Wrong. There is NO "lock up period" to the secondary?
"The 10 million share offering has a 180 day lockup period"
Where in the prospectus (exact page number and text) is that stated?
Also stated was "So this dilution talk is nonsense. "???
Really? The REALITY is pure, 30%, RAW DILUTION. The INSTANT that secondary is placed and sold, IF they can get it placed and sold, the O/S count will INSTANTLY go from 35 MILLION shares or whatever the exact number is, to 45 MILLION, in the blink of an eye. And EVERY LAST ONE of those common shares will be free trading and hitting the market as straight-up, high grade DILUTION. There's no myth of some "strong hands" holding the shares or whatever? Those shares will be ON THE MARKET, to buy and sell and trade by whoever wants to buy or sell them.
PAGE S-6, prelim PROSPECTUS, as filed WITH THE SEC:
"Common stock to be outstanding following this offering
44,612,718 shares (or 46,112,718 shares if the underwriters exercise their option to purchase additional shares in full).
"
44.6 Ma MILLION, INSTANT share count the day it's funded and sold. PERIOD. END OF STORY. No wait. No myth of "holding in hands" or whatever. FREE TRADING DILUTION.
The prospectus is CRYSTAL CLEAR that the underwriters, once they purchase the 10 million shares, are free and clear, at-will, to sell and dump them to whoever they want and as fast as they want, including making a market in the stock themselves on the retail markets and also engaging in shorting.
The ONLY place the words "lock up" appear in the SEC, duly filed prospectus, as related to the OCAT 10 million share offering- is a 90 day "lock up" specifically to keep "like shares" from being sold onto the market via OCAT insiders. In other words, OCAT insiders can't dump options, or do a "like share" financing with someone else that would unload more shares into the market as the underwriters are trying to sell the 10 million shares they just purchase. PERIOD. End of story on "lock up". One needs to read the prospectus for accurate information. It's all in there, every last word, for a reason per SEC and legal requirements.
From the prelim prospectus, PAGE S-17/S-18:
"No Sales of Similar Securities
We and each of our executive officers and directors have agreed, subject to specified exceptions, not to directly or indirectly:
•
sell, offer, contract or grant any option to sell (including any short sale), pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-l(h) under the Securities Exchange Act of 1934, as amended, or
•
otherwise dispose of any shares of common stock, options or warrants to acquire shares of common stock, or securities exchangeable or exercisable for or convertible into shares of common stock currently or hereafter owned either of record or beneficially, or
•
publicly announce an intention to do any of the foregoing for a period of 90 days after the date of this prospectus supplement without the prior written consent of Jefferies LLC, Cowen and Company, LLC and Piper Jaffray & Co.
These restrictions terminate after the close of trading of the common stock on and including the 90th day after the date of this prospectus supplement. However, subject to certain exceptions, in the event that either:
•
during the last 17 days of the 90-day restricted period, we issue an earnings release or material news or a material event relating to us occurs, or
•
prior to the expiration of the 90-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 90-day restricted period,
then in either case the expiration of the 90-day restricted period will be extended until the expiration of the 18-day period beginning on the date of the issuance of an earnings release or the occurrence of the material news or event, as applicable, unless Jefferies LLC, Cowen and Company, LLC and Piper Jaffray & Co. waive, in writing, such an extension.
Jefferies LLC, Cowen and Company, LLC and Piper Jaffray & Co. may, in their sole discretion and at any time or from time to time before the termination of the 90-day period release all or any portion of the securities subject to lock-up agreements. There are no existing agreements between the underwriters and any of our stockholders who will execute a lock-up agreement, providing consent to the sale of shares prior to the expiration of the lock-up period."
That verbiage has ZERO, NOTHING to do with an imagined 180 day "lock up" in which no shares can supposedly be sold or whatever. Not even close. It's to simply restrict insider selling and any sales of "other" like shares (as in another financing deal or similar). It's quite clear.
See the intro statement:
"We and each of our executive officers and directors have agreed, subject to specified exceptions, not to directly or indirectly:"
That word "we" means INSIDERS. PERIOD. NOTHING to do with the underwriters and their ability to SELL AT WILL, all 10 MILLION shares from the day they receive them, IF and when they fund this deal, and pay a DISCOUNT TO MARKET, yet unknown, for those 10 million shares, in exchange for giving OCAT a lump sum of cash, minus fees and expenses (the gross amount of the offering versus the net amount OCAT will receive). PROSPECTUS, there for a reason.
