SecProbe.io

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 filename1.htm

 Wrap
Technologies, Inc.

 3480
Main Hwy, Suite 202

 Miami,
Florida 33133

 May
14, 2025

 VIA
EDGAR

 Division
of Corporation Finance

 Office
of Manufacturing

 U.S.
Securities and Exchange Commission

 Washington,
D.C. 20549

 Attention:
Jenny O'Shanick

 Re:
 Wrap
 Technologies, Inc.

 Registration
 Statement on Form S-1

 Originally
 filed on April 25, 2025, as amended on May 12, 2025

 File
 No. 333-286782 (the " Registration Statement ")

 Request
 for Acceleration

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the " Commission ") under
the Securities Act of 1933, as amended, Wrap Technologies, Inc. (the " Company ") hereby respectfully requests
acceleration of the effective date of the Registration Statement, so that it may become effective at 4:00 p.m., Eastern Time, on May
16, 2025, or as soon thereafter as practicable.

 Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes
and Boone, LLP, attention: Alla Digilova, Esq. at (212) 659-4993.

 Very
 truly yours,

 Wrap
 Technologies, Inc.

 By:
 /s/
 Scot Cohen

 Scot
 Cohen

 Chief
 Executive Officer

 cc:
Alla Digilova, Esq., Haynes and Boone, LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 29, 2025

Scot Cohen
Chief Executive Officer
WRAP TECHNOLOGIES, INC.
3480 Main Hwy, Suite 202
Miami, Florida 33133

 Re: WRAP TECHNOLOGIES, INC.
 Registration Statement on Form S-1
 Filed April 25, 2025
 File No. 333-286782
Dear Scot Cohen:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Jenny O'Shanick at 202-551-8005 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Alla Digilova
</TEXT>
</DOCUMENT>

CORRESP
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	wrap20211110_corresp.htm

November 10, 2021

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

			RE:

			Wrap Technologies, Inc.

			Registration Statement on Form S-3

			(File No. 333-260612)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, Wrap Technologies, Inc., a Delaware corporation (the “Registrant”), hereby requests acceleration of the effective date of the Registration Statement referred to above so that it may become effective at 4:00 p.m. Eastern Standard Time on November 12, 2021, or as soon as practicable thereafter.

Upon grant of our request to accelerate effectiveness, we would appreciate your communicating with our 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/ James Barnes

James Barnes

Chief Financial Officer

cc:          Daniel W. Rumsey

Managing Director

Disclosure Law Group, a Professional Corporation

United States securities and exchange commission logo
November 8, 2021
James Barnes
Chief Financial Officer, Secretary and Treasurer
Wrap Technologies, Inc.
1817 W 4th Street
Tempe, Arizona 85281
Re:Wrap Technologies, Inc.
Registration Statement on Form S-3
Filed October 29, 2021
File No. 333-260612
Dear Mr. Barnes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Daniel Rumsey

CORRESP
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wrap_corresp

July 9, 2020

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:

Wrap Technologies, Inc.

Registration Statement on Form S-3

(File No. 333-239329)

Ladies and Gentlemen:

Pursuant to Rule
461 of the General Rules and Regulations under the Securities Act
of 1933, as amended, the undersigned, Wrap Technologies, Inc., a
Delaware corporation (the “Registrant”),
hereby requests acceleration of the effective date of the
Registration Statement referred to above so that it may become
effective at 4:00 p.m. Eastern Daylight Time on July 10, 2020, or
as soon as practicable thereafter.

Upon
grant of our request to accelerate effectiveness, we would
appreciate your communicating with our counsel, Disclosure Law
Group, a Professional Corporation, by calling Ms. Jessica R.
Sudweeks at (619) 272-7063, to confirm the exact time at which the
Registration Statement was declared effective.

Very
truly yours,

WRAP
TECHNOLOGIES, INC.

/s/ David Norris

Name:
David Norris

Title:
Chief Executive Officer

cc:          Daniel W.
Rumsey

Managing
Director

Disclosure
Law Group, a Professional Corporation

CORRESP
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wrtc_correspondence

July 7,
2020

VIA EDGAR

Ms.
Erin Purnell, Mr. Jay Ingram

United
States Securities and Exchange Commission

Division of
Corporation Finance

100 F
Street, N.E.

Washington, D.C.
20549

Re:

WRAP
TECHNOLOGIES, INC.

Registration
Statement on Form S-3 filed June 19, 2020

File
No. 333-239329

Ladies
and Gentlemen:

This
letter is submitted on behalf of Wrap
Technologies, Inc. (the “Company”) in response to comments
of the staff of the Office of Manufacturing (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) with respect to
the Registration Statement on Form
S-3 filed June 19, 2020 (the “Registration Statement”) as set
forth in your letter dated June 30,
2020 (the “Comment
Letter”), addressed to James Barnes, Chief Financial
Officer of the Company. The Company is filing its Amendment No. 1 to the Registration
Statement (the “Amendment”) contemporaneously
with the submission of this letter to address the comments raised
by the Staff in the Comment Letter, as more particularly set forth
below.

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.

Description of Certain Provisions of Delaware Law and Our
Certificate of Incorporation and Bylaws

Choice of Forum, page 12

1.

We note your disclosure that you do not believe that the exclusive
forum provision "would not apply to suits brought to enforce a duty
or liability created by the Securities Act or the Exchange Act."
Please revise to remove the reference to your belief about the
provision and state clearly whether it does or does not apply to
the Securities Act or the Exchange Act. In addition, the statement
as currently written appears to indicate that the exclusive forum
provision does apply to the Securities Act and the Exchange Act.
Please confirm or revise your disclosure.

Response

The
Company respectfully acknowledges the Staff’s comment, and
advises the Staff that the Company has revised the disclosure within the Amendment
regarding the Choice of Forum to remove the reference to our
belief about the provision, and to state that the exclusive forum
provision does not apply to actions or proceedings brought to
enforce a duty or liability created by the Securities Act or the
Exchange Act, or any other claim for which the federal courts have
exclusive jurisdiction, as more particularly set forth
below:

Choice of Forum

Our
Bylaws provide that, unless we consent in writing to the selection
of an alternative forum, the Court of Chancery of the State of
Delaware will be the sole and exclusive forum for (i) any
derivative action or proceeding brought on behalf of the Company,
(ii) any action asserting a claim of breach of a fiduciary duty
owed by, or other wrongdoing by, any director, officer, or other
employee of the Company to the Company or the Company’s
stockholders, (iii) any action asserting a claim against the
Company arising pursuant to any provision of the DGCL, our Charter
or our Bylaws, or (iv) any action to interpret, apply, enforce or
determine the validity of our Charter or our Bylaws, or (v) any
action asserting a claim against the Company governed by the
internal affairs doctrine. Our Bylaws provide that any person or
entity purchasing or otherwise acquiring any interest in shares of
our common stock will be deemed to have notice of and to have
consented to this choice of forum provision.
This exclusive forum provision does not apply to
establish the Delaware Court of Chancery as the forum for actions
or proceedings brought to enforce a duty or liability created by
the Securities Act or the Exchange Act or any other claim for which
the federal courts have exclusive jurisdiction.

This exclusive
forum provision may limit a stockholder’s ability to
choose its preferred judicial forum for disputes with us or our
directors, officers, employees or agents, which may discourage the
filing of lawsuits with respect to such claims. If a court were to
find this exclusive forum provision to be inapplicable or
unenforceable in an action, we may incur additional costs
associated with resolving such action in another jurisdiction,
which could adversely affect our business and financial
condition.

We hope that the foregoing has been responsive to the Staff’s
comments. If you have any questions or would like further
information regarding the foregoing, please do not hesitate the
Company’s counsel, Jessica R. Sudweeks, at (619)
272-7063.

Very
truly yours,

/s/ Jessica R. Sudweeks

Jessica
R. Sudweeks

Partner

Disclosure Law
Group, a Professional Corporation

cc:

David
Norris

Chief
Executive Officer

James
A. Barnes

Chief
Financial Officer

Wrap
Technologies, Inc.

United States securities and exchange commission logo
June 30, 2020
James Barnes
Chief Financial Officer
WRAP TECHNOLOGIES, INC.
1817 W 4th Street
Tempe, Arizona 85281
Re:WRAP TECHNOLOGIES, INC.
Registration Statement on Form S-3
Filed June 19, 2020
File No. 333-239329
Dear Mr. Barnes:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, 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 comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-3
Description of Certain Provisions of Delaware Law and Our Certificate of Incorporation and
Bylaws
Choice of Forum, page 12
1.We note your disclosure that you do not believe that the exclusive forum provision "would
not apply to suits brought to enforce a duty or liability created by the Securities Act or the
Exchange Act."  Please revise to remove the reference to your belief about the provision
and state clearly whether it does or does not apply to the Securities Act or the Exchange
Act.  In addition, the statement as currently written appears to indicate that the exclusive
forum provision does apply to the Securities Act and the Exchange Act.  Please confirm or
revise your disclosure.

 FirstName LastNameJames Barnes
 Comapany NameWRAP TECHNOLOGIES, INC.
 June 30, 2020 Page 2
 FirstName LastName
James Barnes
WRAP TECHNOLOGIES, INC.
June 30, 2020
Page 2
            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 Rules 460 and 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.
            Please contact Erin Purnell at 202-551-3454 or Jay Ingram at 202-551-3397 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Blueprint

February 12, 2019

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:

Wrap Technologies, Inc.

Registration Statement on Form S-3

(File No. 333-228974)

Ladies and Gentlemen:

Wrap Technologies, Inc. (the
“Company”) hereby requests acceleration of the
effectiveness of the Registration Statement on Form S-3 (File No.
333-228974), originally filed on December 21, 2018 and subsequently
amended on February 12, 2019 (collectively, the
“Registration
Statement”), to 4:00 PM,
Washington D.C. time, on February 14, 2019, 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:

-

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;

-

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

-

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.

Upon
grant of our request to accelerate effectiveness, we would
appreciate your communicating with the Company’s counsel,
Caitlin Murphey, via telephone at (619) 272-7064, to confirm the
exact time at which the Registration Statement was declared
effective.

Very
truly yours,

WRAP
TECHNOLOGIES, INC.

/s/ James A. Barnes

James
A. Barnes

Chief
Financial Officer, Secretary, Treasurer

cc:          Caitlin
Murphey

Associate

Disclosure
Law Group, a Professional Corporation

February 4, 2019
James A. Barnes
Chief Financial Officer
Wrap Technologies, Inc.
4620 Arville Street, Suite E
Las Vegas, Nevada 89103
Re:Wrap Technologies, Inc.
Registration Statement on Form S-3
Filed December 21, 2018
File No. 333-228974
Dear Mr. Barnes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction
cc:       Caitlin Murphey

CORRESP
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Blueprint

December
6, 2018

VIA EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

RE:

Wrap
Technologies, Inc.

Registration
Statement on Form S-1

(File
No. 333-228579)

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:

-

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;

-

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

-

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.

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

December 4, 2018
James Barnes
Chief Financial Officer
Wrap Technologies, Inc.
4620 Arville Street, Suite E
Las Vegas, Nevada 89103
Re:Wrap Technologies, Inc.
Registration Statement on Form S-1
Filed November 28, 2018
File No. 333-228579
Dear Mr. Barnes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Kate McHale at (202) 551-3464 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

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SEC Connect

August
10, 2017

VIA EDGAR

United
States Securities and Exchange Commission

100 F
Street, N.E.

Washington,
D.C. 20549

RE

Wrap
Technologies, Inc.

Registration
Statement on Form S-1 (File No. 333-217340)

originally
filed April 17, 2017, as amended

Acceleration Request

Requested Date:

August
10, 2017

Requested Time:

4:00 PM
Eastern Time

Ladies
and Gentlemen:

Wrap
Technologies, Inc. (the “Company”) hereby requests that the Securities and Exchange
Commission (the “Commission”) take appropriate action to declare the
above-captioned Registration Statements on Form
S-1
effective at the “Requested Date” and “Requested
Time” set forth above, or as soon thereafter as
practicable.

The
Company hereby authorizes Daniel W. Rumsey or Jessica R. Sudweeks,
both of whom are attorneys with the Company’s outside legal
counsel, Disclosure Law Group, a Professional Corporation, to
orally modify or withdraw this request for
acceleration.

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:

-

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;

-

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

-

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.

The
Company requests that it be notified of such effectiveness by a
telephone call to either Mr. Rumsey or Ms. Sudweeks at
(619) 272-7050.

Very
truly yours,

WRAP
TECHNOLOGIES, INC.

/s/ James A. Barnes

James
A. Barnes

President, Chief
Financial Officer and Director

Wrap
Technologies, Inc.

cc

Daniel W. Rumsey,
Managing Director

Jessica
R. Sudweeks, Partner

Disclosure Law
Group, a Professional Corporation

CORRESP
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Untitled Document

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

Filed
July 19, 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. 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

cc:

James A.
Barnes

President
and Chief Financial Officer

Wrap
Technologies, Inc.

Mail Stop 4631
July 24, 2017

Via E -Mail
James A. Barnes
President and Chief Financial Officer
Wrap Technologies, Inc.
4620 Arville Street, Suite E
Las Vegas, Nevada  89103

Re: Wrap Technologies, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed July 19, 2017
  File No. 333 -217340

Dear Mr. Barnes :

We have reviewed your amended registration statement  and have the following
comments .  In some of our comments, 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 comments apply 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 these  comments, we may have  additional comments .  Unless  we note
otherwise , our references to prior comments are to comments in our Ju ly 12, 2017  letter .

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 throu gh 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.  S imilar 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.  I f you intend to conduct your offering on a self -
underwr itten 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 -

James A. Barnes
Wrap Technologies, Inc.
July 24, 2017
Page 2

 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 amend ment to  the registration statement to provide all
necessary disclosures and obtain the approval of FINRA of underwriting compensation, if
applicable.

Shares Eligible for Future Sal e, 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.

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 remainin g
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.

You may contact Mindy Hooker, Staff Accountant at  (202) 551 -3732 or, in her absence,
John Cash, Accounting Branch Chief  at (202) 551 -3768 if you have questions regarding
comments on the financial statements and related matters.  Please contact Sherry Haywood, Staff
Attorney at (202) 551 -3345 or, Craig Slivka, Special Counsel at (202) 551 -3729 with any other
questions.

Sincerely,

 /s/ Pamela Long

 Pamela Long
 Assistant Director
Office of Manufacturing and
Construction

CC: Via E -Mail
 Jessica Sudweeks, Esq.

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Correspondence

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.

Mail Stop 4631
July 12, 2017

Via E -Mail
James A. Barnes
President and Chief Financial Officer
Wrap Technologies, Inc.
4620 Arville Street, Suite E
Las Vegas, Nevada  89103

Re: Wrap Technologies, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed June 22 , 2017
  File No. 333 -217340

Dear Mr. Barnes :

We have reviewed your amended registration statement  and have the following
comments .  In some of our comments, 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 comments apply 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 these  comments, we may have  additional comments .  Unless  we note
otherwise , our references to prior comments are to comments in our June  14, 2017  letter .

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.

Capitalization and Financing, page 16

2. We note your filing is a best -efforts no minimum offering.   Therefore, please revi se your
capitalization table so that it does not reflect the receipt or application of proceeds from
this offering.

James A. Barnes
Wrap Technologies, Inc.
July 12, 2017
Page 2

 Alternate Prospectus

3. We note your response to comment seven of our letter dated June 14, 2017.  However,
we also note that the purpose o f 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 sh ares 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.

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, va lidly 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.

You may contact Mindy Hooker, Staff Accountant at  (202) 551 -3732 or, in her absence,
John Cash, Accounting Branch Chief  at (202) 551 -3768 if you have questions regarding
comments on the financial statements and related matters.  Please contact Sherry Haywood, Staff
Attorney at (202) 551 -3345 or, Craig Slivka, Special Counsel at (202) 551 -3729 with any other
questions.

Sincerely,

 /s/ Pamela Long

 Pamel a Long
 Assistant Director
Office of Manufacturing and
Construction

CC: Via E -Mail
 Jessica Sudweeks, Esq.

CORRESP
1
filename1.htm

Untitled Document

June
21, 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. 1 to Registration Statement on Form S-1

Filed
April 17, 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
Amendment No. 1 to the Company’s Company's Registration
Statement on Form S-1 (the “Registration Statement”), first
filed on April 17, 2017, as set forth in your letter, dated June
14, 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. 2 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 by the
Company.

General

1.

Please
disclose the number of common shares you are registering in the
initial public offering.

Response

We are
registering 2,666,666 shares of common stock in the initial public
offering, for $1.50 per share. Disclosure has been added to the
Amendment in response to the Staff’s comment.

2.

We
note your response to comment two in our letter dated May 12, 2017.
Please revise the registration statement to comply with Rule 419 or
state prominently on the cover page of the prospectus that you are
not a blank check company and have no plans or intentions to engage
in a business combination following this offering.

Response

The
disclosure requested by the Staff in the comment above now appears
on the prospectus cover page of the Amendment.

Prospectus Cover Page

3.

We note that you have disclosed an offering price range. We presume
that you are omitting the final price of the offering pursuant to
Rule 430A of the Securities Act and that you file this information
in a form of prospectus filed with the Commission pursuant to Rule
424(b). Please clarify how you will proceed in this
regard.

Response

We
have added the final price of $1.50 per share in the Amendment, in
response to the Staff’s comment.

Business, page 23

MegaWest Merger, page 24

4.

Please disclose the nature of Petro River Oil Corp.’s
business in this section. We note the disclosure on page 6 of the
Alternate Prospectus.

Response

The
disclosure requested by the Staff in the comment above is included
in the Business section, beginning on page 23 of the
Amendment.

Related Party License and Royalties, page 28

5.

We note your response to comment 17 in our letter dated May 12,
2017. Please revise your disclosure to include the statement from
your response letter that Syzygy Licensing, L.L.C. has no ongoing
operations such as manufacturing.

Response

The disclosure requested by the Staff in the
comment above is included in the Business section of the Amendment,
under the heading “Related Party License and
Royalties” on page
28.

Alternate Prospectus

Alternate Pages; The Offering, page 4

6.

We note your response to comment ten in our letter dated May 12,
2017 Please revise your disclosure to state that Petro River is,
rather may be deemed, an underwriter.

Response

The disclosure requested by the Staff in the
comment above is included in the Alternate Pages to the Amendment,
in the section titled “The
Distribution,” under the
heading “Shares to be Distributed by
Petro River,” beginning
on page Alternate Prospectus - 7.

7.

We note your response to comment 11 in our letter dated May 12,
2017. In addition to the alternate prospectus registering all of
the shares of common stock of the registrant owned by Petro River
that are being distributed to the Petro River shareholders, the
alternate prospectus must also (1) register the resale of shares by
Petro River Oil Corp.’s shareholders, which should be at a
fixed price, (2) all of the Petro River Oil Corp.’s
shareholders who receive shares in the distribution must be
identified, and Item 507 of Regulation S-K disclosure must be
provided and (3) such shareholders must be named as underwriters.
In this regard, we refer you to Securities Act Rules Compliance
Disclosure & Interpretations 612.15 which can be found on our
website at
https://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm.

Response

The
Company has reviewed the Staff’s comment, and requests
reconsideration of the Staff’s position, for the following
reasons, as discussed with the Staff on June 15, 2017.

Petro River’s Shareholders Shouldn’t be Considered
Underwriters.

The Company is registering the distribution of
shares previously issued by the Company to Petro River Oil Corp
(“Petro River”), and, as set forth above, Petro River has
agreed to be named as an underwriter. In this regard, Petro River
does not disagree that it falls within the definition of an
underwriter under Section 2(a)(11) of the Securities Act of 1933,
as amended (“Securities
Act”), since it arguably
received the shares from the Company with a view to distribution to
Petro River’s shareholders. As a result, the transaction
involving the distribution of shares by Petro River to its
shareholders, upon declaration of effectiveness of the registration
statement, will be registered under the Securities Act, and Petro
River will be named as the underwriter since it arguably received
the shares with a view towards their distribution, with attendant
liability under Section 11 of the Securities
Act.

Since
the registration statement intends to register the distribution of
the shares to Petro River’s shareholders, and Petro River is
named as an underwriter, the analysis then turns to the transaction
involving the offer and sale of shares received by Petro
River’s shareholders as a dividend, whether such transaction
requires registration, or whether an exemption therefrom is
available. If an exemption is available, then naming such
shareholders as an underwriter in the registration statement, as
suggested by the Staff, would not be required.

The
Company believes that Petro River’s shareholders should not
be required to register the offer and sale of shares received from
Petro River in a registered transaction, or otherwise be named as
an underwriter, since an exemption from registration is available
for the subsequent offer and sale of their shares in reliance of
Section 4(a)(1) of the Securities Act, which exempts a transaction
by a person other than an issuer, underwriter, or dealer. In this
regard, Petro River’s shareholders are not taking the
securities from the Company with a view to the distribution of such
shares, or even from an affiliate of the Company. Such shareholders
are receiving the shares as a dividend, and would rely on the
exemption for resales typically relied upon by shareholders
receiving shares in a registered transaction – Section
4(a)(1). As a result, Petro River’s shareholders should be
able to avail themselves of the “ordinary trading”
exemption typically available to shareholders receiving registered
shares, rather than being required to separately register such
transaction and be named as an underwriter – a requirement
that does not apply in ordinary broker transactions not involving
an underwriter. To hold otherwise would require a conclusion that
Petro River’s shareholders are receiving the shares from the
Company, rather than from the underwriter in a registered
transaction, with a view to their distribution in an unregistered
transaction, and that is simply not the case.

The CDI Cited by the Staff Should be Distinguished.

The
Staff cites Securities Act Compliance Disclosure &
Interpretation 612.15 (the “Interpretation”) in support of
its position that Petro River’s shareholders should be named
as underwriters and selling stockholders in the registration
statement. The Interpretation relies on a few facts that justify
the Staff’s position in such Interpretation, which facts can
be distinguished from those in the instant case, as
follows:

1. In contrast to the
parent company identified in the Interpretation, Petro River has
active operations, rather than “minimal
operations”;

2. Petro River did not
create the Company, with “no significant operations”
with the objective of spinning it off to its shareholders. To the
contrary, the Company is a company independent of Petro River, and
has a fully developed product and business plan;

3. Petro River was not
involved in the formation of the Company, nor was it involved in
its development;

4. In the transaction
that is the subject of the Interpretation, such transaction
involved a merger of the spun-off subsidiary after the creation of the subsidiary,
and spin-off. In the instant case, the merger of the Company with
and into Petro River’s subsidiary occurred before the
spin-off;

5. In contrast to the
parent company in the case of the Interpretation, Petro River is
not distributing 95% of the outstanding shares of the Company, but
rather only 2%; and

6. After the spin-off
and merger, insiders (or affiliates) of Petro River are not contemplating selling shares of
the Company that they receive in the spin-off, in contrast to the
insiders of the parent company in the case of the Interpretation,
which justifies requiring such insiders (affiliates) to be named as
underwriters, as the Staff concluded in such
Interpretation.

As a
result of the above analysis, the Company respectfully believes
that the Staff’s reliance on the Interpretation is misplaced,
as the facts in the instant case can be clearly distinguished.
Further, the facts in the instant case clearly support the fact
that Petro River’s shareholders are receiving the shares in a
registered transaction, and therefore should be entitled to rely on
Section 4(a)(1) to exempt any further offers and sales by such
shareholders in ordinary brokers transactions, without the
requirement under the Securities Act to separately register such
transactions and be named as an underwriter in any applicable
registration statement.

Undertakings

8.

Please disclose the undertakings required by Item 512(i) of
Regulation S-K.

Response

The
undertaking required by Item 512(i) of Regulation S-K is included
with the Company’s undertakings appearing under Item 17 of
the Amendment, beginning on page 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/ Daniel W. Rumsey

Daniel
W. Rumsey

Managing
Partner

Disclosure Law
Group, a Professional Corporation

cc: James A.
Barnes

President and Chief
Financial Officer

Wrap Technologies,
Inc.

Mail Stop 4631
June 1 4, 2017

Via E -Mail
James A. Barnes
President and Chief Financial Officer
Wrap Technologies, Inc.
4620 Arville Street, Suite E
Las Vegas, Nevada  89103

Re: Wrap Technologies, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed April 17, 2017
  File No. 333 -217340

Dear Mr. Barnes :

We have reviewed your amended registration statement  and have the following
comments .  In some of our comments, 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 comments apply 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 these  comments, we may have  additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our May 12, 2017  letter .

General

1. Please disclose the number of common shares you are registering in the initial pu blic
offering.

2. We note your response to comment two in our letter dated May 12, 2017.  Please revise
the registration statement to comply with Rule 419 or state prominently on the cover page
of the prospectus that you are not a blank check company and h ave no plans or intentions
to engage in a business combination following this offering.

Prospectus Cover Page

3. We note that you have disclosed an offering price range.  We presume that you are
omitting the final price of the offering pursuant to Rule 430A  of the Securities Act and

James A. Barnes
Wrap Technologies, Inc.
June 1 4, 2017
Page 2

 that you file this information in a form of prospectus filed with the Commission pursuant
to Rule 424(b).  Please clarify how you will proceed in this regard.

Business, page 23

MegaWest Merger, page 24

4. Please disclose the na ture of Petro River Oil Corp.’s business in this section.  We note the
disclosure on page 6 of the Alternate Prospectus.

Related Party License and Royalties, page 28

5. We note your response to comment 17 in our letter dated May 12, 2017.  Please revise
your disclosure to include the statement from your response letter that Syzygy Licensing,
L.L.C. has no ongoing operations such as manufacturing.

Alternate Prospectus

Alternate Pages; The Offering, page 4

6. We note your response to comment ten in our let ter dated May 12, 2017  Please revise
your disclosure to state that Petro River is, rather may be deemed, an underwriter.

7. We note your response to comment 11 in our letter dated May 12, 2017.  In addition to
the alternate prospectus registering all of th e shares of common stock of the registrant
owned by Petro River that are being distributed to the Petro River shareholders, the
alternate prospectus must also (1) register the resale of shares by Petro River Oil Corp.’s
shareholders, which should be at a f ixed price, (2) all of the Petro River Oil Corp.’s
shareholders who receive shares in the distribution must be identified, and Item 507 of
Regulation S -K disclosure must be provided and (3) such shareholders must be named as
underwriters.  In this regard, we refer you to Securities Act Rules Compliance Disclosure
& Interpretations 612.15 which can be found on our website at
https://www.sec.gov/divisions/corpfin/guidance/securitiesactrules -interps.htm.

Undertakings

8. Please disclose the undertakings required  by Item 512(i) of Regulation S -K.

James A. Barnes
Wrap Technologies, Inc.
June 1 4, 2017
Page 3

  You may contact Mindy Hooker, Staff Accountant at  (202) 551 -3732 or, in her
absence, John Cash, Accounting Branch Chief  at (202) 551 -3768 if you have questions regarding
comments on the financial statements and related matters.  Please contact Sherry Haywood, Staff
Attorney at (202) 551 -3345 or, Craig Slivka, Special Counsel at (202) 551 -3729 with any other
questions.

Sincerely,

 /s/ Craig Slivka, for

 Pamela Long
 Assistant Director
Office of Manufacturing and
Construction

CC: Via E -Mail
 Jessica Sudweeks, Esq.

CORRESP
1
filename1.htm

SEC Connect

May 30,
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.

Registration Statement on Form S-1

Filed April 17, 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 the
Company’s Company's Registration Statement on Form S-1 (the
“Registration
Statement”), filed on April 17, 2017, as set forth in
your letter, dated May 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. 1 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 by the
Company.

General

1.

Please
supplementally provide us with copies of all written
communications, as defined in Rule 405 under the Securities Act,
that you, or anyone authorized to do so on your behalf, present to
potential investors in reliance on Section 5(d) of the Securities
Act, whether or not they retain copies of the
communications.

Response

The Company does not have any written
communications that have been provided to potential investors in
reliance on Section 5(d) of the Securities Act of 1933, as amended
(the “Securities
Act”). If any such
materials are used in the future in connection with the
transactions registered by the Registration Statement, the Company
will provide copies of such materials
supplementally.

2.

Your filing indicates that you are a development stage company with
limited operating activities, no revenues, no arrangements for
additional financing and nominal assets consisting of cash. These
and other facts suggest that your proposed business is commensurate
in scope with the uncertainty ordinarily associated with a blank
check company and that you should comply with Rule 419 of
Regulation C under the Securities Act. Please revise the
registration statement to comply with Rule 419, or provide us a
detailed legal analysis which explains why Rule 419 does not apply
to this offering, and state prominently on the cover page of the
prospectus that you are not a blank check company and have no plans
or intentions to engage in a business combination following this
offering.

Response

The
Company does not fall within the definition of a blank check
company, as defined in Rule 419 under the Securities Act. Rule 419
(a)(2) of the Securities Act defines a blank check company as a
company that:

(i)

is
a development stage company that has no specific business plan or
purpose or has indicated that its business plan is to engage in a
merger or acquisition with an unidentified company or companies, or
other entity or person; and

(ii)

is issuing "penny stock," as defined in Rule
3a51-1 (17 CFR 240.3a51-1) under the Securities Exchange Act of
1934, as amended (the “Exchange
Act”).

Although
the Company is a development stage company that will be issuing
penny stock, and has included disclosures to that effect in the
Amendment, the Company has no plans to merge with an unidentified
party and the Company has a very specific business plan – to
commercialize its first product, BolaWrap™ 100, as well as
future development and commercialization of security technology for
its customers. As such, the Company cannot be characterized as a
company without a specific business plan or a company whose
business plan is to engage in a merger or acquisition with
unidentified parties.

In order to be classified as a blank check
company, a company must meet the criteria of both
subparagraphs (i) and (ii) of Rule
419(a)(2). Because the Company is has a specific business plan and
is not a company whose business plan is to engage in a merger or
acquisition with unidentified parties as provided by subparagraph
(i), the Company cannot be categorized as a blank check company as
defined in Rule 419(a)(2).

3.

Please note that we may have comments on the legal opinion and
other exhibits once they are filed. Please understand that we will
need adequate time to review these materials before
effectiveness.

Response

We
acknowledge the Staff’s comment regarding the legal opinion
and other exhibits to be filed with the Registration Statement and
will be mindful of the time needed by the Staff to review such
materials once filed.

Prospectus Cover Page

4.

Please disclose the offering price or price range.

Response

The
Company proposes to price the offering within a price range of
$1.00 to $1.50 per share of common stock, with a midpoint of $1.25
per share, which range and midpoint are disclosed in the Amendment.
We note that these terms are a bona fide estimate of the range of
the minimum and maximum offering price. Should the bona fide
estimates of these terms change, the figures presented in future
amendments to the Registration Statement may increase or
decrease.

5.

Please delete the paragraph “The information in this
prospectus is not complete . . .” on page ii since this
information is already disclosed on page i.

Response

The
paragraph referenced in the comment above has been removed from the
Amendment.

Alternative Prospectus Cover Page

6.

Please retain either the second paragraph beginning “Neither
the Securities and Exchange Commission . . .”, or the third
paragraph “These Securities have not been”, since this
information is redundant.

Response

The
third paragraph beginning “These Securities have not been. .
. “ has been removed from the Amendment.

Prospectus Summary, page 2

Our Company, page 2

7.

Please disclose in this section, and in the “Overview”
Business section on page 23, that you currently have no products to
sell, no customers, no governmental approval to sell any products,
no revenues, no suppliers or production agreements, a going concern
opinion from your auditor and disclose your accumulated
deficit.

Response

The disclosure requested by the Staff in the
comment above is included in both the Prospectus Summary section of
the Amendment beginning on p. 2, under the heading
“Risk
Factors,” as well as in
the Business section beginning on p. 23,
under the heading “Overview.”

In addition, we have also included an additional
risk factor disclosing certain risks associated with our lack of
products and revenue the Risk Factor section, under the heading
“Risk
Factors Relating to Our Business,” beginning on p. 5 of the
Amendment.

8.

Please disclose in this section the percentage of your outstanding
stock Messrs. Norris, Barnes and Cohen, and their affiliates, will
own after the closing of these transactions.

Response

The disclosure requested by the Staff in the
comment above is included in the Prospectus Summary section of the
Amendment beginning on p. 2, under the heading
“Risk
Factors.” In addition, we
have also included an additional risk factor disclosing the
percentage of our issued and outstanding common stock held by
Messrs. Norris, Barnes and Cohen, and certain risks associated with
the concentration of shares held by these individuals. Please note
the disclosure added to the Amendment contains a placeholder for
the percentages held by each director individually and by the
directors as a group. The Company intends to complete this
disclosure once the public offering is priced. The new risk factor
appears under the heading “Risk Factors Relating to Our
Common Stock,” on p. 10
of the Amendment.

Alternate Pages; The Offering, page 4

9.

Please disclose the natural persons who control the selling
security holder, Petro River Oil Corp.

10.

Please disclose that Petro River Oil Corp. is an
underwriter.

11.

In addition to registering the distribution of shares to Petro
shareholders, please register the resale by these shareholders into
the market and provide Item 507 of Regulation S-K disclosure for
these shareholders and name them as underwriters.

Response

The disclosure requested by the Staff in comments
9, 10 and 11 above are included in the Alternate Pages to the
Amendment, in the section titled “The
Distribution,” beginning
on page 6.

Alternate Page; Risk Factors Related to the
Distribution

If the distribution, together with certain related transactions,
fails to qualify for tax-free treatment for U.S. federal income tax
purposes, then our shareholders, we and/or Petro River might be
subject to significant tax liability, page 5

12.

You reference “Material U.S. Federal Income Tax Consequences
of the Distribution.” Please provide this disclosure and file
a tax opinion as an exhibit, as applicable.

Response

The disclosure requested by the Staff in the
comment above is included in the Alternate Pages to the Amendment
in the Section titled “U.S. Federal Tax Consequences
of the Distribution”
beginning on page 10. As disclosed in the Amendment, the Company
has chosen not to file a tax opinion with the Amendment, as the
Company believes the tax consequences from the Distribution are not
material to Petro River shareholders.

Risk Factors, page 5

13.

Please add a new risk factor to discuss that your officers and
directors have no experience managing a public company or
developing law enforcement products, if true.

Response

The
Company has respectfully chosen not to include the risk factor
requested by the Staff in the comment above with respect to public
company experience, as each of our officers and directors have
experience managing a public company. Mr. Cohen currently serves as
the Executive Chairman of Petro River Oil Corp. (OTC PINK: PTRC)
and as a director of True Drinks Holdings, Inc. (OTC PINK: TRUU).
Mr. Barnes and Mr. Norris each served in executive management
positions, and, in the case of Mr. Norris, as a director of Turtle
Beach Corporation, formerly Parametric Sound Corporation (NASDAQ
GM: HEAR). Mr. Norris also served as a director of LRAD Corporation
(NASDAQ CM: LRAD).

Disclosure
regarding our lack of experience developing law enforcement
products is included it the risk factor beginning “We have no
experience developing law enforcement products. . . “ on page
8 of the Amendment.

14.

We note disclosure on page 38 that your common stock will be a
penny stock. Please add a new risk factor discussing the risks of
having a penny stock.

Response

The risk factor requested by the Staff in the
comment above is included in the Risk Factor section of the
Amendment, under the heading “Risk Factors Relating to Our
Common Stock,” beginning
on p. 10 of the Amendment.

If we are unable to protect our intellectual property. . . page
7

15.

Please disclose that your proposed product has no issued patent or
other intellectual property protection.

Response

The
disclosure requested by the Staff in the comment above is included
in the Amendment, in the aforementioned risk factor.

Business, page 23

16.

Please disclose the reasons for the share exchange and merger with
a non-operating company. Further, disclose the nature of Petro
River Oil Corp.’s business.

Response

The disclosure requested by the Staff in the
comment above is included in the
Business section of the Amendment beginning on page 23, as well as
the Alternate Pages in the section titled
“The
Distribution” beginning
on page 6.

Related Party Royalties, page 27

17.

Please disclose the nature of Syzygy Licensing, LLC’s
operations, if any. For instance, is this an entity that merely has
rights in the proposed product or does it manufacture and develop
other products and carry out operations.

Response

The disclosure requested by the Staff in the
comment above is included in the Business section of the Amendment,
under the heading “Related Party License and
Royalties” on page 28.
Syzygy Licensing, LLC is an invention, consulting and licensing
company that has in the past invented other products for licensing
but has no ongoing operations such as manufacturing. Mr. Barnes and
Mr. Norris are currently devoting full-time to the
registrant’s business.

Government Regulation, page 29

18.

We note disclosure that the BolaWrap 100 may be considered a
firearm and that you are seeking a ruling to determine the
appropriate classification. Please discuss the status of your
approval(s) and state from whom you are seeking a ruling to
determine the appropriate classification of your product. See Item
101(h)(4)(ix) of Regulation S-K.

Response

The disclosure requested by the Staff in the
comment above is included in the Business section of the Amendment,
under the heading “Government
Regulation” on page
29.

Employees and Executive Officers, page 30

19.

Provide more detail regarding your specific plan of operation for
the next year.

Response

The disclosure requested by the Staff in the
comment above is included in the Business section of the Amendment,
under the newly added heading “Plan of
Operation” on page
24.

Director Compensation, page 32

Executive Compensation, page 32

20.

Please add a summary compensation table for the compensation of
your named executive officers for the past fiscal year pursuant to
Items 402(n) of Regulation S-K.

Response

As
requested by the Staff in the comment above, a summary compensation
table has been added to the Amendment in the Executive Compensation
section on page 32.

21.

Please disclose whether the named executive officers will receive
compensation from the proceeds of the offering.

Response

The
Company does not plan to pay any compensation to its named
executive officer from the proceeds of the offering. Disclosure to
this effect is included in the Amendment in the Executive
Compensation section, beginning on page 32.

Certain Relationships and Related Party Transactions, page
34

22.

We note disclosure on page 17 regarding the “promoters”
and here that Mr. Barnes may be considered a promoter. Please
disclose information about your other promoters and comply with the
requirements of Item 404(c) of Regulation S-K. See Item 404(d)(2)
of Regulation S-K.

Response

The disclosure requested by the Staff in the
comment above is included in the Amendment, in the section titled
"Directors, Executive Officers and Promoters" beginning on page
31 for Mr. Barnes, as well as
Messrs. Norris and Cohen.

Plan of Distribution, page 38

23.

We note disclosure that your officers and directors will offer your
shares of common stock on your behalf to friends, family members
and business acquaintances. Please elaborate as to how investors
will learn about the offering. For example, will your officers and
directors solicit investors through direct mailings and/or personal
contacts? How would your officers and directors identify those who
might have an interest in purchasing shares of common
stock?

Response

The
disclosure requested by the Staff in the comment above is included
in the Plan of Distribution section of the Amendment, beginning on
page 38.

Notes to the Financial Statements

6. Related Party Transactions, page F-11

24.

We note that all patent applications and technology related to the
Bola 100 have been assigned to your company subject to the royalty
obligation. Please tell us how this transaction was accounted
for.

Response

The assignment of all patent and technology
related to BolaWrap™ 100 was determined to not require any
separate accounting treatment, other than disclosure of possible
future royalties. As described in Note 1 to the Company Financial
Statements in the Amendment, under the heading
“Research and Development
Costs,” the Company
includes c

Mail Stop 4631
May 12, 2017

Via E -Mail
James A. Barnes
President and Chief Financial Officer
Wrap Technologies, Inc.
4620 Arville Street, Suite E
Las Vegas, Nevada  89103

Re: Wrap Technologies, Inc.
Registration Statement on Form S-1
Filed April 17, 2017
  File No. 333 -217340

Dear Mr. Barnes :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, 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 comments apply to your facts and
circumstances or do not be lieve 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 these  comments, we may have  additional comments.

General

1. Please suppl ementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
wheth er or not they retain copies of the communications.

2. Your filing indicates that you are a development stage company with limited operating
activities, no revenues, no arrangements for additional financing and nominal assets
consisting of cash.  These and  other facts suggest that your proposed business is
commensurate in scope with the uncertainty ordinarily associated with a blank check
company and that you should comply with Rule 419 of Regulation C under the Securities
Act.  Please revise the registrati on statement to comply with Rule 419, or provide us a
detailed legal analysis which explains why Rule 419 does not apply to this offering, and

James A. Barnes
Wrap Technologies, Inc.
May 12, 2017
Page 2

 state prominently on the cover page of the prospectus that you are not a blank check
company and have no plans or  intentions to engage in a business combination following
this offering.

3. Please note that we may have  comments on the legal opinion and other exhibits once they
are filed. Please understand that we will need adequate time to review these materials
before effectiveness.

Prospectus Cover Page

4. Please disclose the offering price or price range.

5. Please delete the paragraph “The information in this prospectus is not complete . . .” on
page ii since this information is already disclosed on page i.

Alternative Prospectus Cover Page

6. Please retain either the second paragraph beginning “Neither the Securities and Exchange
Commission . . .”, or the third paragraph “These Securities have not been”, since this
information is redundant.

Prospectus Summa ry, page 2

Our Company, page 2

7. Please disclose in this section, and in the “Overview” Business section on page 23, that
you currently have no products to sell, no customers, no governmental approval to sell
any products, no revenues, no suppliers or prod uction agreements, a going concern
opinion from your auditor and disclose your accumulated deficit.

8. Please disclose in this section the percentage of your outstanding stock Messrs. Norris,
Barnes and Cohen, and their affiliates, will own after the closi ng of these transactions.

Alternate Page; The Offering, page 4

9. Please disclose the natural persons who control the selling security holder, Petro River
Oil Corp.

10. Please disclose that Petro River Oil Corp. is an underwriter.

11. In addition to registering the distribution of shares to Petro shareholders, please register
the resale by these shareholders into the market and provide Item 507 of Regulation S -K
disclosure for these shareholders and name them as underwriters.

James A. Barnes
Wrap Technologies, Inc.
May 12, 2017
Page 3

 Alternate Page; Risk Factors Relate d to the Distribution
If the distribution, together with certain related transactions, fails to qualify for tax -free treatment
for U.S. federal income tax purposes, then our shareholders, we and/or Petro River might be
subject to significant tax liability,  page 5

12. You reference “Material U.S. Federal Income Tax Consequences of the Distribution. ”
Please provide this disclosure and file a tax opinion as an exhibit, as applicable.

Risk Factors, page 5

13. Please add a new risk factor to discuss that your officers and directors have no experience
managing a public company or developing law enforcement products, if true.

14. We note disclosure on page 38 that your common stock will be a penny stock.  Please ad d
a new risk factor discussing the risks of having a penny stock.

If we are unable to protect our intellectual property…, page 7

15. Please disclose that your proposed product has no issued patent or other intellectual
property protection.

Business, page 2 3

16. Please disclose the reasons for the share exchange and merger with a non -operating
company.  Further, disclose the nature of Petro River Oil Corp’s business.

Related Party Royalties, page 27

17. Please disclose the nature of  Syzygy Licensing, LLC’s opera tions, if any. For instance, is
this an entity that merely has rights in the proposed product or does it manufacture and
develop other products and carry out operations.

Government Regulation, page 29

18. We note disclosure that the BolaWrap 100 may be cons idered a firearm and that you are
seeking a ruling to determine the appropriate classification.  Please discuss the status of
your approval(s) and state from whom you are seeking a ruling to determine the
appropriate classification of your product.  See It em 101(h)(4)(ix) of Regulation S -K.

Employees and Executive Officers, page 30

19. Provide more detail regarding your specific plan of operation  for the next year.

James A. Barnes
Wrap Technologies, Inc.
May 12, 2017
Page 4

 Director Compensation, page 32

Executive Compensation, page 32

20. Please add a summary compensation table forthe compensation of your named executive
officers for the past fiscal year pursuant to Items 402(n) of Regulation S -K.

21. Please disclose whether the named executive officers will receive compensation from the
proce eds of the offering.

Certain Relationships and Related Party Transactions, page 34

22. We note disclosure on page 17 regarding the “promoters” and here that Mr. Barnes may
be considered a promoter.  Please discloseinformation about your other promoters and
comply with the requirements of Item 404(c) of Regulation S -K.  See Item 404(d)(2) of
Regulation S -K.

Plan of Distribution, page 38

23. We note disclosure that your officers and directors will offer your shares of common
stock on your behalf to friends, famil y members and business acquaintances.  Please
elaborate as to how investors will learn about the offering.  For example, will your
officers and directors solicit investors through direct mailings and/or personal contacts?
How would your officers and direc tors identify those who might have an interest in
purchasing shares of common stock?

Notes to the Financial Statements
6. Related Party Transactions, page F -11

24. We note that all patent applications and technology related to the Bola 100 have been
assign ed to your company subject to the royalty obligation.   Please tell us how this
transaction was accounted for.

Condensed Balance Sheet, page F -13

25. We note your disclosure on alternate prospectus page four regarding the intended
dividend distribution to Petro River.   Please reflect this distribution to Petro River on a
pro forma basis alongside your most recent historical balance sheet as required by SAB
Topic 1:B:3 or tell us why you do not believe this disclosure is necessary.

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.

James A. Barnes
Wrap Technologies, Inc.
May 12, 2017
Page 5

 Refer to Rules 460 and 461 regarding requests for  accel eration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact Mindy Hooker, Staff Accountant at  (202) 551 -3732  or, in her absence,
John Cash, Accounting Branch  Chief  at (202) 551 -3768  if you have questions regarding
comments on the financial statements and related matters.  Please contact Sherry Haywood, Staff
Attorney at (202) 551 -3345  or, Craig Slivka, Special Counsel at (202) 551 -3729  with any other
questions .

Sincerely,

 /s/ Craig Slivka, for

 Pamela Long
 Assistant Director
Office of Manufacturing and
Construction

CC: Via E -Mail
 Jessica Sudweeks, Esq.