SEC Comment Letter 0000000000-23-001102 to Opti-Harvest, Inc. (CIK 0001753945)
Opti-Harvest, Inc. (CIK 0001753945)
Date: Feb. 2, 2023 · CIK: 0001753945 · Accession: 0000000000-23-001102
AI Filing Summary & Sentiment
File numbers found in text: 333-267203
Letter
United States securities and exchange commission logo February 2, 2023 Geoffrey Andersen Chief Executive Officer Opti-Harvest, Inc. 1801 Century Park East, Suite 520 Los Angeles, California 90067 Re:Opti-Harvest, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed January 13, 2023 File No. 333-267203 Dear Geoffrey Andersen: 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 October 4, 2022 letter. Amendment No. 1 to Registration Statement on Form S-1 Risk Factors, page 14 1.We note your response to prior comment 1. Please add a risk factor related to the enforcement action by the Division of Enforcement of the SEC and the indictment filed by the Department of Justice against Mr. Destler. Note 2. Significant Accounting Policies Revenue Recognition, page F-33 2.In regard to your rental revenue, please revise to clarify general or material terms of the lease agreements, including duration of the agreements, any minimum purchase commitments, tabular disclosure of the operating lease income and a maturity analysis of
FirstName LastNameGeoffrey Andersen Comapany NameOpti-Harvest, Inc. February 2, 2023 Page 2 FirstName LastName Geoffrey Andersen Opti-Harvest, Inc. February 2, 2023 Page 2 the future lease payments to be received, as applicable. Refer to ASC 842-30-50. Note 4. Rental Equipment, page F-37 3.Please describe or clarify the nature or type of rental equipment purchased. You may contact Joseph Cascarano, Staff Accountant, at (202) 551-3376 or Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding comments on the financial statements and related matters. Please contact Jeff Kauten, Staff Attorney, at (202) 551-3447 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Thomas E. Puzzo, Esq.
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United States securities and exchange commission logo
February 2, 2023
Geoffrey Andersen
Chief Executive Officer
Opti-Harvest, Inc.
1801 Century Park East, Suite 520
Los Angeles, California 90067
Re:Opti-Harvest, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 13, 2023
File No. 333-267203
Dear Geoffrey Andersen:
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 October 4, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1
Risk Factors, page 14
1.We note your response to prior comment 1. Please add a risk factor related to
the enforcement action by the Division of Enforcement of the SEC and the indictment
filed by the Department of Justice against Mr. Destler.
Note 2. Significant Accounting Policies
Revenue Recognition, page F-33
2.In regard to your rental revenue, please revise to clarify general or material terms of the
lease agreements, including duration of the agreements, any minimum purchase
commitments, tabular disclosure of the operating lease income and a maturity analysis of
FirstName LastNameGeoffrey Andersen
Comapany NameOpti-Harvest, Inc.
February 2, 2023 Page 2
FirstName LastName
Geoffrey Andersen
Opti-Harvest, Inc.
February 2, 2023
Page 2
the future lease payments to be received, as applicable. Refer to ASC 842-30-50.
Note 4. Rental Equipment, page F-37
3.Please describe or clarify the nature or type of rental equipment purchased.
You may contact Joseph Cascarano, Staff Accountant, at (202) 551-3376 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Jeff Kauten, Staff
Attorney, at (202) 551-3447 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Thomas E. Puzzo, Esq.