Sunworks, Inc.
1555 Freedom Boulevard
Provo, UT 84604
August 3, 2022
SUBMITTED VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Gregory Herbers
| Re: | Sunworks, Inc. Acceleration Request |
Registration Statement on Form S-3
File No. 333-265336
| Requested Date: | August 5, 2022 | |
| Requested Time: | 5:00 P.M. Eastern Time |
Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), Sunworks, Inc., a Delaware corporation (the “Company”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Registration Statement on Form S-3 effective at the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable.
Should the Commission have any questions regarding this acceleration request, please do not hesitate to contact Christopher D. Ivey, an attorney with the Company’s outside legal counsel, Stradling Yocca Carlson & Rauth, P.C., via telephone at (949) 725-4121 or via email at civey@stradlinglaw.com.
| Sincerely, | |
| SUNWORKS, INC. | |
| /s/ Gaylon Morris | |
| Gaylon Morris | |
| Chief Executive Officer |
cc:
Stradling Yocca Carlson & Rauth, P.C.
Christopher D. Ivey, Esq.
