false 0001702924 0001702924 2023-08-16 2023-08-16

 

 

 

 

 

 

Pursuant to Section 13 or 15(d) of the

 

Date of Report (Date of earliest event reported): August 16, 2023

 

 

 

 

 

 

 

 

 

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):

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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 2.01 Completion of Acquisition or Disposition of Assets

 

As previously disclosed by Wrap Technologies, Inc. (the “Company”) in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on August 10, 2023 (the “Quarterly Report”), the Company entered into a Membership Interest Purchase Agreement, dated as of August 9, 2023 (the “Purchase Agreement”), and the members of Intrensic, LLC, a Delaware limited liability company (“Intrensic”), including Kevin Mullins, the Company’s Chief Executive Officer (collectively, “Sellers”), and Buford Ortale, as Sellers’ Representative, pursuant to which the Company agreed to purchase, and Sellers agreed to sell, all of the Membership Interest of Intrensic for a total purchase price of: (i) $553,588 in cash; and (ii) 1,250,000 shares of the Company’s common stock, par value $0.0001 (“Common Stock”) (collectively, the “Purchase Price”) (the “Acquisition”).  The Acquisition was consummated on August 16, 2023 (the “Closing Date”) in accordance with the terms of the Purchase Agreement. On the Closing Date, the Company paid the Purchase Price to the Sellers.

 

The foregoing description of the Purchase Agreement does not purport to be complete, and is qualified in its entirety by reference the description of the Purchase Agreement in the Quarterly Report, and to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and which is incorporated by reference herein.

 

The Purchase Agreement has been filed as Exhibit 10.1 to this report to provide investors and securities holders with information regarding its terms. It is not intended to provide any other factual information about the parties to the Purchase Agreement or the business acquired. The Purchase Agreement contains representations and warranties that the parties to the Purchase Agreement made solely for the benefit of each other. The assertions embodied in such representations and warranties are qualified by information contained in confidential disclosure schedules that the parties exchanged in connection with signing the Purchase Agreement. In addition, these representations and warranties (i) may be intended not as statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove to be inaccurate, (ii) may apply materiality standards different from what may be viewed as material to investors and securities holders, and (iii) were made only as of the date of the Purchase Agreement or as of such other date or dates as may be specified in the Purchase Agreement. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Investors and securities holders 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.

 

 

Please see Item 2.01 above with respect to the issuance of shares of the Company’s Common Stock to the Sellers on the Closing Date, which shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended.

 

Item 9.01   Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

**  Certain portions of this exhibit (indicated by “[***]”) have been omitted as the Company has determined (i) the omitted information is not material and (ii) the omitted information would likely cause harm to the Company if publicly disclosed.

 

 

 

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.