Wrap Technologies Inc SEC Filings

Wrap Technologies, Inc. is registering up to 6,000,000 shares of common stock for resale by existing investors, including 3,000,000 shares issuable upon conversion of Series B preferred stock and 3,000,000 shares issuable upon exercise of related warrants at an initial price of $1.50 per share.

The company will not receive proceeds from investors’ resale of these shares, but would receive cash if the warrants are exercised. As of December 12, 2025, 51,507,022 shares of common stock were outstanding, and issuing all registered shares would equal about 10.43% of that amount, creating meaningful potential dilution for current holders.

This registration fulfills obligations tied to an August 2025 private placement of 4,500 Series B preferred shares and accompanying warrants that generated approximately $4.5 million in gross proceeds. Wrap develops non-lethal remote restraint devices, VR training platforms, and body-worn camera and digital evidence management solutions for law-enforcement and security customers worldwide.

Wrap Technologies, Inc. has filed a universal shelf registration statement on Form S-3 allowing it to offer and sell from time to time up to $200,000,000 of securities. The company may issue common stock, preferred stock, debt securities, warrants, subscription rights, and units in one or more offerings, with specific terms detailed in future prospectus supplements.

Wrap is a global public safety technology company focused on non-lethal restraint tools, VR-based training, body‑worn cameras, digital evidence management, and counter‑drone solutions. As of November 20, 2025, it had 51,549,094 shares of common stock outstanding and outstanding Series A and Series B convertible preferred stock with defined dividend, conversion, and anti‑takeover features.

Wrap Technologies, Inc. is asking stockholders to approve several capital and governance proposals at its 2025 virtual annual meeting on December 12, 2025.

Key items include increasing authorized common stock from 150,000,000 to 200,000,000 shares, authorizing issuance of common shares underlying Series B convertible preferred stock and warrants issued under an August 18, 2025 securities purchase agreement, expanding the 2017 equity compensation plan by 4,000,000 shares to 20,500,000, and allowing a Board-selected reverse stock split between 1-for-2 and 1-for-10.

Stockholders will also elect six directors, ratify the independent auditor, and may vote to adjourn the meeting if more time is needed to secure approvals. There were 51,507,022 shares of common stock outstanding on the October 15, 2025 record date, each entitled to one vote at the virtual-only meeting.

Wrap Technologies reported Q3 2025 results. Net revenues were $1.491 million, with gross profit of $0.883 million$2.761 million, and net loss was $2.773 million (loss attributable to common stockholders $2.937 million, or $0.06 per share). The quarter included $0.531 million of sales returns and allowances.

Cash and cash equivalents were $5.965 million at quarter end. Year‑to‑date operating cash use totaled $7.624 million. Stockholders’ equity increased to $14.126 million, aided by a $12.151 million reclassification of warrant liabilities to equity and capital raises. The company completed a February private placement of 3,216,666 common shares and warrants and, in August, issued $4.5 million of Series B Preferred Stock with associated warrants, with convertibility and exercisability tied to stockholder approval. One customer represented 93% of Q3 revenue; EMEA drove most sales in the period.

Wrap Technologies furnished an 8-K under Item 2.02 announcing its financial results for the fiscal quarter ended September 30, 2025. The earnings press release is attached as Exhibit 99.1. The company states the information is being furnished and not deemed “filed” for purposes of Section 18 of the Exchange Act, and it will be incorporated by reference only if specifically referenced in a future filing.

Wrap Technologies, Inc. filed a preliminary proxy for its 2025 annual meeting, seeking stockholder approval on several capital structure and governance items. The proposals include increasing authorized common shares from 150,000,000 to 200,000,000, authorizing the issuance of common shares underlying Series B Preferred Stock and related Series B Warrants for Nasdaq Listing Rule 5635(d) compliance tied to the August 18, 2025 Securities Purchase Agreement, and amending the 2017 Equity Compensation Plan to add 4,000,000 shares (total 20,500,000). The Board also seeks discretion to effect a reverse stock split in a range of 1-for-2 to 1-for-10, and approval to adjourn if needed.

Stockholders will also vote on electing directors and ratifying HTL International, LLC as auditor. The virtual meeting is scheduled for December 12, 2025. Shares outstanding were 51,507,022 as of the record date, October 15, 2025. The Board recommends voting “FOR” all proposals.

Wrap Technologies (WRAP) amended its bylaws to adopt a majority of votes cast standard for stockholder matters other than director elections, effective November 5, 2025. Under the change, only “votes cast” count toward the outcome, excluding abstentions and broker non‑votes.

The same majority-of-votes-cast standard applies when a separate class or series vote is required. The update aligns vote counting with common practices and is reflected in an attached bylaw amendment (Exhibit 3.1).

Wrap Technologies (WRAP) announced leadership changes and board expansion. The Company and Jerry Ratigan mutually agreed to his separation from roles as Chief Financial Officer, Principal Accounting Officer and Principal Financial Officer, effective October 24, 2025. Under a Separation Agreement, he will receive a $50,000 severance payment, representing three months of base salary, in exchange for a general release.

On October 25, 2025, the Board appointed Scot Cohen, the Company’s Chief Executive Officer and Principal Executive Officer, to also serve as Principal Financial Officer and Principal Accounting Officer, with no additional compensation and no changes to his existing employment agreement. The Board increased its size to sixJohn Shulman as a director. The Company highlighted a prior transaction: on August 18, 2025, V4 Global, LLC, an entity affiliated with Mr. Cohen, purchased 1,000 shares of Series B Convertible Preferred Stock with an initial conversion price of $1.50 per share and accompanying warrants to purchase up to 666,667 shares, for an aggregate purchase price of $1,000,000. A press release was issued on October 27, 2025.