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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 18, 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
8.01 Other Events
As
previously disclosed on Wrap Technologies, Inc.’s (the “Company”) Current Report on Form 8-K filed with the Securities
and Exchange Commission on August 18, 2026, on August 16, 2026, 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
Offering closed on August 18, 2026. The gross proceeds to the Company from the Offering were approximately $12.0 million before deducting
offering expenses payable by the Company. 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.
On
August 18, 2026, the Company issued a press release announcing the closing of the Offering. 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 |
| 99.1 |
|
Press Release, dated August 18, 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 the Closing of $12.0 Million Registered Direct Offering of Common Stock
MIAMI,
August 18, 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 it has closed its previously announced 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 were 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.
Maxim
Group LLC acted as the sole placement agent in connection with the Offering.
The
securities were 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 was 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
was filed by the Company with the SEC. 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 use of proceeds from the Offering, 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
