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Wrap Technologies, Inc. 8-K Filings

WRAP NASDAQ

Every 8-K that Wrap Technologies, Inc. (WRAP) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow WRAP and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full WRAP filings page.

Rhea-AI Summary

WRAP TECHNOLOGIES, INC. (WRAP) approved amended and restated employment agreements for Executive Chairman and CEO Scot Cohen and President and COO Jared Novick, each providing a $200,000 annual base salary, a two-year initial term with automatic one-year renewals, eligibility for an annual discretionary bonus, and severance equal to 12 months of base salary plus COBRA premium reimbursement if terminated without Cause, for Good Reason, or upon non-renewal by the company.

The compensation committee also granted 4,000,000 shares of performance restricted stock to Cohen and 2,000,000 shares to Novick, with 1,600,000 and 800,000 of those shares, respectively, contingent on stockholder approval of an increase in shares under the 2017 Equity Compensation Plan by March 15, 2027. Vesting for both awards occurs in tranches tied to market capitalization thresholds of $150.0 million, $225.0 million, $337.5 million, and $506.25 million maintained for 45 consecutive trading days, with accelerated vesting mechanics in connection with qualifying corporate transactions or certain terminations. In addition, prior stock option agreements for Cohen and Novick were amended to extend the post-termination exercise period (other than for cause, death, or disability) from 3 months to 24 months.

Rhea-AI Summary

WRAP TECHNOLOGIES, INC. (WRAP) reported the closing of a registered direct offering with an institutional investor and an existing investor. The company issued 5,771,519 shares of common stock and pre-funded warrants exercisable for up to 2,800,090 additional shares, for a total of 8,571,609 shares of common stock (or pre-funded warrants in-lieu thereof) at an offering price of $1.40 per share or $1.3999 per pre-funded warrant. Gross proceeds were approximately $12.0 million before fees and expenses. WRAP currently plans to use the net proceeds for working capital and general corporate purposes, including any future planned business expansion. The securities were issued off an effective Form S-3 shelf registration statement, with Maxim Group LLC acting as sole placement agent.

Rhea-AI Summary

Wrap Technologies, Inc. entered into a registered direct offering with a fundamental institutional investor and an existing investor, offering 8,571,609 shares of common stock (or pre-funded warrants in-lieu thereof) at $1.40 per share, for estimated gross proceeds of $12.0 million before fees and expenses.

The structure includes 5,771,519 shares of common stock and Pre-Funded Warrants to purchase up to 2,800,090 shares, with an initial exercise price of $0.0001 per share and a 4.99% (or 9.99%) Beneficial Ownership Limitation. The company plans to use net proceeds for working capital and general corporate purposes, including future planned business expansion. Maxim Group LLC acts as sole placement agent, earning a 7.0% cash fee on most proceeds, a reduced 3.5% fee on certain investors, plus up to $75,000 in expense reimbursement. Closing is expected on or about August 18, 2026, subject to customary conditions.

Rhea-AI Summary

Wrap Technologies, Inc. reported strong second-quarter 2026 results, with total revenue increasing 103% year over year to $2.1 million. Gross profit rose to $1.5 million and gross margin expanded to about 75%. Operating loss improved to $(2.3) million, and net loss also narrowed to $(2.3) million. Cash and cash equivalents were $4.8 million at June 30, 2026, while total liabilities declined to $2.0 million, aided by the termination of a former office lease.

For the first six months of 2026, revenue grew 78% to $3.2 million and gross margin increased to about 71%, with net cash used in operating activities improving to $(3.7) million. Subsequent to quarter end, the ATF classified BolaWrap 150 as a non-firearm, non-weapon instrument of restraint and rescue, expanding potential use cases beyond law enforcement. Wrap also made a strategic investment in Frenel Imaging Ltd. to support its new WrapShield detection platform.

Rhea-AI Summary

Wrap Technologies, Inc. entered into a securities purchase agreement with Frenel Imaging Ltd. and other investors, under which it acquired 74,918 Series A Preferred Shares of Frenel at $26.6959 per share for an aggregate $2,000,000, including $300,000 previously advanced. Investors collectively hold an irrevocable option to invest up to an additional $2,500,000 in Series A-2 Preferred Shares based on an $18,500,000 pre-money valuation within 24 months. The Preferred Shares are convertible into ordinary shares, carry voting rights on an as-converted basis, include a liquidation preference, and are subject to automatic conversion upon an IPO; while Wrap holds at least 80% of the Preferred Shares, it also has right-of-first-refusal and co-sale rights.

Concurrently, Wrap entered an exclusive distribution license with Frenel, granting Wrap exclusive rights to market, sell, distribute, integrate, and provide Frenel’s thermal-polarimetric image-processing software in the United States and, via U.S. Foreign Military Financing and Foreign Military Sales, to NATO customers. Exclusivity runs for an initial four-year period and depends on performance milestones, including operational and business development targets by 12 and 24 months and cumulative net revenue to Frenel from Wrap-executed sales exceeding $3,000,000 by 36 months, after which failure triggers conversion to a non-exclusive license. The deal includes a revenue-share structure, termination and change-of-control provisions, a 12‑month tail period on certain prospects, key-person involvement requirements, and customary IP, indemnification, and confidentiality terms. Wrap also entered an amended investors’ rights agreement with Frenel shareholders and announced the launch of WrapShield, an autonomous defense and public safety platform anchored by the Frenel investment and license.

Rhea-AI Summary

Wrap Technologies reported strong top-line growth but continued losses for Q1 2026. Revenue rose 45% year over year to $1.1 million, driven by triple-digit product sales growth to $0.9 million. Bookings reached $3.2 million, split between $1.1 million domestic and $2.1 million international, underscoring global demand for its non-lethal response solutions.

Gross profit increased to $0.7 million with a 62% margin, down from 78% as the company invests in growth. Operating expenses rose to $5.5 million, largely from higher non-cash share-based compensation, leading to a $4.8 million operating loss. Net loss was $4.5 million versus prior-year net income of $0.1 million, which benefited from a $4.0 million non-cash warrant liability gain.

Cash and cash equivalents improved to $7.3 million from $3.5 million at year-end, while cash used in operating activities narrowed 59% to $1.2 million. Strategically, Wrap secured a U.S. Department of Homeland Security purchase order, international drone and counter-drone pre-orders, and a new India agreement, supporting its focus on integrated non-lethal response, drone interdiction, and counter-UAS platforms.

Rhea-AI Summary

Wrap Technologies, Inc. reported fourth quarter and full year 2025 results showing faster growth and improving efficiency while remaining unprofitable. Q4 2025 gross revenue rose 62% to $1.4 million, with product sales more than doubling to $1.2 million. Gross margin improved from 47% to 52%, and loss from operations narrowed to $(3.9) million, helping cut Q4 net loss nearly in half to $(3.9) million.

For 2025, gross revenue increased 15% to $5.2 million, technology-enabled services revenue climbed 85% to $1.7 million, and gross margin improved from 55% to 58%. Operating expenses fell 10% to $16.2 million, and loss from operations improved to $(13.5) million, though full-year net loss widened to $(10.3) million primarily from lower non-cash warrant fair value income. Management highlights a shift toward subscription-based training, body cameras, and services, expanding international and federal markets, and is targeting approximately 100% revenue growth in 2026.

Rhea-AI Summary

Wrap Technologies, Inc. entered into a securities purchase agreement for a private placement of equity and warrants. The deal includes 1,700,000 common shares, pre-funded warrants to buy up to 800,000 shares at an exercise price of $0.0001, and common warrants to buy up to 2,500,000 shares at $2.30 per share. Investors paid $2.00 for each common share and accompanying common warrant, and $1.9999 for each pre-funded warrant and accompanying common warrant. The transaction closed on February 3, 2026 and generated approximately $5 million in gross proceeds, which the company plans to use for general corporate purposes and working capital. The securities were issued in an unregistered private offering under Section 4(a)(2) and Regulation D, with registration rights for resale of the shares and warrant shares.

Rhea-AI Summary

Wrap Technologies, Inc. reported results from its 2025 annual stockholder meeting. Stockholders approved an amendment to the 2017 Equity Compensation Plan, increasing the pool available for equity awards by 4,000,000 shares of common stock to a total of 20,500,000 shares.

Stockholders also approved an amendment to the company’s certificate of incorporation to raise the number of authorized common shares from 150,000,000 to 200,000,000, with a corresponding increase to total authorized capital stock. The amendment was filed with the Delaware Secretary of State after the meeting.

All proposals described in the proxy statement were approved, including the election of all director nominees. As of the October 15, 2025 record date, 51,507,022 common shares were outstanding, and 30,140,775 votes were represented in person or by proxy, constituting a quorum.

Rhea-AI Summary

Wrap Technologies furnished an 8-K under Item 2.02 announcing its financial results for the fiscal quarter ended September 30, 2025. The earnings press release is attached as Exhibit 99.1. The company states the information is being furnished and not deemed “filed” for purposes of Section 18 of the Exchange Act, and it will be incorporated by reference only if specifically referenced in a future filing.

Rhea-AI Summary

Wrap Technologies (WRAP) amended its bylaws to adopt a majority of votes cast standard for stockholder matters other than director elections, effective November 5, 2025. Under the change, only “votes cast” count toward the outcome, excluding abstentions and broker non‑votes.

The same majority-of-votes-cast standard applies when a separate class or series vote is required. The update aligns vote counting with common practices and is reflected in an attached bylaw amendment (Exhibit 3.1).

Rhea-AI Summary

Wrap Technologies (WRAP) announced leadership changes and board expansion. The Company and Jerry Ratigan mutually agreed to his separation from roles as Chief Financial Officer, Principal Accounting Officer and Principal Financial Officer, effective October 24, 2025. Under a Separation Agreement, he will receive a $50,000 severance payment, representing three months of base salary, in exchange for a general release.

On October 25, 2025, the Board appointed Scot Cohen, the Company’s Chief Executive Officer and Principal Executive Officer, to also serve as Principal Financial Officer and Principal Accounting Officer, with no additional compensation and no changes to his existing employment agreement. The Board increased its size to six members and appointed John Shulman as a director. The Company highlighted a prior transaction: on August 18, 2025, V4 Global, LLC, an entity affiliated with Mr. Cohen, purchased 1,000 shares of Series B Convertible Preferred Stock with an initial conversion price of $1.50 per share and accompanying warrants to purchase up to 666,667 shares, for an aggregate purchase price of $1,000,000. A press release was issued on October 27, 2025.

Rhea-AI Summary

Wrap Technologies, Inc. reported that it has formally created a new class of preferred stock called Series B Convertible Preferred Stock by filing a Certificate of Designations with the Delaware Secretary of State, which became effective upon filing.

This filing implements terms previously agreed with accredited investors in a private placement, where the Company agreed to sell 4,500 shares of Series B Preferred Stock with a stated value of $1,000 per share, initially convertible into up to 3,000,000 shares of common stock at $1.50 per share, together with accompanying warrants to purchase up to 3,000,000 shares of common stock at an initial exercise price of $1.50 per share, in each case subject to requisite stockholder approval.

The creation of the Series B Preferred Stock represents a material modification to the rights of existing security holders, and the full terms are set out in the Certificate of Designations filed as an exhibit.

Rhea-AI Summary

Wrap Technologies, Inc. entered into a securities purchase agreement for a private placement of new preferred stock and warrants. The company will sell 4,500 shares of Series B Convertible Preferred Stock, each with a stated value of $1,000 and initially convertible into up to a total of 3,000,000 common shares at $1.50 per share. Investors will also receive warrants to purchase up to 3,000,000 common shares at an initial exercise price of $1.50 per share.

The gross proceeds to Wrap Technologies are expected to be approximately $4.5 million before expenses, to be used for general corporate purposes and working capital. Conversion of the preferred stock and exercise of the warrants will begin only after stockholder approval under Nasdaq Rule 5635(d) and an increase in authorized shares. The warrants will have a five-year term from the effective date of that stockholder approval, and are subject to 4.99% (or 9.99% at the holder’s election) beneficial ownership limits. The company also agreed to register the resale of the common shares and warrant shares within specified timelines.

Rhea-AI Summary

Wrap Technologies, Inc. (WRAP) filed an 8-K to disclose two warrant amendments executed on June 30, 2025.

  • Series A Warrants: Holders agreed to revise the “Black Scholes Value” definition so the underlying share price equals the cash price per share plus any non-cash consideration offered in a Fundamental Transaction. In exchange, the warrant term is extended to 6.5 years from the original issue date.
  • 2025 Warrants: A similar adjustment to the “Black Scholes Value” definition was accepted by certain 2025 Investors, and the term is extended to 5.5 years from issuance.

The amendments apply only to valuation mechanics in the event of a Fundamental Transaction; there is no mention of new cash proceeds or changes to exercise price, share count, or other economic terms.

Exhibit 10.1 contains the Series A Warrant Amendment; Exhibit 10.2 contains the 2025 Warrant Amendment. No financial statements were included.

Investor take-away: The Company has aligned warrant valuation language across two issuances and granted longer exercise windows to investors, potentially extending dilution risk while clarifying payout terms in a change-of-control scenario.

Rhea-AI Summary

Wrap Technologies (NASDAQ:WRAP) filed an 8-K announcing the appointment of Gerald "Jerry" Ratigan, 44, as Chief Financial Officer, principal accounting officer and principal financial officer effective 23 June 2025.

Ratigan brings 20+ years of public-company finance, SEC compliance and capital-markets experience, most recently serving as Acting CFO at Gearbox Entertainment. Compensation includes a $200,000 base salary, eligibility for an annual performance bonus, and 200,000 stock options at a $1.41 exercise price, vesting in four equal annual tranches.

The filing states there are no related-party transactions or family relationships, and a confirming press release (Exhibit 99.1) was issued on 24 June 2025.