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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): February 2, 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 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.
On February 2, 2026, 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 (i) an aggregate of 1,700,000 shares (the “Common Shares”)
of common stock of the Company, par value $0.0001 per share (the “Common Stock”), (ii) pre-funded warrants to purchase up
to 800,000 shares of Common Stock (the “Pre-Funded Warrants”), with an exercise price of $0.0001 per share, and (iii) common
warrants to purchase up to 2,500,000 shares of Common Stock (the “Common Warrants”, together with the Pre-Funded Warrants,
the “Warrants”), with an exercise price of $2.30 per share. The purchase price for one Common Share and accompanying Common
Warrant was $2.00 and the purchase price for one Pre-Funded Warrant and accompanying Common Warrant was $1.9999.
The closing of
the Private Placement occurred on February 3, 2026. 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 of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions.
The
Common Warrants are exercisable for shares of Common Stock immediately at an exercise price of $2.30 per share and expire five years
from the date of issuance. The Pre-Funded Warrants are exercisable for shares of Common Stock immediately and expire when exercised in
full. The exercise price of the Common Warrants is subject to customary adjustments for stock dividends, stock splits, reclassifications
and the like, and subject to price-based adjustments in the event of any issuances of Common Stock, or securities convertible, exercisable
or exchangeable for Common Stock, at a price below the then-applicable exercise price (subject to certain exceptions). 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.
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.
In connection with the Private Placement, the Company entered into a registration
rights agreement (the “Registration Rights Agreement”), dated as of February 2, 2026, 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 gross proceeds to the Company from the
Private Placement were approximately $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 foregoing descriptions
of terms and conditions of the Purchase Agreement, the Registration Rights Agreement the Common Warrants and the Pre-Funded Warrants
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 Warrants, forms of which are attached hereto as Exhibits 10.1, 10.2 , 4.1, and 4.2 respectively.
Item
3.02 Unregistered Sales of Equity Securities.
The
information contained in Item 1.01 of this Current Report on Form 8-K in relation to the Common Shares and Warrants is incorporated herein
by reference. The issuance of the Common Shares and Warrants was not registered under the Securities Act or any state securities laws.
The issuance of the Common Shares and Warrants was issued in reliance on the exemptions from registration provided by Section 4(a)(2)
under the Securities Act and Regulation D promulgated thereunder.
Item 8.01 Other Events.
On
February 2, 2026, 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 |
| 4.1 |
|
Form of Warrant. |
| 4.2 |
|
Form of Pre-Funded Warrant |
| 10.1* |
|
Securities Purchase Agreement, dated February 2, 2026, by and among the Company and the investors signatory thereto. |
| 10.2* |
|
Registration Rights Agreement, dated February 2, 2026, by and among the Company and the investors signatory thereto. |
| 99.1 |
|
Press Release, dated February 2, 2026. |
| 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:
February 4, 2026 |
By: |
/s/
Scot Cohen |
| |
|
Scot
Cohen |
| |
|
Chief
Executive Officer and Chairman of the Board |
