SEC Comment Letter 0000000000-24-006648 to NORWOOD FINANCIAL CORP (NWFL) (CIK 0001013272) (NWFL)
NORWOOD FINANCIAL CORP (NWFL) (CIK 0001013272)
Date: June 10, 2024 · CIK: 0001013272 · Accession: 0000000000-24-006648
AI Filing Summary & Sentiment
File numbers found in text: 333-279619
Letter
United States securities and exchange commission logo June 10, 2024 James O. Donnelly President and Chief Executive Officer Norwood Financial Corp 717 Main Street Honesdale, PA 18431 Re:Norwood Financial Corp Registration Statement on Form S-3 Filed May 22, 2024 File No. 333-279619 Dear James O. Donnelly: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Form S-3 filed May 22, 2024 Risk Factors, page 5 1.Please provide a discussion of the material factors that make an investment in the registrant or offering speculative or risky, and concisely explain how each risk affects the registrant or the securities being offered. Alternatively, provide an analysis as to why you believe risk factor disclosure is not necessary in the Form S-3 at this time. Refer to Item 3 to Form S-3 and Item 105 of Regulation S-K. Incorporation of Certain Documents by Reference, page 34 2.Please include a hyperlink for any documents that are incorporated by reference in the Registration Statement as required by the 2015 Fixing America’s Surface Transportation Act (the “FAST Act”) and related rule and form requirements. In this regard, we note that you do not currently provide a hyperlink to the Form 10-K for fiscal year ended December 31, 2023.
FirstName LastNameJames O. Donnelly Comapany NameNorwood Financial Corp June 10, 2024 Page 2 FirstName LastName James O. Donnelly Norwood Financial Corp June 10, 2024 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 John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any other questions. Sincerely, Division of Corporation Finance Office of Finance
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United States securities and exchange commission logo
June 10, 2024
James O. Donnelly
President and Chief Executive Officer
Norwood Financial Corp
717 Main Street
Honesdale, PA 18431
Re:Norwood Financial Corp
Registration Statement on Form S-3
Filed May 22, 2024
File No. 333-279619
Dear James O. Donnelly:
We have conducted a limited review of your registration statement and have the
following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Form S-3 filed May 22, 2024
Risk Factors, page 5
1.Please provide a discussion of the material factors that make an investment in the
registrant or offering speculative or risky, and concisely explain how each risk affects the
registrant or the securities being offered. Alternatively, provide an analysis as to why you
believe risk factor disclosure is not necessary in the Form S-3 at this time. Refer to Item 3
to Form S-3 and Item 105 of Regulation S-K.
Incorporation of Certain Documents by Reference, page 34
2.Please include a hyperlink for any documents that are incorporated by reference in the
Registration Statement as required by the 2015 Fixing America’s Surface Transportation
Act (the “FAST Act”) and related rule and form requirements. In this regard, we note that
you do not currently provide a hyperlink to the Form 10-K for fiscal year ended December
31, 2023.
FirstName LastNameJames O. Donnelly
Comapany NameNorwood Financial Corp
June 10, 2024 Page 2
FirstName LastName
James O. Donnelly
Norwood Financial Corp
June 10, 2024
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 John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance