Business Context and Reporting Period
Company: Optical Cable Corporation (OCC)
Filing Type: Form 8-K (Current Report)
Date of Report: July 7, 2025
Reporting Period: Specific event date of July 7, 2025
The Company entered into a Material Definitive Agreement and executed a strategic collaboration with Lightera, LLC ("Investor"). The transaction involves the sale of unregistered equity securities and a partnership to expand product offerings for data center and enterprise sectors.
Key Financial Metrics
This filing reports a specific capital transaction rather than periodic financial performance. Consequently, standard metrics such as revenue, profit, cash flow, margins, and debt levels are not disclosed in this document.
- Capital Raised: $2,000,000 aggregate purchase price.
- Shares Issued: 642,199 shares of Common Stock.
- Implied Price Per Share: Approximately $3.11 ($2,000,000 / 642,199 shares).
- Liquidity Impact: Immediate cash inflow of $2 million; future liquidity obligations exist via Put/Call rights.
Material Changes and Transaction Details
The primary material change is the entry into a Stock Purchase Agreement with Lightera, LLC. Key terms include:
- Transaction Structure: Sale of 642,199 shares under Section 4(a)(2) and/or Rule 506 of Regulation D exemptions.
- Put Rights: The Investor may require the Company to repurchase shares during a 90-day period starting on the second anniversary of the Effective Date (unless extended or triggered earlier by specific events).
- Call Rights: The Company may repurchase shares from the Investor during a 90-day period starting on the second anniversary of the Effective Date (unless triggered earlier by specific events).
- Strategic Collaboration: A concurrent agreement to expand product solutions, specifically targeting data center and enterprise markets.
Guidance, Outlook, and Risks
Outlook: Management anticipates expanded product offerings and solutions in the data center and enterprise sectors through the strategic collaboration with Lightera, LLC.
Risks and Contingencies:
- Future Repurchase Obligation: The Put Right creates a potential future cash outflow if the Investor exercises the right to sell shares back to the Company.
- Dilution: The issuance of 642,199 new shares results in dilution to existing shareholders.
- Legal Compliance: The transaction relies on specific securities law exemptions; failure to comply could result in legal repercussions.
Unusual Items: The filing does not disclose any unusual items outside of the standard terms of the Stock Purchase Agreement.
Investor Verification Checklist
- Verify the exact terms of the "specific events" that allow for early exercise of Put and Call rights prior to the second anniversary.
- Review the full text of the Stock Purchase Agreement (Exhibit 10.1) for valuation caps, redemption prices, or interest accruals on the repurchase obligation.
- Assess the Company's current cash position to determine its ability to fund a potential share repurchase under the Put Right in two years.
- Confirm the details of the strategic collaboration regarding revenue sharing or specific product development milestones.