04:13:53 EDT Fri 29 Mar 2024
Enter Symbol
or Name
USA
CA



Spectra7 Microsystems Inc
Symbol SEV
Shares Issued 147,440,171
Close 2017-06-26 C$ 0.39
Market Cap C$ 57,501,667
Recent Sedar Documents

Spectra7 closes $4.6-million bought deal, extends loan

2017-06-27 10:09 ET - News Release

Mr. David Mier reports

SPECTRA7 MICROSYSTEMS INC. ANNOUNCES CLOSING OF $4.6 MILLION BOUGHT DEAL FINANCING AND FIRST TRANCHE OF PRIVATE PLACEMENT OF $1.3 MILLION

Spectra7 Microsystems Inc. has closed its previously announced bought deal offering of 11.5 million units at a price of 40 cents per unit, including the full exercise of the overallotment option, for aggregate gross proceeds of $4.6-million. The public offering was underwritten by a syndicate of underwriters led by Canaccord Genuiy Corp. and including Eight Capital and Echelon Wealth Partners Inc. In addition to the public offering, the company has also closed the first tranche of its private placement of units previously announced on June 7, 2017, pursuant to which it has issued 3,280,750 units for additional gross proceeds of $1,312,300, including subscriptions by the chief executive officer and certain directors of the company.

Each unit issued pursuant to the offerings consists of one common share of the company and one-half of one common share purchase warrant. Each warrant entitles the holder to acquire one common share at an exercise price of 55 cents per common share for a period of two years following the closing of the offerings. The expiry date of the warrants may be accelerated by the company at any time if the volume-weighted average trading price of the common shares on the facilities of the Toronto Stock Exchange (or such other exchange on which the common shares trade) is greater than 85 cents for any 10 consecutive trading days following the date that is four months and one day after the issuance of the warrants. The securities issued pursuant to the private placement are subject to a statutory hold period of four months and one day in accordance with applicable Canadian securities law.

In consideration for the services provided by the underwriters, the company paid the underwriters a cash commission and issued an aggregate of 690,000 non-transferable compensation options to the underwriters. Each compensation option is exercisable into one common share at a price of 40 cents for a period of 24 months from the date hereof.

The net proceeds from the offerings will be used for research and development and for working capital and general corporate purposes.

Certain directors and officers of the company purchased units pursuant to the private placement. Pursuant to Multilateral Instrument 61-101 -- protection of minority securityholders in special transactions, the private placement constitutes a related party transaction as insiders of the company subscribed for units. The company is relying on exemptions from the formal valuation and minority approval requirements of Multilateral Instrument 61-101. The private placement was approved by all of the independent directors of the company.

Amendments to loan facility and issuance of warrants

In addition to the above, the company has also amended its $6.5-million (U.S.) senior secured term loan facility with MidCap Financial. The amendments, among other things, (i) extend the commencement date for principal payments under the loan facility from June 1, 2017, to June 1, 2018; and (ii) provide the company with the option to extend the maturity date of the loan facility by one year upon satisfaction of certain conditions precedent. In consideration for entering into the amendments, the company has issued warrants to purchase up to 750,000 common shares, with each amendment warrant being exercisable for a period of five years from the date of issuance into one common share at an exercise price of 39 cents, subject to adjustment in certain circumstances.

About Spectra7 Microsystems Inc.

Spectra7 Microsystems is a high performance analog semiconductor company delivering unprecedented bandwidth, speed and resolution to enable disruptive industrial design for leading electronics manufacturers in broadband connectivity markets.

We seek Safe Harbor.

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