PART I. FINANCIAL INFORMATION This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis for the interim period Item 1. Financial Statements This section presents Wrap Technologies, Inc.'s unaudited condensed consolidated financial statements, detailing financial position, performance, and cash flows for the periods ended June 30, 2025, and December 31, 2024 Condensed Consolidated Balance Sheets This section provides a detailed overview of the company's assets, liabilities, and stockholders' equity at specific reporting dates Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :------------ | :------------------ | | ASSETS | | | | Cash and cash equivalents | $4,177 | $3,610 | | Total current assets | $11,321 | $10,471 | | Total assets | $15,612 | $15,121 | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | | Total current liabilities | $2,002 | $13,203 | | Total liabilities | $3,851 | $14,871 | | Total stockholders' equity | $11,761 | $250 | - Total stockholders' equity significantly increased from $250 thousand at December 31, 2024, to $11,761 thousand at June 30, 2025, primarily due to the reclassification of warrant liabilities to additional paid-in capital9 - Total current liabilities decreased substantially from $13,203 thousand to $2,002 thousand, mainly driven by the reclassification of warrants from liabilities to equity9 Condensed Consolidated Statements of Operations and Comprehensive Loss This section outlines the company's revenues, expenses, and net loss over specific interim periods Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands, except per share amounts) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $1,012 | $1,573 | $1,778 | $3,049 | | Gross profit | $487 | $984 | $1,083 | $1,820 | | Loss from operations | $(2,856) | $(3,170) | $(6,777) | $(7,309) | | Net loss | $(3,727) | $(385) | $(3,618) | $(268) | | Net loss attributable to common stockholders | $(3,891) | $(896) | $(3,946) | $(968) | | Net loss per basic and diluted common share | $(0.07) | $(0.02) | $(0.07) | $(0.02) | - Total revenues decreased by 36% for the three months ended June 30, 2025, and by 42% for the six months ended June 30, 2025, compared to the same periods in 202411 - Net loss significantly increased for both the three-month and six-month periods ended June 30, 2025, primarily due to a negative change in the fair value of warrant liabilities in 2025 compared to a positive change in 202411 Condensed Consolidated Statements of Stockholders' Equity This section details changes in the company's equity accounts, including net loss, share-based compensation, and warrant reclassification Changes in Stockholders' Equity (in thousands) | Item | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :------------------------------------ | :------------------------------- | :----------------------------- | | Balance at beginning of period | $2,567 | $250 | | Share-based compensation expense | $770 | $2,435 | | Reclassification of warrant liability | $12,151 | $12,151 | | Net loss for the period | $(3,727) | $(3,618) | | Balance at end of period | $11,761 | $11,761 | - A significant reclassification of warrant liability to additional paid-in capital of $12,151 thousand occurred in the six months ended June 30, 2025, contributing to the increase in total stockholders' equity14 - Share-based compensation expense for the six months ended June 30, 2025, was $2,435 thousand, a substantial increase from the prior year14 Condensed Consolidated Statements of Cash Flows This section presents the company's cash inflows and outflows from operating, investing, and financing activities over specific interim periods Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(5,009) | $(7,249) | | Net cash (used in) provided by investing activities | $(153) | $4,890 | | Net cash provided by financing activities | $5,729 | $468 | | Net increase (decrease) in cash and cash equivalents | $567 | $(1,891) | | Cash and cash equivalents, end of period | $4,177 | $2,064 | - Net cash used in operating activities improved by $2,240 thousand, from $(7,249) thousand in 2024 to $(5,009) thousand in 2025, primarily due to cost containment efforts18125 - Net cash provided by financing activities significantly increased to $5,729 thousand in 2025, driven by proceeds from a private placement, compared to $468 thousand in 202418195 Notes to Condensed Consolidated Interim Financial Statements This section provides additional details and explanations for the figures presented in the condensed consolidated interim financial statements 1. Organization, Summary of Significant Accounting Policies and Recent Developments This note describes the company's business, its key accounting policies, and recent significant events impacting its financial reporting - Wrap Technologies, Inc. develops and supplies public safety products and training services, with its primary product being the BolaWrap® remote restraint device, and also offers Wrap Reality VR training and Intrensic Body Worn Camera/Digital Evidence Management solutions2023 - The company operates as a single segment, with its Executive Chairman and CEO, Scot Cohen, serving as the chief operating decision maker24 - Warrants were reclassified from liability-classified to equity-classified instruments on June 30, 2025, following amendments to the Series A and 2025 Warrants, impacting the balance sheet and statement of operations293031 2. Revenue and Product Costs This note details the company's revenue recognition policies and the components of its contract liabilities - Revenue is recognized when control of goods or services is transferred to customers, encompassing product sales, technology-enabled services, and managed services343542 Contract Liabilities Activity (in thousands) | Metric | Customer Deposits | Deferred Revenue | | :------------------ | :---------------- | :--------------- | | Balance at Jan 1, 2025 | $27 | $505 | | Additions, net | $- | $205 | | Transfer to revenue | $- | $(385) | | Balance at June 30, 2025 | $27 | $325 | | Current portion | $27 | $302 | | Long-term portion | $- | $23 | - As of June 30, 2025, deferred revenue of $325 thousand primarily consisted of Technology Enabled Services45 3. Financial Instruments This note provides information on the company's financial instruments, including money market funds and warrant liabilities Money Market Funds (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :----------------- | :------------ | :------------------ | | Market Value | $3,134 | $2,945 | - Warrant liabilities, previously measured at fair value on a recurring basis (Level 3), were reclassified to equity on June 30, 2025, following amendments to the Series A and 2025 Warrants5031 Warrant Liabilities Fair Value Changes (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :------------------------------------------ | :------------ | :------------------ | | Fair value at beginning of period | $(10,131) | $(19,703) | | Warrants issued with Private Placement | $(5,186) | $- | | Change in fair value of warrant liabilities | $3,158 | $9,572 | | Reclassification of warrant liabilities to equity | $12,159 | $- | | Fair value as of period end | $- | $(10,131) | 4. Inventories This note details the composition of the company's inventories and changes in the reserve for obsolescence Inventories, Net (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :------------------ | :------------ | :------------------ | | Finished goods | $4,337 | $4,387 | | Raw materials | $2,234 | $2,263 | | Reserve for Obsolescence | $(667) | $(480) | | Inventories - net | $5,904 | $6,170 | - Inventory reserve expense increased significantly to $187 thousand for the six months ended June 30, 2025, compared to $12 thousand for the same period in 202453 5. Property and Equipment, Net This note provides a breakdown of the company's property and equipment, net of accumulated depreciation Property and Equipment, Net (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :------------------ | | Total gross property and equipment | $1,359 | $1,351 | | Accumulated depreciation | $(1,272) | $(1,205) | | Property and equipment, net | $87 | $146 | - Depreciation expense decreased to $67 thousand for the six months ended June 30, 2025, from $230 thousand for the same period in 202455 6. Intangible Assets This note presents the company's intangible assets, including amortizable and indefinite-life assets, and their associated amortization Intangible Assets, Net (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :------------------ | | Total amortizable assets | $3,334 | $3,189 | | Accumulated amortization | $(1,493) | $(1,256) | | Total amortizable, net | $1,841 | $1,933 | | Indefinite life assets | $421 | $421 | | Total intangible assets, net | $2,262 | $2,354 | - Amortization expense increased to $238 thousand for the six months ended June 30, 2025, compared to $220 thousand for the same period in 202456 Future Amortization Expense (in thousands) | Year | Amount | | :--------- | :----- | | 2025 (6 months) | $234 | | 2026 | $368 | | 2027 | $226 | | 2028 | $217 | | 2029 | $176 | | Thereafter | $620 | | Total | $1,841 | 7. Accounts Payable and Accrued Liabilities This note details the components of the company's accrued liabilities and product warranty costs Accrued Liabilities (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :------------------ | | Patent and legal costs | $60 | $60 | | Accrued compensation | $213 | $121 | | Warranty costs | $75 | $83 | | Royalty | $81 | $81 | | Contract settlement | $- | $300 | | Accrued purchases | $24 | $584 | | Accrued lease payable | $166 | $- | | Taxes and other | $253 | $174 | | Total | $872 | $1,403 | - Accrued liabilities decreased from $1,403 thousand at December 31, 2024, to $872 thousand at June 30, 2025, primarily due to the settlement of contract liabilities and a reduction in accrued purchases58 Product Warranty Costs (in thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :----------------------------- | :----------------------------- | | Balance, beginning of period | $83 | $72 | | Warranty settlements | $(10) | $(34) | | Warranty provision | $2 | $17 | | Balance, end of period | $75 | $55 | 8. Warrants This note explains the reclassification and terms of the company's Series A and PIPE Warrants - On June 30, 2025, the Series A Warrants and PIPE Warrants were amended, leading to their reclassification from liability-classified to equity-classified instruments under ASC 815-40-35-1031626364 - The Series A Warrants, issued in July 2023, allow for the acquisition of up to 6,896,553 shares of Common Stock at an exercise price of $1.45 per share, with an amended term of six and a half years596062 - PIPE Warrants, issued in February 2025 as part of a private placement, allow for the purchase of up to 3,216,666 shares of Common Stock at an exercise price of $1.80 per share, with an amended term of five and a half years6163 9. Leases This note outlines the company's operating lease obligations and future minimum lease payments Operating Lease Obligations (in thousands) | Category | Amount | | :-------------------------- | :----- | | Operating lease liability - short term | $218 | | Operating lease liability - long term | $1,826 | | Total Operating Lease Liability | $2,044 | Future Minimum Lease Payments (in thousands) | Year | Amount | | :-------------------------- | :----- | | 2025 (6 months) | $258 | | 2026 | $507 | | 2027 | $522 | | 2028 | $538 | | 2029 | $554 | | Thereafter | $717 | | Total future minimum lease payments | $3,096 | | Less imputed interest | $(1,052) | | Total | $2,044 | - The weighted average remaining lease term is 5.73 years, and the weighted average discount rate is 15.00%68 10. Stockholders' Equity This note details the company's authorized capital, preferred stock terms, and dividend payments - The Company's authorized capital includes 150,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock, with 10,000 designated as Series A Convertible Preferred Stock72 - Series A Preferred Stock holders are entitled to 8% per annum dividends, compounded monthly, payable in cash or common stock, with a 20% rate upon a Triggering Event7479 - For the six months ended June 30, 2025, the Company authorized, declared, and paid $328 thousand in dividends in the form of Common Stock80 11. Share-Based Compensation This note provides information on the company's stock option activity and share-based compensation expense Stock Option Activity (Six Months Ended June 30, 2025) | Metric | Options on Common Shares | Weighted Average Exercise Price | | :-------------------------- | :----------------------- | :------------------------------ | | Outstanding January 1, 2025 | 3,944,284 | $2.12 | | Granted | 3,453,927 | $1.88 | | Forfeited, cancelled, expired | (536,500) | $2.86 | | Outstanding June 30, 2025 | 6,861,711 | $1.94 | | Exercisable June 30, 2025 | 1,419,164 | $2.58 | Share-Based Compensation Expense (in thousands) | Category | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Selling, general and administrative | $755 | $208 | $2,358 | $856 | | Research and development | $15 | $34 | $77 | $62 | | Total share-based expense | $770 | $242 | $2,435 | $918 | - Total estimated compensation cost for stock options and RSUs not yet vested was $5,591 thousand and $1,368 thousand, respectively, as of June 30, 202590 12. Defined Contribution Plan This note reports the company's contributions to its 401(k) defined contribution plan - The Company contributed $23 thousand to its 401(k) defined contribution plan for the six months ended June 30, 2025, compared to $0 for the same period in 202491 13. Commitments and Contingencies This note details the company's future commitments for component deliveries, lease agreements, and potential litigation - As of June 30, 2025, the Company was committed for approximately $508 thousand for future component deliveries92 - The Company entered into a five-year facility lease agreement for a new production facility in Norton, Virginia, commencing October 1, 2025, with total cash payments of $600 thousand96 - The Company is subject to litigation and other claims in the ordinary course of business but had no provision for liability under existing litigation as of June 30, 202595 14. Related Party Transactions This note discloses transactions between the company and its related parties, including participation in offerings and dividend payments - Scot Cohen, CEO, and V4 Global LLC (controlled by Mr. Cohen) participated in the Series A Offering, acquiring 3,000 shares of Series A Preferred Stock and Series A Warrants for $3,000 thousand97 - Related parties, including entities controlled by the CEO, President, and a Board member, participated in the February 2025 private placement, acquiring Common Stock and PIPE Warrants for aggregate gross proceeds of $2,565 thousand98 - Mr. Cohen earned $60 thousand in dividends on his Series A Preferred Stock for the six months ended June 30, 202597 15. Major Customers and Related Information This note identifies major customers contributing significantly to the company's revenue and accounts receivable, and provides revenue by geographic region - For the three months ended June 30, 2025, three customers accounted for approximately 32%, 23%, and 10% of total revenue, respectively99 - At June 30, 2025, accounts receivable from four customers accounted for 15%, 13%, 11%, and 10% of net accounts receivable, respectively101 Revenue by Geographic Region (in thousands) | Region | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Americas | $846 | $1,536 | $1,592 | $2,999 | | Europe, Middle East and Africa | $166 | $37 | $186 | $43 | | Asia Pacific | $- | $- | $- | $7 | | Total revenues | $1,012 | $1,573 | $1,778 | $3,049 | 16. W1 Acquisition This note describes the acquisition of W1 Global, LLC, and the related accounting treatment - On February 18, 2025, the Company acquired substantially all assets of W1 Global, LLC, related to advisory and investigative professional services, recording $54 thousand as intangible assets (Customer Relationships) with a preliminary three-year life103 17. Subsequent Events This note confirms the company's review of activities for any events requiring disclosure after the reporting period - The Company reviewed activities through August 14, 2025, and determined no subsequent events require disclosure104 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition, results of operations, and future outlook, including critical accounting policies and liquidity Overview This section introduces Wrap Technologies, its core products, and its target market within the public safety sector - Wrap Technologies is a global public safety technology and services company providing non-painful compliance tools and immersive training for law enforcement, including the BolaWrap® remote restraint device, Wrap Reality VR training, and Wrap Intrensic Body-Worn Camera/Digital Evidence Management solutions106108109110 - The target market includes over 900,000 law enforcement officers in the U.S. and over 12 million globally, with exploration into military and private security sectors, and the non-lethal products market projected to reach $16.1 billion by 2027107 - The BolaWrap 150, a new generation device, is electronically deployed, more robust, smaller, lighter, and simpler to use than its predecessor, the BolaWrap 100106 Business Outlook and Challenges This section discusses the company's anticipated market opportunities, product adoption, and efforts in cost containment - The company anticipates increasing global recognition and market opportunities for its non-lethal products and training services due to growing demand for safer policing practices114115119 - BolaWrap is used by over 900 U.S. law enforcement agencies and in 62 countries, with reported successful outcomes in 85% of use cases, particularly for individuals with behavioral health issues and domestic violence calls116117 - Operating expenses decreased by $0.9 million for the three months and $1.2 million for the six months ended June 30, 2025, compared to 2024, due to cost containment initiatives121 - The company had a backlog of approximately $60 thousand and deferred revenue of $325 thousand as of June 30, 2025, with expectations for continued growth in BolaWrap 150 and Wrap Reality sales124 Critical Accounting Policies and Estimates This section highlights the key accounting policies and estimates that require significant management judgment and can materially impact financial results - Key accounting policies requiring significant judgment include revenue recognition, share-based compensation, allowance for doubtful accounts, valuation of inventory and intangible assets, warranty liabilities, and warrants132 - Warrants are now classified as equity-classified instruments as of June 30, 2025, following amendments, which is a significant change from previous liability classification139 - Business combinations are accounted for using the purchase method, with acquired assets and liabilities recorded at fair value, and acquisition-related expenses expensed as incurred140 Results of Operations This section provides a detailed analysis of the company's financial performance, comparing current period results to prior periods Three Months Ended June 30, 2025, Compared to Three Months Ended June 30, 2024 (Unaudited) This subsection analyzes the company's financial performance for the three months ended June 30, 2025, in comparison to the same period in 2024 Three Months Ended June 30, 2025 vs. 2024 (in thousands) | Metric | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------------- | :--- | :--- | :--------- | :--------- | | Product sales | $197 | $1,251 | $(1,054) | (84)% | | Managed services | $764 | $- | $764 | -% | | Other revenue | $51 | $322 | $(271) | (84)% | | Total revenues | $1,012 | $1,573 | $(561) | (36)% | | Cost of revenue | $525 | $589 | $(64) | (11)% | | Gross profit | $487 | $984 | $(497) | (51)% | | Selling, general and administrative | $2,986 | $3,475 | $(489) | (14)% | | Research and development | $354 | $679 | $(325) | (48)% | | Total operating expenses | $3,340 | $4,154 | $(814) | (20)% | | Loss from operations | $(2,853) | $(3,170) | $317 | (10)% | - Total revenues decreased by 36% due to lower product orders, partially offset by new managed services revenue from the W1 acquisition149 - Gross profit decreased by 51% to $0.5 million, with gross margin falling to 48% from 63%, primarily due to lower BolaWrap 150 product sales volume150 - Operating loss improved by $0.3 million, reflecting reduced revenues offset by lower operating costs from cost containment efforts158 Six Months Ended June 30, 2025, Compared to Six Months Ended June 30, 2024 (Unaudited) This subsection analyzes the company's financial performance for the six months ended June 30, 2025, in comparison to the same period in 2024 Six Months Ended June 30, 2025 vs. 2024 (in thousands) | Metric | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------------- | :--- | :--- | :--------- | :--------- | | Product sales | $550 | $2,578 | $(2,028) | (79)% | | Managed services | $1,000 | $- | $1,000 | -% | | Technology enabled services | $228 | $471 | $(243) | (52)% | | Total revenues | $1,778 | $3,049 | $(1,271) | (42)% | | Cost of revenue | $695 | $1,229 | $(534) | (43)% | | Gross profit | $1,083 | $1,820 | $(737) | (40)% | | Selling, general and administrative | $7,128 | $7,695 | $(567) | (7)% | | Research and development | $732 | $1,434 | $(702) | (49)% | | Total operating expenses | $7,860 | $9,129 | $(1,269) | (14)% | | Loss from operations | $(6,777) | $(7,309) | $532 | (7)% | - Total revenues decreased by 42% to $1.8 million, primarily due to lower product orders, partially offset by managed services revenue from the W1 acquisition161 - Gross profit decreased by 40% to $1.1 million, with gross margin at 61%, impacted by lower BolaWrap 150 sales volume162 - Operating loss improved by $0.5 million to $6.8 million, reflecting reduced revenues offset by lower operating costs from cost containment efforts168 Liquidity and Capital Resources This section discusses the company's ability to generate and manage cash, its current capital position, and future funding needs - As of June 30, 2025, the Company had $4.2 million in cash and cash equivalents and cumulative losses of $105.1 million, with working capital, net of short-term warrants, increasing by $3.6 million compared to December 31, 2024170 - The Company believes it has sufficient capital to fund operations for the next twelve months, with future liquidity expected from product sales, stock option/warrant exercises, and potential equity/debt financing169170 - Proceeds from the 2025 Private Placement provided $5.7 million in financing activities for the six months ended June 30, 2025195 - The Company has contractual obligations including a multi-year office lease in Coconut Grove ($3.5 million remaining) and a new manufacturing facility lease in Southwest Virginia ($600 thousand remaining), along with $509 thousand in purchase commitments196197 Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, Wrap Technologies, Inc. is not required to provide quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk199 Item 4. Controls and Procedures Management evaluated the effectiveness of the company's disclosure controls and procedures as of June 30, 2025, concluding they were effective, with no material changes in internal control over financial reporting - The Executive Chairman and CEO concluded that disclosure controls and procedures were effective as of June 30, 2025200 - No material changes in internal control over financial reporting occurred during the fiscal quarter ended June 30, 2025201 PART II. OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, defaults, and other disclosures not included in the financial statements Item 1. Legal Proceedings This section refers to Note 13 of the financial statements for information regarding legal proceedings and claims arising in the ordinary course of business - Information on legal proceedings is incorporated by reference from Note 13 Commitments and Contingencies of the Notes to Consolidated Financial Statements202 Item 1A. Risk Factors Management is not aware of any material changes to the risk factors previously discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes to the risk factors discussed in the Annual Report on Form 10-K for the year ended December 31, 2024, were identified203 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds There were no unregistered sales of the Company's equity securities during the six months ended June 30, 2025, other than those previously reported - No unregistered sales of equity securities occurred during the six months ended June 30, 2025, beyond those previously reported in a Current Report on Form 8-K204 Item 3. Defaults Upon Senior Securities The Company reported no defaults in the payment of principal, interest, or other material defaults with respect to any indebtedness - There has been no default in the payment of principal, interest, or any other material default with respect to any indebtedness of the Company205 Item 4. Mine Safety Disclosures This item is not applicable to the Company - This item is not applicable206 Item 5. Other Information No other information is reported under this item - No other information is reported207 Item 6. Exhibits This section lists the exhibits filed with the Quarterly Report, including warrant amendments, certifications, and XBRL exhibits - Exhibits include Form of Series A Warrant Amendment and Form of 2025 Warrant Amendment, both dated June 30, 2025209 - Certifications by the Principal Executive Officer and Principal Financial Officer (Rule 13a-14(a)/15d-14(a) and Section 1350) are filed concurrently or furnished209 - Extensible Business Reporting Language (XBRL) Exhibits are included, such as the Inline XBRL Instance Document and Taxonomy Extension Documents209 SIGNATURES This section contains the official attestations by the company's authorized officers, confirming the accuracy and completeness of the report Signatures The report is duly signed on behalf of Wrap Technologies, Inc. by Scot Cohen, Chief Executive Officer, and Jerry Ratigan, Chief Financial Officer, on August 14, 2025 - The report was signed by Scot Cohen, Chief Executive Officer, and Jerry Ratigan, Chief Financial Officer, on August 14, 2025212
Wrap Technologies(WRAP) - 2025 Q2 - Quarterly Report