Correspondence 0001193125-24-171761 from NORWOOD FINANCIAL CORP (NWFL) (CIK 0001013272) (NWFL)
NORWOOD FINANCIAL CORP (NWFL) (CIK 0001013272)
Date: June 28, 2024 · CIK: 0001013272 · Accession: 0001193125-24-171761
AI Filing Summary & Sentiment
File numbers found in text: 333-279619
Referenced dates: June 10, 2024
Letter
John J. Spidi
Admitted in Massachusetts and
the District of Columbia
D: 202.434.4670
F: 202.434.8397 jspidi@joneswalker.com
VIA EDGAR
June 28,
John Stickel, Attorney Advisor
Susan Block, Attorney Advisor
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Norwood Financial Corp
Registration Statement on Form S-3
Filed May 22, 2024
File No. 333-279619
Ladies and Gentlemen:
On behalf of Norwood Financial Corp (the “Company”), Amendment No. 1 to the Company’s Registration Statement on Form S-3 is being filed today in response to the Staff’s comment letter dated June 10, 2024 (the “Comment Letter”). This letter sets forth the Company’s responses to the Comment Letter. For your convenience, the text of each of the Staff’s comments is set forth in bold below, followed by the Company’s response.
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.
Company Response: Please see pages 5 through 16 of the prospectus wherein we have added under the caption “Risk Factors” a discussion of the material factors that make an investment in the Company or offering speculative or risky.
499 South Capitol Street SW, Suite 600 | Washington, D.C. 20003 | T: 202.203.1000 | F: 202.203.0000
joneswalker.com
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.
Company Response: Please see page 46 of the prospectus wherein a hyperlink to the Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2023, has been provided.
Please contact the undersigned if you have any further questions or comments regarding the Registration Statement or our responses to the Comment Letter. Thank you.
Sincerely,
/s/ John J. Spidi
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CORRESP 1 filename1.htm CORRESP John J. Spidi Admitted in Massachusetts and the District of Columbia D: 202.434.4670 F: 202.434.8397 jspidi@joneswalker.com VIA EDGAR June 28, 2024 John Stickel, Attorney Advisor Susan Block, Attorney Advisor United States Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Norwood Financial Corp Registration Statement on Form S-3 Filed May 22, 2024 File No. 333-279619 Ladies and Gentlemen: On behalf of Norwood Financial Corp (the “Company”), Amendment No. 1 to the Company’s Registration Statement on Form S-3 is being filed today in response to the Staff’s comment letter dated June 10, 2024 (the “Comment Letter”). This letter sets forth the Company’s responses to the Comment Letter. For your convenience, the text of each of the Staff’s comments is set forth in bold below, followed by the Company’s response. 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. Company Response: Please see pages 5 through 16 of the prospectus wherein we have added under the caption “Risk Factors” a discussion of the material factors that make an investment in the Company or offering speculative or risky. 499 South Capitol Street SW, Suite 600 | Washington, D.C. 20003 | T: 202.203.1000 | F: 202.203.0000 joneswalker.com 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. Company Response: Please see page 46 of the prospectus wherein a hyperlink to the Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2023, has been provided. Please contact the undersigned if you have any further questions or comments regarding the Registration Statement or our responses to the Comment Letter. Thank you. Sincerely, /s/ John J. Spidi John J. Spidi cc: James O. Donnelly, President and Chief Executive Officer John M. McCaffery, Executive Vice President and Chief Financial Officer William S. Lance, Executive Vice President and Chief Strategic Officer