WRAP TECHNOLOGIES, INC. Files 8-K: Corporate Changes

TL;DR

WRAP TECHNOLOGIES, INC. filed an 8-K on 12/6/24 for corporate changes affecting security holders.

AI Summary

On December 6, 2024, WRAP TECHNOLOGIES, INC. filed an 8-K report detailing material modifications to security holder rights and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits, indicating potential corporate restructuring or changes affecting its shareholders.

Why It Matters

This filing signals significant corporate actions by WRAP TECHNOLOGIES, INC. that could impact the rights and structure for its security holders.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and amendments to corporate governance documents can introduce uncertainty and potential risks for investors.

Key Players & Entities

• WRAP TECHNOLOGIES, INC. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• December 6, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — h registered Common Stock, par value $0.0001 per share WRAP Nasdaq Capital Marke
• $1,000 — $0.0001 per share and a stated value of $1,000 per share (the "Series A Preferred Stoc

Filing Documents

• wrap20241209_8k.htm (8-K) — 29KB
• ex_755176.htm (EX-3.1) — 9KB
• 0001437749-24-036977.txt ( ) — 174KB
• wrap-20241206.xsd (EX-101.SCH) — 3KB
• wrap-20241206_def.xml (EX-101.DEF) — 12KB
• wrap-20241206_lab.xml (EX-101.LAB) — 15KB
• wrap-20241206_pre.xml (EX-101.PRE) — 12KB
• wrap20241209_8k_htm.xml (XML) — 3KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. As previously disclosed, on June 29, 2023, Wrap Technologies, Inc. (the "Company") entered into a Securities Purchase Agreement (as amended, the "Series A Purchase Agreement") with certain directors of the Company and certain accredited investors (collectively, the "Series A Investors"), pursuant to which it agreed to sell to the Series A Investors in a registered direct offering: (i) shares of the Company's Series A Convertible Preferred Stock, with par value $0.0001 per share and a stated value of $1,000 per share (the "Series A Preferred Stock"); and (ii) warrants to purchase shares of the Company's common stock ("Common Stock"), par value $0.0001 per share (the "Warrants"). The terms of the Series A Preferred Stock are as set forth in the Certificate of Designations filed with the Secretary of State of the State of Delaware (the "Secretary of State") on July 3, 2023 (as amended, the "Certificate of Designations"). In addition, as previously reported in a Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 2, 2024, the Company entered into an Amendment and Agreement, dated November 25, 2024, with the Series A Investors (the "Amendment Agreement"), pursuant to which, (i) the Series A Investors agreed to amend the Certificate of Designations, as described below, by filing a Certificate of Amendment to the Certificate of Designations with the Secretary of State (the "Certificate of Amendment"), and (ii) the Series A Investors and the Company agreed that all payment amounts that have accrued and are unpaid as of November 25, 2024, pursuant to the Certificate of Designations and that certain Amendment and Agreement, dated as of August 19, 2024, by and among the Company and each investor signatory thereto, will be satisfied by delivery of shares of Common Stock on or prior to November 25, 2024, with each Series A Investor entitled to receive the number of shares of C

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The matters described in Item 3.03 of this Current Report on Form 8-K related to the filing of the Certificate of Amendment are incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment of Certificate of Designations of Series A Convertible Preferred Stock. 10.1 Form of Amendment and Agreement, dated November 25, 2024, by and between Wrap Technologies, Inc. and the investors party thereto (incorporated by reference to Exhibit 10.1 to the Company ' s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 2, 2024). 104 Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

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: December 9, 2024 By: /s/ Scot Cohen Scot Cohen Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR