Form 8-K

8-K — WRAP TECHNOLOGIES, INC.

Accession: 0001493152-26-037136

Filed: 2026-08-11

Period: 2026-08-11

CIK: 0001702924

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

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

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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 11, 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

2.02 Results of Operations and Financial Condition.

August 11, 2026, Wrap Technologies, Inc. (the “Company”) issued an earnings release to announce the Company’s financial

results for its fiscal quarter ended June 30, 2026. A copy of the earnings release is attached to this Current Report on Form 8-K as

Exhibit 99.1.

The

information in this Current Report on Form 8-K, including the information set forth in Exhibit 99.1, is being furnished and shall not

be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

nor shall any exhibit filed herewith be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,

or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press Release dated August 11, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

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 11, 2026

By:

/s/

Scot Cohen

Scot

Cohen

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

Reports Q2 Revenue of $2.1 Million, Up 103% Year Over Year; ATF Classifies BolaWrap 150 as Non-Firearm, Non-Weapon

BolaWrap

150 Declassification Unlocks Large Private-Security Addressable Market While WrapShield Extends WRAP Into U.S. Defense and New Federally

Funded Priorities

Miami,

August 11, 2026 – Wrap Technologies, Inc. (Nasdaq: WRAP) (“Wrap” or the “Company”), a global leader

in innovative public safety technologies, today announced financial and operating results for the second quarter ended June 30, 2026.

Second quarter revenue more than doubled year over year, product sales continued to accelerate, and gross margin expanded, while the

Company reduced its operating loss and strengthened its balance sheet. Subsequent to quarter end, the U.S. Bureau of Alcohol, Tobacco,

Firearms and Explosives (“ATF”) classified the BolaWrap 150 as an instrument of restraint and rescue tool, and the Company

made a strategic investment in Frenel Imaging Ltd. to anchor the detection layer of its new WrapShield platform.

Second

Quarter 2026 Financial Highlights (vs. Q2 2025):

● Total

revenue increased 103% to $2.1 million, compared to $1.0 million in the prior-year period.

● Gross

profit increased 217% to $1.5 million, compared to $0.5 million in the prior-year period,

and gross margin expanded to approximately 75%, compared to approximately 48% in the prior-year

period.

● Total

operating expenses were $3.8 million, compared to $3.3 million in the prior-year period,

with the increase primarily reflecting higher non-cash share-based expense.

● Loss

from operations improved 21% to $(2.3) million, compared to $(2.9) million in the prior-year

period.

● Net

loss improved 39% to $(2.3) million, compared to $(3.7) million in the prior-year period.

The prior-year quarter included an $0.9 million non-cash loss from the change in fair value

of warrant liabilities that did not recur.

● Cash

and cash equivalents were $4.8 million at June 30, 2026, compared to $3.5 million at December

31, 2025.

● Total

liabilities were reduced to $2.0 million at June 30, 2026, from $3.9 million at December

31, 2025, reflecting the termination of the Company’s former office lease.

First

Six Months 2026 Financial Highlights (vs. First Six Months 2025):

● Total

revenue increased 78% to $3.2 million, compared to $1.8 million in the prior-year period.

● Product

sales increased to $2.6 million, compared to $0.4 million in the prior-year period.

● Gross

profit increased 106% to $2.2 million, compared to $1.1 million in the prior-year period,

and gross margin expanded to approximately 71%, compared to approximately 61% in the prior-year

period.

● Net

cash used in operating activities improved 27% to $(3.7) million, compared to $(5.0) million

in the prior-year period.

Recent

Developments (Subsequent to Quarter End):

● ATF

Declassification Fundamentally Changed the Addressability of BolaWrap

The

ATF’s classification of BolaWrap 150 as an instrument of restraint and rescue, and not a firearm or weapon under applicable federal

statutes, represents much more than regulatory clarity. It removes a significant historical barrier around where and how the technology

can be considered and deployed. Combined with the evolving constitutional focus on the totality of an encounter, WRAP now occupies a

differentiated position: a technology designed to provide an earlier response option that the federal government does not classify as

a weapon. That significantly expands the environments, customers, and applications we can pursue and creates a structural opportunity

that simply did not exist with this level of clarity several months ago.

● That

Regulatory Change Opens a Much Larger Private-Sector Market

The

immediate consequence of the ATF determination is that law enforcement is no longer the boundary of our addressable market. There are

more than 1.2 million licensed security officers in the United States, many working in environments where firearms are either inappropriate

or unavailable but where personnel are still expected to manage conflict and escalating behavior. BolaWrap’s classification changes

that conversation, while WrapTactics gives us a scalable way to train and maintain proficiency across large, geographically distributed

workforces. We have already had dozens of conversations with prospective private-sector organizations following the determination. This

is not simply taking the same product into another sales channel. The regulatory environment changed the addressability of the product

and opened an entirely new commercial market for WRAP.

● WrapShield

Expands the Company Into the Markets Where Funding Is Moving

the same time our core market is expanding, WrapShield extends WRAP into a much larger set of funded public-safety, homeland-security,

defense, and technology opportunities. We are deliberately aligning the company with where customers are allocating capital. Domestically,

that means following the return of public-safety and DOJ grant funding, including the 11 active programs we have identified that can

support BolaWrap, body-worn cameras, de-escalation training, and virtual-reality training. Beyond that, funding is accelerating around

autonomous systems, counter-UAS, sensing, border security, and public safety. WrapShield gives us an architecture to participate in those

markets while remaining anchored to the same core thesis: detect risk earlier, make better decisions, and enable an earlier and more

appropriate response. The combination of ATF declassification, private-sector expansion, and WrapShield therefore does more than add

individual opportunities. It materially expands WRAP’s addressable market and positions the company around where customer demand

and funding are increasingly moving.

Management

Commentary:

Scot

Cohen, Chairman and CEO of WRAP Technologies, commented:

“Q2

represented a strong quarter, but more importantly, it reflects the transformation underway at WRAP Technologies. Our addressable market

has expanded materially, while our fundamental technologies are increasingly being delivered not as point-in-time products, but as part

of a lifecycle model focused on customer success, proficiency and readiness.

That

model applies to our core law enforcement market, to significantly larger federal and defense opportunities through

WrapShield™, and now to the private security market following the federal classification of BolaWrap® 150 as an instrument

of restraint rather than a firearm or weapon.

We are positioning WRAP’s technologies and capabilities where customer

priorities and funding are moving. Domestically, that means aligning with the return of public-safety and grant funding. In federal

and defense markets, it means expanding into funded priorities around advanced sensing, counter-UAS, autonomous systems and earlier

response. And in the private sector, it means addressing a newly accessible market where organizations and insurers are actively

seeking better ways to manage risk.

The

result is a substantially larger addressable market, a broader set of customers, and a business model designed to create value throughout

the lifecycle of the customer relationship rather than only at the point of sale.

As previously disclosed, management

was targeting 100% revenue growth for 2026. That target reflected our good-faith assessment based on information available at the time.

Based on currently available information, we are not updating that prior target. However, the nature of our business can result in material

changes to the ultimate timing on recognizing revenue so our final revenue for 2026 may differ materially from our current expectations.”

The

Company believes that as policing continues to shift from force-centric training toward judgment-centric training, Wrap’s ecosystem

of non-lethal tools, immersive and digital training, and evidence management becomes far more important to agencies than any single tool

on an officer’s belt. Management believes this shift favors providers that can support sound decision-making across the full arc

of an encounter, and it informs how the Company is building the product portfolio, its training offerings, and the WrapShield architecture.

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 in this release include,

but are not limited to, statements relating to the expected benefits of, and adoption resulting from, the ATF classification of the BolaWrap

150; the strategic investment in and exclusive license from Frenel and the expected role of Frenel’s technology within the WrapShield

platform; the development, integration, commercialization, and market adoption of WrapShield and the Company’s counter-UAS initiatives;

the development and potential commercialization of Wraptor MX and other non-lethal response products; the expected expansion of agency-wide

BolaWrap deployments; the expected growth of recurring, subscription-based revenue; and the Company’s expectations regarding gross

margin, operating losses, and capital resources. Forward-looking statements are subject to a number of risks and uncertainties, many

of which are beyond the Company’s control, and the Company’s actual results could differ materially from those stated or

implied. These factors include, but are not limited to: the lengthy evaluation and sales cycles and budget and procurement constraints

of government and law-enforcement customers; the timing and scale of international orders; the early stage and uncertain outcome of the

Frenel investment, license, and the WrapShield platform; the Company’s dependence on technology licensed from third parties; risks

related to export controls and other regulations applicable to defense, counter-UAS, and international activities; the Company’s

ability to manufacture and produce products; market acceptance of existing and future products; the availability of funding to finance

operations; product defects and product-related litigation risks; the impact of competitive products; the Company’s ability to

maintain compliance with the Nasdaq Capital Market’s listing standards; and other risk factors described in the Company’s

most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange

Commission. 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

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