United States securities and exchange commission logo
February 9, 2023
Richard Murphy
Chief Executive Officer
Enservco Corporation
14133 County Rd 9
Longmont, CO 80504
Re: Enservco
Corporation
Amendment No. 1 to
Registration Statement on Form S-1
Filed February 7,
2023
File No. 333-269265
Dear Richard Murphy:
We have reviewed your amended registration statement and have the
following
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.
Unless we note
otherwise, our references to prior comments are to comments in our
January 31, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed February 7,
2023
Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
33
1. Please note that this
section should cover the same two year period covered in the
financial statements
and any relevant interim periods. See Instruction No. 1 to Item
303(b) of Regulation
S-K. Please revise this section to compare the results of operations
for fiscal year ended
December 31, 2021 to fiscal year ended December 31, 2020.
Richard Murphy
FirstName LastNameRichard Murphy
Enservco Corporation
Comapany9,NameEnservco
February 2023 Corporation
February
Page 2 9, 2023 Page 2
FirstName LastName
General
2. We note that you have omitted the number of shares to be offered,
pricing-related
information, as well as other information from this filing. In your
next amendment please
include all information that may not be excluded pursuant to Rule
430A, including the
number of shares to be offered. In addition, provide omitted
disclosure related to
use of proceeds, capitalization, and dilution based on your assumed
offering price.
3. Please have counsel revise the legal opinion to refer to the total
number of shares being
offered rather than a dollar amount. Please also have counsel revise
the legal opinion to
additionally opine as to New York law. In this regard, we note the
legal opinion filed
is limited to the General Corporation Law of the State of Delaware and
the federal laws of
the United States of America. However, Section 5.9 of the form of
Securities Purchase
Agreement at Exhibit 4.5 states that questions concerning the
construction, validity,
enforcement and interpretation of the Transaction Documents, including
the Pre-Funded
Warrants and Common Warrants, shall be governed by and construed and
enforced in
accordance with the internal laws of the State of New York.
Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 or Irene
Barberena-
Meissner, Staff Attorney, at (202) 551-6548 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Energy
& Transportation
cc: Douglas T. Holod