Edgewater Wireless Systems Inc. (TSXV: YFI) (OTC: KPIFF), a pioneer in AI-powered Wi-Fi Spectrum Slicing silicon solutions, announced today the first closing of its previously announced non-brokered private placement financing. The company issued 7,155,879 units at a price of $0.06 per unit, raising gross proceeds of approximately $429,353, subject to final acceptance by the TSX Venture Exchange.
The first close includes participation from a strategic investor in the global semiconductor industry, along with additional investors from the Silicon Catalyst ecosystem. Silicon Catalyst, an incubator and accelerator for semiconductor startups, has been supporting Edgewater's development of its patented Spectrum Slicing technology and PrismIQ product roadmap. According to the company, this participation reflects growing industry interest and confidence in Edgewater's strategic execution plan.
Each unit consists of one common share and one common share purchase warrant, with each warrant entitling the holder to acquire an additional common share at an exercise price of $0.09 per share for a period of two years from the closing date. Management also participated in the offering, with insiders acquiring an aggregate of 1,000,000 units for gross proceeds of $60,000. This insider participation constitutes a related party transaction under Multilateral Instrument 61-101, but the company is relying on exemptions from formal valuation and minority shareholder approval requirements as the fair market value of the insider participation does not exceed 25% of the company's market capitalization.
“This first close is an important execution milestone for Edgewater,” said Andrew Skafel, President and CEO of Edgewater Wireless. “Securing a strategic investor from the global semiconductor industry, alongside additional support from the Silicon Catalyst ecosystem, reinforces the growing industry interest in Spectrum Slicing and our roadmap for high-reliability, low-latency wireless connectivity. We believe this support reflects both validation of our technology and confidence in our ability to advance the next stage of our strategic plan.”
The net proceeds from the offering will be used for semiconductor design, engineering, and product development related to Edgewater's Spectrum Slicing prototype, as well as for general working capital. The company may complete one or more additional tranches of the offering, subject to market conditions and regulatory approvals.
Edgewater paid a cash commission of $2,478 to an arm's length finder, representing 7.0% of the gross proceeds raised from subscribers introduced by the finder. The company also issued 41,300 finder's warrants, each entitling the holder to acquire one common share at $0.09 per share for 24 months. All securities issued in the first tranche are subject to a statutory hold period of four months.
Edgewater Wireless is known for its AI-powered Wi-Fi Spectrum Slicing platform, delivered through the PrismIQ product family, which enables multiple concurrent channels within a single band to support more usable capacity, lower latency, and deterministic performance. The technology targets high-reliability wireless applications in service provider networks, autonomous systems, and critical communications infrastructure. With this investment, Edgewater aims to advance its standards-leading platform for the next era of connectivity.
