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): ~~December~~February 122, ~~2025~~2026

WRAP TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its Charter)

Delaware

001-38750

98-0551945

(State or other jurisdiction

of incorporation)

(Commission File No.)

(IRS Employer

Identification No.)

3480 Main Hwy, Suite 202, Miami, Florida 33133

(Address of principal executive offices) (Zip code)

(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 31.0301. ~~Material~~Entry ~~Modification~~into toa ~~Rights~~Material ofDefinitive ~~Security Holders~~Agreement.

ToOn February 2, 2026, Wrap Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the ~~extent~~“Purchase ~~required~~Agreement”) bywith ~~Item~~certain ~~3.03~~accredited investors (collectively, the “Purchasers”) for the issuance and sale in a private placement (the “Private Placement”) of ~~Form~~(i) 8an aggregate of 1,700,000 shares (the “Common Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), (ii) pre-Kfunded warrants to purchase up to 800,000 shares of Common Stock (the ~~information~~“Pre-Funded ~~contained~~Warrants”), inwith ~~Item~~an 5exercise price of $0.030001 per share, and (iii) common warrants to purchase up to 2,500,000 shares of ~~this~~Common ~~Current~~Stock ~~Report~~(the on“Common ~~Form~~Warrants”, 8together with the Pre-KFunded isWarrants, the ~~incorporated~~“Warrants”), with an exercise price of $2.30 per share. The purchase price for one Common Share and accompanying Common ~~herein~~Warrant bywas ~~reference~~$2.00 and the purchase price for one Pre-Funded Warrant and accompanying Common Warrant was $1.9999.

~~Item~~The closing of 5the Private Placement occurred on February 3, 2026.02 ~~Departure~~The ofPurchase ~~Directors~~Agreement orcontains ~~Certain~~customary ~~Officers;~~representations, ~~Election~~warranties and agreements by the Company, customary conditions to closing, indemnification obligations of ~~Directors;~~the ~~Appointment~~Company and the Purchasers, including for liabilities under the Securities Act of ~~Certain~~1933, ~~Officers;~~as ~~Compensatory~~amended ~~Arrangements~~(the “Securities Act”), other obligations of ~~Certain~~ ~~Officers~~the parties and termination provisions.

AsThe ~~reported~~Common ~~below~~Warrants ~~under~~are ~~Item~~exercisable ~~5.07~~for shares of ~~this~~Common ~~Current~~Stock ~~Report~~immediately onat ~~Form~~an ~~8-K,~~exercise ~~Wrap~~price ~~Technologies,~~of ~~Inc~~$2.30 ~~(the~~per ~~“Company”)~~share ~~held~~and ~~its~~expire ~~2025~~five years ~~annual~~from ~~meeting~~the date of ~~stockholders~~issuance. onThe ~~December~~Pre-Funded ~~12,~~Warrants ~~2025~~are ~~(the~~exercisable ~~“Annual~~for ~~Meeting”),~~shares atof ~~which~~Common ~~the~~Stock ~~Company’s~~immediately ~~stockholders~~and ~~approved~~expire when exercised in anfull. ~~amendment~~The (exercise price of the ~~“Incentive~~Common ~~Plan~~Warrants ~~Amendment”)~~is subject to ~~the~~customary ~~Wrap~~adjustments ~~Technologies,~~for ~~Inc.~~stock ~~2017~~dividends, ~~Equity~~stock ~~Compensation~~splits, ~~Plan~~reclassifications and (the ~~“Incentive Plan”)~~like, and subject to ~~increase~~price-based ~~the~~adjustments ~~aggregate~~in ~~number~~the event of ~~shares~~any issuances of ~~the~~Common ~~Company’s~~Stock, ~~common~~or ~~stock~~securities convertible, ~~par~~exercisable or ~~value~~exchangeable ~~$0.0001~~for ~~per~~Common ~~share~~Stock, (at a price below the ~~“Common Stock”~~then-applicable exercise price (subject to certain exceptions),. ~~available~~There is no established public trading market for the ~~grant~~Warrants ofand ~~awards~~the ~~under~~Company ~~the~~does ~~Incentive~~not ~~Plan~~intend byto ~~4,000,000~~list ~~shares~~the ofWarrants ~~Common~~on ~~Stock,~~any tonational asecurities ~~total~~exchange ofor ~~20,500,000~~nationally ~~shares~~recognized oftrading ~~Common Stock~~system.

~~For more~~A ~~information~~holder ~~about~~of the ~~Incentive~~Warrants ~~Plan~~may ~~Amendment,~~not ~~see~~exercise ~~the~~any ~~Company~~portion of such holder’s ~~definitive~~Warrants ~~proxy~~to ~~statement~~the onextent ~~Schedule~~that the ~~14A~~holder, ~~filed~~together with ~~the Securities~~its ~~and~~affiliates, ~~Exchange~~would ~~Commission~~beneficially onown ~~November~~more ~~17,~~than ~~2025~~4.99% (or, at the ~~“Proxy~~election ~~Statement”),~~of the ~~relevant~~holder, ~~portions~~9.99%) of ~~which~~the ~~are incorporated~~Company’s ~~herein~~outstanding byshares ~~reference.~~of ~~The~~Common ~~foregoing~~Stock ~~description~~immediately ofafter ~~the~~exercise, ~~Incentive~~except ~~Plan~~that ~~Amendment~~upon ~~does~~at ~~not~~least ~~purport~~61 todays’ beprior ~~complete~~notice ~~and~~from isthe ~~qualified in its~~holder ~~entirety~~to bythe ~~reference~~Company, to the ~~complete~~holder ~~text~~may ofincrease the ~~Incentive~~beneficial ~~Plan~~ownership ~~Amendment,~~limitation ato ~~copy~~up ofto ~~which~~9.99% isof ~~filed~~the asnumber ~~Exhibit~~of ~~10.1~~shares toof ~~this~~Common ~~report~~Stock ~~and~~outstanding isimmediately ~~incorporated~~after bygiving ~~reference~~effect ~~herein~~to the exercise.

~~Item~~In connection with the Private Placement, the Company entered into a registration ~~5.03~~rights ~~Amendments~~agreement (the “Registration Rights Agreement”), dated as of February 2, 2026, with the Purchasers, pursuant to ~~Articles~~which the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of ~~Incorporation~~the Common Shares and shares of Common Stock underlying the Warrants no later than 60 days following the date of the Registration Rights Agreement, and to use best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 90 days following the date of the Registration Rights Agreement (or ~~Bylaws;~~120 ~~Change~~days following the date of the Registration Rights Agreement in ~~Fiscal~~the ~~Year~~event of a “full review” by the SEC).

~~At the~~The ~~Company’s~~gross ~~Annual~~proceeds ~~Meeting, the Company’s stockholders approved an amendment~~ to the Company’s ~~Amended and Restated Certificate of Incorporation (as amended, the “Charter”) to increase the number of authorized shares of Common Stock,~~ from ~~150,000,000~~ ~~shares to 200,000,000 and to make a corresponding change to~~ the ~~number of authorized shares of the Company’s capital~~ ~~stock~~Private ~~(the~~Placement ~~“Share~~were ~~Increase~~approximately ~~Amendment”).~~$5 ~~Following the Annual Meeting~~million, onbefore ~~December~~estimated ~~17, 2025,~~offering ~~the~~expenses ~~Company~~payable ~~filed~~by the ~~Share Increase Amendment with the Secretary of State of the State of Delaware~~Company. The ~~foregoing~~Company ~~description~~intends ~~of the Share Increase Amendment does not purport~~ to ~~be complete~~use ~~and~~the isnet ~~qualified~~proceeds inreceived ~~its~~from ~~entirety by reference to~~ the ~~complete~~Private ~~text~~Placement offor ~~the~~general ~~Share~~corporate ~~Increase~~purposes ~~Amendment, a copy of which is filed as Exhibit 3.1 to this report~~ and isworking ~~incorporated by reference herein~~capital.

~~Item~~The foregoing descriptions ~~5.07~~of ~~Submission~~terms and conditions of ~~Matters~~the Purchase Agreement, the Registration Rights Agreement the Common Warrants and the Pre-Funded Warrants do not purport to abe ~~Vote~~complete and are qualified in their entirety by the full text of ~~Security~~the ~~Holders~~Purchase Agreement, the Registration Rights Agreement, and Warrants, forms of which are attached hereto as Exhibits 10.1, 10.2 , 4.1, and 4.2 respectively.

OnItem ~~December 12, 2025, the Company held its Annual Meeting~~3.02 ~~The~~Unregistered ~~matters~~Sales ~~voted upon at the Annual Meeting and the results~~ of ~~the~~Equity ~~voting are set forth below~~Securities. As of the close of business on October 15, 2025, the record date for the Annual Meeting, there were 51,507,022 shares of the Company’s Common Stock issued and outstanding, with each share entitled to one vote, constituting all of the eligible securities entitled to vote on the proposals described below. Holders of the Company’s Common Stock with a total aggregate voting power of 30,140,775 votes were present in person or represented by proxy at the Annual Meeting, constituting a quorum for the transaction of business.

The ~~matters~~information ~~described~~contained ~~below~~in ~~were~~Item ~~submitted~~1.01 toof athis ~~vote~~Current ofReport on Form 8-K in relation to the ~~holders~~Common Shares and Warrants is incorporated herein by reference. The issuance of the ~~Company’s~~ Common ~~Stock~~Shares atand Warrants was not registered under the ~~Annual~~Securities ~~Meeting.~~Act ~~Each~~or ~~proposal is~~any ~~described~~state insecurities ~~detail~~laws. The inissuance of the ~~Company’s~~Common ~~Proxy~~Shares ~~Statement.~~and ~~All~~Warrants ~~proposals~~was ~~were~~issued ~~approved~~in reliance on the exemptions from registration provided by Section 4(a)(2) under the ~~Company’s~~Securities ~~stockholders~~Act and Regulation D promulgated thereunder.

1Item 8.01 ~~Election~~Other of the six directors named in the Proxy Statement to the Company’s board of directors (the “Board”) to serve until the annual meeting of stockholders in 2026 or until each one’s respective successor has been duly elected and qualifiedEvents.

	For	Withheld	Broker Non-Votes
Scot Cohen	16,445,241	1,735,767	11,959,767
Bruce T. Bernstein	16,770,436	1,410,572	11,959,767
Marc Savas	16,386,337	1,794,671	11,959,767
Rajiv Srinivasan	16,860,005	1,321,003	11,959,767
Vice Admiral Tim Szymanski	16,859,882	1,321,126	11,959,767
John D. Shulman	16,836,297	1,344,711	11,959,767

On February 2, 2026, the Company issued a press release announcing the Private Placement. A copy of the press release is attached as Exhibit 99.1 hereto.

2. Ratification of HTL International, LLC as the Company’s independent auditors for the Fiscal Year Ended December 31, 2025:

For		Against		Abstain
28,941,925		372,218		826,632

3. Approval of an amendment to the Company’s Charter to increase the number of authorized shares of Common Stock from 150,000,000 shares to 200,000,000 shares and to make a corresponding change to the number of authorized shares of capital stock:

For		Against		Abstain
25,984,337		3,559,369		597,069

4. Approval, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock underlying the Series B Convertible Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”), and warrants (the “Warrants”) issued by the Company (i) to investors in the in a private placement offering, pursuant to the terms of that certain Securities Purchase Agreement, dated as of August 18, 2025, by and among the Company and the investors named therein, in an amount equal to or in excess of 20% of the Company’s Common Stock outstanding immediately prior to the issuance of such Series B Preferred Stock and Warrants (including any issuance of shares of Common Stock upon the operation of anti-dilution provisions applicable to such Series B Preferred Stock and Warrants in accordance with their terms):

For		Against		Abstain		Broker Non-Votes
15,540,801		2,034,152		606,055		11,959,767

5. Approval of a proposed amendment to the Wrap Technologies, Inc. 2017 Equity Compensation Plan, as amended, to increase the aggregate number of shares available for the grant of awards by 4,000,000 shares of Common Stock, to a total of 20,500,000 shares of Common Stock:

For		Against		Abstain		Broker Non-Votes
15,259,539		2,887,911		33,558		11,959,767

6. Approval of an amendment to the Company’s Charter to effect, at the discretion of the Board of the Company but prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Annual Meeting, a reverse stock split of all of the outstanding shares of Common Stock, at a ratio in the range of 1-for-2 to 1-for-10, with such ratio to be determined by the Board in its discretion and included in a public announcement:

For		Against		Abstain
24,545,923		5,498,192		96,660

7. Approval of a proposal to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the proposals presented at the Annual Meeting:

For		Against		Abstain
24,616,851		5,364,597		159,327

For more information about the foregoing proposals, please review the Company’s Proxy Statement, the relevant portions of which are incorporated herein by reference.

The results reported above are final voting results. No other matters were considered or voted upon at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment of Amended and Restated Certificate of Incorporation of Wrap Technologies, Inc.
4.1		Form of Warrant.
10.1		Sixth Amendment to the Wrap Technologies, Inc. 2017 Equity Compensation Plan.
4.2		Form of Pre-Funded Warrant
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
10.1*		Securities Purchase Agreement, dated February 2, 2026, by and among the Company and the investors signatory thereto.
10.2*		Registration Rights Agreement, dated February 2, 2026, by and among the Company and the investors signatory thereto.
99.1		Press Release, dated February 2, 2026.
104		Cover Page Interactive Data File (formatted as Inline XBRL)

* Certain of the schedules (and similar attachments) to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K under the Securities Act because they do not contain information material to an investment or voting decision and that information is not otherwise disclosed in the exhibit or the disclosure document. The registrant hereby agrees to furnish a copy of all omitted schedules (or similar attachments) to the SEC upon its request.

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 17, 2025	By:	/s/ Scot Cohen
Date: February 4, 2026	By:	/s/ Scot Cohen
		Scot Cohen
		Chief Executive Officer and Chairman of the Board

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