Sunworks, Inc.
1030 Winding Creek Road, Suite 100
Roseville, California 95678
May 29, 2019
SUBMITTED VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Joshua Shainess
| Re: | Sunworks, Inc. Acceleration Request | |
| Registration Statement on Form S-3 | ||
| Filed May 21, 2019 | ||
| File No. 333-231653 |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 P.M. Eastern Time on May 31, 2019.
Should the Securities and Exchange Commission have any questions regarding this acceleration request, please do not hesitate to contact Christopher D. Ivey, an attorney with the undersigned’s outside legal counsel, Stradling Yocca Carlson & Rauth, P.C., via telephone at (949) 725-4121 or via email at civey@sycr.com. We respectfully request that you contact Mr. Ivey via telephone as soon as the Registration Statement has been declared effective.
| Sincerely, | |
| SUNWORKS, INC. | |
| /s/ Charles Cargile | |
| Charles Cargile | |
| Chief Executive Officer & President |
cc:
Stradling Yocca Carlson & Rauth, P.C.
Christopher D. Ivey, Esq.
