Correspondence 0001493152-23-003504 from Opti-Harvest, Inc. (CIK 0001753945)
Opti-Harvest, Inc. (CIK 0001753945)
Date: Feb. 3, 2023 · CIK: 0001753945 · Accession: 0001493152-23-003504
AI Filing Summary & Sentiment
File numbers found in text: 333-267203
Letter
VIA EDGAR Office of Technology Division of Corporation Finance United States Securities and Exchange Commission Re: Opti-Harvest, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed January 13, 2023 File No. 333-267203
Dear Sir or Madam:
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 February 2, 2023, 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. 2 to Registration Statement on Form S-1 filed concurrently with the submission of this letter in response to the Staff’s comments.
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.
Company response: The Company has added a risk factor entitled, “Our business could suffer if our former Chief Executive Officer and director, Jonathan Destler, loses his civil ligation with the SEC and/or criminal litigation with the US” on page 17.
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 the future lease payments to be received, as applicable. Refer to ASC 842-30-50.
Company response: The Company has added the requested disclosure under the heading “Note 2. Significant Accounting Policies” on page F-33.
Note 4. Rental Equipment, page F-37
3. Please describe or clarify the nature or type of rental equipment purchased.
Company response: The Company has added the requested disclosure under the heading “Note 2. Significant Accounting Policies” on page F-37.
Additionally, the Company has added risk disclosure in response to Staff comment number 2 under the heading “Note 10 – Commitments and Contingencies” on page F-43, and private financing disclosure under the heading “Note 12 – Subsequent Events” on page F-46 and Item 14 on page II-2.
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
February
3, 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.
Amendment
No. 1 to Registration Statement on Form S-1
Filed
January 13, 2023
File
No. 333-267203
Dear
Sir or Madam:
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 February 2, 2023, 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. 2 to Registration
Statement on Form S-1 filed concurrently with the submission of this letter in response to the Staff’s comments.
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.
Company
response: The Company has added a risk factor entitled, “Our business could suffer if our former Chief Executive Officer and
director, Jonathan Destler, loses his civil ligation with the SEC and/or criminal litigation with the US” on page 17.
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 the
future lease payments to be received, as applicable. Refer to ASC 842-30-50.
Company
response: The Company has added the requested disclosure under the heading “Note 2. Significant Accounting Policies”
on page F-33.
Note
4. Rental Equipment, page F-37
3.
Please describe or clarify the nature or type of rental equipment purchased.
Company
response: The Company has added the requested disclosure under the heading “Note 2. Significant Accounting Policies”
on page F-37.
Additionally,
the Company has added risk disclosure in response to Staff comment number 2 under the heading “Note 10 – Commitments and
Contingencies” on page F-43, and private financing disclosure under the heading “Note 12 – Subsequent Events”
on page F-46 and Item 14 on page II-2.
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