SecProbe.io

United States securities and exchange commission logo
May 15, 2020
Kelly Hoffman
Chief Executive Officer and Director
Ring Energy, Inc.
901 West Wall Street, 3rd Floor
Midland, TX 79701
Re:Ring Energy, Inc.
Registration Statement on Form S-3
Filed May 4, 2020
File No. 333-237988
Dear Mr. Hoffman:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form S-3 Filed May 4, 2020
Incorporation of Certain Information by Reference, page 4
1.Please revise to incorporate by reference your Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2020.
General
2.Based on publicly available information, it appears that the aggregate market value of
your voting and non-voting common equity held by non-affiliates during the 60 days prior
to the date of filing of the registration statement may not have exceeded $75 million, as
required by General Instruction I.B.1 of Form S-3.  To the extent you intend to rely on
General Instruction I.B.6 to Form S-3 for limited primary offerings, please disclose on the
prospectus cover page the information called for by Instruction 7 to General Instruction

 FirstName LastNameKelly Hoffman
 Comapany NameRing Energy, Inc.
 May 15, 2020 Page 2
 FirstName LastName
Kelly Hoffman
Ring Energy, Inc.
May 15, 2020
Page 2
I.B.6.  Please also confirm to us your understanding of the size limitations for offerings
made under General Instruction I.B.6.
3.We note that your registration statement includes a base prospectus for an unallocated
offering and a separate prospectus for an at the market offering, as defined under Rule
415. Please identify the sales agent for the at the market offering and file the sales
agreement as an exhibit to your registration statement.
            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 Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or, in her
absence, Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Adam Park