Wrap Technologies Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Item 3.03 Material Modification to Rights of Security Holders.
As previously disclosed, on August 18, 2025, Wrap Technologies, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Series B Purchase Agreement”) with certain accredited investors (collectively, the “Series B Investors”), pursuant to which it agreed to sell to the Series B Investors in a private placement: 4,500 shares of the Company’s newly-designated Series B Convertible Preferred Stock, with a par value of $0.0001 per share and a stated value of $1,000 per share (the “Series B Preferred Stock”), initially convertible into up to 3,000,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at an initial conversion price of $1.50 per share and (ii) accompanying warrants (“Warrants”) to purchase up to 3,000,000 shares of Common Stock, with an initial exercise price of $1.50 per share, in each case, subject to obtaining the requisite stockholder approval.
On August 20, 2025, the Company filed the Certificate of Designations of Series B Preferred Stock with the Secretary of State of the State of Delaware (the “Series B Certificate of Designations”), thereby creating the Series B Preferred Stock. The Series B Certificate of Designations became effective with the Secretary of State of the State of Delaware upon filing. The terms of the Series B Convertible Preferred Stock are as set forth in the Series B Certificate of Designations.
The foregoing description of the Series B Certificate of Designations does not purport to be complete and is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The matters described in Item 3.03 of this Current Report on Form 8-K related to the filing of the Series B Certificate of Amendment are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
| 3.1 | Certificate of Designations of Series B Convertible Preferred Stock of Wrap Technologies, Inc. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
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.
| WRAP TECHNOLOGIES, INC. | ||
| Date: August 26, 2025 | By: | /s/ Scot Cohen |
| Scot Cohen | ||
| Chief Executive Officer | ||