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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): October 21, 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 |
|
The 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
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Mutual
Separation with Jerry Ratigan
On
October 21, 2025, Wrap Technologies, Inc. (the “Company”) and Jerry Ratigan, who served as the Company’s Chief Financial
Officer, Principal Accounting Officer and Principal Financial Officer, mutually agreed to the separation of Mr. Ratigan from such roles,
effective as of October 24, 2025.
The
terms of Mr. Ratigan’s separation from the Company have been memorialized pursuant to a General Release and Severance Agreement,
dated as of October 21, 2025, which was executed by the Company and Mr. Ratigan on October 24, 2025 (the “Separation Agreement”).
Pursuant
to the Separation Agreement, Mr. Ratigan is entitled to receive a severance payment in an amount equal to $50,000, representing three
months of Mr. Ratigan’s base salary, less all lawful and authorized withholdings and deductions, payable in a lump sum on the Company’s
first regular pay date following the Effective Date (as defined in the Separation Agreement). In exchange for the consideration provided
to Mr. Ratigan in the Separation Agreement, Mr. Ratigan agreed to waive and release any claims in connection with Mr. Ratigan’s
employment and separation from the Company.
The
Separation Agreement provides Mr. Ratigan with 21 days to review the Separation Agreement prior to accepting it. The Separation Agreement
further provides that Mr. Ratigan may revoke his acceptance of the Separation Agreement within seven calendar days of his execution thereof.
The Separation Agreement shall become enforceable on the eighth day following Mr. Ratigan’s execution thereof if he does not revoke
his acceptance of the Separation Agreement by written notice before such time.
The
description of the terms of the Separation Agreement contained in this Item 5.02 is qualified in its entirety by reference to the full
text of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Appointment
of Principal Financial Officer and Principal Accounting Officer
On
October 25, 2025, the board of directors (the “Board”) of the Company appointed Scot Cohen, who serves as the Company’s
Chief Executive Officer and Principal Executive Officer, to the position of Chief Executive Officer, Principal Executive Officer, Principal
Financial Officer and Principal Accounting Officer, effective immediately. For the information required by Items 401(b), (d), and (e)
of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), see the Amendment No. 1 to the
Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on April 25, 2025 (“2024 Form 10-K”),
the relevant portions of which are incorporated herein by reference.
Mr.
Cohen will not be provided any additional compensation for his service as Chief Executive Officer, Principal Executive Officer, Principal
Financial Officer and Principal Accounting Officer. The terms of Mr. Cohen’s existing Employment Agreement, dated as of October
12, 2023, as amended on January 14, 2024 (as amended, the “Employment Agreement”), have not changed in connection with Mr.
Cohen’s appointment as Chief Executive Officer, Principal Executive Officer, Principal Financial Officer and Principal Accounting
Officer of the Company. For more information about the Employment Agreement, see the Company’s Current Report on Form 8-K filed
on October 16, 2023, and the Company’s Current Report on Form 8-K filed on January 19, 2024, the relevant portions of which are
incorporated herein by reference.
There
is no arrangement or understanding between Mr. Cohen and any other person pursuant to which he was appointed as Chief Executive Officer,
Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. There are no family relationships between
Mr. Cohen and any of the Company’s directors, executive officers or persons nominated or chosen by the Company in connection with
Mr. Cohen’s appointment. There are no transactions between Mr. Cohen and the Company that would be required to be reported under
Item 404(a) of Regulation S-K of the Exchange Act, except as reported in the Company’s 2024 Form 10-K, the relevant portions of
which are incorporated herein by reference, and as set forth below.
On
August 18, 2025, V4 Global, LLC (“V4”), an entity affiliated with Mr. Cohen, entered into that certain securities
purchase agreement, by and among the Company and the purchasers signatory thereto, pursuant to which, V4 purchased from the Company
in a private placement 1,000 shares of Series B Convertible Preferred Stock, par value $0.0001 per share, of the Company
(“Series B Preferred Stock”), with an initial conversion price of $1.50 per share, and accompanying warrants to
purchase up to 666,667 shares of common stock, par value $0.0001 per share, with an exercise price of $1.50 per share, at a purchase price per share of Series B
Preferred Stock and accompanying warrant equal to $1,000, for an aggregate purchase price of $1,000,000.
Appointment
of John Shulman to the Board of Directors
On
October 25, 2025, the Board increased the size of the Board to six (6) members and appointed John Shulman to serve as a member of the
Company’s Board, to serve until the Company’s next annual meeting of stockholders or until his successor is duly elected
and qualified. Mr. Shulman will be entitled to the standard compensation paid by the Company to all its nonemployee directors under the
Company’s director compensation program.
There
are no arrangements or understandings between Mr. Shulman and any other person pursuant to which he was appointed as director of the
Company. There is no family relationship between Mr. Shulman and any director or executive officer of the Company. There are no transactions
between Mr. Shulman and the Company that would be required to be reported under Item 404(a) of Regulation S-K of the Exchange Act.
On
October 27, 2025, the Company issued a press release announcing the appointment of Mr. Cohen to his new position, the mutual separation
with Mr. Ratigan and the appointment of Mr. Shulman to the Board. 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 |
| 10.1 |
|
General Release and Severance Agreement, dated October 21, 2025 |
| 99.1 |
|
Press Release dated October 27, 2025. |
| 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:
October 27, 2025 |
By: |
/s/
Scot Cohen |
| |
|
Scot
Cohen |
| |
|
Chief
Executive Officer |
