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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

AI Filing Summary & Sentiment

File numbers found in text: 333-237988

Date
May 15, 2020
Author
Mark L. Jones
Form
CORRESP
Company
RING ENERGY, INC. (REI) (CIK 0001384195)

Letter

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

Show Raw Text
CORRESP
1
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