Cobalt Annual Report 2015 - page 64

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increases in operating costs, including cost overruns associated with our exploration and development activities;
analysts’ reports or recommendations;
the failure of securities analysts to cover our common stock or changes in financial estimates by analysts;
the inability to meet the financial estimates of analysts who follow our common stock;
the issuance or sale of any additional securities of ours;
investor perception of our company and of the industry in which we compete and areas in which we operate; and
general economic, political and market conditions.
A substantial portion of our total outstanding shares may be sold into the market at any time. This could cause the market price of
our common stock to drop significantly, even if our business is doing well.
All of the shares sold in our public offerings are freely tradable without restrictions or further registration under the federal
securities laws, unless purchased by our “affiliates” as that term is defined in Rule 144 under the Securities Act of 1933, as amended
(the “Securities Act”). Substantially all the remaining shares of common stock are restricted securities as defined in Rule 144 under
the Securities Act. Restricted securities may be sold in the U.S. public market only if registered or if they qualify for an exemption
from registration, including by reason of Rules 144 or 701 under the Securities Act. All of our restricted shares are eligible for sale in
the public market, subject in certain circumstances to the volume, manner of sale limitations with respect to shares held by our
affiliates, and other limitations under Rule 144. Additionally, we have registered all shares of our common stock that we may issue
under our employee and director benefit plans. These shares can be freely sold in the public market upon issuance, unless pursuant to
their terms these stock awards have transfer restrictions attached to them. Sales of a substantial number of shares of our common
stock, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price
of our common stock.
Conversion of the notes may dilute the ownership interest of existing stockholders, including holders who have previously
converted their notes.
The conversion of some or all of the notes may dilute the ownership interests of existing stockholders. Any sales in the public
market of any shares of our common stock issuable upon such conversion could adversely affect prevailing market prices of our
common stock. In addition, the anticipated conversion of the notes into shares of our common stock or a combination of cash and
shares of our common stock could depress the price of our common stock.
Holders of our common shares will be diluted if additional shares are issued.
We may issue additional shares of common stock, preferred stock, warrants, rights, units and debt securities for general
corporate purposes, including, but not limited to, repayment or refinancing of borrowings, working capital, capital expenditures,
investments and acquisitions. We may issue additional shares of common stock in connection with complementary or strategic
acquisitions of assets or businesses. We also issue restricted stock to our executive officers, employees and independent directors as
part of their compensation. If we issue additional shares of common stock in the future, it may have a dilutive effect on our current
outstanding stockholders.
Ownership of our capital stock is concentrated among our largest stockholders and their affiliates.
A small number of stockholders hold a majority of our common stock. These stockholders have influence over all matters that
require approval by our stockholders, including the election of directors and approval of significant corporate transactions. This
concentration of ownership may limit your ability to influence corporate matters, and as a result, actions may be taken that you may
not view as beneficial. Furthermore, these stockholders may sell their shares of common stock at any time. Such sales could be
substantial and adversely affect the market price of our common stock.
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