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| EX-99.1 - PRESS RELEASE - WRAP TECHNOLOGIES, INC. | ex99-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): April 19, 2021
WRAP TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its Charter)
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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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1817 W 4th
Street, Tempe, Arizona 85281
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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 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 19, 2021, Wrap Technologies, Inc.
(the “Company”) appointed Kimberly Sentovich, TJ Kennedy,
Jeffrey Kukowski, and Kevin Sherman to the Company’s Board of
Directors (the “Board”), to serve until the
Company’s next annual meeting of stockholders or until their
successor is duly elected and qualified.
Ms.
Sentovich, 53, is a seasoned merchandising, operations, IT and
supply chain executive with 30 years of experience with
multi-billion-dollar profit and loss responsibility. From 2017
to 2019, Ms. Sentovich served as the Senior Vice President of
Operations for Torrid, an apparel retailer. From 2015 to
2017, Ms. Sentovich was Executive Vice President of Stores and
Logistics at Gymboree, responsible for all 1,300 company owned
stores in North America. Ms. Sentovich previously spent
seven years (2008-2015) at Walmart rising from Regional Vice
President of Operations – California to Divisional Senior
Vice President of Operations – Pacific Division and fifteen
years at The Home Depot (1993-2008) rising to the level of Regional
Vice President of Operations. Ms. Sentovich serves on the
board of directors of One Stop Systems (NASDAQ: OSS) from 2019 to
present, the Children's Hospital of Orange County from 2016 to
present, on which she serves on the Executive Committee,
Compensation Committee, Nominating Committee, and Finance
Committee. Ms. Sentovich obtained her MBA from The Paul Merage
School of Business, University of California, Irvine, and her B.A.
in Philosophy and Political Science with a Minor in economics from
Bryn Mawr College.
Mr. Sherman, 51, currently serves as the Interim
Chief Executive Officer, Chief Marketing Officer, and Chief Revenue
Officer of Tractor Beverages, Inc. (“Tractor”), where he has served since 2018. Mr.
Sherman also serves as a member of the board of directors of
Tractor since 2015. From 2012 to 2017, Mr. Sherman served as a
member of the board of directors, Chief Executive Officer,
President, and Chief Marketing Officer of True Drinks, Inc. Mr.
Sherman holds a Bachelor of Arts in Philosophy from Gordon College
and a Masters of Arts in Educational Administration from Loyola
Marymount University.
Mr. Kennedy, 49, has served as the Chief Executive
Officer, president, and member of the board of directors of Qumu,
Inc. (NASDAQ: QUMU) (“Qumu”) since July 2020. Qumu provides the
tools to create, manage, secure, distribute and measure the success
of live and on-demand video for enterprises From January 2019 to
July 2020, Mr. Kennedy served as the Chief Executive Officer and
member of the board of directors of Allerio, Inc. and the board of
directors of the Public Safety Network from January 2018 to
present. From 2013 to January 2018, Mr. Kennedy served as the
President of FirstNet – First Responder Network
Authority. Mr. Kennedy holds a Bachelor of Science in Health
Promotion and Education from the University of Utah, and a Masters
of Business Administration from Johns Hopkins
University.
Mr.
Kukowski, 53, is currently the Chief Executive Officer and a
director of Cloudbolt Software, and enterprise cloud management
leader, having served in that capacity since April 2020. From May
2019 to January 2020, Mr. Kukowski was the Chief Revenue Officer of
Yubico, the leading provider of hardware authentication security
keys. He was the Chief Executive Officer and a director of
SecureAuth from August 2015 to November 2018. SecureAuth is a
leader in the identity and access management space. Prior to
joining SecureAuth, Mr. Kukowski was the Chief Operating Officer of
Axon (formerly Taser International: Nasdaq: AXON), from June 2010
to December 2014. Prior to Axon, Mr. Kukowski was the Chief
Executive Officer and a director of Sellit Social Commerce, from
March 2009 to June 1010. Mr. Kukowski has also served as the Chief
Operating Officer and a director of Destinator Technologies (TSX:
ICS), from April 2005 to October 2008. Mr. Kokowski graduated from
the University of Chicago Booth School of Business with an Masters
in Business Administration and holds a Bachelor of Arts in
Economics from Northwestern University.
Mr.
Kukowski and Ms. Sentovich were designated by Mr. Elwood Norris, a
shareholder and officer of the Company, and the Nominating and
Corporate Governance Committee of the Board, respectively, to serve
on the Board pursuant to the terms of a Cooperation Agreement,
dated March 4, 2021, which Cooperation Agreement is filed as
Exhibit 10.1 to the Current Report on Form 8-K filed on March 9,
2021.
As compensation as independent directors, each of
Ms. Sentovich and Messrs. Kennedy, Kukowski, and Sherman will
receive (i) a $62,500 annual cash retainer, payable in equal
quarterly installments prorated for 2021, (ii) that number of
restricted stock units (“RSUs”) equal to $62,500 (prorated for the
balance of 2021) divided by the fair market value of the
Company’s common stock, par value $0.0001 per share
(“Common
Stock”), as reported on
the Nasdaq Capital Market on the date of grant, which RSUs shall
vest in monthly installments through the balance of 2021, and (iii)
an initial grant of options to purchase 30,000 shares of Company
Common Stock at an exercise price based the closing price of the
Company’s Common Stock as reported on the Nasdaq Capital
Market on the date of grant, which options shall expire, if not
previously exercised, ten years from the date of grant, and shall
vest as follows: (y) 50% on the one-year anniversary of the date of
grant, and (z) the remaining 50% in four equal quarterly
installments over the following year.
Except as disclosed
herein, there are no related party transactions between the Company
and Ms. Sentovich and Messrs.
Kennedy, Kukowski, and Sherman that would require
disclosure under Item 404(a) of Regulation S-K, nor are there any
further arrangements or understandings in connection with their
appointment as members of the Company’s
Board.
A copy of the press release announcing the
appointments of Ms. Sentovich and
Messrs. Kennedy, Sherman, and Kukowski to the Board is attached to this Current Report on
Form 8-K as Exhibit 99.1, and is incorporated by reference
herein.
Contemporaneous with the appointment
of Ms. Sentovich and
Messrs. Kennedy, Sherman, and Kukowski to the Board, Mr. David Norris, a current
member of the Board, has tendered his resignation as a member of
the Board, effective at the 2021 Annual Meeting of Stockholders to
be held on June 22, 2021 (“Annual
Meeting”), and the Board
will recommend that Mr. Thomas Smith, the Company’s Chief
Executive Officer, be elected to serve as a director at the Annual
Meeting. Mr. Norris’ decision to resign effective at
the Annual Meeting was not the result of any dispute or
disagreements with the Company on any matter relating to the
Company’s operations, policies or
practices.
Item 8.01. Other Events.
See Item
5.02.
Item 9.01 Financial Statements and Exhibits
See Exhibit
Index.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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WRAP TECHNOLOGIES, INC.
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Date: April 23,
2021
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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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Press Release Dated April
23, 2021
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