Sec Form 4 Filing - Cohen Scot @ WRAP TECHNOLOGIES, INC. - 2023-10-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Cohen Scot 2. Issuer Name and Ticker or Trading Symbol WRAP TECHNOLOGIES, INC. [ WRAP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) EXECUTIVE CHAIRMAN (Last) (First) (Middle) C/O WRAP TECHNOLOGIES, INC., 1817 W 4TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 10/12/2023 (Street) TEMPE, AZ85281 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/12/2023 A 482,143 ( 1 ) A $ 0 5,477,654 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options $ 1.4 10/12/2023 A 1,290,166 ( 2 ) ( 2 ) 10/12/2033 Common Stock 1,290,166 $ 0 1,290,166 D Stock Options $ 5.56 12/01/2021 04/01/2031 Common Stock 100,000 ( 3 ) 100,000 D Series A Convertible Preferred Stock $ 1.45 ( 4 ) 09/19/2023 ( 5 ) Common Stock 862,069 1,250 D Warrants $ 1.45 ( 6 ) 01/03/2024 07/05/2028 Common Stock 862,069 862,069 D Series A Convertible Preferred Stock $ 1.45 ( 4 ) 09/19/2023 ( 5 ) Common Stock 1,206,897 1,750 I By V4 Global LLC Warrants $ 1.45 ( 6 ) 01/03/2024 07/05/2028 Common Stock 1,206,897 1,208,647 I By V4 Global LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cohen Scot C/O WRAP TECHNOLOGIES, INC. 1817 W 4TH STREET TEMPE, AZ85281 X X EXECUTIVE CHAIRMAN Signatures /s/ Scot Cohen 10/16/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )Stock options were issued on April 1, 2021, reported on a Form 4 filed on April 5, 2021, and are fully vested. ( 4 )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. ( 5 )Shares of Series A Convertible Preferred Stock do not expire. ( 6 )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.

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