WRAP TECHNOLOGIES, INC. — Director's Dealing 2023

Oct 17, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WRAP TECHNOLOGIES, INC. (WRAP)
CIK: 0001702924
Period of Report: 2023-10-12

Reporting Person: Cohen Scot (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-10-12	Common Stock	A	482143	—	Acquired	5477654	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-10-12	Stock Options	$1.40	A	1290166	Acquired	2033-10-12	Common Stock (1290166)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$5.56	2031-04-01	Common Stock (100000)	100000	Direct
Series A Convertible Preferred Stock	$1.45		Common Stock (862069)	1250	Direct
Warrants	$1.45	2028-07-05	Common Stock (862069)	862069	Direct
Series A Convertible Preferred Stock	$1.45		Common Stock (1206897)	1750	Indirect
Warrants	$1.45	2028-07-05	Common Stock (1206897)	1208647	Indirect

Footnotes

F1: Represents grant of restricted shares of common stock, par value $0.0001 per share ("Common Stock") of Wrap Technologies, Inc. (the "Issuer") issued in connection with the Reporting Person's appointment as Executive Chairman. Shares will be issued upon vesting and shall vest, subject to Reporting Person's continued employment, (i) 1/3rd on the date on which the Issuer's market capitalization meets or exceeds $100 million for each trading day during 2 consecutive months; (ii) 1/3rd on the date on which the Issuer's market capitalization meets or exceeds $150 million for each trading day during 2 consecutive months; and (iii) 1/3rd on the date on which the Issuer's market capitalization meets or exceeds $200 million for each trading day during 2 consecutive months. The RSAs are subject to accelerated vesting upon the occurrence of certain events.

F2: Represents nonqualified stock options issued in connection with the Reporting Person's appointment as Executive Chairman, and represents 2.25% of the fully diluted issued and outstanding shares of the Issuer's Common Stock on the grant date. The stock options will vest, subject to Reporting Person's continued employment with the Issuer through each vesting date, as follows: (i) 1/3rd on the date on which the Issuer's market capitalization meets or exceeds $100 million for each trading day during 2 consecutive months; (ii) 1/3rd on the date on which the Issuer's market capitalization meets or exceeds $150 million for each trading day during 2 consecutive months; and (ii) 1/3rd on the date on which the Issuer's market capitalization meets or exceeds $200 million for each trading day during 2 consecutive months, subject to accelerated vesting upon the occurrence of certain events.

F3: Stock options were issued on April 1, 2021, reported on a Form 4 filed on April 5, 2021, and are fully vested.

F4: The Series A Convertible Preferred Stock ("Preferred Shares") conversion price is subject to adjustment in the event of any issuances of shares of the Issuer's Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below $1.45.

F5: Shares of Series A Convertible Preferred Stock do not expire.

F6: The conversion price of the Warrants is subject to adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below $1.45.