotiate with the proponent of an unfriendly or unsolicited
proposal to acquire or restructure our company outweigh the
disadvantages of discouraging these proposals because negotiation
of these proposals could result in an improvement of their
terms.
Delaware Anti-Takeover Law.
We are subject to Section 203
(“Section 203”) of the Delaware General Corporation Law
(the “DGCL”). In general, Section 203 prohibits a
publicly held Delaware corporation from engaging in “business
combination” transactions with any “interested
stockholder” for a period of three years following the time
that the stockholder became an interested stockholder,
unless:
●
prior
to the date of the transaction, the board of directors of the
corporation approved either the business combination or the
transaction which resulted in the stockholder becoming an
interested stockholder;
●
upon
consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced, excluding for
purposes of determining the voting stock outstanding (but not the
voting stock owned by the interested stockholder) shares owned by
directors who are also officers of the corporation and shares owned
by employee stock plans in which the employee participants do not
have the right to determine confidentially whether shares held
subject to the plan will be tendered in a tender or exchange offer;
or
●
at
or subsequent to the date of the transaction, the business
combination is approved by the Board of Directors and authorized at
an annual or special meeting of stockholders, and not by written
consent, by the affirmative vote of at least 66 2/3% of the
outstanding voting stock which is not owned by the interested
stockholder.
A
“business combination” is defined to include, in
general and subject to exceptions, a merger of the corporation with
the interested stockholder; a sale of 10% or more of the market
value of the corporation’s consolidated assets to the
interested stockholder; certain transactions that result in the
issuance of the corporation’s stock to the interested
stockholder; a transaction that has the effect of increasing the
proportionate share of the corporation’s stock owned by the
interested stockholder; and any receipt by the interested
stockholder of loans, guarantees or other financial benefits
provided by the corporation. An “interested
stockholder” is defined to include, in general and subject to
exceptions, a person that (1) owns 15% or more of the outstanding
voting stock of the corporation, or (2) is an
“affiliate” or “associate” (as defined in
Section 203) of the corporation and was the owner of 15% or more of
the corporation’s outstanding voting stock at any time within
the prior three year period.
A
Delaware corporation may opt out of Section 203 with an express
provision in its original certificate of incorporation or by an
amendment to its certificate of incorporation or bylaws expressly
electing not to be governed by Section 203 and approved by a
majority of its outstanding voting shares. We have not opted out of
Section 203. As a result, Section 203 could delay, deter or prevent
a merger, change of control or other takeover of our company that
our stockholders might consider to be in their best interests,
including transactions that might result in a premium being paid
over the market price of our Common Stock, and may also limit the
price that investors are willing to pay in the future for our
Common Stock.
Charter and Bylaws.
Our
Charter and Bylaws contain provisions that could make the
acquisition of the Company more difficult by means of a tender
offer, a proxy contest or otherwise. These provisions are
summarized below:
Undesignated Preferred
Stock. The authorization of our
undesignated preferred stock makes it possible for our Board of
Directors to issue preferred stock with voting or other rights or
preferences that could impede the success of any attempt to change
control of us. These and other provisions may have the effect of
deferring hostile takeovers or delaying changes of control of our
management.
Size of Board and
Vacancies. Newly created
directorships resulting from any increase in our authorized number
of directors or any vacancies on the Board of Directors resulting
from death, resignation, disqualification, removal or other causes
and any newly created directorships resulting from any increase in
the number of directors, shall, unless the Board of Directors
determines by resolution that any such vacancies or newly created
directorships shall be filled by stockholder vote, be filled only
by the affirmative vote of a majority of the directors then in
office, even though less than a quorum of the Board of
Directors.
No Cumulative
Voting. Our Charter and
Bylaws do not provide for cumulative voting in the election of
directors.
Stockholder
Meetings. Our
Bylaws provide that special meetings of our stockholders
may be called only by our President or by our Board of Directors or
by the President at the request of holders of not less than 51% of
all outstanding shares of our voting stock.
Choice of
Forum
Our
Bylaws provide that, unless we consent in writing to the selection
of an alternative forum, the Court of Chancery of the State of
Delaware will be the sole and exclusive forum for (i) any
derivative action or proceeding brought on behalf of the Company,
(ii) any action asserting a claim of breach of a fiduciary duty
owed by, or other wrongdoing by, any director, officer, or other
employee of the Company to the Company or the Company’s
stockholders, (iii) any action asserting a claim against the
Company arising pursuant to any provision of the DGCL, our Charter
or our Bylaws, or (iv) any action to interpret, apply, enforce or
determine the validity of our Charter or our Bylaws, or (v) any
action asserting aclaim against the Company governed by the
internal affairs doctrine. Our Bylaws provide that any person or
entity purchasing or otherwise acquiring any interest in shares of
our common stock will be deemed to have notice of and to have
consented to this choice of forum provision.
This exclusive forum provision does not apply to
establish the Delaware Court of Chancery as the forum for actions
or proceedings brought to enforce a duty or liability created by
the Securities Act or the Exchange Act or any other claim for which
the federal courts have exclusive jurisdiction.
This exclusive
forum provision may limit a stockholder’s ability to
choose its preferred judicial forum for disputes with us or our
directors, officers, employees or agents, which may discourage the
filing of lawsuits with respect to such claims. If a court were to
find this exclusive forum provision to be inapplicable or
unenforceable in an action, we may incur additional costs
associated with resolving such action in another jurisdiction,
which could adversely affect our business and financial
condition.
LEGAL MATTERS
Certain
legal matters in connection with this offering will be passed upon
for us by Disclosure Law Group, a Professional Corporation, of San
Diego, California.
EXPERTS
Rosenberg Rich
Baker Berman, P.A., our independent
registered public accounting firm, has audited our consolidated
financial statements included in our Annual Report on Form 10-K for
the year ended December 31, 2019, as set forth in their
report, which is incorporated by reference in this prospectus. Our
financial statements are incorporated by reference in reliance
on Rosenberg Rich Baker Berman, P.A.’s report, given on their authority as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are
a public company and subject to the informational requirements of
the Exchange Act and in accordance therewith we file annual,
quarterly, and other reports, proxy statements and other
information with the Commission under the Exchange Act. Such
reports, proxy statements and other information, including the
Registration Statement, and exhibits and schedules thereto, are
available to the public through the Commission’s website at
www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE
The
following documents filed by us with the SEC are incorporated by
reference in this prospectus:
●
our Annual Report
on Form 10-K for the year ended December 31, 2019, filed on March
10, 2020;
●
our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2020, filed on
April 29, 2020;
●
Our Current Report
on Form 8-K filed on April 2, 2020;
●
Our Current Report
on Form 8-K filed on May 5, 2020;
●
Our Current Report
on Form 8-K filed on May 29, 2020;
●
Our Current Report
on Form 8-K filed on June 2, 2020;
●
Our Current Report
on Form 8-K filed on June 8, 2020; and
●
the
description of our common stock which is registered under Section
12 of the Exchange Act, in our registration statement on Form 8-A,
filed on September 8, 2017, including any amendment or reports
filed for the purposes of updating this description.
We
also incorporate by reference all documents we file pursuant to
Section 13(a), 13(c), 14 or 15 of the Exchange Act (other than any
portions of filings that are furnished rather than filed pursuant
to Items 2.02 and 7.01 of a Current Report on Form 8-K) after the
date of the initial registration statement of which this prospectus
is a part and prior to effectiveness of such registration
statement. All documents we file in the future pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this prospectus and prior to the termination of the offering are
also incorporated by reference and are an important part of this
prospectus.
Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this registration statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this registration statement.
We
will provide to each person, including any beneficial owner, to
whom a prospectus is delivered, a copy of any or all of the
information that has been incorporated by reference in the
prospectus but not delivered with the prospectus. You may request a
copy of these filings, excluding the exhibits to such filings which
we have not specifically incorporated by reference in such filings,
at no cost, by writing to or calling us at:
Wrap Technologies, Inc.
1817 W 4th Street
Tempe,
Arizona 85281
(800) 583-2652
This
prospectus is part of a registration statement we filed with the
SEC. You should only rely on the information or representations
contained in this prospectus and any accompanying prospectus
supplement. We have not authorized anyone to provide information
other than that provided in this prospectus and any accompanying
prospectus supplement. We are not making an offer of the securities
in any state where the offer is not permitted. You should not
assume that the information in this prospectus or any accompanying
prospectus supplement is accurate as of any date other than the
date on the front of the document.
-13-
3,000,000 Shares
Common Stock
PROSPECTUS
,
2020
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND
DISTRIBUTION
The
following table sets forth an estimate of the fees and expenses,
other than the underwriting discounts and commissions, payable by
us in connection with the issuance and distribution of the
securities being registered. All the amounts shown are estimates,
except for the SEC and FINRA registration fees.
|
|
Amount
|
|
SEC
registration fee
|
$2,793
|
|
Legal
fees and expenses
|
$25,000
|
|
Accounting
fees and expenses
|
$5,000
|
|
Miscellaneous
fees and expenses
|
$2,000
|
|
Total
|
$34,793
|
ITEM 15. INDEMNIFICATION OF OFFICERS AND
DIRECTORS
Our amended and restated certificate of
incorporation (“Charter”) and Bylaws contain provisions relating to
the limitation of liability and indemnification of directors and
officers. Our Charter provides that a director will not be
personally liable to us or our stockholders for monetary damages
for breach of fiduciary duty as a director, except for
liability:
●
for
any breach of the director’s duty of loyalty to us or our
stockholders;
●
for
acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
●
under Section 174 of the Delaware General
Corporation Law (the “DGCL”); or
●
for
any transaction from which the director derived any improper
personal benefit.
Our
Charter also provides that if the DGCL is amended to authorize
corporate action further eliminating or limiting the personal
liability of directors, then the liability of our directors will be
eliminated or limited to the fullest extent permitted by the
DGCL.
Our Bylaws provide that we will indemnify our
directors and officers to the fullest extent not prohibited by the
DGCL; provided, however,
that we may limit the extent of such
indemnification by individual contracts with our directors and
executive officers; and provided, further, that we are not required
to indemnify any director or executive officer in connection with
any proceeding (or part thereof) initiated by such person or any
proceeding by such person against us or our directors, officers,
employees or other agents unless:
●
such
indemnification is expressly required to be made by
law;
●
the
proceeding was authorized by the board of directors;
or
●
such
indemnification is provided by us, in our sole discretion, pursuant
to the powers vested in us under the DGCL.
Our
Bylaws provide that we shall advance, prior to the final
disposition of any proceeding, promptly following request therefor,
all expenses by any director or executive officer in connection
with any such proceeding upon receipt of any undertaking by or on
behalf of such person to repay said amounts if it should be
determined ultimately that such person is not entitled to be
indemnified under Article XI of our Bylaws or otherwise.
Notwithstanding the foregoing, unless otherwise determined, no
advance shall be made by us if a determination is reasonably and
promptly made by the Board of Directors by a majority vote of a
quorum of directors who were not parties to the proceeding, or if
such a quorum is not obtainable, or even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in
a written opinion, that the facts known to the decision-making
party at the time such determination is made demonstrate clearly
and convincingly that such person acted in bad faith or in a manner
that such person did not believe to be in or not opposed to our
best interests.
Our
Bylaws also authorize us to purchase insurance on behalf of any
person required or permitted to be indemnified pursuant to our
Bylaws.
Section
145(a) of the DGCL authorizes a corporation to indemnify any person
who was or is a party, or is threatened to be made a party, to a
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation), by reason of
the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with such action,
suit or proceeding, if the person acted in good faith and in a
manner the person reasonably believed to be in, or not opposed to,
the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
the person’s conduct was unlawful.
Section
145(b) of the DGCL provides in relevant part that a corporation may
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit
by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses (including attorneys’
fees) actually and reasonably incurred by the person in connection
with the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation
and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action
or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
The
DGCL also provides that indemnification under Section 145(d) can
only be made upon a determination that indemnification of the
present or former director, officer or employee or agent is proper
in the circumstances because such person has met the applicable
standard of conduct set forth in Section 145(a) and
(b).
Section
145(g) of the DGCL also empowers a corporation to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any
such capacity, or arising out of such person’s status as
such, whether or not the corporation would have the power to
indemnify such person against such liability under Section 145 of
the DGCL.
Section
102(b)(7) of the DGCL permits a corporation to provide for
eliminating or limiting the personal liability of one of its
directors for any monetary damages related to a breach of fiduciary
duty as a director, as long as the corporation does not eliminate
or limit the liability of a director for acts or omissions which
(1) which breached the director’s duty of loyalty to the
corporation or its stockholders, (2) which were not in good faith
or which involve intentional misconduct or knowing violation of
law, (3) under Section 174 of the DGCL; or (4) from which the
director derived an improper personal benefit.
We
have obtained directors’ and officers’ insurance to
cover our directors and officers for certain
liabilities.
Item 16. Exhibits.
|
Opinion
of Disclosure Law Group, a Professional Corporation, filed
herewith.
|
|
|
Consent
of Disclosure Law Group, a Professional Corporation (included in
Exhibit 5.1).
|
|
|
Consent
of Independent Registered Public Accounting Firm –
Rosenberg Rich Baker Berman, P.A.
(previously filed).
|
|
|
Power
of Attorney (previously
filed)
|
Item 17. Undertakings.
(a) The undersigned
registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
(i) To
include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or any decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering
price set forth in the “Calculation of Registration
Fee” table in the effective registration statement;
and
(iii)
To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the SEC by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement, or is
contained in a form of prospectus filed pursuant to Rule 424(b)
that is part of the registration statement.
(2)
That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4)
That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3)
shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the
registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5) or (b)(7) as part of the registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii) or (x) for the purpose of providing
the information required by Section 10(a) of the Securities
Act shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which
the prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof. Provided,
however, that no statement made in a registration
statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by
reference into the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in
any such document immediately prior to such effective
date.
(b) The undersigned
registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the
registrant’s annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan’s
annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as
indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City
Tempe, State of Arizona, on July
7, 2020.
|
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WRAP TECHNOLOGIES, INC.
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||
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By:
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/s/ David Norris
|
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David
Norris
|
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|
|
|
Chief Executive Officer
|
|
Pursuant
to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
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Name
|
|
Position
|
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Date
|
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/s/ *
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Chief Executive Officer and Director
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July 7, 2020
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David Norris
|
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(Principal Executive Officer)
|
|
|
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|
/s/ *
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Chief Financial Officer, Secretary, Treasurer
|
|
July
7, 2020
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James A. Barnes
|
|
(Principal Accounting Officer)
|
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/s/ *
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Executive Chairman of Board
|
|
July
7, 2020
|
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Scot Cohen
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/s/ *
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Director
|
|
July
7, 2020
|
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Patrick Kinsella
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/s/ *
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Director
|
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July
7, 2020
|
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Michael Parris
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/s/ *
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Director
|
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July
7, 2020
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Wayne R. Walker
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* By: /s/ David
Norris
Attorney-in-Fact
II-4
Exhibit 5.1
July 7, 2020
Wrap Technologies, Inc.
1817 W. 4th
Street
Tempe, Arizona 85281
Ladies and Gentlemen:
We have acted as legal counsel to Wrap
Technologies, Inc., a Delaware corporation (the
“Company”), in connection with its registration
statement on Form S-3 (the “Registration
Statement”), first filed
on June 19, 2020 with the Securities and Exchange Commission (the
“Commission”), relating to the proposed resale of up to
3,000,000 shares (the “Shares”) of the Company’s common stock, par
value $0.0001 per share (“Common
Stock”), by the selling
stockholders identified in the Registration Statement (the
“Selling
Stockholders”). This
opinion letter is furnished to you at your request to enable you to
fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17
C.F.R. § 229.601(b)(5), in connection with the Registration
Statement.
As
the basis for the opinion hereinafter expressed, we have examined
such statutes, Company corporate records and documents,
certificates of Company and public officials, and other instruments
and documents as we deemed relevant or necessary for the purposes
of the opinion set forth below.
In
making our examination, we have assumed the legal capacity of all
natural persons, that all signatures on documents examined by us
are genuine, the authenticity of all documents submitted to us as
originals and the conformity with the original documents of all
documents submitted to us as certified, conformed or photostatic
copies. We have also assumed the accuracy and completeness of all
information provided to us by the Company during the course of our
investigations, on which we have relied in issuing the opinion
expressed below. We have relied upon a certificate and other
assurances of officers of the Company and others as to factual
matters without having independently verified such factual matters.
In connection with the opinion hereinafter expressed, we have
assumed that all of the Shares will be resold in the manner stated
in the prospectus forming a part of the Registration
Statement.
Based
on the foregoing and on such legal considerations as we deem
relevant, and subject to the qualifications, assumptions and
limitations stated herein and in reliance on the statements of fact
contained in the documents we have examined, we are of the opinion
that the Shares will be duly authorized, validly issued, fully paid
and nonassessable.
The
opinions expressed herein are with respect to, and limited to, the
corporate laws of the State of Delaware and the federal laws of the
United States, in each case as currently in effect, and we express
no opinion as to the effect of the laws of any other
jurisdiction.
We
hereby consent to the reference to us under the caption
“Legal Matters” in the prospectus forming a part of the
Registration Statement and to the filing of this opinion letter as
an exhibit to the Registration Statement, and any amendments
thereto. In giving this consent, we do not admit that we are
included in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Commission promulgated
thereunder.
Very
truly yours,
/s/ Disclosure Law Group
Disclosure
Law Group, a Professional Corporation