Proxy Results, Corporate Action, Management Change/Compensation (Form 8-K)

Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As reported below under Item 5.07 of this Current Report on Form 8-K, Wrap Technologies, Inc. (the "Company") held its 2025 annual meeting of stockholders on December 12, 2025 (the "Annual Meeting"), at which the Company's stockholders approved an amendment (the "Incentive Plan Amendment") to the Wrap Technologies, Inc. 2017 Equity Compensation Plan (the "Incentive Plan") to increase the aggregate number of shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), available for the grant of awards under the Incentive Plan by 4,000,000 shares of Common Stock, to a total of 20,500,000 shares of Common Stock.

For more information about the Incentive Plan Amendment, see the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on November 17, 2025 (the "Proxy Statement"), the relevant portions of which are incorporated herein by reference. The foregoing description of the Incentive Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Incentive Plan Amendment, a copy of which is filed as Exhibit 10.1 to this report and is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Company's Annual Meeting, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (as amended, the "Charter") to increase the number of authorized shares of Common Stock, from 150,000,000 shares to 200,000,000 and to make a corresponding change to the number of authorized shares of the Company's capital stock (the "Share Increase Amendment"). Following the Annual Meeting, on December 17, 2025, the Company filed the Share Increase Amendment with the Secretary of State of the State of Delaware. The foregoing description of the Share Increase Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Share Increase Amendment, a copy of which is filed as Exhibit 3.1 to this report and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 12, 2025, the Company held its Annual Meeting. The matters voted upon at the Annual Meeting and the results of the voting are set forth below. As of the close of business on October 15, 2025, the record date for the Annual Meeting, there were 51,507,022 shares of the Company's Common Stock issued and outstanding, with each share entitled to one vote, constituting all of the eligible securities entitled to vote on the proposals described below. Holders of the Company's Common Stock with a total aggregate voting power of 30,140,775 votes were present in person or represented by proxy at the Annual Meeting, constituting a quorum for the transaction of business.

The matters described below were submitted to a vote of the holders of the Company's Common Stock at the Annual Meeting. Each proposal is described in detail in the Company's Proxy Statement. All proposals were approved by the Company's stockholders.