Via GlobeNewswire April 1, 2024 08:38 ET
InspireSemi Announces Secured Loans and Closing of Private Placement
VANCOUVER, British Columbia and AUSTIN, Texas – April 1, 2024 – Inspire Semiconductor Holdings Inc. (TSXV: INSP) (“InspireSemi” or the “Company”), a chip design company that provides revolutionary high-performance, energy-efficient accelerated computing solutions for High Performance Computing (HPC), AI, graph analytics, and other compute-intensive workloads, today announced that it has entered into a secured loan agreement (the “Loan Agreement”) and has received loans thereunder (each a “Loan”) of US$450,000 made by certain arm’s-length investors and Jeff R. Schneider, a director of the Company (each a “Lender”).
The maturity date of each Loan is the date that is 12 months following the date that such Loan is received by the Company (the “Maturity Date”), being March 28, 2025. Each Loan bears interest of 10% per annum payable on the Maturity Date. The Loans may be repaid by the Company prior to the Maturity Date at the Company’s option.
The Loans are secured until repayment by a first ranking security granted by general security agreement (and guaranteed by all subsidiaries) on all of the present and future acquired assets of the Company and its subsidiaries.
The Company will, subject to the approval of the TSX Venture Exchange (the “Exchange”), issue a total of 48,911 Bonus Warrants to the Lenders. Each Bonus Warrant is exercisable for one proportionate voting share of the Company (“PV Shares”) at a price per PV Share $12.50 and will have a term expiring one year from the date of issuance. All issued Bonus Warrants (and PV Shares issued upon exercise of Bonus Warrants) are subject to a hold period of four months and one day from the date of issuance, in accordance with applicable securities laws.
For clarity, each PV Share issued upon exercise of a PV Warrant will be convertible into 100 SV Shares 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 circular dated August 14, 2022 which is available on SEDAR+ at www.sedarplus.ca.
The terms of the Loan Agreement provide that the Company may receive additional secured loans on the same terms up to a maximum amount of US$3,000,000. The Company will provide updates regarding any additional loans made under the Loan Agreement and any additional Bonus Warrants issued by way of further press release.
The proceeds of the Loans will be used to fund additional costs with respect to the tape out of the Company’s Thunderbird semiconductor chip, and for general working capital.
A total Advance of US$65,000 was made by, and the Company intends to issue 7,065 Bonus Warrants to, Jeff R. Schneider, who is considered an “insider” by virtue of him being a director of the Company and therefore these transactions are considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the formal valuation exemption in section 5.5(b) of MI 61-101 and upon the minority approval exemption in section 5.7(1)(a)of MI 61-101 on the basis that, at the time the Advance was made and the Bonus Warrants will be issued neither the fair market value of the subject matter of, nor the fair market value of the consideration exceeded 25% of the Company’s market capitalization as determined in accordance with MI 61-101.
The Loans and the issuance of Bonus Warrants are subject to the approval of the Exchange.
Closing of Private Placement
The Company further announces that it closed a tranche of the non-brokered private placement previously announced on January 15, 2024 (the “Financing”) comprised of subordinate voting share units (each an “SV Unit”) or proportionate voting share units (each a “PV Unit”) for total proceeds of C$136,010.10.
The Company intends to use the proceeds from the Financing for general working capital purposes. No finder’s fees are payable on any portion of the funds raised under the Financing.
Investors not resident in the United States were issued SV Units at a price per SV Unit of C$0.15. Each SV Unit consists of one subordinate voting share in the capital of the Company (each an “SV Share”) and one half of one SV Share purchase warrant of the Company (each whole warrant an “SV Warrant”). Each whole SV Warrant is exercisable for one SV Share at a price per share of C$0.20.
Investors resident in the United States were issued PV Units at a price per PV Unit of C$15.00. Each PV Unit consists of one proportionate voting share in the capital of the Company (each a “PV Share”) and one half of one PV Share purchase warrant of the Company (each whole warrant a “PV Warrant”). Each whole PV Warrant is exercisable for one PV Share at a price per share of $20.00.
The Company issued 633,334 SV Units for gross proceeds of $95,000.10 and 2,734 PV Units for gross proceeds of $41,010. Each of the SV Warrants and PV Warrants issued have an expiry date of three years from April 1, 2024, being April 1, 2027.
All securities issued pursuant to the closing of the Financing are subject to resale restrictions pursuant to applicable securities law requirements until 4 months and one day from their date of issuance, in this case until August 2, 2024.
The Financing has been conditionally approved by the Exchange but remains subject to the receipt of final approval from the Exchange.
About InspireSemi
InspireSemi (TSXV: INSP) provides revolutionary high-performance, energy-efficient accelerated computing solutions for High-Performance Computing (HPC), AI, graph analytics, and other compute-intensive workloads. The Thunderbird ‘supercomputer-cluster-on-a-chip’ is a disruptive, next-generation datacenter accelerator designed to address multiple underserved and diversified industries, including financial services, computer-aided engineering, energy, climate modeling, and life sciences & drug discovery. Based on the open standard RISC-V instruction set architecture, InspireSemi’s solutions set new standards of performance, energy efficiency, and ease of programming. InspireSemi is headquartered in Austin, TX.
For more information visit https://inspiresemi.com
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Investor Relations Contact
Phil Carlson/Scott Eckstein
KCSA Strategic Communication
inspiresemi@kcsa.com
Company Contact
John B. Kennedy, CFO
(737) 471-3230
jkennedy@inspiresemi.com
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 (iii) expectations as to the use of funds in respect of the Financing or Loan Facility. 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 completion of or satisfaction of all closing conditions in connection with the Financing or Loan Facility, including receipt of final approval from the Exchange; (iii) expectations for other economic, business, regulatory and/or competitive factors related to the Company or the technology industry generally; (iv) 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.sedarplus.ca; and (v) other events or conditions that may occur in the future. Although the Company 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 Company 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 Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) 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.