Attached files
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): October 30, 2018
WRAP TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its Charter)
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Delaware
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000-55838
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98-0551945
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(State
or other jurisdiction
of
incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification
No.)
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4620 Arville
Street, Suite. E, Las Vegas, Nevada 89103
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(Address
of principal executive offices)
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(800)
583-2652
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(Registrant’s
Telephone Number)
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Not Applicable
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(Former
name or address, if changed since last report)
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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 1.01. Entry into a Material Definitive
Agreement
See
Item 3.02.
Item 3.02. Unregistered Sales of Equity Securities
On October 30, 2018 (the
“Closing
Date”), Wrap
Technologies, Inc. (the “Company”) entered into subscription agreements, a
form of which is attached hereto as Exhibit 10.1 (the
“Subscription
Agreements”), with
certain accredited investors (each, a “Purchaser”), pursuant to which the Company offered
and sold to the Purchasers an aggregate of 4,561,074 units
(“Units”) for $3.00 per Unit, with each Unit
consisting of one share of the Company’s common stock, par
value $0.0001 per share (“Common Stock”), and a two-year
warrant to purchase one share of Common Stock at an exercise price
of $5.00 per share, a form of which is attached hereto as Exhibit
4.1 (“Investor
Warrant”) (the
“Offering”).
In
Connection with the Offering, the Company also entered into
registration rights agreements (the “Registration Rights Agreements”),
a form of which is attached hereto as Exhibit 10.2, with each of
the Purchasers, pursuant to which the Company agreed to file a
registration statement with the Securities and Exchange Commission
no later than 30 days after the Closing Date in order to register,
on behalf of the Purchasers, the shares of Common Stock and shares
of Common Stock issuable upon exercise of the Investor Warrants
issued to the Purchasers as a result of the Offering.
Katalyst Securities
LLC (“Katalyst”) acted as the
Company’s lead placement agent in connection with the
Offering, and Chardan Capital Markets LLC acted as a co-agent in
the Offering. Katalyst or its designees authorized by Katalyst were
paid (i) a cash fee of approximately $1,368,304, (ii) $100,000 in
expenses, and (iii) Katalyst was issued a two-year warrant to
purchase 456,107 shares of Common Stock, or 10% of the Units sold
in the Offering, at an exercise price of $3.00 per share
(“Placement Agent
Warrant”), as compensation for services rendered by
Katalyst in connection with the Offering. A form of the Placement
Agent Warrant is attached hereto as Exhibit 4.2.
The
Offering resulted in net proceeds to the Company of approximately
$12,140,000, after deducting the placement agents’
commissions, fees and expenses and the Company’s Offering
expenses. The Company expects to use the proceeds for product
development, manufacturing, sales and marketing and for general
working capital purposes.
The issuance of the shares of Common Stock and
Investor Warrants issued as a part of the Units and the Placement
Agent Warrant were each exempt from the registration requirements
of the Securities Act of 1933, as amended (the
“Securities
Act”), in reliance
on the exemptions provided by Section 4(a)(2) of the Securities Act
as provided in Rule 506 of Regulation D promulgated thereunder. The
shares of Common Stock, Investor Warrants, Placement Agent Warrants
and the Common Stock issuable upon exercise of the Investor
Warrants and the Placement Agent Warrants have not been registered
under the Securities Act or any other applicable securities laws,
and unless so registered, may not be offered or sold in the United
States except pursuant to an exemption from the registration
requirements of the Securities Act.
The
foregoing descriptions of the Investor Warrant, Placement
Agent Warrant, Subscription
Agreement, and Registration
Rights Agreement do not purport to be
complete, and are qualified in their entirety by reference to the
same, attached hereto as Exhibits 4.1, 4.2, 10.1 and 10.2,
respectively, each of which are incorporated by reference
herein.
Item 8.01. Other Events.
On
October 31, 2018, the Company issued a press release announcing the
Offering, a copy of which is attached to this Current Report on
Form 8-K as Exhibit 99.1, and is incorporated by reference
herein.
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.
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WRAP TECHNOLOGIES, INC.
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Date:
November 5, 2018
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By:
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/s/ James A.
Barnes
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James
A. Barnes
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Chief
Financial Officer, Treasurer and Secretary
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Exhibit Index
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Exhibit No.
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Description
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Form of
Investor Warrant
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Form of
Placement Agent Warrant
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Form of
Subscription Agreement, dated October 30, 2018
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Form of
Registration Rights Agreement, dated October 30, 2018
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Press
Release, dated October 31, 2018
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