Wrap Technologies Seeks 50% Authorized Share Increase and Nasdaq Approval for Dilutive Series C Preferred

summarizeSummary

Wrap Technologies' annual meeting proxy asks holders to raise authorized shares 50% and clear Nasdaq's 20% cap so a full-ratchet Series C Preferred can convert — a structure that could dilute existing holders well beyond the 9.34% implied at the $1.40 initial conversion price.

check_boxKey Events · Corporate Governance and Compliance · WRAP

• Authorized Shares to Rise 50%

  Proposal 4 would amend the charter to raise authorized common stock from 200,000,000 to 300,000,000 shares (total capital stock 205,000,000 to 305,000,000), giving the board room to issue equity without further shareholder votes.

• Nasdaq Cap Cleared for Series C

  Proposal 5 authorizes issuance of Series C Preferred underlying shares above 12,399,477 shares (20% of the 61,997,384 outstanding as of October 15, 2026), satisfying Nasdaq Listing Rule 5635(d).

• Series C Terms Are Highly Dilutive

  All outstanding Series A Preferred is exchanged into up to 10,000 Series C shares at a $1.40 initial conversion price — about 5,790,714 shares, or 9.34% of current outstanding — with 8% cumulative dividends payable in stock at as low as 85% of market, a full-ratchet conversion-price reset, and a 20% default dividend rate on triggering events.

• Equity Plan Reserve Up 10 Million

  Proposal 6 increases the 2017 Equity Compensation Plan reserve from 20,500,000 to 30,500,000 shares and extends the plan to October 14, 2036; 2,400,000 restricted shares granted to Cohen and Novick on September 2, 2026 are forfeited if the increase is not approved by March 15, 2027.

auto_awesomeAnalysis · WRAP · Manufacturing

Shareholders are being asked to raise authorized common stock from 200 million to 300 million shares and to clear Nasdaq's 20% cap so the Series C Preferred issued in exchange for the old Series A can convert. The Series C carries an 8% cumulative dividend, a $1.40 conversion price with a full-ratchet anti-dilution reset, and a 20% default rate on triggering events — terms that let the share count grow well beyond the 5.79 million shares (9.34% of the 61,997,384 outstanding) implied at the initial conversion price. According to the company, failure to approve would breach the preferred's certificate of designations and could force cash dividend or redemption payments it may not be able to fund. A separate proposal adds 10 million shares to the equity plan (to 30.5 million) and extends it to 2036; 2.4 million restricted shares granted to CEO Scot Cohen and President Jared Novick on September 2, 2026 are forfeited if that increase is not approved by March 15, 2027. Cohen's V4 Global also cannot convert its Series B Preferred or exercise its Series B warrants without the authorized-share increase, and the Series C holders get the right to elect one director by December 31, 2026. The vote is December 11, 2026.