SEALSQ Announces Closing of an Initial $10.0 Million Tranche of a Private Placement of Convertible Notes and Warrants
July 12 2023 - 1:00AM
Tortola, British Virgin Islands – July 12, 2023: SEALSQ Corp
(Nasdaq: LAES) (“SEALSQ” or “Company”), a company that focuses on
developing and selling Semiconductors, PKI and Post-Quantum
technology hardware and software products, today announced that it
has closed an initial $10.0 million tranche of a total possible
$20.0 million private placement pursuant to the terms of a
securities purchase agreement, dated July 11, 2023, with certain
institutional investors (the “Investors”).
The investment is in the form of a Senior
Unsecured Original Issue 4% Discount Convertible Promissory Note
(the “Note”), resulting in proceeds before expenses to SEALSQ of
approximately $9.6 million. The Note has a 24-month maturity and
will bear interest at 4% per annum (subject to adjustment). In
addition, the Note will be convertible into ordinary shares of
SEALSQ at an initial conversion price equal to the lesser of $30.00
per ordinary share or 92.5% of the lowest daily volume weighted
average price of the ordinary shares during the ten trading days
immediately preceding the notice of conversion of the Note, subject
to adjustment as further specified in the Note. The Note will be
fully repayable in cash upon maturity. In addition, the Investors
have the option of prepayment of up to 30% of the issuance amount
of a subsequent financing.
As part of the investment, the Investors were
also granted five-year warrants to purchase an aggregate of 245,816
ordinary shares at an initial exercise price equal to $30.00 per
ordinary share, subject to adjustment.
Maxim Group LLC is acting as sole placement
agent for the private placement.
SEALSQ has agreed to file a registration
statement registering for the resale of the ordinary shares
issuable upon the conversion of the Note and upon the exercise of
the warrants. Subject to the mutual consent of the parties, upon
the effectiveness of the resale registration statement, and subject
to satisfaction of certain conditions, a second tranche of funding
may be provided by the Investors in the principal amount of up to
$10.0 million, less a 4% original issue discount. Such additional
principal amounts, if funded, will be added to the principal amount
of the Note, and the Investors will be entitled to receive an
additional warrant (carrying the same terms as the initial warrant)
to purchase ordinary shares equal to 30% of the face value of the
Notes divided by the volume weighted average price.
SEALSQ plans to use the net proceeds from this financing to
fund:
- Expansion of U.S. operations by hiring top-tier talent and
increase sales force to better serve the growing U.S. customer
base.
- Enhancement of production facilities
in the U.S. and France by investing in advanced manufacturing and
testing equipment aiming to improve efficiency and reduce
semiconductors production localization risks.
- Additional investments towards the
development of a new generation of quantum-ready semiconductors
designed to meet the computing demands of the future and offer
superior processing power and energy efficiency.
Carlos Moreira, CEO of SEALSQ noted, “Over the
years, we have made significant investments in researching and
developing cutting-edge quantum-ready semiconductors and we have
been at the forefront of the global innovation by providing
solutions that can be used in a variety of applications and
industries including smart cities, smart homes, IT infrastructure,
finance, healthcare, etc. With this new funding, we are now ready
to embark on a new phase of growth and innovation and prepare for a
future in which quantum computing is expected to play a vital role
for the global economy. With a quantum computing market which is
projected to reach $65 billion by 2030, quantum-ready
semiconductors are expected to make up a significant portion of
that market."
The general consensus among industry experts is
that quantum computing, and by extension quantum semiconductors,
will be a major growth area over the next decade. Quantum computing
has the potential to revolutionize many industries, including
finance, healthcare, artificial intelligence, and more, by solving
complex problems much more efficiently than traditional
computers.
About SEALSQ:SEALSQ focuses on
selling integrated solutions based on Semiconductors, PKI and
Provisioning services, while developing Post-Quantum technology
hardware and software products. Our solutions can be used in a
variety of applications, from Multi-Factor Authentication tokens,
Smart Energy, Smart Home Appliances, and IT Network Infrastructure,
to Automotive, Industrial Automation and Control Systems.
Post-Quantum Cryptography (PQC) refers to
cryptographic methods that are secure against an attack by a
quantum computer. As quantum computers become more powerful, they
may be able to break many of the cryptographic methods that are
currently used to protect sensitive information, such as RSA and
Elliptic Curve Cryptography (ECC). PQC aims to develop new
cryptographic methods that are secure against quantum attacks.
For more information please
visit www.sealsq.com.
Forward-Looking Statements
This communication expressly or implicitly
contains certain forward-looking statements concerning SEALSQ Corp
and its businesses. Forward-looking statements include statements
regarding our business strategy, financial performance, results of
operations, market data, events or developments that we expect or
anticipates will occur in the future, as well as any other
statements which are not historical facts. Although we believe that
the expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct. These statements involve known and
unknown risks and are based upon a number of assumptions and
estimates which are inherently subject to significant uncertainties
and contingencies, many of which are beyond our control. Actual
results may differ materially from those expressed or implied by
such forward-looking statements. Important factors that, in our
view, could cause actual results to differ materially from those
discussed in the forward-looking statements include SEALSQ’s
ability to implement its growth strategies; SEALSQ’s ability to
expand its U.S. operations; SEALSQ’s ability to enhance its
production facilities in the U.S. and France SEALSQ’s ability to
make additional investments towards the development of a new
generation of quantum-ready semiconductors; SEALSQ’s ability to
continue beneficial transactions with material parties, including a
limited number of significant customers; market demand and
semiconductor industry conditions; the growth of the quantum
computing market; and the risks discussed in SEALSQ’s filings with
the SEC. Risks and uncertainties are further described in reports
filed by SEALSQ with the SEC.
SEALSQ Corp is providing this communication as of this date and
does not undertake to update any forward-looking statements
contained herein as a result of new information, future events or
otherwise.
SEALSQ
Corp.Company Contact: Carlos MoreiraChairman & CEOTel:
+41 22 594 3000info@sealsq.com |
SEALSQ Investor Relations
(US)Contact: Lena CatiThe Equity Group Inc.Tel: +1 212
836-9611lcati@equityny.com |
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