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EX-5.1 - OPINION ON LEGALITY - WRAP TECHNOLOGIES, INC. | ex5-1.htm |
As filed with the
Securities and Exchange Commission on December 6,
2018
Registration No.
333-228579
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
(Amendment No. 1)
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WRAP TECHNOLOGIES, INC.
(Exact Name of Registrant as
Specified in its Charter)
Delaware
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3480
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98-0551945
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(State
or other jurisdiction of incorporation or
organization)
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(Primary
Standard Industrial Classification Number)
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(I.R.S.
Employer
Identification
Number)
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4620 Arville Street, Ste E
Las Vegas, Nevada 89103(800) 583-2652
(Address, including zip code and
telephone number, including area code, of registrant’s
principal executive offices)
James A. Barnes
Chief Financial Officer, Secretary and Treasurer
Wrap Technologies, Inc.
4620 Arville Street, Suite E
Las Vegas, Nevada 89103
(800) 583-2652
(Name, address, including zip code
and telephone number, including area code, of agent for
service)
Copy of correspondence to:
Daniel
W. Rumsey, Esq.
Caitlin
Murphey, Esq.
Disclosure
Law Group
655
West Broadway, Suite 870
San
Diego, CA 92101
(619)
272-7062
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. [X]
If
this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, 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 post-effective amendment filed pursuant to Rule
462(d) 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. [ ]
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. (Check one):
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 7(a)(2)(B) of the Securities 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)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount
of
Registration
Fee (3)
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Common Stock, par
value $0.0001 per share
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9,578,255
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(3)
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$
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38,456,693
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$
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4,660.96
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(4)
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(1)
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In accordance with
Rule 416 under the Securities Act of 1933, as amended (the
“Securities
Act”), the shares of common stock being registered
hereunder include such indeterminate number of shares of common
stock as may be issuable with respect to the shares being
registered hereunder as a result of stock splits, stock dividends
or similar transactions.
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(2)
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Estimated solely
for the purpose of calculating the registration fee in accordance
with Rule 457(c) under the Securities Act, based on the average of
the high and low prices of the Registrant’s common stock on
the OTCQB Venture Market on November 26, 2018.
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(3)
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Consists of (i)
4,561,074 shares of common stock currently outstanding and held by
the selling stockholders identified herein, (ii) 4,561,074
shares of common stock issuable upon exercise of common stock
purchase warrants currently held by the selling stockholders
identified herein, and (iii) 456,107 shares of common stock
issuable upon exercise of common stock purchase warrants held by
the placement agents and their designees identified
herein.
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(4)
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Previously
paid.
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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, as
amended, or until the registration statement shall become effective
on such date as the Commission, acting pursuant to said section
8(a), may determine.
EXPLANATORY NOTE
Wrap
Technologies, Inc. (the “Company”) is filing this
Amendment No. 1 to our Registration Statement on Form S-1
(File No. 333-228579) for the sole purpose of filing Exhibits 5.1
and 23.1 with the Securities and Exchange Commission. This
Amendment No. 1 does not modify any provision of the Prospectus
that forms a part of the Registration Statement and accordingly
such Prospectus has not been included herein.
PART
II
Item
16. Exhibits and Financial Statement
Schedules
Exhibit
Number
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Description
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Stock Purchase
Agreement, dated March 22, 2017, by and between Wrap Technologies,
LLC, Petro River Oil Corp., and Megawest Energy Montana Corp.
Incorporated by reference to Exhibit 2.1 to the Registration
Statement on Form S-1, filed on April 17, 2017.
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Merger Agreement
between Wrap Technologies, LLC and Megawest Energy Montana Corp.,
dated March 30, 2017. Incorporated by reference to Exhibit 2.2 to
the Registration Statement on Form S-1, filed on April 17,
2017.
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Amended and
Restated Certificate of Incorporation of the Registrant.
Incorporated by reference to Exhibit 3.1 to the Registration
Statement on Form S-1, filed on April 17, 2017.
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Bylaws of the
Registrant. Incorporated by reference to Exhibit 3.2 to the
Registration Statement on Form S-1, filed on April 17,
2017.
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Form of Common
Stock Certificate. Incorporated by reference to Exhibit 4.1 to
Amendment No. 1 to the Registration Statement on Form S-1, filed on
May 30, 2017.
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Form of Lock-Up
Agreement, dated November 20, 2017. Incorporated by reference to
Exhibit 99.1 to Form 8-K filed on November 22, 2017.
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Form of Investor
Warrant, dated October 30, 2018. Incorporated by reference to
Exhibit 4.1 to the Current Report on Form 8-K, filed on November 5,
2018.
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Form of Placement
Agent Warrant, dated October 30, 2018. Incorporated by reference to
Exhibit 4.2 to the Current Report on Form 8-K, filed on November 5,
2018.
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Opinion of
Disclosure Law Group, a Professional Corporation
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Amended and
Restated Intellectual Property License Agreement, dated September
30, 2016, by and between Wrap Technologies, LLC and Syzygy
Licensing LLC. Incorporated by reference to Exhibit 10.1 to the
Registration Statement on Form S-1, filed on April 17,
2017.
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2017 Equity
Compensation Plan. Incorporated by reference to Exhibit 10.2 to the
Registration Statement on Form S-1, filed on April 17,
2017.
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Form
of Placement Agent Agreement, dated October 30, 2018. Incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K,
filed on November 5, 2018.
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Form
of Registration Rights Agreement, dated October 30, 2018.
Incorporated by reference to Exhibit 10.2 to the Current Report on
Form 8-K, filed on November 5, 2018.
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Code of Ethics of
the Registrant Applicable to Directors, Officers And Employees.
Incorporated by reference to Exhibit 14.1 to the Quarterly Report
on Form 10-Q, filed on November 9, 2018.
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Consent of
Disclosure Law Group, a Professional Corporation
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Consent of
Independent Registered Public Accounting Firm - Rosenberg Rich Baker
Berman, P.A, filed herewith
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Power of Attorney
(located on signature page)
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*
Filed
herewith.
**
Previously filed as
an exhibit to the Company's Registration Statement on Form S-1,
filed on November 28, 2018.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the registrant has duly
caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada, on December 6, 2018.
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Wrap
Technologies, Inc.
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By:
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/s/ David
Norris
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David
Norris
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President
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POWER OF
ATTORNEY
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.
Name
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Position
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Date
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/s/
*
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President
and Director
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December
6, 2018
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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,
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December
6, 2018
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James
A. Barnes
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Treasurer
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(Principal
Accounting Officer)
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/s/
*
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Executive
Chairman of Board
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December
6, 2018
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Scot
Cohen
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/s/
*
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Director
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December
6, 2018
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Michael
Parris
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/s/
*
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Director
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December
6, 2018
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Patrick
Kinsella
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/s/
*
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Director
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December
6, 2018
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Wayne
R. Walker
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*By:
/s/ James A.
Barnes
Attorney-in-fact