WRAP TECHNOLOGIES, INC.

For the period ended Dec 31, 2024. Filed Nov 17, 2025.

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Dec 31, 2024 · Filed Nov 17, 2025

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WRAP$1.18+15.7%Stored close · as of Nov 6, 2026

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**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A INFORMATION

**Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

WRAP TECHNOLOGIES, INC.** **

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

November 17, 2025

Dear Stockholders of Wrap Technologies, Inc.:

It is our pleasure to invite you to the 2025 Annual Meeting (the “Annual Meeting”) of Stockholders of Wrap Technologies, Inc. (the “Company,” “Wrap,” “our” or “we”). The Annual Meeting will be held at 10 a.m. Eastern Time on Friday, December 12, 2025, in a virtual meeting format only. There will be no physical location for stockholders to attend the Annual Meeting. Stockholders will be able to listen, vote, and submit questions, regardless of their physical location, via the internet by registering at a live webcast www.virtualshareholdermeeting.com/WRAP2025.

Details regarding the meeting, the business to be conducted at the Annual Meeting and information about the Company that you should consider when you vote your shares are described in the accompanying Notice of Annual Meeting of Stockholders (“Notice”), the Proxy Statement and the enclosed proxy card. We urge you to review these materials carefully and to vote your shares electronically via the Internet or by completing and returning the proxy card or voting instruction form. Our Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2024, as amended, are available atwww.proxyvote.com.

The purpose of the Annual Meeting is to vote on the following:

1.	To elect the six directors named in the Proxy Statement to the Board of Directors (the “Board”) of the Company to serve one-year terms expiring in 2026;

2.	To ratify the appointment of HTL International, LLC, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025;

3.	To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”), to increase the number of our authorized shares of common stock, par value $0.0001 per share (“Common Stock”), from 150,000,000 shares to 200,000,000 shares and to make a corresponding change to the number of authorized shares of capital stock;
4.	To approve a proposal to authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our Common Stock underlying shares of Series B convertible preferred stock, par value $0.0001 per share, and common stock purchase warrants (the “Series B Warrants”) issued by us, pursuant to the terms of that certain Securities Purchase Agreement, dated as of August 18, 2025, by and among the Company and the investors named therein (including any issuance of shares of Common Stock upon the operation of anti-dilution provisions applicable to the Series B Warrants in accordance with their terms);
5.	To approve a proposed amendment to the Wrap Technologies, Inc. 2017 Equity Compensation Plan, as amended, to increase the aggregate number of shares of Common Stock available for the grant of awards by 4,000,000 shares, to a total of 20,500,000 shares of Common Stock;
6.	To approve an amendment to the Company’s Charter to effect, at the discretion of the Board of the Company, but prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Annual Meeting, a reverse stock split of all of the outstanding shares of our Common Stock at a ratio in the range of 1-for-2 to 1-for-10, with such ratio to be determined by the Board in its discretion and included in a public announcement; and
7.	To approve a proposal to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the foregoing proposals.

We hope you will be able to attend the Annual Meeting. Whether you plan to attend the Annual Meeting or not, your vote is important. We encourage you to vote your shares electronically via the Internet or by completing and returning your proxy card prior to the Annual Meeting, in order for your shares to be represented and voted at the Annual Meeting. If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the meeting and vote in person. Failure to do so may result in your shares not being eligible to be voted by proxy at the Annual Meeting.

We urge you to read the accompanying Notice and Proxy Statement carefully and vote in accordance with the Board’s recommendations on all proposals.

Thank you for your continued support of Wrap Technologies, Inc. We look forward to seeing you at the Annual Meeting.

Sincerely,

/s/ Scot Cohen

Scot Cohen,

Chief Executive Officer and Chairman of the Board

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON FRIDAY, DECEMBER 12, 2025:

Our official Notice of Annual Meeting of Stockholders and Proxy Statement are available at: www.proxyvote.com

**NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS OF

November 17, 2025

TIME: 10 a.m. Eastern Time

DATE: December 12, 2025

PLACE:www.virtualshareholdermeeting.com/WRAP2025

Purposes:

1.	To elect the six directors named in the Proxy Statement to the Board of Directors (the “Board”) of the Company to serve one-year terms expiring in 2026 (“Proposal 1”);

2.	To ratify the appointment of HTL International, LLC, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (“Proposal 2”);

3.	To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (as amended, the “Charter”) to increase the number of our authorized shares of common stock, par value $0.0001 per share (“Common Stock”), from 150,000,000 shares to 200,000,000 shares and to make a corresponding change to the number of authorized shares of capital stock (the “Proposal 3”);
4.	To approve a proposal to authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our Common Stock underlying shares of Series B convertible preferred stock, par value $0.0001 per share, and common stock purchase warrants (the “Series B Warrants”) issued by us, pursuant to the terms of that certain Securities Purchase Agreement, dated as of August 18, 2025, by and among the Company and the investors named therein (including any issuance of shares of Common Stock upon the operation of anti-dilution provisions applicable to the Series B Warrants in accordance with their terms) (“Proposal 4”);
5.	To approve a proposed amendment to the Wrap Technologies, Inc. 2017 Equity Compensation Plan, as amended, to increase the aggregate number of shares of Common Stock available for the grant of awards by 4,000,000 shares, to a total of 20,500,000 shares of Common Stock (“Proposal 5”);
6.	To approve an amendment to the Company’s Charter to effect, at the discretion of the Board of the Company, but prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Annual Meeting, a reverse stock split of all of the outstanding shares of our Common Stock at a ratio in the range of 1-for-2 to 1-for-10, with such ratio to be determined by the Board in its discretion and included in a public announcement (“Proposal 6”); and

To approve a proposal to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the foregoing proposals (“Proposal 7”).

Stockholders are referred to the Proxy Statement for more detailed information with respect to the matters to be considered at the Annual Meeting. After careful consideration,the Board recommends a vote“FOR”Proposals 1 - 7.

Who May Vote:

Only stockholders of record as of the close of business on October 15, 2025 (the “Record Date”) are entitled to receive notice of and to vote at the Annual Meeting and any adjournments or postponements of the meeting. You will be able to participate in the virtual Annual Meeting online and vote your shares electronically during the meeting. You will not be able to attend the Annual Meeting in person.

To virtually attend the Annual Meeting, you must be a stockholder of record or beneficial owner as of the close of business on the Record Date. You will be able to virtually attend and participate in the Annual Meeting by visitingwww.virtualshareholdermeeting.com/WRAP2025 and entering the control number included in your proxy card. Stockholders of record will need their control number to vote at the virtual Annual Meeting. If you encounter any difficulties accessing the virtual Annual Meeting, please call the technical support number available on the virtual meeting page on the morning of the Annual Meeting. Those without a control number may attend as guests of the meeting, but they will not have the option to vote their shares during the meeting. Beneficial owners of shares held in street name will need to follow the instructions provided by their broker, bank, trustee or other nominee that holds their shares. Stockholders will be also able to submit questions during the Annual Meeting.

All stockholders are cordially invited to attend the Annual Meeting. A complete list of registered stockholders entitled to vote at the Annual Meeting will be available for examination during normal business hours for ten (10) calendar days before the Annual Meeting at our address above. To the extent office access is impracticable, you may contact our proxy solicitor, Sodali & Co. LLC, toll-free at 800-662-5200 or email at WRAP@investor.sodali.com for alternative arrangements to examine the stockholder list. The email should state the purpose of the request and provide proof of ownership of our voting securities as of the close of business on the Record Date.Whether you plan to attend the Annual Meeting or not, we urge you to vote by following the instructions on your enclosed proxy card and submit your proxy by Internet or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the meeting, pursuant to the directions set forth in the proxy materials.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Scot Cohen

Scot Cohen,

Chief Executive Officer and Chairman of the Board

TABLE OF CONTENTS

Annex A - Certificate of Amendment of Amended and Restated Certificate of Incorporation of Wrap Technologies, Inc.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Annual Meeting to be Held on December 12, 2025	1
Important Information About the Annual Meeting and Voting	3
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

**Wrap Technologies, Inc.

3480 Main Hwy, Suite 202

Miami, Florida 33133

**PROXY STATEMENT FOR THE

**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 atwww.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 Stockholders and our 2024 Annual Report on Form 10-K are available for viewing, printing and downloading atwww.proxyvote.com.

Additionally, you can find a copy of our 2024 Annual Report on Form 10-K, which includes our financial statements, for the fiscal year ended December 31, 2024, on the website of the Securities and Exchange Commission (the “SEC”), atwww.sec.gov, or in the “SEC Filings” section of the “Investors” section of our website at https://ir.wrap.com/.

The executive offices of the Company are located at, and the mailing address of the Company is, 3480 Main Hwy, Suite 202, Miami, Florida 33133.

At the Annual Meeting, the Company expects the following matters to be acted upon:

1.	To elect the six directors named in the Proxy Statement to the Board to serve one-year terms expiring in 2026 (“Proposal 1”);

2.	To ratify the appointment of HTL International, LLC, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (“Proposal 2”);

To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (as amended, the “Charter”) to increase the number of our authorized shares of common stock, par value $0.0001 per share (“Common Stock”), from 150,000,000 shares to 200,000,000 shares and to make a corresponding change to the number of authorized shares of capital stock (“Proposal 3”);

To approve a proposal to authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our Common Stock underlying shares of Series B convertible preferred stock, par value $0.0001 per share (“Series B Preferred Stock”), and common stock purchase warrants (the “Series B Warrants”) issued by us, pursuant to the terms of that certain Securities Purchase Agreement, dated as of August 18, 2025 (the “Series B Purchase Agreement”), by and among the Company and the investors named therein (including any issuance of shares of Common Stock upon the operation of anti-dilution provisions applicable to the Series B Warrants in accordance with their terms) (“Proposal 4”); and

To approve a proposed amendment to the Wrap Technologies, Inc. 2017 Equity Compensation Plan, as amended (the “2017 Plan”), to increase the aggregate number of shares of Common Stock available for the grant of awards by 4,000,000 shares, to a total of 20,500,000 shares of Common Stock (“Proposal 5”);

To approve an amendment to the Company’s Charter to effect, at the discretion of the Board of the Company, but prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Annual Meeting, a reverse stock split of all of the outstanding shares of our Common Stock at a ratio in the range of 1-for-2 to 1-for-10, with such ratio to be determined by the Board in its discretion and included in a public announcement (“Proposal 6”); and

The Board unanimously recommends that you vote“FOR”items 1, 2, 3, 4, 5, 6 and 7.

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