Wrap Technologies Inc SEC Filings

Scot Cohen, Executive Chairman and CEO of Wrap Technologies, Inc. (WRAP), reported a sale of common stock on 08/29/2025 to satisfy tax liabilities arising from the vesting and settlement of restricted stock units. The filing shows 96,989 shares sold at an average price of $1.306, with sale prices ranging from $1.261 to $1.351. After the transactions, the reporting person beneficially owned 6,275,356 shares (directly).

The disclosure identifies Cohen as a director, officer and >10% owner and states the sale was executed to cover tax obligations related to RSU vesting. The filer offers to provide transaction-level price breakdowns on request.

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.

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.

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.

Wrap Technologies, Inc. reported mixed interim results showing product and service revenue declines and continued operating losses while maintaining capital raises and complex equity instruments. Total revenues for the three months ended June 30, 2025 were $1,012 thousand, down from $1,573 thousand a year earlier (a 36% decrease). For the six months the Company recorded $1,778 thousand versus $3,049 thousand a year earlier (a 42% decrease). Selling, general and administrative expenses fell to $2,986 thousand for the quarter from $3,475 thousand last year, a 14% reduction, and to $7,128 thousand for six months from $7,695 thousand, a 7% decline, showing expense control despite lower sales. The company recorded a net loss of $(3,618) thousand for the period presented. Wrap sells the BolaWrap remote restraint device and provides VR training and body-worn camera/digital evidence solutions through subsidiaries. Capital activity includes a Series A financing and a PIPE raising aggregate gross proceeds (Series A offering $10,000 allocated between preferred and warrants; PIPE gross proceeds $5,790 with $5,185 allocated to PIPE warrants). The Company disclosed concentrated customer exposure (three customers ~65% of revenue) and continuing warrant, preferred stock and lease obligations that affect liquidity and equity dilution.

Wrap Technologies, Inc. reported mixed interim results showing product and service revenue declines and continued operating losses while maintaining capital raises and complex equity instruments. Total revenues for the three months ended June 30, 2025 were $1,012 thousand, down from $1,573 thousand a year earlier (a 36% decrease). For the six months the Company recorded $1,778 thousand versus $3,049 thousand a year earlier (a 42% decrease). Selling, general and administrative expenses fell to $2,986 thousand for the quarter from $3,475 thousand last year, a 14% reduction, and to $7,128 thousand for six months from $7,695 thousand, a 7% decline, showing expense control despite lower sales. The company recorded a net loss of $(3,618) thousand for the period presented. Wrap sells the BolaWrap remote restraint device and provides VR training and body-worn camera/digital evidence solutions through subsidiaries. Capital activity includes a Series A financing and a PIPE raising aggregate gross proceeds (Series A offering $10,000 allocated between preferred and warrants; PIPE gross proceeds $5,790 with $5,185 allocated to PIPE warrants). The Company disclosed concentrated customer exposure (three customers ~65% of revenue) and continuing warrant, preferred stock and lease obligations that affect liquidity and equity dilution.

On July 1 2025, Wrap Technologies, Inc. (ticker WRAP) filed a Form 4 disclosing that director Bruce Bernstein received an equity award of 19,391 Restricted Stock Units (RSUs) in connection with his board service for the quarter ended June 30 2025. The filing categorizes the transaction code as "A" (acquisition) and lists a transaction price of $0, consistent with a no-cost stock grant. Of the total RSUs, 12,604 vested immediately on the grant date, while the remaining units will vest in eight equal monthly tranches. Following this award, Bernstein’s total beneficial ownership increased to 194,146 shares held in direct form.

The filing does not reference any derivative securities, sales, or additional transactions, indicating a routine compensation-related grant that modestly increases insider ownership without cash outlay. No 10b5-1 trading plan is cited.

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.