S-1/A: Wrap Technologies Files Amendment No. 1 to Form S-1 for Resale of Common Stock and Warrants

Wrap Technologies has filed an amendment to its registration statement for the resale of up to 6,433,332 shares of common stock, including shares issuable upon exercise of warrants, by selling securityholders.

Summary

• Wrap Technologies, Inc. has filed Amendment No. 1 to its Form S-1 registration statement with the SEC.
• The filing pertains to the resale of up to 3,216,666 shares of common stock and 3,216,666 shares issuable upon exercise of warrants by selling securityholders.
• The warrants have an exercise price of $1.80 per share.
• Wrap Technologies will not receive any proceeds from the sale of these shares by the selling securityholders, except for the exercise price of the warrants if exercised for cash.
• The company intends to use any proceeds from warrant exercises for general corporate purposes.
• The likelihood of warrant exercise is dependent on the trading price of Wrap Technologies' common stock being above $1.80 per share.
• As of May 9, 2025, the closing price of Wrap Technologies' common stock was $1.47 per share.
• The selling securityholders will bear the commissions and discounts related to their sale of the offered securities.
• The company will bear the costs associated with the registration of the offered securities.
• The selling securityholders may sell the shares in various ways, including public or private transactions, at prevailing market prices, or at negotiated prices.
• No underwriter has been engaged to facilitate the sale of the common stock.
• Investing in Wrap Technologies' securities involves a high degree of risk, as detailed in the prospectus and SEC filings.
• The company's principal executive offices are located in Miami, Florida, and its common stock is listed on Nasdaq under the symbol WRAP.

Sentiment

Score: 4

Explanation: The sentiment is neutral to slightly negative. While the registration allows for potential capital raising through warrant exercises, the current stock price being below the exercise price and the potential for dilution and price decline due to selling securityholder actions weigh negatively.

Positives

• The company has access to potential capital if the warrants are exercised.
• The registration of the shares allows the selling securityholders to sell their shares, providing liquidity.

Negatives

• Wrap Technologies will not receive any proceeds from the sale of shares by the selling securityholders, except for the exercise price of the warrants if exercised for cash.
• The likelihood of warrant exercise is dependent on the trading price of Wrap Technologies' common stock being above $1.80 per share, and the current price is below that level.
• The market price of shares of our Common Stock could decline as a result of substantial sales of our Common Stock, particularly sales by our directors, executive officers and significant stockholders.
• The issuance of shares of Common Stock upon the exercise of the Warrants would dilute the percentage ownership interest of holders of our Common Stock, dilute the book value per share of our Common Stock and increase the number of our publicly traded shares, which could depress the market price of our Common Stock.

Risks

• Investing in Wrap Technologies' securities involves a high degree of risk.
• The market price of shares of our Common Stock could decline as a result of substantial sales of our Common Stock, particularly sales by our directors, executive officers and significant stockholders.
• The issuance of shares of Common Stock upon the exercise of the Warrants would dilute the percentage ownership interest of holders of our Common Stock, dilute the book value per share of our Common Stock and increase the number of our publicly traded shares, which could depress the market price of our Common Stock.
• Our commitment to issue shares of Common Stock pursuant to the terms of the Purchase Agreement and our Warrants could encourage short sales by third parties, which could contribute to the future decline of our stock price.
• The Selling Securityholders may participate in short sales of our Common Stock.

Future Outlook

The company believes 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.

Industry Context

Wrap Technologies operates in the public safety technology and services sector, providing non-lethal compliance tools and training solutions to law enforcement and security personnel. According to 360iResearch, the non-lethal products market segment is expected to grow to $16.1 billion by 2027.

Stakeholder Impact

• Existing shareholders may experience dilution if the warrants are exercised.
• The market price of the common stock could be affected by sales from the selling securityholders.
• The company's ability to raise additional capital in the future could be affected by the overhang of registered shares.

Next Steps

• The selling securityholders may offer and sell the shares of common stock and warrant shares from time to time.
• The company will monitor the trading price of its common stock to assess the likelihood of warrant exercises.
• The company will use any proceeds from warrant exercises for general corporate purposes and working capital.

Key Dates

Keywords

common stock, warrants, resale, securities, selling securityholders, registration statement, wrap technologies, offering