Optical Cable Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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Item 1.01 Entry into a Material Definitive Agreement

 

On July 7, 2025, Optical Cable Corporation, a Virginia corporation (the “Company”) with its chief executive office located at 5290 Concourse Drive, Roanoke, Virginia 24019 entered into a Stock Purchase Agreement (the “Agreement”) with Lightera, LLC, a Delaware limited liability company (“Investor”) with its chief executive office located at 2000 NE Expressway, Norcross, Georgia 30071.

 

The Agreement was executed under the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D. Under the Agreement, the Company agreed to sell 642,199 shares of its common stock to the Investor for an aggregate purchase price of $2 million dollars.

 

The Agreement contains Put Rights and Call Rights, designed to provide liquidity and flexibility for both parties. The Put Right enables the Investor to require the Company to repurchase its Shares during a designated Put Exercise Period, which starts on the second anniversary of the Agreement’s Effective Date and lasts for ninety days unless extended. Conversely, the Call Right allows the Company to repurchase Shares from the Investor during a Call Exercise Period, also commencing after the second anniversary and lasting ninety days. In each case, the Put Right and/or Call Right can be exercised prior to the second anniversary upon the occurrence of specific events as enumerated in the Agreement.

 

The Agreement provides a number of representations made by the Company, which include statements regarding its organizational status, authority to enter into the Agreement, validity of the issuance of Shares, and compliance with applicable securities laws and stock exchange listing requirements. The Agreement also includes provisions for indemnification, whereby the Company agrees to indemnify the Investor and related persons against losses arising from breaches of representations, warranties, or covenants.

 

This summary description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is attached hereto as Exhibit 10.1 and is hereby incorporated herein by reference.

 

The Company issued a press release announcing the investment by Investor, along with a strategic collaboration agreement between the Company and the Investor to expand product offerings and solutions – especially for the data center and enterprise sectors, on July 7, 2025. The press release is attached hereto as Exhibit 99.1.

 

Item 3.02 Unregistered Sales of Equity Securities

 

The information provided in Item 1.01 of this Current Report is hereby incorporated by reference in this Item 3.02. The issuance of the shares of the Company’s common stock as described in Item 1.01 will be made in reliance upon an exemption from the securities registration requirements of the Securities Act of 1933, as amended (“Securities Act”), afforded by Section 4(a)(2) and/or Rule 506 of Regulation D promulgated under the Securities Act.

 

 

(d) Exhibits

 

The following are filed as Exhibits to this Report.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Dated: July 10, 2025