Wrap Technologies, Inc. filed Amendment No. 1 to its Preliminary Proxy Statement on Schedule 14A on October 26, 2026, amending and restating in its entirety the original preliminary proxy filed on October 16, 2026, ahead of the company's 2026 Annual Meeting of Stockholders scheduled for December 11, 2026.

Key Highlights

  • New director nominee: Edward Delatorre, appointed to the Board of Directors on October 20, 2026, was added as a director nominee under Proposal No. 1.
  • Annual Meeting date: The 2026 Annual Meeting is scheduled for December 11, 2026, at 10 a.m. Eastern Time, in a virtual-only format.
  • Authorized shares proposal: Stockholders will vote on increasing authorized common stock, par value $0.0001 per share, from 200,000,000 shares to 300,000,000 shares.
  • Equity plan expansion: The amended 2017 Equity Compensation Plan proposes adding 10,000,000 shares, bringing the total to 30,500,000 shares, with a ten-year term extension from the date of Board approval.
  • Series C Preferred Stock: A proposal seeks stockholder approval under Nasdaq Listing Rule 5635(d) for issuance of common stock underlying Series C Preferred Stock equal to or in excess of 20% of common stock outstanding prior to issuance.
  • Proxy delivery change: The company disclosed it will no longer use the SEC's "notice and access" rules and will instead mail a full set of printed proxy materials to stockholders.
  • Auditor ratification: Stockholders will vote on ratifying HTL International, LLC as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

Eight Proposals Before Wrap Technologies Stockholders at December 2026 Meeting

According to the filing, Wrap Technologies - a company listed on NASDAQ:WRAP - submitted Amendment No. 1 primarily for three reasons: to incorporate Edward Delatorre as a director nominee following his October 20, 2026 Board appointment, to amend and restate Annex D (the Certificate of Designations of Preferences, Rights and Limitations of the Series C Convertible Preferred Stock) so that it reflects the intended document, and to change the method of distributing proxy materials from "notice and access" to full printed mailing. The filing states that conforming changes were made throughout the document but that the amendment "does not change the matters to be voted on at the 2026 Annual Meeting of Stockholders."

The proxy, signed by Chief Executive Officer and Chairman Scot Cohen, outlines eight proposals for stockholder consideration. Beyond the director election, auditor ratification, and non-binding advisory vote on executive compensation, stockholders will consider a Charter amendment to limit common stockholder voting rights on amendments that relate solely to outstanding preferred stock series when the affected preferred holders are themselves entitled to vote. An adjournment proposal is also included to permit further proxy solicitation if votes are insufficient for any of the preceding proposals, according to the filing.

The Series C Convertible Preferred Stock figures prominently in two of the eight proposals: the Nasdaq compliance authorization under Proposal 5 and the restated Annex D. The filing notes that anti-dilution provisions and dividend payments connected to the Series C Preferred Stock are included within the scope of the Nasdaq Listing Rule 5635(d) authorization being sought from stockholders.

What Was Disclosed

Wrap Technologies filed an amended preliminary proxy statement on October 26, 2026, adding a new director nominee, restating the Series C Preferred Stock certificate of designations, and switching proxy distribution to full printed materials ahead of the December 11, 2026 virtual annual meeting.