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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 |
