Form 8-K

8-K — WRAP TECHNOLOGIES, INC.

Accession: 0001493152-26-022738

Filed: 2026-05-13

Period: 2026-05-13

CIK: 0001702924

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

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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EX-99.1 (ex99-1.htm)

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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): May 13, 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.

May 13, 2026, Wrap Technologies, Inc. (the “Company”) issued an earnings release to announce the Company’s financial

results for its fiscal quarter ended March 31, 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 May 13, 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:

May 13, 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 $1.1M Q1 Revenue; $3.2M in Bookings; Lands DHS Contract as Drone and Counter-UAS Pre-Orders Accelerate

Company

Reports 45% Revenue Growth in First Quarter 2026; Operating Cash Expenses Improve 59% as SG&A Reflects Investment in Sales and Go-to-Market

Expansion

Miami,

FL – May 13, 2026 – Wrap Technologies, Inc. (NASDAQ: WRAP) (“Wrap” or, the “Company”), a global

leader in non-lethal response, today announced financial and operating results for the first quarter ended March 31, 2026, highlighted

by triple-digit growth in product sales, an expanding active installed base, and a strengthened balance sheet as the Company continues

to execute against its target of approximately 100% revenue growth in 2026.

First

Quarter 2026 Financial Highlights (vs. Q1 2025):

● Revenue

increased 45% to $1.1 million, compared to $0.8 million in the prior-year period

● Bookings

totaled $3.2 million in Q1 2026, including approximately $1.1 million from domestic sales

and $2.1 million from international sales, reflecting continued global demand for Wrap’s

Non-Lethal Response solutions.

● Product

sales increased 186% to $0.9 million, compared to $0.3 million in the prior-year quarter,

driven by increased domestic and international demand for the BolaWrap 150 product line

● Wrap

received a purchase order for BolaWrap technology from the U.S. Department of Homeland Security,

providing an early federal adoption milestone as the Company advances its Wrap Federal strategy

across non-lethal response, drone interdiction, and counter-UAS markets.

● Gross

profit increased 16% to $0.7 million, compared to $0.6 million in the prior-year period

● Gross

margin was 62%, compared to 78% in the prior-year period

● Total

operating expenses were $5.5 million, compared to $4.5 million in the prior-year period,

with the year-over-year increase primarily reflecting higher non-cash share-based compensation

expense

● Loss

from operations was $(4.8) million, compared to $(3.9) million in the prior-year period

● Net

loss was $(4.5) million compared to net income of $0.1 million in the prior-year period;

the prior-year period included a $4.0 million non-cash gain from the change in fair value

of warrant liabilities

● Cash

and cash equivalents were $7.3 million at March 31, 2026, compared to $3.5 million at December

31, 2025

● Cash

used in operating activities improved 59% to $(1.2) million, compared to $(3.1) million in

the prior-year period

Business

Highlights:

Drone Related Technology Expansion & Pre-Order

Sales.

○

Wrap secured a binding pre-order for drone

and counter-drone systems supporting expansion across the United Kingdom and Europe.

○

The Company also received a follow-on DFR-X

drone interdiction order from a Panama-based partner, reflecting international interest in non-lethal aerial response technologies.

○

Wrap entered into a strategic agreement in

India covering BolaWrap, WrapReality, and DFR-X drone interdiction systems, expanding its international market presence and integrated

platform strategy.

R&D into Additional Platforms and Markets.

○ Wrap

continued its Made-in-America supply chain initiative.

○ The

Company established a drone testing and Non-Lethal Response training site in Florida in partnership

with WOFT to accelerate product development, testing, and operational training capabilities.

○ Wrap

filed an intellectual property application for a next-generation multi-shot non-lethal response

system and announced an R&D expansion into net-based drone interdiction, broadening its

non-lethal counter-UAS portfolio and expanding into new operational applications.

Deepening Existing Customers with Additional Sales.

○ Multiple

agencies transitioned to department-wide BolaWrap 150 deployments for all sworn officers,

consistent with the Company’s strategy of expanding from individual device placements

to agency-wide programmatic adoption.

○ Wrap

expanded international training and certification activity through instructor retraining

and program growth with the Malta National Police Force.

○ Continued

consumable reorder activity across the active installed base reinforced ongoing field utilization

and recurring customer engagement.

2026 Management Commentary Summary:

Customers

are increasingly resonating with technologies centered around early intervention, threat detection, and safer response outcomes, which

aligns with the operational philosophy behind Wrap’s flagship BolaWrap platform. As public safety agencies continue seeking alternatives

that can intervene earlier, reduce escalation risk, and integrate force governance considerations, the Company believes demand may expand

beyond traditional handheld tools toward integrated systems capable of supporting safer autonomous and semi-autonomous response models

over time. The foregoing are forward-looking statements subject to the risks and uncertainties described below under “Cautionary

Note on Forward-Looking Statements.”

Wrap

believes the future of public safety will increasingly involve advanced platforms such as drones equipped with non-lethal response technologies

capable of extending distance, increasing response speed, and reducing risk to both officers and the public. The Company’s recent

drone and counter-drone pre-orders, including orders supporting deployment across the United Kingdom and Europe, provide early commercial

validation that customers are beginning to evaluate non-lethal drone response as part of the next evolution of public safety and security

infrastructure.

Internationally

and domestically, customer adoption of Non-Lethal Response continued to deepen during the quarter as agencies increasingly evaluated

BolaWrap, Wrap Reality, and DFR-X as part of a single integrated operational capability rather than standalone products. Multiple agencies

expanded into broader department-wide deployments, while international engagements across Europe, India, Panama, and Malta reinforced

growing demand for integrated non-lethal response and drone interdiction solutions.

the same time, recent R&D investments began demonstrating early commercial upside. Pre-orders for drone and counter-drone systems,

expansion into net-based drone interdiction, development of next-generation multi-shot systems, and continued investment in manufacturing,

training, and intellectual property infrastructure reflect Wrap’s strategy to scale against converging global public safety, security,

and counter-UAS requirements.

also strengthened the Company’s operating foundation entering the balance of the year. Cash use from operations declined substantially

year-over-year while revenue grew, and the Company believes its February capital raise was structured to help address manufacturing capacity

as a bottleneck against accelerating demand. Wrap intends to continue investing behind market adoption opportunities rather than managing

to a fixed cost structure.

The

cadence of agency adoption and international engagement continued to accelerate following quarter end, as the Company aims to expand

its reach into additional international markets and new verticals such as healthcare. Wrap continues to target 100% revenue growth for

2026, with management’s confidence in that outlook supported by trends observed throughout Q1.

About

Wrap Technologies, Inc.

Wrap

Technologies, Inc. (Nasdaq: WRAP) is a global leader in innovative public safety technologies and non-lethal tools, delivering cutting-edge

technology with exceptional people to address the complex, modern day challenges facing public safety organizations.

Wrap’s

complete public safety portfolio includes the non-lethal BolaWrap® 150 device, WrapReality™ immersive training platform,

WrapVision™ body-worn camera system, WrapTactics™ training programs, and next-generation C-UAS solutions like PAN-DA and

the 1KC Kinetic Anti-Drone Cassette, all of which supports the Company’s mission to provide safer, scalable, and cost-effective

technologies for public safety, defense, and critical infrastructure markets. Wrap’s BolaWrap® 150 solution leads

in non-lethal response intended to provide law enforcement with a safer choice for nearly every phase of a critical incident. This innovative,

patented device deploys a multi-sensory, cognitive disruption that leverages sight, sound and sensation to expand the window and gives

officers the advantage and critical time to manage non-compliant subjects before resorting to higher-force options. The BolaWrap®

150 is not pain-based compliance. It does not shoot, strike, shock, or incapacitate, instead, it helps officers strategically operate

on the force continuum, reducing the risk of injury to both officers and subjects. Used by over 1,000 agencies across the U.S. and in

60 countries, BolaWrap® is backed by training certified by the International Association of Directors of Law Enforcement

Standards and Training (IADLEST), reinforcing Wrap’s commitment to public safety through cutting-edge technology and expert training.

WrapReality™

VR is a fully immersive training simulator to enhance decision-making under pressure.

a comprehensive public safety training platform, it provides first responders with realistic, interactive scenarios that reflect the

evolving challenges of modern law enforcement. By offering a growing library of real-world situations, WrapReality™ is intended

to equip officers with the skills and confidence to navigate high-stakes encounters effectively, which we believe leads to safer outcomes

for both responders and the communities they serve.

WrapVision

is an all-new body-worn camera and evidence management system built for efficiency.

Designed

for efficiency, security, and transparency to meet the rigorous demands of modern law enforcement, WrapVision captures, stores, and helps

manage digital evidence, ensuring operational security, regulatory compliance, and enhanced video picture quality and field of view.

The

WrapVision camera, powered by IONODES, boasts streamlined cloud integration and final North American assembly, with a critical made-in-America

roadmap. This track helps ensure data integrity and helps eliminate critical concerns over unauthorized access or foreign surveillance

risks.

Trademark

Information

Wrap,

the Wrap logo, BolaWrap®, WrapReality™ and Wrap Training Academy are trademarks of Wrap Technologies, Inc., some

of which are registered in the U.S. and abroad. All other trade names used herein are either trademarks or registered trademarks of the

respective holders.

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. Moreover, forward-looking statements are subject

to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control and

include, but are not limited to, statements relating to the Company’s target of approximately 100% revenue growth in 2026; the

expected expansion of agency-wide deployments; the expected recurring revenue growth from subscription-based training and digital evidence

management; the Company’s ability to enter and generate revenue from the federal and defense market through Wrap Federal; the development,

demonstration, government testing, and commercialization timeline for the MERLIN drone interdiction system and 1KC anti-drone cassette;

the expected benefits and growth from international expansion, including the strategic agreement covering the Indian market; the Company’s

planned future products, technologies, and intended product designs and expected benefits therefrom; expected market opportunities and

outcomes related to the Company’s Non-Lethal Response, Wrap’s planned future products, technologies, integration, intended

product designs and expected benefits therefrom, expected market opportunities and outcomes related to Wrap’s products to increase

officer and public safety; the Company’s expectations regarding expansion into new verticals, including healthcare; the Company’s

beliefs regarding the future role of autonomous and semi-autonomous response models and drone-equipped non-lethal platforms in public

safety; and the expected benefits of the Company’s capital raise in addressing manufacturing capacity constraints. The Company’s

actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including

but not limited to: the Company’s ability to achieve its targeted approximately 100% revenue growth in 2026; the Company’s

ability to maintain compliance with the Nasdaq Capital Market’s listing standards; the Company’s ability to successfully

implement training programs for the use of its products; the Company’s ability to manufacture and produce products for its customers;

the Company’s ability to develop sales for its products; the market acceptance of existing and future products; the availability

of funding to continue to finance operations; the complexity, expense and time associated with sales to law enforcement and government

entities; the lengthy evaluation and sales cycle for the Company’s product solutions; product defects; litigation risks from alleged

product-related injuries; risks of government regulations; the impact resulting from geopolitical conflicts and any resulting sanctions;

the ability to obtain export licenses for countries outside of the United States; the ability to obtain patents and defend intellectual

property against competitors; the impact of competitive products and solutions; and the Company’s ability to maintain and enhance

its brand, as well as other risk factors mentioned in the Company’s most recent annual report on Form 10-K, subsequent quarterly

reports on Form 10-Q, and other Securities and Exchange Commission filings. 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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