Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on June 29, 2023, Wrap Technologies, Inc. (the "Company") entered into a Securities Purchase Agreement (as amended, the "Series A Purchase Agreement") with certain directors of the Company and certain accredited investors (collectively, the "Series A Investors"), pursuant to which it agreed to sell to the Series A Investors in a registered direct offering: (i) shares of the Company's Series A Convertible Preferred Stock, with par value $0.0001 per share and a stated value of $1,000 per share (the "Series A Preferred Stock"); and (ii) warrants to purchase shares of the Company's common stock ("Common Stock"), par value $0.0001 per share (the "Warrants"). The terms of the Series A Preferred Stock are as set forth in the Certificate of Designations filed with the Secretary of State of the State of Delaware (the "Secretary of State") on July 3, 2023 (as amended, the "Certificate of Designations").

On November 25, 2024, the Company entered into an Amendment and Agreement with the Series A Investors (the "Amendment Agreement"), pursuant to which, (i) the Series A Investors agreed to amend the Certificate of Designations, as described below, by filing a Certificate of Amendment to the Certificate of Designations with the Secretary of State (the "Certificate of Amendment"), and (ii) the Series A Investors and the Company agreed that all payment amounts that have accrued and are unpaid as of November 25, 2024, pursuant to the Certificate of Designations and that certain Amendment and Agreement, dated as of August 19, 2024, by and among the Company and each investor signatory thereto, will be satisfied by delivery of shares of Common Stock on or prior to November 25, 2024, with each Series A Investor entitled to receive the number of shares of Common Stock specified below such Series A Investor's name on its respective signature page thereto.

The Certificate of Amendment will amend the Certificate of Designations to provide that upon the occurrence of a Triggering Event (as defined in the Certificate of Designations), the Series A Preferred Stock will accrue dividends compounded monthly at the rate of 20% per annum.

The foregoing descriptions of the Amendment Agreement and the Certificate of Amendment are qualified in their entirety by reference to the full text of each such document, copies of which are filed as Exhibit 10.1 and Exhibit 3.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.