InspireSemi Announces Closing of First Tranche of Private Placement and Proposed Amendment to Loan Agreement
VANCOUVER, British Columbia and AUSTIN, Texas – May 19, 2023 – Inspire Semiconductor Holdings Inc. (TSXV: INSP) (“InspireSemi” or the “Company”), a chip design company that has built a technology foundation to deliver revolutionary accelerator performance, today announced it has closed the first tranche of its non brokered private placement of units (“Units”) as previously announced by the Company in its press release dated April 13, 2023 (the “Private Placement”).
The Company further announced that it expects to enter into an agreement to amend the terms (the “Amendment”) of a short-term unsecured loan agreement (the “Loan Agreement”) as announced and further described by the Company’s press release dated March 7, 2023.
Closing of First Tranche of Private Placement
Each Unit consists of (i) an unsecured convertible debenture in a principal amount of C$1,000 and (ii) 95 proportionate voting share purchase warrants. A total of 1,139 Units were sold. Total proceeds raised as part of the first tranche of the Private Placement were C$1,139,000.
All securities issued pursuant to the closing of the first tranche of the Private Placement are subject to resale restrictions pursuant to applicable securities law requirements until September 20, 2023.
The Company expects to close additional tranches of the Private Placement. Please refer to the Company’s press release dated April 13, 2023 for further information. The amount remaining for issuance pursuant to the Private Placement considering the first tranche closing and the Amendment is now C$1,827,000.
The Private Placement is subject to the final approval of the TSX Venture Exchange.
Amendment of Loan Agreement.
Pursuant to the Amendment the existing loans made under the Loan Agreement will have the same terms as the securities issued in the Private Placement, such that the lenders under the Loan Agreement will be issued Units.
There is currently US$760,000 (the “Outstanding Principal”) outstanding under the Loan Agreement. The Company proposes to issue a number of Units equal to the nearest C$1,000 in respect of the Outstanding Principal as converted to Canadian dollars at the Bank of Canada Daily Rate on the date the Amendment is executed. Any excess Outstanding Principal will be repaid to the lenders by the Company in cash.
Each Unit will be as described above and as further described in the Company’s press release dated April 13, 2023.
Following the completion of the Amendment, the Company does not intend to draw on any further funds pursuant to the Loan Agreement.
All securities issued pursuant to the Amendment 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.
The Amendment is subject to the approval of the TSX Venture Exchange.
Pursuant to the Amendment, if completed, Units will be issued to one or more individuals who are considered “insiders” by virtue of their being directors or officers of the Company and the issuance of Units to them will be considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company will rely on the formal valuation exemption in section 5.5(a) 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 Amendment is agreed, neither the fair market value of the Amendment, nor the fair market value of the consideration therefor, insofar as it involves related parties will exceed 25% of the Company’s market capitalization as determined in accordance with MI 61-101.
A material change report may not be filed at least 21 days before the execution of the Amendment. The Company believes the shorter period is reasonable and necessary in the circumstances to allow the Company to complete the Amendment at the same time as any further tranches of the Private Placement.
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 Private Placement, including receipt of final approval from the TSX Venture Exchange; (iii) expected completion of the Private Placement 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.