Aiming to become the global leader in chip-scale photonic solutions by deploying Optical Interposer technology to enable the seamless integration of electronics and photonics for a broad range of vertical market applications

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Message: Just a Thought About Institutions Becoming Insiders

https://www.sec.gov/Archives/edgar/data/1437424/000149315224038157/form6-k.htm

 

BOLD is mine

nodrog16

 

Terms of the Warrant

 

The Warrant is exercisable for an aggregate of up to 2,000,000 Common Shares at an exercise price of $5.00 per Common Share. The Warrant will expire five years from the date of issuance (the “Termination Date”). Subject to the terms of the Warrant, the Warrant is exercisable, in whole or in part, at any time or times after the issuance date of September 25, 2024 and on or before the Termination Date; provided, however, that the Warrant may only be exercised by the holder of the Warrant if, at the time of such exercise, the holder is not a U.S. person as defined in Rule 902(k) of Regulation S, the holder (or the holder’s authorized signatory) is outside the United States, and the applicable notice of exercise is executed outside the United States. If at the time of exercise of the Warrant there is no effective registration statement registering, or the prospectus contained therein is not available for, the issuance of such shares to, or the resale of such shares by, the holder of the Warrant, and the Company is not a “foreign issuer” as defined in Rule 902 of Regulation S, then the Warrant may also be exercisable on a “cashless exercise” basis under which the holder will receive upon such exercise a net number of Common Shares determined according to a formula set forth in the Warrant. The Company is prohibited from effecting an exercise of the Warrant to the extent that such exercise would result in the number of shares of Common Stock beneficially owned by such holder and its affiliates exceeding 9.99% of the total number of shares of Common Stock outstanding immediately after giving effect to the exercise.

 

The form of the Warrant is filed as Exhibit 4.1 to this Current Report on Form 6-K. The foregoing summary of the terms of the Warrant is subject to, and qualified in its entirety by, the form of such document, which is incorporated herein by reference.

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