LeddarTech Holdings Inc 6-K, filed Dec 9, 2024
LeddarTech Holdings Inc. (LDTCF)
About this 6-K
LeddarTech Holdings Inc filed this 6-K on December 9, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2024.
Commission File Number: 001-41893
LEDDARTECH HOLDINGS INC.
4535, boulevard Wilfrid-Hamel, Suite 240
Quebec G1P 2J7, Canada
(418) 653-9000
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☑ Form 40-F ☐
Pre-paid Royalty, Collaboration Agreement and Software License Agreement with Texas Instruments
On December 6, 2024, LeddarTech Holdings Inc. (the “Company”) entered into a collaboration agreement (the “Collaboration Agreement”) and a software license agreement (“the License Agreement”) with Texas Instruments Incorporated (“Texas Instruments”) to deliver a comprehensive, integrated platform solution for ADAS and AD markets through a combined offering featuring the Company’s LeddarVision AI-based low-level sensor fusion and perception stack pre-integrated and validated on Texas Instruments’ TDA4 and TDA5 scalable portfolio of System-on-Chip (SoC) and Accelerators (the “Combined Offering”). The Collaboration Agreement and the License Agreement arise out of the Company and Texas Instruments having worked closely together for nearly two years on technology integration and optimization to create an open, comprehensive, high performance and cost-efficient solution for ADAS and AD systems that can serve the entire automotive OEM landscape and their Tier-1 suppliers.
Collaboration Agreement
The Collaboration Agreement sets forth the Company’s and Texas Instruments’ intention to work together in good faith to develop and market the Combined Offering. While the Collaboration Agreement is non-exclusive, such that each party may work individually or with a third party on similar activities, the Collaboration Agreement provides that the Combined Offering will be preferred, where appropriate and commercially feasible, over other collaborations or individual offerings. In addition, the Collaboration Agreement lists certain terms to be included in a master license agreement to govern the commercialization of the Combined Offering, including economics to be negotiated as between the Company and Texas Instruments. The initial term of the Collaboration Agreement is for three years, after which the Collaboration Agreement will automatically renew for each successive one-year period unless either party provides 60 days’ advance notice of non-renewal. The Collaboration Agreement may also be terminated for cause by either party.
Software License Agreement
Pursuant to the License Agreement, the Company has licensed to Texas Instruments a non-exclusive, worldwide, irrevocable royalty-bearing license in and to LeddarVision for purposes such as testing, design and distribution. Under the License Agreement, Texas Instruments has agreed to pay a total of US$9.89 million to the Company in a series of advanced royalty payments to support the development and commercialization of the Combined Offering, which payments will be offset against future royalties. Such payments will be paid in the following amounts upon satisfying the applicable conditions: (i) US$5.0 million (the “First Royalty Installment”) prior to January 5, 2025, (ii) US$3.0 million (the “Second Royalty Installment”) within five days of delivery by the Company to Texas Instruments of certain software for demonstration at the CES 2025 conference and (iii) US$1.89 million (together with the First Royalty Installment and the Second Royalty Installment, the “TI Pre-paid Royalty Fee”) within five days of the execution of an agreement with a customer for the Combined Offering. The Company and Texas Instruments have agreed to negotiate in good faith a master license agreement to determine, among other things, the royalties payable for the license as they shall apply on a customer-by-customer basis.
The term of the License Agreement will continue until terminated for cause or automatically terminated upon execution by each of the Company and Texas Instruments of the master license agreement contemplated under the Collaboration Agreement.
1
Amendments to Credit Facilities
On December 6, 2024, the Company entered into (i) a Second Amending Agreement (the “Second Amendment”) amending the financing offer letter dated August 19, 2024 among the Company, VayaVision and the bridge lenders party thereto (as amended by a First Amending Agreement dated October 11, 2024 and as so amended, the “Bridge Facility”), and (ii) a Fourteenth Amending Agreement (the “Fourteenth Amendment”) with Fédération des Caisses Desjardins du Québec (“Desjardins”) with respect to the Amended and Restated Financing Offer dated April 5, 2023 (as amended prior to December 6, 2024 and as so amended, the “Desjardins Credit Facility”).
The Second Amendment provides for, among other things, the repayment of Desjardins’ bridge loans and other payments under the Bridge Facility upon the earlier of (i) the business day following the completion of financing transactions aggregating US$35.0 million in gross proceeds comprised of the TI Pre-paid Royalty Fee, the conversion of approximately US$6.0 million of bridge loans under the Bridge Facility and other equity issuances (collectively, the “Follow On Offering”), and (ii) January 31, 2025. Such payments would be due earlier in the event that the First Royalty Installment has not been received by the Company on December 13, 2024.
The Fourteenth Amendment provides for, among other things, the payment of deferred interest, amendment fees, repayment of Desjardins’ bridge loans and other payments under the Bridge Facility and the Desjardins Credit Facility upon the earlier of (i) the Follow On Offering and (ii) January 31, 2025. In addition, the Fourteenth Amendment amends the Desjardins Credit Facility to provide that the Company must provide notice to Desjardins within two business days of a “liquidity event” and repay all amounts owing under the Desjardins Credit Facility. Liquidity events under the Desjardins Credit Facility, as amended, include a change of control of the Company, a sale of all or substantially all of the Company's assets, the occurrence of a default under the Desjardins Credit Facility, the failure to receive the First Royalty Installment by December 13, 2024 and the failure to complete the Follow On Offering by January 31, 2025. If a liquidity event were to occur, Desjardins would have the right to declare the Desjardins Term Loan to be due and payable, and if it elected to do so, approximately $109.5 million aggregate principal amount of indebtedness of the Company would be subject to acceleration. While the Company may seek additional financing to avoid or cure such an outcome or seek from Desjardins further forbearance, waiver or other relief from such requirements, there is no assurance that it would be able to do so on commercially reasonable terms, or at all. In such circumstances, the Company’s ability to continue as a going concern would be materially and adversely affected and investors in the Company Common Shares could lose all or a substantial part of their investment.
The foregoing summary of the Second Amendment and the Fourteenth Amendment do not purport to be complete and is qualified in its entirety by reference to the Second Amendment and the Fourteenth Amendment, copies of which are furnished as Exhibits 10.1 and 10.2 hereto and are incorporated by reference herein.
2
DOCUMENTS TO BE FURNISHED AS PART OF THIS FORM 6-K
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| LEDDARTECH HOLDINGS INC. | ||
| By: | /s/ David Torralbo | |
| Name: | David Torralbo, | |
| Title: | Chief Legal Officer | |
Date: December 9, 2024
4
Exhibit 10.1
SECOND AMENDING AGREEMENT made as of December 6, 2024
| BETWEEN: |
LeddarTech Holdings Inc.
(as “Borrower”)
|
| AND: |
Federation des Caisses Desjardins du Quebec
(as “Desjardins”)
|
| AND: |
Investissement Quebec
(as “IQ”)
|
| AND: |
FS LT Holdings II LP, by its general partner FS Investment, L.P., by its general partner Nick Stone Management II, LLC
(as “FS LT”, and collectively with Desjardins and IQ, the “Initial Bridge Lenders”)
|
| AND: |
Frantz Saintellemy
(as “F. Saintellemy”)
|
| AND: |
MM Consulting SAS
(as “MM Consulting”)
|
| AND: |
Charles Boulanger
(as “C. Boulanger”)
|
| AND: |
Derek Aberle
(as “D. Aberle”)
|
| AND: |
David Torralbo
(as “D. Torralbo”, and collectively with F. Saintellemy, MM Consulting, C. Boulanger and D. Aberle, the “Additional Bridge Lenders”, and collectively with the Initial Bridge Lenders, the “Bridge Lenders”) |
Recitals
| A. | The Initial Bridge Lenders have addressed a bridge financing offer dated August 16, 2024 to the Borrower which has been accepted by the Borrower on the same day (as amended by a first amending agreement dated as of October 11, 2024, and as may be further amended, supplemented, restated, replaced or amended and restated from time to time prior to the date hereof, the “Bridge Financing Offer”), and the Additional Bridge Lenders have become party to such Bridge Financing Offer by executing joinder agreements dated as of August 30, 2024 between each Additional Bridge Lender and the Borrower. |
| B. | The Borrower and the Initial Bridge Lenders wish to amend the Bridge Financing Offer to, among other things, expand the definition of Follow On Offering and extend the Maturity Date. |
Now, therefore, the parties agree as follows:
| 1. | Interpretation |
| 1.1 | Capitalized terms used herein and defined in this Agreement have the meanings assigned to them in the Bridge Financing Offer unless otherwise defined herein. |
| 1.2 | Other than as specifically provided herein, this Agreement shall not operate as a waiver of any right, power or privilege of the Initial Bridge Lenders and, except as amended hereby, all provisions of the Bridge Financing Offer will remain in full force and effect. |
| 2. | Amendments to the Bridge Financing Offer |
| 2.1 | Section 2.1 of the Bridge Financing Offer is amended as follows (changes underlined and |
“2.1 Purpose
| 2.3.1 | Desjardins grants to the Borrower a bridge to equity term loan (the “Desjardins Bridge Loan”)
for the purpose of providing the Borrower with the cash necessary (i) to complete one or more follow-on offerings after the date
hereof |
| 2.2 | Section 2.3 of the Bridge Financing Offer is amended as follows (changes underlined and struck through): |
“2.3 Term and Form
| 2.3.1 | The term of the Desjardins Bridge Loan is |
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| 2.3 | Section 2.5.4 of the Bridge Financing Offer is amended as follows (changes underlined and struck through): |
“2.5.4 Upon the
closing of the Follow On Offering, the Borrower must repay in order the Bridge Repayment Amount (as such term is defined
in the Existing Desjardins Loan). The Bridge Repayment Amount shall be applied as follows: (i) first, to Desjardins, as Bridge
Lender, the outstanding principal amounts under the Desjardins Bridge Loan and pay all other amounts owing to Desjardins under the Financing
Offer and (ii) second, to Desjardins, as Existing Lender, any amount then payable under the Existing Desjardins Loan, the whole
up to a maximum aggregate amount of US$4,500,000.”
| 2.4 | Section 7.1.1(a) of the Bridge Financing Offer is amended as follows (changes underlined and struck through): |
“a) incur
any indebtedness other than (i) the Existing Desjardins Loan to the extent subject to intercreditor provisions between the Bridge Lenders
and Desjardins as lender under the Existing Desjardins Loan (the “Existing Lender”) as provided under Section 9, (ii)
the IQ PRSI Loan to the extent subject to a subordination agreement in favor of the Bridge Lenders as provided under Section 8.1.2, (iii)
the Convertible Notes Debt to the extent subject to subordination terms in favor of the Bridge Lenders as provided under Section 8.1.3,
and (iv) indebtedness arising from credit card agreements entered into between any of the Borrower or the Guarantor and
Desjardins up to a maximum amount of $100,000, and (v) the indebtedness arising from the TI Pre-paid Royalty Fee;”
| 2.5 | Section 7.1.1 of the Bridge Financing Offer amended by the addition of the three following paragraphs immediately after Section 7.1.1(l): |
“m) amend, replace or otherwise modify the terms and conditions of the TI Collaboration Agreement, the TI Software Escrow Agreement, the TI Software License Agreement and TI Master License Agreement at any time prior to the Maturity Date, provided that the TI Software License Agreement may be replaced by the TI Master License Agreement with the consent of the Initial Bridge Lenders, provided such consent will not be unreasonably withheld, delayed or conditioned;
n) grant any license of any portion of its intellectual property (other than the TI Software License Agreement and the TI Master License Agreement) outside the ordinary course of business, provided that, without limitation, any licence granting exclusivity in respect of territory, product or use of technology will be considered to be outside the ordinary course of business;
o) enter into any software escrow agreement relating to any portion of its intellectual property or any similar agreement, outside the ordinary course of business, provided that the TI Software Escrow Agreement may be entered into on or prior the date that is ten (10) business days following December 6, 2024, and further provided that, without limitation, any software escrow agreement relating to any license granting exclusivity in respect of territory, product or use of technology will be considered to be outside the ordinary course of business;”
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| 2.6 | The definition of “Liquidity Event” in Section 1 of Appendix “A” of the Bridge Financing Offer is amended as follows (changes underlined and struck through): |
“Liquidity
Event: means (i) a change of Control of the Borrower, (ii) a sale of all or substantially all of the assets of the Borrower or the
grant of an exclusive license (save to a Subsidiary of the Borrower in the normal course of business) of substantially all of the intellectual
property of the Borrower and of its Subsidiaries, (iii) the occurrence of a Default, (iv) Maturity Date if the Follow On Offering has
not closed on or prior to the Maturity Date and (v) December 13, 2024, if the full First Installment of the TI Pre-paid Royalty Fee
has not been disbursed to the Borrower on or prior to December 13, 2024 October 15, 2024 unless either (a) the conditions
precedent for the disbursement of the second Advance under the Bridge Loans have been met under Section 7.4 for at least one Initial Bridge
Lender and such Initial Bridge Lender has proceeded with the disbursement of the second Advance of its Bridge Loan or (b) the Borrower
has raised equity funding sufficient to meet its minimum available cash covenant under the Existing Desjardins Loan until the Maturity
Date.”
| 2.7 | Section 1 of Appendix “A” of the Bridge Financing Offer is amended by the addition of the definitions of “TI Collaboration Agreement”, “TI Master License Agreement”, “TI Pre-paid Royalty Fee”, “TI Software Escrow Agreement” and “TI Software License Agreement” as follows: |
“First Installment of the TI Pre-paid Royalty Fee: means the first installment in the amount of US$5,000,000 of the TI Pre-paid Royalty Fee.”
“Second Installment of the TI Pre-paid Royalty Fee: means the second installment in the amount of US$3,000,000 of the TI Pre-paid Royalty Fee.”
“TI Collaboration Agreement: means the collaboration agreement dated as of December 6, 2024 between Texas Instruments Incorporated and the Borrower pursuant to which the parties engage in a strategic collaboration to offer a joint solution to the worldwide automotive market.”
“TI Master License Agreement: means the master license agreement between Texas Instruments Incorporated and the Borrower which will replace the TI Software Escrow Agreement upon being entered into.”
“TI Pre-paid Royalty Fee: means the pre-paid royalties in the amount of US$9,890,000 to be remitted by Texas Instruments Incorporated to the Borrower to offset future obligations of the Borrower pursuant to the TI Software License Agreement.”
“TI Software Escrow Agreement: means the software escrow agreement to be entered into, inter alia, between Texas Instruments Incorporated, as beneficiary, the Borrower, as depositor company, and an escrow agent to be named pursuant thereto, in connection with the LeddarVision Development Platform, substantially in the form presented to the Initial Bridge Lenders on the date hereof.”
“TI Software License Agreement: means the software license agreement dated as of December 6, 2024 between Texas Instruments Incorporated and the Borrower.”
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| 3. | Effectiveness and Conditions Precedent |
This Agreement will become effective on the date that the Initial Bridge Lenders notify the Borrower that the following conditions precedent have been fulfilled to their satisfaction:
| 3.1 | this Agreement has been executed by all parties; |
| 3.2 | executed copies of the TI Collaboration Agreement and the TI Software License Agreement, which are in form and substance satisfactory to the Initial Bridge Lenders; |
| 3.3 | no Default exists; and |
| 3.4 | all fees and expenses owing by the Borrower to the Initial Bridge Lenders and their legal counsel due on the date of this Agreement shall have been paid and Desjardins is authorized to debit the Borrower’s account and proceed to the payment of such fees and expenses. |
| 4. | Conditions Subsequent |
On or prior to the date that is ten (10) business days following the date of this Agreement (or such later date as agreed to by the Initial Bridge Lenders), the Initial Bridge Lenders shall have received an executed copy of the TI Software Escrow Agreement, which is in form and substance satisfactory to the Initial Bridge Lenders.
| 5. | Representations and Warranties |
The Borrower certifies that all of the representations and warranties contained in Article 2 of the Appendix A to the Bridge Financing Offer are true and correct on and as of the date hereof as though made on and as of the date hereof, except that, to the extent such representations and warranties relate to a specifically identified earlier date they shall be true and correct as of such earlier date.
| 6. | Default |
The Borrower certifies that no Default has occurred and is continuing on the date hereof.
| 7. | Cost and Expenses |
The Borrower agrees to pay on demand all reasonable costs and expenses of the Initial Bridge Lenders in connection with the preparation, execution, delivery and implementation and administration of this Agreement including the reasonable fees and expenses of counsel for the Initial Bridge Lenders.
| 8. | Counterparts |
This Agreement may be executed in any number of counterparts, all of which taken together constitute one and the same instrument. A party may execute this Agreement by signing any counterpart. Delivery by any party or other signatory of an executed counterpart of this Agreement by facsimile or electronic mail or in PDF format, or using any electronic signature, shall be equally effective as delivery of an original executed counterpart of this Agreement.
| 9. | Governing Law |
This Agreement is governed by and construed in accordance with laws of the Province of Quebec and the laws of Canada applicable therein.
[Signature pages follow]
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IN WITNESS WHEREOF the parties have caused this Agreement to be duly executed as of the date and year first above written.
| LEDDARTECH HOLDINGS INC., as Borrower | ||
| /s/ Frantz Saintellemy | ||
| Name: | Frantz Saintellemy | |
| Title: | President and Chief Executive Officer | |
[Second Amendment – LeddarTech Holdings Inc. – Bridge Loan]
| FÉDÉRATION DES CAISSES DESJARDINS DU QUÉBEC, as Initial Bridge Lender | ||||
| Per: | /s/ Jocelyn Larouche | Per: | /s/ Alexandre Chapdelaine | |
| Name: | Jocelyn Larouche | Name: | Alexandre Chapdelaine | |
| Title: | Director, National Accounts, North Western Quebec | Title: | Managing Director and Market Lead, National Accounts, North Western Quebec | |
| INVESTISSEMENT QUÉBEC, as Initial Bridge Lender | ||
| /s/ Sébastien Plante | ||
| Name: | Sébastien Plante | |
| Title: | Directeur principal, Investissement spécialisé - Québec | |
| FS LT HOLDINGS II LP, by its general partner FS INVESTMENT, L.P., by its general partner NICK STONE MANAGEMENT II, LLC, as Initial Bridge Lender |
||
| /s/ Nick Stone | ||
| Name: | Nick Stone | |
| Title: | Manager | |
[Second Amendment – LeddarTech Holdings Inc. – Bridge Loan]
| /s/ Frantz Saintellemy | |
| Frantz Saintellemy, as Additional Bridge Lender |
| MM CONSULTING SAS, as Additional Bridge Lender | ||
| /s/ Yann Delabrière | ||
| Name: | Yann Delabrière | |
| Title: | ||
| /s/ Charles Boulanger | |
| Charles Boulanger, as Additional Bridge Lender |
| /s/ Derek Aberle | |
| Derek Aberle, as Additional Bridge Lender |
| /s/ David Torralbo | |
| David Torralbo, as Additional Bridge Lender |
[Second Amendment – LeddarTech Holdings Inc. – Bridge Loan]
The Guarantor acknowledges receipt of this Agreement and agrees to its terms.
| VAYAVISION SENSING LTD., as Guarantor | ||
| /s/ Frantz Saintellemy | ||
| Name: | Frantz Saintellemy | |
| Title: | Chief Executive Officer | |
[Second Amendment – LeddarTech Holdings Inc. – Bridge Loan]
The Existing Lender acknowledges receipt of this Agreement and agrees to its terms.
| FÉDÉRATION DES CAISSES DESJARDINS DU QUÉBEC, as Existing Lender | ||||||
| Per: | /s/ Jocelyn Larouche | Per: | /s/ Alexandre Chapdelaine | |||
| Name: | Jocelyn Larouche | Name: | Alexandre Chapdelaine | |||
| Title: | Director, National Accounts, North Western Quebec | Title: | Managing Director and Market Lead, National Accounts, North Western Quebec | |||
[Second Amendment – LeddarTech Holdings Inc. – Bridge Loan]
Exhibit 10.2
FOURTEENTH AMENDING AGREEMENT made as of December 6, 2024
| BETWEEN: | LeddarTech Holdings Inc. |
| (as “Borrower”) | |
| AND: | Federation des Caisses Desjardins du Quebec |
| (as “Lender”) |
Recitals
| A. | The Lender has addressed an amended and restated financing offer dated April 5, 2023 to the Borrower which has been accepted by the Borrower (as amended by a first amending agreement dated as of May 1, 2023, a second amending agreement dated as of May 31, 2023, a third amending agreement dated as of September 29, 2023, a fourth amending agreement dated as of October 13, 2023, a fifth amending agreement dated as of October 20, 2023, a sixth amending agreement dated as of October 31, 2023, a seventh amending agreement dated as of December 8, 2023, an eighth amending agreement dated as of June 4, 2024, a ninth amending agreement dated as of July 5, 2024, a tenth amending agreement dated as of July 26, 2024, an eleventh amending agreement dated as of August 5, 2024, a twelfth amending agreement dated as of August 14, 2024 and a thirteenth amending agreement dated as of August 16, 2024, the “Financing Offer”). |
| B. | The Borrower is the entity resulting from the amalgamation between LeddarTech Inc. and LeddarTech Holdings Inc. that took place on December 21, 2023. |
| C. | The Borrower and the Lender wish to amend the Financing Offer to, among other things, reduce temporarily the level of minimum available cash required under the covenant provided for under Section 7.1.2 of the Financing Offer, authorize the indebtedness arising from the TI Pre-paid Royalty Fee, add certain negative covenants and modify the definition of Liquidity Events. |
Now, therefore, the parties agree as follows:
| 1. | Interpretation |
| 1.1 | Capitalized terms used herein and defined in the Financing Offer have the meanings assigned to them in the Financing Offer unless otherwise defined herein. |
| 1.2 | Other than as specifically provided herein, this Agreement shall not operate as a waiver of any right, power or privilege of the Lender and, except as amended hereby, all provisions of the Financing Offer will remain in full force and effect. |
| 2. | Amendments to the Financing Offer |
| 2.1 | Section 3.4.1 of the Financing Offer is amended as follows (changes underlined and struck through): |
“3.4.1 Interest
must be paid on a monthly basis, it being understood that the interest payments to be made for the months of July 2024 (originally due
on August 5, 2024), August 2024 (originally due on September 5, 2024), September 2024 (originally due on October 5, 2024), and
October 2024 (originally due on November 5, 2024), November 2024 (originally due on December 5, 2024) and December 2024 (originally
due on January 5, 2025), as applicable, are postponed to the earlier of (i) the date on which a default occurs and is continuing
pursuant to Article 5 of Appendix A to the Financing Offer, (ii) the Short-Term Outside Date (as defined below) and (iii)
November 15, 2024, December 13, 2024, which date will automatically be extended to January 31, 2025 upon the disbursement
to the Borrower of the full First Installment of the TI Pre-paid Royalty Fee, and with the interest payments for each subsequent month to be
made on the fifth day of each month.”
| 2.2 | Section 3.4.3 of the Financing Offer is amended as follows (changes underlined): |
“3.4.3 On the second Business Day following the receipt of net cash proceeds of any issue of equity by the Borrower or the Guarantors (other than with respect to the Guarantors an issue to the Borrower or another Guarantor) the Borrower must give notice thereof to Desjardins and use such net cash proceeds to make a repayment on the outstanding loans under first the Temporary Bridge Loan – Segment “E”, until paid in full, and second the Term Loan – Segment “D”, until paid in full, subject to the following (i) any cumulative net equity amount (including from the SPAC Offering, but excluding, for the avoidance of doubt, any funds of Prospector Capital Corp. remaining in its trust account as of the DE-SPAC Date) raised up to the first US$44,000,000 in the aggregate will not be subject to any mandatory repayment under this Section 3.4.3 and (ii) any cumulative net equity amount (including from the SPAC Offering, but excluding, for the avoidance of doubt, any funds of Prospector Capital Corp. remaining in its trust account as of the DE-SPAC Date raised in excess of the first US$44,000,000 in the aggregate will be subject to a mandatory repayment under this Section 3.4.3. in an amount equal to only 10% of all such amounts raised in excess of said first US$44,000,000 raised, except that in the case of any cumulative net equity amount raised by way of equity line of credit (commonly known as ELOC) or analogous instruments, the mandatory repayment of 10% under this Section 3.4.3 will only be applicable on all such amounts raised in excess of twice the amount of repayment made under Section 3.4.5, and further except that the mandatory repayment of 10% under this Section 3.4.3 will not be applicable to the proceeds of the TI Pre-paid Royalty Fee and the equity investments in the Borrower for a minimum gross proceeds amount of US$35,000,000 to be completed on or prior to the Short-Term Outside Date (the “Follow On Offering”).”
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| 2.3 | Section 3.4.6A is amended as follows (changes underlined and struck through): |
“3.4.6A On
the Short-Term Outside Date, the Borrower must repay in order the Bridge Repayment Amount (as defined below). The
Bridge Repayment Amount shall be applied as follows: (i) first, to Desjardins, as bridge lender, under the bridge financing offer
entered into between, among others, Desjardins, Investissement Québec and FS LT Holdings II LP, as bridge lenders, and the Borrower,
as borrower, on August 16, 2024 (the “Bridge Financing”), the outstanding principal amounts under the bridge loan of
Desjardins and all other amounts owing to Desjardins under the Bridge Financing and (ii) second, to Desjardins, as lender hereunder, any
amount then payable under this Financing Offer, including the Amendment Fee, the interest payable on the Short-Term Outside Date pursuant
to Section 3.4.1 and the monthly fees payable on the Short-Term Outside Date pursuant to the seventh paragraph of Section 6.1,
up to a maximum aggregate amount of US$4,500,000. Any portion of the amounts then payable to Desjardins, in its capacity as lender under
this Financing Offer, which remains unpaid following the application of such US$4,500,000 US$5,500,000
repayment. The “Bridge Repayment Amount” shall be an amount equal to the sum of (i) and (ii) above
less $875,000 (the “Capitalized Amount”). The Capitalized Amount will be added to the principal amount of the Term
Loan – Segment D as of the Short-Term Outside Date.”
| 2.4 | The following paragraph of Section 6.1 of the Financing Offer is amended as follows (changes underlined and struck through): |
“The Borrower must
pay to Desjardins a monthly fee of $125,000 per month, which monthly fee is earned and payable first on July 5, 2024, and thereafter,
is earned and payable on the first day of each subsequent month, until the date of the last disbursement of the Follow On Offering,
which must occur on or prior to January 31, 2025 (the “Short-Term Outside Date”). Notwithstanding the foregoing,
the payment of the monthly fees applicable for the month of August 2024 and for the months up until (and including) the earlier of (i)
the Short-Term Outside Date and (ii) November 15 December 13, 2024 is postponed to the earlier of (i) the date
on which a default occurs and is continuing pursuant to Article 5 of Appendix A to the Financing Offer, (ii) the Short-Term
Outside Date and (iii) November 15 December 13, 2024, provided that if the full First Installment of the TI Pre-paid
Royalty Fee is received on or prior to December 13, 2024, the payment of the monthly fees applicable for the months up until (and including)
the earlier of (y) the Short-Term Outside Date and (z) January 31, 2025 is postponed to the earlier of (x) the date on which a default
occurs and is continuing pursuant to Article 5 of Appendix A to the Financing Offer, (y) the Short-Term Outside Date and (z) January 31,
2025.”
| 2.5 | The following new paragraph of Section 6.1 of the Financing Offer is amended as follows (changes underlined and struck through): |
“The Borrower must
pay to Desjardins, as compensation for authorizing the indebtedness under the Bridge Financing and the pari passu ranking of the
security under the Bridge Financing with the Security, (1) an amendment fee of US$667,000, which amendment fee is earned on the date hereof
and (2) an amendment fee of US$333,000, which amendment fee is earned on the date of the funding of the second advance of the bridge loan
of Desjardins made available to the Borrower under the Bridge Financing (collectively, the “Amendment Fee”), but in
each case shall be payable on the earlier of (i) the date on which a default occurs and is continuing pursuant to Article 5 of Appendix
A to the Financing Offer, (ii) the Short-Term Outside Date and (iii) November 15 December 13, 2024, which date
will automatically be extended to January 31, 2025 upon the disbursement to the Borrower of the full First Installment of the TI Pre-paid Royalty
Fee. Such fee is not reimbursable whatever the circumstances. This fee is in addition to all other fees payable by the Borrower.”
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| 2.6 | A new paragraph is added at the end of Section 6.1 of the Financing Offer as follows: |
“The Borrower must pay to Desjardins an amendment fee of $50,000 in connection with the fourteenth amendment to this Agreement, which amendment fee is earned on December 6, 2024, but shall be payable on the earlier of (i) the date on which a default occurs and is continuing pursuant to Article 5 of Appendix A to the Financing Offer, (ii) the Short-Term Outside Date and (iii) December 13, 2024, which date will automatically be extended to January 31, 2025 upon the disbursement to the Borrower of the full First Installment of the TI Pre-paid Royalty Fee. Such fee is not reimbursable whatever the circumstances. This fee is in addition to all other fees payable by the Borrower.”
| 2.7 | The definition of “Available Cash” in Section 7.1.2 of the Financing Offer is amended as follows (changes underlined and struck through): |
“Available Cash The Borrower must maintain Available Cash in an amount equal to or greater than as provided below for the following dates:
| (i) | $1,500,000 at all times from the date of the disbursement of the Tranche A of the SPAC Offering until October 31, 2023; |
| (ii) | NIL after October 31, 2023 until the earlier of December 22, 2023 and the DE-SPAC Date; |
| (iii) | $5,000,000 at all times after the earlier of December 22, 2023 and the DE-SPAC Date until July 4, 2024; |
| (iv) | $3,500,000 at all times from July 5, 2024 until July 6, 2024; |
| (v) | $1,800,000 at all times from July 7, 2024 until July 26, 2024; |
| (vi) | $1,300,000 at all times from July 27, 2024 until August 5, 2024; |
| (vii) | $250,000 at all times from August 6, 2024 until August 19, 2024; |
| (viii) | $1,000,000 at all times from August 20, 2024 until December 6, 2024
|
| (ix) | $1,000,000 at all times from the earlier of (i) December 13, 2024 and (ii) the date of the full First Installment of the TI Pre-paid Royalty Fee until the earlier of (y) the Short-Term Outside Date and (z) January 31, 2025; and |
| (x) | $5,000,000 at all times after the earlier of (i) the Short-Term Outside Date and (ii) |
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| 2.8 | Paragraph 7.3.1(a) of the Financing Offer is amended as follows (changes underlined and struck through): |
“a) incur any
indebtedness other than (i) the IQ PRSI Loan to the extent subject to a subordination agreement in favor of Desjardins as provided under
Section 8.1.2 (to the extent applicable), (ii) the SPAC Offering to the extent subject to subordination terms in favor of Desjardins as
provided under Section 8.1.3 (to the extent applicable), (iii) indebtedness arising from credit card agreements entered into between any
of the Borrower or the Guarantors and Desjardins up to a maximum amount of $100,000, and (iv) the indebtedness arising
under the Bridge Financing and owed to the bridge lenders thereunder, to the extent subject to intercreditor provisions satisfactory to
Desjardins as provided for under Section 8.1.6 and only as long as there are amounts outstanding under the bridge loan provided by Desjardins
pursuant to the Bridge Financing and (v) the indebtedness arising from the TI Pre-paid Royalty Fee;”
| 2.9 | Section 7.3.1 (Negative Covenants) is amended by the addition of the three following paragraphs immediately after Section 7.3.1(p): |
“q) amend the TI Software License Agreement (other than with respect to minor corrections) or replace the TI Software License Agreement by the TI Master License Agreement without the prior written consent of Desjardins, provided such consent will not be unreasonably withheld, delayed or conditioned;
r) grant any license of any portion of its intellectual property (other than the TI Software License Agreement and the TI Master License Agreement), or amend the TI Master License Agreement after having been entered into, in all cases outside the ordinary course of business, provided that, without limitation, any licence or amendment of the TI Master License Agreement granting exclusivity in respect of territory, product or use of technology will be considered to be outside the ordinary course of business;
s) subject to Section 7.3.1(n), enter into any software escrow agreement relating to any portion of its intellectual property or any similar agreement, outside the ordinary course of business, provided that the TI Software Escrow Agreement may be entered into on or prior the date that is ten (10) business days following December 6, 2024, and further provided that, without limitation, any software escrow agreement relating to any license granting exclusivity in respect of territory, product or use of technology will be considered to be outside the ordinary course of business.”
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| 2.10 | The definition of “Liquidity Event” in Section 1 of Appendix “A” of the Financing Offer is amended as follows (changes underlined and struck through): |
“Liquidity
Event: means (i) a change of Control of the Borrower, (ii) a sale of all or substantially all of
the assets of the Borrower or the grant of an exclusive licence (save to a Subsidiary of the Borrower in the normal course of business)
of substantial all of the intellectual property of the Borrower and of its Subsidiaries, (iii) the occurrence of a Default, (iv) if the
Term Loan is not repaid prior to or on the date which is 30 months after the earlier of (a) July 31, 2023 and (b) the DE-SPAC Date, (v)
Tranche A of the SPAC Offering has not been funded on or prior to June 12, 2023 under the conditions of Section 7.4.9a), (vi) Tranche
B1 of the SPAC Offering has not been funded on or prior to October 31, 2023, (vii) Tranche B of the SPAC Offering has not been funded
on or prior to December 22, 2023, (viii) November 15, 2024 January 31, 2025, if the Follow On Offering has not
closed on or prior to November 15, 2024 January 31, 2025 or (ix) December 13, 2024, if the full First Installment
of the TI Pre-paid Royalty Fee has not been disbursed to the Borrower on or prior to December 13, 2024 October 15, 2024, unless
(i) the conditions precedent for the disbursement of the second advance under the Bridge Financing have been met for at least one initial
bridge lender and such initial bridge lender has proceeded with the disbursement of the second advance of its bridge loan or (ii) the
Borrower has raised equity funding sufficient to meet its minimum Available Cash covenant under Section 7.1.2 until November 15, 2024.”
| 2.11 | Section 1 of Appendix “A” of the Financing Offer is amended by the addition of the definitions of “TI Collaboration Agreement”, “TI Master License Agreement”, “TI Pre-paid Royalty Fee”, “TI Software Escrow Agreement” and “TI Software License Agreement” as follows: |
“First Installment of the TI Pre-paid Royalty Fee: means the first installment in the amount of US$5,000,000 of the TI Pre-paid Royalty Fee.”
“TI Collaboration Agreement: means the collaboration agreement dated as of December 6, 2024 between Texas Instruments Incorporated and the Borrower pursuant to which the parties engage in a strategic collaboration to offer a joint solution to the worldwide automotive market.”
“TI Master License Agreement: means the master license agreement between Texas Instruments Incorporated and the Borrower which will replace the TI Software Escrow Agreement upon being entered into.”
“TI Pre-paid Royalty Fee: means the pre-paid royalties in the amount of US$9,890,000 to be remitted by Texas Instruments Incorporated to the Borrower to offset future obligations of the Borrower pursuant to the TI Software License Agreement.”
“TI Software Escrow Agreement: means the software escrow agreement to be entered into, inter alia, between Texas Instruments Incorporated, as beneficiary, the Borrower, as depositor company, and an escrow agent to be named pursuant thereto, in connection with the LeddarVision Development Platform, substantially in the form presented to Desjardins on the date hereof.”
“TI Software License Agreement: means the software license agreement dated as of December 6, 2024 between Texas Instruments Incorporated and the Borrower.”
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| 3. | Effectiveness and Conditions Precedent |
This Agreement will become effective on the date that the Lender notifies the Borrower that the following conditions precedent have been fulfilled:
| 3.1 | this Agreement has been executed by all parties; |
| 3.2 | executed copies of the TI Collaboration Agreement and the TI Software License Agreement which are in form and substance satisfactory to the Lender; |
| 3.3 | updated 13-Week Cash Flow Projection in form and substance satisfactory to Desjardins; |
| 3.4 | no Default exists; |
| 3.5 | all fees and expenses owing by the Borrower to the Lender and its legal counsel and the Desjardins’ Financial Advisor due on the date of this Agreement shall have been paid and the Lender is authorized to debit the Borrower’s account and proceed to the payment of such fees and expenses. |
| 4. | Conditions Subsequent |
On or prior to the date that is ten (10) business days following the date of this Agreement (or such later date as agreed to by Desjardins), Desjardins shall have received an executed copy of the TI Software Escrow Agreement, the Borrower and an escrow agent to be named pursuant thereto, which is in form and substance satisfactory to Desjardins.
| 5. | Representations and Warranties |
All of the representations and warranties contained in Article 2 of the Appendix A to the Financing Offer are true and correct on and as of the date hereof as though made on and as of the date hereof, except that, to the extent such representations and warranties relate to a specifically identified earlier date they shall be true and correct as of such earlier date.
| 6. | Default |
No Default has occurred and is continuing on the date hereof.
| 7. | Cost and Expenses |
The Borrower agrees to pay on demand all reasonable costs and expenses of the Lender in connection with the preparation, execution, delivery and implementation and administration of this Agreement including the reasonable fees and expenses of counsel for the Lender.
| 8. | Counterparts |
This Agreement may be executed in any number of counterparts, all of which taken together constitute one and the same instrument. A party may execute this Agreement by signing any counterpart. Delivery by any party or other signatory of an executed counterpart of this Agreement by facsimile or electronic mail or in PDF format, or using any electronic signature, shall be equally effective as delivery of an original executed counterpart of this Agreement.
| 9. | Governing Law |
This Agreement is governed by and construed in accordance with laws of the Province of Quebec and the laws of Canada applicable therein.
[Signature pages follow]
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IN WITNESS WHEREOF the parties have caused this Agreement to be duly executed as of the date and year first above written.
| Federation des Caisses Desjardins du Quebec, as Lender | ||
| Per: | /s/ Jocelyn Larouche | |
| Name: | Jocelyn Larouche | |
| Title: | Director, National Accounts, North Western Quebec | |
| Per: | /s/ Alexandre Chapdelaine | |
| Name: | Alexandre Chapdelaine | |
| Title: | Managing Director and Market Lead, National Accounts, North Western Quebec | |
| LeddarTech Holdings Inc., as Borrower | ||
| Per: | /s/ Frantz Saintellemy | |
| Name: | Frantz Saintellemy | |
| Title: | President and Chief Executive Officer | |
The Guarantor acknowledges receipt of this Agreement and agrees to its terms.
| Vayavision Sensing Ltd., as Guarantor | ||
| Per: | /s/ Frantz Saintellemy | |
| Name: | Frantz Saintellemy | |
| Title: | Chief Executive Officer | |
[Fourteenth Amendment – LeddarTech Holdings Inc.]
Exhibit 99.1
LeddarTech Announces
Collaboration with Texas
Instruments for Advanced Driver Assistance Systems
and Autonomous Driving Solutions
TI to make advanced royalty payments to license LeddarTech software
QUEBEC CITY, Canada, December 9, 2024 — LeddarTech® Holdings Inc. (“LeddarTech”) (Nasdaq: LDTC), an automotive software company that provides patented disruptive AI-based low-level sensor fusion and perception software technology, LeddarVision™, today announced that LeddarTech and Texas Instruments (“TI”) have entered into a strategic collaboration agreement and a software license agreement to enable a comprehensive, integrated platform solution for advanced driver assistance systems (ADAS) and autonomous driving (AD) markets. Under the license agreement, TI has agreed to make advanced royalty payments to catalyze joint commercialization.
The collaboration and license agreements will enable TI to market a bundled solution that features LeddarTech’s LeddarVision AI-based fusion and perception software stack pre-integrated and validated on TI’s TDA scalable portfolio of Arm-based processors. LeddarTech and TI have worked closely for nearly two years to integrate LeddarTech’s software with TI’s hardware to create an open, comprehensive, high-performance and cost-efficient solution for ADAS and AD systems that can serve the entire automotive OEM landscape and their Tier 1 suppliers.
LeddarTech and TI have developed an integrated roadmap of ADAS and AD features, leveraging LeddarTech’s LeddarVision software already running on TI’s TDA4 processor family, and with plans to announce new industry-leading ADAS feature performance in the coming months. This integrated solution has been presented to various automotive OEMs and Tier 1 automotive suppliers with very positive feedback on the feature specifications and performance of the combined processor and software bundle.
Anticipated Benefits to Automotive OEMs and Tier 1 Suppliers:
| ● | Accelerated Time-to-Market: Pre-integration of LeddarVision’s AI-based data fusion with TI’s TDA4 processor can enable faster deployment. |
| ● | Scalable & Flexible: A one-platform solution that can scale across models and feature sets, saving valuable time and lowering integration costs. |
| ● | Cost Efficiency: LeddarVision’s sensor-agnostic platform architecture reduces sensor count and costs, optimizing ADAS systems while enhancing safety and performance. |
| ● | Best-in-Class Performance: Delivers top-tier performance across components and systems, ensuring high-quality results for automotive applications. |
| ● | Comprehensive Solution: Advanced tools, simulation capabilities, data sets and cloud services support seamless development and high-performance outcomes. |
| ● | End-to-End Support: Full lifecycle support from innovation to deployment, ensuring smooth execution at every phase. |
| ● | Unified Perception: Integration of LeddarTech’s sensor fusion software with TI’s high-performance SoCs for real-time processing, enabling simplified integration and multi-application potential. |
Frantz Saintellemy, President and CEO of LeddarTech, stated: “We believe today’s agreement with Texas Instruments is a major milestone toward LeddarTech’s goal of becoming one of the leading players in ADAS and AD software. This agreement with Texas Instruments and their commitment to making advanced royalty payments is a major market validation of LeddarVision and the potential to achieve significant near-term automotive ADAS market success.”
An Invitation to Join a Conference Call for More Insight Into This Strategic Collaboration Agreement and the Industry Benefits Expected
LeddarTech’s President and CEO, Frantz Saintellemy, and CFO, Chris Stewart, will host a conference call and webcast on December 9, 2024, at 1:00 p.m. ET to discuss the agreements with Texas Instruments. Register here for the conference call. Following the event, this webcast will be archived on LeddarTech’s Investor Relations website at https://investors.leddartech.com/.
About LeddarTech
A global software company founded in 2007 and headquartered in Quebec City with additional R&D centers in Montreal and Tel Aviv, Israel, LeddarTech develops and provides comprehensive AI-based low-level sensor fusion and perception software solutions that enable the deployment of ADAS, autonomous driving (AD) and parking applications. LeddarTech’s automotive-grade software applies advanced AI and computer vision algorithms to generate accurate 3D models of the environment to achieve better decision making and safer navigation. This high-performance, scalable, cost-effective technology is available to OEMs and Tier 1-2 suppliers to efficiently implement automotive and off-road vehicle ADAS solutions.
LeddarTech is responsible for several remote-sensing innovations, with over 170 patent applications (87 granted) that enhance ADAS, AD and parking capabilities. Better awareness around the vehicle is critical in making global mobility safer, more efficient, sustainable and affordable: this is what drives LeddarTech to seek to become the most widely adopted sensor fusion and perception software solution.
LeddarTech might, in the scope of collaborations, partnerships and projects, from time to time, collect with test vehicles personal information, i.e., information that directly or indirectly identifies members of the public. Collected personal information may be processed, used, stored and communicated by LeddarTech within the scope of developing and training our software and products. For further information about the processing activities, which include the collection, use, storage and communication of the personal information, as well as the associated personal information protection rights and how to exercise them, please consult LeddarTech’s Privacy Policy.
Additional information about LeddarTech is accessible at www.LeddarTech.com and on LinkedIn, Twitter (X), Facebook and YouTube.
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Forward-Looking Statements
Certain statements contained in this Press Release may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (which forward-looking statements also include forward-looking statements and forward-looking information within the meaning of applicable Canadian securities laws), including, but not limited to, statements relating to LeddarTech’s anticipated strategy, future operations, prospects, objectives and financial projections and other financial metrics. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend” and other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (i) the possibility that anticipated benefits of LeddarTech’s recent business combination will not be realized; (ii) the risk that shareholder litigation in connection with the business combination or other settlements or investigations may result in significant costs of defense, indemnification and liability; (iii) changes in general economic and/or industry-specific conditions; (iv) possible disruptions from the business combination that could harm LeddarTech’s business; (v) the ability of LeddarTech to retain, attract and hire key personnel; (vi) potential adverse reactions or changes to relationships with customers, employees, suppliers or other parties; (vii) potential business uncertainty, including changes to existing business relationships following the business combination that could affect LeddarTech’s financial performance; (viii) legislative, regulatory and economic developments; (ix) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, outbreak or escalation of war or hostilities and any epidemic, pandemic or disease outbreak (including COVID-19), as well as management’s response to any of the aforementioned factors; (x) access to capital and financing and LeddarTech’s ability to maintain compliance with debt covenants; (xi) LeddarTech’s ability to execute its business model, achieve design wins and generate meaningful revenue; and (xii) other risk factors as detailed from time to time in LeddarTech’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including the risk factors contained in LeddarTech’s Annual Report on Form 20-F for the fiscal year ended September 30, 2023. The foregoing list of important factors is not exhaustive. Except as required by applicable law, LeddarTech does not undertake any obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Contact:
Daniel Aitken, Vice-President, Global Marketing, Communications and Investor Relations, LeddarTech Holdings Inc. Tel.: + 1-418-653-9000 ext. 232 daniel.aitken@LeddarTech.com
| ● | Investor relations website: investors.LeddarTech.com |
| ● | Investor relations contact: Kevin Hunt, ICR Inc. kevin.hunt@icrinc.com |
| ● | Financial media contact: Dan Brennan, ICR Inc. dan.brennan@icrinc.com |
Leddar, LeddarTech, LeddarVision, LeddarSP, VAYADrive, VayaVision and related logos are trademarks or registered trademarks of LeddarTech Holdings Inc. and its subsidiaries. All other brands, product names and marks are or may be trademarks or registered trademarks used to identify products or services of their respective owners.
LeddarTech Holdings Inc. is a public company listed on the Nasdaq under the ticker symbol “LDTC.”
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Exhibit 99.2
LeddarTech Enters into Amendments to Credit Facility and Bridge Financing Offer
QUEBEC CITY, Canada, December 9, 2024 — LeddarTech® Holdings Inc. (“LeddarTech”) (Nasdaq: LDTC), an automotive software company that provides patented disruptive AI-based low-level sensor fusion and perception software technology, LeddarVision™, today announced that LeddarTech and Texas Instruments (“TI”) have entered into a strategic collaboration agreement and a software license agreement to enable a comprehensive, integrated platform solution for advanced driver assistance systems (ADAS) and autonomous driving (AD) markets. Under the license agreement, TI has agreed to make advanced royalty payments to catalyze joint commercialization.
In connection with the collaboration and license agreements with TI and the advanced royalty payments provided thereunder (the “TI Pre-paid Royalty Fee”), LeddarTech entered into:
| ● | a fourteenth amending agreement (the “Fourteenth Amending Agreement”) with Fédération des caisses Desjardins du Québec (“Desjardins”) with respect to the amended and restated financing offer dated as of April 5, 2023 (the “Desjardins Credit Facility”), pursuant to which Desjardins has agreed to, among other things: (i) temporarily postpone payment of interest for the months of July through December 2024 until the earlier of (x) the date of the final disbursement of one or several equity investments in the borrower for minimum gross proceeds amount of US$35,000,000 in the aggregate (the “Short-Term Outside Date”), and (y) January 31, 2025 assuming the disbursement to LeddarTech of the full first installment of the TI Pre-paid Royalty Fee; and (ii) temporarily suspend the minimum cash covenant under the Desjardins Credit Facility until the earlier of (x) December 13, 2024, and (y) the date of disbursement to LeddarTech of the full first installment of the TI Pre-paid Royalty Fee, after which time LeddarTech will be required to maintain a minimum cash balance of C$1,000,000 until the earlier of (x) the Short-Term Outside Date, and (y) January 31, 2025, and a minimum cash balance of C$5,000,000 at all times after such date. |
| ● | a second amending agreement (the “Second Amending Agreement”) with the initial bridge lenders and certain members of management and the board of directors (collectively, the “Bridge Lenders”) with respect to the bridge financing offer dated as of August 16, 2024 (the “Bridge Financing Offer”) pursuant to which the Bridge Lenders have agreed, among other things, to extend the maturity of the bridge loan to December 13, 2024, which date will automatically be extended upon the disbursement by TI to LeddarTech of the full first installment of the TI Pre-paid Royalty Fee, to the earlier of (x) January 31, 2025 and (y) the business day following the Short-Term Outside Date. |
The Fourteenth Amending Agreement to the Desjardins Credit Facility also provides for a monthly payment by LeddarTech to Desjardins of C$125,000 until the Short-Term Outside Date, which payments will be due and payable on the earlier of the Short-Term Outside Date and December 13, 2024, provided that if the full first installment of the TI Pre-paid Royalty Fee is received on or before December 13, 2024, the deferral will extend to the earlier of (x) the Short-Term Outside Date, and (y) January 31, 2025.
The foregoing descriptions of the Fourteenth Amending Agreement to the Desjardins Credit Facility and the Second Amending Agreement to the Bridge Financing Offer do not purport to be complete and are qualified in their entirety by reference to such amendments, copies of which will be filed under LeddarTech’s SEDAR+ and EDGAR profiles at www.sedarplus.ca and www.sec.gov, respectively.
About LeddarTech
A global software company founded in 2007 and headquartered in Quebec City with additional R&D centers in Montreal and Tel Aviv, Israel, LeddarTech develops and provides comprehensive AI-based low-level sensor fusion and perception software solutions that enable the deployment of ADAS, autonomous driving (AD) and parking applications. LeddarTech’s automotive-grade software applies advanced AI and computer vision algorithms to generate accurate 3D models of the environment to achieve better decision making and safer navigation. This high-performance, scalable, cost-effective technology is available to OEMs and Tier 1-2 suppliers to efficiently implement automotive and off-road vehicle ADAS solutions.
LeddarTech is responsible for several remote-sensing innovations, with over 170 patent applications (87 granted) that enhance ADAS, AD and parking capabilities. Better awareness around the vehicle is critical in making global mobility safer, more efficient, sustainable and affordable: this is what drives LeddarTech to seek to become the most widely adopted sensor fusion and perception software solution.
LeddarTech might, in the scope of collaborations, partnerships and projects, from time to time, collect with test vehicles personal information, i.e., information that directly or indirectly identifies members of the public. Collected personal information may be processed, used, stored and communicated by LeddarTech within the scope of developing and training our software and products. For further information about the processing activities, which include the collection, use, storage and communication of the personal information, as well as the associated personal information protection rights and how to exercise them, please consult LeddarTech’s Privacy Policy.
Additional information about LeddarTech is accessible at www.LeddarTech.com and on LinkedIn, Twitter (X), Facebook and YouTube.
2
Forward-Looking Statements
Certain statements contained in this Press Release may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (which forward-looking statements also include forward-looking statements and forward-looking information within the meaning of applicable Canadian securities laws), including, but not limited to, statements relating to LeddarTech’s anticipated strategy, future operations, prospects, objectives and financial projections and other financial metrics. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend” and other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (i) the possibility that anticipated benefits of LeddarTech’s recent business combination will not be realized; (ii) the risk that shareholder litigation in connection with the business combination or other settlements or investigations may result in significant costs of defense, indemnification and liability; (iii) changes in general economic and/or industry-specific conditions; (iv) possible disruptions from the business combination that could harm LeddarTech’s business; (v) the ability of LeddarTech to retain, attract and hire key personnel; (vi) potential adverse reactions or changes to relationships with customers, employees, suppliers or other parties; (vii) potential business uncertainty, including changes to existing business relationships following the business combination that could affect LeddarTech’s financial performance; (viii) legislative, regulatory and economic developments; (ix) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, outbreak or escalation of war or hostilities and any epidemic, pandemic or disease outbreak (including COVID-19), as well as management’s response to any of the aforementioned factors; (x) access to capital and financing and LeddarTech’s ability to maintain compliance with debt covenants; (xi) LeddarTech’s ability to execute its business model, achieve design wins and generate meaningful revenue; and (xii) other risk factors as detailed from time to time in LeddarTech’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including the risk factors contained in LeddarTech’s Annual Report on Form 20-F for the fiscal year ended September 30, 2023. The foregoing list of important factors is not exhaustive. Except as required by applicable law, LeddarTech does not undertake any obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Contact:
Daniel Aitken, Vice-President, Global Marketing, Communications and Investor Relations, LeddarTech Holdings Inc. Tel.: + 1-418-653-9000 ext. 232 daniel.aitken@LeddarTech.com
| ● | Investor relations website: investors.LeddarTech.com |
| ● | Investor relations contact: Kevin Hunt, ICR Inc. kevin.hunt@icrinc.com |
| ● | Financial media contact: Dan Brennan, ICR Inc. dan.brennan@icrinc.com |
Leddar, LeddarTech, LeddarVision, LeddarSP, VAYADrive, VayaVision and related logos are trademarks or registered trademarks of LeddarTech Holdings Inc. and its subsidiaries. All other brands, product names and marks are or may be trademarks or registered trademarks used to identify products or services of their respective owners.
LeddarTech Holdings Inc. is a public company listed on the Nasdaq under the ticker symbol “LDTC.”
3