Form 8-K

8-K — WRAP TECHNOLOGIES, INC.

Accession: 0001493152-26-039044

Filed: 2026-08-18

Period: 2026-08-18

CIK: 0001702924

SIC: 3480 (ORDNANCE & ACCESSORIES, (NO VEHICLES/GUIDED MISSILES))

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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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): August 18, 2026

WRAP

TECHNOLOGIES, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-38750

98-0551945

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

3350

Virginia Street

Miami,

Florida 33133

(Address

of principal executive offices) (Zip Code)

(800)

583-2652

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

name or former 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:

☐

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 ☐

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

8.01 Other Events

previously disclosed on Wrap Technologies, Inc.’s (the “Company”) Current Report on Form 8-K filed with the Securities

and Exchange Commission on August 18, 2026, on August 16, 2026, the Company entered into a securities purchase agreement (the “Purchase

Agreement”) with a certain institutional investor and an existing investor (the “Investors”), pursuant to which the

Company agreed to issue and sell in a registered direct offering (the “Offering”) 5,771,519 shares (the “Shares”)

of the Company’s common stock, par value $0.0001 per share, and Pre-Funded Warrants (the “Pre-Funded Warrants”) to

purchase up to 2,800,090 shares of Common Stock (the “Pre-Funded Warrant Shares”) at a purchase price of $1.40 per share

or $1.3999 per Pre-Funded Warrant.

The

Offering closed on August 18, 2026. The gross proceeds to the Company from the Offering were approximately $12.0 million before deducting

offering expenses payable by the Company. The Company currently plans to use the net proceeds from the Offering for working capital and

general corporate purposes, including for any future planned business expansion.

August 18, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached hereto

as Exhibit 99.1 and is incorporated herein by reference.

Item

9.01

Financial

Statements and Exhibits.

(d)

Exhibits.

Exhibit

Description

99.1

Press Release, dated August 18, 2026

104

Cover

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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.

Date:

August 18, 2026

WRAP

TECHNOLOGIES, INC.

By:

/s/

Scot Cohen

Name:

Scot

Cohen

Title:

Chief

Executive Officer

(Principal

Executive Officer, Principal Financial Officer and Principal Accounting Officer)

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Wrap

Technologies Announces the Closing of $12.0 Million Registered Direct Offering of Common Stock

MIAMI,

August 18, 2026 (GLOBE NEWSWIRE) — Wrap Technologies, Inc. (Nasdaq: WRAP) (“WRAP” or the “Company”), a

global public safety technology company delivering intelligent detection, orchestration and response solutions designed for the next

generation of autonomous public safety, today announced it has closed its previously announced registered direct offering (the “Offering”)

with a fundamental institutional investor and an existing investor of the Company, consisting of 8,571,609 shares of the Company’s

common stock (or pre-funded warrants in-lieu thereof) at an offering price of $1.40 per share. The gross proceeds to the Company from

the Offering were approximately $12.0 million before deducting placement agent fees and other Offering expenses. The Company intends

to use the proceeds from the Offering for general corporate purposes and working capital, including for any future planned business expansion.

Maxim

Group LLC acted as the sole placement agent in connection with the Offering.

The

securities were offered pursuant to a shelf registration statement on Form S-3 (File No. 333-291707), which was declared effective by

the U.S. Securities and Exchange Commission (the “SEC”) on December 18, 2025. The Offering was made only by means of a prospectus

supplement and the accompanying prospectus that form a part of such registration statement. A prospectus supplement relating to the Offering

was filed by the Company with the SEC. Copies of the prospectus supplement and accompanying prospectus can be obtained at the SEC’s

website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, via email at syndicate@maximgrp.com,

or telephone at (212) 895-3500.

This

press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities

in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities

laws of such jurisdiction.

About

Wrap Technologies, Inc.

Wrap

Technologies, Inc. (Nasdaq: WRAP) is a global public safety technology and training company focused on developing tools, training and

capabilities designed to support awareness, earlier intervention and more appropriate responses to challenging encounters.

Cautionary

Note on Forward-Looking Statements - Safe Harbor Statement

This

release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private

Securities Litigation Reform Act of 1995. Words such as “expect,” “anticipate,” “should”, “believe”,

“target”, “project”, “goals”, “estimate”, “potential”, “predict”,

“may”, “will”, “could”, “intend”, and variations of these terms or the negative of these

terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements include, but are

not limited to, statements relating to the use of proceeds from the Offering, including any statements regarding any future planned business

expansion. The Company’s actual results could differ materially from those stated or implied in forward-looking statements due

to a number of factors, including but not limited to: the Company’s ability to maintain compliance with the Nasdaq Capital Market’s

listing standards; the Company’s ability to successfully implement training programs for the use of its products; the Company’s

ability to manufacture and produce products for its customers; the Company’s ability to develop sales for its products; market

acceptance of existing and future products; changes in law enforcement budgets, policies, procurement practices, and use-of-force standards;

the availability of funding to continue to finance operations; the complexity, expense, and time associated with sales to law enforcement

and government entities; the lengthy evaluation and sales cycle for the Company’s product solutions; product defects; litigation

risks from alleged product-related injuries; risks of government regulations and changes in regulatory classifications or interpretations;

the impact resulting from geopolitical conflicts and any resulting sanctions; the ability to obtain export licenses for countries outside

of the United States; the ability to obtain patents and defend intellectual property against competitors; the impact of competitive products

and solutions; and the Company’s ability to maintain and enhance its brand, as well as other risk factors mentioned in the Company’s

most recent annual report on Form 10-K, subsequent quarterly reports on Form 10-Q, and other Securities and Exchange Commission filings.

These forward-looking statements are made as of the date of this release and were based on current expectations, estimates, forecasts,

and projections as well as the beliefs and assumptions of management. Except as required by law, the Company undertakes no duty or obligation

to update any forward-looking statements contained in this release as a result of new information, future events, or changes in its expectations.

Investor

Relations Contact:

(800)

583-2652

ir@wrap.com

wrap.com

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Entity Tax Identification Number

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Entity Incorporation, State or Country Code

Entity Address, Address Line One

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