SEC Comment Letter 0000000000-23-001454 to Enservco Corp (ENSV) (CIK 0000319458)
Enservco Corp (ENSV) (CIK 0000319458)
Date: Feb. 13, 2023 · CIK: 0000319458 · Accession: 0000000000-23-001454
AI Filing Summary & Sentiment
File numbers found in text: 333-269265
Letter
United States securities and exchange commission logo February 13, 2023 Richard Murphy Chief Executive Officer Enservco Corporation 14133 County Rd 9 ½ Longmont, CO 80504 Re:Enservco Corporation Amendment No. 2 to Registration Statement on Form S-1 Filed February 10, 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 February 9, 2023 letter. Amendment No. 2 to Registration Statement on Form S-1 filed February 10, 2023 General 1.We note your response to prior comment 3 and counsel's revised legal opinion. An opinion of counsel cannot exclude the law of a relevant jurisdiction or otherwise indicate that counsel is not qualified to opine on that law. In this regard, with respect to counsel's opinions in clauses (ii) and (iv) relating to the enforceability of the Common Warrants and the Pre-Funded Warrants, which by their terms are governed by the laws of the State of New York, it is inappropriate for counsel to "express no opinion as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware (including the statutory provisions and all applicable judicial decisions interpreting those laws) and the federal laws of the United States of America," or indicate
FirstName LastNameRichard Murphy Comapany NameEnservco Corporation February 13, 2023 Page 2 FirstName LastName Richard Murphy Enservco Corporation February 13, 2023 Page 2 that, with respect to those opinions, counsel has "assumed without investigation or review that the internal law of the State of New York is identical to the internal law of the State of Minnesota." Please have counsel revise accordingly. For guidance, refer to Section II.B.3.b of Staff Legal Bulletin 19. Also, the number of shares of common stock referred to in the legal opinion appears inconsistent with the number of shares being offered pursuant to the prospectus disclosure, and the opinion is undated. Please have counsel revise or advise. 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
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United States securities and exchange commission logo
February 13, 2023
Richard Murphy
Chief Executive Officer
Enservco Corporation
14133 County Rd 9 ½
Longmont, CO 80504
Re:Enservco Corporation
Amendment No. 2 to Registration Statement on Form S-1
Filed February 10, 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 February 9, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed February 10, 2023
General
1.We note your response to prior comment 3 and counsel's revised legal opinion. An
opinion of counsel cannot exclude the law of a relevant jurisdiction or otherwise indicate
that counsel is not qualified to opine on that law. In this regard, with respect to
counsel's opinions in clauses (ii) and (iv) relating to the enforceability of the Common
Warrants and the Pre-Funded Warrants, which by their terms are governed by the laws of
the State of New York, it is inappropriate for counsel to "express no opinion as to the laws
of any state or jurisdiction other than the General Corporation Law of the State of
Delaware (including the statutory provisions and all applicable judicial decisions
interpreting those laws) and the federal laws of the United States of America," or indicate
FirstName LastNameRichard Murphy
Comapany NameEnservco Corporation
February 13, 2023 Page 2
FirstName LastName
Richard Murphy
Enservco Corporation
February 13, 2023
Page 2
that, with respect to those opinions, counsel has "assumed without investigation or review
that the internal law of the State of New York is identical to the internal law of the State of
Minnesota." Please have counsel revise accordingly. For guidance, refer to Section
II.B.3.b of Staff Legal Bulletin 19.
Also, the number of shares of common stock referred to in the legal opinion appears
inconsistent with the number of shares being offered pursuant to the prospectus disclosure,
and the opinion is undated. Please have counsel revise or advise.
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