July
27, 2017
VIA EDGAR
United
States Securities and Exchange Commission
Division
of Corporation Finance
100 F
Street, N.E.
Washington,
D.C. 20549
Attention:
Pamela Long, Assistant Director
RE:
Wrap
Technologies, Inc.
Amendment
No. 3 Registration Statement on Form S-1
Dear
Ms. Long:
This
letter is submitted on behalf of Wrap Technologies, Inc. (the
“Company”) in
response to comments of the staff of the Office of Manufacturing
and Construction (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) with respect to
Pre-Effective Amendment No. 3 to the Company’s Company's
Registration Statement on Form S-1 (the “Registration Statement”), filed
on July 19, 2017, as set forth in your letter, dated July 24, 2017
(the “Comment
Letter”) addressed to James A. Barnes, President and
Chief Financial Officer of the Company. Contemporaneously herewith,
the Company is filing Pre-Effective Amendment No. 4to the
Registration Statement (the “Amendment”) in response to the
Staff’s comments raised in the Comment Letter.
For
reference purposes, the Staff’s numbered comments have been
reproduced in bold herein, with responses immediately following
such comment. The responses provided herein are based upon
information provided to Disclosure Law Group, a Professional
Corporation, by the Company.
General
1.
We
note that you have made a number of revisions in this amendment to
state that in the future you may decide to conduct the offering
through broker-dealers and pay a commission and provide them
indemnification. For example, your prospectus cover page includes
this disclosure and shows hypothetical offering expenses which
include selling commissions that may be payable to a broker-dealer.
Similar disclosures, including a reduction for selling commissions,
appear in the Use of Proceeds section and elsewhere in the
prospectus. Please note that your registration statement should
reflect your plan of distribution at the time of effectiveness. If
you intend to conduct your offering on a self- underwritten basis,
please clarify this and show your cover page information, use of
proceeds and other disclosures without reduction for commissions.
You should also amend your Plan of Distribution section to identify
the officers and directors who will conduct the offering and
address whether they will rely on the exemption from broker-dealer
registration in Exchange Act Rule 3a4-1. If, after effectiveness,
you decide to change your plan of distribution to conduct your
offering through broker-dealers, you should file a post-effective
amendment to the registration statement to provide all necessary
disclosures and obtain the approval of FINRA of underwriting
compensation, if applicable.
Response
In
response to Staff’s comment, we have revised all applicable
disclosure in the prospectus contained within the Amendment to
remove any reference to the potential use of a broker-dealer for
the offering.
Shares Eligible for Future Sale, page 40
2.
Please revise this section to indicate the amount of common equity
that could be sold pursuant to Rule 144, and the amount of capital
stock you have agreed to register for sale by security holders,
such as Petro River Oil Corp. See Item 201(a)(2)(ii) of Regulation
S-K.
Response
The
disclosure in the “Shares Eligible for Future Sales”
section in the Amendment has been updated in accordance with
Staff’s comment.
Item 15. Recent Sales of Unregistered Securities, page
II-3
3.
We note your response to comment three
in our letter dated July 12, 2017 that you will not proceed with
registered distribution by Petro River. Please revise remaining
disclosures in your registration statement contemplating a dividend
distribution, including on pages 12 in the second paragraph, page
13 in the last sentence of the risk factor “The payment of
dividends. . .”, page 14 in the first paragraph, and page
II-3 in the last paragraph of Item 15.
Response
In
response to Staff’s comment, we have removed all references
to the distribution by Petro River that appeared in previous
filings of the Registration Statement, including those references
on page 12, 13, 14 and II-3.
* *
*
If you
have any questions or would like to discuss our response, please
contact the undersigned at (619) 795-7050.
|
|
Very
truly yours,
/s/ Jessica R. Sudweeks
Jessica
R. Sudweeks
Partner
Disclosure Law
Group, Professional Corporation
|
President
and Chief Financial Officer
