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4DS MEMORY LIMITED — Capital/Financing Update 2023
Mar 19, 2023
64258_rns_2023-03-19_0c15c4cd-caa8-4bee-af53-2152eb6b73ea.pdf
Capital/Financing Update
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4DS Memory Limited | ABN 43 145 590 110 Level 2, 50 Kings Park Road, West Perth WA 6005 PO Box 271, West Perth WA 6872
+61 8 6377 8043 | [email protected] | www.4dsmemory.com
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20 March 2023
PLACEMENT FOR $5.5 MILLION COMPLETED
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Placement for A$ 5.5 million completed
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Fourth Platform Lot remains on target to be delivered in Q2 2023
4DS Memory Limited (ASX:4DS) ( 4DS ) (the Company ), is pleased to announce the successful completion of a A$5.5 million placement.
4DS has firm acceptances of $5.5 million in a single tranche placement of 152,777,778 of the new shares at an issue price of $0.036 per new share representing at 15.2% discount to the 15 day VWAP.
In addition, for every two shares subscribed, incoming investors will receive one free attaching $0.055 unlisted option expiring 31 March 2026.
180 Markets Pty Ltd has managed the placement and will receive:
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a 6% cash fee payable on the total amount raised in the placement; and
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10,000,000 options on the same terms as the Placement ($0.055 strike, expiring 31 March 2026)
The Placement is being conducted under the Company’s placement capacity under ASX Listing Rule 7.1 and 7.1A. The free attaching options and broker options are being issued under the Company’s capacity under Listing Rule 7.1. A copy of the option terms is attached to this announcement.
As announced previously, the Fourth Platform Lot remains on target to be delivered to 4DS’ Fremont facilities in Q2 2023.
The Company intends to use the funds raised under the Placement to complete the manufacture and analysis of the Fourth Platform Lot, for the ongoing development of the Company’s technology and for working capital.
The funds raised under the Placement are due to be received by the Company on Wednesday, 22 March 2023 and the new shares, free attaching options and broker options are proposed to be issued on Thursday, 23 March 2023. The timetable is indicative and subject to change without notice.
Interim Executive Chairman Mr David McAuliffe commented “I would like to welcome our incoming shareholders and thank them for their support as we edge closer to receipt and analysis of the Fourth Platform Lot this year.”
Authorised for release by the Board.
ENDS
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4DS Memory Limited | ABN 43 145 590 110 Level 2, 50 Kings Park Road, West Perth WA 6005 PO Box 271, West Perth WA 6872
+61 8 6377 8043 | [email protected] | www.4dsmemory.com
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Contact information
Investors: David McAuliffe Interim Executive Chairman 4DS Memory +61 408 994 313 [email protected]
About 4DS
4DS Memory Limited (ASX: 4DS), with facilities located in Silicon Valley, is a semiconductor development company of non-volatile memory technology, pioneering Interface Switching ReRAM for next generation gigabyte storage in mobile and cloud. Established in 2007, 4DS owns a patented IP portfolio, comprising 34 USA patents granted which has been developed in-house to create high-density Storage Class Memory. 4DS has a joint development agreement with Western Digital subsidiary HGST, a global storage leader, which accelerates the evolution of 4DS’ technology. 4DS also collaborates with imec, a world-leading research and innovation hub in nanoelectronics and digital technologies. The combination of imec’s widely acclaimed leadership in microchip technology and profound software and information and communication technology expertise makes them unique.
For more information, please visit www.4dsmemory.com.
Disclaimer
This release contains certain forward-looking statements that are based on the Company’s management’s beliefs, assumptions and expectations and on information currently available to management. Such forward looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results or performance of 4DS to be materially different from the results or performance expressed or implied by such forward looking statements. Such forward looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the political and economic environment in which 4DS will operate in the future, which are subject to change without notice. Past performance is not necessarily a guide to future performance and no representation or warranty is made as to the likelihood of achievement or reasonableness of any forward-looking statements or other forecast. To the full extent permitted by law, 4DS and its directors, officers, employees, advisers, agents and intermediaries disclaim any obligation or undertaking to release any updates or revisions to information to reflect any change in any of the information contained in this release (including, but not limited to, any assumptions or expectations set out in the release).
You should not place undue reliance on these forward- looking statements. Except as required by law or regulation (including the ASX Listing Rules) we undertake no obligation to update these forward- looking statements.
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TERMS AND CONDITIONS OF OPTIONS
(a) Entitlement
Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
(b) Exercise Price
Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.055 ( Exercise Price ).
(c) Expiry Date
Each Option will expire at 5:00 pm (WST) on 31 March 2026 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(d) Exercise Period
The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).
(e) Notice of Exercise
The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified by the Company ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.
(f)
Exercise Date
A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).
(g) Timing of issue of Shares on exercise
Within ten Business Days after the Exercise Date, the Company will:
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(i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
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(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
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(iii) apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.
If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.
(h) Shares issued on exercise
Shares issued on exercise of the Options rank equally with the then issued shares of the Company.
(i) Reconstruction of capital
If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(j) Participation in new issues
There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.
(k) Change in exercise price
A Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.
(l) Transferability
The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.