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SEC Comment Letter 0000000000-23-001358 to Enservco Corp (ENSV) (CIK 0000319458)

Enservco Corp (ENSV) (CIK 0000319458)
Date: Feb. 9, 2023 · CIK: 0000319458 · Accession: 0000000000-23-001358

AI Filing Summary & Sentiment

File numbers found in text: 333-269265

Date
February 9, 2023
Author
Not clearly detected
Form
UPLOAD
Company
Enservco Corp (ENSV) (CIK 0000319458)

Letter

United States securities and exchange commission logo February 9, 2023 Richard Murphy Chief Executive Officer Enservco Corporation 14133 County Rd 9 ½ Longmont, CO 80504 Re:Enservco Corporation Amendment No. 1 to Registration Statement on Form S-1 Filed February 7, 2023 File No. 333-269265 Dear Richard Murphy: 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 January 31, 2023 letter. Amendment No. 1 to Registration Statement on Form S-1 filed February 7, 2023 Management's Discussion and Analysis of Financial Condition and Results of Operations, page 1.Please note that this section should cover the same two year period covered in the financial statements and any relevant interim periods. See Instruction No. 1 to Item 303(b) of Regulation S-K. Please revise this section to compare the results of operations for fiscal year ended December 31, 2021 to fiscal year ended December 31, 2020.

FirstName LastNameRichard Murphy Comapany NameEnservco Corporation February 9, 2023 Page 2 FirstName LastName Richard Murphy Enservco Corporation February 9, 2023 Page 2 General 2.We note that you have omitted the number of shares to be offered, pricing-related information, as well as other information from this filing. In your next amendment please include all information that may not be excluded pursuant to Rule 430A, including the number of shares to be offered. In addition, provide omitted disclosure related to use of proceeds, capitalization, and dilution based on your assumed offering price. 3.Please have counsel revise the legal opinion to refer to the total number of shares being offered rather than a dollar amount. Please also have counsel revise the legal opinion to additionally opine as to New York law. In this regard, we note the legal opinion filed is limited to the General Corporation Law of the State of Delaware and the federal laws of the United States of America. However, Section 5.9 of the form of Securities Purchase Agreement at Exhibit 4.5 states that questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents, including the Pre-Funded Warrants and Common Warrants, shall be governed by and construed and enforced in accordance with the internal laws of the State of New York. Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 or Irene Barberena- Meissner, Staff Attorney, at (202) 551-6548 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Douglas T. Holod

Show Raw Text
United States securities and exchange commission logo
February 9, 2023
Richard Murphy
Chief Executive Officer
Enservco Corporation
14133 County Rd 9 ½
Longmont, CO 80504
Re:Enservco Corporation
Amendment No. 1 to Registration Statement on Form S-1
Filed February 7, 2023
File No. 333-269265
Dear Richard Murphy:
            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 January 31, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed February 7, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
33
1.Please note that this section should cover the same two year period covered in the
financial statements and any relevant interim periods.  See Instruction No. 1 to Item
303(b) of Regulation S-K.  Please revise this section to compare the results of operations
for fiscal year ended December 31, 2021 to fiscal year ended December 31, 2020.

 FirstName LastNameRichard Murphy
 Comapany NameEnservco Corporation
 February 9, 2023 Page 2
 FirstName LastName
Richard Murphy
Enservco Corporation
February 9, 2023
Page 2
General
2.We note that you have omitted the number of shares to be offered, pricing-related
information, as well as other information from this filing.  In your next amendment please
include all information that may not be excluded pursuant to Rule 430A, including the
number of shares to be offered. In addition, provide omitted disclosure related to
use of proceeds, capitalization, and dilution based on your assumed offering price.
3.Please have counsel revise the legal opinion to refer to the total number of shares being
offered rather than a dollar amount. Please also have counsel revise the legal opinion to
additionally opine as to New York law. In this regard, we note the legal opinion filed
is limited to the General Corporation Law of the State of Delaware and the federal laws of
the United States of America. However, Section 5.9 of the form of Securities Purchase
Agreement at Exhibit 4.5 states that questions concerning the construction, validity,
enforcement and interpretation of the Transaction Documents, including the Pre-Funded
Warrants and Common Warrants, shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York.
            Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 or Irene Barberena-
Meissner, Staff Attorney, at (202) 551-6548 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Douglas T. Holod