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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): August 20, 2025
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) ☐
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
3.03 Material Modification to Rights of Security Holders.
As
previously disclosed, on August 18, 2025, Wrap Technologies, Inc. (the “Company”) entered into a Securities Purchase Agreement
(the “Series B Purchase Agreement”) with certain accredited investors (collectively, the “Series B Investors”),
pursuant to which it agreed to sell to the Series B Investors in a private placement: 4,500 shares of the Company’s newly-designated
Series B Convertible Preferred Stock, with a par value of $0.0001 per share and a stated value of $1,000 per share (the “Series
B Preferred Stock”), initially convertible into up to 3,000,000 shares of the Company’s common stock, par value $0.0001 per
share (“Common Stock”), at an initial conversion price of $1.50 per share and (ii) accompanying warrants (“Warrants”)
to purchase up to 3,000,000 shares of Common Stock, with an initial exercise price of $1.50 per share, in each case, subject to obtaining
the requisite stockholder approval.
On
August 20, 2025, the Company filed the Certificate of Designations of Series B Preferred Stock with the Secretary of State of the State
of Delaware (the “Series B Certificate of Designations”), thereby creating the Series B Preferred Stock. The Series B Certificate
of Designations became effective with the Secretary of State of the State of Delaware upon filing. The terms of the Series B Convertible
Preferred Stock are as set forth in the Series B Certificate of Designations.
The
foregoing description of the Series B Certificate of Designations does not purport to be complete and is qualified in its entirety by
reference to the full text of such document, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
matters described in Item 3.03 of this Current Report on Form 8-K related to the filing of the Series B Certificate of Amendment are
incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Designations of Series B Convertible Preferred Stock of Wrap Technologies, Inc. |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL). |
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: August 26, 2025 |
By: |
/s/
Scot Cohen |
| |
|
Scot Cohen |
| |
|
Chief Executive Officer |
