6-K
LeddarTech Holdings Inc. (LDTCF)
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 April, 2025.
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 ☐
Amendments to Credit Facilities
On April 1, 2025, LeddarTech Holdings Inc. (the “Company”) announced that it had entered into (i) a Fifth Amending Agreement (the “Fifth Amendment”) amending the financing offer letter dated August 19, 2024, among the Company, VayaVision Sensing Ltd. and the bridge lenders party thereto (as amended prior to April 1, 2025 and as so amended, the “Bridge Facility”), and (ii) a Seventeenth Amending Agreement (the “Seventeenth 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 April 1, 2025 and as so amended, the “Desjardins Credit Facility”).
The Fifth Amendment provides for, among other things, the extension of the maturity date of the bridge loans to the earlier of (x) the business day following the completion of financing transactions aggregating US$35.0 million in gross proceeds comprised of certain prepaid royalty fees, the conversion of approximately US$6.0 million of bridge loans under the Bridge Facility and other equity issuances (such financing transactions, the “Equity Financing”) (such business day, the “Short-Term Outside Date”), and (y) May 23, 2025.
The Seventeenth Amendment provides for, among other things, (i) the payment of certain deferred interest, repayment of Desjardins’ bridge loans and other payments under the Bridge Facility and the Desjardins Credit Facility upon the earlier of (x) the Short-Term Outside Date and (y) May 23, 2025, (ii) the decrease of the minimum cash covenant under the Desjardins Credit Facility to C$1,800,000, and (iii) extending the date by which failure to complete the Equity Financing would constitute a liquidity event to May 23, 2025. The Seventeenth Amendment also provides for a monthly payment by the Company to Desjardins of C$125,000, which monthly fee is earned and payable on the first day of each month, until the Short-Term Outside Date, which must occur on or prior to May 23, 2025. The payment of the monthly fees applicable for the month of August 2024 and for the months up until (and including) January 2025 is postponed pursuant to the Seventeenth Amendment to the earlier of (x) the Short-Term Outside Date and (y) May 23, 2025.
Each of the Fifth Amendment and the Seventeenth Amendment require that the Company must initiate and produce a plan at the satisfaction of Desjardins and the other initial bridge lenders regarding a refinancing, recapitalization or any suitable transaction (the “Plan”) no later than May 16, 2025. Each of the Fifth Amendment and the Seventeenth Amendment also provide that the failure to produce the plan by May 16, 2025 will constitute a liquidity event under the respective amendment.The Company continues to fully consider all potential sources of financing and/or other alternatives. There is no certainty that the Company will be able to raise additional funds and there can be no assurance that the Company will be successful in pursuing and implementing any such alternatives (including the Plan), nor any assurance as to the outcome or timing of any such alternatives
The foregoing summary of the Fifth Amendment and the Seventeenth Amendment does not purport to be complete and is qualified in its entirety by reference to the Fifth Amendment and the Seventeenth Amendment, copies of which are attached as Exhibits 10.1 and 10.2, respectively, hereto and are incorporated by reference herein.
Notice of Failure to Satisfy a Continued ListingRule or Standard
Minimum Market Value of Listed Securities
On March 31, 2025, the Company received a letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the Company’s market value of listed securities (“MVLS”) for the 30 consecutive business day period from February 14, 2025 through March 28, 2025, the Company did not maintain the minimum MVLS of US$35,000,000 required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2). The Company will be afforded a period of 180 calendar days, or until September 29, 2025 (the “MVLS Compliance Period”), in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(C).
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In order to regain compliance with Nasdaq’s minimum MVLS requirement, the minimum MVLS of the Company’s common shares must meet or exceed US$35,000,000 for a minimum of ten consecutive business days during the MVLS Compliance Period. In the event the Company does not regain compliance by the end of the MVLS Compliance Period, the Company will receive written notification that its securities are subject to delisting, which the Company may appeal to a hearings panel . The Company intends to continue to monitor the MVLS of its common shares between now and September 29, 2025, and will consider the various options available to the Company if its common shares do not trade at a level that is likely to regain compliance. There can be no assurance that the Company will be able to regain compliance with the MVLS requirement or maintain compliance with any of the other Nasdaq Capital Market continued listing requirements.
The foregoing letter has no immediate effect on the listing of the Company’s common shares, which will continue to be listed and traded on the Nasdaq Capital Market under the symbol “LDTC”, subject to the Company’s compliance with the other continued listing requirements of the Nasdaq Capital Market.
* * * *
The foregoing disclosures should be read in conjunction with the disclosures set forth in the Company’s Annual Report on Form 20-F for the year ended September 30, 2024 as filed with the Securities and Exchange Commission on December 26, 2024, including the disclosures set forth under “Item 3.D – Key Information – Risk Factors” contained therein.
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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: April 1, 2025
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Exhibit 10.1
Execution Version
FIFTH AMENDING AGREEMENT made as of March 31, 2025
| 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<br>which has been accepted by the Borrower on the same day (as amended by a first amending agreement dated as of October 11, 2024, a second<br>amending agreement dated as of December 6, 2024, a third amending agreement dated as of February 2, 2025, a fourth amending agreement<br>dated as of March 7, 2025, and as may be further amended, supplemented, restated, replaced or amended and restated from time to time prior<br>to the date hereof, the “Bridge Financing Offer”), and the Additional Bridge Lenders have become party to such Bridge<br>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,<br>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<br>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,<br>power or privilege of the Initial Bridge Lenders and, except as amended hereby, all provisions of the Bridge Financing Offer will remain<br>in full force and effect. |
| --- | --- |
| 2. | Amendments to the Bridge Financing Offer |
| --- | --- |
| 2.1 | Section 2.3 of the Bridge Financing Offer is amended as follows (changes underlined and struck through): |
| --- | --- |
“2.3 Termand Form
| 2.3.1 | The term of the Desjardins Bridge Loan is December 13, 2024, which date will automatically be extended,<br>upon the disbursement to the Borrower of the full First Installment of the TI Pre-paid Royalty Fee, to the earlier of (i) ~~March31~~May 23, 2025 and (ii) the Business Day following the closing of the Follow On Offering (the “Maturity Date”).<br>Any Advance under the Desjardins Bridge Loan may only be made in US Base Rate.” |
|---|---|
| 2.2 | New Sections 7.2.8 to 7.2.14 are inserted directly after Section 7.2.7 of the Financing Offer as follows: |
| --- | --- |
| “7.2.8 | The Borrower must initiate a process regarding a refinancing, recapitalization or any other suitable transaction<br>(the “Process”). |
| --- | --- |
| 7.2.9 | No later than April 4, 2025, the Borrower will engage the financial advisors in respect of the Process.<br>The terms and conditions of such engagement must have been provided by the Borrower to the Initial Bridge Lenders in advance, and such<br>terms and conditions must be to the satisfaction of the Initial Bridge Lenders, in their sole discretion. |
| --- | --- |
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| 7.2.10 | For greater certainty, following the initiation of the Process, the Borrower will keep the Initial Bridge<br>Lenders apprised of any development in respect of the Process and any other relevant information impacting its business and finances including<br>more specifically the repayment of the credit facilities available hereunder, and will give access to the Initial Bridge Lenders to all<br>relevant documentation and information in connection thereto. |
|---|---|
| 7.2.11 | The Borrower must produce a plan regarding a refinancing, recapitalization or any other suitable transaction,<br>as part of the Process (the “Process Plan”), at the satisfaction of the Initial Bridge Lenders, and undertakes to provide<br>to Initial Bridge Lenders no later than May 16, 2025 a copy of such Process Plan as well as any other documentation that Desjardins may<br>reasonably request in connection therewith, including the confirmation of interest of any potential participant provided by the Process<br>Plan. |
| --- | --- |
| 7.2.12 | The Borrower undertakes to invite Desjardins to participate in all discussions, meetings and exchanges<br>of the Borrower with potential participants in connection with the Process, at Desjardins’ sole discretion, acting reasonably, provided<br>that at least one other of FS LT or IQ is in attendance after having been respectively invited to participate in any such discussions,<br>meetings or exchanges. The Borrower must provide Desjardins and any other Initial Bridge Lender with a reasonable prior notice before<br>such discussions, meetings and exchanges take place. The Borrower undertakes to grant access to each Initial Bridge Lender to all documentation<br>and information exchanged with such potential participants. |
| --- | --- |
| 7.2.13 | The Borrower undertakes to provide updates to each Initial Bridge Lender on the Process on a weekly basis<br>and at any other time when requested by an Initial Bridge Lender. |
| --- | --- |
| 7.2.14 | The Borrower undertakes to authorize each Initial Bridge Lender, as part of its participation in any and<br>all discussions, meetings and exchanges with the potential participants in connection with the Process, to disclose the financial information<br>relating to the Borrower that it has in its possession to such potential participants in those meetings, discussions and exchanges.” |
| --- | --- |
| 2.3 | The definition of “Liquidity Event” in Section 1 of Appendix “A” of the Financing<br>Offer is amended as follows (changes underlined and struck through): |
| --- | --- |
“LiquidityEvent: 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, or (vi) May 16, 2025, if the Borrower has not provided the Process Plan to the Initial Bridge Lenders, at the satisfaction of the Initial Bridge Lenders.”
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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 | no Default exists; and |
| --- | --- |
| 3.3 | all fees and expenses owing by the Borrower to the Initial Bridge Lenders and their legal counsel due<br>on the date of this Agreement shall have been paid and Desjardins is authorized to debit the Borrower’s account and proceed to the<br>payment of such fees and expenses. |
| --- | --- |
| 4. | 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.
| 5. | Default |
|---|
The Borrower certifies that no Default has occurred and is continuing on the date hereof.
| 6. | 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.
| 7. | 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.
| 8. | 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 |
[Fifth Amendment – LeddarTech Holdings Inc. – Bridge Loan]
| FÉDÉRATION DES CAISSES DESJARDINS DU QUÉBEC,<br> as Initial Bridge Lender | |||||
|---|---|---|---|---|---|
| Per: | /s/ Jocelyn Larouche | Per: | /s/ Alexandre Chapdelaine | ||
| Name: | Jocelyn Larouche | Name: | Alexandre Chapdelaine | ||
| Title: | Director, National Accounts,<br><br> North Western Quebec | Title: | Managing Director and Market Lead,<br><br> National Accounts, North Western Quebec | ||
| INVESTISSEMENT QUÉBEC, as Initial Bridge Lender | |||||
| --- | --- | ||||
| /s/ Sébastien Plante | |||||
| Name: | Sébastien Plante | ||||
| Title: | Directeur principal, <br><br>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 |
[Fifth Amendment – LeddarTech Holdings Inc. – Bridge Loan]
| /s/ Frantz Saintellemy | |
|---|---|
| Frantz Saintellemy, as Additional<br><br> Bridge Lender | |
| MM CONSULTING SAS, as Additional Bridge Lender | |
| --- | --- |
| /s/ Yann Delabrière | |
| Name: | Yann Delabrière |
| Title: | President |
| /s/ Charles Boulanger | |
| --- | |
| Charles Boulanger, as Additional<br><br> Bridge Lender | |
| /s/ Derek Aberle | |
| --- | |
| Derek Aberle, as Additional <br><br>Bridge Lender | |
| /s/ David Torralbo | |
| --- | |
| David Torralbo, as Additional <br><br>Bridge Lender |
[Fifth 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 |
[Fifth 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,<br> as Existing Lender | |||||
|---|---|---|---|---|---|
| Per: | /s/ Jocelyn Larouche | Per: | /s/ Alexandre Chapdelaine | ||
| Name: | Jocelyn Larouche | Name: | Alexandre Chapdelaine | ||
| Title: | Director, National Accounts,<br><br> North Western Quebec | Title: | Managing Director and Market Lead,<br><br> National Accounts, North Western Quebec |
[Fifth Amendment – LeddarTech Holdings Inc. – Bridge Loan]
Exhibit 10.2
Execution Version
SEVENTEENTH AMENDING AGREEMENT made as of March 31, 2025
| BETWEEN: | LeddarTech Holdings Inc. <br><br><br><br>(as “Borrower”) |
|---|---|
| AND: | Federation des Caisses Desjardins du Quebec<br><br><br><br> (as “Lender”) |
Recitals
| A. | The Lender has addressed an amended and restated financing offer dated April 5, 2023 to the Borrower which<br>has been accepted by the Borrower (as amended by a first amending agreement dated as of May 1, 2023, a second amending agreement dated<br>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,<br>a fifth amending agreement dated as of October 20, 2023, a sixth amending agreement dated as of October 31, 2023, a seventh amending agreement<br>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,<br>a tenth amending agreement dated as of July 26, 2024, an eleventh amending agreement dated as of August 5, 2024, a twelfth amending agreement<br>dated as of August 14, 2024, a thirteenth amending agreement dated as of August 16, 2024, a fourteenth amending agreement dated as of<br>December 6, 2024, a fifteenth amending agreement dated as of February 2, 2025, and a sixteenth amending agreement dated as of March 7,<br>2025, the “Financing Offer”). |
|---|---|
| B. | The Borrower is the entity resulting from the amalgamation between LeddarTech Inc. and LeddarTech Holdings<br>Inc. that took place on December 21, 2023. |
| --- | --- |
| C. | The Borrower and the Lender wish to amend the Financing Offer to, among other things, realign the payment<br>of interest rates and extend the Short-Term Outside Date. |
| --- | --- |
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<br>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,<br>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), 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) ~~March 31~~May 23, 2025, and with the interest payments for each subsequent month to be made on the fifth day of each month. For greater certainty, the interest payment for the month of January 2025 was made on February 5, 2025, ~~and~~ the interest payment for the month of February 2025 was made on March 5, 2025, the interest payment for the month of March 2025 will be made on April 7, 2025 and the interest payment for the month of April 2025 will be made on May 5, 2025.”
| 2.2 | The following paragraph of Section 6.1 of the Financing Offer is amended as follows (changes underlined<br>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 ~~March 31~~May 23, 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) January 2025, representing in the aggregate $750,000, 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) ~~March 31~~May 23, 2025. For greater certainty, the payment for February 2025 was earned and payable on February 1, 2025 and payment of same was made on February 3, 2025 (being the following Business Day), ~~and~~ the payment for March 2025 was earned and payable on March 1, 2025 and payment of same was made on March 3, 2025 (being the following Business Day), the payment for April 2025 is earned and payable on April 1, 2025 and payment of same will be made on April 1, 2025, and the payment for May 2025 is earned and payable on May 1, 2025 and payment of same will be made on May 1, 2025.
Following the Short-Term Outside Date ~~and until the Borrower provides Desjardins with the Recapitalization Plan in form and substance satisfactory to Desjardins~~, a monthly fee in the amount of $75,000 will be earned and payable on the first day of each month.”
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| 2.3 | The following paragraph of Section 6.1 of the Financing Offer is amended as follows (changes underlined<br>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 August 16, 2024 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 “Thirteenth AmendmentFee”), 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) ~~March 31~~May 23, 2025. Such fee is not reimbursable whatever the circumstances. This fee is in addition to all other fees payable by the Borrower.”
| 2.4 | The following paragraph of Section 6.1 of the Financing Offer is amended as follows (changes underlined<br>and struck through): |
|---|
“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 (the “Fourteenth Amendment Fee”), 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) ~~March 31~~May 23, 2025. Such fee is not reimbursable whatever the circumstances. This fee is in addition to all other fees payable by the Borrower.”
| 2.5 | The following paragraph of Section 6.1 of the Financing Offer is amended as follows (changes underlined<br>and struck through): |
|---|
“The Borrower must pay to Desjardins an amendment fee of $20,000 in connection with the fifteenth amendment to this Agreement, which amendment fee is earned on February 3, 2025 (the “Fifteenth Amendment Fee”), 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) ~~March 31~~May 23, 2025. Such fee is not reimbursable whatever the circumstances. This fee is in addition to all other fees payable by the Borrower.”
| 2.6 | The following paragraph of Section 6.1 of the Financing Offer is amended as follows (changes underlined<br>and struck through): |
|---|
“The Borrower must pay to Desjardins an amendment fee of $20,000 in connection with the sixteenth amendment to this Agreement, which amendment fee is earned on March 7, 2025 (the “Sixteenth Amendment Fee” and collectively with the Thirteenth Amendment Fee, Fourteenth Amendment Fee and Fifteenth Amendment Fee, the “Amendment Fee”), 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) ~~March 31~~May 23, 2025. 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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| 2.7 | 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 $20,000 in connection with the seventeenth amendment to this Agreement, which amendment fee is earned and payable on March 31, 2025. Such fee is not reimbursable whatever the circumstances. This fee is in addition to all other fees payable by the Borrower.”
| 2.8 | The definition of “Available Cash” in Section 7.1.2 of the Financing Offer is amended as follows<br>(changes underlined and struck through): |
|---|
“AvailableCash 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<br>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<br>Installment of the TI Pre-paid Royalty Fee until February 28, 2025; ~~and~~ |
| --- | --- |
| (x) | $7,000,000 at all times ~~after~~ from February 28, 2025 to March 31, 2025; and |
| --- | --- |
| (xi) | $1,800,000 at all times after April 1, 2025.” |
| --- | --- |
| 2.9 | New Sections 7.2.9, 7.2.10 and 7.2.11 are inserted directly after Section 7.2.8 of the Financing Offer<br>as follows: |
| --- | --- |
| “7.2.9 | The Borrower must initiate a process regarding a refinancing, recapitalization or any other<br> suitable transaction (the “Process”). |
| --- | --- |
| 7.2.10 | No later than April 4, 2025, the Borrower will engage the financial advisors in respect of the Process.<br>The terms and conditions of such engagement must have been provided by the Borrower to Desjardins in advance, and such terms and conditions<br>must be to the satisfaction of Desjardins, in its sole discretion. |
| --- | --- |
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| 7.2.11 | For greater certainty, following the initiation of the Process, the Borrower will keep Desjardins apprised<br>of any development in respect of the Process and any other relevant information impacting its business and finances including more specifically<br>the repayment of the credit facilities available hereunder, and will give access to Desjardins to all relevant documentation and information<br>in connection thereto. |
|---|---|
| 7.2.12 | The Borrower must produce a plan regarding a refinancing, recapitalization or any other suitable transaction,<br>as part of the Process (the “Process Plan”), at the satisfaction of Desjardins, and undertakes to provide to Desjardins<br>no later than May 16, 2025 a copy of such Process Plan as well as any other documentation that Desjardins may reasonably request in connection<br>therewith, including the confirmation of interest of any potential participant provided by the Process Plan.” |
| --- | --- |
| 2.10 | New Sections 7.4.17, 7.4.18 and 7.4.19 are inserted directly after Section 7.4.16 of the Financing Offer<br>as follows: |
| --- | --- |
| “7.4.17 | The Borrower undertakes to invite Desjardins to participate in all discussions, meetings and exchanges<br>of the Borrower with potential participants in connection with the Process, at Desjardins’ sole discretion, acting reasonably, provided<br>that at least one other of FS LT Holdings II LP or Investissement Québec is in attendance after having been invited to participate<br>in any such discussions, meetings or exchanges. The Borrower must provide Desjardins, FS LT Holdings II LP and Investissement Québec<br>with a reasonable prior notice before such discussions, meetings and exchanges take place. The Borrower undertakes to grant access to<br>Desjardins to all documentation and information exchanged with such potential participants. |
| --- | --- |
| 7.4.18 | The Borrower undertakes to provide updates to Desjardins on the Process on a weekly basis and at any other<br>time when requested by Desjardins. |
| --- | --- |
| 7.4.19 | The Borrower undertakes to authorize Desjardins, as part of its participation in any and all discussions,<br>meetings and exchanges with the potential participants in connection with the Process, to disclose the financial information relating<br>to the Borrower that it has in its possession to such potential participants in those meetings, discussions and exchanges.” |
| --- | --- |
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| 2.11 | The definition of “Liquidity Event” in Section 1 of Appendix “A” of the Financing<br>Offer is amended as follows (changes underlined and struck through): |
|---|
“LiquidityEvent: 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) ~~March31~~May 23, 2025, if the Follow On Offering has not closed on or prior to ~~March 31~~May 23, 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 or (x) May 16, 2025, if the Borrower has not provided the Process Plan to Desjardins, at the satisfaction of Desjardins.”
| 2.12 | Appendix “E” of the Financing Offer is replaced by Schedule A hereto, being understood that<br>such initial 13-Week Cash Flow Projection is in fact an initial 9-week cash flow projection. |
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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 | no Default exists; and |
| --- | --- |
| 3.3 | all fees and expenses owing by the Borrower to the Lender and its legal counsel and the Desjardins’<br>Financial Advisor due on the date of this Agreement shall have been paid and the Lender is authorized to debit the Borrower’s account<br>and proceed to the payment of such fees and expenses. |
| --- | --- |
| 4. | 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.
| 5. | Default |
|---|
No Default has occurred and is continuing on the date hereof.
| 6. | 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.
| 7. | 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.
| 8. | 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,<br> as Lender | |
|---|---|
| Per: | /s/ Jocelyn Larouche |
| Jocelyn Larouche, Director<br><br> National Accounts, North Western Quebec | |
| Per: | /s/ Alexandre Chapdelaine |
| Alexandre Chapdelaine, Managing <br> Director and Market Lead<br><br> <br><br>National Accounts, North Western Quebec | |
| LeddarTech Holdings Inc., as Borrower | |
| --- | --- |
| Per: | /s/ Frantz Saintellemy |
| Frantz Saintellemy |
The Guarantor acknowledges receipt of this Agreement and agrees to its terms.
| Vayavision Sensing Ltd., as Guarantor | |
|---|---|
| Per: | /s/ Frantz Saintellemy |
| Frantz Saintellemy |
[Seventeenth Amendment – LeddarTech Holdings Inc.]
Schedule A
APPENDIX “E” –Initial 13-Week Cash Flow Projection
Exhibit 99.1
LeddarTech Enters into Further Amendments toCredit Facility and Bridge Financing Offer and Announces Receipt of Nasdaq Deficiency Notice
QUEBEC CITY, Canada, April 1, 2025 — 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 it has entered into:
| ● | a seventeenth amending agreement (the “Seventeenth<br>Amending Agreement”) with Fédération des caisses Desjardins du Québec (“Desjardins”) with respect<br>to the amended and restated financing offer dated as of April 5, 2023 (the “Desjardins Credit Facility”), pursuant to which<br>Desjardins has agreed to, among other things, (i) temporarily postpone payment of interest for the months of July through December 2024<br>until the earlier of (x) the date of the final disbursement of one or several equity investments in the borrower for minimum gross proceeds<br>amount of US$35,000,000 in the aggregate (the “Short-Term Outside Date”), and (y) May 23, 2025; and (ii) decrease the minimum<br>cash covenant under the Desjardins Credit Facility to C$1,800,000; |
|---|---|
| ● | a fifth amending agreement (the “Fifth<br>Amending Agreement”) with the initial bridge lenders and certain members of management and the board of directors (collectively,<br>the “Bridge Lenders”) with respect to the bridge financing offer dated as of August 16, 2024 (the “Bridge Financing<br>Offer”) pursuant to which the Bridge Lenders have agreed to, among other things, extend the maturity of the bridge loan to the earlier<br>of (x) May 23, 2025 and (y) the business day following the Short-Term Outside Date. |
| --- | --- |
The Seventeenth Amending Agreement to the Desjardins Credit Facility and the Fifth Amending Agreement to the Bridge Financing Offer also provide that LeddarTech must initiate and produce a plan at the satisfaction of Desjardins and the other initial Bridge Lenders regarding a refinancing, recapitalization or any suitable transaction (the “Plan”). LeddarTech continues to fully consider all potential sources of financing and/or other alternatives. There is no certainty that LeddarTech will be able to raise additional funds and there can be no assurance that LeddarTech will be successful in pursuing and implementing any such alternatives (including the Plan), nor any assurance as to the outcome or timing of any such alternatives.
In addition, the Seventeenth Amending Agreement to the Desjardins Credit Facility provides for a monthly payment by LeddarTech to Desjardins of C$125,000, which monthly fee is earned and payable on the first day of each month, until the Short-Term Outside Date, which must occur on or prior to May 23, 2025. The payment of the monthly fees applicable for the month of August 2024 and for the months up until (and including) January 2025 is postponed to the earlier of (x) the Short-Term Outside Date, and (y) May 23, 2025.
The foregoing descriptions of the Seventeenth Amending Agreement to the Desjardins Credit Facility and the Fifth 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.
Receipt of Nasdaq Deficiency Notice
LeddarTech also announces that it has received a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC indicating that, based upon the closing bid price of LeddarTech’s common shares for the 30 consecutive business day period from February 14, 2025 to March 28, 2025, LeddarTech did not comply with the minimum market value of listed securities (“MVLS”) of US$35,000,000 (the “Listing Requirement”). The letter also indicated that LeddarTech will be afforded a period of 180 calendar days to regain compliance.
LeddarTech intends to actively monitor the MVLS of its common shares and will evaluate available options to regain compliance with the Listing Requirement. However, there can be no assurance that LeddarTech will be able to regain compliance with such Listing Requirement or maintain compliance with any of the other Nasdaq Capital Market continued listing requirements. Readers should also refer to the press release issued by LeddarTech on March 21, 2025 with respect to the non-compliance with the minimum bid price of US$1.00 per share required for continued listing on the Nasdaq Capital Market.
The letter has no immediate effect on the listing of LeddarTech’s common shares, which will continue to be listed and traded on the Nasdaq Capital Market under the symbol “LDTC,” subject to LeddarTech’s compliance with the other continued listing requirements of the Nasdaq Capital Market.
The foregoing also should be read in conjunction with the disclosures set forth in LeddarTech’s Report of Foreign Private Issuer on Form 6-K as filed with the Securities and Exchange Commission and under LeddarTech’s SEDAR+ profile on the date hereof, and LeddarTech’s Annual Report on Form 20-F for the year ended September 30, 2024 as filed with the Securities and Exchange Commission and under LeddarTech’s SEDAR+ profile on December 26, 2024, including the disclosures set forth under “Item 3.D – Key Information – Risk Factors” contained therein.
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.
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Additional information about LeddarTech is accessible at www.leddartech.com and on LinkedIn, Twitter (X), Facebook and YouTube.
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) our ability to continue to maintain compliance with Nasdaq continued listing standards following our transfer to the Nasdaq Capital Market; (ii) our ability to timely access sufficient capital and financing on favorable terms or at all; (iii) our ability to maintain compliance with our debt covenants, including our ability to enter into any forbearance agreements, waivers or amendments with, or obtain other relief from, our lenders as needed; (iv) discussions regarding potential alternatives relating to refinancing, recapitalization or any suitable transaction (including the Plan); (v) our ability to execute on our business model, achieve design wins and generate meaningful revenue; (vi) our ability to successfully commercialize our product offering at scale, whether through the collaboration agreement with Texas Instruments, a collaboration with a Tier 2 supplier or otherwise; (vii) changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs and plans; (viii) changes in general economic and/or industry-specific conditions; (ix) our ability to retain, attract and hire key personnel; (x) potential adverse changes to relationships with our customers, employees, suppliers or other parties; (xi) legislative, regulatory and economic developments; (xii) the outcome of any known and unknown litigation and regulatory proceedings; (xiii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, outbreak of war or hostilities and any epidemic, pandemic or disease outbreak, as well as management’s response to any of the aforementioned factors; and (xiv) 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 Form 20-F filed with the SEC. 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:
Chris Stewart, Chief Financial Officer, LeddarTech Holdings Inc.
Tel.: +1-514-427-0858, [email protected]
| ● | Investor relations website: investors.leddartech.com |
|---|---|
| ● | Investor relations contact: Mike Bishop,<br>[email protected] |
| --- | --- |
Leddar, LeddarTech, LeddarVision, LeddarSP,VAYADrive, VayaVision and related logos are trademarks or registered trademarks of LeddarTech Holdings Inc. and its subsidiaries. Allother brands, product names and marks are or may be trademarks or registered trademarks used to identify products or services of theirrespective owners.
LeddarTech Holdings Inc. is a public companylisted on the Nasdaq under the ticker symbol “LDTC.”
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