INSP Inspire Semiconductor Holdings Inc

Inspire Semiconductor Holdings Inc.  (“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, announces that it has issued an aggregate of 5,031.25 proportionate voting shares in the capital of the Company (the "PV Shares") at a deemed issuance price of $16.00 per PV Share to settle in full $80,500 in interest owing (the "Interest Payment") to the holders of outstanding 10% unsecured convertible debentures issued on January 6, 2023 (the "Debentures").

The Debentures were issued as of January 6, 2023 (see the Company’s press releases dated January 6, 2023 and February 21, 2023), mature on January 6, 2026 and carry an annual interest rate of 10%, accrued and payable annually on January 6 and payable in cash or PV Shares at the option of the Company. Under the terms of the indenture pursuant to which the Debentures are issued, the interest payable to the holders of Debentures is payable in PV Shares at a price per PV Share equal to 100 times the fair market value of the Company’s subordinate voting shares (“SV Shares”) as determined by the board of directors of the Company on January 6, 2025.

All PV Shares issued in connection with the Interest Payment are issued in reliance on certain prospectus exemptions available under securities legislation and are subject to a four month and one day statutory hold period expiring May 7, 2025.

Convertible Loan

The Company further announces that pursuant to the convertible loan agreement (the “Loan Agreement”) dated September 23, 2024 the loan of $10,000,000 (the “Loan”) made to the Company by Humanitario Capital LLC (the “Lender”) was converted into units of the Company at a price per unit of $13.50 on December 31, 2024. All accrued and unpaid interest on the Loan was forgiven.

The Lender was issued 740,740.41 PV Shares and 740,740 PV Share purchase warrants of the Company (each a “PVS Warrant”). Each PVS Warrant is exercisable to acquire one PV Share until September 23, 2029 at an exercise price of $13.50.

All securities issued in connection with the conversion of the Loan were issued in reliance on certain prospectus exemptions available under securities legislation and are subject to a four month and one day statutory hold period expiring May 1, 2025.

All other terms of the Loan Agreement remain unaltered and in force. See the Company’s press release dated September 23, 2024 for further details.

For clarity, each PV Share issued in connection with the Interest Payment and conversion of the Loan is convertible into 100 SV Shares at the option of the holder and upon the terms outlined in the Company’s articles available as Schedule “A” to the Company’s management information circular dated August 14, 2022 which is available on SEDAR+ at www.sedarplus.ca.

Stock Options

The Company also announces its board of directors approved the grant of stock options dated December 31, 2024 (the "Options") to certain directors, officers, employees and consultants of the Company to acquire a total of 6,775,000 SV Shares in the capital of the Company at an exercise price of $0.16.

All of the Options are exercisable for a ten-year term expiring December 31, 2034 and were granted pursuant to the Company's omnibus equity incentive plan (the "Plan"). All of the Options are subject to the terms of the Plan and applicable option agreements.

4,175,000 of the Options are fully vested as of the date of grant. 1,400,000 of the Options vest in equal monthly amounts over 3 years, and all remaining Options vest in equal monthly amounts over 4 years. All vesting on the Options begins as of May 21, 2024.

Unless otherwise indicated, all dollar amounts in this press release are expressed in Canadian dollars.

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 I ‘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 ContactJack Cartwright, Interim CFO(737) 471-3230invest@inspiresemi.com

Cautionary Statement on Forward-Looking Information

This 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 the Delisting and any future listing. 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. 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 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.