SAN JOSE, Calif.--(BUSINESS WIRE)--Spectra7 Microsystems Inc. (TSX: SEV) (“Spectra7” or the “Company”) is pleased to announce that it has entered into an agreement with Haywood Securities Inc. (the “Agent”) to act as agent in connection with a best efforts prospectus offering of up to 60,000,000 units (“Units”) of Spectra7 at a price of $0.05 per Unit (the “Offering Price”) for gross proceeds to the Company of up to $3.0 million (the “Public Offering”).
Each Unit shall consist of one common share of the Company (“Common Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to acquire one Common Share at an exercise price of $0.08 per Common Share for a period of five years following the closing of the Public Offering (“Closing”). 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 $0.16 for any 10 consecutive trading days following the date that is four months and one day after the closing of the Public Offering.
The Company will grant the Agent an option to sell up to an additional 15% of the total number of Units sold under the Public Offering for over-allotment and market stabilization purposes, which option is exercisable in whole or in part at the discretion of the Agent for a period of 30 days from and including the Closing.
In addition to the Public Offering, the Company is pleased to announce a concurrent non-brokered private placement of up to 80,000,000 Units for total gross proceeds of an additional up to $4,000,000 (the “Private Placement”).
The net proceeds from the Offering and the Private Placement will be used for research and development, interest repayment and for working capital and general corporate purposes.
The closings of the Public Offering and the Private Placement are anticipated to occur on or about June 27, 2019, and are subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and the securities regulatory authorities, and the satisfaction of other customary closing conditions.
The Units to be distributed in the Public Offering will be offered by way of a short form prospectus to be filed with the securities commissions and other similar regulatory authorities in each of the provinces of Canada (except Quebec), pursuant to National Instrument 44-101 Short Form Prospectus Distributions, and in those jurisdictions where the Public Offering can lawfully be made including in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws and may not be offered or sold in the United States unless registered under the 1933 Act and any applicable securities laws of any state of the United States or an applicable exemption from the registration requirements is available.
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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 design centers in Markham, Ontario, Cork, Ireland, and Little Rock, Arkansas. For more information, please visit www.spectra7.com.
Forward-looking (safe harbour) statement
Certain statements contained in this press release constitute “forward-looking statements”. All statements other than statements of historical fact contained in this press release, including, without limitation, those regarding the Company’s future financial position and results of operations, strategy, proposed acquisitions, 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 annual MD&A for the year ended December 31, 2018. 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.