VANCOUVER, British Columbia and AUSTIN, Texas, Sept. 01, 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 and financing updates.
Annual General Meeting
The Company’s Annual General and Special Meeting of Shareholders (the “Meeting”) will be held on September 24, 2026, at 9:30 a.m. CT in Austin, Texas. Additional information regarding the Meeting, including attendance and voting instructions, will be available in the Company’s management information circular and related materials (the “Meeting Materials”), which will be filed shortly under the Company’s profile on SEDAR+ and posted on the Company’s website at www.inspiresemi.com/investors.
If any shareholder has not received their voting instructions by mail by one week prior to the Meeting and wishes to vote at the Meeting, the Company encourages those shareholders to contact its transfer agent Odyssey Trust at shareholders@odysseytrust.com who will be happy to assist with retrieving your individual voting instructions.
Changing to US Domicile
The Company continues to advance its previously announced plan to move its corporate home from British Columbia, Canada to Delaware, United States. The move will be carried out by way of a court-approved plan of arrangement (the “Arrangement”). On August 7, 2026, the Supreme Court of British Columbia (the “Court”) granted an interim order allowing the Company to hold a shareholder vote on the Arrangement at the Meeting. Approval requires at least two-thirds of the votes cast by shareholders at the Meeting. If shareholders approve, the Company will return to the Court on September 29, 2026 to seek a final order approving the Arrangement. Completion also remains subject to other customary conditions.
Your vote is important. Shareholders are encouraged to read the Meeting Materials carefully to understand the Arrangement, how it affects shareholders, and their rights in respect of the Arrangement.
Convertible Debentures – Conversion and Repayment
The Company reports on the treatment of the C$5,990,000 aggregate principal amount of 10.00% unsecured convertible debentures of the Company that matured on May 19, 2026 and August 25, 2026 (the “Debentures”) issued by way of private placements closed on May 19, 2023,June 28, 2023, and August 25, 2026, of which C$63,000 had previously been converted to PVS.
The Company offered the holders of the Debentures (the “Holders”) the opportunity to enter into a conversion agreement (the “Conversion Agreement”) with the Company. Under the Conversion Agreement, a Holder could elect to convert its Debentures to PVS at a price of C$10.50 per PVS, and in consideration the Company would (i) convert all accrued interest on the Debentures at the applicable maturity date to PVS at a price of C$16.00 per PVS, and (ii) issue to such Holder, as of the applicable expiry date of the warrants originally issued with the Debentures, an equal number of replacement warrants (the “Replacement Warrants”). Each Replacement Warrant will be exercisable for one PVS at a price of US$6.00 until one year from the applicable original warrant expiry date.
The Company is pleased to report that Holders holding $4,468,020.50 of the Debentures entered into the Conversion Agreement and converted the principal amount of their Debentures to 425,525.55 PVS. These converting Holders were issued an additional 28,343.75 PVS in payment of accrued interest on their converted Debentures.
For those investors not electing to convert, they were repaid by the Company in cash and their warrants expired. To replace that cash, the Company completed two private placements:
- Unit Offering — US$1,106,733.20 (matching the C$1,521,979.50 of principal repaid). Each unit consists of a new unsecured convertible debenture and warrants to buy replacing the warrants cancelled when the Debentures were repaid. The new debentures mature in one year, pay 8.00% interest per year, and can be converted into shares at the same price as the original Debentures. The warrants can be exercised for one year at the same price as the cancelled warrants.
- Debenture Offering — a convertible debenture of US$105,802.79 (matching the C$145,500 of interest paid in cash). It matures in one year, pays 8.00% interest per year, and converts into shares at a US$ price equivalent to C$0.16.
Option Pool Expansion
The Company’s Board of Directors approved an updated omnibus equity incentive plan, subject to shareholder approval at the Meeting. The updated plan provides for a reserve of the greater of (i) 136,249,154 shares and (ii) up to 15% of the Company’s fully diluted shares on a rolling basis. The Board has also adopted a temporary limitation under which equity awards granted during the twelve-month period ending August 4, 2027 may not exceed 11.5% of the Company’s fully diluted shares on a rolling basis.
Option Grants
The Company also announces that its Board of Directors approved grants of stock options (the “Options”) to certain officers, employees, directors, advisors and the Chief Executive Officer of the Company to acquire an aggregate of 4,960,159 SVS at an exercise price of US$0.06 per SVS.
All of the Options are exercisable for a ten-year term, expiring between January 1, 2036, and July 13, 2036, 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.
Board of Directors Changes
As part of a typical Board composition refresh in anticipation of the Company’s rapid-growth phase, John Kennedy and Ron Van Dell have stepped down from the Board of Directors. The Company thanks them for their service and anticipates working with investors to appoint new directors as it enters its next stage.
Advance Notice Disclosure
This press release is deemed notice, in accordance with the Company’s Advance Notice By-Law (the “By-Law”), which amongst other things, includes a provision that requires advance notice to the Company in circumstances where nominations of persons for election to the Board of Directors are made by shareholders of the Company other than pursuant to: (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (British Columbia) (the "Act"); or (ii) a shareholder proposal made pursuant to the provisions of the Act.
In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 nor more than 65 days prior to the date of the annual meeting; provided, however, that, in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement. Therefore, in this case of the Meeting notice of any nomination must be received by the Company by September 11, 2026.
Shareholders must provide notice of any nomination for director to the Corporate Secretary by email to ahunter@inspiresemi.com and in proper written form and including all the details required in accordance with the By Law, a copy of which can be found on the Company’s website at www.inspiresemi.com, investors tab.
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, versatility, 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.
