Washington, D.C. 20549



FORM 12b-25





Commission File Number: 000-55838


  (Check one):

   Form 10-K

   Form 20-F

   Form 11-K

   Form 10-Q


   Form 10-D

   Form N-CEN



   Form N-CSR



For Period Ended: December 31, 2023


Transition Report on Form 10-K

Transition Report on Form 20-F

Transition Report on Form 11-K

Transition Report on Form 10-Q


For the Transition Period Ended: ________________________________________________


Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:




Wrap Technologies, Inc.

Full Name of Registrant



Former Name if Applicable


1817 W 4th Street

Address of Principal Executive Office (Street and Number)


Tempe, Arizona 85281

City, State and Zip Code




PART II - RULES 12b-25(b) AND (c)


If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)




The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;


The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and



The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.


Persons who are to respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB control number.




State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.


Wrap Technologies, Inc. (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report”). The Company has determined that it is unable to file the Annual Report within the initially prescribed time period without unreasonable effort or expense because it requires additional time to compile, review and finalize the necessary disclosures. The Company currently anticipates that it will file the Annual Report on or before April 16, 2024.





Name and telephone number of person to contact in regard to this notification



Scot Cohen







(Area Code)


(Telephone Number)



Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).


Yes ☒ No ☐



Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?


Yes ☐ No  ☒


If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.




Safe Harbor for Forward-Looking Statements


Information in this Form 12b-25 may contain forward-looking statements that reflect our plans, estimates of results and beliefs, including statements about the anticipated filing of the Annual Report and/or the Company’s objectives, expectations (financial or otherwise) or intentions. Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “continue,” “may,” “will,” “could,” “would,” or the negative or plural of such words and similar expressions or variations of such words are intended to identify forward-looking statements but are not the only means of identifying forward-looking statements. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from statements or expected results expressed or implied by the forward-looking statements. All forward-looking statements included in this Form 12b-25 are based upon information available to the Company. Furthermore, such forward-looking statements speak only as of the date of this Form 12b-25.




Wrap Technologies, Inc.

(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.



April 1, 2024


/s/ Scot Cohen


Scot Cohen
Chief Executive Officer