[8-K] Optical Cable Corp. Reports Material Event

Rhea-AI Filing Summary

Local Bounti Corporation (LOCL) has filed a Form 144 disclosing a planned disposition of restricted stock under Rule 144 of the Securities Act.

Seller: KEBS Trust
Planned sale: 3,500 common shares
Broker: Morgan Stanley Smith Barney, New York
Approximate sale date: 10 July 2025 (on the NYSE)
Aggregate market value: $9,261.35
Shares outstanding: 10,914,704
This transaction equals roughly 0.03 % of the company’s outstanding stock, indicating minimal dilution risk.

The shares were originally received as a gift from an affiliate on 28 December 2022. KEBS Trust has already executed several open-market sales in the past three months:

• 09 Jul 2025 – 200 shares – $602.00
• 22 May 2025 – 1,179 shares – $2,458.33
• 21 May 2025 – 600 shares – $1,262.52
• 20 May 2025 – 800 shares – $1,736.72
• 19 May 2025 – 1,000 shares – $2,226.60
• 16 May 2025 – 1,421 shares – $3,326.13

Total prior 3-month sales: 5,200 shares for gross proceeds of about $11,612. The signatory affirms no undisclosed adverse information and acknowledges SEC anti-fraud provisions.

Positive

• None.

Negative

• Insider disposition: KEBS Trust plans to sell 3,500 shares after already selling 5,200 shares in the prior three months, potentially signaling reduced insider exposure.

Insights

Financial Analyst

TL;DR: Tiny insider sale (0.03 % float)—unlikely to move LOCL shares materially.

The Form 144 signals a forthcoming sale of 3,500 shares worth roughly $9.3k. With 10.9 m shares outstanding, the transaction is negligible from a supply-and-demand perspective. Even adding the 5,200 shares sold in the past quarter, cumulative dispositions remain far below any threshold that would normally pressure liquidity or signal broad insider pessimism. No price-sensitive operational data or guidance accompanies the filing, so market impact should be limited. I classify the event as routine and not fundamental to the investment thesis.

Corporate Governance Expert

TL;DR: Routine Rule 144 filing; governance risk minimal given size and disclosure.

The trust’s sales are properly disclosed and executed through a reputable broker, aligning with Rule 144 transparency norms. The signer affirms no undisclosed adverse information, satisfying ethical and legal safeguards. While serial sales can occasionally raise alignment concerns, the modest dollar amounts and adherence to disclosure requirements suggest no red-flag governance issues at this time.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

   

FORM 8-K

   

Current Report

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 7, 2025

   

OPTICAL CABLE CORPORATION

(Exact name of registrant as specified in its charter)

   

Virginia		000-27022		54-1237042
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)
5290 Concourse Drive Roanoke, VA				24019
(Address of principal executive offices)				(Zip Code)

 

(540) 265-0690

(Registrant’s telephone number, including area code)

  Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):  

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class	Trading Symbol	Name of exchange on which registered
Common Stock, no par value	OCC	Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12B-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

   

Table of Contents

Item 1.01 Entry into a Material Definitive Agreement	3
Item 3.02 Unregistered Sales of Equity Securities	3
Item 9.01 Financial Statements and Exhibits	3
Signatures	4
Exhibits

 

2

 

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.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

The following are filed as Exhibits to this Report.

 

Exhibit No.		Description of Exhibit
10.1		Stock Purchase Agreement dated July 7, 2025 by and between Optical Cable Corporation and Lightera, LLC. (FILED HEREWITH)
99.1		Press Release dated July 7, 2025. (FURNISHED HEREWITH)
104		Cover page Interactive Data File (embedded within the inline XBRL document)

 

3

 

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.

 

OPTICAL CABLE CORPORATION
By:		/s/ Tracy G. Smith
Name:		Tracy G. Smith
Title:		Senior Vice President and Chief Financial Officer

 

Dated: July 10, 2025

 

4

FAQ

How many Local Bounti (LOCL) shares are being sold under this Form 144?

The filing covers 3,500 common shares planned for sale.

What is the estimated dollar value of the planned LOCL sale?

The aggregate market value is $9,261.35.

When is the approximate sale date for the LOCL shares?

The filer indicates an approximate sale date of 10 July 2025.

How many LOCL shares has KEBS Trust sold in the past three months?

The trust sold 5,200 shares between 16 May and 9 July 2025.

What portion of Local Bounti’s outstanding shares does the new sale represent?

The 3,500-share sale equals roughly 0.03 % of the 10,914,704 shares outstanding.

Does the filing reveal any undisclosed adverse information about LOCL?

No. The signer explicitly states awareness of no material non-public adverse information.