Correspondence 0001493152-23-001388 from Opti-Harvest, Inc. (CIK 0001753945)
Opti-Harvest, Inc. (CIK 0001753945)
Date: Jan. 13, 2023 · CIK: 0001753945 · Accession: 0001493152-23-001388
AI Filing Summary & Sentiment
File numbers found in text: 333-267203
Referenced dates: October 4, 2022
Letter
Law Offices of Thomas E. Puzzo, PLLC
44th Ave. NE
Seattle, Washington 98105
Telephone: (206) 522-2256
E-mail: tpuzzo@puzzolaw.com
January 13, 2023
VIA EDGAR
Office of Technology
Division of Corporation Finance
United States Securities and Exchange Commission
F Street, NE
Washington, DC 20549
Re: Opti-Harvest, Inc.
Registration Statement on Form S-1
Filed August 31,
File No. 333-267203
Ladies and Gentlemen:
On behalf of our client, Opti-Harvest, Inc. (the “Company”), set forth below are responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated October 4, 2022, with respect to the above referenced Registration Statement on Form S-1.
The text of the Staff’s comments is set forth in bold italics below, followed in each case by the Company’s response. Please note that all references to page numbers in the responses refer to the page numbers of the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed concurrently with the submission of this letter in response to the Staff’s comments.
Registration Statement on Form S-1
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Recent Trends - Market Conditions, page 41
1. Please update your discussion of recent trends and market conditions as of a recent practicable date and include a discussion here and in the risk factors section of the enforcement action by the Division of Enforcement of the SEC against your chief executive officer.
Company response: The Company has updated its disclosure under the discussion of Recent Trends and Market Conditions heading on page 41. Additionally, on page 4, the Company has added a Recent Events section on page 4, summarizing recent changes at the Company, which includes a summary of Securities and Exchange Commission and Department of Justice litigation against Jonathan Destler, the resignation of Jonathan Destler as a director and officer of the Company, the appointment of Geoffrey Andersen as the Company’s new Chief Executive Officer, and the creation of a voting trust into which Mr. Destler has placed all of his shares of common stock and Series A Preferred Stock, under which Jeffrey Klausner, the sole member of the board of directors has voting control.
General
2. Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.
Securities and Exchange Commission
Page 2 of 2
January 13, 2023
Company response: The Company respectfully advises the Staff that there are no written communications, as defined in Rule 405 under the Securities Act, that have been presented to potential investors by the Company or anyone authorized to do so on the Company’s behalf in reliance on Section 5(d) of the Securities Act of 1933, as amended. To the extent that such materials are presented to potential investors by the Company or anyone authorized to do so on the Company’s behalf, the Company will supplementally provide copies to the Staff.
Please contact the undersigned with any questions or comments.
Very
truly yours,
LAW
OFFICES OF THOMAS E. PUZZO, PLLC
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Law
Offices of Thomas E. Puzzo, PLLC
3823
44th Ave. NE
Seattle,
Washington 98105
Telephone:
(206) 522-2256
E-mail:
tpuzzo@puzzolaw.com
January
13, 2023
VIA
EDGAR
Office
of Technology
Division
of Corporation Finance
United
States Securities and Exchange Commission
100
F Street, NE
Washington, DC 20549
Re: Opti-Harvest,
Inc.
Registration Statement
on Form S-1
Filed August 31,
2022
File No.
333-267203
Ladies
and Gentlemen:
On
behalf of our client, Opti-Harvest, Inc. (the “Company”), set forth below are responses to the comments of the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated October 4, 2022, with
respect to the above referenced Registration Statement on Form S-1.
The
text of the Staff’s comments is set forth in bold italics below, followed in each case by the Company’s response. Please
note that all references to page numbers in the responses refer to the page numbers of the Company’s Amendment No. 1 to Registration
Statement on Form S-1 filed concurrently with the submission of this letter in response to the Staff’s comments.
Registration
Statement on Form S-1
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
Recent
Trends - Market Conditions, page 41
1. Please
update your discussion of recent trends and market conditions as of a recent practicable
date and include a discussion here and in the risk factors section of the enforcement action
by the Division of Enforcement of the SEC against your chief executive officer.
Company
response: The Company has updated its disclosure under the discussion of Recent Trends and Market Conditions heading on page 41.
Additionally, on page 4, the Company has added a Recent Events section on page 4, summarizing recent changes at the Company, which includes
a summary of Securities and Exchange Commission and Department of Justice litigation against Jonathan Destler, the resignation of Jonathan
Destler as a director and officer of the Company, the appointment of Geoffrey Andersen as the Company’s new Chief Executive Officer,
and the creation of a voting trust into which Mr. Destler has placed all of his shares of common stock and Series A Preferred Stock,
under which Jeffrey Klausner, the sole member of the board of directors has voting control.
General
2. Please
supplementally provide us with copies of all written communications, as defined in Rule 405
under the Securities Act, that you, or anyone authorized to do so on your behalf, present
to potential investors in reliance on Section 5(d) of the Securities Act, whether or not
they retain copies of the communications.
Securities
and Exchange Commission
Page
2 of 2
January
13, 2023
Company
response: The Company respectfully advises the Staff that there are no written communications,
as defined in Rule 405 under the Securities Act, that have been presented to potential investors by the Company or anyone authorized
to do so on the Company’s behalf in reliance on Section 5(d) of the Securities Act of 1933, as amended. To the extent that such
materials are presented to potential investors by the Company or anyone authorized to do so on the Company’s behalf, the Company
will supplementally provide copies to the Staff.
Please
contact the undersigned with any questions or comments.
Very
truly yours,
LAW
OFFICES OF THOMAS E. PUZZO, PLLC
/s/
Thomas E. Puzzo
Thomas
E. Puzzo
cc:
Joseph
Cascarano
Robert
Littlepage
Priscilla
Dao
Jeff
Kauten
Securities and Exchange Commission
Geoffrey
Andersen
Steven
Handy
Opti-Harvest, Inc.
Andrew
M. Tucker
Nelson Mullins Riley & Scarborough LLP