Wrap Technologies : Change in Certifying Accountants - Form 8-K

Item 4.01 Changes in Registrant's Certifying Accountant.

On April 24, 2024, Wrap Technologies, Inc. (the "Company") received notice from Rosenberg Rich Baker Berman, P.A. ("RRBB P.A.") that it had resigned as the Company's independent registered public accounting firm, effective immediately.

The reports of RRBB P.A. on the Company's financial statements for the fiscal years ended December 31, 2022 and December 31, 2021, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended December 31, 2022, and December 31, 2021, and the subsequent interim period through April 24, 2024, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with RRBB P.A. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of RRBB P.A., would have caused RRBB P.A. to make reference to the subject matter of the disagreements in connection with its reports on the Company's financial statements for such years. Also during this time, there were no "reportable events," as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided RRBB P.A. with a copy of the above disclosures and requested that RRBB P.A. furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made above. A copy of RRBB P.A.'s letter dated April 26, 2024, is attached as Exhibit 16.1 to this Current Report on Form 8-K.

The Company is currently interviewing replacement candidates to serve as its independent registered public accounting firm. The Company expects to make a final selection soon.

Cautionary Note on Forward-Looking Statements

This Current Report on Form 8 K (this "Report") contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Words such as "expects" and similar expressions are intended to identify these forward-looking statements. Moreover, forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company's control. The Company's actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to the risk that the Company may be unable to select and engage a new auditor, as well as other risk factors mentioned in the Company's most recent annual report on Form 10-K, quarterly report on Form 10-Q, and other SEC filings. These forward-looking statements are made as of the date of this Report and were based on current expectations, estimates, forecasts, and projections as well as the beliefs and assumptions of management. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this Report as a result of new information, future events or changes in its expectations.