WRAP TECHNOLOGIES INC

S-11 forms-1.htm

As filed with the U.S. Securities and Exchange Commission on April 25, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

3480 Main Hwy, Suite 202

Miami, Florida 33133

Tel: (800) 583-2652

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Scot Cohen

Chief Executive Officer

3480 Main Hwy, Suite 202

Miami, Florida 33133

Tel: (800) 583-2652

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Rick Werner, Esq.

Alla Digilova, Esq.

Haynes and Boone, LLP

30 Rockefeller Plaza, 26th Floor

New York, New York 10112

Tel. (212) 659-7300

Fax (212) 918-8989

Approximate date of commencement of proposed sale to the public:From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If 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 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 25, 2025

PRELIMINARY PROSPECTUS

Up to 6,433,332 Shares of Common Stock

(Inclusive of 3,216,666 Shares of Common Stock Issuable Upon Exercise of Warrants)

This prospectus of Wrap Technologies, Inc., a Delaware corporation (the “Company” or “Wrap”), relates solely to the resale by the selling securityholders named in this prospectus or their permitted transferees (the “Selling Securityholders”) of up to (i) 3,216,666 shares (the “Common Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”) and (ii) 3,216,666 shares (the “Warrant Shares”) of Common Stock issuable upon exercise of certain warrants (“Warrants”), with an exercise price of $1.80 per share. The Common Shares and Warrants were issued pursuant to that certain securities purchase agreement (the “Purchase Agreement”), dated February 24, 2025, by and between the Company and the Selling Securityholders.

The securities that may be sold by the Selling Securityholders are referred to in this prospectus as the “Offered Securities.” We will not receive any of the proceeds from the sale by the Selling Securityholders of the Offered Securities; however, we will receive the exercise price of the Warrants upon any exercise of the Warrants by payment of cash, with an exercise price of $1.80 per share. See “Description of Securities to be Registered.” We intend to use those proceeds, if any, for general corporate purposes.

We believe the likelihood that the Warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our Common Stock. If the trading price for our Common Stock is less than $1.80 per share, we believe holders of our Warrants are unlikely to exercise their Warrants. Conversely, these holders are more likely to exercise their Warrants the higher the price of our Common Stock is above $1.80 per share. The closing price of our Common Stock on The Nasdaq Capital Market (“Nasdaq”) on April 24, 2025 was below the Warrant exercise price of $1.80 per share.

We will bear all costs, expenses and fees in connection with the registration of the Offered Securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sale of the Offered Securities, except as otherwise expressly set forth under “Plan of Distribution” beginning on page 14 of this prospectus.

Our registration of the Offered Securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the Offered Securities. The Selling Securityholders named in this prospectus, or their donees, pledgees, transferees or other successors-in-interest may sell the Offered Securities covered by this prospectus in a number of different ways and at varying prices, including through public or private transactions at prevailing market prices, at varying prices determined at the time of sale, at prices related to prevailing market prices or at privately negotiated prices. For additional information on the possible methods of sale that may be used by the Selling Securityholders, you should refer to the section of this prospectus entitled “Plan of Distribution” of this prospectus. If necessary, the specific manner in which the Offered Securities may be offered and sold will be described in one or more supplements to this prospectus. Any prospectus supplement may add, update or change information contained in this prospectus.

No underwriter or other person has been engaged to facilitate the sale of our Common Stock in this offering. The Selling Securityholders and any broker-dealers or agents may, individually but not severally, be deemed to be an “underwriter” within the meaning of the Securities Act, of the shares of Common Stock that they are offering pursuant to this prospectus.

Our Common Stock is listed on Nasdaq under the symbol “WRAP.” On April 24, 2025, the last reported sale price of our Common Stock on Nasdaq was $1.60 per share.

Investing in our securities involves a high degree of risk. Before making any investment in our securities, you should read and carefully consider the risks described in this prospectus under the heading “Risk Factors” beginning on page 4 of this prospectus and in our filings with the Securities and Exchange Commission, which are incorporated by reference in this prospectus and in any applicable prospectus supplement. You should carefully read this prospectus and the accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in our Common Stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025

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TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or a supplement to this prospectus, including the information incorporated herein by reference. Neither we nor the Selling Securityholders have authorized anyone to provide you with different information. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus or any supplement to this prospectus, whether or not incorporated herein by reference, is accurate as of any date other than the date indicated in those documents.

As used in this prospectus, the terms “we,” “us,” “our” and the “Company” mean Wrap Technologies, Inc. and our wholly-owned subsidiaries, unless otherwise indicated.

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