KALRAY: KALRAY ANNOUNCES FINANCING OF EUR 10.7 M BY ISSUE OF BONDS SUBSCRIBED BY A GROUP OF EUROPEAN INVESTORS – 04/21/2022 at 18:30

• Issue of convertible bonds for €6.5 million
  

• Issue of simple bonds for €4.2 million
  

Grenoble – France, April 21, 2022 – Kalray (Euronext Growth Paris: ALKAL), a pioneer in a new generation of processors specializing in intelligent data processing, both at the “Cloud” and “Edge” levels, announces that it has secured today €10.7 million in financing, of which €6.5 million disbursed immediately, through a bond issue consisting of an issue of convertible bonds for an amount of €6.5 million and an issue of simple bonds in the amount of €4.2 million, all subscribed by a group of European investors.

A STRENGTHENING OF THE CASH FLOW FOR A STRONG GROWTH PROJECTION

Eric Baissus, Chairman of the Management Board of Kalray, declares: “

Kalray is in the process of changing dimension with, in particular, the takeover of the company Arcapix and an objective of strong growth in our turnover starting this year. This additional financing is part of this phase of strong growth. The funds raised will allow us to supplement our financial resources and cover our operating needs by diversifying our sources of financing and the profile of our investors.

»

MAIN CHARACTERISTICS OF BOND ISSUES

In accordance with the announcement of the signing of a memorandum of understanding when publishing the annual results

[1]

the Company’s Management Board decided on the bond issue, during its meeting of April 20, 2022, after authorization by the Supervisory Board also on the same day, on the basis of Article L. 225-138 of the French Commercial Code and making use of the delegation granted to it by the Combined General Meeting of shareholders on June 10, 2021 under the terms of its 11

^th

resolution

[2]

regarding the issue of convertible bonds.

The convertible bonds were subscribed at 95% of their nominal value. They will not bear interest and will mature on April 20, 2025. They may be converted into ordinary shares at the request of their holders, at any time and at a conversion price which will depend on the Kalray share price at the time of conversion

[3]

in compliance with the price rule and the ceiling set by the General Meeting. They may also be redeemed in cash at the request of their holder in the event of default.

In the event that the convertible bonds have not been fully converted and/or redeemed at maturity, they will be fully redeemed by the Company at 100% of their nominal value.

For information, if all convertible bonds were converted on the basis of the Kalray share price at the close of April 20, 2022

[4]

a shareholder holding 1.00% of the capital of Kalray before its establishment, would see his stake increase to 0.96% of the capital on a non-diluted basis and to 0.87% of the capital on a diluted basis (taking into account existing dilutive instruments)

[5]

.

The new shares resulting from the conversion of the convertible bonds will be subject to all statutory provisions, will be fully assimilated to the old ordinary shares and will enjoy the same rights.

Simple bonds were subscribed at 100% of their nominal value.

In the event that the Company decides to issue new convertible bonds of the same nature as those issued today, the holders have undertaken to subscribe to these new bonds by offsetting against the claims they hold under the simple bonds.

The bonds will not be the subject of any application for admission to trading on Euronext Growth.

This issue does not give rise to the establishment of a prospectus subject to the approval of the Autorité des marchés financiers.

The operation was advised and structured by Vester Finance, which also subscribed to the bond issue.

RISK FACTORS

The risk factors affecting the Company are presented in Appendix 1 of the Management Board’s report for the financial year ended December 31, 2021 as published by the Company on March 31, 2022 and available on the Company’s website (at the following address : https://www.kalrayinc.com/en/investors/documents).

Next meeting :

July 12, 2022 (after market close): 2022 half-year revenue

ABOUT KALRAY

Kalray (Euronext Growth Paris – FR0010722819 – ALKAL) is a “fabless” semiconductor company, leader in a new generation of processors, specialized in intelligent data processing both at the “Cloud” and “Edge” (at network periphery). At the forefront of innovation, Kalray’s teams have developed a unique technology as well as the associated solutions enabling its customers to make the most of the full potential of a world that is now based on massive, disparate and ubiquitous data.

Thanks to their patented “manycore” architecture, Kalray’s intelligent MPPA® processors are able to manage in parallel – and without bottlenecks – multiple data streams, thus allowing applications exploiting massive quantities of data to be more intelligent. , more efficient and energy efficient. Kalray’s offer includes processors, acceleration cards with their software environment and complete systems, allowing its customers to design the best solutions in high growth sectors such as modern data centers, 5G, AI, Edge Computing, Autonomous Vehicles and more.

A spin-off from the CEA founded in 2008, Kalray’s investors include Alliance Venture (Renault-Nissan-Mitsubishi), Safran, NXP Semiconductors, CEA and Bpifrance. Kalray is technology, expertise, passion to always offer more: more for a smart world, more for the planet, more for customers and developers. www.kalrayinc.com

WARNING

This press release does not constitute an offer to sell or the solicitation of an offer to buy any common stock of the Company, and does not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

This announcement is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, as amended (the “Prospectus Regulation”).

The distribution of this press release may, in certain countries, be subject to specific regulations. Persons into whose possession this announcement comes should inform themselves about and comply with any local restrictions.

^[1]

Press release of March 28, 2022

^[2]

Delegation to increase capital by issuing ordinary shares or any securities giving access to capital, with cancellation of shareholders’ preferential subscription rights in favor of a category of persons meeting specific characteristics (investors in the technology)

^[3]

At least equal to the lowest amount between 31.71 euros and 93% of the average of the three smallest CMPV of the Kalray share taken during the last 15 trading sessions preceding the notification of conversion

^[4]

Namely 26.00 euros

^[5]

The dilutive impact presented only takes into account securities giving access to the capital on the date of this press release.

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