Correspondence 0001641172-25-015931 from Opti-Harvest, Inc. (CIK 0001753945)
Opti-Harvest, Inc. (CIK 0001753945)
Date: June 20, 2025 · CIK: 0001753945 · Accession: 0001641172-25-015931
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-12560
Referenced dates: March 28, 2025
Letter
VIA EDGAR Office of Technology Division of Corporation Finance United States Securities and Exchange Commission Re: Opti-Harvest, Inc. Amendment No. 1 to Offering Statement on Form 1-A Filed March 12, 2025 File No. 024-12560
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 dated March 28, 2025, with respect to the above referenced Offering Statement on Form 1-A.
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 Offering Statement on Form 1-A, filed concurrently with the submission of this letter in response to the Staff's comments.
Amendment No. 1 to Offering Statement on Form 1-A
Cover Page
1. We note your response to prior comment two regarding the conversion provisions of your Series B 10% Convertible Preferred Stock. We note that you provide an illustrative example of how many shares of common stock that your Series B 10% Convertible Preferred Stock may be converted into, depending on certain assumptions, and noting that the each share of your preferred stock will cost $1,200. We note that your offering price is $2,500 per share, not $1,200, for your Series B 10% Convertible Preferred Stock. Please revise your calculation using your offering price.
Company response : The Company has revised its disclosure on the prospectus cover page in compliance with this comment.
Summary
Our Technology and Products, page 5
2. We note that your response to prior comment six regarding your references to AI and machine learning throughout your Offering Circular. Please clarify whether your references to "AI" on pages 7-8, 48-49, 53, and 61 refer to Agricultural Intelligence or Artificial Intelligence. If you are referring to Artificial Intelligence, please define what you mean by Artificial Intelligence and whether you currently have any internally developed Artificial Intelligence software.
Company response : The Company has added the requested disclosure to the cover page.
Securities and Exchange Commission
Page 2 of 2
June 19, 2025
General
3. We note your response to prior comment 13. Please tell us the date you terminated or completed the Reg. D offering.
Company response : The referenced Reg. D offering was completed and terminated on November 14, 2024.
Additionally, please note that the Company has also included its audited financial statements for the fiscal year ended December 31, 2024.
Please contact the undersigned with any questions or comments.
Very
truly yours,
LAW
OFFICES OF THOMAS E. PUZZO, PLLC
Show Raw Text
CORRESP 1 filename1.htm Law Offices of Thomas E. Puzzo, PLLC 3823 44th Ave. NE Seattle, Washington 98105 Telephone: (206) 522-2256 E-mail: tpuzzo@puzzolaw.com June 19, 2025 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 Offering Statement on Form 1-A Filed March 12, 2025 File No. 024-12560 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 dated March 28, 2025, with respect to the above referenced Offering Statement on Form 1-A. 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 Offering Statement on Form 1-A, filed concurrently with the submission of this letter in response to the Staff's comments. Amendment No. 1 to Offering Statement on Form 1-A Cover Page 1. We note your response to prior comment two regarding the conversion provisions of your Series B 10% Convertible Preferred Stock. We note that you provide an illustrative example of how many shares of common stock that your Series B 10% Convertible Preferred Stock may be converted into, depending on certain assumptions, and noting that the each share of your preferred stock will cost $1,200. We note that your offering price is $2,500 per share, not $1,200, for your Series B 10% Convertible Preferred Stock. Please revise your calculation using your offering price. Company response : The Company has revised its disclosure on the prospectus cover page in compliance with this comment. Summary Our Technology and Products, page 5 2. We note that your response to prior comment six regarding your references to AI and machine learning throughout your Offering Circular. Please clarify whether your references to "AI" on pages 7-8, 48-49, 53, and 61 refer to Agricultural Intelligence or Artificial Intelligence. If you are referring to Artificial Intelligence, please define what you mean by Artificial Intelligence and whether you currently have any internally developed Artificial Intelligence software. Company response : The Company has added the requested disclosure to the cover page. Securities and Exchange Commission Page 2 of 2 June 19, 2025 General 3. We note your response to prior comment 13. Please tell us the date you terminated or completed the Reg. D offering. Company response : The referenced Reg. D offering was completed and terminated on November 14, 2024. Additionally, please note that the Company has also included its audited financial statements for the fiscal year ended December 31, 2024. 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 Opti-Harvest, Inc.