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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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WRAP TECHNOLOGIES, INC. (Name of Issuer) |
Common Stock $0.0001 par value per share (Title of Class of Securities) |
98212N107 (CUSIP Number) |
Elwood G. Norris 15891 Blue Crystal Trail, Poway, CA, 92064 (858) 883-2153 Jeffrey Soza, Esq. Glaser Weil Fink Howard Jordan & Shapiro, 10250 Constellation Blvd., 19th Floor Los Angeles, CA, 90067 (310) 282-6271 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/02/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 98212N107 |
| 1 |
Name of reporting person
NORRIS ELWOOD G | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,505,981.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Consists of (a) 5,451,053 shares of Common Stock held by Norris Family 1997 Trust, and (b) 125,485shares of Common Stock held by the Reporting Person directly.
(2) Calculated in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and based on 51,507,022 shares of Common Stock outstanding as of December 12, 2025 as reported in the Prospectus on Form 424B3 filed by the Issuer on December 22, 2025.
SCHEDULE 13D
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| CUSIP No. | 98212N107 |
| 1 |
Name of reporting person
Stephanie A. Norris, individually and as trustee of the Norris Family 1997 Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,451,053.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Consists of 5,451,053 shares of Common Stock held by Norris Family 1997 Trust.
(2) Calculated in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and based on 51,507,022 shares of Common Stock outstanding as of December 12, 2025 as reported in the Prospectus on Form 424B3 filed by the Issuer on December 22, 2025.
SCHEDULE 13D
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| CUSIP No. | 98212N107 |
| 1 |
Name of reporting person
Norris Family 1997 Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,451,053.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Consists of (a) 5,451,553 shares of Common Stock held by Norris Family 1997 Trust.
(2) Calculated in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and based on 51,507,022 shares of Common Stock outstanding as of December 12, 2025 as reported in the Prospectus on Form 424B3 filed by the Issuer on December 22, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock $0.0001 par value per share | |
| (b) | Name of Issuer:
WRAP TECHNOLOGIES, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
3480 MAIN HWY, SUITE 202, MIAMI,
FLORIDA
, 33133. | |
Item 1 Comment:
This Amendment No. 4 to Schedule 13D ("Amendment No. 3") amends the statement on Schedule 13D filed with the Securities and Exchange Commission on January 4, 2021 as amended, supplemented and restated from time to time prior to the date of this Amendment No. 4 (together with this Amendment No. 4, this "statement") relating to the shares of common stock, par value $0.0001 per share (the "Shares"), of Wrap Technologies, Inc., a Delaware corporation (the "Issuer"). Item 4 and Item 5 are hereby amended and supplemented as set forth below. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby supplemented by adding the following information:
On May 6, 2025 the Reporting Persons filed a Form 144 pursuant to which the Reporting Persons reported their intent to sell up to 505,542 Shares. On October 6, 2025, the Reporting Persons further filed a Form 144 pursuant to which the Reporting Persons reported their intent to sell up to 794,455 Shares. On January 23, 2026 the Reporting Persons filed a Form 144 pursuant to which the Reporting Persons reported their intent to sell up to 1,778,129 Shares. The Shares will be sold from time to time in Brokers Transactions (as defined in Rule 144). | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is hereby amended and restated in its entirety as of the date hereof:
(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each of the Reporting Persons. The percentages used in Schedule 13D are calculated based upon 51,507,022 shares of Common Stock outstanding as of December 12, 2025 as reported in the Prospectus on Form 424B3 filed by the Issuer with the Securities and Exchange Commission on December 22, 2025.
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| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting person has the sole or shared power to vote and sole or shared power to dispose or to direct the disposition. | |
| (c) | See Exhibit B attached hereto. | |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of Common Stock. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A Joint Filing Agreement, dated as of January 4, 2021, by and among the Reporting Persons (incorporated by reference to Exhibit A to the Reporting Persons' Statement on Schedule 13D filed on January 4, 2021).
Exhibit B Reportable Transactions in the Common Stock. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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