INSP Inspire Semiconductor Holdings Inc

Inspire Semiconductor Holdings Inc. (TSXV: INSP) (“InspireSemi” or the “Company”), a chip design company that provides revolutionary high-performance, energy-efficient accelerated computing solutions for High Performance Computing (HPC), AI, graph analytics, and other compute-intensive workloads, today announced that it has entered into a convertible loan agreement (the “Loan Agreement”) dated September 23, 2024 with Humanitario Capital LLC (the “Lender”) in the principal amount of C$10,000,000 (the “Loan”).

The Loan is unsecured, bears interest of 10% per annum, compounded monthly, and is repayable on September 23, 2025, subject to the penalty clause discussed below.

The Loan Agreement provides that if a delisting of all classes of shares of the Company from the TSX Venture Exchange (“TSXV”) occurs, the Loan shall automatically convert to units (each a “Unit”) at a price per Unit of C$13.50 and all accrued and unpaid interest thereon will be forgiven.

Each Unit will consist of one proportionate voting share in the capital of the Company (each an “PV Share”) and one PV Share purchase warrant of the Company (a “PVS Warrant”).

Each PVS Warrant shall be exercisable to acquire one PV Share until September 23, 2029 at an exercise price of C$13.50.

In addition the Lender has been granted:

(i) the right of first refusal (the “ROFR”) to purchase additional Units on the same terms as described above should the Company request additional funding from the Lender;(ii) a pre-emptive right to participate in all future financings conducted by the Company on a pro-rata basis as it relates to the Lender’s then interest in the Company;(iii) the right to nominate a person for election to the board of directors of the Company immediately and at each subsequent shareholders meeting; and(iv) the right to nominate an additional person to attend all meetings of the Board in a non-voting observer capacity.

The ROFR will expire upon the Company achieving a positive EBDITA for a one month period. All other rights set out above will exist for so long as the Lender’s pro rata interest in the Company is more than 5%.

A copy of the Loan Agreement has been posted on the Company’s profile at www.sedarplus.ca.

The Loan is subject to the approval of the TSXV.

Delisting from TSXV

The Loan Agreement provides that the Company will make its best efforts to delist its subordinate voting shares from the TSXV as soon as is reasonably practicable. If a delisting of the Company’s subordinate voting shares from the TSXV is not achieved by January 31, 2025, the Company will be deemed in default, and the Loan, all accrued interest thereon and a penalty of an additional 25% of the amount of the Loan, being C$2,500,000 will be due and payable immediately.

Therefore, the Company announces its intention to voluntarily delist (the "Delisting") its subordinate voting shares from the TSXV. The Delisting will be subject to, among other things, TSXV and majority of the minority shareholder approval.

The Company will ask and encourages its shareholders to approve of the Delisting as described above at an annual general and special shareholder meeting (the “Meeting”) that will be scheduled in due course. More information regarding the Delisting, the Loan and the reasons therefore will be available in a management information circular to be prepared and mailed to shareholders and posted on the Company’s profile at www.sedarplus.ca in connection with the Meeting.

The Company is not paying any bonus, commission or finder's fees in respect of the Loan. The proceeds from the Loan will be used to prepare the Company’s Thunderbird Chip for delivery to customers, support the Company’s commercialization drive and for general working capital requirements.

Nasdaq Listing Update

The Company has currently paused its work on a proposed up list to a major U.S. Stock Exchange as announced by press release dated June 18, 2024. The Company has decided it is in its best interests to focus on commercializing its Thunderbird chip and achieving its aim of reaching profitability in 2025 prior to embarking on a further stock exchange listing.

The Company is still interested in exploring such a listing in future and has made valuable progress in working with its various counsel and advisors to better prepare it for such an eventuality in future.

Business Update

The Company announces it will be holding a business update call on September 30, 2024, at 1:00 p.m. (Eastern Time). The Company will press release any new material information prior to the Business Update.

To join the Business Update please use the following Zoom link:

https://us06web.zoom.us/j/85079936546

Webinar ID: 850 7993 6546

Or One tap mobile :    +16469313860,,85079936546# US    +19292056099,,85079936546# US (New York)Or Telephone:    Dial(for higher quality, dial a number based on your current location):    +1 646 931 3860 US    +1 929 205 6099 US (New York)    +1 309 205 3325 US    +1 312 626 6799 US (Chicago)    +1 301 715 8592 US (Washington DC)    +1 305 224 1968 US    +1 253 205 0468 US    +1 253 215 8782 US (Tacoma)    +1 346 248 7799 US (Houston)    +1 360 209 5623 US    +1 386 347 5053 US    +1 507 473 4847 US    +1 564 217 2000 US    +1 669 444 9171 US    +1 669 900 6833 US (San Jose)    +1 689 278 1000 US    +1 719 359 4580 US

    International numbers available: https://us06web.zoom.us/u/kfZXmuhg6

About InspireSemi

InspireSemi (TSXV: INSP) provides revolutionary high-performance, energy-efficient accelerated computing solutions for High-Performance Computing (HPC), AI, graph analytics, and other compute-intensive workloads. The Thunderbird ‘supercomputer-cluster-on-a-chip’ is a disruptive, next-generation datacenter accelerator designed to address multiple underserved and diversified industries, including financial services, computer-aided engineering, energy, climate modeling, cybersecurity, and life sciences & drug discovery. Based on the open standard RISC-V instruction set architecture, InspireSemi’s solutions set new standards of performance, energy efficiency, and ease of programming. InspireSemi is headquartered in Austin, TX.

For more information visit    https://inspiresemi.com   Follow InspireSemi on LinkedIn

Company ContactJohn B. Kennedy, CFO(737) 471-3230invest@inspiresemi.com

Cautionary Statement on Forward-Looking InformationThis press release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws (“forward-looking statements”). Statements concerning InspireSemi’s objectives, goals, strategies, priorities, intentions, plans, beliefs, expectations and estimates, and the business, operations, financial performance and condition of InspireSemi are forward-looking statements. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results “may”, “could”, “would”, “might” or “will” (or other variations of the forgoing) be taken, occur, be achieved, or come to pass.

Forward-looking information includes, but is not limited to, information regarding: (i) the business plans and expectations of the Company including expectations with respect to production and development; and (ii) expectations for other economic, business, and/or competitive factors (iii) expectations as to the use of funds in respect of the Loan, the Delisting and any potential future up list to a U.S. Stock Exchange. Forward-looking information is based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this presentation, but involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of InspireSemi, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors may be based on information currently available to the Company including information obtained from third-party industry analysts and other third-party sources and are based on management’s current expectations or beliefs. Any and all forward-looking information contained in this news release is expressly qualified by this cautionary statement.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Forward-looking information reflects management’s current beliefs and is based on information currently available to them and on assumptions they believe to be not unreasonable in light of all of the circumstances. In some instances, material factors or assumptions are discussed in this news release in connection with statements containing forward-looking information. Such material factors and assumptions include, but are not limited to: (i) statements relating to the business and future activities of, and developments related to, the Company after the date of this press release; (ii) expected completion of or satisfaction of all closing conditions in connection with the Loan and Delisting including receipt of final approval from the Exchange; (iii) expectations for other economic, business, regulatory and/or competitive factors related to the Company or the technology industry generally; (iv) the risk factors referenced in this news release and as described from time to time in documents filed by the Company with Canadian securities regulatory authorities on SEDAR+ at www.sedarplus.ca; and (v) other events or conditions that may occur in the future. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein is made as of the date of this news release and, other than as required by law, the Company disclaims any obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES DESCRIBED HEREIN, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE OR JURISDICTION.