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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): October 20, 2026
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
Number) |
|
(IRS
Employer
Identification
No.) |
3350
Virginia Street
Miami,
Florida 33133
(Address
of principal executive offices) (Zip Code)
(800)
583-2652
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former 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:
| ☐ |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
October 20, 2026, the Board of Directors (the “Board”) of Wrap Technologies, Inc. (the “Company”) increased the
size of the Board from six directors to seven directors and appointed Edward Delatorre to the Board, effective immediately, to serve
as a director until the Company’s 2026 annual meeting of stockholders or until his successor is duly elected and qualified, or
until his earlier death, resignation, or removal. As of the date of this Current Report on Form 8-K, Mr. Delatorre has not been appointed
to any committees of the Board.
There
are no arrangements or understandings between Mr. Delatorre and any other persons pursuant to which Mr. Delatorre was selected to serve
as a director of the Company. In addition, there are no transactions between the Company and Mr. Delatorre or his immediate family members
requiring disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
In
connection with his appointment, the Company granted Mr. Delatorre options (“Options”) to purchase 30,000 shares of Company
common stock, par value $0.0001 per share, with an exercise price of $1.45 per share. The Options have a ten-year term, and vest as follows:
(i) 50% on October 20, 2027 and (ii) the remaining 50% in four equal quarterly installments over the next year, subject to the terms
and conditions of the applicable non-employee non-statutory stock option agreement.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits:
| Exhibit No. |
|
Description |
| 104 |
|
Inline XBRL for the cover page of this Current Report
on Form 8-K |
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.
| Date: October 26, 2026 |
WRAP TECHNOLOGIES, INC. |
| |
|
| |
By: |
/s/
Scot Cohen |
| |
Name: |
Scot Cohen |
| |
Title: |
Chief Executive Officer |