UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(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 | ||
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 ☐
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 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 20, 2026, the Board of Directors (the “Board”) of Wrap Technologies, Inc. (the “Company”) increased the size of the Board from six directors to seven directors and appointed Edward Delatorre to the Board, effective immediately, to serve as a director until the Company’s 2026 annual meeting of stockholders or until his successor is duly elected and qualified, or until his earlier death, resignation, or removal. As of the date of this Current Report on Form 8-K, Mr. Delatorre has not been appointed to any committees of the Board.
There are no arrangements or understandings between Mr. Delatorre and any other persons pursuant to which Mr. Delatorre was selected to serve as a director of the Company. In addition, there are no transactions between the Company and Mr. Delatorre or his immediate family members requiring disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
In connection with his appointment, the Company granted Mr. Delatorre options (“Options”) to purchase 30,000 shares of Company common stock, par value $0.0001 per share, with an exercise price of $1.45 per share. The Options have a ten-year term, and vest as follows: (i) 50% on October 20, 2027 and (ii) the remaining 50% in four equal quarterly installments over the next year, subject to the terms and conditions of the applicable non-employee non-statutory stock option agreement.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. | Description | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
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.
| Date: October 26, 2026 | WRAP TECHNOLOGIES, INC. | |
| By: | /s/ Scot Cohen | |
| Name: | Scot Cohen | |
| Title: | Chief Executive Officer | |