23:04:56 EDT Fri 03 May 2024
Enter Symbol
or Name
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Spectra7 Microsystems Inc (2)
Symbol SEV
Shares Issued 39,827,304
Close 2023-09-13 C$ 0.65
Market Cap C$ 25,887,748
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Spectra7 arranges $2.83-million private placement

2023-09-14 00:00 ET - News Release

Ms. Bonnie Tomei reports

SPECTRA7 ANNOUNCES CONVERTIBLE DEBENTURE UNIT FINANCING

Spectra7 Microsystems Inc. has proposed a private placement to certain institutional investors and insiders of the company of 2,838 units of the company at a price of $1,000 per unit for aggregate gross proceeds of $2,838,000. Each unit shall consist of one 9.0 per cent unsecured convertible debenture of the company in the principal amount of $1,000 and 1,538 common share purchase warrants of the company.

The debentures will bear interest at a rate of 9.0 per cent per annum from 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 at the company's option. The debentures will mature on the date that is two years following the issuance 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 65 cents per share, 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 per cent 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 at an exercise price equal to 71.5 cents 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 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. AGP/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.

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 TSX-V is required prior to any conversion of debentures or exercise of warrants that would result in a holder holding more than 9.9 per cent 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), 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.

About Spectra7 Microsystems Inc.

Spectra7 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 centres and other connectivity markets. Spectra7 is based in San Jose, Calif., with a design centre in Cork, Ireland, and a technical support location in Dongguan, China.

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