false
0001702924
0001702924
2022-11-22
2022-11-22
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): November 22, 2022
WRAP TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its Charter)
Delaware
|
000-55838
|
98-0551945
|
(State or other jurisdiction
of incorporation)
|
(Commission File No.)
|
(IRS Employer
Identification No.)
|
1817 W 4th Street, Tempe, Arizona 85281
|
(Address of principal executive offices)
|
|
(800) 583-2652
|
(Registrant’s Telephone Number)
|
|
Not Applicable
|
(Former name or address, if changed since last report)
|
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))
|
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, par value $0.0001 per share
|
WRAP
|
Nasdaq Capital Market
|
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 November 22, 2022, Wrap Technologies, Inc. (the “Company”), entered into a Professional Services and Technology Acquisition Agreement (the “Agreement”) with Lumeto, Inc. and Spatial Industries Group, Inc. (collectively, “Service Provider”), pursuant to which Service Provider will provide to the Company certain technology, services, and perpetual licenses for use within the Company’s Wrap Reality virtual simulation training platform (the “Technology, Services, and License”), in exchange for (a) a cash payment upon the execution of the Agreement of $700,000, (b) a cash payment of $125,000 upon the completion of certain project delivery deadlines, with such delivery deadline projected to be on February 13, 2022, and (c) a cash payment of $125,000 upon the completion and delivery of the final Technology, Services, and License. Among other things, the Company expects to realize the benefit of an upgraded cloud virtual reality platform as well as capabilities and resources to support its growth of law enforcement and corrections virtual reality training modules and enhanced capabilities.
The foregoing description of the Agreement does not purport to be complete, and is qualified in its entirety by reference to the Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Items.
See Item 1.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
|
|
Description
|
|
|
Professional Services and Technology Acquisition Agreement, dated November 22, 2022, by and between Wrap Technologies, Inc., Lumeto, Inc. and Spatial Industries Group, Inc.*
|
104
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
* Portions of this exhibit (indicated by asterisks) have been omitted under rules of the SEC permitting the confidential treatment of select information.
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.
|
WRAP TECHNOLOGIES, INC.
|
|
|
|
|
|
Date: November 29, 2022
|
By:
|
/s/ TJ Kennedy
|
|
|
|
TJ Kennedy
|
|
|
|
Chief Executive Officer
|
|