Wrap Technologies Inc美国招股说明书（2026年2月13日版本）

1,700,000 Shares of Common Stock2,500,000 shares of Common Stock Underlying Warrants800,000 shares of Common Stock Underlying Pre-Funded Warrants This prospectus relates to the resale by the selling securityholders or their permitted transferees (the “Selling Securityholders”) namedin this prospectus from time to time of up to 5,000,000 shares of our common stock, par value $0.0001 per share (the “common ●1,700,000 shares (the “Common Shares”) of common stock of the Company, which such Common Shares were issued pursuant tothat certain securities purchase agreement, dated as of February 2, 2026, by and among us and certain accredited investors named ●2,500,000 shares of common stock (the “Common Warrant Shares”) issuable upon exercise of certain accompanying warrants atan initial exercise price of $2.30 per share (the “Common Warrants”) that were issued pursuant to the Purchase Agreement; and ●800,000 shares of common stock (the “Pre-Funded Warrant Shares” and, together with the Common Warrant Shares, the “WarrantShares”) issuable upon exercise of pre-funded warrants (the “Pre-Funded Warrants,” together with the Common Warrants, the The Common Shares and the Warrant Shares were issued in reliance upon the exemption from the registration requirements in Section4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Regulation D promulgated thereunder, as applicable. Our registration of the shares of common stock covered by this prospectus does not mean that the Selling Securityholders will offer orsell any of such shares of common stock. The Selling Securityholders named in this prospectus, or their donees, pledgees, transfereesor other successors-in-interest, may resell the shares of common stock covered by this prospectus through public or private We will not receive any of the proceeds from the sale by the Selling Securityholders of the common stock; however, we will receivethe exercise price of the Warrants upon any exercise of the Warrants by payment of cash with an exercise price of $2.30 per share. We We believe the likelihood that the Warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that wewould receive, is dependent upon the trading price of our common stock. If the trading price for our common stock is less than $2.30per share, we believe holders of our Warrants are unlikely to exercise their Warrants. Conversely, these holders are more likely toexercise their Warrants the higher the price of our common stock is above $2.30 per share. The closing price of our common stock on We will bear all costs, expenses and fees in connection with the registration of the common stock, including with regard to compliancewith state securities or “blue sky” laws. The Selling Securityholders will bear all commissions and discounts, if any, attributable to No underwriter or other person has been engaged to facilitate the sale of the common stock in this offering. The SellingSecurityholders and any broker-dealers or agents may, individually but not severally, be deemed to be an “underwriter” within the Our common stock is traded on Nasdaq under the symbol “WRAP.” On February 12, 2026, the closing sale price of our common stockon Nasdaq was $1.70 per share. Investing in our securities involves a high degree of risk. Before making any investment in our securities, you should read andcarefully consider the risks described in this prospectus under the heading “Risk Factors” beginning on page 6 of thisprospectus and in our filings with the Securities and Exchange Commission, which are incorporated by reference in this Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is February 13, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of the registration statement that we filed with the Securities and Exchange Commission (the “SEC”) pursuantto which the Selling Securityholders named herein may, from time to time, offer and sell or otherwise dispose of the shares of our This prospectus and the documents incorporated by reference into this prospectus include important information about us, thesecurities being offered and other information you should know before investing in our securities. You should not assume that theinformation contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus orthat any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated byreference, even though this prospectus is delivered or shares of common stock are sold or otherwise disposed of on a later date. It is You should rely only on this prospectus and the information incorporated or deemed to be