Utilized Optoelectronics, Inc. 424B5 February 25, 2021 4:50 PM


DESCRIPTION OF SECURITIES TO BE OFFERED

The descriptions of securities contained on this prospectus, along with any relevant prospectus dietary supplements, summarize the essential phrases and provisions of the varied kinds of securities that we could supply. We’ll describe within the relevant prospectus complement regarding the securities the particular phrases of the securities supplied by such prospectus complement. If we so state within the relevant Prospectus Complement, the phrases of the Securities could differ from the phrases we’ve got summarized under. We can even embrace data within the prospectus complement, if any, about materials US federal earnings tax penalties regarding the securities and the inventory trade, if any, on which the securities will likely be listed.

We could promote occasionally, in reference to a number of Principal Choices, our Frequent Shares, Most well-liked Shares, Warrants and Items, or any mixture of the foregoing.

On this prospectus, we consult with any frequent inventory, most well-liked inventory, warrants, models or any mixture of the above securities that we promote in a foremost providing collectively as “securities”. The whole greenback quantity of all securities that we could problem beneath this prospectus is not going to exceed $ 250,000,000.

This prospectus is probably not used to impact a sale of securities except it’s accompanied by a prospectus complement.

The next is a abstract of the fabric provisions of the securities as set out in our Certificates of Incorporation, as amended so far, and the bylaws, as amended so far. For extra particulars on our share capital, please see our Amended and Restated Certificates of Incorporation and Amended and Restated Articles of Affiliation, in addition to relevant Delaware legislation.

Description of share capital

The next description of our share capital summarizes the essential phrases and provisions of the share capital that we could supply beneath this prospectus, isn’t full and is certified in its entirety by reference to our certificates of incorporation and our articles of affiliation. , as amended later. on time, which have been filed with the SEC as reveals to the registration assertion, every of which is integrated by reference into this prospectus. As well as, you ought to be conscious that the abstract under doesn’t give full impact to the phrases of statutory or frequent legislation provisions.

Basic

Though the phrases we’ve got summarized under usually apply to any future frequent shares or most well-liked shares that we could supply, we are going to describe in additional element the particular phrases of any collection of most well-liked shares within the prospectus complement. relevant. If we so state in a prospectus complement, the phrases of any most well-liked shares we provide beneath that prospectus complement could differ from the phrases we describe under.

Our licensed share capital consists of 45,000,000 frequent shares with a par worth of $ 0.001 per share and 5,000,000 non-designated most well-liked shares with a par worth of $ 0.001 per share. As of December 11, 2019, there have been 20,120,213 frequent shares excellent and no most well-liked shares excellent.

Strange actions

The holders of our frequent shares are entitled to 1 vote for every frequent share held on file for the election of administrators and on all issues put to a vote by shareholders. The holders of our frequent shares are additionally entitled to obtain proportional dividends, if any, as could also be declared by our board of administrators out of legally accessible funds, topic to any preferential dividend proper of any most well-liked inventory then in circulation. On our dissolution, liquidation or liquidation, the holders of our frequent shares are entitled to proportionately share our legally accessible web belongings after fee of all our money owed and different liabilities, topic to the preferential rights of any most well-liked shares then excellent. The holders of our odd shares shouldn’t have any subscription, pre-emption, redemption or conversion rights. The rights, privileges and privileges of the holders of frequent shares are topic to the rights of the holders of shares of any collection of most well-liked shares that we could designate and problem sooner or later and could also be affected by them. Apart from the election of

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