Wrap Technologies updates bylaws on stockholder voting rules

Rhea-AI Filing Summary

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).

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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): November 5, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The board of directors of Wrap Technologies, Inc. (the “Company”) approved the second amendment (the “Second Amendment”) to the amended and restated bylaws of the Company (as amended, the “Bylaws”), effective as of November 5, 2025. The Second Amendment amends and restates Article II, Section 11 of the Bylaws in its entirety (i) to establish the required stockholder vote in all matters other than the election of directors as the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote on the subject matter, voting affirmatively or negatively (excluding abstentions and broker non-votes), and (ii) to make a corresponding change to the vote required for class votes.

Specifically, the amended and restated Article II, Section 11 states that “The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Article II, Section 7 of these Bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL. Except as may be otherwise provided in the Amended and Restated Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder. Except as otherwise provided by law, the Amended and Restated Certificate of Incorporation, these Bylaws or the rules and regulations of any applicable stock exchange, in all matters other than the election of directors, the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote on the subject matter, voting affirmatively or negatively (excluding abstentions and broker non-votes), shall be the act of the stockholders.. Where a separate vote by a class or series or classes or series is required, in all matters other than the election of directors, the affirmative vote of the majority of the votes cast by the stockholders of such class or series or classes or series present in person or represented by proxy at the meeting, voting affirmatively or negatively (excluding abstentions and broker non-votes), shall be the act of such class or series or classes or series, except as otherwise provided by law, the Amended and Restated Certificate of Incorporation, these Bylaws, or the rules and regulations of any applicable stock exchange.”

The foregoing description of the Second Amendment is qualified by reference to the Second Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Second Amendment to the Amended and Restated Bylaws of Wrap Technologies, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: November 5, 2025	By:	/s/ Scot Cohen
		Scot Cohen
		Chief Executive Officer

FAQ

What did WRAP (WRAP) change in its bylaws?

The company adopted a majority of votes cast standard for stockholder matters other than director elections, excluding abstentions and broker non‑votes.

When does the new voting standard take effect for WRAP?

The amendment is effective November 5, 2025.

Does the bylaw update affect director elections at WRAP?

No. The change applies to matters other than the election of directors.

How are abstentions and broker non-votes treated under WRAP’s new standard?

They are excluded from the vote tally; only votes cast for or against are counted.

Does the change apply to class or series votes at WRAP?

Yes. Separate class or series votes also use a majority of votes cast standard, with abstentions and broker non‑votes excluded.

Where can investors see the precise bylaw language?

The full text is in Exhibit 3.1 (Second Amendment to the Amended and Restated Bylaws).