WRAP CEO acquires convertible preferreds and warrants at $1.50 exercise/conversion

Rhea-AI Filing Summary

Wrap Technologies insider purchase by Executive Chairman and CEO. The filing shows Scot Cohen, Executive Chairman and CEO and 10% owner, directly or indirectly acquired warrants and Series B convertible preferred stock on 08/18/2025 in a private placement under a Securities Purchase Agreement. The Warrants cover 666,667 shares of common stock with an initial exercise price of $1.50 and adjust if lower-priced issuances occur; exercise is conditioned on shareholder approval and the warrants expire five years after that approval. The Preferred Stock converts at $1.50 per share, conversion also conditioned on shareholder approval.

Positive

• Executive Chairman and CEO participated in private placement, signaling insider alignment with the financing.
• Acquisition structured with convertible preferreds and warrants at a defined $1.50 price, providing clarity on conversion/exercise terms.
• Anti-dilution adjustment provisions on warrants protect relative economic position if lower-priced issuances occur.

Negative

• None.

Insights

Financial Analyst

TL;DR: Significant insider purchase of convertible preferreds and warrants totaling economic exposure to 666,667 common shares, subject to shareholder approval.

The transaction creates potential future dilution of 666,667 common shares from warrants and up to 666,667 shares underlying the preferred conversion at an initial $1.50 conversion/exercise price. The instruments were acquired in a private placement and include standard anti-dilution adjustments for lower-priced issuances. Materiality depends on WRAP's outstanding share count, which is not stated here; the report is notable because it signals insider participation in the financing structure.

Corporate Governance Expert

TL;DR: Insider as managing member of V4 Global LLC acquired securities; beneficial ownership is partially disclaimed and exercise/convertibility require shareholder approval.

The reporting person disclaims beneficial ownership except for pecuniary interest and the securities are owned by V4 Global LLC. The conditioned exercisability/convertibility on shareholder approval is material for governance and timing of any share issuance. The filing is properly signed and specifies ownership form as indirect through V4.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Cohen Scot

Role Executive Chairman and CEO

Type	Security	Shares	Price	Value
Grant/Award	Warrants	666,667	$0.00	--
Grant/Award	Series B Convertible Preferred Stock	1,000	$0.00	--

Holdings After Transaction: Warrants — 666,667 shares (Indirect, By V4 Global LLC); Series B Convertible Preferred Stock — 1,000 shares (Indirect, By V4 Global LLC)

Footnotes (1)

1. The warrants (the "Warrants") were purchased by the Reporting Person from the Issuer in a private placement pursuant to that certain Securities Purchase Agreement, dated as of August 18, 2025 (the "Purchase Agreement"). The exercise price of the Warrants is subject to adjustment in the event of any issuances of common stock, par value $0.0001 per share ("Common Stock"), of the Issuer or securities convertible, exercisable or exchangeable for Common Stock, at a price below $1.50, in such case the number of shares of Common Stock issuable upon exercise of Warrants will be adjusted proportionally. The Reporting Person's ability to exercise the Warrants is conditioned on the Issuer obtaining the requisite stockholder approval ("Stockholder Approval") as set forth in the Purchase Agreement. The Warrants expire on the date that is five years from the date of such Stockholder Approval. The reported securities are directly owned by V4 Global LLC ("V4") and may be deemed to be beneficially owned by the Reporting Person as managing member of V4. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The shares of Series B Convertible Preferred Stock of the Issuer (the "Preferred Stock") were purchased by the Reporting Person from the Issuer in a private placement pursuant to the Purchase Agreement. The shares of Preferred Stock are convertible at an initial conversion price equal to $1.50 per share, subject to certain adjustments. The Reporting Person's ability to convert the shares of Preferred Stock is conditioned on the Issuer obtaining Stockholder Approval. The shares of Preferred Stock do not expire.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cohen Scot

(Last) (First) (Middle)

C/O WRAP TECHNOLOGIES, INC.

3480 MAIN HWY, SUITE 202

(Street)

MIAMI FL 33133

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WRAP TECHNOLOGIES, INC. [ WRAP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	$1.5(1)	08/18/2025		A		666,667		(2)	(2)	Common Stock	666,667	(1)	666,667	I	By V4 Global LLC(3)
Series B Convertible Preferred Stock	$1.5(4)	08/18/2025		A		1,000		(5)	(5)	Common Stock	666,667	(4)	1,000	I	By V4 Global LLC(3)

Explanation of Responses:

1. The warrants (the "Warrants") were purchased by the Reporting Person from the Issuer in a private placement pursuant to that certain Securities Purchase Agreement, dated as of August 18, 2025 (the "Purchase Agreement"). The exercise price of the Warrants is subject to adjustment in the event of any issuances of common stock, par value $0.0001 per share ("Common Stock"), of the Issuer or securities convertible, exercisable or exchangeable for Common Stock, at a price below $1.50, in such case the number of shares of Common Stock issuable upon exercise of Warrants will be adjusted proportionally.

2. The Reporting Person's ability to exercise the Warrants is conditioned on the Issuer obtaining the requisite stockholder approval ("Stockholder Approval") as set forth in the Purchase Agreement. The Warrants expire on the date that is five years from the date of such Stockholder Approval.

3. The reported securities are directly owned by V4 Global LLC ("V4") and may be deemed to be beneficially owned by the Reporting Person as managing member of V4. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

4. The shares of Series B Convertible Preferred Stock of the Issuer (the "Preferred Stock") were purchased by the Reporting Person from the Issuer in a private placement pursuant to the Purchase Agreement. The shares of Preferred Stock are convertible at an initial conversion price equal to $1.50 per share, subject to certain adjustments.

5. The Reporting Person's ability to convert the shares of Preferred Stock is conditioned on the Issuer obtaining Stockholder Approval. The shares of Preferred Stock do not expire.

	/s/ Scot Cohen	08/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Scot Cohen acquire in the WRAP Form 4 filing?

He acquired warrants covering 666,667 common shares and 1,000 shares of Series B Convertible Preferred Stock that convert into common shares, per the filing.

What are the exercise and conversion prices for the WRAP securities?

The initial exercise/conversion price is $1.50 per share for both the warrants and the preferred stock, subject to adjustment as described in the filing.

When can the warrants be exercised or the preferred be converted?

Both are conditioned on the issuer obtaining shareholder approval; the warrants expire five years after such approval and the preferred shares do not expire.

Does Scot Cohen directly own the reported securities?

The securities are directly owned by V4 Global LLC and may be deemed beneficially owned by Scot Cohen as V4's managing member; he disclaims beneficial ownership except for pecuniary interest.

What is the transaction date reported on Form 4 for WRAP?

The transaction date is 08/18/2025, and the Form 4 was signed on 08/28/2025.