WRAP TECHNOLOGIES, INC. 10-Q

Item 1. Financial Statements Wrap Technologies, Inc. Condensed Consolidated Balance Sheets (in thousands, except par value and share amounts) (unaudited) March 31, 2026 December 31, 2025 ASSETS Current Assets: Cash and cash equivalents $ 7,264 $ 3,468 Accounts receivable and contract assets, net 1,991 2,787 Inventories, net 4,645 4,971 Prepaid expenses and other current assets 574 194 Total current assets 14,474 11,420 Property and equipment, net 105 123 Operating lease right-of-use asset, net 447 2,175 Intangible assets, net 1,592 1,572 Other assets 104 128 Total assets 16,722 15,418 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable 787 620 Accrued liabilities 531 407 Customer deposits 51 62 Deferred revenue — short term 449 408 Operating lease liability — short term 90 320 Total current liabilities 1,908 1,817 Deferred revenue — long term 11 14 Operating lease liability — long term 369 2,097 Total long-term liabilities 380 2,111 Total liabilities 2,288 3,928 Commitments and Contingencies (Note 13) Stockholders' Equity Preferred stock - 5,000,000 authorized; par value $ 0.0001 per share; 11,707 and 12,707 shares issued and outstanding at March 31, 2026, and December 31, 2025, respectively. - - Common stock - 200,000,000 authorized; par value $ 0.0001 per share; 55,506,692 and 51,733,217 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively 5 5 Series A convertible preferred stock - 10,000 authorized, par value $ 0.0001 per share; 8,107 and 8,207 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively - - Series B convertible preferred stock - 4,500 authorized, par value $ 0.0001 per share, 3,600 and 4,500 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively - - Additional paid-in capital 135,537 127,804 Accumulated deficit ( 121,108 ) ( 116,319 ) Total Stockholders' Equity 14,434 11,490 Total Liabilities and Stockholders' Equity $ 16,722 $ 15,418 The accompanying notes are an integral part of these financial statements. 1 Wrap Technologies, Inc. Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands, except share and per share amounts) (unaudited) Three Months Ended March 31, 2026 2025 Revenues: Product sales $ 883 $ 309 Technology enabled services 228 456 Total revenues 1,111 765 Cost of revenues 420 170 Gross profit 691 595 Operating expenses: Selling, general and administrative 5,355 4,139 Research and development 105 378 Total operating expenses 5,460 4,517 Loss from operations ( 4,769 ) ( 3,922 ) Other income (expense): Interest income 1 2 Change in fair value of warrant liabilities - 4,029 Gain on lease termination 227 - Other 1 - Total other income (expense), net 229 4,031 Net (loss) income $ ( 4,540 ) $ 109 Less: Convertible preferred stock dividends ( 249 ) ( 164 ) Net loss attributable to common stockholders $ ( 4,789 ) $ ( 55 ) Net loss per basic and diluted share $ ( 0.09 ) $ - Weighted average common shares — basic and diluted 54,001,602 48,396,271 Comprehensive (loss) income: Net (loss) income ( 4,540 ) 109 Comprehensive (loss) income: ( 4,540 ) 109 The accompanying notes are an integral part of these financial statements. 2 Wrap Technologies, Inc. Condensed Consolidated Statements of Stockholders’ Equity (in thousands, except share amounts) (unaudited) Common Stock Preferred Stock Additional Total Series A Convertible Series B Convertible Paid-in Accumulated Stockholders' Shares Amount Shares Amount Shares Amount Capital Deficit Equity Balance at December 31, 2025 51,733,217 $ 5 8,207 $ - 4,500 $ - $ 127,804 $ ( 116,319 ) $ 11,490 Share-based compensation expense - - - - - - 2,384 - 2,384 Dividends on convertible preferred stock 462,656 - - - - - 249 ( 249 ) - Common Stock issued upon vesting of restricted stock units 72,888 - - - - - - - - Common Stock issued upon conversion of preferred stock 668,965 - ( 100 ) - ( 900 ) - - - - Common Stock and pre-funded warrants issued with Private Placement 2,500,000 - - - - - 5,000 - 5,000 Common Stock issued upon warrant exercise 68,966 - - - - - 100 - 100 Net loss - - - - - - - ( 4,540 ) ( 4,540 ) Balance at March 31, 2026 55,506,692 $ 5 8,107 $ - 3,600 $ - $ 135,537 $ ( 121,108 ) $ 14,434 The accompanying notes are an integral part of these financial statements. 3 Wrap Technologies, Inc. Condensed Consolidated Statements of Stockholders’ Equity (in thousands, except share amounts) (unaudited) Common Stock Preferred Stock Additional Total Series A Convertible Series B Convertible Paid-in Accumulated Stockholders' Shares Amount Shares Amount Shares Amount Capital Deficit Equity Balance at December 31, 2024 47,101,631 $ 5 8,207 $ - - $ - $ 105,326 $ ( 105,081 ) $ 250 Share-based compensation expense - - - - - - 1,665 - 1,665 Dividends on convertible preferred stock 113,205 - - - - - 164 ( 164 ) - Common Stock issued upon vesting of restricted stock units 63,199 - - - - - - - - Common Stock issued — Private Placement 3,216,666 - - - - - 543 - 543 Net income for the period - - - - - - - 109 109 Balance at March 31, 2025 50,494,701 $ 5 8,207 $ - - $ - $ 107,698 $ ( 105,136 ) $ 2,567 The accompanying notes are an integral part of these financial statements. 4 Wrap Technologies, Inc. Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) Three Months Ended March 31, 2026 2025 Cash Flows From Operating Activities: Net (loss) income $ ( 4,540 ) $ 109 Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 56 155 Share-based compensation 2,384 1,665 Warranty provision 4 2 Gain on lease termination ( 227 ) - Change in fair value of warrant liabilities - ( 4,029 ) Non-cash lease expense 54 74 (Reversal) / Provision for credit losses ( 1 ) 37 Inventory obsolescence reserve - 18 Changes in assets and liabilities: Accounts receivable and contract assets 797 ( 184 ) Inventories 326 71 Prepaid expenses and other current assets ( 380 ) ( 404 ) Accounts payable 167 ( 115 ) Operating lease liabilities ( 57 ) ( 74 ) Customer deposits ( 11 ) - Accrued liabilities and other 122 ( 272 ) Warranty settlements ( 2 ) ( 7 ) Deferred revenue 38 ( 155 ) Other non-current assets 24 40 Net cash used in operating activities ( 1,246 ) ( 3,069 ) Cash Flows From Investing Activities: Capital expenditures for property and equipment ( 5 ) ( 2 ) Investment in patents, trademarks and other intangibles ( 53 ) ( 44 ) Net cash paid for acquisition - ( 54 ) Net cash used in investing activities ( 58 ) ( 100 ) Cash Flows From Financing Activities: Proceeds from private placement 5,000 - Proceeds from warrant exercise 100 - Proceeds from issuance of common stock and warrants, net - 5,729 Net cash provided by financing activities 5,100 5,729 Net increase in cash and cash equivalents $ 3,796 $ 2,560 Cash and cash equivalents, beginning of period $ 3,468 $ 3,610 Cash and cash equivalents, end of period $ 7,264 $ 6,170 Supplemental Disclosure of Non-Cash Investing and Financing Activities: Dividends declared on convertible preferred stock $ ( 249 ) $ ( 164 ) Dividends settled with common stock $ 249 $ 164 The accompanying notes are an integral part of these financial statements. 5 Wrap Technologies, Inc. Notes to Condensed Consolidated Interim Financial Statements (in thousands, except per share and share amounts) (unaudited) 1. ORGANIZATION, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT DEVELOPMENTS Organization and Business Description Wrap Technologies, Inc., a Delaware corporation (the “Company”, “we”, “us”, and “our”), is a publicly traded company with its common stock, par value $ 0.0001 per share (“Common Stock”), listed on the Nasdaq Capital Market (“Nasdaq”) under the trading symbol “WRAP.” The Company is a developer and supplier of public safety products and training services for law enforcement and security personnel. The Company's product and service portfolio also includes Wrap Reality, a virtual reality training simulator, WrapTactics™, a subscription-based digital training platform, WrapVision™, a body-worn camera and digital evidence management solution, and technology-enabled services including managed services and policy support. The principal markets for the Company's proprietary products and services are in North and South America, Europe, the Middle East, and Asia. Basis of Presentation The Company’s unaudited interim condensed consolidated financial statements included herein have been prepared in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X and the rules and regulations of the Securities and Exchange Commission (“ SEC ”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“ U.S. GAAP ”) have been condensed or omitted pursuant to such rules and regulations. In management’s opinion, the accompanying financial statements reflect adjustments necessary to present fairly the financial position, results of operations, and cash flows for those periods indicated, and contain adequate disclosure to make the information presented not misleading. Adjustments included herein are of a normal, recurring nature unless otherwise disclosed in the footnotes. The condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “ Annual Report ”), as filed with the SEC on March 26, 2026. The accompanying unaudited condensed consolidated balance sheet as of March 31, 2026 has been derived from the audited consolidated balance sheet as of December 31, 2025, contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. Results of operations for interim periods are not necessarily indicative of the results of operations for a full year. Principles of Consolidation The Company has three wholly owned subsidiaries, Wrap Reality, Inc., that sells a virtual reality (“ VR ”) training system primarily targeting law enforcement agencies, Intrensic, LLC (“Intrensic”), specializing in Body Worn Camera and Digital Evidence Management solutions and Wrap Federal, LLC, formed to support federal government clients in federal agencies. The condensed consolidated financial statements include the accounts of these subsidiaries after elimination of intercompany transactions and accounts. Segment and Related Information The Company operates as a single operating and reportable segment. The Company's Chief Operating Decision Maker is its Chief Executive Officer, who manages operations for purposes of allocating resources on a consolidated basis. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could materially differ from those estimates. 6 Revenue Recognition The Company recognizes revenue under ASC Topic 606 - Revenue from Contracts with Customers (“ASC 606”). Revenue is recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to receive. The Company's revenues consist of product sales (BolaWrap devices, cassettes, and accessories) and technology-enabled services (software subscriptions, body-worn cameras, managed services, policy support, training, and shipping). Warrants As of March 31, 2026, all outstanding warrants (Series A Warrants, PIPE Warrants, Series B Warrants, and February 2026 Warrants each defined herein) are classified within permanent equity (additional paid-in capital) following amendments executed on June 30, 2025 that enabled equity classification under ASC 815-40 as discussed further in Note 8. These warrants are not subject to subsequent fair value remeasurement and no warrant liability is recorded as of March 31, 2026 or December 31, 2025. Loss per Share Basic loss per share (EPS) is computed by dividing net loss, less any dividends, accretion or decretion, redemption or induced conversion, if any, on the Company’s Series A Convertible Preferred Stock ("Series A Preferred Stock"), by the weighted average number of shares outstanding during the reported period. In computing diluted EPS, the Company adjusts the numerator used in the basic EPS computation, subject to anti-dilution requirements, to add back the dividends (declared or cumulative undeclared) applicable to the Series A and Series B Convertible Preferred Stock. Such add-back would also include any adjustments to equity in the period to accrete the Series A and Series B Convertible Preferred Stock to its redemption price, or recorded upon a redemption or induced conversion, if any. The Company adjusts the denominator used in the basic EPS computation, subject to anti-dilution requirements, to include the dilution from potential shares resulting from the issuance of the Series A and Series B Convertible Preferred Stock, restricted stock units, and stock options. Stock options and restricted stock units exercisable or issuable for a total of 11,369,761 shares and 7,595,515 sh ares of Common Stock were outstanding as of March 31, 2026 and 2025, respectively. These securities are not included in the computation of diluted net loss per share of Common Stock for the periods presented as their inclusion would be antidilutive due to losses incurred by the Company. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported net loss, total assets, total liabilities, stockholders’ equity, or cash flows. Recently Issued Accounting Guidance Not Yet Effective In November 2024, the FASB issued ASU 2024-03, which requires disaggregated disclosure of income statement expenses for public business entities. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact of ASU 2024-03 on its financial statements. 2. REVENUE AND PRODUCT COSTS Revenues consist of product sales and technology-enabled services. Product sales include BolaWrap devices, cassettes, and accessories. Technology-enabled services include software subscriptions, body-worn cameras, managed services, policy and training support, and shipping revenue. The table below details the activity in our contract liabilities during the three months ended March 31, 2026. SCHEDULE OF CONTRACT LIABILITIES Customer Deposits Deferred Revenue Balance at January 1, 2026 $ 62 $ 422 Additions, net 19 259 Transfer to revenue ( 30 ) ( 221 ) Balance at March 31, 2026 $ 51 $ 460 Current portion $ 51 $ 449 Long-term portion $ - $ 11 7 As of March 31, 2026, the Company’s deferred revenue of $ 460 consisted of $ 9 related to BolaWrap extended warranties and services, $ 27 related to WRAP Ready, $ 379 related to Intrensic extended warranties and services, $ 21 related to VR, $ 14 related to training and $ 10 related to WrapTactics. 3. FINANCIAL INSTRUMENTS Assets and liabilities recorded at fair value on a recurring basis in the Condensed Consolidated Balance Sheets and assets and liabilities measured at fair value on a non-recurring basis or disclosed at fair value, are categorized based upon the level of judgment associated with inputs used to measure their fair values. The accounting guidance for fair value provides a framework for measuring fair value and requires certain disclosures about how fair value is determined. Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The accounting guidance also establishes a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity. The three-level hierarchy for the inputs to valuation techniques is briefly summarized as follows: Level 1 -Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 -Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 -Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. The following table shows the Company’s short-term investments by significant investment category as of March 31, 2026, and December 31, 2025. As of March 31, 2026 Adjusted Cost Unrealized Gains Unrealized Losses Market Value Level 1: Money Market Funds $ 640 $ - $ - $ 640 Total financial assets $ 640 $ - $ - $ 640 As of December 31, 2025 Adjusted Cost Unrealized Gains Unrealized Losses Market Value Level 1: Money Market Funds $ 639 $ - $ - $ 639 Total financial assets $ 639 $ - $ - $ 639 As of March 31, 2026 and December 31, 2025, the Company has no warrant liabilities. All outstanding warrants are classified within permanent equity following amendments completed on June 30, 2025. Refer to Note 8 for further discussion. Other financial instruments, including accounts receivable, accounts payable, accrued liabilities and customer deposits, are carried at cost which approximates fair value due to their short-term nature. 8 4. INVENTORIES Inventory is recorded at the lower of cost or net realizable value using the weighted average cost method. Inventories consisted of the following: SCHEDULE OF INVENTORY March 31, 2026 December 31, 2025 Finished goods $ 3,198 $ 3,509 Raw materials 1,963 1,978 Reserve for obsolescence ( 516 ) ( 516 ) Inventories, net $ 4,645 $ 4,971 Inventory reserve expense was $ 0 and $ 18 for the three months ended March 31, 2026 and 2025, respectively. 5. PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2026 December 31, 2025 Production and lab equipment $ 391 $ 391 Tooling 570 570 Computer equipment 188 183 Furniture, fixtures and improvements 81 81 Property and equipment, gross $ 1,230 $ 1,225 Accumulated depreciation ( 1,125 ) ( 1,102 ) Property and equipment, net $ 105 $ 123 Depreciation expense was $ 23 and $ 40 for the three months ended March 31, 2026 and 2025, respectively. 6. INTANGIBLE ASSETS Intangible Assets, net Intangible assets, net consisted of the following: March 31, 2026 December 31, 2025 Amortizable intangible assets: Patents $ 1,182 $ 1,142 Trademarks 380 367 Purchased software and technology 512 512 Gross amortizable intangibles $ 2,074 $ 2,021 Accumulated amortization ( 903 ) ( 870 ) Total amortizable, net $ 1,171 $ 1,151 Indefinite life assets (non-amortizable) 421 421 Total intangible assets, net $ 1,592 $ 1,572 Amortization expense was $ 33 and $ 115 for the three months ended March 31, 2026 and 2025 respectively. 9 As of March 31, 2026, future amortization expense is as follows: 2026 (9 months) $ 88 2027 116 2028 116 2029 116 2030 116 Thereafter 619 Total $ 1,171 7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accrued liabilities consist of the following: March 31, 2026 December 31, 2025 Patent and legal costs $ 134 $ 111 Accrued compensation 147 2 Warranty costs 32 30 Royalty 99 99 Accrued purchases - 6 Taxes and other 119 159 Total accrued liabilities $ 531 $ 407 Changes in our estimated product warranty costs were as follows: Three Months Ended March 31, 2026 2025 Balance, beginning of period $ 30 $ 83 Warranty settlements ( 2 ) ( 7 ) Warranty provision 4 2 Balance, end of period $ 32 $ 78 SCHEDULE OF PRODUCT WARRANTY LIABILITY 8. WARRANTS All outstanding warrants are classified within permanent equity as of March 31, 2026 and December 31, 2025. The following summarizes the Company's outstanding warrants: Series A Warrants — On June 29, 2023, the Company issued warrants (the "Series A Warrants") to purchase up to 6,896,553 shares of Common Stock at an exercise price of $ 1.45 per share in connection with the Series A Preferred Stock offering. On June 30, 2025, the Company entered into an amendment agreement (the "Series A Warrant Amendment") with the Required Holders (as defined in the Series A Warrants), which resulted in reclassification of the Series A Warrants from warrant liabilities to additional paid-in capital under ASC 815-40. The amended warrants expire on January 3, 2030 ( six and one-half years from original issuance). PIPE Warrants — On February 24, 2025, the Company issued warrants (the "PIPE Warrants") to purchase up to 3,216,666 shares of Common Stock at an exercise price of $ 1.80 per share in connection with a private placement. On June 30, 2025, the Company entered into an amendment agreement (the "2025 Warrant Amendment") with the PIPE holders, resulting in reclassification from warrant liabilities to additional paid-in capital under ASC 815-40. The amended PIPE Warrants expire five and one-half years from the original issuance date. 10 Series B Warrants — On August 18, 2025, the Company issued warrants (the "Series B Warrants") to purchase up to 3,000,000 shares of Common Stock at an exercise price of $ 1.50 per share in connection with the Series B Convertible Preferred Stock, par value $ 0.0001 per share (the "Series B Preferred Stock") private placement. The Series B Warrants became exercisable on December 12, 2025, the date stockholder approval was obtained, and expire on December 12, 2030 . The Series B Warrants are classified within permanent equity. February 2026 Warrants — On February 3, 2026, the Company issued pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 800,000 shares of Common Stock at an exercise price of $ 0.0001 per share and common warrants (the "February 2026 Common Warrants") to purchase up to 2,500,000 shares of Common Stock at an exercise price of $ 2.30 per share in connection with a private placement. The Pre-Funded Warrants and the February 2026 Common Warrants were classified as equity within additional paid-in capital under ASC 815-40 upon issuance. The Pre-Funded Warrants expire when exercised in full, and the February 2026 Common Warrants expire on February 3, 2031, five years from the date of issuance. 9. LEASES The Company determines if an arrangement is a lease at inception. The guidance in FASB ASC Topic 842, Leases defines a lease as a contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. Operating lease right of use (“ROU”) assets and lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. The Company’s leases do not provide an implicit rate. Due to a lack of financing history or ability, the Company uses an estimate of low-grade debt rate published by the Federal Reserve Bank as its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The ROU asset includes any lease payments made and excludes lease incentives and initial direct costs incurred. Amortization expense was $ 54 and $ 74 for the three months ended March 31, 2026 and 2025 respectively. Operating lease expense for capitalized operating leases included in operating activities was $ 112 and $ 156 for the three months ended March 31, 2026 and 2025, respectively. Operating lease obligations recorded on the balance sheet at March 31, 2026 are: March 31, 2026 Operating lease liability — short term $ 90 Operating lease liability — long term 369 Total operating lease liability $ 459 SCHEDULE OF OPERATING LEASE OBLIGATIONS Future lease payments included in the measurement of lease liabilities on the balance sheet at March 31, 2026 for future periods are as follows: 2026 (9 months) $ 90 2027 120 2028 120 2029 120 2030 90 Thereafter - Total future minimum lease payments 540 Less imputed interest ( 81 ) Total $ 459 The weighted average remaining lease term is 4.5 years, and the weighted average discount rate is 7.5 % . Certain leases contain provisions for payment of real estate taxes, insurance and maintenance costs by the Company. These expenses are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred. The Company had $ 0 and $ 23 variable lease expenses for the three months ended March 31, 2026 and 2025, respectively. 11 The Company had no short-term lease expenses for the three months ended March 31, 2026 and 2025 respectively. The Company does not have any finance leases. On February 13, 2026, the Company entered into a Termination and Mutual Release Agreement with the landlord of the Company's office space located at 3480 Main Highway, Suite 202, Miami, Florida 33133. Pursuant to the agreement, the office lease dated September 20, 2023 was terminated effective as of February 13, 2026, and the Company surrendered possession of the premises. The landlord agreed to refund the prorated portion of February 2026 rent attributable to the period following the termination date and to return the security deposit in accordance with the terms of the original lease. The parties exchanged mutual releases of all claims arising out of or relating to the lease, except for obligations expressly set forth in the termination agreement and any obligations that by their terms survive termination. In March 2026, the Company entered into a month-to-month service agreement for a business address located at 3350 Virginia Street, Miami, Florida 33133. 10. STOCKHOLDERS’ EQUITY The Company's authorized capital consists of 200,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par value $ 0.0001 per share, of which 10,000 shares are designated as Series A Convertible Preferred Stock and 4,500 shares are designated as Series B Convertible Preferred Stock. Series A Preferred Stock On July 3, 2023, the Company designated and issued 10,000 shares of Series A Preferred Stock (stated value $ 1,000 per share) convertible into shares of Common Stock at an initial conversion price of $ 1.45 per share. As of March 31, 2026 and December 31, 2025, there were 8,107 and 8,207 shares outstanding, respectively. Holders are entitled to dividends of 8 % per annum, payable in cash or shares of Common Stock at the Company's election. For the three months ended March 31, 2026 and 2025, the Company paid dividends of $ 249 and $ 164 , respectively, in shares of Common Stock. Series B Preferred Stock On August 18, 2025, the Company issued 4,500 shares of Series B Preferred Stock (stated value $ 1,000 per share) convertible up to 3,000,000 shares of Common Stock at an initial conversion price of $ 1.50 per share. As of March 31, 2026 and December 31, 2025, there were 3,600 and 4,500 shares outstanding, respectively. Holders are entitled to dividends when and as declared by the Board, payable in cash or shares of the Company's securities. No dividends were declared or paid during the three months ended March 31, 2026. 11. SHARE-BASED COMPENSATION The Company maintains the Wrap Technologies, Inc. 2017 Equity Incentive Plan (the "2017 Plan"), which was most recently amended on December 12, 2025 to authorize up to 20,500,000 shares of Common Stock for issuance as equity awards under the 2017 Plan. As of March 31, 2026, there were 4,033,073 shares of Common Stock remaining available for grant under the 2017 Plan. Stock Options The following table summarizes stock option activity for the three months ended March 31, 2026: Weighted Average Options on Common Shares Exercise Price Remaining Contractual Terms Aggregate Intrinsic Value Outstanding December 31, 2025 6,449,534 2.05 8.56 3,706 Granted 4,197,500 2.21 - - Exercised - - - - Forfeited, cancelled, expired ( 300,000 ) 2.45 - - Outstanding March 31, 2026 10,347,034 2.10 8.75 402 Exercisable March 31, 2026 3,072,524 2.31 7.79 141 12 As of March 31, 2026 there were 8,981,868 service-based stock options outstanding, and 1,365,166 performance-based stock options outstanding. For the performance-based options, 1,290,166 were granted in October 2023 to the Company's current Chief Executive Officer, subject to vesting based on future market capitalization targets, and 75,000 were granted to a consultant, subject to vesting upon the Company's execution of a specified customer contract. The Company uses the Black-Scholes option pricing model to determine the fair value of the service-based options that have been granted. The following table summarizes the assumptions used to compute the fair value of options granted to employees and non-employees: SCHEDULE OF STOCK OPTION ACTIVITY, FAIR VALUE OF ASSUMPTIONS Three Months Ended March 31, 2026 2025 Expected stock price volatility 76 % 76 % Risk-free interest rate 3.87 % 4.28 % Expected dividend yield 0 % 0 % Expected life of options 6 6 Weighted-average fair value of options granted $ 1.55 $ 1.47 Estimated volatility is a measure of the amount by which the Company’s stock price is expected to fluctuate each year during the expected life of awards. The Company’s estimated volatility was based on an average of the historical volatility of peer entities whose stock prices were publicly available. The Company’s calculation of estimated volatility is based on the historical stock prices of these peer entities over a period equal to the expected life of the awards. The Company uses the historical volatility of peer entities due to the lack of sufficient historical data of its stock price. The Company records forfeitures as they are incurred. The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the term of the options. The dividend yield of 0 % is based on the fact that the Company has never paid cash dividends and has no present intention of paying cash dividends. The Company calculates the expected life of the options using the Simplified Method for the employee stock options as the Company does not have sufficient historical exercise data. Stock option expense was $ 2,033 and $ 387 for the three months ended March 31, 2026 and 2025, respectively. Restricted Stock Units The 2017 Plan provides for the grant of restricted stock units (“RSUs”). RSUs are settled in shares of the Company’s Common Stock as the RSUs vest. The following table summarizes RSU activity for the three months ended March 31, 2026: Weighted Average Service-Based RSUs Grant Date Fair Value Vesting Period (Years) Unvested at December 31, 2025 1,014,563 $ 2.23 3.62 Granted service based 81,052 2.46 - Vested ( 72,888 ) 2.26 - Forfeited and cancelled - - - Unvested at March 31, 2026 1,022,727 $ 2.25 3.69 SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY The Company used the Monte Carlo Simulation Model to value at the grant date the aggregate of 632,911 market condition performance RSUs granted in January 2024 to the Company’s Chief Executive Officer. The assumptions used in the Monte Carlo Simulation were stock price on the date of grant equal to $ 3.40 , a contract term of 10 years, expected volatility of 78 % and risk-free interest rate of 4.10 %. Vesting is based on sustained market capitalization of $ 1 billion, and the derived service period is 4.3 years. RSU expense was $ 351 and $ 1,278 for the three months ended March 31, 2026 and 2025, respectively. 13 Share-Based Compensation Expense The Company recorded share-based compensation for options and RSUs in its statements of operations for the relevant periods as follows: Three Months Ended March 31, 2026 2025 Selling, general and administrative $ 2,384 $ 1,603 Research and development - 62 Total share-based expense $ 2,384 $ 1,665 SCHEDULE OF SHARE-BASED COMPENSATION FOR OPTIONS AND RESTRICTED STOCK UNITS As of March 31, 2026, total estimated compensation cost of stock options granted and outstanding but not yet vested was $ 8,707 which is expected to be recognized over the weighted average period of 2.94 years. As of March 31, 2026, total estimated compensation cost of RSUs granted and outstanding but not yet vested was $ 1,004 , which is expected to be recognized over the weighted average period of 1.88 years. 12. DEFINED CONTRIBUTION PLAN The Company has a defined contribution savings plan for all eligible U.S. employees established under the provisions of Section 401(k) of the Internal Revenue Code. This plan was formed on January 1, 2022. Eligible employees may contribute a percentage of their salary subject to certain limitations. The Company’s matching contributions were $ 13 and $ 0 for the three months ended March 31, 2026 and 2025, respectively. 13. COMMITMENTS AND CONTINGENCIES Purchase Commitments As of March 31, 2026, the Company was committed for approximately $ 541 for future component deliveries that are generally subject to modification or rescheduling in the normal course of business. Indemnifications and Guarantees Our officers and directors are indemnified as to personal liability as provided by Delaware law and the Company’s certificate of incorporation and bylaws. The Company may also undertake indemnification obligations in the ordinary course of business related to its operations. The Company is unable to estimate with any reasonable accuracy the liability that may be incurred pursuant to any such indemnification obligations now or in the future. Because of the uncertainty surrounding these circumstances, the Company’s current or future indemnification obligations could range from immaterial to having a material adverse impact on its financial position and its ability to continue in the ordinary course of business. The Company has no liabilities recorded for such indemnities. Litigation The Company is subject to litigation and other claims in the ordinary course of business. The Company records a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed and adjusted to include the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel, and other information and events pertaining to a particular matter. As of March 31, 2026, the Company had no provision for liability under existing litigation. 14 14. RELATED PARTY TRANSACTIONS Series A Preferred Stock Scot Cohen, the Company's Executive Chairman and Chief Executive Officer, holds directly and through V4 Global LLC ("V4"), an entity he controls, shares of Series A Preferred Stock and related warrants. For the three months ended March 31, 2026, Mr. Cohen earned dividends totaling $ 91 o n his Series A Preferred Stock. Series B Preferred Stock In the private placement of Series B Preferred Stock completed August 18, 2025, V4 purchased 1,000 shares of Series B Preferred Stock and 666,667 Series B Warrants for gross proceeds of $ 1,000 . PIPE Warrants In the February 2025 private placement, V4 purchased 1,100,000 shares of Common Stock and 1,100,000 PIPE Warrants for gross proceeds of $ 1,980 ; Continuum Ventures, LLC (controlled by Jared Novick, President and Chief Operating Officer) purchased 275,000 shares of Common Stock and 275,000 PIPE Warrants for gross proceeds of $ 495 ; and Savbo Investments LLC (controlled by Marc Savas, a Board member) purchased 50,000 shares of Common Stock and 50,000 PIPE Warrants for gross proceeds of $ 90 . In the February 2026 private placement, V4 purchased 475,000 shares of Common Stock and 475,000 February 2026 Common Warrants for gross proceeds of $ 950 ; Savbo Investments LLC purchased 25,000 shares of Common Stock and 25,000 February 2026 Common Warrants for gross proceeds of $ 50 ; and Juggernaut Management, LLC (controlled by John Shulman, a Board member) purchased 250,000 shares of Common Stock and 250,000 February 2026 Common Warrants for gross proceeds of $ 500 . License Agreement The Company is party to a royalty license with Syzygy, a company owned by Elwood G. Norris, a 5 % or greater stockholder, and James A. Barnes, a stockholder. 15. MAJOR CUSTOMERS AND RELATED INFORMATION For the three months ended March 31, 2026, revenue from one customer accounted for approximatel y 40 % of revenue, with no other single customer accounting for more than 10% of total revenue. For the three months ended March 31, 2025, revenue from three customers accounted for approximately 13 %, 13 % and 11 % of revenue, respectively. At March 31, 2026, accounts receivable from three distributors accounted for 29 %, 24 %, and 14 % of net accounts receivable and contract assets with no other single customer accounting for more than 10% of the accounts receivable and contract assets balance. At December 31, 2025, accounts receivable from two distributors accounted for 71 % and 10 %, respectively of net accounts receivable and contract assets, with no other single customer accounting for more than 10% of the accounts receivable and contract assets balance. The following table summarizes revenue by geographic region. Revenue is attributed to countries based on customer’s delivery location: Three Months Ended March 31, 2026 2025 Americas $ 645 $ 651 Europe, Middle East and Africa 466 114 Total revenues $ 1,111 $ 765 SCHEDULE OF DISAGGREGATION OF REVENUE 16. SUBSEQUENT EVENTS The Company has reviewed activities through May 13, 2026, the date on which this Quarterly Report on Form 10-Q was filed with the Securities and Exchange Commission, and has determined there are no subsequent events requiring disclosure in accordance with ASC 855-10-25-1. 15