Wrap Technologies (NASDAQ: WRAP) adds Series B preferred with convertibles

Rhea-AI Filing Summary

Wrap Technologies, Inc. reported that it has formally created a new class of preferred stock called Series B Convertible Preferred Stock by filing a Certificate of Designations with the Delaware Secretary of State, which became effective upon filing.

This filing implements terms previously agreed with accredited investors in a private placement, where the Company agreed to sell 4,500 shares of Series B Preferred Stock with a stated value of $1,000 per share, initially convertible into up to 3,000,000 shares of common stock at $1.50 per share, together with accompanying warrants to purchase up to 3,000,000 shares of common stock at an initial exercise price of $1.50 per share, in each case subject to requisite stockholder approval.

The creation of the Series B Preferred Stock represents a material modification to the rights of existing security holders, and the full terms are set out in the Certificate of Designations filed as an exhibit.

Insights

Capital structure & securities analyst

Wrap creates Series B preferred tied to sizable convertibles and warrants.

Wrap Technologies, Inc. has added a new layer to its capital structure by creating Series B Convertible Preferred Stock via a Certificate of Designations that is now effective. This preferred stock is linked to a previously disclosed private placement with accredited investors.

The agreed terms include 4,500 Series B Preferred shares with a stated value of $1,000 each, initially convertible into up to 3,000,000 common shares at $1.50 per share, plus warrants to purchase up to an additional 3,000,000 common shares at an initial exercise price of $1.50. All of these securities are described as being "subject to obtaining the requisite stockholder approval," so actual conversions or warrant exercises depend on that approval and future holder decisions.

For investors, the key consideration is that the company has now put the legal framework in place for this preferred stock class and associated rights. Subsequent company communications and stockholder actions will determine when and how the convertible and warrant features may affect the common equity base.

8-K Event Classification

3 items: 3.03, 5.03, 9.01

3 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

FAQ

What did Wrap Technologies, Inc. (WRAP) announce in this 8-K?

Wrap Technologies, Inc. reported that it filed a Certificate of Designations in Delaware to create a new class of stock, the Series B Convertible Preferred Stock, which is now effective and constitutes a material modification to the rights of security holders.

How many Series B Convertible Preferred shares is WRAP selling in the private placement?

The company agreed to sell 4,500 shares of Series B Convertible Preferred Stock, each with a stated value of $1,000, to certain accredited investors under a Securities Purchase Agreement dated August 18, 2025.

Into how many WRAP common shares is the Series B Preferred initially convertible?

The Series B Convertible Preferred Stock is initially convertible into up to 3,000,000 shares of Wrap Technologies, Inc. common stock at an initial conversion price of $1.50 per share, as described in the agreement.

What warrants are issued alongside WRAP’s Series B Preferred Stock?

Alongside the Series B Preferred Stock, the company agreed to issue warrants to purchase up to 3,000,000 shares of common stock, with an initial exercise price of $1.50 per share, in connection with the same private placement.

Are the conversion and warrant rights for WRAP’s Series B securities already effective?

The filing states that both the conversion of the Series B Preferred into common stock and the accompanying warrants to purchase common stock are subject to obtaining the requisite stockholder approval.

Where can investors find the full terms of WRAP’s Series B Convertible Preferred Stock?

The complete terms of the Series B Convertible Preferred Stock are set forth in the Certificate of Designations, which is filed as Exhibit 3.1 and incorporated by reference.

Which items of the 8-K did WRAP use to describe the Series B Preferred creation?

The creation of the Series B Convertible Preferred Stock and its impact on security holder rights are discussed under Item 3.03 (Material Modification to Rights of Security Holders) and referenced in Item 5.03 (Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year).