Current Report Filing (8-k)
March 09 2021 - 6:20AM
Edgar (US Regulatory)
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): March 4, 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 1.01 Entry into a Material Definitive
Agreement.
On March 4, 2021, the Board of Directors (the
“Board”)
of Wrap Technologies, Inc. (the “Company”)
entered into that certain Cooperation Agreement (the
“Agreement”) by and between the Company and Elwood G.
Norris and certain of his affiliates (collectively,
"Norris").
Pursuant to the Agreement, Norris agreed, among
other things, to withdraw his notice of intent to nominate a
director candidate for election and submit proposals for
consideration at the 2021 annual meeting of stockholders of the
Company (the “2021 Annual
Meeting”), to appear at
all annual or special meetings of the stockholders of the Company,
and, with certain exceptions, to vote, or cause to vote, all voting
securities beneficially owned by Norris, in accordance with the
Board’s recommendations, in exchange for the Board agreeing
to do the following: (i) the Nominating and Governance Committee of
the Board (the “Nominating
Committee”) will conduct
and conclude within 45 days a joint search process with Norris to
choose two new director candidates (each a
“New
Director” and together,
the “New
Directors”), with one New
Director to be selected by the Nominating Committee and the other
New Director to be selected by Norris with each having an approval
right of the other’s selection, which approval may not be
unreasonably withheld; (ii) appoint Thomas P. Smith as the Chief
Executive Officer of the Company; (iii) change the reporting duties
of the Chief Government Affairs Officer so that such officer
reports directly to, and takes directions from, the Company’s
Chief Executive Officer; and (iv) promptly following the 2021
Annual Meeting, elect a Chairman of the Board who meets the
“Independent Director” standards, as defined in The
Nasdaq Stock Market LLC Listing Rule 5605.
Norris has also agreed to certain customary
standstill provisions prohibiting him from, among other things, (i)
making certain announcements regarding the Company’s
transactions; (ii) soliciting proxies; (iii) selling securities of
the Company resulting in any third party owning more than 4.9% of
the outstanding shares of the Company’s common stock, $0.0001
par value per share (“Common
Stock”); (iv) taking
actions to change or influence the Board, Company management or the
direction of certain Company matters; and (v) exercising certain
stockholder rights.
Unless the parties agree otherwise, the Agreement
will terminate on the earliest of (i) the tenth day (the
“Final Replacement
Date”) following the
adjournment of the first applicable annual meeting of stockholders
of the Company, which follows the 2021 Annual Meeting, at which the
New Directors were not successfully re-elected at such meeting and
no replacements were subsequently appointed to the Board by the
Final Replacement Date; (ii) the New Directors (or any replacement)
failing to be re-nominated for election at any annual or special
meeting of stockholders at which New Directors are up for election;
and (iii) the consummation of an Extraordinary Transaction (as
defined in the Agreement). The Agreement may also be terminated by
either party upon a material breach of the other, subject to
certain cure periods.
The
Agreement contains customary representations, warranties and
agreements by the Company, for which such representations,
warranties and covenants were made solely for the benefit of the
parties thereto and may be subject to limitations agreed upon by
the contracting parties. Accordingly, the Agreement is incorporated
herein by reference only to provide investors with information
regarding the terms of the Agreement and not to provide investors
with any other factual information regarding the Company or its
business, and investors are urged not to rely on such
representations and warranties as characterizations of the actual
state of facts or circumstances at this time or any other
time.
A
copy of the Agreement is attached hereto as Exhibit 10.1, and is
incorporated herein by reference. The foregoing description of the
material terms of the Agreement does not purport to be complete and
is qualified in its entirety by reference to such
exhibit.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On March 4, 2021, the Company appointed Thomas P.
Smith as Chief Executive Officer. Prior to his appointment as the
Chief Executive Officer of the Company, Mr. Smith, age 53, was the
Interim Chief Executive Officer and President, serving in the
capacity of Interim Chief Executive Officer since October 29, 2020,
and as President since he joined the Company on March 16, 2019. Mr.
Smith co-founded TASER International (now Axon Enterprise, Inc.
– Nasdaq:AXON) (“TASER”) in 1993. He served as President of TASER
until October 2006, and as Chairman of the Board of Directors of
TASER from October 2006 until he retired to pursue entrepreneurial
activities in February 2012. In 2012 he co-founded Achilles
Technology Solutions, LLC (“Achilles”), and through its wholly-owned subsidiary
ATS Armor, LLC (“ATS Armor”), which he co-founded in 2015, developed a
line of ballistic solutions for law enforcement and military. Mr.
Smith served as the Managing Member of Achilles from 2012 to
January 2020. In addition, Mr. Smith served as the Managing Member
of ATS Armor and ATS MER (“ATS MER”), a research and development company
acquired by Achilles in 2015 that was primarily funded by
government SBIR contracts, until March 2019 and February 2019,
respectively. ATS Armor filed a petition for Chapter 7 Bankruptcy
in March 2019, and ATS MER filed a petition for Chapter 7
Bankruptcy in February 2019. Mr. Smith holds a B.S. degree in
Ecology and Evolutionary Biology from the University of Arizona and
a M.B.A. degree from Northern Arizona
University.
As compensation for his
services as Company’s Chief Executive Officer, Mr. Smith
shall be entitled to receive an annual base salary of $400,000. In
addition, Mr. Smith will be eligible to receive a bonus equal to
100% of his base salary based on the achievement of certain
performance objectives to be determined by the Compensation
Committee of the Board. He will also be granted an option to
purchase 400,000 shares of Common Stock under the Company’s
2017 Stock Incentive Plan (“Option”),
which Option shall vest one-third on the one-year anniversary of
the grant date, and the remainder in 24 equal monthly installments
over the two years thereafter, for an exercise price equal to the
closing price of the Common Stock as quoted on the Nasdaq Capital
Market on the day preceding the date of grant.
Except as disclosed herein, there are no related party transactions
between the Company and Mr. Smith that would require disclosure
under Item 404(a) of Regulation S-K, nor are there any further
arrangements or understandings in connection with the appointment
of Mr. Smith as the Company’s Chief Executive
Officer.
Item 8.01 Other Events
On
March 8, 2021, the Company issued a press release announcing the
appointment of Mr. Smith as the Chief Executive Officer of the
Company and the execution of the Agreement by the Company and
Norris. A copy of the press release is attached to this Current
Report on Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
See
Exhibit Index.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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WRAP TECHNOLOGIES, INC.
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Date:
March 9, 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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Cooperation
Agreement, dated March 4, 2021
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Press
Release Dated March 8, 2021
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