WRAP Seeks Share Increase, Reverse Split, and Equity Plan Boost

TL;DR

**WRAP is gearing up for a major capital restructuring with a share increase and reverse split, signaling a desperate move to stay listed and fund future operations.**

AI Summary

WRAP TECHNOLOGIES, INC. (WRAP) is holding its 2025 Annual Meeting on December 12, 2025, to address several critical proposals impacting its capital structure and governance. Key proposals include electing six directors, ratifying HTL International, LLC as the independent auditor for fiscal year 2025, and significantly increasing authorized common stock from 150,000,000 to 200,000,000 shares. The company also seeks approval to issue common stock underlying Series B convertible preferred stock and Series B Warrants from an August 18, 2025, Securities Purchase Agreement, and to increase shares available for its 2017 Equity Compensation Plan by 4,000,000 to a total of 20,500,000 shares. Most notably, WRAP proposes a discretionary reverse stock split at a ratio of 1-for-2 to 1-for-10, to be implemented within one year of approval, likely to address Nasdaq listing requirements. These actions collectively aim to provide financial flexibility and potentially improve stock market perception.

Why It Matters

WRAP's proposed increase in authorized shares to 200,000,000 and the potential 1-for-2 to 1-for-10 reverse stock split are critical for investors, signaling potential future capital raises and an attempt to boost share price to maintain Nasdaq compliance. The issuance of shares related to the August 18, 2025, Series B Purchase Agreement indicates recent financing activities, which could dilute existing shareholders. For employees, the 4,000,000 share increase in the 2017 Equity Compensation Plan means more stock-based incentives, potentially aligning their interests with long-term company performance. These moves suggest WRAP is actively managing its capital structure to support operations and growth in a competitive market.

Risk Assessment

Risk Level: high — The proposal for a reverse stock split at a ratio of 1-for-2 to 1-for-10, at the Board's discretion, strongly suggests the company is at risk of failing to meet Nasdaq's minimum bid price requirement. Additionally, increasing authorized shares from 150,000,000 to 200,000,000 and increasing the equity compensation plan by 4,000,000 shares to 20,500,000 could lead to significant future dilution for existing shareholders, indicating a need for capital that may not be met through organic growth.

Analyst Insight

Investors should carefully evaluate the potential for significant dilution from the proposed share increase and equity plan expansion, alongside the implications of a reverse stock split, which often precedes further price declines. Consider reducing exposure if current holdings are substantial, or avoid new positions until the company demonstrates a clear path to sustainable profitability and Nasdaq compliance without relying on dilutive financing or reverse splits.

Key Numbers

• 200,000,000 shares — Proposed authorized common stock (Increase from 150,000,000 shares)
• 4,000,000 shares — Increase in 2017 Equity Compensation Plan (Bringing total to 20,500,000 shares)
• 1-for-2 to 1-for-10 — Reverse stock split ratio (Discretionary range for the Board)
• 51,507,022 shares — Common Stock outstanding (As of Record Date October 15, 2025)
• $15,000 — Fee for Sodali & Co. LLC (For proxy solicitation services)
• December 12, 2025 — Date of Annual Meeting (Virtual meeting at 10 a.m. Eastern Time)
• August 18, 2025 — Date of Securities Purchase Agreement (Related to Series B Preferred Stock and Warrants)

Key Players & Entities

• WRAP TECHNOLOGIES, INC. (company) — Registrant and Company
• Scot Cohen (person) — Chief Executive Officer and Chairman of the Board
• HTL International, LLC (company) — Independent registered public accounting firm for fiscal year ending December 31, 2025
• Nasdaq (regulator) — Listing Rule 5635(d) compliance
• Sodali & Co. LLC (company) — Proxy solicitor for the Annual Meeting
• Securities and Exchange Commission (regulator) — Regulatory body for SEC filings
• Colonial Stock Transfer (company) — Stock transfer agent

FAQ

Risk Factors

• Potential Dilution from Stock Issuances [high — financial]: The company is seeking approval to increase authorized common stock by 50,000,000 shares to 200,000,000 and to issue shares underlying Series B convertible preferred stock and warrants. This could significantly dilute existing shareholders' ownership percentage and potentially depress the stock price.
• Nasdaq Listing Requirements [high — regulatory]: The proposed discretionary reverse stock split (1-for-2 to 1-for-10) is likely intended to address Nasdaq listing requirements, specifically the minimum bid price. Failure to maintain compliance could lead to delisting, severely impacting liquidity and investor confidence.
• Reverse Stock Split Impact [medium — financial]: While intended to boost share price, a reverse stock split can be perceived negatively by the market, signaling underlying business challenges. It may not address the fundamental issues affecting the stock's performance and could lead to increased volatility.
• Equity Compensation Plan Increase [medium — financial]: The proposal to increase shares available under the 2017 Equity Compensation Plan by 4,000,000 shares to 20,500,000 could lead to further dilution if stock options or grants are issued, impacting earnings per share and shareholder value.

Industry Context

Wrap Technologies operates in the security technology sector, focusing on innovative solutions for law enforcement and security professionals. The industry is characterized by rapid technological advancements, increasing demand for advanced surveillance and tracking tools, and a competitive landscape with both established players and emerging startups. Companies in this space often rely on R&D and strategic partnerships to maintain a competitive edge.

Regulatory Implications

The proposed reverse stock split is a direct response to potential non-compliance with Nasdaq's minimum bid price requirement. Failure to maintain compliance could lead to delisting, significantly impacting the company's visibility and access to capital markets. The increase in authorized shares and equity plan amendments also carry implications for shareholder dilution and require careful oversight.

What Investors Should Do

1. Vote FOR Proposal 1: Election of Directors to maintain experienced leadership on the Board.
2. Vote FOR Proposal 2: Ratification of HTL International, LLC as Independent Auditor to ensure financial transparency and compliance.
3. Vote FOR Proposal 3: Share Increase Proposal to provide the company with necessary capital flexibility for future growth and operations.
4. Vote FOR Proposal 4: Issuance Proposal to allow the company to issue shares related to the Series B financing, crucial for its financial strategy.
5. Vote FOR Proposal 5: Incentive Plan Amendment to continue attracting and retaining key talent through equity-based compensation.
6. Vote FOR Proposal 6: Reverse Stock Split Proposal to help the company regain compliance with Nasdaq listing requirements and potentially improve its stock's market perception.

Key Dates

• 2025-12-12: 2025 Annual Meeting of Stockholders — Key proposals impacting capital structure, governance, and stock performance will be voted on, including a significant stock increase and a reverse stock split.
• 2025-11-17: Distribution of Proxy Materials — Shareholders received information regarding the Annual Meeting and proposals, allowing time for review and proxy voting.
• 2025-10-15: Record Date for Annual Meeting — Determined the stockholders eligible to vote at the 2025 Annual Meeting.
• 2025-08-18: Securities Purchase Agreement — Related to the issuance of Series B convertible preferred stock and warrants, which requires shareholder approval for the underlying stock issuance.
• 2024-12-31: Fiscal Year End — The financial statements for this period are included in the 2024 Annual Report on Form 10-K, providing historical financial context.

Glossary

DEF 14A

A proxy statement filed with the SEC by publicly traded companies when they are soliciting shareholder votes for matters such as annual meetings. (This document contains the information being analyzed, detailing proposals and company information for the 2025 Annual Meeting.)

Authorized Common Stock

The maximum number of shares of common stock that a corporation is legally permitted to issue, as specified in its charter documents. (The company is proposing to increase this number significantly, which has implications for future fundraising and potential dilution.)

Reverse Stock Split

A corporate action in which a company reduces the number of its outstanding shares by consolidating them, typically to increase the per-share market price. (WRAP is proposing a discretionary reverse stock split, likely to meet exchange listing requirements and improve its stock's market perception.)

Series B Convertible Preferred Stock

A class of preferred stock that can be converted into a predetermined number of common stock shares, often issued in private placements. (The issuance of shares underlying this security requires shareholder approval and can impact the company's capital structure and common stock count.)

Equity Compensation Plan

A plan established by a company to grant stock options, restricted stock, or other equity-based awards to employees, directors, or consultants. (The company is seeking to increase the number of shares available under its 2017 plan, which could lead to future share dilution.)

Independent Registered Public Accounting Firm

An external audit firm hired by a company to provide an independent opinion on the fairness of its financial statements. (The ratification of HTL International, LLC as the auditor is a standard agenda item for annual meetings.)

Year-Over-Year Comparison

This filing focuses on critical proposals for the 2025 Annual Meeting, including significant capital structure changes like a large increase in authorized shares and a discretionary reverse stock split. Unlike a typical year-over-year financial comparison, this DEF 14A highlights strategic decisions aimed at addressing market perception and regulatory compliance, particularly concerning Nasdaq listing rules, rather than reporting on past financial performance trends.

Key Financial Figures

• $0.0001 — rized shares of common stock, par value $0.0001 per share ("Common Stock"), from 150,00
• $15,000 — bed above. Sodali will receive a fee of $15,000, plus approved and reasonable out of po

Filing Documents

• formdef14a.htm (DEF 14A) — 963KB
• formdef14a_001.jpg (GRAPHIC) — 5KB
• formdef14a_002.jpg (GRAPHIC) — 120KB
• formdef14a_003.jpg (GRAPHIC) — 95KB
• image_001.jpg (GRAPHIC) — 1138KB
• image_002.jpg (GRAPHIC) — 643KB
• 0001493152-25-023920.txt ( ) — 6773KB
• wrap-20241231.xsd (EX-101.SCH) — 7KB
• wrap-20241231_def.xml (EX-101.DEF) — 12KB
• wrap-20241231_lab.xml (EX-101.LAB) — 69KB
• wrap-20241231_pre.xml (EX-101.PRE) — 44KB
• formdef14a_htm.xml (XML) — 111KB

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 10 Management and Corporate Governance 12 Certain Relationships and Related Person Transactions 20 Executive Officer and Director Compensation 22 Proposal No. 1-Election of Directors 33 Report of Audit Committee 34 Proposal No. 2-Independent Registered Public Accounting Firm 35 Proposal No. 3-Share Increase Proposal 37 Proposal No. 4 - Issuance Proposal 40 Proposal No. 5 - Incentive Plan Amendment 44 Proposal No. 6 - Reverse Stock Split Proposal 51 Proposal No. 7 - Adjournment Proposal 59 Other Matters 60 Stockholder Communications to the Board 60 Stockholder Proposals and Nominations for Director 60 Annex A- Certificate of Amendment of Amended and Restated Certificate of Incorporation of Wrap Technologies, Inc. i Wrap Technologies, Inc. 3480 Main Hwy, Suite 202 Miami, Florida 33133 PROXY WRAP TECHNOLOGIES, INC. 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 12, 2025 This proxy statement (this "Proxy Statement"), along with the Notice of Annual Meeting of Stockholders, contains information about the 2025 Annual Meeting (the "Annual Meeting") of Wrap Technologies, Inc., including any adjournments or postponements thereof. We are holding the Annual Meeting at 10 a.m. Eastern Time, on Friday, December 12, 2025, in virtual format at www.virtualshareholdermeeting.com/WRAP2025 . In this Proxy Statement, we refer to Wrap Technologies, Inc. as "Wrap," "the Company," "we" and "us." This Proxy Statement relates to the solicitation of proxies by our Board of Directors (the "Board") for use at the Annual Meeting. On or about November 17, 2025, we began sending proxy materials to stockholders entitled to vote at the Annual Meeting. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER ANNUAL MEETING TO BE HELD ON DECEMBER 12, 2025 This Proxy Statement, our Notice of Annual Meeting of Stoc

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View this DEF 14A filing on SEC EDGAR