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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): August 16, 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 1.01 Entry Into a Material Definitive Agreement.
On
August 16, 2026, Wrap Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with a certain institutional investor and an existing investor (the “Investors”), pursuant to which the
Company agreed to issue and sell in a registered direct offering (the “Offering”) 5,771,519 shares (the “Shares”)
of the Company’s common stock, par value $0.0001 per share, and Pre-Funded Warrants (the “Pre-Funded Warrants”) to
purchase up to 2,800,090 shares of Common Stock (the “Pre-Funded Warrant Shares”) at a purchase price of $1.40 per share
or $1.3999 per Pre-Funded Warrant. The gross proceeds to the Company from the Offering are expected to be approximately $12.0 million
before deducting offering expenses payable by the Company.
The
Pre-Funded Warrants have an initial exercise price per share of $0.0001, subject to certain adjustments. The Pre-Funded Warrants may
be exercised at any time until exercised in full, except that a holder (together with its affiliates) will not be entitled to exercise
any portion of any Pre-Funded Warrant, which, upon giving effect to such exercise would cause the aggregate number of shares of the Company’s
Common Stock beneficially owned by the holder (together with its affiliates) to exceed 4.99% (or, upon election of the holder, 9.99%)
of the number of shares of Common Stock outstanding immediately prior to or after giving effect to the exercise, subject to such holder’s
rights under the Pre-Funded Warrants to increase or decrease such percentage to another percentage not in excess of 9.99% of the number
of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in
accordance with the terms of the Pre-Funded Warrants upon at least 61 days’ prior notice from such holder to the Company.
The
Shares were offered by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-291707) which was
filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2025, and declared effective by the SEC on
December 18, 2025, and related base prospectus and a prospectus supplement dated August 16, 2026, thereunder.
The
Offering is expected to close on August 18, 2026, subject to the satisfaction of customary closing conditions. The Company currently
plans to use the net proceeds from the Offering for working capital and general corporate purposes, including for any future planned
business expansion.
The
Purchase Agreement includes customary representations, warranties and covenants by the Company and the Investors. The representations,
warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of the specific
dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting
parties. Additionally, the Company has agreed to provide the Investors with customary indemnification under the Purchase Agreement.
The
Company entered into a placement agency agreement (the “Placement Agency Agreement”), dated as of August 16, 2026, with Maxim
Group LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to serve as the placement agent for the Company
in connection with the Offering. Pursuant to the terms of the Placement Agency Agreement, the Company agreed to pay the Placement Agent
a cash fee equal to 7.0% of the gross proceeds received in the Offering. However, a reduced cash fee of 3.5% will be payable on the aggregate
gross proceeds received for the securities sold to certain investors. The Company also agreed to reimburse the Placement Agent for out-of-pocket
expenses, including legal expenses, incurred by it in connection with the Offering of $75,000.
The
Placement Agency Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing,
indemnification obligations of the Company, including for liabilities under the Securities Act of 1933, as amended, other obligations
of the parties and termination provisions. The representations, warranties, and covenants contained in the Placement Agency Agreement
were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement,
and may be subject to limitations agreed upon by such parties.
The
foregoing description of the Purchase Agreement, the Pre-Funded Warrants and Placement Agency Agreement is not complete and is qualified
in its entirety by reference to the full text of the form of Purchase Agreement, form of Pre-Funded Warrant and Placement Agency Agreement,
copies of which are filed as Exhibits 10.1, 4.1, and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference
herein.
The
legal opinion and consent of Haynes and Boone, LLP relating to the validity of the Shares and Pre-Funded Warrant Shares is filed as Exhibit
5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
8.01 Other Events
On
August 17, 2026, the Company issued a press release regarding the Offering described above under Item 1.01 of this Current Report on
Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit |
|
Description |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 5.1 |
|
Opinion of Haynes and Boone, LLP |
| 10.1 |
|
Form of Securities Purchase Agreement, dated August 16, 2026, by and among the Company and the investors signatory thereto |
| 10.2 |
|
Placement Agency Agreement, dated August 16, 2026, by and between the Company and Maxim Group LLC |
| 23.1 |
|
Consent of Haynes and Boone, LLP (included in Exhibit 5.1) |
| 99.1 |
|
Press Release, dated August 17, 2026 |
| 104 |
|
Cover
Page Interactive Data File - the cover page XBRL tags are 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.
| Date:
August 18, 2026 |
WRAP
TECHNOLOGIES, INC. |
| |
|
|
| |
By: |
/s/
Scot Cohen |
| |
Name: |
Scot
Cohen |
| |
Title: |
Chief
Executive Officer
(Principal
Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
Exhibit
99.1
Wrap
Technologies Announces Pricing of $12.0 Million Registered Direct Offering of Common Stock
MIAMI,
August 17, 2026 (GLOBE NEWSWIRE) — Wrap Technologies, Inc. (Nasdaq: WRAP) (“WRAP” or the “Company”), a
global public safety technology company delivering intelligent detection, orchestration and response solutions designed for the next
generation of autonomous public safety, today announced the pricing of a registered direct offering (the “Offering”) with
a fundamental institutional investor and an existing investor of the Company, consisting of 8,571,609 shares of the Company’s common
stock (or pre-funded warrants in-lieu thereof) at an offering price of $1.40 per share. The gross proceeds to the Company from the Offering
are estimated to be approximately $12.0 million before deducting placement agent fees and other Offering expenses. The Company intends
to use the proceeds from the Offering for general corporate purposes and working capital, including for any future planned business expansion.
The Offering is expected to close on or about August 18, 2026, subject to the satisfaction of customary closing conditions.
Maxim
Group LLC is acting as the sole placement agent in connection with the Offering.
The
securities are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-291707), which was declared effective
by the U.S. Securities and Exchange Commission (the “SEC”) on December 18, 2025. The Offering will be made only by means
of a prospectus supplement and the accompanying prospectus that form a part of such registration statement. A prospectus supplement relating
to the Offering will be filed by the Company with the SEC. When available, copies of the prospectus supplement and accompanying prospectus
can be obtained at the SEC’s website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate
Department, via email at syndicate@maximgrp.com, or telephone at (212) 895-3500.
This
press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of such jurisdiction.
About
Wrap Technologies, Inc.
Wrap
Technologies, Inc. (Nasdaq: WRAP) is a global public safety technology and training company focused on developing tools, training and
capabilities designed to support awareness, earlier intervention and more appropriate responses to challenging encounters.
Cautionary
Note on Forward-Looking Statements - Safe Harbor Statement
This
release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. Words such as “expect,” “anticipate,” “should”, “believe”,
“target”, “project”, “goals”, “estimate”, “potential”, “predict”,
“may”, “will”, “could”, “intend”, and variations of these terms or the negative of these
terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements include, but are
not limited to, statements relating to the satisfaction of customary closing conditions, the completion, timing and size of the Offering
and the use of proceeds therefrom, including any statements regarding any future planned business expansion. The Company’s actual
results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but
not limited to: the Company’s ability to maintain compliance with the Nasdaq Capital Market’s listing standards; the Company’s
ability to successfully implement training programs for the use of its products; the Company’s ability to manufacture and produce
products for its customers; the Company’s ability to develop sales for its products; market acceptance of existing and future products;
changes in law enforcement budgets, policies, procurement practices, and use-of-force standards; the availability of funding to continue
to finance operations; the complexity, expense, and time associated with sales to law enforcement and government entities; the lengthy
evaluation and sales cycle for the Company’s product solutions; product defects; litigation risks from alleged product-related
injuries; risks of government regulations and changes in regulatory classifications or interpretations; the impact resulting from geopolitical
conflicts and any resulting sanctions; the ability to obtain export licenses for countries outside of the United States; the ability
to obtain patents and defend intellectual property against competitors; the impact of competitive products and solutions; and the Company’s
ability to maintain and enhance its brand, as well as other risk factors mentioned in the Company’s most recent annual report on
Form 10-K, subsequent quarterly reports on Form 10-Q, and other Securities and Exchange Commission filings. These forward-looking statements
are made as of the date of this release and were based on current expectations, estimates, forecasts, and projections as well as the
beliefs and assumptions of management. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking
statements contained in this release as a result of new information, future events, or changes in its expectations.
Investor
Relations Contact:
(800)
583-2652
ir@wrap.com
wrap.com
