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SEC Comment Letter 0000000000-24-005567 to Enservco Corp (ENSV) (CIK 0000319458)

Enservco Corp (ENSV) (CIK 0000319458)
Date: May 15, 2024 · CIK: 0000319458 · Accession: 0000000000-24-005567

AI Filing Summary & Sentiment

File numbers found in text: 001-36335

Date
May 15, 2024
Author
Not clearly detected
Form
UPLOAD
Company
Enservco Corp (ENSV) (CIK 0000319458)

Letter

United States securities and exchange commission logo May 15, 2024 Richard A. Murphy Executive Chair of the Board and Chief Executive Officer Enservco Corporation 14133 County Road 9 ½ Longmont, CO 80504 Re:Enservco Corporation Preliminary Proxy Statement on Schedule 14A Filed May 1, 2024 File No. 001-36335 Dear Richard A. Murphy: We have reviewed your filing and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed May 1, 2024 Proposal No. 2 - Approval of the Issuance of Shares of Common Stock in Connection with the Acquisition of Buckshot Trucking, LLC, page 7 1.We note that in connection with the acquisition of Buckshot Trucking, you will seek to raise a portion or all of the $3.75 million in cash consideration through the sale and issuance to third parties of convertible promissory notes. Please clarify if, in addition to the approval of the issuance of the Equity Shares, you are also seeking approval to issue the shares underlying the convertible promissory notes expected to be issued in the Acquisition Financing. If so, please unbundle this proposal to allow shareholders to vote separately on the issuance of the Equity Shares and the Acquisition Financing Shares, and provide the information required by Item 11 of Schedule 14A with respect to the Acquisition Financing. Alternatively, provide us with your analysis as to why you are not required to unbundle these proposals. Please refer to Exchange Act Rule 14a-4(a)(3), as well as Question 201.01 of the Exchange Act Rule 14a-4(a)(3) Compliance and Disclosure Interpretations.

FirstName LastNameRichard A. Murphy Comapany NameEnservco Corporation May 15, 2024 Page 2 FirstName LastName Richard A. Murphy Enservco Corporation May 15, 2024 Page 2 General 2.We note you are seeking approval for the issuance of shares of Enservco common stock as equity consideration for the acquisition of Buckshot Trucking, LLC. Please revise your preliminary proxy statement to provide the information required by Items 11, 13 and 14 of Schedule 14A for this transaction, including financial statements for Buckshot Trucking, LLC and pro forma financial information. Alternatively, please provide a detailed legal analysis explaining why you believe you are not required to provide some or all of this information. Please refer to Note A of Schedule 14A. 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 Anuja Majmudar at 202-551-3844 or Karina Dorin at 202-551-3763 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Doug Holod

Show Raw Text
United States securities and exchange commission logo
May 15, 2024
Richard A. Murphy
Executive Chair of the Board and Chief Executive Officer
Enservco Corporation
14133 County Road 9 ½
Longmont, CO 80504
Re:Enservco Corporation
Preliminary Proxy Statement on Schedule 14A
Filed May 1, 2024
File No. 001-36335
Dear Richard A. Murphy:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed May 1, 2024
Proposal No. 2 - Approval of the Issuance of Shares of Common Stock in Connection with the
Acquisition of Buckshot Trucking, LLC, page 7
1.We note that in connection with the acquisition of Buckshot Trucking, you will seek to
raise a portion or all of the $3.75 million in cash consideration through the sale and
issuance to third parties of convertible promissory notes.  Please clarify if, in addition to
the approval of the issuance of the Equity Shares, you are also seeking approval to issue
the shares underlying the convertible promissory notes expected to be issued in the
Acquisition Financing.  If so, please unbundle this proposal to allow shareholders to vote
separately on the issuance of the Equity Shares and the Acquisition Financing Shares, and
provide the information required by Item 11 of Schedule 14A with respect to the
Acquisition Financing.  Alternatively, provide us with your analysis as to why you are not
required to unbundle these proposals.  Please refer to Exchange Act Rule 14a-4(a)(3), as
well as Question 201.01 of the Exchange Act Rule 14a-4(a)(3) Compliance and
Disclosure Interpretations.

 FirstName LastNameRichard A.  Murphy
 Comapany NameEnservco Corporation
 May 15, 2024 Page 2
 FirstName LastName
Richard A.  Murphy
Enservco Corporation
May 15, 2024
Page 2
General
2.We note you are seeking approval for the issuance of shares of Enservco common stock as
equity consideration for the acquisition of Buckshot Trucking, LLC.  Please revise your
preliminary proxy statement to provide the information required by Items 11, 13 and 14 of
Schedule 14A for this transaction, including financial statements for Buckshot Trucking,
LLC and pro forma financial information.  Alternatively, please provide a detailed legal
analysis explaining why you believe you are not required to provide some or all of this
information. Please refer to Note A of Schedule 14A.
            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 Anuja Majmudar at 202-551-3844 or Karina Dorin at 202-551-3763 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Doug Holod