WRAP TECHNOLOGIES, INC. 8-K

What Happened

• Wrap Technologies, Inc. announced a private placement entered into Feb 2, 2026 and closed Feb 3, 2026, raising approximately $5.0 million gross. The company sold 1,700,000 common shares, pre‑funded warrants to purchase up to 800,000 shares, and common warrants to purchase up to 2,500,000 shares, to accredited investors.

Key Details

• Purchase prices: $2.00 per common share with an accompanying common warrant; $1.9999 for a pre‑funded warrant with an accompanying common warrant.
• Common warrants: exercisable immediately at $2.30 per share, expire five years after issuance; pre‑funded warrants: exercisable immediately at $0.0001 per share and expire when fully exercised.
• Registration rights: company agreed to file a resale registration statement for the shares and underlying warrants within 60 days and use best efforts to have it declared effective within 90 days (120 days if SEC full review).
• Ownership cap: warrant holders limited to beneficial ownership of 4.99% (or 9.99% if elected), with the ability to increase to 9.99% after 61 days’ prior notice; no public trading market is expected for the warrants.

Why It Matters

• The financing provides near‑term liquidity (about $5M gross) intended for general corporate purposes and working capital, which can help fund operations without immediate dilution from additional public offerings. The warrants create potential future dilution if exercised, and the registration rights mean the investors expect the shares and underlying securities to become freely tradable once the SEC registration is effective. Investors should note the exercise prices, expiration terms, and ownership caps when assessing potential dilution.