Wrap Technologies Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT Commission File Number: 001-38750 Wrap Technologies, Inc.(Exact name of registrant as specified in its charter) Delaware98-0551945(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number) 3350 Virginia StreetMiami, Florida 33133(Address of principal executive offices) (Zip Code) (800) 583-2652(Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, par value $0.0001 per shareWRAPNasdaq Capital Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). ☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “accelerated filer,” “large accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Large Accelerated Filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on June 30, 2025 (the last businessday of the registrant’s most recently completed second fiscal quarter) was $79,136,515 based on the closing price of $1.56 per share asreported on the Nasdaq Capital Market on June 30, 2025. Shares of the registrant’s common stock held by each officer and directorand each person known to the registrant to own 10% or more of the outstanding voting power of the registrant have been excluded inthat such persons may be deemed to be affiliates. This determination of affiliate status is not a determination for other purposes. As of March 23,2026 a total of 55,500,054shares of common stock, par value $0.0001 per share, were outstanding. Documents Incorporated by Reference None. TABLE OF CONTENTS PART I ITEM 1.BusinessITEM 1A. Risk FactorsITEM 1B. Unresolved Staff CommentsITEM 1C.CybersecurityITEM 2.PropertiesITEM 3.Legal ProceedingsITEM 4.Mine Safety Disclosures PART II ITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities39ITEM 6.[Reserved]40ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations40ITEM 7A.Quantitative and Qualitative Disclosures about Market Risk55ITEM 8.Financial Statements and Supplementary Data55ITEM 9.Changes in and Disagreement with Accountants on Accounting and Financial Disclosure55ITEM 9A. Controls and Procedures56I