WRAP TECHNOLOGIES, INC. — Regulatory Filings 2017

Aug 10, 2017

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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

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