July
18, 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. 2 Registration Statement on Form S-1
Filed
June 22, 2017
File
No. 333-217340
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. 2 the Company’s Company's
Registration Statement on Form S-1 (the “Registration Statement”), filed
on June 22, 2017, as set forth in your letter, dated July 12, 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. 3 to 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.
Cover page and Alternate cover page
1.
Please
revise to clarify whether you expect to have your shares quoted on
one of the OTC Markets, such as OTCQX, OTCQB or OTCPink, as
suggested on the primary offering cover page, or on FINRA’s
OTCBB, as suggested on the alternative cover page.
Response
The
cover page of the prospectus contained in the Amendment now
discloses that the Company expects to have its shares quoted on the
OTCQB Marketplace.
Capitalization and Financing, page 16
2.
We note your filing is a best-efforts no minimum offering.
Therefore, please revise your capitalization table so that it does
not reflect the receipt or application of proceeds from this
offering.
Response
The
capitalization table in the Amendment has been revised to remove
the receipt of or application of proceeds from the
offering.
Alternate Prospectus
3.
We note your response to comment seven of our letter dated June 14,
2017. However, we also note that the purpose of the acquisition of
MegaWest, a company with no assets or operations, was to
“establish Wrap as an independent publicly traded corporation
with a diverse shareholder base.” We also note disclosure
that you expect to have 750 shareholders upon completion of the
distribution, as compared to 14 holders of record as of June 20,
2017. We believe that given the stated purpose for the MegaWest
acquisition and the relative numbers of shareholders of each
company, this involves a primary distribution of Wrap’s
shares to the public, with the publicly held company, Petro River,
and its shareholders acting as conduits in that distribution to the
public. Accordingly, the registration statement should register the
distribution to the public as a primary offering. It is not
appropriate to register only the transaction to Petro River’s
existing shareholders. Please revise to include the information
described in Item 507 of Regulation S-K and also identify Petro
River’s shareholders as underwriters. If you believe that the
Item 507 of Regulation S-K information should not be provided on an
individual basis and the identification of all of the shareholders
receiving shares in the distribution is not material, please
explain why. In this regard, you may wish to consider Regulation
S-K Compliance and Disclosure Interpretations Question
240.01.
Response
We
acknowledge the Staff’s comment regarding the distribution
described in the Alternate Prospectus contained in previous filings
of the Registration Statement. Given the Staff’s position
that the distribution should be registered as a public offering,
which, in turn, would require that Petro River’s shareholders
be identified as statutory underwriters, the Company and Petro
River have elected not to proceed with the registration of shares
held by Petro River and the distribution of such shares at this
time. Accordingly, the Alternate Prospectus and all other
disclosure regarding the distribution have been removed from the
Amendment.
Legal Opinion, Exhibit 5.1
4.
We note that the legal opinion states that the shares being
registered to be distributed as a dividend “when issued and
sold” will be duly authorized, validly issued and fully paid
and non-assessable. Because the shares being registered to be
distributed as a dividend are already outstanding, the legal
opinion should state that such shares distributed as a dividend are
currently legally issued, fully paid and
non-assessable.
Response
As
noted in the response to comment 3 above, the Company and Petro
River have elected not to proceed with the registration of shares
held by Petro River and the distribution of such shares at this
time. The legal opinion has been updated to remove any reference to
the distribution, and a copy of the updated legal opinion is
attached to the Amendment as Exhibit 5.1.
* *
*
If you
have any questions or would like to discuss our response, please
contact the undersigned at (619) 795-7050.
Very
truly yours,
/s/ Daniel W. Rumsey
Daniel
W. Rumsey
Managing
Director
Disclosure Law
Group, Professional Corporation
cc:
James A.
Barnes
President and Chief
Financial Officer
Wrap Technologies,
Inc.