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2025-08-18
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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 18, 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) ☐
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
1.01. Entry into a Material Definitive Agreement.
Securities
Purchase Agreement
On
August 18, 2025, Wrap Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with certain accredited investors (collectively, the “Purchasers”) for the issuance and sale in a private
placement (the “Private Placement”) of an aggregate of (i) 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, 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 (the “Preferred Stock”), 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. The Warrants and the shares of Preferred
Stock will be exercisable or convertible, respectively, into shares of Common Stock beginning on the effective date of stockholder approval
of (i) under Nasdaq Stock Market Rule 5635(d), the issuance of shares of Common Stock in excess of 19.99% of the Company’s issued
and outstanding shares of Common Stock at prices below the “Minimum Price” (as defined in Rule 5635 of the Rules of the Nasdaq
Stock Market) on the date of the Purchase Agreement pursuant to the terms of the Preferred Stock and the Warrants, and (ii) an increase
in the authorized shares of the Company (the “Stockholder Approval”). The Warrants will expire five years from the effective
date of the Stockholder Approval.
The
Private Placement is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”),
pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act
and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. Each of the Investors
has represented to the Company that it is an accredited investor within the meaning of Rule 501(a) of Regulation D and that it is acquiring
the applicable securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution
thereof. The Preferred Stock and Warrants were offered and sold without any general solicitation by the Company or its representatives.
The
closing of the Private Placement is expected to occur on August 19, 2025, subject to the satisfaction of customary closing conditions.
The gross proceeds to the Company from the Private Placement are expected to be approximately $4.5 million, before estimated offering
expenses payable by the Company. The Company intends to use the net proceeds received from the Private Placement for general corporate
purposes and working capital.
The
Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification
obligations of the Company and the Purchasers, including for liabilities under the Securities Act and other obligations of the parties
and termination provisions. Among other covenants, the Purchase Agreement requires the Company to hold a meeting of its stockholders
at the earliest practical date for the purpose of obtaining such Stockholder Approval. If the Company does not obtain the Stockholder
Approval at the first meeting, the Company is required call a meeting every sixty (60) days thereafter to seek such Stockholder Approval
until the earlier of the date Stockholder Approval is obtained or the shares of Preferred Stock are no longer outstanding.
Preferred
Stock
The
terms of the Preferred Stock are as set forth in the form of Certificate of Designations, attached hereto as Exhibit 3.1 to this Current
Report on Form 8-K (the “Certificate of Designations”), which will be filed with the Secretary of State for the State of
Delaware prior to the closing of the Private Placement. The Preferred Stock are convertible into the Conversion Shares at the election
of the holders of the Preferred Stock (the “Holders”) at any time at an initial conversion price of $1.50 per share (the
“Conversion Price”). The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications,
stock combinations and the like (subject to certain exceptions).
Holders
of the Preferred Stock shall be entitled to receive dividends when and as declared by the board of directors of the Company (the “Board”),
from time to time, in its sole discretion, which dividends will be paid by the Company out of funds legally available therefor, payable,
subject to the conditions and other terms of the Certificate of Designations, in cash, in securities of the Corporation or using assets
as determined by the Board on the stated value of such Preferred Stock.
Except
as otherwise provided in the Certificate of Designations or as otherwise required by law, the Preferred Stock has no voting rights. However,
as long as any shares of Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the Holders of a majority
of the then outstanding shares of the Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Preferred
Stock or alter or amend the Certificate of Designations, (b) amend its certificate of incorporation or other charter documents in any
manner that adversely affects any rights of the Holders, (c) increase the number of authorized shares of Preferred Stock, or (d) enter
into any agreement with respect to any of the foregoing.
There
is no established public trading market for the Preferred Stock and the Company does not intend to list the Preferred Stock on any national
securities exchange or nationally recognized trading system.
Warrants
A
holder of the Warrants may not exercise any portion of such holder’s Warrants to the extent that the holder, together with its
affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding shares
of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Company, the
holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding immediately
after giving effect to the exercise.
There
is no established public trading market for the Warrants and the Company does not intend to list the Warrants on any national securities
exchange or nationally recognized trading system.
Registration
Rights Agreement
In
connection with the Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”),
dated as of August 18, 2025, with the Purchasers, pursuant to which the Company agreed to prepare and file a registration statement
with the Securities and Exchange Commission (the “SEC”) registering the resale of the Common Shares and shares of Common
Stock underlying the Warrants no later than 60 days following the date of the Registration Rights Agreement, and to use best efforts
to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 90 days following
the date of the Registration Rights Agreement (or 120 days following the date of the Registration Rights Agreement in the event of a
“full review” by the SEC).
The
foregoing descriptions of terms and conditions of the Certificate of Designations, Purchase Agreement, the Registration Rights Agreement
and the Warrant do not purport to be complete and are qualified in their entirety by the full text of the Purchase Agreement, the Registration
Rights Agreement, and Warrant, forms of which are attached hereto as Exhibits 3.1, 10.1, 10.2 and 4.1, respectively.
Item
3.02 Unregistered Sales of Equity Securities.
The
matters described in Item 1.01 of this Current Report on Form 8-K related to the Private Placement are incorporated herein by reference.
In connection with the issuance of the Preferred Stock and Warrants in the Private Placement described in Item 1.01, the Company relied
upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder for transactions
not involving a public offering.
This
report shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in
any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under
the securities laws of any such state or jurisdiction.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
8.01 Other Events.
On
August 18, 2025, the Company issued a press release announcing the Private Placement. A copy of the press release is attached as Exhibit
99.1 hereto.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
| 3.1 |
|
Form of Certificate of Designations of Series B Convertible Preferred Stock. |
| 4.1 |
|
Form of Warrant. |
| 10.1* |
|
Securities
Purchase Agreement, dated August 18, 2025, by and among the Company and the investors signatory thereto. |
| 10.2* |
|
Registration
Rights Agreement, dated August 18, 2025, by and among the Company and the investors signatory thereto. |
| 99.1 |
|
Press Release, dated August 18, 2025. |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL) |
*
Certain of the schedules (and similar attachments) to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation
S-K under the Securities Act because they do not contain information material to an investment or voting decision and that information
is not otherwise disclosed in the exhibit or the disclosure document. The registrant hereby agrees to furnish a copy of all omitted schedules
(or similar attachments) to the SEC upon its request.
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 18, 2025 |
By: |
/s/
Scot Cohen |
| |
|
Scot Cohen |
| |
|
Chief Executive Officer and Chairman of the Board |
