SEC Company Response from RING ENERGY, INC. (REI) (CIK 0001384195) (REI) — May 15, 2020
RING ENERGY, INC. (REI) (CIK 0001384195)
Date: May 15, 2020 · CIK: 0001384195 · Accession: 0001104659-20-062758
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File numbers found in text: 333-237988
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CORRESP
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filename1.htm
Mark L. Jones
direct dial: 713.646.1395
mjones@bakerlaw.com
May 15, 2020
VIA EDGAR TRANSMISSION
Loan Lauren Nguyen
Legal Branch Chief
Anuja A. Majmudar
Attorney-Adviser
Office of Energy & Transportation
Division of Corporation Finance
United States Securities and Exchange Commission
Washington, DC 20549
Re: Ring Energy, Inc.
Registration Statement on Form S-3
Filed May 4, 2020
File No. 333-237988
Mses. Nguyen and Majmudar:
On behalf of Ring Energy, Inc., a Nevada
corporation (the “Company”), we are submitting this letter in response to the comment letter from the staff
of the Division of Corporation Finance, Office of Energy & Transportation (the “Staff”) of the United States
Securities and Exchange Commission (the “Commission”) dated May 15, 2020 (the “Comment Letter”),
relating to the Company’s Registration Statement on Form S-3, filed with the Commission on May 4, 2020.
This letter, filed in connection with the
Company’s filing of pre-effective Amendment No. 1 to the Registration Statement on Form S-3, sets forth the comments of the
Staff contained in the Comment Letter and the Company’s responses thereto.
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.
Office of Energy & Transportation
Division of Corporation Finance
United States Securities and Exchange Commission
May 15, 2020
Page 2
Response:
The Company has revised the Registration
Statement to specifically incorporate by reference its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.
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 I.B.6. Please also confirm to us your understanding of the size limitations for offerings made under General Instruction
I.B.6.
Response:
The Company has revised the prospectus
cover page to disclose the information required by Instruction 7 to General Instruction I.B.6. The Company acknowledges Staff’s
comment and confirms its 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.
Response:
The Company respectfully advises the Staff
that, at this time, the Company has neither retained a sales agent nor reached any understanding or consensus with respect to the
terms of any sales agreement governing an at the market offering. In light of the foregoing, the Company has removed in its entirety
the separate prospectus for an at the market offering from the Registration Statement.
* * *
Office of Energy & Transportation
Division of Corporation Finance
United States Securities and Exchange Commission
May 15, 2020
Page 3
If Staff should have
any questions or comments regarding this submission or response, please feel free to contact me at 713-646-1395 or Adam Park at
713-646-1319. Thank you for your ongoing courtesy in this matter.
Sincerely,
Mark L. Jones
Partner
cc: Kelly Hoffman; Randy Broaddrick; Adam Park