SecProbe.io

United States securities and exchange commission logo
December 30, 2020
Jason Remillard
Chief Executive Officer
Data443 Risk Mitigation, Inc.
101 J Morris Commons Lane, Suite 105
Morrisville, NC 27560
Re:Data443 Risk Mitigation, Inc.
Registration Statement on Form S-1
Filed December 28, 2020
File No. 333-251752
Dear Mr. Remillard:
            We have limited our review of your registration statement to the issue we have addressed
in our comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-1
General
1.Generally, securities issued in a private transaction may not be registered for resale
pursuant to Rule 415 until after the private placement is completed.  In this regard, we
note the cover page language indicating the shares being registered "may be purchased
by Triton Funds, L.P." pursuant to the Common Stock Purchase Agreement.  Triton Funds
does not appear to be irrevocably bound to purchase the securities because there are
conditions to closing that are within the investor's control.  Section 2.3(v) of the Common
Stock Purchase Agreement provides that the obligations of the investor are subject to the
condition that the “Minimum Closing Price is met on the date Investor receives the
Purchase Notice Shares as DWAC Shares by custodian” and such Minimum Closing Price
is defined elsewhere in the agreement as a closing price “equal to or greater than $0.009.”

 FirstName LastNameJason Remillard
 Comapany NameData443 Risk Mitigation, Inc.
 December 30, 2020 Page 2
 FirstName LastName
Jason Remillard
Data443 Risk Mitigation, Inc.
December 30, 2020
Page 2
Therefore registration of the shares for resale by Triton Funds is not permitted under Rule
415 until the private placement has been completed.  For guidance, refer to Question
139.11 of the Securities Act Sections Compliance and Disclosure Interpretations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rule 461 regarding requests for acceleration.  Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.
            You may contact Jeff Kauten, Attorney-Advisor, at (202) 551-3447, or in his
absence, Larry Spirgel, Office Chief, at (202) 551-3815 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology