pcNewsWire – Spectra7 Microsystems Inc. (TSX: SEV) intends to close a brokered private placement of up to 10,000,000 units at $0.40 per unit for gross proceeds of up to $4,000,000.
Spectra7 Microsystems has engaged Lake Street Capital Markets, LLC and Chardan to lead the private placement outside of Canada
Proceeds will be used for research and development and for working capital and general corporate purposes.
SPECTRA7 MICROSYSTEMS INC. ANNOUNCES CONCURRENT PRIVATE PLACEMENT
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SAN JOSE, CA – June 7, 2017 – (TSX:SEV) Spectra7 Microsystems Inc., a leading provider of high-performance analog semiconductor products for broadband connectivity markets today announced that, in addition to the $4,000,000 bought deal public offering of units (“Units”) previously announced by the Company on June 1, 2017 (the “Public Offering”), it intends to sell, on a brokered private placement basis, up to 10,000,000 Units at a price of $0.40 per Unit for gross proceeds of up to $4,000,000 (the “Concurrent Private Placement”). The Company has engaged Lake Street Capital Markets, LLC and Chardan to lead the Concurrent Private Placement outside of Canada.
As with the Public Offering, each Unit issued pursuant to the Concurrent Private Placement 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 $0.55 per Common Share for a period of two years following the closing of the Concurrent Private Placement. 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 $0.85 for any 10 consecutive trading days following the date that is four months and one day after the issuance of the Warrants.
The net proceeds from the Concurrent Private Placement will be used for research and development and for working capital and general corporate purposes.
The Concurrent Private Placement is scheduled to close concurrently with the Public Offering on or about the week of June 19, 2017, and is 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 Company expects that insiders of the Company will participate in connection with the Concurrent Private Placement. Pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the Concurrent Private Placement constitutes a “related party transaction” as insiders of the Company will subscribe for Units. The Company is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101. The Concurrent Private Placement was approved by all of the independent directors of the Company.
The Company also intends to issue, on a private placement basis, 625,000 Units in connection with a financial advisory services arrangement between the Company and the lead underwriter of the Public Offering, Canaccord Genuity Corp. (the “Advisory Units”). The Advisory Units and all securities issued pursuant to the Concurrent Private Placement are subject to a statutory hold period of four months and one day pursuant to applicable securities legislation.
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.
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 broadband 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.
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Spectra7 Microsystems Inc.
Spectra7 Microsystems Inc.
Chief Financial Officer