When ELMT insiders can sell

…enter into any swap, hedge or other agreement or transaction that transfers, in whole or in part, the economic consequence of ownership of common stock, or securities exchangeable or exercisable for or convertible into shares of common stock, or publicly announce an intention to do any of the foregoing for a period of 180 days after the date of this prospectus without the prior written consent of the Representative. In addition, we and each such person agrees that, without the prior written consent of the Representative, we or such other person will not, during the restricted period, make any demand for, or exercise any right with respect to, the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable for common stock. The restrictions on transfer do not apply in certain circumstances, including: (a) transfers in…

Common Stock to be Outstanding After this Offering 28,847,649 shares (or 30,133,363 shares if the underwriters over -allotment option is exercised in full). Over-Allotment Option We have granted the representative of the underwriters a 30 -day option to purchase up to an additional 1,285,714 shares of our common stock at the initial public offering price to cover over -allotments , if any. Use of Proceeds We estimate that the net proceeds to us from this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, are approximately $109.0 million, based on the initial public offering price of $14.00 per share.

…ant to which the transferee agrees to the conditions of the lock -up agreements and, in the cases described in paragraphs (i) through (vi) below, are not reportable to the SEC under the Exchange Act, including: (i) as a bona fide gift or gifts; (iii) to any trust for the direct or indirect benefit of the holder or the immediate family of the holder; (iii) to any corporation, partnership, limited liability company, or other business entity all of the equity holders of which consist of the holder and/or the immediate family of the holder; (iv) if the holder is a corporation, partnership, limited liability company, trust or other busin…

A related party includes directors, executive officers, beneficial owners of 5% or more of any class of the Company s voting securities, immediate family members of any of the foregoing persons, and any entities in which any of the foregoing is an executive officer or is an owner of 5% or more ownership interest. If a transaction involving an amount in excess of $120,000 has been identified as a related party transaction, including any transaction that was not a related party transaction when originally consummated or any transaction that was not init…

At our request, the underwriters reserved 171,429 shares of our common stock, or 2% of the shares offered by this prospectus, for sale at the initial public offering price through a directed share program to certain of our directors, officers, and employees, as well as other parties related to The Elmet Group Co. See Underwriting Directed Share Program . We have granted a 30 -day option to the representative of the underwriters to purchase up to 1,285,714 additional shares of common stock at the public offering price, less underwriting discounts and commissions, solely to cover over -allotments , if any.

In addition, shares issued upon the exercise of stock options or stock appreciation rights pursuant to future awards granted under our equity incentive plans will become available for sale in the public market to the extent permitted by the provisions of applicable vesting schedules, any applicable market standoff and lock -up agreements and Rule 144 and Rule 701 under the Securities Act ( Rule 701 ). See Shares Eligible for Future Sale for additional information.