SEC Info - Opti-Harvest, Inc. - ‘10-Q’ for 3/31/23

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		Alternative Formats (Word, et al.) Condensed Balance Sheets -- March 31, 2023 (Unaudited) and December 31, 2022 Condensed Financial Statements Condensed Statements of Cash Flows for the three months ended March 31, 2023 and 2022 (Unaudited) Condensed Statements of Changes in Stockholders' Deficiency for the three months ended March 31, 2023 and 2022 (Unaudited) Condensed Statements of Operations for the three months ended March 31, 2023 and 2022 (Unaudited) Controls and Procedures Defaults Upon Senior Securities Exhibits Financial Information Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations March 31, 2023 (Unaudited) and December 31, 2022 Mine Safety Disclosures Notes to Condensed Financial Statements three months ended March 31, 2023 and 2022 (Unaudited) Other Information Part I -- Financial Information Part Ii -- Other Information Quantitative and Qualitative Disclosures About Market Risk Risk Factors Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Part I -- Financial Information
"	Item 1. Condensed Financial Statements
"	Condensed Balance Sheets -- March 31, 2023 (Unaudited) and December 31, 2022
"	Condensed Statements of Operations for the three months ended March 31, 2023 and 2022 (Unaudited)
"	Condensed Statements of Changes in Stockholders' Deficiency for the three months ended March 31, 2023 and 2022 (Unaudited)
"	Condensed Statements of Cash Flows for the three months ended March 31, 2023 and 2022 (Unaudited)
"	Notes to Condensed Financial Statements three months ended March 31, 2023 and 2022 (Unaudited)
"	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 3. Quantitative and Qualitative Disclosures About Market Risk
"	Item 4. Controls and Procedures
"	Part Ii -- Other Information
"	Item 1. Legal Proceedings
"	Item 1A. Risk Factors
"	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
"	Item 3. Defaults Upon Senior Securities
"	Item 4. Mine Safety Disclosures
"	Item 6. Exhibits

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i ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

i ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Former name, former address and former fiscal year, if changed since last report)

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: There were i 24,035,368 shares of common stock outstanding as of May 17, 2023.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. i Yes ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). i Yes ☒ NO ☐

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 pursuant to Section 13(a) of the Exchange Act i ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ i No ☒

This Annual Report contains forward-looking statements that involve risks and uncertainties. These forward-looking statements are not historical facts but rather are plans and predictions based on current expectations, estimates, and projections about our industry, our beliefs, and assumptions.

We use words such as “may,” “will,” “could,” “should,” “anticipate,” “expect,” “intend,” “project,” “plan,” “believe,” “seek,” “assume,” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You should not place undue reliance on these forward-looking statements because the matters they describe are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Our forward-looking statements are based on the information currently available to us and speak only as of the date on which they were made. Over time, our actual results, performance, or achievements may differ from those expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our security holders. Except as required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. Factors that could materially affect these forward-looking statements and/or predictions include, among other things: (i) the development and protection of our brands and other intellectual property, (ii) the need to raise capital to meet business requirements, (iii) significant fluctuations in marketing expenses, (iv) the ability to achieve and expand significant levels of revenues, or recognize net income, from the sale of our products, (v) management’s ability to attract and maintain qualified personnel necessary for the development and commercialization of its planned products, (vi) the impact of the COVID-19 pandemic on our business, suppliers, consumers, customers, and employees or the overall economy, and (vii) other information that may be detailed from time to time in the Company’s filings with the United States Securities and Exchange Commission (“SEC”). Please consider our forward-looking statements in light of those risks as you read this Quarterly Report.

The accompanying notes are an integral part of these condensed financial statements.

(Amounts rounded to nearest thousands, except share and per share amounts)
(Unaduited)

The accompanying notes are an integral part of these condensed financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations is designed to provide a reader of the financial statements with a narrative report on our financial condition, results of operations, and liquidity. This discussion and analysis should be read in conjunction with the attached unaudited Condensed Consolidated Financial Statements and notes thereto and our Annual Report on Form 10-K for the year ended December 31, 2022, including the audited Financial Statements and notes thereto. The following discussion contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions. Our actual results could differ materially from those discussed in the forward-looking statements. Please also see the cautionary language at the beginning of this Quarterly Report regarding forward-looking statements.

Litigation against Jonathan Destler, our former Chief Executive Officer and former director, and Don Danks, a former director

On September 30, 2022, a Complaint (the “Complaint”), captioned Securities and Exchange Commission vs. David Stephens, Donald Linn Danks, Jonathan Destler and Robert Lazarus, and Daniel Solomita and 8198381 Canada, Inc., as relief defendants, Case No. ‘22CV1483AJB DEB, was filed in the United States District Court, Southern District of California. In general, the Complaint alleges that Jonathan Destler, a co-founder and our former Chairman and Chief Executive Officer, and current employee, and Donald Danks, a co-founder, former director, and former employee, were part of a control group that committed securities fraud in connection with the purchase and sale of securities of Loop Industries, Inc., a Nasdaq-listed company.

On November 22, 2022, an Indictment (the “Indictment”), captioned United States of America v. David Stephens, Donald Danks, Jonathan Destler and Robert Lazarus, Case No. ‘22CR2701 BAS, was filed in the United States District Court, Southern District of California. In general, the Indictment alleges that Mr. Destler and Mr. Danks conspired to and committed securities fraud, based on the same allegations in the Complaint. The indictment also alleges that Donald Danks engaged in money laundering.

Furthermore, the Complaint and the Indictment allege that Mr. Destler and Mr. Danks were part of a control group consisting of four other persons (David Stephens, Jonathan Destler, Don Danks and Robert Lazarus) who used a third person to make an unregistered offering of securities. The third person is a deceased former-stockholder of Opti-Harvest, whose Opti-Harvest shares are now held by his estate.

Transfer of Voting Control of Mr. Destler’s Opti-Harvest Shares to Opti-Harvest

Although Mr. Destler (and Mr. Danks, who on January 9, 2023, resigned as an employee of Opti-Harvest) have denied to Opti-Harvest the claims made against them in the Complaint and the Indictment, Mr. Destler agreed to resign his positions as a director, Chief Executive Officer, President and Secretary with Opti-Harvest, and transfer voting control (while retaining ownership) of his shares of common stock and Series A Preferred Stock, to the board of directors of Opti-Harvest. Accordingly, Jeffrey Klausner, Opti-Harvest’s, sole director is the sole trustee of a Voting Trust Agreement, dated December 23, 2022, by and among Opti-Harvest, Inc., Mr. Destler, entities Mr. Destler controls, Mr. Destler’s spouse, and Mr. Klausner, pursuant to which Mr. Klausner, on behalf of Opti-Harvest, votes Mr. Destler’s shares of common stock and Series A Preferred Stock.

It should be noted that the term “Trust” in the title “Voting Trust Agreement” is used for naming convention only, and no trust, as an entity, has been created in connection with the Voting Trust Agreement. Accordingly, Mr. Klausner, as the trustee under the Voting Trust, does not owe any fiduciary duty to Mr. Destler, his affiliated entities, or his spouse, under the Voting Trust Agreement. Mr. Klausner’s sole duty under the Voting Trust Agreement is to vote Mr. Destler’s beneficial ownership in Opti-Harvest securities.

Under the Voting Trust Agreement, Mr. Destler had agreed and consented to the appointment of any member of our board of directors to be appointed a trustee under the Voting Trust Agreement. Therefore, future members of our board of directors may become a trustee under the Voting Trust Agreement. Whether any future member of our board of directors may become a trustee under the Voting Trust Agreement would depend on whether any such new director would want to and agree to becoming a trustee under the Voting Trust Agreement.

The Voting Trust Agreement terminates on the first to occur of (i) final disposition of the proceedings related to the Complaint and the Indictment, or (ii) mutual agreement of Opti-Harvest and Mr. Destler.

The filing of the Complaint and the Indictment caused our board of directors to ask external legal counsel, who is also counsel to Opti-Harvest in its initial public offering, to conduct an investigation to determine whether Mr. Destler and/or Mr. Danks have any plan, agreement, arrangement or understanding to commit any act which could be construed as securities fraud in connection with Opti-Harvest and its initial public offering. Our legal counsel conducted an internal investigation into whether any officer, director or employee of Opti-Harvest has, or is aware of, any plan, agreement, arrangement or understanding to (i) manipulate the price or trading volume of common stock or other securities of Opti-Harvest, or (ii) publish or otherwise disseminate false, untrue, or misleading information, or information with material omissions of fact, about or otherwise regarding Opti-Harvest. Our legal counsel concluded, based verbal interviews with Mr. Destler, Mr. Danks, and each officer and director of Opti-Harvest, and based on written responses from each of officers, our director and our employees (including Mr. Destler and Mr. Danks), that there does not exist any plan, agreement, arrangement or understanding to (i) manipulate the price or trading volume of common stock or other securities of Opti-Harvest, or (ii) publish or otherwise disseminate false, untrue, or misleading information, or information with material omissions of fact, about or otherwise regarding Opti-Harvest.

In connection with the filing of the Complaint and the Indictment, and the agreement of Mr. Destler to transfer voting control of his voting securities of Opti-Harvest to Mr. Klausner under the Voting Trust Agreement, our board of directors appointed Geoffrey Andersen as our Chief Executive Officer, effective December 8, 2022. Mr. Andersen had previously, since July 14, 2021, served as a member of our Advisory Board. In his advisory capacity to us, Mr. Andersen worked closely with Opti-Harvest on all facets of growing our business and strategy, including government relations, building financial models, product development, technology development, marketing, and general business strategy, which allowed Mr. Andersen to not only garner a great deal of information about, and be part of, our business and operations, but to also be the lightning rod for our long-term business strategy. This and his 25-year career serving in multiple leadership and business development roles at agriculture-related businesses, led to the board of directors asking Mr. Andersen to serve as our Chief Executive Officer, which he has agreed to do, for a term of two years, stating that he believed in the viability of our business.

Opti-Harvest is an agricultural innovation company with products backed by a portfolio of patented and patent pending technologies focused on solving several critical challenges faced by agribusinesses: maximizing crop yield, accelerating crop growth, optimizing land and water resources, reducing labor costs and mitigating negative environmental impacts.

Our advanced agriculture technology (Opti-Filter™) and precision farming (Opti-View™) platforms, enable commercial growers and home gardeners to harness, optimize and better utilize sunlight, the planet’s most fundamental and renewable natural resource.

Our sustainable agricultural technology platform is powered by the sun. It maximizes a free and renewable resource with no need for additional chemicals or fertilizers.

From inception in 2016 through the present date, we have made substantial investments in building our intellectual property portfolio, developing, and optimizing our product designs, and conducting over 65 multi-year field trials to test and measure the effectiveness of our products. Based on our field trials and the positive feedback from our partners, we began commercializing our Opti-Gro and ChromaGro products in the first half of 2021, our Opti-Shield and Opti-Panel products late in the first half of 2022, and we plan to commercialize our Opti-Skylight products in the first half of 2023. Our Opti-View product is currently in our research and development phase with an anticipated commercial offering in the second half of 2023. We remain focused on developing new products and enhancing existing products.

With the recent commercialization of several of our products, we are making significant investments in sales and marketing, tooling to manufacture our products, and infrastructure investments to meet planned customer demand. We will also incur additional expenses generally associated with being a publicly traded company, including the cost of regulatory compliance, director fees, insurances, investor relations, upgraded systems, and enhanced internal controls.

During the period ended March 31, 2023, the COVID-19 pandemic continued to impact our operating results and the Company anticipates a residual effect for the balance of the year. In addition, the pandemic could cause reduced demand for our products if, for example, the pandemic results in a recessionary economic environment which negatively effects the consumers who purchase our products. Based on the recent increase in demand for our products, we believe that over the long term, there will continue to be strong demand for our products.

Although the U.S. economy continued to grow during the first half of 2022, the continuing impact of the COVID-19 pandemic, higher inflation, the actions by the Federal Reserve to address inflation, and rising energy prices create uncertainty about the future economic environment which will continue to evolve and may impact our business in future periods. We have experienced supply chain challenges, including increased lead times, as well as inflation of raw materials, logistics and labor costs due to availability constraints and high demand. Although we regularly monitor companies in our supply chain, and use alternative suppliers when necessary and available, supply chain constraints could cause a disruption in our ability to obtain raw materials required to manufacture our products and adversely affect our operations. We expect the inflationary trends and supply chain pressures to continue throughout the remainder of 2023.

Through March 31, 2023, the Company experienced elevated freight costs as a result of a higher transportation market as the capacity in the freight market has not kept up with demand. The Company believes these challenges will continue throughout the year. In addition, the Company experienced increases in the pricing of its raw materials and delays in procuring raw materials. The disruption caused by labor shortages, significant raw material cost inflation, logistics issues and increased freight costs, and ongoing port congestion, resulted in suppressed margins. The Company anticipates a continued impact throughout 2023.

Our ability to operate without significant incremental negative operational impact from the COVID-19 pandemic will in part depend on our ability to protect our employees and protect our supply chain. The Company has endeavored to follow the recommended actions of government and health authorities to protect our employees. Since the inception of the COVID-19 pandemic and through March 31, 2023, we maintained the consistency of our operations during the onset of the COVID-19 pandemic. We will continue to innovate in managing our business, coordinating with our employees and suppliers to do our part in the infection prevention and remain flexible in responding to our customers and suppliers. However, the uncertainty resulting from the pandemic could result in an unforeseen disruption to our workforce and supply chain (for example an inability of a key supplier or transportation supplier to source and transport materials) that could negatively impact our operations.

We have not observed any material impairments of our assets or a significant change in the fair value of our assets due to the COVID-19 pandemic.

Results of Operations for the Three Months Ended March 31, 2023 Compared to the Three Months Ended March 31, 2022

Our revenues were $24,000 and $1,000 for the three months ended March 31, 2023 and 2022, respectively. Beginning in second half of 2022, we began offering our customers the option to rent our products for a monthly fee per unit, generating $19,000, or 79% of our revenues during the three months ended March 31, 2023.

Cost of revenues represent the cost to manufacture our products sold, depreciation expense related to our rental equipment sales, and changes in our inventory reserves. Cost of revenues was $23,000 and $1,000 for the three months ended March 31, 2023 and 2022, respectively.

Operating expenses include selling, general and administrative expenses, research and development costs, and impairment of rental equipment costs.

Our selling, general and administrative expenses increased approximately $84,000 to $2.3 million during the three months ended March 31, 2023, compared to $2.2 million for the three months ended March 31, 2022. The increase in selling, general and administrative expenses was primarily due to increased stock-based compensation expenses of $160,000 offset by a $91,000 decrease in marketing expenses. The remaining increase in our selling, general and administrative expenses of $15,000 was from routine fluctuations in our operating accounts to support our operations.

Research and development costs include advisors, consultants, software licensing, product design and development, data monitoring and collection, field trial installations, and travel related expenses. Research and development expenses decreased approximately $242,000 to $403,000 during the three months ended March 31, 2023, compared to $645,000 for the three months ended March 31, 2022. The decrease in research and development costs was primarily due to decreased field trial and product development costs, as compared to the prior year period.

Loss from operations increased to approximately $2.7 million for the three months ended March 31, 2023, compared to a loss from operations of $2.9 million for the three months ended March 31, 2022. The decrease in loss from operations was due to primarily to our increase in revenue and decreased operating expenses as discussed above.

Interest expense decreased $667,000 to $189,000 during the three months ended March 31, 2023, compared to $856,000 for the three months ended March 31, 2022. The decrease in interest expense was from a $681,000 decrease in debt discount amortization compared to the prior year period, offset by an increase in interest expense of $14,000 due to increased debt balances as compared to the prior year period.

Net loss decreased $826,000 to $2.9 million during the three months ended March 31, 2023, compared to $3.7 million for the three months ended March 31, 2022. The decrease in net loss was due to our increased revenue, decreased operating expenses and decreased interest expense, as discussed above.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the three months ended March 31, 2023, the Company recorded a net loss of $2.9 million, used cash in operations of $736,000, and had a stockholders’ deficit of $5.6 million at March 31, 2023. These factors raise substantial doubt about our ability to continue as a going concern within one year after the date of the financial statements being issued.

The ability to continue as a going concern is dependent upon our ability to raise additional funds and implement our business plan. As a result, management has concluded that there is substantial doubt about our ability to continue as a going concern. Our independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2022, has also expressed substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

At March 31, 2023, we had cash on hand in the amount of $12,000. Subsequent to March 31, 2023, we received proceeds of $405,000 on the sale of promissory notes and a $20,000 advanced from a related party (see Note 10 of the accompanying financial statements). The Company believes it has enough cash to sustain operations through May 31, 2023. Our continuation as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in the case or equity financing.

The following table summarizes our cash flows for the periods indicated (amounts are rounded to nearest thousands):

Net cash used in operating activities for the three months ended March 31, 2023, totaled $736,000, compared to net cash used in operating activities for the three months ended March 31, 2022 of $1.1 million. Net cash used in operations for the three months ended March 31, 2023, was $736,000, and was to fund our net loss of $2.9 million, offset by $141,000 of depreciation expense, $69,000 of debt discount amortization, $1.5 million of stock-based compensation expense, and $447,000 of changes in our operating accounts. Net cash used in operating activities for the three months ended March 31, 2022, was to fund our net loss of $3.7 million, offset by $124,000 of depreciation expenses, $750,000 of debt discount amortization, $1.3 million of stock-based compensation expense, and $389,000 of changes in our operating accounts.

We had no cash flows from investing activities during the three months ended March 31, 2023. Net cash used in investing activities was approximately $9,000 for the three months ended March 31, 2022, and was for the purchase of property and equipment.

Net cash provided by financing activities for the three months ended March 31, 2023, was approximately $576,000, which included proceeds of $114,000 on the exercise of warrants, proceeds of approximately $460,000 received on the issuance of notes payable, a $5,000 related party advance, offset by the repayment of $3,000 of a loan payable. Net cash provided by financing activities for the three months ended March 31, 2022, was approximately $97,000, which included proceeds of $126,000 on the exercise of warrants, changes in our deferred offering costs of $27,000, and repayments of $2,000 of a loan payable.

At March 31, 2023 and December 31, 2022, the Company did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

During the year ended December 31, 2021, the Company sold approximately $3,591,000 of Senior Convertible Promissory Notes (the “Notes”) and 2,437,012 warrants (the “Warrants”). The Notes accrue interest at a rate of twelve percent (12%) per annum.

The holder of the Warrants shall have the right to purchase up to the number of shares that equals the quotient obtained by dividing: (i) the Warrant Coverage Amount, by (ii) the Conversion Price. The “Warrant Coverage Amount” shall mean the amount obtained by multiplying: (A) one hundred percent (100%); by (B) aggregate principal amount of the Holder’s Note(s). The conversion price in effect on any Conversion Date shall be equal to 80% of the offering price per share of common stock in our initial public offering.

Each Note is convertible, in the sole discretion of the holder of the Note, into shares of our common stock at a purchase price equal to 80% of the offering price of the initial public offering price currently estimated to be $4.00 per share. In the event that the initial public offering is not consummated within 12 months of the date of this Note, then the Conversion Price shall be equal to 65% of the offering price per share of common stock in the initial public offering. In the event that the initial public offering is not consummated within 24 months of the date of this Note, then the Conversion Price shall be equal to 50% of the offering price per share of common stock in the initial public offering. Each Note, issued at an original issue discount of 15%, carries interest at a rate of 12% per annum, and any interest payable under the Note shall automatically accrue and be capitalized to the principal amount of the Note, and shall thereafter be deemed to be a part of the principal amount of the Note, unless such interest is paid in cash on or prior to the maturity date of the Note.

The Notes mature 12 months from the date of the Notes, provided, however, that noteholders have the right to call the Notes prior to maturity starting from the earlier of (i) the consummation of the first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale by the Company of not less than $10 million of its equity securities, as a result of or following which common stock shall be listed on the Nasdaq Stock Market, and (ii) December 15, 2021. Additionally, each Warrant contains a cashless exercise provision, which is effective if the shares underlying the Warrant are not covered by a registration statement 6 months from the date of issuance of the Warrant. On May 16, 2022, the Company entered into an amendment to extend the right to call provision in its senior secured convertible notes from December 15, 2021 to September 15, 2022, in exchange for issuing its senior convertible note holders an aggregate of 138,098 shares of common stock with a fair value of approximately $609,000 at the date of grant, or $4.42 per common share. On September 30, 2022, the Company entered into a second amendment to extend the right to call provision in its senior secured convertible notes from September 15, 2022 to December 31, 2022, in exchange for issuing its senior convertible note holders an aggregate of 213,473 shares of common stock with a fair value of approximately $944,000 at the date of grant, or $4.42 per common share. On December 20, 2022, the Company entered into a third amendment to extend the right to call provision and the maturity date in its senior secured convertible notes from December 31, 2022 to June 30, 2023, in exchange for issuing its senior convertible note holders an aggregate of 213,473 shares of common stock with a fair value of approximately $944,000 at the date of grant, or $4.42 per common share.

The shares of common stock underlying the Notes and the Warrants are subject to registration rights, and such shares must be registered within 90 days after the effectiveness of the Company’s initial public offering. If the Company fails to register the shares within 90 days, the Company agreed to pay a penalty of a cash payment equal to 0.02857% of the principal amount and interest due and owing under any Note held by the Holder or that number shares of common stock of the Company equal 1% of the shares of common stock underlying any Note and Warrant held by the Holder, in total amount per week paid in, whichever is greater.

Each Note and Warrant holder has (i) the right of first refusal to purchase up to 20% of its pro rata share of new securities the that company offers, which right expires upon the consummation of an underwritten initial public offering by the Company or a change in control of the Company, and (ii) the right to be repaid any and all principal and interest due by the Company from any and all proceeds resulting from any sale of assets and any sale and issuance of debt or equity securities.

The accrued interest balance was $529,000 at December 31, 2022. During the three months ended March 31, 2023, the Company added $109,000 of accrued interest, leaving an accrued interest balance of $638,000 at March 31, 2023. Accrued interest in included in accounts payable and accrued expenses in the accompanying balance sheets.

Total principal balance owed was $3,941,000 at March 31, 2023 and December 31, 2022. As of March 31, 2023, approximately 1,588,292 shares of common stock were potentially issuable under the conversion terms of the Notes.

In January and February 2023, the Company sold $250,000 of Convertible Promissory Notes (the “Notes”) and 42,413 warrants (the “Warrants”). The Notes will accrue interest at a rate of ten percent (10%) per annum. The outstanding principal amount of this Notes, together with all accrued but unpaid interest thereon, shall be due and payable on the date that is 12 months from the date of the Notes (the “Initial Maturity Date”); provided, however, that the Company may, at its option, extend such maturity date an additional six (6) months (such option, the “Extension Option” and such extended maturity date, (the “Extended Maturity Date”). The date on which this Note matures, whether the Initial Maturity Date or the Extended Maturity Date, is the “Maturity Date.” The principal amount of this Note shall be subject to increase as follows:

(a) If a Qualified Public Offering does not occur before the Initial Maturity Date, the outstanding principal balance of this Note shall be increased by an amount equal to 10% of the outstanding principal balance of this Note on the Initial Maturity Date (the “Premium”).

(b) If the Company exercises its Extension Option and a Qualified Public Offering does not occur before the Extended Maturity Date, the outstanding principal balance due and payable to the Lender shall be increased by the Premium plus an additional 2.5% of the outstanding principal balance of the Note as of the Extended Maturity Date.

(c) As used herein, “Qualified Public Offering” means the issuance and sale of shares of comment stock, par value $0.0001 per share, of the Company (the “Common Stock”) to investors in an underwritten public offering or a direct listing by the Company of its Common Stock, in either case pursuant to an effective registration statement under the Securities Act of 1933, as amended.

In the event the Company consummates a Qualified Public Offering, Lender shall have the right, but not the obligation, at any time prior to the Maturity Date or earlier repayment of this Note, to convert all, or any portion, of the outstanding principal balance of this Note into shares of Common Stock at a conversion price equal to 80% of the price at which shares of Common Stock are first sold to the public in a Qualified Public Offering. Upon conversion, the Company will pay all accrued but unpaid interest on this Note in cash. An election to convert the Note shall be made in writing and delivered to the Company no later than five (5) days before the Maturity Date; provided, however, that if the Qualified Public Offering is consummated within five (5) days before the Maturity Date, the notice of election will be delivered no later than five (5) days after the date on which such Qualified Public Offering is consummated.

The Holder shall have the right to purchase up to the number of Shares that equals the amount obtained by dividing: (A) eighty percent (80%) of the aggregate principal amount of the Holder’s Note(s) delivered pursuant to the Note and Warrant Purchase Agreement; by (B) 80% of $4.00, the current midpoint price of the Company’s prospective IPO. For example, $100,000 aggregate principal amount of Note x 80% = $80,000) / ($4.00 current midpoint price of prospective IPO x 80% = $3.20) = 25,000 warrants. The exercise price per share shall be equal to 80% of the offering price per share of common stock of the Company in its first underwritten public offering (the “IPO”) pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale by the Company of not less than $10,000,000 of its equity securities, as a result of or following which the Company shall be a reporting issuer under the Securities and Exchange Act of 1934, as amended, and its common stock shall be listed on the Nasdaq Stock Market. This Warrant shall be exercisable, in whole or in part: (i) after the earlier to occur of: (A) the consummation of the IPO; or (B) six months after the date of this Warrant; and (ii) prior to the Warrant expiration date which is twelve months after the date of this Warrant.

The total of the allocated relative fair value of warrants issued of $110,000 were capitalized and recorded as a debt discount and are amortized over the remaining life of the Notes. Amortization of debt discount was approximately $24,000 for the three months March 31, 2023, which was recorded as a component of interest expense in the accompanying statement of operations, leaving a $86,000 unamortized debt discount balance at March 31, 2023.

During the three months ended March 31, 2023, the Company added $5,000 of accrued interest, leaving an accrued interest balance of $5,000 at March 31, 2023. Accrued interest in included in accounts payable and accrued expenses in the accompanying balance sheets.

Total principal balance owed was $250,000 at March 31, 2023. As of March 31, 2023, approximately 78,125 shares of common stock were potentially issuable under the conversion terms of the Notes.

On March 24, 2023, the Company sold a $30,000 Convertible Promissory Notes (the “Note”). These Note will accrue interest at a rate of twelve percent (12%) per annum, compounded annually, until maturity or conversion hereof. The interest payable hereunder shall automatically accrue and be capitalized to the principal amount of this Note (“PIK Interest”), and shall thereafter be deemed to be a part of the principal amount of this Note, unless such interest is paid in cash on or prior to the maturity date of the Notes. The Notes shall be due and payable on the date that is six (6) months from the date of the Notes (the “Initial Maturity Date”); provided, however, that the Company and Lender may, upon mutual written agreement, extend such maturity date an additional six (6) months (such extended maturity date, (the “Extended Maturity Date”). The Lender shall have the right, but not the obligation, at any time to convert all, or any portion, of the outstanding principal balance of the Notes into shares of Common Stock at a conversion price equal to either (i) $3.00 per share, or (ii) the price at which shares of Common Stock are first sold to the public in a Qualified Public Offering. The Company shall issue 20,000 shares of common stock of the Company for each $100,000 invested by an Investor, provided, however, that if an Investor invests a sum of funds which does not round to $100,000, the Company shall issue to such Investor Shares on a pro rata basis, based on an issuance of 20,000 Shares for each $100,000 invested. If the company enters into a subsequent financing with another individual or entity (a “Third Party”) on terms that are more favorable to the Third Party, the agreements between the company and the Investors shall be amended to include such better terms so long as the Notes are outstanding.

The Company issued 6,000 shares of common stock related to the Note, which the Company determined had a fair value of $24,000, were capitalized and recorded as a debt discount and are being amortized over the remaining life of the Note. The debt discount balance was $24,000 at March 31, 2023.

On November 20, 2020, the Company financed the purchase of a vehicle for $40,000. The loan term is for 59 months, annual interest rate of 4.49%, with monthly principal and interest payments of $745, and secured by the purchased vehicle. The loan balance was $40,000 at December 31, 2020. The loan balance was $24,000 at December 31, 2022. During the three months ended March 31, 2023, the Company made principal payments of $2,000, leaving a loan balance of $22,000 at March 31, 2023, of which $8,000 was recorded as the current portion of loan payable on the accompanying balance sheet.

On January 20, 2022, the Company financed the purchase of a second vehicle for $49,000. The loan term is for 71 months, annual interest rate of 15.54%, with monthly principal and interest payments of $1,066, and secured by the purchased vehicle. The loan balance was $45,000 at December 31, 2022. During the three months ended March 31, 2023, the Company made principal payments of $1,000, leaving a loan balance of $44,000 at December 31, 2022, of which $5,000 was recorded as the current portion of loan payable on the accompanying balance sheet.

On February 21, 2023, the Company sold $225,000 of Unsecured Promissory Note (the “Note”) to Donald Danks, a former member of the Company’s Board of Directors. The Company received net proceeds of $180,000 after deducting an original issue discount of 20%, or $45,000, which was recorded as a debt discount. The note bears no interest and matures of March 21, 2023 (“Initial Maturity Date”). If a Qualified Public Offering does not occur before the Initial Maturity Date, the outstanding principal amount of this Note, together with all accrued but unpaid interest thereon, shall be paid from funds from any offer and sale of Lender of equity or debt securities whereby Lender obtains gross cash proceeds in an amount not less than Five Hundred Thousand Dollars ($500,000). If a Qualified Public Offering does not occur before the Initial Maturity Date, this Note will accrue interest at a rate of twelve percent (12%) per annum. The Company may prepay the Note, or any portion outstanding, at any time and from time to time prior to Maturity Date without notice and without the payment of any premium, fee, or penalty.

The total of the original issue discount of $45,000 were capitalized and recorded as a debt discount and are amortized over the remaining life of the Note. Amortization of debt discount was $45,000 for the three months ended March 31, 2023, which was recorded as a component of interest expense in the accompanying condensed statement of operations, leaving no remaining unamortized debt discount balance at March 31, 2023.

Total principal balance owed was $225,000 at March 31, 2023. During the three months ended March 31, 2023, the Company added $3,000 of accrued interest, leaving an accrued interest balance of $3,000 at March 31, 2023. Accrued interest is included in accounts payable and accrued expenses in the accompanying balance sheets.

Our principal executive offices are located at 190 N. Canon Dr., Beverly Hills, California 90210. We sublease this location on a month-to-month agreement and our rent expense is $2,500 per month.

On April 7, 2017, we and DisperSolar LLC (the “Seller”), a California limited liability company, entered into a Patent Purchase Agreement (the “Agreement”) pursuant to which we acquired certain patents (intellectual property) of the Seller (see Note 7 of the accompanying financial statements). The Seller developed the patents for harvesting, transmission, spectral modification and delivery of sunlight to shaded areas of plants.

Under the Agreement, the Company agreed to pay the following for the acquisition of Seller’s intellectual property:

On December 6, 2018, we and Seller amended the Agreement by increasing the Milestone Payments from $350,000 to $450,000. The $100,000 increase in Milestone Payments was paid in 2019.

As of March 31, 2023, we had an $800,000 earnout obligation payable on the on-going basis at a rate of 50% of gross margin and/or license revenue from the date of the first commercial sale of a covered product or the first receipt by purchaser of license revenue, until the aggregate combined gross margin and license revenue reach $1.6 million.

As of March 31, 2023, the Company recorded no earnout or royalty payment obligations as no gross margin was realized.

We will pay to Seller 7.6% of all License Consideration received by us until the date of the consummation of a Strategic Transaction. “Strategic Transaction” means a transaction or a series of related transactions that results in an acquisition of the Company by a third party, including by way of merger, purchase of capital stock or purchase of assets or change of control or otherwise.

Strategic Transaction Consideration. “Strategic Transaction Consideration” means any cash consideration and the fair market value of any non-cash consideration paid to we by any acquirer as consideration for the Strategic Transaction, less the costs and expenses incurred by Purchaser for the purpose of consummating the Strategic Transaction. The Company will pay to Seller a percentage of all License Consideration received by Purchaser as follows:

Both our Chief Science Officer, Yosepha Shahak Ravid, and our Chief Technology Officer, Nicholas Booth, we employed by us on July 1, 2021, and are control persons of DisperSolar and named inventors of the acquired patents we acquired from DisperSolar under our Patent Purchase Agreement with DisperSolar.

On July 5, 2019, we and Nicholas Booth (“Mr. Booth”) entered into a royalty agreement.

The Company will pay Mr. Booth a percentage of all license consideration received by us as follows:

(0) Once we paid to DisperSolar an aggregate amount in royalties of $30 million under the Agreement, we will pay to Mr. Booth a percentage of all royalties on sales of covered products at a rate of 0.25% of gross margin until the earlier of (x) such time as covered products are not covered by any claims of any assigned patent, and (y) the date of the consummation of a strategic transaction.

(b) Opti-Harvest will pay to Mr. Booth a percentage of all license consideration received by purchaser on the same terms as payable by us to DisperSolar under the Agreement, except that the percentages of license consideration due to Mr. Booth shall be as follows:

As of March 31, 2023, the Company recorded no earnout or royalty payment obligations as no gross margin was realized.

The preparation of the Company’s financial statements in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of those judgments can be subjective and complex, and therefore, actual results could differ materially from those estimates under different assumptions or conditions. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in estimates for reserves of uncollectible accounts, , depreciable lives of property and equipment, analysis of impairments of recorded long-term tangible and intangible assets, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services. There were no changes to our critical accounting policies described in the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, that impacted our condensed financial statements and related notes included herein.

See Note 2 of the Notes to Condensed Financial Statements for a discussion of recent accounting pronouncements.

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of March 31, 2023, the period covered in this Report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

We are engaged from time to time in the defense of lawsuits arising out of the ordinary course and conduct of our business. There is no action, suit, proceeding, inquiry, or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or our subsidiary, threatened against our Company, our common stock, our subsidiary or of our Company or our subsidiary’s officers or directors in their capacities as such.

Litigation against Jonathan Destler, our former Chief Executive Officer and former director, and Don Danks, a former director

On September 30, 2022, a Complaint (the “Complaint”), captioned Securities and Exchange Commission vs. David Stephens, Donald Linn Danks, Jonathan Destler and Robert Lazarus, and Daniel Solomita and 8198381 Canada, Inc., as relief defendants, Case No. ‘22CV1483AJB DEB, was filed in the United States District Court, Southern District of California. In general, the Complaint alleges that Jonathan Destler, a co-founder and our former Chairman and Chief Executive Officer, and a current employee, and Donald Danks, a co-founder, former director, and a former employee, were part of a control group that committed securities fraud in connection with the purchase and sale of securities of Loop Industries, Inc., a Nasdaq-listed company.

Mr. Destler is currently our key employee with respect to our business development because of his material role marketing selling our products. Additionally, the Voting Trust Agreement with Mr. Destler terminates on the first to occur of (i) final disposition of the proceedings related to the Complaint and the Indictment, or (ii) mutual agreement of Opti-Harvest and Mr. Destler. If Mr. Destler loses his criminal litigation, it is possible that Mr. Destler could be incarcerated, in which case our marketing and sales could suffer because of his inability to communicate with potential new and existing customers. Furthermore, final disposition of the proceedings related to the Complaint and the Indictment could possibly also mean that Mr. Destler would have voting control over us while being incarcerated. In such event, Mr. Destler’s separation from daily business activities could cause him to make voting decisions without the knowledge of our daily operations that he has today.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this Item 1A.

*This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	March 31, 2023			December 31, 2022
	(Unaudited)
ASSETS
Current Assets:
Cash	$	i 12,000		$	i 172,000
Accounts receivable		i 6,000			i 1,000
Prepaid expense and other current assets		i 75,000			i 101,000
Total Current Assets		i 93,000			i 274,000

Rental equipment, net of accumulated depreciation of $ i 45,000 and $ i 26,000, respectively		i 85,000			i 104,000
Property and equipment, net of accumulated depreciation of $ i 1,200,000 and $ i 1,078,000, respectively		i 911,000			i 1,033,000
Deferred offering costs		i 52,000			i 52,000
Total Assets	$	i 1,141,000		$	i 1,463,000

LIABILITIES AND SHAREHOLDERS’ DEFICIENCY
Current Liabilities:
Accounts payable and accrued expenses	$	i 2,708,000		$	i 2,263,000
Due to related party		i 5,000			-
Deferred revenue		i 49,000			i 68,000
Convertible notes payable, net of debt discount of $ i 110,000 and $ i 0, respectively		i 3,661,000			i 3,491,000
Current portion of loan payable (includes a $ i i 225,000 / note payable to a related party)		i 238,000			i 13,000
Total Current Liabilities		i 6,661,000			i 5,835,000

Loan payable, less current portion		i 53,000			i 56,000
Deferred revenue, less current portion		i 36,000			i 36,000
Total Liabilities		i 6,750,000			i 5,927,000

Commitments and Contingencies		-			-

Shareholders’ Deficiency
Preferred stock, $ i i 0.0001 / par value, i i 1,000,000 / shares authorized; i i i i 1 / / / share of Series A issued and outstanding at March 31, 2023 and December 31, 2022, respectively		-			-
Common stock, $ i i 0.0001 / par value, i i 100,000,000 / shares authorized; i i 23,954,368 / and i i 23,799,730 / shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively		i 2,000			i 2,000
Additional paid-in-capital		i 32,410,000			i 30,674,000
Accumulated deficit		( i 38,021,000	)		( i 35,140,000	)
Total Shareholders’ Deficiency		( i 5,609,000	)		( i 4,464,000	)

Total Liabilities and Shareholders’ Deficiency	$	i 1,141,000		$	i 1,463,000

	2023			2022
	Three Months Ended March 31,
	2023			2022

Revenues
Equipment rentals	$	i 19,000		$	-
Product sales		i 5,000			i 1,000
Total revenues		i 24,000			i 1,000

Cost of revenues
Rental depreciation		i 19,000			-
Product sales		i 4,000			i 1,000
Total cost of revenues		i 23,000			i 1,000
Gross profit (loss)		i 1,000			-

Operating expenses:
Selling, general and administrative expense		i 2,290,000			i 2,206,000
Research and development expense		i 403,000			i 645,000
Total operating expenses		i 2,693,000			i 2,851,000

Loss from operations		( i 2,692,000	)		( i 2,851,000	)

Other expenses
Interest expense		( i 189,000	)		( i 856,000	)
Total other expense		( i 189,000	)		( i 856,000	)

Net Loss	$	( i 2,881,000	)	$	( i 3,707,000	)

Loss per share – basic and diluted	$	( i 0.12	)	$	( i 0.17	)

Weighted average number of shares outstanding – basic and diluted		i 23,852,133			i 22,013,808

	2023			2022
	Three Months Ended March 31,
	2023			2022
	(Unaudited)			(Unaudited)
Cash Flows from Operating Activities
Net loss	$	( i 2,881,000	)	$	( i 3,707,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property and equipment		i 122,000			i 124,000
Depreciation of rental equipment		i 19,000			-
Amortization of debt discount		i 69,000			i 750,000
Fair value of common stock issued for services		i 586,000			i 612,000
Fair value of vested options and warrants		i 730,000			i 716,000
Fair value of vested restricted stock units		i 172,000			-
Changes in operating assets and liabilities
Accounts receivable		( i 5,000	)		i 18,000
Inventory		-			( i 415,000	)
Prepaid expenses and other current assets		i 26,000			i 41,000
Accounts payable and accrued expenses		i 445,000			i 745,000
Deferred revenues		( i 19,000	)		-
Net cash used in operating activities		( i 736,000	)		( i 1,116,000	)

Cash Flows from Investing Activities
Deposits on purchase of equipment		-			( i 9,000	)
Net cash used in investing activities		-			( i 9,000	)

Cash Flows from Financing Activities
Proceeds from exercise of warrants		i 114,000			i 126,000
Proceeds from notes payable		i 180,000			-
Proceeds from convertible notes payable		i 280,000			-
Advances from related party		i 5,000			-
Deferred offering costs		-			( i 27,000	)
Repayment of loans payable		( i 3,000	)		( i 2,000	)
Net cash provided by financing activities		i 576,000			i 97,000

Net decrease in cash		( i 160,000	)		( i 1,028,000	)
Cash beginning of period		i 172,000			i 1,715,000
Cash end of period	$	i 12,000		$	i 687,000

Supplemental disclosures of cash flow information:
Cash paid for interest	$	i 4,000		$	i 3,000
Cash paid for income taxes	$	-		$	-

Noncash financing and investing activities:
Fair value of warrants recorded as a debt discount	$	i 110,000		$	-
Common stock issued as s debt discount	$	i 24,000		$	-
Issuance of loan payable for vehicle purchase	$	-		$	i 40,000

Years Ending December 31,	Future Operating Lease Income		Future Lease Payments
2023 (remaining)	$	i 49,000	$	-
2024		i 36,000		-
Total	$	i 85,000	$	-

	March 31, 2023		March 31, 2022
Warrants		i 4,122,570		i 4,421,663
Options		i 3,465,101		i 3,012,984
Senior convertible notes		i 1,666,417		i 1,074,058
Restricted stock units		i 169,650		-
Series A Preferred		i 1		i 1
Total		i 9,423,739		i 8,508,706

Opti-Harvest, Inc. – ‘10-Q’ for 3/31/23

On: Thursday, 5/18/23, at 11:47am ET · For: 3/31/23 · Accession #: 1493152-23-18060 · File #: 333-267203

Previous ‘10-Q’: None · Next: ‘10-Q’ on 8/21/23 for 6/30/23 · Latest: ‘10-Q’ on 11/20/23 for 9/30/23 · 3 References:

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

3 Previous Filings that this Filing References

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

Large, accelerated filer	☐	Accelerated filer	☐
i Non-accelerated filer	☒	Smaller reporting company	i ☒
		Emerging growth company	i ☒

PART I - FINANCIAL INFORMATION	F-1

Item 1. Condensed Financial Statements	F-1

Condensed Balance Sheets – March 31, 2023 (Unaudited) and December 31, 2022	F-1

Condensed Statements of Operations for the three months ended March 31, 2023 and 2022 (Unaudited)	F-2

Condensed Statements of Changes in Stockholders’ Deficiency for the three months ended March 31, 2023 and 2022 (Unaudited)	F-3

Condensed Statements of Cash Flows for the three months ended March 31, 2023 and 2022 (Unaudited)	F-4

Notes to Condensed Financial Statements three months ended March 31, 2023 and 2022 (Unaudited)	F-5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1

Item 3. Quantitative and Qualitative Disclosures About Market Risk	11

Item 4. Controls and Procedures	11

PART II – OTHER INFORMATION	12

Item 1. Legal Proceedings	12

Item 1A. Risk Factors	12

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	11

Item 3. Defaults Upon Senior Securities	13

Item 4. Mine Safety Disclosures	13

Item 5. Other Information	13

Item 6. Exhibits	13


	March 31, 2023			December 31, 2022
Rental equipment	$	i 130,000		$	i 130,000
Accumulated depreciation		( i 45,000	)		( i 26,000	)
Net book value	$	i 85,000		$	i 104,000


	March 31, 2023			December 31, 2022
Tools and molds	$	i 1,990,000		$	i 1,990,000
Computer equipment		i 8,000			i 8,000
Vehicles		i 113,000			i 113,000
Total cost		i 2,111,000			i 2,111,000
Accumulated depreciation		( i 1,200,000	)		( i 1,078,000	)
Net book value	$	i 911,000		$	i 1,033,000

	March 31, 2023			December 31, 2022

Senior Convertible Notes and Warrants (a)	$	i 3,491,000		$	i 3,491,000
Convertible Notes and Warrants (b)		i 250,000			-
Convertible Note and Restricted Shares (c)		i 30,000
Total notes payable		i 3,771,000			i 3,491,000
Less debt discount		( i 110,000	)		-
Notes payable, net of discount	$	i 3,661,000		$	i 3,491,000

	March 31, 2023			December 31, 2022

Automobile loans (a)	$	i 66,000		$	i 69,000
Unsecured promissory note – related party (b)		i 225,000			-
Total notes payable		i 291,000			i 69,000
Notes payable, current portion		( i 238,000	)		( i 13,000	)
Notes payable, net of current portion	$	i 53,000		$	i 56,000

				Weighted
				Average
	Number of			Exercise
	Warrants			Price
Balance outstanding, December 31, 2022		i 4,118,668		$	i 4.59
Warrants granted		i 42,413			i 3.20
Warrants exercised		( i 38,511	)		i 2.95
Warrants expired or forfeited		-			-
Balance outstanding, March 31, 2023		i 4,122,570		$	i 4.56
Balance exercisable, March 31, 2023		i 4,122,570		$	i 4.56

	(i)	Following the recognition by the Company of the first $ i 1.6 million in aggregate combined gross margin and license revenue, and until the Company pays to Seller an aggregate amount in royalties of $ i 30 million, the Company shall pay to Seller royalties on sales of covered products at a rate of i 8% of gross margin.

	(ii)	Once the Company has paid to Seller an aggregate amount in royalties of $ i 30 million, the Company shall pay to Seller royalties on sales of covered products at a rate of i 4.75% of gross margin until the earlier of (x) such time as covered products are not covered by any claims of any assigned patent, and (y) the date of the consummation of a Strategic Transaction.

	(i)	i 3.8% of the first $ i 50 million of the Strategic Transaction Consideration;

	(ii)	i 5.7% of the next $ i 100 million of the Strategic Transaction Consideration (i.e. over $ i 50 million and up to $ i 150 million);

	(iii)	i 7.6% of Strategic Transaction Consideration over $ i 150 million.

	(a)	i 0.4% of all License Consideration received by Opti-Harvest until the date of consummation of a Strategic Transaction;
	(b)	i 0.2% of the first $ i 50 million of the Strategic Transaction Consideration;
	(c)	i 0.3% of the next $ i 100 million of the Strategic Transaction Consideration (i.e. over $ i 50 million and up to $ i 150 million); and
	(d)	i 0.4% of Strategic Transaction Consideration over $ i 150 million.

	Three Months Ended March 31,
	2023			2022

Net cash provided by (used in):
Operating activities	$	(736,000	)	$	(1,116,000	)
Investing activities		-			(9,000	)
Financing activities		576,000			97,000
Net decrease in cash	$	(160,000	)	$	(1,028,000	)

	(i)	Initial Payment: $150,000 deposited into the Seller Account within 10 days of the Effective Date (the “Initial Payment”).

	(ii)	Initial Milestone Payments: Additional payments in the aggregate combined amount up to $350,000 upon reaching defined milestones (the “Milestone Payments”), of which $50,000 was paid in 2017, $200,000 in 2018, and $100,000 in 2021.

	(iii)	Earnout Payments: $800,000 paid on the on-going basis at a rate of 50% of gross margin and/or License Revenue from the date of the first commercial sale of a Covered Product or the first receipt by Purchaser of License Revenue, until the aggregate combined Gross Margin and License Revenue reach $1,600,000.

	(i)	Following the recognition by us of the first $1.6 million in aggregate combined gross margin and license revenue, and until we pay to Seller an aggregate amount in royalties of $30 million, we shall pay to Seller royalties on sales of covered products at a rate of 8% of gross margin.

	(ii)	Once we paid to Seller an aggregate amount in royalties of $30 million, we shall pay to Seller royalties on sales of covered products at a rate of 4.75% of gross margin until the earlier of (x) such time as covered products are not covered by any claims of any assigned patent, and (y) the date of the consummation of a strategic transaction.

	(i)	3.8% of the first $50 million of the Strategic Transaction Consideration;

	(ii)	5.7% of the next $100 million of the Strategic Transaction Consideration (i.e. over $50 million and up to $150 million);

	(iii)	7.6% of Strategic Transaction Consideration over $150 million.

	(a)	0.4% of all license consideration received by us until the date of consummation of a strategic transaction;

	(b)	0.2% of the first $50 million of the strategic transaction consideration;

	(c)	0.3% of the next $100 million of the strategic transaction consideration (i.e. over $50 million and up to $150 million); and

	(d)	0.4% of strategic transaction consideration over $150 million.

Number		Description

3.1.1		Certificate of Incorporation
3.1.2		Certificate of Amendment
3.1.3		Certificate of Designation
3.1.4		Certificate of Amendment
3.1.5		First Amendment to Certificate of Designation
3.2		Bylaws
4.2		Form of Warrant
4.3		Form of Senior Convertible Promissory Note
4.4		Form of Convertible Promissory Note
4.5		Amendment No. 1 to Senior Convertible Promissory Note
4.6		Amendment No. 2 to Senior Convertible Promissory Note
4.7		Amendment No. 3 to Senior Convertible Promissory Note
4.8		Form of Representative’s Warrant (included in Exhibit 1.1)
4.9		Form of Warrant Agency Agreement by and between Opti-Harvest, Inc. and Colonial Stock Transfer Company, Inc.
4.10		Form of Common Stock Purchase Warrant (included in Exhibit 4.2)
4.11		Form of Warrant
4.12		Form of Promissory Note, dated February 21, 2023
9.1		Voting Trust Agreement, dated December 23, 2022, by and among Jonathan Destler, Deborah Destler, Destler Family Trust, Touchstone Holding Company LLC, a California limited liability company, and Jeffrey Klausner
10.1#*		2016 Equity Incentive Plan
10.2#*		2022 Stock Incentive Plan
10.3#*		Form of Indemnification Agreement
10.4		Form of Note and Warrant Purchase Agreement
10.5		Form of Amended and Restated Investors’ Rights Agreement
10.6		Restated Patent Purchase Obligation with DisperSolar LLC
10.7		Letter Agreement with Nick Booth Regarding Restated Patent Purchase Obligation with DisperSolar LLC
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

	OPTI-HARVEST, INC.

Dated; May 18, 2023	By:	/s/ Geoffrey Andersen
	Name:	Geoffrey Andersen
	Title:	Chief Executive Officer (principal executive officer, principal financial officer and principal accounting officer)

This ‘10-Q’ Filing	Date	Other Filings

	12/8/23
	6/30/23
	5/31/23
Filed on:	5/18/23
	5/17/23
	4/5/23
	4/1/23
For Period end:	3/31/23	NT 10-K, NT 10-Q
	3/24/23
	3/21/23
	2/22/23
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	1/1/23
	12/31/22	10-K, NT 10-K
	12/23/22
	12/20/22
	12/8/22
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	3/31/22
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	12/31/21
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	7/14/21
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