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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/31/22 Opti-Harvest, Inc. S-1 93:49M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 2.75M
2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 438K
3: EX-3.1.1 Articles of Incorporation/Organization or Bylaws HTML 23K
4: EX-3.1.2 Articles of Incorporation/Organization or Bylaws HTML 23K
5: EX-3.1.3 Articles of Incorporation/Organization or Bylaws HTML 24K
6: EX-3.1.4 Articles of Incorporation/Organization or Bylaws HTML 23K
7: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 32K
8: EX-4.1 Instrument Defining the Rights of Security Holders HTML 22K
9: EX-4.2 Instrument Defining the Rights of Security Holders HTML 135K
10: EX-4.3 Instrument Defining the Rights of Security Holders HTML 268K
11: EX-4.4 Instrument Defining the Rights of Security Holders HTML 31K
12: EX-4.6 Instrument Defining the Rights of Security Holders HTML 261K
13: EX-5.1 Opinion of Counsel re: Legality HTML 38K
14: EX-5.2 Opinion of Counsel re: Legality HTML 24K
15: EX-10.1 Material Contract HTML 42K
24: EX-10.10 Material Contract HTML 179K
25: EX-10.11 Material Contract HTML 33K
26: EX-10.12 Material Contract HTML 24K
16: EX-10.2 Material Contract HTML 23K
17: EX-10.3 Material Contract HTML 25K
18: EX-10.4 Material Contract HTML 61K
19: EX-10.5 Material Contract HTML 25K
20: EX-10.6 Material Contract HTML 120K
21: EX-10.7 Material Contract HTML 178K
22: EX-10.8 Material Contract HTML 59K
23: EX-10.9 Material Contract HTML 660K
27: EX-14.1 Code of Ethics HTML 66K
28: EX-23.1 Consent of Expert or Counsel HTML 26K
29: EX-FILING FEES Calculation of Filing Fee Tables HTML 40K
35: R1 Cover HTML 58K
36: R2 Balance Sheets HTML 112K
37: R3 Balance Sheets (Parenthetical) HTML 47K
38: R4 Statements of Operations HTML 85K
39: R5 Statements of Changes in Shareholders' Equity HTML 86K
(Deficit)
40: R6 Statements of Cash Flows HTML 124K
41: R7 Basis of Presentation and Liquidity HTML 45K
42: R8 Significant Accounting Policies HTML 118K
43: R9 Property and Equipment HTML 44K
44: R10 Earnout and Royalty Obligations HTML 55K
45: R11 Senior Convertible Notes Payable and Warrants HTML 76K
46: R12 Note Payable HTML 32K
47: R13 Loans payable HTML 41K
48: R14 Shareholders? Equity (Deficit) HTML 273K
49: R15 Commitments and Contingencies HTML 102K
50: R16 Income Taxes HTML 44K
51: R17 Related Party Transactions HTML 43K
52: R18 Subsequent Events HTML 47K
53: R19 Inventory HTML 31K
54: R20 Intangible Assets and Contingent Earnout Liability HTML 54K
55: R21 Significant Accounting Policies (Policies) HTML 154K
56: R22 Significant Accounting Policies (Tables) HTML 49K
57: R23 Property and Equipment (Tables) HTML 39K
58: R24 Senior Convertible Notes Payable and Warrants HTML 35K
(Tables)
59: R25 Loans payable (Tables) HTML 31K
60: R26 Shareholders? Equity (Deficit) (Tables) HTML 123K
61: R27 Income Taxes (Tables) HTML 38K
62: R28 Inventory (Tables) HTML 30K
63: R29 Basis of Presentation and Liquidity (Details HTML 51K
Narrative)
64: R30 Schedule of Estimated Useful Lives of Property and HTML 35K
Equipment (Details)
65: R31 Schedule of Anti-Dilutive Securities of Earning HTML 40K
Per Share (Details)
66: R32 Significant Accounting Policies (Details HTML 48K
Narrative)
67: R33 Schedule of Property and Equipment (Details) HTML 41K
68: R34 Property and Equipment (Details Narrative) HTML 34K
69: R35 Earnout and Royalty Obligations (Details HTML 70K
Narrative)
70: R36 Schedule of Senior Convertible Notes Payable HTML 33K
(Details)
71: R37 Senior Convertible Notes Payable and Warrants HTML 144K
(Details Narrative)
72: R38 Note Payable (Details Narrative) HTML 34K
73: R39 Loans payable (Details Narrative) HTML 54K
74: R40 Summary of Warrants (Details) HTML 50K
75: R41 Summary of Outstanding Warrants Exercise Price HTML 50K
(Details)
76: R42 Summary of Options (Details) HTML 49K
77: R43 Summary of Outstanding Options Exercise Price HTML 44K
(Details)
78: R44 Shareholders? Equity (Deficit) (Details Narrative) HTML 487K
79: R45 Commitments and Contingencies (Details Narrative) HTML 199K
80: R46 Schedule of Effective Income Tax Rate (Details) HTML 34K
81: R47 Schedule of Components of Deferred Taxes (Details) HTML 30K
82: R48 Income Taxes (Details Narrative) HTML 31K
83: R49 Related Party Transactions (Details Narrative) HTML 65K
84: R50 Subsequent Events (Details Narrative) HTML 103K
85: R51 Schedule of Inventory (Details) HTML 31K
86: R52 Inventory (Details Narrative) HTML 26K
87: R53 Schedule of Loans Payable (Details) HTML 30K
88: R54 Intangible Assets and Contingent Earnout Liability HTML 73K
(Details Narrative)
91: XML IDEA XML File -- Filing Summary XML 134K
89: XML XBRL Instance -- forms-1_htm XML 1.82M
90: EXCEL IDEA Workbook of Financial Reports XLSX 176K
31: EX-101.CAL Inline XBRL Taxonomy Extension Calculation XML 147K
Linkbase Document -- opti-20220630_cal
32: EX-101.DEF Inline XBRL Taxonomy Extension Definition Linkbase XML 847K
Document -- opti-20220630_def
33: EX-101.LAB Inline XBRL Taxonomy Extension Label Linkbase XML 1.15M
Document -- opti-20220630_lab
34: EX-101.PRE Inline XBRL Taxonomy Extension Presentation XML 975K
Linkbase Document -- opti-20220630_pre
30: EX-101.SCH Inline XBRL Taxonomy Extension Schema Document -- XSD 162K
opti-20220630
92: JSON XBRL Instance as JSON Data -- MetaLinks 374± 537K
93: ZIP XBRL Zipped Folder -- 0001493152-22-024661-xbrl Zip 1.95M
EXHIBIT 4.4
Opti-Harvest, Inc.
1801 Century Park East, Suite 520
Re: Amendment No. 1 to Senior Convertible Promissory Note
Dear Investor:
Reference is made to that certain offering (the “Offering”) of securities between September 23, 2021 and October 15, 2021, pursuant to which Opti-Harvest, Inc., a Delaware corporation (the “Company”), offered and sold approximately $3,591,235 of Senior Convertible Promissory Notes (the “Notes”) and warrants (the “Warrants”) to purchase that number of shares of common stock into which the Notes are convertible. Each Warrant is exercisable at a price equal to 115% of our initial public offering price.
Section 6 of the Notes states:
6. Maturity Date. This Note shall become due and payable in lawful money of the United States of America, and in any event the outstanding principal balance and accrued interest hereunder together with any additional amounts payable hereunder shall be due on earlier of (i) the consummation of the first underwritten public offering (the “IPO”) of Obligor pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale by Obligor of not less than $10,000,000 of its equity securities, as a result of or following which Obligor shall be a reporting issuer under the Securities and Exchange Act of 1934, as amended, and its common stock (the “Common Stock”) shall be listed on the Nasdaq Stock Market, and (ii) December 15, 2021.
This letter agreement amends Section 6 of the Notes to change date “December 15, 2021” to “June 15, 2022”, in consideration for the issuance of shares of common stock to the holders of the Notes at a rate of 0.05666666288 shares of common stock of the Company for each $1.00 of Principal, as such term is defined in the Notes, a holder of the Notes invested in the Company pursuant to the Offering. For example, if an investor invested $1,000,000 in the Offering, then such investor would receive 56,667 shares of common stock for agreeing to extend the date “December 15, 2021” in Section 6 of the Note to “June 15, 2022”. Any fractional shares as result of this issuance will be rounded up to the nearest whole share.
Except as specifically set forth herein, the Notes shall remain in full force and effect and shall not be waived, modified, superseded or otherwise affected by this letter agreement. This letter agreement is not to be construed as a release, waiver or modification of any of the terms, representations, warranties, covenants, rights or remedies set forth in the Note, except as specifically set forth herein.
C:
If the foregoing accurately sets forth your understanding concerning this matter, please acknowledge your concurrence by signing this letter agreement in the space indicated below and e-mailing it back to me at shandy@opti-harvest.com.
Section 7 of the Note and Warrant Purchase Agreement executed in connection with the Offering states, in relevant part, that “[a]ny provision of this Agreement and the Notes may be amended, waived or modified only upon the written consent of the Company and a Majority in Interest of Investors….” Accordingly, I will notify the holders of the Notes that the majority interest threshold has been met as such time as the Company has received the signatures of a majority interest in the Notes.
Please contact me at shandy@opti-harvest.com or ____________ with any questions.
| Sincerely, | ||
| OPTI-HARVEST, INC. | ||
| By: | ||
| Name: | Steve Handy | |
| Title: | Chief Financial Officer | |
Accepted and Agreed:
| Name of Holder of Note: ____________________ | |
| Signature: _________________________________ | |
| Print Name Person | |
| Signing for Entity (if applicable): ____________________ | |
| Title (if signing for an entity): ___________________ | |
| Date: _________________, 2022 |
C:
| C: 2 |
| This ‘S-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/31/22 | None on these Dates | ||
| 6/15/22 | ||||
| 5/6/22 | ||||
| 12/15/21 | ||||
| 10/15/21 | ||||
| 9/23/21 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/11/24 Opti-Harvest, Inc. S-1/A 73:15M M2 Compliance LLC/FA 12/29/23 Opti-Harvest, Inc. S-1/A 78:15M M2 Compliance LLC/FA 11/20/23 Opti-Harvest, Inc. 10-Q 9/30/23 57:5.6M M2 Compliance LLC/FA 8/21/23 Opti-Harvest, Inc. 10-Q 6/30/23 57:5.5M M2 Compliance LLC/FA 6/26/23 Opti-Harvest, Inc. S-1 74:14M M2 Compliance LLC/FA 6/21/23 Opti-Harvest, Inc. POS AM 74:14M M2 Compliance LLC/FA 5/18/23 Opti-Harvest, Inc. 10-Q 3/31/23 57:4.7M M2 Compliance LLC/FA 4/17/23 Opti-Harvest, Inc. 10-K 12/31/22 68:7M M2 Compliance LLC/FA 2/08/23 Opti-Harvest, Inc. S-1/A 2:96K M2 Compliance LLC/FA 2/03/23 Opti-Harvest, Inc. S-1/A 80:13M M2 Compliance LLC/FA 1/13/23 Opti-Harvest, Inc. S-1/A 78:13M M2 Compliance LLC/FA |