VANCOUVER, British Columbia and AUSTIN, Texas, June 11, 2026 (GLOBE NEWSWIRE) — Inspire Semiconductor Holdings Inc. (“InspireSemi” or the “Company”) is 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 the Company is providing the following corporate updates.
Convertible Debenture Update: Investors Demonstrate Strong Confidence with Majority Conversion
The Company reports on the treatment of the C$3,602,000 aggregate principal amount of 10.00% unsecured convertible debentures of the Company that matured on May 19, 2026 (the “Debentures”) issued by way of private placement on May 19, 2023 and June 28, 2023 of which C$63,000 had previously been converted to PVS.
Under the original terms of the debentures, the investor could elect to convert the principal amount into PVS at a rate of C$10.50 per PVS. The debentures also included warrants exercisable for one PVS at C$10.50 per PVS, with an expiration date of original maturity date.
The Company offered the holders of the Debentures (the “Holders”) the opportunity to enter into a conversion agreement (the “Conversion Agreement”) with the Company in which:
| (i) | a Holder could elect to convert its Debentures to PVS at the original terms; | |
| (ii) | all accrued interest would be paid in stock at a price of C$16.00 per PVS; and | |
| (iii) | as of the applicable expiry date of the original warrants issued with the Debentures, an equal number of replacement warrants (the “Replacement Warrants”) would be issued with an exercise price US$6.00 per PVS and expiring one year from the original warrant expiry date. | |
The Company is pleased to report that Holders representing $2,080,020.50 of the Debentures — more than half of the total outstanding principal — elected to enter into the Conversion Agreement, a strong signal of investor confidence in InspireSemi’s long-term value and converted the principal amount of their Debentures into 198,097.05 PVS. These converting Holders were also issued an additional 13,418.13 PVS in payment of accrued interest on their converted Debentures.
Holders not electing to convert were repaid in cash in accordance with the original Debenture terms. Reflecting continued investor interest and confidence in the Company, InspireSemi also completed two further private placements that completely matched the amount paid out:
- a unit offering (the “Unit Offering”) for total proceeds of US$1,121,698.12 (equivalent to the full amount of C$1,521,979.50 of repaid principal in respect of the unconverted Debentures), with each unit comprised of
| (i) | a new unsecured convertible debenture of the Company (a “New Unit Debenture”) and | |
| (ii) | subordinate voting share (“SVS”) warrants (the “Unit Warrants”) equal to the number of warrants cancelled on the repayment of the Debentures. | |
Each New Unit Debenture will mature one year from the date of issuance, bear interest at 8.00% per annum — improved terms from the original 10% rate —, and be convertible at the option of the holder into SVS at a price per share equivalent to that of the Debentures, subject to certain acceleration rights in favour of the Company. Each Unit Warrant will entitle the holder to acquire one SVS at an exercise price equivalent to the cancelled warrants until one year from the date of issuance; and
- a debenture offering (the “Debenture Offering”) of a convertible debenture in a principal amount of US$107,233.43 (equivalent to the amount of C$145,500 of interest paid in cash in respect of the unconverted Debentures) (the “New Non-Unit Debenture”). Each New Unit Debenture will mature one year from the date of issuance, bear interest at 8.00% per annum, and be convertible at the option of the holder into SVS at a price per share in US$ equivalent to C$0.16, subject to certain acceleration rights in favour of the Company.
Senior Loan Update: Majority of Investors Elected to Extend
Based on interest from investors, the Company has further extended the maturity date of certain loans under its secured loan facility (the “Loan Agreement”), previously described in the Company’s press releases dated April 1, April 30, and June 14, 2024, June 9, 2025, and January 16, 2026. The total principal amount outstanding under the Loan Agreement, being US$1,562,381.82, plus accrued interest at 10% per annum, will now be due on January 31, 2027.
As part of loan extension, the expiry date of the 155,949 PVS purchase warrants held by the extending lenders (the “Bonus Warrants”), each exercisable for one PVS at US$9.00, has also been extended to January 31, 2027 for those lenders electing to extend.
Details of Additional Funding
The Company has received funding for a private placement comprised of proportionate voting share units (“PV Units”) for a total proceeds of US$4,500,000 (the “Financing”) The financing will be wholly subscribed by the investor (the “Investor”) who previously subscribed under the convertible loan agreement dated September 23, 2024 (as described in the Company’s press release dated September 23, 2024) pursuant to the Investor’s right of first refusal thereunder.
Each Additional Unit is priced at US$9.50 and is comprised of one proportionate voting share (“PVS”) and one share purchase warrant (each a “Warrant”). Each Warrant is exercisable for one PVS at an exercise price of US$9.50 for a period of five years from the date of issuance.
Option Grants
The Company also announces that its Board of Directors approved grants of stock options (the “Options”) to certain officers, employees, and executives of the Company to acquire an aggregate of 5,342,316 SVS at an exercise price of US$0.06 per SVS.
Of these, Options to acquire 1,847,500 SVS were granted on April 29, 2026 to certain officers and employees of the Company, and Options to acquire 3,494,816 SVS were granted on May 13, 2026 to an officer of the Company.
All of the Options are exercisable for a ten-year term, expiring April 29, 2036 and May 13, 2036 respectively, and were granted pursuant to the Company’s Omnibus Equity Incentive Plan dated October 21, 2024 (the “Plan”). All of the Options are subject to the terms of the Plan and applicable option agreements and are subject to vesting provisions.
Additional and MI 61-101 Disclosure
All securities issued or issuable as described above were or will be issued in reliance on certain prospectus exemptions available under applicable securities legislation and are subject to a four month and one day statutory hold period.
The subscription by the Investor under the Offering constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Subscriber is a “related party” of the Company by virtue of beneficially owning, or exercising control or direction over, securities of the Company carrying more than 10% of the voting rights attached to the Company’s outstanding voting securities.
The Company is relying on the exemption from the formal valuation requirement in section 5.5(b) of MI 61-101 as it does not have securities listed on any of the markets listed therein and the exemption from the minority approval requirement in section 5.7(1)(a) of MI 61-101, on the basis that, at the time the transaction was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Offering insofar as it involves the Investor exceeded 25% of the Company’s market capitalization as determined in accordance with MI 61-101.
The Company did not file a material change report more than 21 days before the expected closing date of the Offering. This shorter period is reasonable and necessary in the circumstances as the Company wished to complete the Offering in an expeditious manner once the terms of the Subscriber’s participation were settled, and to provide the Company with the proceeds of the Offering on a timely basis.
About InspireSemi
InspireSemi 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 Contact
Jack Cartwright, CFO
(737) 471-3230
invest@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 foregoing) be taken, occur, be achieved, or come to pass.
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 press release, 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.
