InspireSemi Announces Non-Brokered Private Placement of
VANCOUVER, British Columbia and AUSTIN, Texas, Dec. 07, 2022 (GLOBE NEWSWIRE) — Inspire Semiconductor Holdings Inc. (TSXV: INSP) (“InspireSemi” or the “Company”), a chip design company that has built a technology foundation to deliver revolutionary performance, today announced that it intends to undertake a non-brokered private placement (the “Financing”) for up to an aggregate amount of C$2,000,000 of units (the “Units”), with each Unit being comprised of (i) an unsecured convertible debenture (each, a “Debenture”) in a principal amount of C$1,000 and (ii) 52 proportionate voting share purchase warrants (the “Warrants”). The Financing is expected to close in multiple tranches. The proceeds from the Financing will be used to support the Company’s go-forward strategy and general working capital needs.
Each Debenture will carry a term to maturity of three years and bear interest at a rate of 10.0% per annum. Each Debenture shall be convertible into proportionate voting shares (the “Conversion Shares”) of the Company at the election of the applicable holder at a conversion price of C$19.00 per Conversion Share (C$0.19 per subordinate voting share of the Company on a fully converted basis) at any point prior to maturity, subject to certain acceleration rights in favor of the Company.
Each Warrant entitles the holder to purchase one proportionate voting share in the capital of the Company (the “Warrant Shares” and together with the Conversion Shares, the “Underlying Shares”) at a price of C$30.00 (C$0.30 per subordinate voting share on a fully converted basis) for a term of three years following closing of the Financing.
For clarity, each Underlying Share issued in connection with the Financing will be convertible into 100 subordinate voting shares of the Company at the option of the holder and upon the terms outlined in the Company’s articles available as Schedule “A” to the Company’s management information dated August 14, 2022, which is available on SEDAR at www.sedar.com.
The Debentures, Warrants and Underlying Shares issued upon conversion of the Debentures or the exercise of the Warrants, as applicable will be subject to resale restrictions pursuant to applicable securities law requirements comprised of a hold period of four months plus one day from the closing date of the applicable tranche.
Finders’ fees may be payable on all or a portion of the funds raised under the Financing (the “Finder’s Fees“).
The Financing and Finder’s Fees are subject to the approval of the TSX Venture Exchange.
InspireSemi is an Austin-based chip design company that has built a technology foundation that delivers revolutionary performance, energy efficiency, versatility, and a thriving open software ecosystem. This enables us to address multiple diversified, uncorrelated markets of High-Performance Computing (HPC), AI, and blockchain. Led by an accomplished team with a proven track record, it has a unique and strongly differentiated accelerated computing solution compared to existing approaches for these markets
Investor Relations Contact
Phil Carlson/Scott Eckstein
KCSA Strategic Communication
John B. Kennedy, CFO
Cautionary Statement on Forward-Looking Information
This press release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws (“forward-looking statements”). Statements concerning InspireSemi’s objectives, goals, strategies, priorities, intentions, plans, beliefs, expectations and estimates, and the business, operations, financial performance and condition of InspireSemi are forward-looking statements. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results “may”, “could”, “would”, “might” or “will” (or other variations of the forgoing) be taken, occur, be achieved, or come to pass.
Forward-looking information includes, but is not limited to, information regarding: (i) the business plans and expectations of the Company including expectations with respect to production and development; and (ii) expectations for other economic, business, and/or competitive factors. Forward-looking information is based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this presentation, but involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of InspireSemi, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors may be based on information currently available to the Company including information obtained from third-party industry analysts and other third-party sources, and are based on management’s current expectations or beliefs. Any and all forward-looking information contained in this news release is expressly qualified by this cautionary statement.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Forward-looking information reflects management’s current beliefs and is based on information currently available to them and on assumptions they believe to be not unreasonable in light of all of the circumstances. In some instances, material factors or assumptions are discussed in this news release in connection with statements containing forward-looking information. Such material factors and assumptions include, but are not limited to: (i) statements relating to the business and future activities of, and developments related to, the Company after the date of this press release; (ii) expected satisfaction of all closing conditions in connection with the Financing, including receipt of final approval from the TSX Venture Exchange; (iii) expected completion of the Financing upon the terms contemplated herein and, in any event, on terms that are no less advantageous to the Company; (iv) expectations for other economic, business, regulatory and/or competitive factors related to the Company or the technology industry generally; (v) the risk factors referenced in this news release and as described from time to time in documents filed by the Company with Canadian securities regulatory authorities on SEDAR at www.sedar.com; and (vi) other events or conditions that may occur in the future. Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein is made as of the date of this news release and, other than as required by law, the Corporation disclaims any obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
Neither the TSX Venture nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this release.
THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES DESCRIBED HEREIN, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE OR JURISDICTION.
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