SecProbe.io

February 20, 2025
Geoffrey Andersen
Chief Executive Officer
Opti-Harvest, Inc.
2121 Avenue of the Stars
Los Angeles, CA 90067
Re:Opti-Harvest, Inc.
Offering Statement on Form 1-A
Filed January 27, 2025
File No. 024-12560
Dear Geoffrey Andersen:
            We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 offering statement and the information you
provide in response to this letter, we may have additional comments.
Offering Statement on Form 1-A
Cover Page
1.Please disclose the terms of your redemption rights and add a risk factor that
addresses how the purchasers of your Series B Convertible Preferred Stock may not
realize potential market gains from the offering price due to this provision.
2.Please disclose the conversion rates or ratios for your Series B Convertible Preferred
Stock and clarify how many shares of common stock each preferred share may be
converted into under each condition, as well as the total approximate number of
common stock shares issuable upon conversion. Also, please clarify, where
appropriate, how fractional shares are treated.
Summary
Recent Events, page 3
You indicate that the criminal Indictment against Mr. Destler has been dismissed on
December 2, 2024. Please provide an update as to this litigation, such as whether such
dismissal is under appeal, or if the appeals period has lapsed or still pending. Further, 3.

February 20, 2025
Page 2
clarify that although the criminal Indictment has been dismissed by the Federal
District Court, the civil securities fraud claims by the SEC were stayed upon the
resolution of the criminal case. Clarify whether the civil trial is still stayed as to Mr.
Destler and may not be resolved until after the trial and criminal prosecution of the
remaining defendants has completed.
4.To the extent the civil SEC securities fraud investigation is still ongoing with respect
to Mr. Destler, please provide an explanation as to whether an adverse order or
judgment against Mr. Destler may implicate the bad actor provisions of Regulations A
and D, should Mr. Destler become a member of management or a significant
stockholder. Clarify the implications to Mr. Destler and you upon an adverse decision,
such as making it difficult to for you raise future funds through exempted offerings,
obtain listing for your securities, etc.  Your risk factors section should address these
issues as well.
5.With respect to the Voting Trust Agreement, please clarify that it may be ongoing,
perhaps for years, while the SEC civil litigation is pending. Further, please clarify the
current role of Messrs. Destler and Danks, if any, with your company, such as
operations, strategic planning and policy, and corporate governance. For example, it is
unclear whether Mr. Klausner consults or is significantly influenced by Mr. Destler
prior to any vote or any significant action Mr. Klausner performs as the sole director.
Our Technology and Products, page 5
6.We note that you have many references to AI and machine learning throughout your
Offering Circular, and how you also prominently use the term Agricultural
Intelligence. Please clarify whether you are referring to Artificial Intelligence or
Agricultural Intelligence, and if you mean Artificial Intelligence or both, please
provide more detailed information as to how your platform and products use Artificial
Intelligence and whether such uses are developed in-house or are third-party tools
from other vendors or open-source providers.
The Offering, page 11
7.On pages 11 and 80, you reference that your Series B Convertible Preferred Stock will
pay an annual interest payment of 10%. Please clarify whether you mean a 10%
annual dividend payment upon these shares of equity.
8.Your disclosure on page 11 that each Series B stockholder will receive the equivalent
of 1 vote per share of common stock into which such holder's shares would be
convertible on the record date of the vote is inconsistent with your disclosure on page
12 where you indicate that Series B stockholders will receive one vote per share.
Please reconcile.
Plan of Distribution, page 41
9.Please clarify here and on your cover page that your offering is being made on a best-
efforts basis and you have not engaged a placement agent. We note that in footnote (1)
on page 39, you reference placement agent fees as part of your offering expenses. To
extent that a placement agent is engaged for this offering, please revise as appropriate.

February 20, 2025
Page 3
10.Please revise to clarify whether Mr. Destler will be promoting and making offers for
the sale of shares in this offering. We note, for example, that he is listed as your
Founder and Chairman in your investment solicitation website at
https://investinoptiharvest.com/#section-aDwxOfkfYk.
11.Please advise us whether you have circulated or plan on circulating Testing-the-Water
Material or general solicitation material pursuant to Rule 255 of Regulation A. If so,
please either file such material as exhibits or supplementally provide such materials to
the staff. Refer to Item 17(13) of Part III of Form 1-A.
General
12.Throughout your Offering Circular and on your website, you reference that Mr.
Destler is your founder and Chairman of the Board, at times referencing him as your
“current Chairman.” But on pages 4, 64, and 79, you indicate that Mr. Destler has
resigned as a director. If Mr. Destler is no longer a director, references to him being
the “Chairman” of the board appear inaccurate. Please revise your disclosure and any
Testing-the-Waters or solicitation materials as appropriate.
13.On your investment solicitation website at https://investinoptiharvest.com/#section-
aDwxOfkfYk, it appears that you have a concurrent Reg. D offering of common stock
for up to $2 million. Please provide an analysis as to why this offering should not be
integrated with your Reg. A offering pursuant to Rule 152 of Regulation A.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff. We also remind you that, following qualification of your Form 1-A,
Rule 257 of Regulation A requires you to file periodic and current reports, including a Form
1-K which will be due within 120 calendar days after the end of the fiscal year covered by the
report.
            Please contact Edwin Kim at 202-551-3297 or Jeff Kauten at 202-551-3447 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Thomas E. Puzzo, Esq.