NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OF DISSEMINATION IN THE UNITED
STATES
TORONTO, Sept. 13,
2023 /CNW/ -- (TSXV:SEV) (OTCQB:SPVNF) Spectra7
Microsystems Inc. ("Spectra7" or the "Company"), a
leading provider of high-performance analog semiconductor products
for broadband connectivity markets, is pleased to announce a
proposed private placement to certain institutional investors and
insiders of the Company (the "Private Placement") of 2,838
units of the Company (each, a "Unit") at a price of
$1,000 per Unit for aggregate gross
proceeds of $2,838,000. Each Unit
shall consist of one 9.0% unsecured convertible debenture of the
Company (each, a "Debenture" and, collectively, the
"Debentures") in the principal amount of $1,000, and 1,538 common share purchase warrants
of the Company (each, a "Warrant" and, collectively, the
"Warrants"). Unless otherwise indicated, all dollar amounts
in this press release are expressed in Canadian dollars.
The Debentures will bear interest at a rate of 9.0% per annum
from the issuance date (the "Issuance Date"), payable
semi-annually in arrears on the last business day of June and
December. The interest obligation may be satisfied either in cash
or in common shares of the Company (the "Common Shares"), at
the Company's option. The Debentures will mature on the date that
is two years following the Issuance Date (the "Maturity
Date") and the principal amount of each Debenture will be
convertible into Common Shares at the option of the holder at any
time prior to the Maturity Date, at a conversion price of
$0.65 per share (the "Conversion
Price"), subject to adjustment upon certain customary events.
Holders converting their Debentures will receive accrued and unpaid
interest thereon for the period from and including the date of the
latest interest payment date to, and including, the date of
conversion. Provided that the closing price of the Common
Shares on the principal stock exchange on which the Common Shares
trade is equal to or greater than 200% of the Conversion Price for
any 10 consecutive trading days, then at any time within 30 days
after such 10th consecutive trading day, the Company
shall have the right, but not the obligation, to force the
conversion of the principal amount of the Debentures into Common
Shares at the Conversion Price in connection with a listing of the
Common Shares on a recognized stock exchange in the United States or a change of control of
the Company.
Each Warrant will be exercisable immediately and will entitle
the holder thereof to acquire one Common Share for a period of two
years from the Issuance Date (the "Expiry Date") at an
exercise price equal to $0.715 per
share. The Expiry Date can be accelerated by the Company at any
time prior to the Expiry Date if the closing price of the Common
Shares on the principal stock exchange on which the Common Shares
trade is greater than $4.00 for any
10 non-consecutive trading days.
The net proceeds of the Private Placement are expected to be
used for working capital and general corporate purposes.
A.G.P./Alliance Global Partners has agreed to act as the agent for
the Private Placement. Closing of the Private Placement is subject
to all necessary regulatory and stock exchange approvals, including
the approval of the TSX Venture Exchange ("TSXV").
In the United States, the Units
will be offered 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").
All securities issuable in the Private Placement are subject to
a statutory hold period until the date that is four months and one
day from the date of issuance. Approval of the TSXV is required
prior to any conversion of Debentures or exercise of Warrants that
would result in a holder holding more than 9.9% of the issued and
outstanding Common Shares and prior to the settlement of any
interest payment in common shares.
Pursuant to Multilateral Instrument 61-101 Protection of
Minority Security Holders in Special Transactions ("MI
61-101"), the Private Placement constitutes a "related party
transaction" as insiders of the Company are expected to subscribe
for 314 Units for gross proceeds of $314,000. The Company is relying on exemptions
from the formal valuation and minority approval requirements of MI
61-101. The Private Placement was approved by all of the
independent directors of the Company.
No securities regulatory authority has either approved or
disapproved of the contents of this news release. This news release
shall not constitute an offer to sell or the solicitation of an
offer to buy 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. This news release does
not constitute an offer to sell or the solicitation of an offer to
buy the securities in the United
States. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), or any state securities
laws and may not be offered or sold in the United States or to U.S. Persons unless
registered under the U.S. Securities Act and any applicable state
securities laws or an exemption from such registration is
available.
ABOUT SPECTRA7 MICROSYSTEMS INC.
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.
Contacts:
Matt
Kreps
Darrow Associates
214-597-8200
ir@spectra7.com
Spectra7 Microsystems Inc.
Bonnie Tomei
Chief Financial Officer
669-212-1089
ir@spectra7.com
CAUTIONARY NOTES
Certain statements contained in this press release constitute
"forward-looking statements", including the Company's intended use
of proceeds from the Private Placement and all statements made
relating to the Private Placement, including the amount of the
Private Placement and timing for completion, if at all. All
statements other than statements of historical fact contained in
this press release, including, without limitation, the Company's
strategy, plans, objectives, goals and targets, and 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. 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. 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, 2022. 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.
Neither the TSXV nor its Regulation Service Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
SOURCE Spectra7 Microsystems Inc.