Business Context and Reporting Period
Company: WRAP TECHNOLOGIES, INC.
Filing Type: Form 8-K (Current Report)
Date of Report: November 5, 2025
Reporting Period: Event date of November 5, 2025
The filing reports a corporate governance update regarding the amendment of the Company's Bylaws. The Company is incorporated in Delaware and its common stock trades on the Nasdaq Capital Market under the symbol "WRAP".
Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document is a current report focused solely on a change to corporate bylaws.
Material Changes
The Board of Directors approved the "Second Amendment" to the Amended and Restated Bylaws, effective November 5, 2025. The material change involves:
- Voting Standard: Establishing that for all matters other than the election of directors, the required stockholder vote is the affirmative vote of a majority of the votes cast by stockholders present in person or by proxy.
- Exclusions: Abstentions and broker non-votes are excluded from the vote count for these matters.
- Class Votes: A corresponding change was made to the vote required for class votes, applying the same majority-of-votes-cast standard.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, outlook, or discussion of risks and contingencies. The document strictly details the legal amendment to Article II, Section 11 of the Bylaws.
Key Facts for Investor Verification
- Verify the effective date of the Second Amendment to the Bylaws (November 5, 2025).
- Confirm the new voting threshold for non-director election matters is a majority of votes cast (excluding abstentions and broker non-votes).
- Review Exhibit 3.1 attached to the filing for the full text of the Second Amendment.