Wrap Technologies Announces Pricing of $12.0 Million Registered Direct Offering of Common Stock

Wrap Technologies (Nasdaq: WRAP) has priced a registered direct offering of approximately 8,571,609 shares of common stock (or pre-funded warrants in lieu) at $1.40 per share, for estimated gross proceeds of about $12.0 million before fees and expenses.

Rhea-AI Summary

Wrap Technologies (Nasdaq: WRAP) has priced a registered direct offering of approximately 8,571,609 shares of common stock (or pre-funded warrants in lieu) at $1.40 per share, for estimated gross proceeds of about $12.0 million before fees and expenses.

According to Wrap Technologies, the company plans to use the capital for general corporate purposes and working capital, including potential future business expansion. The offering with a fundamental institutional investor and an existing investor is expected to close on or about August 18, 2026, subject to customary conditions. Maxim Group is the sole placement agent, and the securities are being issued under an effective Form S-3 shelf registration.

Positive

• $12.0 million gross proceeds to strengthen liquidity and working capital
• Equity sold at a defined price of $1.40 per share
• Participation by a fundamental institutional investor and an existing investor

Negative

• Issuance of about 8.57 million new shares implies equity dilution for existing holders
• Net proceeds will be lower than $12.0 million after placement fees and expenses

News Explained

The priced financing adds ownership dilution if settled in shares, while its $12.0 million gross proceeds equal 448.8 days of Q2 operating cash use.

The offering has been priced and is expected to close on August 18, 2026, subject to customary conditions; it would issue 8,571,609 common shares or pre-funded warrants, with share issuance reducing existing holders’ percentage ownership and warrant exercise converting into shares.

The registered-direct structure is a negotiated sale to selected investors; placement-agent fees reduce net proceeds below the stated $12.0 million gross amount.

Using second-quarter operating cash use, the offering’s $12.0 million gross amount equals 448.8 days of the last reported operating cash use.

Sources and calculations

• Wrap Technologies offering pricing release (2026-08-17)
• Dilution definition (2026-07-17)
• Pre-funded warrant definition (2026-07-17)
• Registered direct offering definition (2026-07-17)
• Wrap Technologies second-quarter fundamentals (2026Q2)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $12,000,000 / ($2,433,000 / 91) = 448.8 days

Argus Aug 17 session 7 alerts

-13.83% close to close 72.3x rel. volume Open Argus

Details

Market move: WRAP -13.83% in the Aug 17 session. registered direct offering

-28.6% Trough in 2 hr 47 min

$101.01M Market Cap

On Aug 17, the day this news came out, WRAP closed 13.83% below the previous close. Argus tracked a trough of -28.6% from its starting point during tracking. Our momentum scanner recorded 7 alerts for this stock that day. Relative volume reached 72.3x the daily average during tracking.

Data tracked by StockTitan Argus for the Aug 17 session.

Key Figures

Offering price: $1.40 per share Shares offered: 8,571,609 shares Gross proceeds: $12.0 million +2 more

Offering price

$1.40 per share

Registered direct offering

Shares offered

8,571,609 shares

Common stock or pre-funded warrants in-lieu thereof

Gross proceeds

$12.0 million

Before placement agent fees and other offering expenses

Expected closing

August 18, 2026

Subject to customary closing conditions

Shelf registration effectiveness

December 18, 2025

Form S-3 registration statement declared effective by the SEC

Historical Context

5 past events · Latest: Aug 14

5 events

1. Aug 14

   Teacher safety initiative

   24h Move

   +8.6%

   WOFT selected WRAP for Florida teacher safety training services

2. Aug 13

   Security program partnership

   24h Move

   +0.9%

   XINSURANCE partnership targeted the private security workforce

3. Aug 11

   Q2 earnings report

   24h Move

   -7.2%

   Revenue increased 103% year over year despite continued losses

4. Aug 07

   Training platform launch

   24h Move

   -4.1%

   WrapTactics launch completed the WrapShield training foundation

5. Aug 04

   Earnings call scheduling

   24h Move

   -2.5%

   Company scheduled its Q2 2026 financial results conference call

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

registered direct offering, pre-funded warrants, shelf registration statement, placement agent

4 terms

registered direct offering financial

"today announced the pricing of a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

pre-funded warrants financial

"or pre-funded warrants in-lieu thereof"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

shelf registration statement regulatory

"offered pursuant to a shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

placement agent financial

"Maxim Group LLC is acting as the sole placement agent"

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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MIAMI, Aug. 17, 2026 (GLOBE NEWSWIRE) -- Wrap Technologies, Inc. (Nasdaq: WRAP) (“WRAP” or the “Company”), a global public safety technology company delivering intelligent detection, orchestration and response solutions designed for the next generation of autonomous public safety, today announced the pricing of a registered direct offering (the “Offering”) with a fundamental institutional investor and an existing investor of the Company, consisting of 8,571,609 shares of the Company’s common stock (or pre-funded warrants in-lieu thereof) at an offering price of $1.40 per share. The gross proceeds to the Company from the Offering are estimated to be approximately $12.0 million before deducting placement agent fees and other Offering expenses. The Company intends to use the proceeds from the Offering for general corporate purposes and working capital, including for any future planned business expansion. The Offering is expected to close on or about August 18, 2026, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as the sole placement agent in connection with the Offering.

The securities are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-291707), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 18, 2025. The Offering will be made only by means of a prospectus supplement and the accompanying prospectus that form a part of such registration statement. A prospectus supplement relating to the Offering will be filed by the Company with the SEC. When available, copies of the prospectus supplement and accompanying prospectus can be obtained at the SEC’s website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, via email at syndicate@maximgrp.com, or telephone at (212) 895-3500.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About Wrap Technologies, Inc.

Wrap Technologies, Inc. (Nasdaq: WRAP) is a global public safety technology and training company focused on developing tools, training and capabilities designed to support awareness, earlier intervention and more appropriate responses to challenging encounters.

Cautionary Note on Forward-Looking Statements - Safe Harbor Statement

This release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Words such as "expect," "anticipate," "should", "believe", "target", "project", "goals", "estimate", "potential", "predict", "may", "will", "could", "intend", and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements include, but are not limited to, statements relating to the satisfaction of customary closing conditions, the completion, timing and size of the Offering and the use of proceeds therefrom, including any statements regarding any future planned business expansion. The Company's actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: the Company's ability to maintain compliance with the Nasdaq Capital Market's listing standards; the Company's ability to successfully implement training programs for the use of its products; the Company's ability to manufacture and produce products for its customers; the Company's ability to develop sales for its products; market acceptance of existing and future products; changes in law enforcement budgets, policies, procurement practices, and use-of-force standards; the availability of funding to continue to finance operations; the complexity, expense, and time associated with sales to law enforcement and government entities; the lengthy evaluation and sales cycle for the Company's product solutions; product defects; litigation risks from alleged product-related injuries; risks of government regulations and changes in regulatory classifications or interpretations; the impact resulting from geopolitical conflicts and any resulting sanctions; the ability to obtain export licenses for countries outside of the United States; the ability to obtain patents and defend intellectual property against competitors; the impact of competitive products and solutions; and the Company's ability to maintain and enhance its brand, as well as other risk factors mentioned in the Company's most recent annual report on Form 10-K, subsequent quarterly reports on Form 10-Q, and other Securities and Exchange Commission filings. These forward-looking statements are made as of the date of this release and were based on current expectations, estimates, forecasts, and projections as well as the beliefs and assumptions of management. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events, or changes in its expectations.

Investor Relations Contact:

(800) 583-2652
ir@wrap.com
wrap.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the terms of Wrap Technologies (WRAP) $12 million registered direct offering announced on August 17, 2026?

Wrap Technologies priced a registered direct offering at $1.40 per share, for estimated gross proceeds of about $12.0 million. According to Wrap Technologies, the deal covers roughly 8,571,609 shares of common stock or pre-funded warrants in lieu.

How many shares is Wrap Technologies (WRAP) issuing in its August 2026 offering?

Wrap Technologies is offering approximately 8,571,609 shares of common stock or pre-funded warrants in lieu. According to Wrap Technologies, these securities are being sold at $1.40 per share to raise about $12.0 million in gross proceeds.

When is the Wrap Technologies (WRAP) registered direct offering expected to close?

The Wrap Technologies registered direct offering is expected to close on or about August 18, 2026. According to Wrap Technologies, completion remains subject to the satisfaction of customary closing conditions typical for this type of equity financing transaction.

How will Wrap Technologies (WRAP) use the proceeds from the $12.0 million offering?

Wrap Technologies plans to use the proceeds for general corporate purposes and working capital. According to Wrap Technologies, this may include funding any future planned business expansion and supporting ongoing operational requirements across its public safety technology offerings.

Is the Wrap Technologies (WRAP) August 2026 offering made under an effective shelf registration?

Yes, the securities are offered under a Form S-3 shelf registration statement, file number 333-291707. According to Wrap Technologies, the registration was declared effective by the SEC on December 18, 2025, enabling this registered direct offering.

Who is acting as placement agent for the Wrap Technologies (WRAP) registered direct offering?

Maxim Group is serving as the sole placement agent for the Wrap Technologies offering. According to Wrap Technologies, investors can obtain the prospectus supplement and base prospectus from Maxim Group or by accessing the documents through the SEC’s website.