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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): September 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.) |
3350
Virginia Street, 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) ☐
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.
The
information in Item 5.02 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.
Amended
and Restated Employment Agreements
Scot
Cohen
On
September 2, 2026, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Wrap Technologies,
Inc. (the “Company”) approved the Amended and Restated Employment Agreement by and between the Company and Scot Cohen
(the “A&R Cohen Employment Agreement”). The A&R Cohen Employment Agreement amends and restates the Company’s
employment agreement with Mr. Cohen dated October 12, 2023, as amended on January 14, 2024. Mr. Cohen serves as the Company’s Executive
Chairman and Chief Executive Officer. The A&R Cohen Employment Agreement provides, among other things, for additional grants of performance
restricted stock awards described below.
The
A&R Cohen Employment Agreement provides for an annualized base salary of $200,000 (the “Cohen Base Salary”), an
initial term of two years (the “Cohen Initial Term”), and automatic renewal for successive 12-month periods (each,
a “Cohen Renewal Term”) unless either party delivers written notice of non-renewal at least 90 days before the expiration
of the then-current Cohen Initial Term or Cohen Renewal Term. The A&R Cohen Employment Agreement provides for
eligibility for an annual discretionary bonus (the “Cohen Annual Bonus”).
If
the A&R Cohen Employment Agreement is terminated by the Company without Cause (as defined in such agreement), by the executive for
Good Reason (as defined in such agreement), or upon the expiration of the Cohen Initial Term or a Cohen Renewal Term as
a result of the Company’s notice of non-renewal, then, subject to Mr. Cohen’s execution and non-revocation of a release and
compliance with specified continuing obligations, Mr. Cohen will be entitled to severance payments equal to 12 months of the Cohen Base
Salary, any earned but unpaid Cohen Annual Bonus in respect of any completed year, and reimbursement of a portion of the premiums for
continuation coverage under the Company’s group health plans pursuant to COBRA for up to 12 months. The A&R Cohen Employment
Agreement also contains customary confidentiality, non-competition, non-solicitation and intellectual property assignment covenants,
including a 12-month post-termination non-competition period.
Jared
Novick
On
September 2, 2026, the Compensation Committee approved the Amended and Restated Employment Agreement by and between the Company and Jared
Novick (the “A&R Novick Employment Agreement” and, together with the A&R Cohen Employment Agreement, the “A&R
Employment Agreements”). The A&R Novick Employment Agreement amends and restates the Company’s employment agreement
with Mr. Novick dated December 26, 2023. Mr. Novick serves as the Company’s President and Chief Operating Officer. The A&R
Novick Employment Agreement provides, among other things, for additional grants of performance restricted stock awards described below.
The
A&R Novick Employment Agreement provides for an annualized base salary of $200,000 (the “Novick Base Salary”),
an initial term of two years (the “Novick Initial Term”), and automatic renewal for successive 12-month periods (each,
a “Novick Renewal Term”) unless either party delivers written notice of non-renewal at least 90 days before the expiration
of the then-current Novick Initial Term or Novick Renewal Term. The A&R Novick Employment Agreement provides for eligibility for
an annual discretionary bonus (the “Novick Annual Bonus”).
If
the A&R Novick Employment Agreement is terminated by the Company without Cause (as defined in such agreement), by the executive for
Good Reason (as defined in such agreement), or upon the expiration of the Novick Initial Term or a Novick Renewal Term as a result of
the Company’s notice of non-renewal, then, subject to Mr. Novick’s execution and non-revocation of a release and compliance
with specified continuing obligations, Mr. Novick will be entitled to severance payments equal to 12 months of the Novick Base Salary,
any earned but unpaid Novick Annual Bonus in respect of any completed year, and reimbursement of a portion of the premiums for continuation
coverage under the Company’s group health plans pursuant to COBRA for up to 12 months. The A&R Novick Employment Agreement
also contains customary confidentiality, non-competition, non-solicitation and intellectual property assignment covenants, including
a 12-month post-termination non-competition period.
The
foregoing descriptions of the A&R Employment Agreements do not purport to be complete and are qualified in their entirety by the
full texts of the A&R Cohen Employment Agreement and the A&R Novick Employment Agreement, as applicable, copies of which are
filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K (this “Current Report”) and are incorporated
by reference herein.
Performance
Restricted Stock Awards
On
September 2, 2026, the Compensation Committee approved a grant to Mr. Cohen of 4,000,000 shares of performance restricted stock (the
“Cohen Award”) under the Wrap Technologies, Inc. 2017 Equity Compensation Plan, as amended (the “Equity Plan”).
Of these shares, 1,600,000 shares are subject to stockholder approval of the Company’s proposal to increase the number of shares
authorized for issuance under the Equity Plan by March 15, 2027 (the “Stockholder Approval Requirement”) and will
be null and void if such approval is not obtained by that date. Subject to Mr. Cohen’s continued service with the Company or any
of its affiliates as an employee, non-employee director or consultant, the Cohen Award will vest based on the Company’s market
capitalization as reported by Bloomberg L.P. (the “Market Capitalization”) as follows: (i) with respect
to 1,000,000 shares, on the date on which the Market Capitalization meets or exceeds $150.0 million for each trading day during 45 consecutive
trading days; (ii) with respect to 1,000,000 shares, on the date on which the Market Capitalization meets or exceeds $225.0 million for
each trading day during 45 consecutive trading days; (iii) with respect to 1,000,000 shares, on the date on which the Market Capitalization
meets or exceeds $337.5 million for each trading day during 45 consecutive trading days; and (iv) with respect to the remaining 1,000,000
shares, on the date on which the Market Capitalization meets or exceeds $506.25 million for each trading day during 45 consecutive trading
days.
On
September 2, 2026, the Compensation Committee approved a grant to Mr. Novick of 2,000,000 shares of performance restricted stock (the
“Novick Award”, together with the Cohen Award, the “RS Awards”) under the Equity Plan. Of these
shares, 800,000 shares are subject to the Stockholder Approval Requirement. Subject to Mr. Novick’s continued service with the
Company or any of its affiliates as an employee, non-employee director or consultant, the Novick Award will vest based on the Market
Capitalization as follows: (i) with respect to 500,000 shares, on the date on which the Market Capitalization meets or exceeds $150.0
million for each trading day during 45 consecutive trading days; (ii) with respect to 500,000 shares, on the date on which the Market
Capitalization meets or exceeds $225.0 million for each trading day during 45 consecutive trading days; (iii) with respect to 500,000
shares, on the date on which the Market Capitalization meets or exceeds $337.5 million for each trading day during 45 consecutive trading
days; and (iv) with respect to the remaining 500,000 shares, on the date on which the Market Capitalization meets or exceeds $506.25
million for each trading day during 45 consecutive trading days.
Under
the RS Awards, if there is a Corporate Transaction (as defined in the Equity Plan) and the Market Capitalization of the Company implied
by the applicable purchase price meets or exceeds a vesting threshold, the applicable 45-consecutive-trading-day period will be disregarded
and the applicable shares will vest, effective as of the consummation of such Corporate Transaction, to the extent the applicable threshold
is met. If, in connection with a Corporate Transaction, an RS Award is not assumed, continued or replaced with a substantially equivalent
award, all unvested shares will immediately vest in full, subject to the applicable Stockholder Approval Requirement. In addition, if
the applicable executive’s employment is terminated by the Company without Cause (as defined in the applicable employment agreement)
or the executive resigns for Good Reason (as defined in the applicable employment agreement), all unvested shares will immediately vest
in full, subject to the applicable Stockholder Approval Requirement and the applicable release condition. If the applicable executive’s
service with the Company terminates for any other reason, all unvested shares will be forfeited.
Amendments
to Prior Stock Option Agreements
On
September 2, 2026, the Compensation Committee amended Section 3(a) of each of the following non-statutory stock option agreements: (i)
Mr. Novick’s Non-Statutory Stock Option Agreement dated December 26, 2023; (ii) Mr. Novick’s Non-Statutory Stock Option Agreement
dated February 1, 2026; and (iii) Mr. Cohen’s Non-Statutory Stock Option Agreement dated February 1, 2026 (collectively, the “Stock
Option Agreements”). The amendments to the Stock Option Agreements extend the post-termination exercise period following termination
of the option holder’s employment or Continuous Service (as defined in the Stock Option Agreements), other than for cause, death
or disability, from three (3) months to twenty-four (24) months.
The
foregoing descriptions of the Cohen Award and the Novick Award do not purport to be complete and are qualified in their entirety by the
full texts of the RS Awards, as applicable, copies of which are filed as Exhibits 10.3 and 10.4, respectively, to this Current Report
and are incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Amended and Restated Employment Agreement by and between Scot Cohen and Wrap Technologies, Inc. dated September 2, 2026 |
| 10.2 |
|
Amended and Restated Employment Agreement by and between Jared Novick and Wrap Technologies, Inc. dated September 2, 2026 |
| 10.3 |
|
Performance Restricted Stock Award Agreement by and between Scot Cohen and Wrap Technologies, Inc. dated September 2, 2026 |
| 10.4 |
|
Performance Restricted Stock Award Agreement by and between Jared Novick and Wrap Technologies, Inc. dated September 2, 2026 |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL) |
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:
September 9, 2026 |
By: |
/s/
Scot Cohen |
| |
|
Scot
Cohen |
| |
|
Chief
Executive Officer |
