UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒         Preliminary Proxy Statement

WRAP TECHNOLOGIES, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒         No fee required.

Wrap Technologies, Inc.

1817 W 4th Street

Tempe, Arizona 85281

(800) 583-2652

NOTICE OF VIRTUAL ANNUALSPECIAL MEETING OF STOCKHOLDERS

To Be Held on June 28,
TO BE HELD ON SEPTEMBER 19, 2023

Dear Stockholders of Wrap Technologies, Inc.:

It is our pleasure to invite you to the 2023 Annual Meetinga special meeting of Stockholdersstockholders (the “AnnualSpecial Meeting”) of Wrap Technologies, Inc., a Delaware corporation (the “Company”). The AnnualSpecial Meeting will be held on Wednesday, June 28,September 19, 2023 at 9:00 A.M., Pacific Time in a virtual meeting format only. There will be no physical location for stockholders to attend the AnnualSpecial Meeting. Stockholders will be able to listen, vote, and submit questions, regardless of their physical location, via the internet by registering at a live webcast at www.virtualshareholdermeeting.com/WRAP2023.WRAP2023SM. If you plan to participate in the virtual AnnualSpecial Meeting, please see the “Instructions forAbout the Special Meeting—How Can I Access the Virtual Annual MeetingSpecial Meeting?” section in the attached proxy statement for the AnnualSpecial Meeting (the “Proxy Statement”). The purpose of the AnnualSpecial Meeting is to vote on the following:

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. Other detailed information about us and our operations, including our audited financial statements, are included in our Annual Report on Form 10-K (the “Annual Report”), a copy of which is enclosed. This Notice and the Proxy Statement and the Annual Report are also available online at: www.proxyvote.com. You will also have the opportunity to hear what has happened in our business in the past year and to ask questions.

We have elected to provide access to our proxy materials primarily over the Internet, pursuant to the Securities and Exchange Commission’s “notice and access” rules. We strongly encourage you to sign up for electronic delivery of our future annual reports and proxy materials in order to conserve natural resources and help us save costs in producing and distributing these materials. For more information, please see “Electronic Delivery of Proxy Materials and Annual Reportwww.proxyvote.com” on page 1 of the Proxy Statement.. The proxy materials are also available from our proxy solicitor, Morrow Sodali LLC, toll-free at 1-800+1 (800) 662-5200 or email at WRAP@investor.morrowsodali.com.WRAP@investor.morrowsodali.com. The Proxy Statement and this Notice are expected to be first sent or given to stockholders on or about                    , 2023.

The Board of Directors has fixed the close of business on May 5,August 9, 2023 as the record date for the determination of stockholders entitled to notice of and to vote at the AnnualSpecial Meeting and at any adjournment or postponement thereof. Stockholders of record present via live webcast at the AnnualSpecial Meeting or who have submitted a valid proxy via the Internet, by telephone or by mail will be deemed to be present, to vote at the AnnualSpecial Meeting.

Your vote is very important to us. Please act as soon as possible to vote your shares, even if you plan to participate in the virtual AnnualSpecial Meeting. Regardless of whether you plan to virtually attend the AnnualSpecial Meeting, please read the Proxy Statement and vote your shares by Internet, telephone or e-mail as promptly as possible. Please refer to the “Instructions for the Virtual Annual“About the Special Meeting– How Do I Vote My Shares?” section of the Proxy Statement for instructions on submitting your vote. Voting promptly will save us additional expense in further soliciting proxies and will ensure that your shares are represented at the AnnualSpecial Meeting. If you have any questions or need assistance voting, please contact the Company’s proxy solicitor toll-free at 1-800+1 (800) 662-5200 or email at WRAP@investor.morrowsodali.com.WRAP@investor.morrowsodali.com.

By Order of the Board of Directors,

Tempe, Arizona

May 19,
                       , 2023

YOUR VOTE IS IMPORTANT

ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING VIASPECIAL MEETINGVIA LIVE WEBCAST. HOWEVER, TO ENSURE YOUR REPRESENTATION AT THE ANNUALSPECIAL MEETING, YOU ARE URGED TO VOTE BY INTERNET, TELEPHONE OR MAIL AS SOON AS POSSIBLE. RETURNING YOUR PROXY WILL HELP US ASSURE THAT A QUORUM WILL BE PRESENT AT THE ANNUALSPECIAL MEETING AND AVOID THE ADDITIONAL EXPENSE OF DUPLICATE PROXY SOLICITATIONS. EVEN IF YOU HAVE GIVEN YOUR PROXY, YOU MAY STILL VOTE VIA LIVE WEBCAST IF YOU ATTEND THE VIRTUAL ANNUALSPECIAL MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE ANNUALSPECIAL MEETING, YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME. 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO

TABLE OF CONTENTS

Wrap Technologies, Inc.

1817 W 4th Street

Tempe, Arizona 85281

(800) 583-2652

PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS

Unless the context otherwise requires, references in this Proxy Statement to “we,” “us,” “our,” the “Company,” or “Wrap” refer to Wrap Technologies, Inc., a Delaware corporation, and its consolidated subsidiaries as a whole. In addition, unless the context otherwise requires, references to “stockholders” are to the holders of our voting securities, which consist of our common stock, par value $0.0001 per share (the “Common Stock”), entitled to vote at the special meeting of stockholders of the Company (the “Special Meeting”).

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Wrap Technologies, Inc., a Delaware corporation (the “Company”), for use at the Company’s 2023 Annualour Special Meeting of Stockholders (the “Annual Meeting”) to be held on June 28,September 19, 2023 at 9:00 A.M., Pacific Time, via virtual meeting by accessing www.virtualshareholdermeeting.com/WRAP2023WRAP2023SM and at any adjournment or postponement thereof.

Instructionsthereof, and for the purposes set forth in the accompanying Notice of Virtual AnnualSpecial Meeting

A virtual meeting format offers of Stockholders (the “Notice”). Stockholders will not be able to attend the same participation opportunities as those opportunities available toSpecial Meeting in person; however, stockholders at in-person meetings. Stockholdersof record will be able to listen,participate, vote electronically and submit questions. To participate inquestions during the Annual Meetinglive webcast you must register www.virtualshareholdermeeting.com/WRAP2023 by 11:59 P.M., Pacific Time, on June 27, 2023 using your desktop or mobile device.

The Annual Meeting will begin promptly at 9:00 A.M., Pacific Time, on June 28, 2023. We encourage you to access the virtual meeting website prior to the start time. Online check-in will begin 30 minutes prior to the start of the Annual Meeting. You should allow ample time to ensure your ability to access the AnnualSpecial Meeting.

We will holdThis Proxy Statement summarizes information about the proposals to be considered at the Special Meeting and other information you may find useful in determining how to vote. The proxy card is a means by which you actually authorize the proxies to vote your shares in accordance with your instructions. Hard copies of this Proxy Statement, along with the Notice and a proxy card, are being mailed to our question-and-answer session with management immediately following the conclusionstockholders of record as of the Annual Meeting. You may submit a question in advanceclose of business on August 9, 2023, beginning on or about                    , 2023. See “About the AnnualSpecial Meeting during the registration process by visiting www.virtualshareholdermeeting.com/WRAP2023. You may also submit a question at any time during the Annual Meeting by typing the questions into the questions box” beginning on the screen once the virtual meeting starts. The Chairman of the Annual Meeting has broad authority to conduct the meeting in an orderly manner.page 2 for more information.

Technicians will beOur executive offices are located at, and our mailing address is, Wrap Technologies, Inc., 1817 W 4th Street, Tempe, Arizona 85281.

ABOUT THE SPECIAL MEETING

What is a proxy?

A proxy is another person that you legally designate to assist you if you experience technical difficulties accessing the virtual meeting website.vote your stock. If you encounter any difficulties accessingdesignate someone as your proxy in a written document, that document is also called a “proxy” or a “proxy card.” If you are a “street name” holder, you must obtain a proxy from your broker or nominee in order to vote your shares in person at the virtual meeting during the check-in or meeting time, please call 844-986-0822 for assistance.Special Meeting.

Electronic Delivery of Proxy Materials and Annual ReportWhat is a proxy statement?

We have elected to provide access to this year’sA proxy materials primarily over the Internet understatement is a document that regulations of the Securities and Exchange Commission’s (“Commission (the “SEC”) “noticerequire that we give to you when we ask you to sign a proxy card to vote your stock at the Special Meeting.

What is the purpose of the Special Meeting?

At the Special Meeting, stockholders will act upon the matters outlined in the Notice, which include the following:

What is the record date and access” rules. We intendwhat does it mean?

The record date to mail a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about May 19, 2023 to each of ourdetermine the stockholders entitled to notice of and to vote at the AnnualSpecial Meeting which will contain instructions for accessing this Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (“Annual Report”) and voting instructions. The Notice will also include instructions on how you can receive a paper copy of your proxy materials.

This Proxy Statement and the Annual Report can also be accessed free of charge online as of May 19, 2023 at: www.proxyvote.com. The proxy materials are also available from our proxy solicitor, Morrow Sodali LLC (“Morrow Sodali”), toll-free at 1 800-662-5200 via email at WRAP@investor.morrowsodali.com.

Voting

The specific proposals to be considered and acted upon at our Annual Meeting are each described in this Proxy Statement. Only holders of our common stock, par value $0.0001 per share (“Common Stock’’), as ofis the close of business on May 5,August 9, 2023 (the “Record Date”). On the Record Date,                shares of Common Stock were issued and outstanding. Each holder of Common Stock is entitled to one vote for each share held as of the Record Date.

How can I access the virtual Special Meeting?

A virtual meeting format offers the same participation opportunities as those opportunities available to stockholders at in-person meetings. Stockholders will be able to listen, vote, and submit questions. To participate in the Special Meeting webcast, you must register by visiting www.virtualshareholdermeeting.com/WRAP2023SM by 11:59 P.M., Eastern Time, on September 18, 2023 using your desktop or mobile device.

The Special Meeting will begin promptly at 9:00 A.M., Pacific Time, on September 19, 2023. We encourage you to access the virtual meeting website prior to the start time. Online check-in will begin 15 minutes prior to the start of the Special Meeting. You should allow ample time to ensure your ability to access the Special Meeting.

How can I ask questions during the virtual Special Meeting?

We will hold our question-and-answer session with management immediately following the conclusion of the Special Meeting. You may submit a question in advance of the Special Meeting during the registration process by visiting www.virtualshareholdermeeting.com/WRAP2023SM. You may also submit a question at any time during the Special Meeting by typing the questions into the questions box on the screen once the virtual Special Meeting starts. The Chairman of the Special Meeting has broad authority to conduct the meeting in an orderly manner.

What if I have technical difficulties or trouble accessing the Special Meeting?

Technicians will be available to assist you if you experience technical difficulties accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call 844-986-0822 for assistance.

What are the voting rights of the stockholders at the Special Meeting?

The specific proposals to be considered and acted upon at the Special Meeting are each described in this Proxy Statement. Only holders of our Common Stock as of the Record Date are entitled to notice of and to vote at the AnnualSpecial Meeting. On the Record Date, there were 41,663,868                        shares of Common Stock issued and outstanding. Each holder of Common Stock is entitled to one vote for each share held as of the Record Date.Date; provided, however, that any holder of shares of Series A Convertible Preferred Stock will not be entitled to vote any shares of Common Stock issued in respect thereof on the Issuance Proposal, and provided further that no director who participated in the Offering (as defined below) will be entitled to vote on the Director Participation Proposal. If you have any questions or need assistance voting, please contact the Company’sour proxy solicitor Morrow Sodali LLC (“Morrow Sodali”) toll-free at 1 800+1 (800) 662-5200 or email at WRAP@investor.morrowsodali.com.WRAP@investor.morrowsodali.com.

QuorumCertain stockholders, who beneficially held approximately       % of our outstanding Common Stock as of the Record Date, are party to a voting agreement pursuant to which, among other things, each such stockholder agreed, solely in their capacity as a stockholder, to vote all of their shares of Common Stock in favor of the approval of the Issuance Proposal and against any actions that could adversely affect our ability to perform our obligations under the Purchase Agreement.

What constitutes a quorum for the Special Meeting?

In order for any business to be conducted at the AnnualSpecial Meeting, a quorum must be present. The presence at the AnnualSpecial Meeting either in attendance virtually or by proxy, of holders of a majority of the outstanding shares of the Company entitled to vote, willrepresented in person or by proxy, shall constitute a quorum forat the transaction of business.Special Meeting. If you submit a properly executed proxy, regardless of whether you abstain from voting on one or more matters, your shares will be counted as present at the AnnualSpecial Meeting for the purpose of establishing a quorum. Shares that constituteIf you hold your shares in “street name” and you do not instruct your bank, broker non-votesor other nominee how to vote, your broker will alsobe unable to vote your shares on any proposal being presented at the Special Meeting, and your shares will not be counted as present at the AnnualSpecial Meeting for the purpose of establishing a quorum. If a quorum is not present at the scheduled time of the AnnualSpecial Meeting, the Chairman of the AnnualSpecial Meeting may adjourn the AnnualSpecial Meeting until a quorum is present. The time and place of the adjourned AnnualSpecial Meeting will be announced at the time the adjournment is taken, and no other notice will be given. An adjournment will have no effect on the business that may be conducted at the AnnualSpecial Meeting. 

Required Vote for ApprovalWhat votes are required to approve each proposal?

Proposal No.1: Election of Directors. Directors are elected by a plurality vote. This means that the seven director nominees who receive the greatest number of affirmative votes cast at the Annual Meeting by the shares present, either in attendance virtually or represented by proxy, and entitled to vote, will be elected (the “Election of DirectorsIssuance Proposal.”). Abstentions and broker non-votes will have no effect on the outcome of the election of the directors. 

Proposal No. 2:Approval, on a Non-Binding Advisory Basis, of the Compensation Paid to our Named Executive Officers. This proposal calls for a non-binding, advisory vote regarding the compensation paid to our Named Executive Officers (“Say-on-Pay”). Accordingly, there is no “required vote” that would constitute approval of this proposal. However, our Board, including the Compensation Committee of the Board, values the opinions of our stockholders and will consider the result of the vote when making future decisions regarding our executive compensation policies and practices. The affirmative “FOR” vote of a majority of the votes cast, in person or by proxy, excluding abstentions, is required to approve this non-binding, advisory proposal.

Proposal No. 3: Advisory Vote to Approve the Frequency of Non-Binding Advisory Votes on Executive Compensation. This proposal provides a choice among three frequency periods (every one, two or three years) for future advisory Say-on-Pay proposals (“Say-on-Frequency”). The frequency period that receives the most votes will be deemed to be the recommendation of our stockholders. However, because this vote is advisory and not binding on our Board of Directors or management, we may decide that it is in the best interests of our stockholders to hold a Say-on-Pay proposals more or less frequently than the frequency period selected by our stockholders. Unless otherwise instructed or unless authority to vote is withheld, shares represented by executed proxies will be voted for “THREE YEARS.”

Proposal No. 4: Ratification of Appointment of Auditors.The affirmative vote of the holders of a majority of the voting securities present, either in attendance virtually or represented by proxy, at the AnnualSpecial Meeting and entitled to vote on the matter,Issuance Proposal is necessary to ratifyapprove such proposal; provided, however, that any holder of shares of Series A Convertible Preferred Stock will not be entitled to vote any shares of Common Stock issued in respect thereof on the appointmentIssuance Proposal.

Proposal No.2: the Director Participation Proposal.

The affirmative vote of Rosenberg Rich Baker Berman, P.A. as our independent auditors for the fiscal year ending December 31, 2023 (the “holders of a majority of the voting securities present, either in attendance virtually or represented by proxy, at the Special Meeting and entitled to vote on the Director Participation Proposal is necessary to approve such proposal; provided, however, that no director who participated in the Offering (as defined herein) will be entitled to vote any shares of Common Stock issued to such director in respect of Series A Convertible Preferred Stock on the Director Participation Proposal.

Ratification Proposal No.”). 3: the Adjournment Proposal.

The affirmative vote of the holders of a majority of the voting securities present, either in attendance virtually or represented by proxy, at the Special Meeting and entitled to vote on the Adjournment Proposal is necessary to approve such proposal.

How are abstentions treated?

Proposal No.1: the Issuance Proposal.

A properly executed proxy marked “ABSTAIN”“ABSTAIN” will not be voted, although it will be counted as present and entitled to vote for purposes of the RatificationIssuance Proposal Accordingly, an abstention will have the effect of a vote against the Issuance Proposal. If you hold your shares in “street name” and you do not instruct your bank, broker or other nominee how to vote, your broker will be unable to vote your shares on the Issuance Proposal, and your shares will not be included in the determination of the number of shares present at the Special Meeting for determining a quorum and will have no effect on the outcome of the vote with respect to the Issuance Proposal.

Proposal No.2: the Director Participation Proposal.

A properly executed proxy marked “ABSTAIN” will not be voted, although it will be counted as present and entitled to vote for purposes of the Director Participation Proposal. Accordingly, an abstention will have the effect of a vote against the RatificationDirector Participation Proposal. AIf you hold your shares in “street name” and you do not instruct your bank, broker or other nominee will generally have discretionary authorityhow to vote, your broker will be unable to vote your shares on the RatificationDirector Participation Proposal, because it is consideredand your shares will not be included in the determination of the number of shares present at the Special Meeting for determining a routine matter,quorum and therefore we do not expect broker non-votes with respect to the Ratification Proposal. However, any broker non-votes received will have no effect on the outcome of the Ratificationvote with respect to the Director Participation Proposal.

Proposal No. 5: Vote upon such other matters as may properly come before3: the Annual Meeting and any adjournment or postponement thereof.Adjournment Proposal.

Broker Non-VotesA properly executed proxy marked “ABSTAIN” will not be voted, although it will be counted as present and entitled to vote for purposes of the Adjournment Proposal. Accordingly, an abstention will have the effect of a vote against the Adjournment Proposal. If you hold your shares in “street name” and you do not instruct your bank, broker or other nominee how to vote, your broker will be unable to vote your shares on the Adjournment Proposal, and your shares will not be included in the determination of the number of shares present at the Special Meeting for determining a quorum and will have no effect on the outcome of the vote with respect to the Adjournment Proposal.

What is a broker non-vote?

A “broker non-vote” occurs when a nominee (typically a broker or bank) holding shares for a beneficial owner (typically referred to as shares being held in “street name”) submits a proxy for the AnnualSpecial Meeting but does not vote on a particular proposal because the nominee has not received voting instructions from the beneficial owner and does not have discretionary authority to vote the shares with respect to that proposal.

How are broker non-votes treated?

Brokers and other nominees may vote on “routine” proposals on behalf of beneficial owners who have not furnished voting instructions, subject to the rules applicable to broker nominees concerning transmission of proxy materials to beneficial owners, and subject to any proxy voting policies and procedures of those firms. The ratificationEach of the independent registered public accountants, for example, is a routine proposal. Brokers and other nominees may not vote on “non-routine” proposals unless they have received voting instructions from the beneficial owner. The election of directorsbeing presented at this Special Meeting is considered a “non-routine” proposal. This means that brokers and other firms must obtain voting instructions from the beneficial owner to vote on any of these matters; otherwise, they will not be able to cast a vote for such “non-routine” proposals. If your shares are held in the name of a broker, bank or other nominee, please follow their voting instructions so you can instruct your broker on how to vote your shares.

Voting and Revocation of ProxiesHow do I vote my shares?

If you are a record holder, you may vote your shares at the Special Meeting as follows:

The proxy is fairly simple to complete, with specific instructions on the electronic ballot, telephone or card. By completing and submitting your proxy, is properly returnedyou will direct the designated person (known as a “proxy”) to the Company, the shares represented thereby will be votedvote your stock at the AnnualSpecial Meeting in accordance with your instructions. The Board has appointed each of Chris DeAlmeida and Kevin Mullins to serve as the proxy for the Special Meeting.

Your proxy will be valid only if you complete and return it before the Special Meeting. If you properly complete and transmit your proxy but do not provide voting instructions specified thereon. with respect to a proposal, then the designated proxies will vote your shares “FOR” for the Issuance Proposal and the Director Participation Proposal. We do not anticipate that any other matters will come before the Special Meeting, but if any other matters properly come before the meeting, then the designated proxies will vote your shares in accordance with applicable law and their judgment.

If you hold your shares in “street name,” your bank, broker or other nominee should provide to you a request for voting instructions along with the Company’s proxy solicitation materials. By completing the voting instruction card, you may direct your nominee how to vote your shares. If you partially complete the voting instruction but fail to complete one or more of the voting instructions, then your nominee may be unable to vote your shares with respect to the proposal as to which you provided no voting instructions. See “What is a broker non-vote?” Alternatively, if you want to vote your shares during the Special Meeting, you must contact your nominee directly in order to obtain a proxy issued to you by your nominee holder. Note that a broker letter that identifies you as a stockholder is not the same as a nominee-issued proxy.

What if I do not specify how I want my shares voted?

If you return your proxy without specifying how the shares represented thereby are to be voted, the proxy will be voted (i) “FOR” the election ofIssuance Proposal, (ii) “FOR” the seven director nominees named in this Proxy Statement, (ii) Director Participation Proposal, (iii) “FOR” the approval of the compensation paid to our executive officers, (iii) FOR the frequency of non-binding advisory votes on executive compensation to be held every “THREE YEARS”Adjournment Proposal, and (iv)FOR ratification of the appointment of Rosenberg Rich Baker Berman, P.A. as our independent auditors for the current fiscal year, and (v) at the discretion of the proxy holders on any other matter that may properly come before the AnnualSpecial Meeting or any adjournment or postponement thereof.

Can I change my vote?

You may revoke or change your proxy at any time before the AnnualSpecial Meeting by (i) filing, with our Corporate Secretary at our executive offices, located at 1817 W 4th Street, Tempe, Arizona 85281, a notice of revocation or another signed proxy with a later date, or (ii) by voting online at the virtual AnnualSpecial Meeting. Attendance at the virtual AnnualSpecial Meeting by itself will not revoke a proxy. Shares can be voted at the AnnualSpecial Meeting only if the holder is present or represented by proxy. If you are a stockholder whose shares are not registered in your own name, you will need additional documentation from your broker or record holder to vote personally at the AnnualSpecial Meeting.

No Appraisal RightsWho counts the votes?

All votes will be tabulated by Daniel Ramsey, the inspector of election appointed for the Special Meeting.

Do I have any dissenters’ or appraisal rights with respect to any of the matters to be voted on at the Special Meeting?

The stockholders of the Company have no dissenter’s or appraisal rights in connection with any of the proposals described herein.

SolicitationWhat are the solicitation expenses and who pays the cost of this proxy solicitation?

We will bear the entire cost of solicitation, including the preparation, assembly, printing and mailing of the Notice, as well as the preparation and posting of this Proxy Statement the Annual Report and any additional solicitation materials furnished to stockholders. Copies of any solicitation materials will be furnished to brokerage houses, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward this solicitation material to such beneficial owners. In addition, we may reimburse such persons for their costs in forwarding the solicitation materials to such beneficial owners. The original solicitation of proxies may be supplemented by a solicitation by telephone, e-mail or other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services. Except as described above, we do not presently intend to solicit proxies other than by e-mail, telephone and mail.

We

Is this Proxy Statement the only way that proxies are being solicited?

No. In addition to the solicitation of proxies by use of the mail, telephone, officers and employees of the Company, we have also retained Morrow Sodali to assist it in the solicitation of proxies for the AnnualSpecial Meeting. Morrow Sodali will solicit proxies our behalf from individuals, brokers, bank nominees and other institutional holders in the same manner described above. Morrow Sodali will receive a fee of $35,000,$20,000, plus approved and reasonable out of pocket expenses, for its services for the solicitation of the proxies for our AnnualSpecial Meeting. We have also agreed to indemnify Morrow Sodali against certain claims.

What is “householding” and how does it affect me?

With respect to eligible stockholders who share a single address, we may send only one copy of the proxy materials to that address unless we receive instructions to the contrary from any stockholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, if a stockholder of record residing at such address wishes to receive a separate proxy materials in the future, he or she may contact Wrap Technologies, Inc., by sending a request to Morrow Sodali at 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, or contacting them at +1 (800) 662-5200. Eligible stockholders of record receiving multiple copies of our proxy materials can request householding by contacting us in the same manner. Stockholders who own shares through a bank, broker or other intermediary can request householding by contacting the intermediary or by contacting the Company at the above address or phone number.

We hereby undertake to deliver promptly, upon written or oral request, a copy of the proxy materials to a stockholder at a shared address to which a single copy of the document was delivered. Requests should be directed to the address or phone number set forth above.

Where can I find voting results?

We expect to publish the voting results in a Current Report on Form 8-K, which we expect to file with the SEC within four business days after the Special Meeting.

Who can help answer my questions?

The information provided above in this “question and answer” format is for your convenience only and is merely a summary of the information contained in this Proxy Statement. We urge you to carefully read this entire Proxy Statement, including the documents we refer to in this Proxy Statement. If you have further questions, you mayor need additional materials, please feel free to contact the Company’sour proxy solicitor, Morrow Sodali, at:

Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Telephone: +1 (800) 662-5200
(banks and brokers can call collect at (203) 658-9400)
Toll-free at 1 800+1 (800) 662-5200
WRAP@investor.morrowsodali.com

MATTERS TO BE CONSIDERED AT THE ANNUALSPECIAL MEETING

PROPOSAL NO. 1

THE ISSUANCE PROPOSAL

ELECTION OF DIRECTORSBackground and Description of Proposal

GeneralFinancing Transaction

Our Bylaws provideOn June 29, 2023, we entered into the Purchase Agreement with certain directors of the Company and certain accredited and institutional investors (collectively, the “Investors”), pursuant to which we sold to the Investors in a registered direct offering (the “Offering”) (i) an aggregate of 10,000 shares (the “Preferred Shares”) of our newly-designated Series A Convertible Preferred Stock, with par value $0.0001 per share and a stated value of $1,000 per share (the “Preferred Stock”), convertible into shares of our Common Stock, and (ii) warrants (the “InvestorWarrants”) to acquire up to an aggregate of 6,896,553 shares of Common Stock (the “InvestorWarrant Shares”). We engaged Katalyst Securities LLC (the “Placement Agent”) as our exclusive placement agent in connection with the Offering and, pursuant to an Engagement Agreement, dated June 29, 2023, between us and the Placement Agent (the “Engagement Agreement”), we issued to the Placement Agent or its designees warrants (the “Placement Agent Warrants”) to purchase an aggregate of 551,725 shares of Common Stock (the “Placement Agent Warrant Shares”) at an exercise price of $1.45 per share. The Preferred Shares are convertible into shares of Common Stock (the “Conversion Shares”) at the election of the holder at any time at an initial conversion price of $1.45 (the “Conversion Price”), which is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions). The holders of the Preferred Shares are entitled to dividends payable in cash or, at the election of the Company, in shares of Common Stock (“Dividend Shares”), or in a combination of cash and Dividend Shares, in each case, in accordance with the terms of the Certificate of Designations of the Preferred Stock (the “Certificate of Designations”). The Investor Warrants and the Placement Agent Warrants are referred to collectively herein as the “Warrants,” and the Investor Warrant Shares and the Placement Agent Warrant Shares are referred to collectively herein as the “Warrant Shares.” The Dividend Shares, the Conversion Shares, and the Warrant Shares are referred to collectively herein as the “Common Shares.”

The Preferred Shares, the Warrants, and the Common Shares were issued pursuant to a registration statement on Form S‑3 (Registration No. 333‑260612), declared effective by the SEC on November 12, 2021, and a prospectus supplement, dated June 29, 2023, filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

In connection with the Offering, we agreed to seek the approval of our stockholders for the issuance of (i) Dividend Shares upon payment of dividends in respect of the Preferred Shares, (ii) Conversion Shares upon conversion of the Preferred Shares, or (iii) Warrant Shares upon exercise of the Warrants, as applicable, including any additional shares of Common Stock issuable as Dividend Shares, Conversion Shares, or Warrant Shares as a result of the anti-dilution adjustments discussed herein.

Reasons for the Financing Transaction

As of March 31, 2023, our cash and cash equivalents were approximately $9.5 million. In June 2023, our Board determined that it was necessary to raise additional funds for general corporate purposes.

We believe that the Offering, which yielded gross proceeds of $10 million, was necessary in light of our cash and funding requirements at the time. We also believe that the anti-dilution protections contained in the Certificate of Designations and the Warrants were reasonable in light of market conditions and the size and type of the Offering and that we would not have been able to complete the sale of the Preferred Shares and Warrants unless such anti-dilution provisions were offered. In addition, at the time of the Offering, our Board considered numerous alternatives to the transaction, none of which proved to be feasible or, in the opinion of our Board, would have resulted in aggregate terms equivalent to, or more favorable than, the terms obtained in the Offering.

Purchase Agreement

The Preferred Shares and Investor Warrants were issued on July 6, 2023 (the “Closing Date”) pursuant to the terms of the Purchase Agreement and the Engagement Agreement. The Purchase Agreement provided for the sale of the Preferred Shares and the Warrants on the Closing Date for gross proceeds of approximately $10 million.

The Purchase Agreement obligates us to indemnify the Investors and various related parties for certain losses including those resulting from (i) any misrepresentation or breach of any representation or warranty made by us, (ii) any breach of any obligation of ours, and (iii) certain claims by third parties.

The Purchase Agreement contains representations and warranties of us and the Investors that are typical for transactions of this type. In addition, the Purchase Agreement contains customary covenants on our part that are typical for transactions of this type as well as the following additional covenants: (i) until the earlier of (x) such date that no Warrants remain outstanding and (y) two years from the Closing Date, we agreed not to enter into any variable rate transactions; (ii) until the 18 months anniversary of the Closing Date, we agreed not to issue any share of Common Stock or convertible security at a purchase price or conversion price, as applicable, below the applicable Conversion Price until an aggregate of eighty percent (80%) of the Preferred Shares have been converted into shares of Common Stock, subject to certain exceptions; (iii) we agreed to offer to the Investors who purchased securities in the Offering for aggregate consideration equal to or in excess of $1 million until two years from the Closing Date, the opportunity to participate in any subsequent securities offerings by us; and (iv) we agreed to hold a stockholder meeting no later than October 1, 2023, at which we would use our best efforts to solicit our stockholders’ affirmative vote for approval of our issuance of the maximum number of Common Shares issuable upon the payment of dividends in respect of the Preferred Shares, the conversion of the Preferred Shares, and the exercise of the Warrants, each in accordance with applicable law and the rules and regulations of the Nasdaq Stock Market. This Issuance Proposal is intended to fulfill this last covenant.

Engagement Agreement

The Placement Agent Warrants were issued on the date of the Closing pursuant to the terms of the Engagement Agreement. The Engagement Agreement provided for the issuance of the Placement Agent Warrants to the Placement Agent or its designees as compensation for the Placement Agent’s services in connection with the Offering.

Voting Agreement

Certain stockholders, who beneficially held approximately       % of our outstanding Common Stock as of the Record Date, are party to a voting agreement pursuant to which, among other things, each such stockholder agreed, solely in their capacity as a stockholder, to vote all of their shares of Common Stock in favor of the approval of the Issuance Proposal and against any actions that could adversely affect our ability to perform our obligations under the Purchase Agreement. The voting agreement also places certain restrictions on the transfer of the shares of Common Stock held by the signatories thereto.

Preferred Shares

The terms of the Preferred Shares are as set forth in a Certificate of Designations, which was filed with the Secretary of State for the State of Delaware on July 3, 2023. The Certificate of Designations was filed as Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on June 30, 2023, and is incorporated herein by reference.

The Preferred Shares are convertible into shares of Common Stock at the option of the respective holders at any time at the Conversion Price. The initial Conversion Price, subject to adjustment as set forth in the Certificate of Designations, is $1.45 per share. The Conversion Price is subject to customary adjustment for stock dividends, stock splits, reclassifications and the like. The Conversion Price is also subject to “full ratchet” price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions).

The holders of the Preferred Shares are entitled to dividends of 8% per annum, compounded monthly, which are payable in cash or, at our election, shares of Common Stock, or a combination thereof, in each case, in accordance with the terms of the Certificate of Designations. If we elect to pay any dividends in shares of Common Stock, the Conversion Price used to calculate the number of directorsshares issuable will equal to the lower of (i) the then applicable Conversion Price and (ii) 85% of the arithmetic average of the three (3) lowest closing prices of the Common Stock during the twenty (20) consecutive trading day period ending on the trading day immediately preceding the dividend payment date, provided that constitutesuch price shall not be lower than the entire Boardlower of Directors (the “Board”(x) 0.2828 (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events ) shall be fixedand (y) 20% of the “Minimum Price” (as defined in Nasdaq Stock Market Rule 5635) on the date the stockholders approve this Issuance Proposal (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time to time, by resolution adoptedthe Nasdaq Stock Market. Upon conversion or redemption, the holders of shares of Preferred Stock are also entitled to receive a dividend make-whole payment.

The Certificate of Designations includes certain Triggering Events (as defined in the Certificate of Designations), including, among other things, the failure by us to pay any amounts due to the holders of the Preferred Shares when due. Upon the occurrence and during the continuance of a Triggering Event, Preferred Shares will accrue dividends at the rate of 20% per annum.

If on any day after the issuance of the shares of Preferred Stock (i) the closing price of the Common Stock equals or exceeds $4.35 per share (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) for 20 consecutive trading days (the “Mandatory Conversion Measuring Period”), (ii) the daily dollar trading volume of the Common Stock has exceeded $2 million per trading day during the same period, and (iii) certain equity conditions described in the Certificate of Designations are satisfied, then we will have the right to deliver written notice (“Mandatory Conversion Notice”) of the Mandatory Conversion (as defined below) to all holders setting forth (x) the date on which Mandatory Conversion shall occur (which date shall be the second trading day following the date on which holders received Mandatory Conversion Notice) and (y) the aggregate number of Preferred Stock which we elect to be subject to such Mandatory Conversion from the holder, and, on such Mandatory Conversion Date, we shall convert all or any portion of each holder’s shares of Preferred Stock into Conversion Shares at the then effective Conversion Price (the “Mandatory Conversion”). If any of the Equity Conditions shall cease to be satisfied at any time during Mandatory Conversion Measuring Period, then, at the option of the holder of Preferred Stock, the Mandatory Conversion shall be deemed withdrawn and void ab initio.

At any time beginning 18 months after the closing of the Offering, provided that certain equity conditions described in the Certificate of Designations are satisfied, we have the right to redeem in cash all or some of the Preferred Shares outstanding at such time at a redemption price equal to the product of (x) 125% multiplied by (y) the Conversion Amount (as defined in the Certificate of Designations) of the Preferred Shares being redeemed.

Notwithstanding the foregoing, our ability to settle conversions and make dividend make-whole payments using shares of Common Stock is subject to certain limitations set forth in the Certificate of Designations, including a limit on the number of shares that may be issued until the time, if any, that our stockholders have approved the issuance of more than 19.9% of our outstanding shares of Common Stock in accordance with the Nasdaq Listing Rules (the “Nasdaq Stockholder Approval”). We agreed to seek Nasdaq Stockholder Approval of these matters at a meeting to be held no later than October 1, 2023. The Special Meeting is being held and this Issuance Proposal is being submitted to our stockholders in order to obtain the Nasdaq Stockholder Approval. Further, the Certificate of Designations contains certain beneficial ownership limitations after giving effect to the issuance of shares of Common Stock issuable upon conversion of, or as part of any dividend make-whole payment under, the Certificate of Designations.

We are subject to certain affirmative and negative covenants regarding the incurrence of indebtedness, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends (other than dividends pursuant to the Certificate of Designations), distributions or redemptions, and the transfer of assets, among other matters.

Warrants

The Warrants will become exercisable after the date that is six months from the date of issuance (except that any Warrant issued to one of our directors may not be exercised prior to date that is the later of (x) the date on which we receive Nasdaq Stockholder Approval and (y) the date that is six months from the date of issuance) at an initial exercise price of $1.45 per share (the “Exercise Price”) and expire five years from the date of issuance. The Exercise Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a “full ratchet” basis, in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Exercise Price but not less than the lower of (i) $0.2828 and (ii) 20% of the “Minimum Price” (as defined in Nasdaq Stock Market Rule 5635) on the date the stockholders approve this Issuance Proposal (subject to certain exceptions). The Warrants may be exercised for cash, provided that, if there is no effective registration statement available registering the exercise of the Warrants, the Warrants may be exercised on a cashless basis.

As long as 85% of the Preferred Stock is outstanding, if there is a reconstitution of our board of directors of whereby three or more members of such board of directors resign or are replaced (a “Board Reconstitution”), we shall, at the holder’s option, exercisable at any time concurrently with, or within 30 days after, the Board Reconstitution, purchase the Warrant from the holder by paying to the holder an amount of cash equal to the Board Reconstitution Black Scholes Value (as defined in the Warrant) of the remaining unexercised portion of the Warrant on the date of the Board Reconstitution; provided, however, that a change in the composition of our board of directors shall not constitute a “Board Reconstitution”, so long as continuing directors constitute at least a majority of our board of directors. For purposes of the foregoing sentence, a “continuing director” shall mean any member of our board of directors (a) who is a member of that board of directors on the closing date, (b) who was nominated for election by the board of directors a majority of whom were directors on the closing date or (c) whose election or nomination for election was approved by one or more of such directors.

Effect of Issuance of Securities

The potential issuance of the Common Shares, including any Common Shares issued pursuant to the anti-dilution provisions contained in the Certificate of Designations and the Warrants, would result in an increase in the number of shares of Common Stock outstanding, and our stockholders would incur dilution of their percentage ownership to the extent that the holders thereof convert their Preferred Shares or exercise their Warrants or to the extent that additional Common Shares are issued pursuant to the anti-dilution provisions of the Certificate of Designations or the Warrants. Because of potential adjustments to the number of Common Shares issuable upon conversion of the Preferred Shares and exercise of the Warrants, the exact magnitude of the dilutive effect of the Preferred Shares and Warrants cannot be conclusively determined. However, the dilutive effect may be material to our current stockholders.

Reasons for Nasdaq Stockholder Approval

Nasdaq Stock Market Rule 5635(d) requires us to obtain Nasdaq Stockholder Approval prior to a transaction, other than a public offering, involving the sale, issuance or potential issuance by the Company of Common Stock (or securities convertible into or exercisable for Common Stock), which equals 20% or more of the Common Stock or 20% or more of the voting power outstanding immediately prior to the issuance at a price that is less than the lower of: (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement in connection with such transaction or (ii) the average Nasdaq Official Closing Price of the Common Stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of such binding agreement. In the case of the Offering, the 20% threshold is determined based on the shares of our Common Stock outstanding immediately preceding the execution of the Purchase Agreement, which was signed on June 29, 2023.

Immediately prior to the execution the Purchase Agreement, we had 41,935,676 shares of Common Stock outstanding. Therefore, the potential issuance of 14,344,831 shares of our Common Stock (consisting of 6,896,553 Conversion Shares (assuming issuance at the initial Conversion Price), 6,896,553 Investor Warrant Shares, and 551,725 Placement Agent Warrant Shares) would have constituted approximately 34% of the shares of Common Stock outstanding prior to the Offering. In addition, if a holders of the Preferred Shares elect to convert their Preferred Shares, the effective Conversion Price may be significantly lower than the initial Conversion Price, resulting in the issuance of a greater number of shares of Common Stock than would be issuable at the initial Conversion Price. Further, if we elect to pay each monthly dividend payment in the form of Dividend Shares, we will issue shares of Common Stock in addition to those into which the Preferred Shares are initially convertible, and the effective Dividend Conversion Price may be significantly lower than the initial Conversion Price, resulting in the issuance of a greater number of shares of Common Stock than would be issuable at the initial Conversion Price. We are seeking Nasdaq Stockholder Approval under Nasdaq Listing Rule 5635(d) for the sale, issuance or potential issuance by us of shares of our Common Stock (or securities convertible into or exercisable for shares of our Common Stock) in excess of 8,387,135 shares, which is 20% of the shares of Common Stock outstanding immediately prior to the execution of the Purchase Agreement, including, without limitation, as a result of the anti-dilution provisions of the Certificate of Designations or the Warrants, since such provisions may reduce the per share conversion price or exercise price, as the case may be, and result in the issuance of shares at less than the greater of market price or book value per share.

We intend to make the dividend payments due to holders of the Preferred Shares in the form of Dividend Shares to the extent allowed under the Certificate of Designations and applicable law, in order to preserve our cash resources. Because the effective Dividend Conversion Price used to determine the number of Dividend Shares issuable depends in part on the market price of our Common Stock at the time that a Dividend payment is due, we cannot predict how many Dividend Shares we will be required to issue in connection with such Dividend payments. In addition, we generally have no control over whether the holders of Preferred Shares convert their Preferred Shares (other than pursuant to the mandatory exercise feature of the Preferred Shares) or whether the Warrant holders exercise their Warrants. For these reasons, we are unable to accurately forecast or predict with any certainty the total amount of Common Shares that may be issued to the holders of the Preferred Shares or Warrants. Under certain circumstances, however, it is possible, that we may have to issue more than 20% of our outstanding shares of Common Stock to the Preferred Share and Warrant holders under the terms of the Certificate of Designations and the Warrants, respectively. Therefore, we are seeking Nasdaq Stockholder Approval under this proposal to issue more than 20% of our outstanding shares of Common Stock, if necessary, to the Preferred Share and Warrant holders under the Certificate of Designations and the Warrants, respectively.

Nasdaq Stockholder Approval of this Issuance Proposal is also one of the conditions for us to receive up to an additional approximately $10.8 million upon the exercise of the Warrants, if exercised for cash. Loss of these potential funds could jeopardize our ability to execute our business plan.

Any transaction requiring approval by our stockholders under Nasdaq Listing Rule 5635(d) would likely result in a significant increase in the number of shares of our Common Stock outstanding, and, as a result, would likely lead to our current stockholders owning a smaller percentage of our outstanding shares of Common Stock.

Future issuances of securities in connection with the Offering, if any, may cause a significant reduction in the percentage interests of our current stockholders in voting power, any liquidation value, our book and market value, and any future earnings. Further, the issuance or resale of Common Shares issued to the Preferred Share and Warrant holders could cause the market price of our Common Stock to decline. In addition to the foregoing, the increase in the number of issued shares of Common Stock in connection with the Offering may have an incidental anti-takeover effect in that additional shares could be used to dilute the stock ownership of parties seeking to obtain control of us. The increased number of issued shares could discourage the possibility of, or render more difficult, certain mergers, tender offers, proxy contests or other change of control or ownership transactions.

Under the Nasdaq Listing Rules, we are not permitted (without risk of delisting) to undertake a transaction that could result in a change in control of us without seeking and obtaining separate stockholder approval. We are not required to obtain stockholder approval for the Offering under Nasdaq Listing Rule 5635(b) because the Preferred Share and Warrant holders have agreed that, for so long as they hold any shares of our Common Stock, neither they nor any of their affiliates will acquire shares of our Common Stock which result in them and their affiliates, collectively, beneficially owning or controlling more than 4.99% (which percentage can be increased to 9.99% upon the holder’s election) of the total outstanding shares of our Common Stock.

Potential Consequences if the Issuance Proposal is Not Approved

After extensive efforts to raise capital on more favorable terms, we believed that the Offering was the only viable financing alternative available to us at the time. If our stockholders do not approve this proposal, we will not be able to issue more than 20% of our outstanding shares of Common Stock to the Preferred Share and Warrant holders in connection with the Offering. As a result, we may be unable to make the dividend payments due to the holders of the Preferred Shares in shares of our Common Stock or issue sufficient shares upon conversion of the Preferred Shares or exercise of the Warrants. If we are unable to make such payments in shares of our Common Stock, we will have to satisfy such payment obligations by means of cash dividend or redemption payments to the holders of the Preferred Shares. If we do not have sufficient cash resources to make these payments, we may need to delay, reduce or eliminate certain research and development programs or other operations, sell some or all of our assets, or merge with another entity.

Interests of Certain Persons

When you consider our Board’s recommendation to vote in favor of this proposal, you should be aware that our directors and executive officers and existing stockholders may have interests that may be different from, or in addition to, the interests of other of our stockholders. In particular, Scot Cohen (“Mr. Cohen”), one of our directors and the owner of more than 5% of our voting securities, and V4 Global LLC (“V4”), an entity over which Mr. Cohen exercises control and whose securities are beneficially owned by Mr. Cohen, participated in the Offering. Mr. Cohen may by unable to convert all of the Preferred Shares and exercise all of the Warrants issued to him in connection with the Offering if this proposal is not approved by our stockholders. Mr. Cohen will not, by virtue of the issuance of the Common Shares to which he is entitled upon the payment of dividends in respect of the Preferred Shares, the conversion of the Preferred Shares, and the exercise of the Warrants at the initial Conversion Price and Exercise Price, as applicable, acquire rights to a majority of the entire Board, but that in no event shall the number be less than three. A director elected by the Board to fill a vacancy shall serve for the remainder of the term of that director and until the director’s successor is duly elected and qualified. Our Board currently consists of eight directors. Ms. Kimberly Sentovich has notified the Company that she will not stand for re-election at the Annual Meeting, and will retire from the Board at that time. Mr. Sentovich has been a Directorvoting power of the Company, since April 2021, and will continuebased on the number of shares of Common Stock outstanding as a Director until her term ends immediately prior toof the Annual Meeting. Following Ms. Sentovich's retirement andRecord Date. For further information about Mr. Cohen’s participation in the ElectionOffering, see the section titled “Proposal No.2” below, the relevant portions of Directors at the Annual Meeting, the Board will consist of seven directors, each of whom have been nominatedwhich are incorporated herein by our Nominating and Governance Committee for re-election at the Annual Meeting.reference.

Further Information

The seven director nominees for election at the Annual Meeting consist of Messrs. Wayne Walker, Kevin Mullins, Scot Cohen, Michael Parris, Kevin Sherman, Bruce Bernstein and Marc Savas.

Each director nominee, if elected at the Annual Meeting, will hold office for a one-year term until the next annual meeting of stockholders or until their successor is duly elected, unless prior thereto the director resigns, or the director’s office becomes vacant by reason of death or other cause. If any such person is unable or unwilling to serve as a director nominee at the dateterms of the Annual Meeting or any postponement or adjournment thereof,Purchase Agreement, the proxies may be voted for a substitute director nominee, designated byCertificate of Designations and the proxy holders and subjectWarrants are only briefly summarized above. For further information, please refer to the rules for shareholder director nominations set forth informs of the Bylaws, or byPurchase Agreement, the present Board to fill such vacancy, or for the balanceCertificate of those director nominees named without nomination of a substitute,Designations, and the Board may be reduced accordingly.Warrants, which were filed with the SEC as exhibits to our Current Report on Form 8-K filed on June 30, 2023, and are incorporated herein by reference. The Board has no reasondiscussion herein is qualified in its entirety by reference to believe that any of such director nominees will be unwilling or unable to serve if elected as a director.  the filed documents.

Vote Required

The election of directors requiresIf a quorum is present and voting, the affirmative vote of a pluralitymajority of the voting sharessecurities present, either in attendance virtually or represented by proxy, at the Special Meeting and entitled to vote duringon the Annual Meeting. The six nominees receivingIssuance Proposal is required to ratify such proposal. An abstention will have the highest numbereffect of affirmative votes will be elected. Abstentionsa vote against the Issuance Proposal and broker non-votes will have no effect on the outcome of the election ofvote with respect to the directors.Issuance Proposal.

Unless otherwise instructed or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR”“FOR” the electionIssuance Proposal.

Board of Directors Recommendation

The Board recommends that the stockholders vote “FOR” the Issuance Proposal.

PROPOSAL NO. 2

THE DIRECTOR PARTICIPATION PROPOSAL

Background and Description of Proposal

The stockholders of the Company are being asked to approve, in accordance with Nasdaq Listing Rule 5635(c), the issuance of Preferred Shares and Warrants, as well as Conversion Shares upon conversion of the Preferred Shares and Warrant Shares upon exercise of the Warrants, in each case to a director nominees listed above.of the Company.

Description of the Offering

On June 29, 2023, we entered into the Purchase Agreement with the Investors, including Mr. Cohen, a director of the Company, and V4, an entity over which Mr. Cohen exercises control and whose securities are beneficially owned by Mr. Cohen (the “Affiliated Offering”), pursuant to which we issued to Mr. Cohen and V4 an aggregate of 3,000 Preferred Shares and Investor Warrants to purchase up to an aggregate of 2,068,966 Investor Warrant Shares for aggregate gross proceeds of $3,000,000.70 (excluding the proceeds we may receive from the exercise of the warrants issued in the Affiliated Offering) (the “Affiliated Proceeds”). For further information about the Affiliated Offering, see the section titled “Proposal No.1” above, the relevant portions of which are incorporated herein by reference. The Certificate of Designation provides that Preferred Shares held by a holder who serves as a director, officer or is an employee of the Company shall only be convertible into shares of Common Stock following receipt of the Nasdaq Stockholder Approval. Similarly, any Warrant issued to one of our directors may not be exercised prior to date that is the later of (x) the date on which we receive Nasdaq Stockholder Approval and (y) the date that is six months from the date of issuance).

Use of Proceeds

We expect to use the proceeds from the from the sale of the Affiliated Offering for working capital and other general corporate purposes.

Reasons for the Financing Transaction

See the section titled “Proposal No.1—Reasons for the Financing Transaction” above, the relevant portions of which are incorporated herein by reference.

Reasons for Stockholder Approval

Nasdaq Listing Rule 5635(c) deems the issuance of common stock, or securities convertible into or exercisable for common stock, to a Nasdaq-listed company’s officers, directors, employees or consultants at a price less than the market value of such stock, calculated as the closing bid price for such shares on the trading day immediately prior to entry into the signing of a binding agreement to issue such common stock, or securities convertible into or exercisable for common stock, as equity compensation requiring stockholder approval unless the issuance is part of a public offering. Because (i) the Purchase Agreement and related transaction documents provided for the sale and issuance of Preferred Shares and Investor Warrants to Mr. Cohen, who is a director of the Company, and V4, an entity over which Mr. Cohen exercises control and whose securities are beneficially owned by Mr. Cohen, (ii) the Offering was not a public offering, and (iii) under certain circumstances, the effective per-share price of the Preferred Shares and Warrants sold to Mr. Cohen and V4 may be less than the closing bid price of our Common Stock as reported on the Nasdaq Stock Market on the trading day immediately prior to the date of the Purchase Agreement, stockholder approval is required pursuant to Nasdaq Listing Rule 5635(c) for such issuances to Mr. Cohen and V4.

When you consider our Board’ recommendation to vote in favor of the Director Participation Proposal, you should be aware that certain of our directors and executive officers and existing stockholders may have interests that may be different from, or in addition to, the interests of other stockholders. In particular, if stockholder approval is obtained with respect to the Director Participation Proposal, Mr. Cohen and V4 will purchase securities pursuant to the Purchase Agreement and be entitled to received securities pursuant to the terms of the Certificate of Designations and the Warrants, including the anti-dilution provisions contained therein, at an effective per-share price that may be below the closing bid price of our Common Stock on the day prior to the execution of the Purchase Agreement.

Potential Adverse Effects; Dilution and Impact of the Offering on Existing Stockholders

The potential issuance of the Common Shares, including any Common Shares issued pursuant to the anti-dilution provisions contained in the Certificate of Designations and Warrants, in the Affiliated Offering will have a dilutive effect on current stockholders in that the percentage ownership of the Company held by such current stockholders will decline as a result of the issuance of such Common Shares. This means also that current stockholders will own a smaller interest in the Company as a result of such issuances and will therefore have less ability to influence significant corporate decisions requiring stockholder approval. The potential issuance of the Common Shares, including any Common Shares issued pursuant to the anti-dilution provisions contained in the Certificate of Designations and Warrants, in the Affiliated Offering could also have a dilutive effect on book value per share and any future earnings per share. Dilution of equity interests could also cause prevailing market prices for our Common Stock to decline. For further information, see the section titled “Proposal No.1—Effect of Issuance of Securities” above, the relevant portions of which are incorporated herein by reference.

Potential Consequences if the Director Participation Proposal is Not Approved

After extensive efforts to raise capital on more favorable terms, we believed that Mr. Cohen and V4’s participation in the Offering necessary to raising the amount of capital that we deemed necessary to sustain our business. If our stockholders do not approve this proposal, we will redeem the securities issued to Mr. Cohen and V4 and refund the aggregate gross proceeds received from Mr. Cohen and V4 in connection their participation in the Offering.

Interests of Certain Persons

When you consider our Board’s recommendation to vote in favor of this proposal, you should be aware that our directors and executive officers and existing stockholders may have interests that may be different from, or in addition to, the interests of other of our stockholders. In particular, Mr. Cohen is a member of our Board and Mr. Cohen will not be able to convert his Preferred Shares (or those issued to V4) or exercise his Warrants (or those issued to V4) unless the Company approves this proposal.

Vote Required

If a quorum is present and voting, the affirmative vote of a majority of the voting securities present, either in attendance virtually or represented by proxy, at the Special Meeting and entitled to vote on the Director Participation Proposal is required to ratify such proposal. An abstention will have the effect of a vote against the Director Participation Proposal and broker non-votes will have no effect on the outcome of the vote with respect to the Director Participation Proposal.

Unless otherwise instructed or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” the Director Participation Proposal.

Board of Directors Recommendation

The Board recommends that the stockholders vote “FOR” the election of Messrs. Walker, Mullins, Cohen, Parris, Sherman, Bernstein and Savas.Director Participation Proposal.

Director Nominees

The following section sets forth certain information regarding the nominees for election as directors of the Company. There are no family relationships between any of the director nominees and the Company’s executive officers.

Wayne WalkerPROPOSAL NO. 3 was appointed as a director of the Company in November 2018, as Lead Independent Director from January 2021 to June 2021, and as Chairman of the Board in January 2022. Mr. Walker has more than 30 years of experience in corporate law, governance and corporate restructuring, including 15 years at the DuPont Company in the Securities and Bankruptcy Group, where he worked in the Corporate Secretary’s office and served as Senior Counsel. In 2003, Mr. Walker founded Walker Nell Partners, Inc. (“Walker Nell”), an international business consulting firm providing corporate governance and restructuring, fiduciary services, litigation support, and other services to client corporations and law firms, where he continues to serve as President. Mr. Walker currently serves on the board of directors of Petro Pharmaceuticals, Inc. (NASDAQ: PTPI), AYRO, Inc. (NASDAQ: AYRO), AMMO, Inc. (NASDAQ: POWW), and Pharmacyte Biotech, Inc. (NASDAQ: PMBC). He is the former Vice President of the Board of Education of the City of Philadelphia, Chairman of the Board of Trustees of National Philanthropic Trust, a public charity that holds over $11.0 billion of assets under management, and Chairman of the Board of Directors for Habitat for Humanity International, a global non-profit, non-governmental housing organization. He holds a Bachelor of Arts Degree from Loyola University New Orleans and a Juris Doctorate from Catholic University of America. He also studied finance for non-financial managers at the University of Chicago’s Graduate School of Business.

THE ADJOURNMENT PROPOSAL

The Board believes that Mr. Walker’s substantial knowledgeBackground and more than 30 yearsDescription of experience in corporate governance, restructuring and corporate litigation enhances the Board’s corporate governance and related experience.

Kevin Mullins began serving as the Company’s President on April 18, 2022, as the Company’s Chief Executive Officer on April 14, 2023, and as a director of the Company on April 21, 2023. Prior to being appointed as the Company’s President, Mr. Mullins served as the President and Chief Executive Officer of Intrensic, LLC since 2015, which provides digital evidence and video management software solutions for law enforcement agencies. Mr. Mullins has also served on the board of directors of SaferMobility, LLC since 2013, a provider of a campus security solution that delivers personal safety through an easy-to-use smartphone application that connects directly to your security or law enforcement teams. Mr. Mullins received a Bachelor of Arts in Business Administration from Virginia’s College at Wise, Virginia, and a Masters in Business Administration from the University of Virginia in Charlottesville, Virginia.

The Board believes Mr. Mullins knowledge in the security and law enforcement market, together with his experience with the Company since his appointment as President, provides valuable insight and experience as a member of the Board.

Scot Cohen cofounded the Company with Messrs. James Barnes and Elwood Norris in March 2016, and currently serves as a director of the Company. Mr. Cohen served as Executive Chairman of the Company from July 2017 until June 2021. Prior to July 2017, he served as a Manager until the Company’s incorporation in March 2017 at which time he was appointed as the Company’s Corporate Secretary until January 2018. Mr. Cohen has over 20 years of experience in institutional asset management, wealth management, and capital markets. He currently manages several operating partnerships that actively invest in the energy sector in addition to maintaining an active investment portfolio in various public companies, early-stage private companies, hedge funds and alternative assets including real estate. Some of these include serving as principal of the Iroquois Capital Opportunity Fund, a closed end private equity fund he founded in 2010 which focuses on investments in North American oil and gas assets; as the Manager of V3 Capital, LLC, an investor in public and private companies that he founded in 2015, and was the co-founder of Iroquois Capital Investment Group, LLC. Mr. Cohen currently sits on the board of directors of Charlie’s Holding, Inc., and serves as Executive Chair of the Board of Petro River Oil Corp. since 2012. Mr. Cohen earned his Bachelor of Science degree from Ohio University.

The Board believes Mr. Cohen’s success with multiple private investment firms, his extensive contacts within the investment community and financial expertise strengthens the Company’s efforts to raise capital to fund the continued implementation of its business plan.  

Michael Parris was appointed as a director of the Company in November 2017. Mr. Parris has been a partner at Perry Rogers Partners Inc. (“Perry Rogers”), a sports management firm, since 1996, where he primarily oversees the SHAQ Brand and other strategic alliances. His role at Perry Rogers encompasses business development, worldwide brand management, marketing and public relations. Prior to joining Perry Rogers, Mr. Parris had a successful career in law enforcement with the Newark Police Department in Newark, New Jersey, rising to the rank of Lieutenant. During his career in law enforcement, he worked and commanded several specialized units, including Homicide, Robbery, and Internal Affairs. Mr. Parris holds a Bachelor of Science degree in Business Management from the University of Phoenix.

The Board believes that given his background in law enforcement and worldwide marketing and brand experience, Mr. Parris’ broad experience and insights into the markets served by the Company benefits the Board and the Company.

Kevin Sherman was appointed as a director of the Company in April 2021. Mr. Sherman currently serves as the Chief Executive Officer of Tractor Beverages, Inc. (“Tractor”).  Prior to his appointment as Chief Executive Officer, Mr. Sherman served as Chief Marketing Officer and Chief Revenue Officer, positions he held since 2018. Mr. Sherman has served as a member of the board of directors of Tractor since 2015. From 2012 to 2017, Mr. Sherman served as a member of the board of directors, Chief Executive Officer, President, and Chief Marketing Officer of True Drinks, Inc. Mr. Sherman holds a Bachelor of Arts in Philosophy from Gordon College and a Master of Arts in Educational Administration from Loyola Marymount University.   

The Board believes that Mr. Sherman's extensive experience in marketing products, building brands and driving revenue growth enhances the Board's experience and makes him a valuable member of the Board and as a resource for the management team.

Bruce Bernstein was appointed as a director of the Company in April 2023. Mr. Bernstein has over thirty-five years of experience in the securities industry, primarily as senior portfolio manager for two alternative finance funds as well as in trading and structuring of arbitrage strategies. Mr. Bernstein has served as President of Rockmore Capital, LLC since 2006, the manager of a direct investment and lending fund with peak assets under management of $140 million. Previously, he served as Co-President of Omicron Capital, LP, an investment firm based in New York, which he joined in 2001. Omicron Capital focused on direct investing and lending to public small cap companies and had peak assets under management of $260 million. Prior to joining Omicron Capital, Mr. Bernstein was with Fortis Investments Inc., where he was Senior Vice President in the bank’s Global Securities Arbitrage business unit, specializing in equity structured products and equity arbitrage and then President in charge of the bank’s proprietary investment business in the United States. Prior to Fortis, Mr. Bernstein was Director in the Equity Derivatives Group at Nomura Securities International specializing in cross-border tax arbitrage, domestic equity arbitrage and structured equity swaps. Mr. Bernstein started his career at Kidder Peabody, where he rose to the level of Assistant Treasurer. Mr. Bernstein serves as a member of the Board of Directors of Xwell, Inc. (Formerly XpresSpa Holdings, Inc.) the leading airport spa company in the world, based in New York, serves as a Director for Neurotrope since November 14, 2016 and, Petros Pharmaceuticals, Inc. Mr. Bernstein holds a Bachelor of Business Administration from City University of New York (Baruch).

The Board believes that Mr. Bernstein’s experience in finance, audit, capital markets and in advising public companies provides significant benefit to the Company and as a member of the Board.

Marc Savas was appointed as a director of the Company in April 2023. Mr. Savas has over thirty-five years of experience in accelerating revenue for companies, and is skilled in developing and guiding leadership teams, executing tactical, strategic and technical plans, and brings a comprehensive understanding of organizational efficiency. Mr. Savas currently serves as President of Vector97, a privately held waste hauling and recycling consulting firm, since February 2012. He has overseen Vector97 from a startup company through engineering its sale to SIB in June of 2022. Mr. Savas remains President of Vector97 and has joined the SIB leadership team. He currently serves as a Director of SRAX since October 2015. Previously, he founded Unfair Advantage, Inc. and Living Full Blast, Inc., a management and efficiency consulting firm serving the Venture Capital and Legal vertical markets serving as Chief Executive officer until January 2012. Mr. Savas has also served as a member of the Board of Directors of Motivational, Inc., a charitable organization, from July 2020 to present, and as a member of the Board of Directors of RMP, a charitable organization, from December 2022 to present. Mr. Savas holds a Bachelor of Science in Marketing from Northern Arizona University of Flagstaff Arizona, and completed the Executive Development Program of the Marshall School of Business of the University of Southern California.

The Board believes that Mr. Savas’ experience in organizational efficiency and effectiveness, together with his extensive knowledge in finance, scalability and implementing successful business strategies, makes him a valuable member of the Board.

Board Diversity

The Nominating and Governance Committee of the Board (the “NGC”) reviews the requisite skills and characteristics of Board members as well as the composition of the Board as a whole when recommending nominees for the Board. Diversity is one of the factors the NGC considers in identifying nominees for director. The NGC has no predefined minimum criteria for selecting director nominees, although it believes that all directors should share qualities such as business experience, excellent decision-making ability, good judgment, personal integrity and outstanding reputation. In any given search, the NGC may also define particular characteristics for candidates to balance the overall skills and characteristics of the Company’s Board and its perceived needs. However, during any search, the NGC reserves the right to modify its stated search criteria for exceptional candidates.

The tables below provide certain highlights of the composition of our Board members and nominees as of the dates indicated. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f) We comply with Nasdaq Listing Rule 5605(f), which requires Nasdaq-listed companies to have at least two diverse directors. Each of the categories listed in the table below has the meaning as it is used in Nasdaq Listing Rule 5605(f).

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS’ MATTERS

As of May 5, 2023,the Record Date, we had one class of voting stock outstanding: Common Stock. The following table sets forth information concerning shares of our Common Stock beneficially owned as of May 5, 2023the Record Date (unless otherwise noted), by:

The share amounts in the table below are based on 41,663,868                        shares of Common Stock issued and outstanding as of the Record Date. To our knowledge, except as otherwise indicated in the footnotes below, each person or entity has sole voting and investment power with respect to the shares of Common Stock set forth opposite such person’s or entity’s name. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the securities.