As filed with the Securities and Exchange Commission on
December 14,
2017
Registration No. 333-217340
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
WRAP TECHNOLOGIES, INC.
(Exact name or 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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(IRS Employer Identification Number)
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4620 Arville Street, Suite E
Las Vegas, Nevada 89103
(800) 583-2652
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(Address, including zip code, and telephone number, including area
code, of registrant’s principal executive
offices)
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James A. Barnes
President and Chief Financial Officer
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)
Copies of all communications to:
Daniel W. Rumsey, Esq.
Jessica R. Sudweeks, Esq.
Disclosure Law Group,
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a Professional Corporation
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600 West Broadway, Suite 700
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San Diego, California 92101
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Tel: (619) 272-7050
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Fax: (619) 330-2101
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Approximate date of commencement of proposed sale to the
public: Not
applicable. This Post-Effective Amendment No. 1 deregisters those
securities that remain unsold as of the date
hereof.
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, check the following
box. [ ]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) 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(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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(Do not check if a smaller reporting company)
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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 13(a) of the Exchange
Act. [ ]
Explanatory Note
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment (this “Amendment”) amends the Registration Statement on Form
S-1 (File No. 333-217340), filed by Wrap Technologies, Inc., a
Delaware corporation (the “Company”), initially filed with the Securities and
Exchange Commission on April 17, 2017, and declared effective on
August 10, 2017 (the “Registration
Statement”).
The
Registration Statement originally registered a total of 2,666,666
shares of common stock, par value $0.0001 per share
(“Common
Stock”), to be offered
by the Company on a best efforts basis (the
“Offering”).
The Company has sold a total of 2,328,533 shares of Common Stock
over the course of the Offering, and now desires to terminate the
Offering and deregister all unsold shares of Common
Stock.
Pursuant to the undertaking of the Company as required by Item
512(a)(3) of Regulation S-K, the Company is filing this Amendment
to deregister 338,133 shares of Common Stock previously registered
under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the registrant has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Las Vegas,
Nevada, on December 14,
2017.
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WRAP TECHNOLOGIES, INC.
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By:
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/s/ Scot Cohen
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Scot Cohen
Executive Chairman and Secretary
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Pursuant
to the requirement of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/*
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Executive Chairman and Secretary
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December 14, 2017
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Scot Cohen
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(Principal Executive Officer)
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/s/ *
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President, Chief Financial Officer and Director
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December 14, 2017
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James A. Barnes
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(Principal Accounting Officer)
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/s/*
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Director and Chief Technology Officer
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December 14, 2017
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Elwood G. Norris
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Director
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December 14,
2017
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Michael Parris
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* By: /s/
James A. Barnes
Attorney-in-fact