공시 • Apr 23
Parade Technologies, Ltd. (TPEX:4966) completed the acquisition of Substantially All Assets of Spectra7 Microsystems Inc. (TSXV:SEV). Parade Technologies, Ltd. (TPEX:4966) entered into a definitive agreement to acquire Substantially All Assets of Spectra7 Microsystems Inc. (TSXV:SEV) for $9 million on March 7, 2025. The purchase price for the assets is $9 million in cash. On closing of the transaction, Parade shall make a cash payment to Spectra7 equal to the purchase price, less: (i) the Bridge Loans, and (ii) $1,800,000. The Escrow Amount shall be deposited into escrow with a third-party escrow agent to cover certain potential indemnity claims by Parade until the date that is one year after the closing of the transaction. Parade has agreed to advance a loan to Spectra7 in the amount of $450,000, with an additional loan in the amount of $300,000 to be advanced on or about March 21, 2025 (collectively, the "Bridge Loans"), in order to assist Spectra7 to maintain its operations and carry on its business until Closing. A termination fee of $2,500,000 is payable by Spectra7 to Parade in case of termination of the transaction under certain circumstances. As part of the acquisition, a significant number of Spectra7's employees will join Parade, ensuring continuity of technical expertise and customer support. It is the intention of Spectra7 to distribute all of the net proceeds received from the Sale Transaction to its shareholders in two special distributions.
The transaction is subject to various conditions, including the approval of the TSXV and approval of at least 66 2/3% of the votes cast by Spectra7 Shareholders at the Meeting pursuant to the Business Corporations Act (Ontario). The members of the Spectra7 Board, after consultation with management and legal and financial advisors, have approved the Sale Transaction. The transaction is expected to close in the second quarter of 2025. As of April 15, 2025, the transaction is expected to close in the week following the meeting scheduled on April 17, 2025. As of April 17, 2025, Spectra7 Microsystems shareholders approved the transaction. Craig-Hallum Capital Group LLC and The Benchmark Company LLC acted as financial advisors to Spectra7 in connection with the transaction, and are together entitled to a transaction fee equal to $1,000,000 on Closing. Richard Kimel of Aird & Berlis LLP acted as legal advisor for Spectra7 Microsystems Inc. John Park of Morgan, Lewis & Bockius LLP acted as legal advisor for Parade Technologies, Ltd.
Parade Technologies, Ltd. (TPEX:4966) completed the acquisition of Substantially All Assets of Spectra7 Microsystems Inc. (TSXV:SEV) on April 22, 2025. 공시 • Apr 17
Spectra7 Microsystems Inc. Announces Special Cash Distribution Spectra7 Microsystems Inc. announced that the cash portion of the Special Distribution is estimated to be approximately USD 1,070,000 (approximately CAD 1,537,590), or approximately USD 0.0039 per share based on the share information below, and is expected to be made within two weeks after Closing. The reduction of the cash portion of the Special Distribution compared to prior disclosure by the Company is as a result of updated employee compensation obligations and governance, maintenance and wind-down costs amongst the Company's international operations. Assuming the Escrow Amount is released in full, the distribution to CVR holders is estimated to be USD 1,800,000 (approximately CAD 2,586,600) or approximately USD0.0065 per share, and is expected to be made shortly following the Escrow Release Date. The total Special Distribution, including the estimated payment to CVR holders, to the Spectra7 Shareholders is expected to be approximately USD 2,870,000 (approximately CAD 4,124,190) or approximately USD 0.0104 per share. Reported Earnings • Apr 16
Full year 2024 earnings released: US$0.10 loss per share (vs US$0.21 loss in FY 2023) Full year 2024 results: US$0.10 loss per share. Revenue: US$2.31m (down 77% from FY 2023). Net loss: US$10.7m (loss widened 31% from FY 2023). 공시 • Mar 05
Spectra7 Microsystems Inc., Annual General Meeting, Apr 14, 2025 Spectra7 Microsystems Inc., Annual General Meeting, Apr 14, 2025. New Risk • Jan 16
New major risk - Market cap size The company's market capitalization is less than US$10m. Market cap: CA$14.2m (US$9.91m) This is considered a major risk. Companies with a small market capitalization are most likely businesses that have not yet released a product to market or are simply a very small company without a wide reach. Either way, risk is elevated with these companies because there is a chance the product may not come to fruition or the company's addressable market or demand may not be as large as expected. In addition, if the company's size is the main factor, it is less likely to have many investors and analysts following it and scrutinizing its performance and outlook. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$6.9m free cash flow). Share price has been highly volatile over the past 3 months (30% average weekly change). Earnings have declined by 5.5% per year over the past 5 years. Shareholders have been substantially diluted in the past year (252% increase in shares outstanding). Market cap is less than US$10m (CA$14.2m market cap, or US$9.91m). Minor Risk Revenue is less than US$5m (US$2.2m revenue). 공시 • Nov 20
Spectra7 and Keysight to Demonstrate Robust Performance Testing of 800Gbps Active Copper Interconnects at SC24 Spectra7 Microsystems Inc. and Keysight announced they will be demonstrating robust performance testing of 800Gbps Active Copper Interconnects (ACCs) at SC24, the International Conference for High Performance Computing, Networking, Storage and Analysis in Atlanta, GA from November 19th thru November 21, 2024. The demonstration will highlight Spectra7 silicon in 800G OSFP and QSFP-DD ACC interconnects operating with robust pre-FEC Bit Error Rates (BERs) with the Keysight AresONE-M 800GE Layer 1-3 Test System at 800Gbps speeds. SC24 is the premier High-Performance Computing and Networking conference attended by engineers from around the world. The Spectra7 and Keysight demonstration will be on exhibit in Spectra7's booth #1263. Spectra7's analog based GaugeChanger™ GC1122 chips designed for use in advanced ACCs and offer significant power, latency, and cost advantages versus competing Active Electrical Cables (AECs) and Active Optical Cables (AOCs) that use Digital Signal Processing (DSP) technologies. 