As filed with the Securities and Exchange Commission on February 8, 2023.
Registration No. 333-267203
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OPTI-HARVEST, INC.
(Exact name of registrant as specified in its charter)
Delaware | 8742 | 81-3007305 | ||
(State or Other Jurisdiction of | (Primary Standard Industrial | (IRS Employer | ||
Incorporation or Organization) | Classification Number) | Identification Number) |
1801 Century Park East, Suite 520
Los Angeles, California 90067
(310) 788-0200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Geoffrey Andersen
Chief Executive Officer
Opti-Harvest, Inc.
1801 Century Park East, Suite 520
Los Angeles, California 90067
(310) 788-0200
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Thomas E. Puzzo, Esq. Law Offices of Thomas E. Puzzo, PLLC 3823 44th Ave. NE Seattle, Washington 98105 (206) 522-2256 | Andrew M. Tucker, Esq. Nelson Mullins Riley & Scarborough LLP 101 Constitution Avenue, NW, Suite 900 Washington, D.C. 20001 (202) 689-2933 |
Approximate date of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Opti-Harvest, Inc. is filing this Amendment No. 3 to its Registration Statement on Form S-1 (File No. 333-267203) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
Item 16. Exhibits and Financial Statement Schedules
The following exhibits are filed as part of this registration statement:
** previously field
# Indicates management contract or compensatory plan.
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Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Los Angeles, California, on February 8, 2023.
OPTI-HARVEST, INC. | ||
By: | /s/ Geoffrey Andersen | |
Name: | Geoffrey Andersen | |
Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement was signed by the following persons in the capacities and on the dates stated.
Dated: February 8, 2023 | By: | /s/ Geoffrey Andersen |
Name: | Geoffrey Andersen | |
Title: | Chief Executive Officer (principal executive officer) | |
Dated: February 8, 2023 | By: | /s/ Steve Handy |
Name: | Steve Handy | |
Title: | Chief Financial Officer (principal accounting officer and principal financial officer) | |
Dated: February 8, 2023 | By: | /s/ Jeffrey Klausner |
Name: | Jeffrey Klausner | |
Title: | Director |
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