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2025-12-12
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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): December 12, 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)
(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
3.03 Material Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated
herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As
reported below under Item 5.07 of this Current Report on Form 8-K, Wrap Technologies, Inc. (the “Company”) held its 2025
annual meeting of stockholders on December 12, 2025 (the “Annual Meeting”), at which the Company’s stockholders approved
an amendment (the “Incentive Plan Amendment”) to the Wrap Technologies, Inc. 2017 Equity Compensation Plan (the “Incentive
Plan”) to increase the aggregate number of shares of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”), available for the grant of awards under the Incentive Plan by 4,000,000 shares of Common Stock, to a total of 20,500,000
shares of Common Stock.
For
more information about the Incentive Plan Amendment, see the Company’s definitive proxy statement on Schedule 14A filed with the
Securities and Exchange Commission on November 17, 2025 (the “Proxy Statement”), the relevant portions of which are incorporated
herein by reference. The foregoing description of the Incentive Plan Amendment does not purport to be complete and is qualified in its
entirety by reference to the complete text of the Incentive Plan Amendment, a copy of which is filed as Exhibit 10.1 to this report and
is incorporated by reference herein.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At
the Company’s Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated
Certificate of Incorporation (as amended, the “Charter”) to increase the number of authorized shares of Common Stock, from
150,000,000 shares to 200,000,000 and to make a corresponding change to the number of authorized shares of the Company’s capital
stock (the “Share Increase Amendment”). Following the Annual Meeting, on December 17,
2025, the Company filed the Share Increase Amendment with the
Secretary of State of the State of Delaware. The foregoing description of the Share Increase Amendment does not purport to be complete
and is qualified in its entirety by reference to the complete text of the Share Increase Amendment, a copy of which is filed as Exhibit
3.1 to this report and is incorporated by reference herein.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
December 12, 2025, the Company held its Annual Meeting. The matters voted upon at the Annual Meeting and the results of the voting are
set forth below. As of the close of business on October 15, 2025, the record date for the Annual Meeting, there were 51,507,022 shares
of the Company’s Common Stock issued and outstanding, with each share entitled to one vote, constituting all of the eligible securities
entitled to vote on the proposals described below. Holders of the Company’s Common Stock with a total aggregate voting power of
30,140,775 votes were present in person or represented by proxy at the Annual Meeting, constituting a quorum for the transaction of business.
The
matters described below were submitted to a vote of the holders of the Company’s Common Stock at the Annual Meeting. Each proposal
is described in detail in the Company’s Proxy Statement. All proposals were approved by the Company’s stockholders.
| 1. |
Election
of the six directors named in the Proxy Statement to the Company’s board of directors (the “Board”) to serve until
the annual meeting of stockholders in 2026 or until each one’s respective successor has been duly elected and qualified. |
| |
|
For |
|
Withheld |
|
Broker
Non-Votes |
| Scot
Cohen |
|
16,445,241 |
|
1,735,767 |
|
11,959,767 |
| Bruce
T. Bernstein |
|
16,770,436 |
|
1,410,572 |
|
11,959,767 |
| Marc
Savas |
|
16,386,337 |
|
1,794,671 |
|
11,959,767 |
| Rajiv
Srinivasan |
|
16,860,005 |
|
1,321,003 |
|
11,959,767 |
| Vice
Admiral Tim Szymanski |
|
16,859,882 |
|
1,321,126 |
|
11,959,767 |
| John
D. Shulman |
|
16,836,297 |
|
1,344,711 |
|
11,959,767 |
| 2. |
Ratification
of HTL International, LLC as the Company’s independent auditors for the Fiscal Year Ended December 31, 2025: |
| For |
|
Against |
|
Abstain |
| 28,941,925 |
|
372,218 |
|
826,632 |
| 3. |
Approval
of an amendment to the Company’s Charter to increase the number of authorized shares of Common Stock from 150,000,000 shares
to 200,000,000 shares and to make a corresponding change to the number of authorized shares of capital stock: |
| For |
|
Against |
|
Abstain |
| 25,984,337 |
|
3,559,369 |
|
597,069 |
| 4. |
Approval,
for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock underlying the Series B Convertible
Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”), and warrants (the “Warrants”) issued
by the Company (i) to investors in the in a private placement offering, pursuant to the terms of that certain Securities Purchase Agreement,
dated as of August 18, 2025, by and among the Company and the investors named therein, in an amount equal to or in excess of 20% of
the Company’s Common Stock outstanding immediately prior to the issuance of such Series B Preferred Stock and Warrants (including
any issuance of shares of Common Stock upon the operation of anti-dilution provisions applicable to such Series B Preferred
Stock and Warrants in accordance with their terms): |
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 15,540,801 |
|
2,034,152 |
|
606,055 |
|
11,959,767 |
| 5. |
Approval
of a proposed amendment to the Wrap Technologies, Inc. 2017 Equity Compensation Plan, as amended, to increase the aggregate number
of shares available for the grant of awards by 4,000,000 shares of Common Stock, to a total of 20,500,000 shares of Common Stock: |
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 15,259,539 |
|
2,887,911 |
|
33,558 |
|
11,959,767 |
| 6. |
Approval
of an amendment to the Company’s Charter to effect, at the discretion of the Board of the Company but prior to the one-year anniversary
of the date on which the reverse stock split is approved by the Company’s stockholders at the Annual Meeting, a reverse stock
split of all of the outstanding shares of Common Stock, at a ratio in the range of 1-for-2 to 1-for-10, with such ratio to be determined
by the Board in its discretion and included in a public announcement: |
| For |
|
Against |
|
Abstain |
| 24,545,923 |
|
5,498,192 |
|
96,660 |
| 7. |
Approval
of a proposal to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one
or more of the proposals presented at the Annual Meeting: |
| For |
|
Against |
|
Abstain |
| 24,616,851 |
|
5,364,597 |
|
159,327 |
For
more information about the foregoing proposals, please review the Company’s Proxy Statement, the relevant portions of which are
incorporated herein by reference.
The
results reported above are final voting results. No other matters were considered or voted upon at the Annual Meeting.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment of Amended and Restated Certificate of Incorporation of Wrap Technologies, Inc. |
| 10.1 |
|
Sixth Amendment to the Wrap Technologies, Inc. 2017 Equity Compensation Plan. |
| 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:
December 17, 2025 |
By: |
/s/
Scot Cohen |
| |
|
Scot
Cohen |
| |
|
Chief
Executive Officer and Chairman of the Board |
