December
6, 2018
VIA EDGAR
United
States Securities and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
RE:
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Wrap
Technologies, Inc.
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Registration
Statement on Form S-1
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(File
No. 333-228579)
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Ladies
and Gentlemen:
Wrap Technologies, Inc. (the
“Company”) hereby requests acceleration of the
effectiveness of the Registration Statement on Form S-1 (File No.
333-228579) (the “Registration
Statement”) to 4:00 PM,
Washington D.C. time, on December 10, 2018, or as soon as is
practicable thereafter. The undersigned confirms that it is aware
of its responsibilities under the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, as
they relate to the proposed offering of the securities registered
pursuant to the aforementioned Registration
Statement.
The
Company acknowledges that the adequacy and accuracy of the
disclosure in the Registration Statement is the responsibility of
the Company. The Company further acknowledges that:
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should the
Commission or the staff, acting pursuant to delegated authority,
declare the Registration Statement effective, it does not foreclose
the Commission from taking any action with respect to the
Registration Statement;
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the action of the
Commission or the staff, acting pursuant to delegated authority, in
declaring the Registration Statement effective, does not relieve
the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement;
and
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the Company may not
assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United
States.
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Upon
grant of our request to accelerate effectiveness, we would
appreciate your communicating with the Company’s counsel,
Daniel W. Rumsey, via telephone at (619) 272-7062, to confirm the
exact time at which the Registration Statement was declared
effective.
Very
truly yours,
WRAP
TECHNOLOGIES, INC.
/s/ David Norris
David
Norris
President
cc:
Daniel Rumsey, Esq.
Managing
Partner
Disclosure
Law Group, a Professional Corporation