false 0001702924 0001702924 2024-10-07 2024-10-07
 
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): October 7, 2024
 
 
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) ☐
 
Emerging growth company ☐
 
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 5.08 Shareholder Director Nominations.
 
On October 7, 2024, the Board of Directors of Wrap Technologies, Inc. (the “Company”) determined that the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) will be held on Monday, December 23, 2024, and that the record date for the determination of stockholders of the Company entitled to receive notice of and to vote at the 2024 Annual Meeting shall be the close of business on November 5, 2024. The time and location of the 2024 Annual Meeting will be as set forth in the Company’s definitive proxy statement for the 2024 Annual Meeting to be filed with the Securities and Exchange Commission.
 
Due to the fact that the date of the 2024 Annual Meeting has been changed by more than 30 days from the anniversary date of the 2023 Annual Meeting of Stockholders, the Company is providing the due date for submission of any qualified stockholder proposal or qualified stockholder nominations.
 
Stockholders of the Company who wish to have a proposal considered for inclusion in the Company’s proxy materials for the 2024 Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”), must ensure that such proposal is received by the Company’s Chief Executive Officer, Scot Cohen, at 1817 W 4th Street, Tempe, Arizona 85281, on or before the close of business on October 21, 2024 which the Company has determined to be a reasonable time before it expects to begin in print and send its proxy materials in accordance with Rule 14a-5(f) and Rule 14a-8(e) under the Exchange Act. Any such proposal must also meet the requirements set forth in the rules and regulations of the Securities and Exchange Commission in order to be eligible for inclusion in the proxy materials for the 2024 Annual Meeting.
 
In addition, in accordance with the requirements contained in the Company’s amended and restated Bylaws (“Bylaws”), stockholders of the Company who wish to bring business before the 2024 Annual Meeting outside of Rule 14a-8 of the Exchange Act or to nominate a person for election as a director must ensure that written notice of such proposal (including all information specified in the Company’s Bylaws) is received by the Company’s Chief Executive Officer at the address specified above no later than the close of business on October 21, 2024. Any such proposal must meet the requirements set forth in the Company’s Bylaws in order to be brought before the 2024 Annual Meeting.
 
In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act by October 21, 2024, which is the 10th calendar date following the date hereof. 
 
 
 
 
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: October 11, 2024
By:
/s/ Scot Cohen
   
Scot Cohen
   
Chief Executive Officer
 
 
v3.24.3
Document And Entity Information
Oct. 07, 2024
Document Information [Line Items]  
Entity, Registrant Name WRAP TECHNOLOGIES, INC.
Document, Type 8-K
Document, Period End Date Oct. 07, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 000-55838
Entity, Tax Identification Number 98-0551945
Entity, Address, Address Line One 1817 W 4th Street
Entity, Address, City or Town Tempe
Entity, Address, State or Province AZ
Entity, Address, Postal Zip Code 85281
City Area Code 800
Local Phone Number 583-2652
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol WRAP
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001702924
Wrap Technologies (NASDAQ:WRAP)
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