THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN
CANADA ONLY AND IS
NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED
STATES.
TORONTO, June 13,
2024 /CNW/ -- (TSXV: SEV) (OTCQB: SPVNF)
Spectra7 Microsystems Inc. ("Spectra7" or the
"Company"), a leader in high-performance analog
semiconductors for broadband connectivity markets, such as AI
networks, hyperscale data centers, and AR/VR, is pleased to
announce it has closed the second tranche of its previously
announced non-brokered private placement (the "Private
Placement") to certain institutional investors and other
investors of the Company (the "Subscribers") of units
("Units"), with each Unit consisting of either: (i) one
common share (each a "Common Share") and one common share
purchase warrant (each a "Warrant"); or (ii) if the Share
Ownership Threshold (defined below) would be exceeded by a
Subscriber as a result of their subscription for Units or a
Subscriber otherwise elects, one pre-funded common share purchase
warrant (each, a "Pre-Funded Warrant") and one Warrant, at a
purchase price of $0.10 per Unit (the
"Offering Price"). The Company issued 18,311,453 Units for
aggregate gross proceeds of approximately $1,831,145 in the second tranche of the Private
Placement.
The total gross proceeds from the two tranches of the Private
Placement is approximately $12.6
million. The net proceeds of the Private Placement are
expected to be used for working capital and general corporate
purposes.
Each Warrant is exercisable immediately and entitles the holder
thereof to purchase either: (i) one Common Share; or (ii) if the
Share Ownership Threshold would be exceeded by a Subscriber as a
result of the exercise of their Warrants, one Pre-Funded Warrant,
at an exercise price of $0.11 per
Common Share or Pre-Funded Warrant until June 13, 2029. The expiry date of the Warrant can
be accelerated by the Company at any time prior to the expiry date
of the Warrants if the closing price of the Common Shares on the
TSX Venture Exchange (the "TSXV") is greater than
$0.33 for any period of 10
consecutive trading days and certain volume trading thresholds are
met during those 10 consecutive trading days. Each Pre-Funded
Warrant entitles the holder to purchase one Common Share for a
nominal amount subject to compliance with the Share Ownership
Thresholds. The Pre-Funded Warrants do not expire.
The "Share Ownership Threshold" is (i) 9.99% of the number of
Common Shares outstanding; or (ii) if the relevant Subscriber or
holder has filed and the TSXV has cleared for acceptance a personal
information form in the form prescribed by the TSXV, 19.99% of the
number of Common Shares outstanding; provided, however, that the
19.99% threshold shall apply if the requisite disinterested
shareholder approval has been obtained in accordance with
applicable TSXV policies.
Craig-Hallum Capital Group (the "Agent") acted as the
sole placement agent for the second tranche of the Private
Placement for purchasers in the United
States. The Agent received a cash commission of US$70,000 and compensation warrants on
substantially the same terms as the Warrants, entitling the Agent
to purchase up to 682,462 Common Shares at an exercise price of
$0.11 per Common Share until
June 13, 2029. The compensation
warrants are not exercisable for Pre-Funded Warrants and are
non-transferable. Richardson Wealth Ltd. also received a cash
finder's fee equal to $8,400 with
respect to certain Canadian purchasers.
All dollar amounts in this news release are denominated in
Canadian dollars unless otherwise specified.
The Private Placement is subject to receipt of final approval by
the TSXV. In the United States,
the Units were issued on a private placement basis pursuant to
exemptions from the registration requirements of the United States
Securities Act of 1933, as amended (the "U.S. Securities
Act"). No securities regulatory authority has either approved
or disapproved of the contents of this news release. Securities
offered in the second tranche of the Private Placement and sold in
Canada are subject to a statutory
four month resale restriction under National Instrument 45-102 –
Resale of Securities, and, if applicable, a four month hold
period under the policies of the TSXV, which expires on
October 14, 2024. This news release
is not an offer to sell or the solicitation of an offer to buy the
securities in the United States or
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to qualification or registration under the
securities laws of such jurisdiction, nor shall there be any sale
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
The securities being offered have not been, nor will they be,
registered under the U.S. Securities Act, and such securities may
not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons
absent registration or an applicable exemption from U.S.
registration requirements and applicable U.S. state securities
laws.
Neither TSXV nor its Regulation Services Provider (as that
term is defined in policies of the TSXV) accepts responsibility for
the adequacy or accuracy of this release.
About Spectra7 Microsystems
Spectra7 Microsystems Inc. is a high-performance analog
semiconductor company delivering unprecedented bandwidth, speed and
resolution to enable disruptive industrial design for leading
electronics manufacturers in virtual reality, augmented reality,
mixed reality, data centers and other connectivity markets.
Spectra7 is based in San Jose,
California with a design center in Cork, Ireland and a technical support location
in Dongguan, China.
For more information, please visit www.spectra7.com.
CAUTIONARY NOTES
Certain statements contained in this press release constitute
"forward-looking statements" or "forward-looking information"
(collectively, "forward-looking statements") under applicable
securities laws in the United
States and Canada. All
statements other than statements of historical fact contained in
this press release, including, without limitation, any statements
preceded by, followed by or that include the words "believe",
"expect", "aim", "intend", "plan", "continue", "will", "may",
"would", "anticipate", "estimate", "forecast", "predict",
"project", "seek", "should" or similar expressions or the negative
thereof, are forward-looking statements. Forward looking statements
in this press release include, but are not limited to the ability
of the Company to obtain the final approval of the TSXV for the
second tranche of the Private Placement, the use of proceeds for
the Private Placement, and the Company's ability to support
hyperscaler customer needs. These statements are not historical
facts but instead represent only the Company's expectations,
estimates and projections regarding future events. These statements
are not guarantees of future performance and involve assumptions,
risks and uncertainties that are difficult to predict, including,
but not limited to, the risk that the Company is not being able to
obtain the necessary regulatory or stock exchange approvals for
closing of the second tranche of the Private Placement, the
proceeds of the Private Placement being insufficient for the
Company's needs, or being used in a manner other than as disclosed
herein. Therefore, actual results may differ materially from what
is expressed, implied or forecasted in such forward-looking
statements. Additional factors that could cause actual results,
performance or achievements to differ materially include, but are
not limited to, the risk factors discussed in the Company's
management's discussion and analysis for the year ended
December 31, 2023. Management
provides forward-looking statements because it believes they
provide useful information to investors when considering their
investment objectives and cautions investors not to place undue
reliance on forward-looking information. Consequently, all of the
forward-looking statements made in this press release are qualified
by these cautionary statements and other cautionary statements or
factors contained herein, and there can be no assurance that the
actual results or developments will be realized or, even if
substantially realized, that they will have the expected
consequences to, or effects on, the Company. These forward-looking
statements are made as of the date of this press release and the
Company assumes no obligation to update or revise them to reflect
subsequent information, events or circumstances or otherwise,
except as required by law.
For more information, please contact:
Matt Kreps
Darrow Associates
214-597-8200
ir@spectra7.com
Spectra7 Microsystems Inc.
Ron Pasek
Chair of the Board of Directors
408-710-6462
ronpasek@yahoo.com
Spectra7 Microsystems Inc.
Dave Mier
Interim Chief Financial Officer
925-858-7011
ir@spectra7.com
Spectra7 Microsystems Inc.
John Mitchell
Public Relations
650-269-3043
pr@spectra7.com
SOURCE Spectra7 Microsystems Inc.
