SEALSQ Announces Closing of the Second $10.0 Million Tranche of Convertible Notes and Warrants Private Placement
12 January 2024 - 8:05AM
SEALSQ Corp (Nasdaq: LAES) (“SEALSQ” or “Company”), a leader in
semiconductor, PKI, and Post-Quantum technology development, today
announced the closing of the second tranche of a private placement,
amounting to $10 million, which is part of the Company's $20
million private placement pursuant to the securities purchase
agreement entered into July 11, 2023 with a select group of
institutional investors (the “Investors”). Of note, the
first $10 million tranche under this securities purchase agreement
has been repaid (in the form of the Company’s Ordinary Shares) with
less than 20% of the original amount still outstanding.
Gross proceeds, before expenses, from this
recent in-bound investment in the form of Senior Unsecured Original
Issue 4% Discount Convertible Promissory Notes, totaled $9.6
million. The 24-month maturity Notes, bearing an interest rate of
4% per annum, are convertible into SEALSQ's ordinary shares at an
initial conversion price equal to the lesser of $4.00 per ordinary
share or 92% 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 Notes, subject to
adjustment as further specified in the Notes. The Notes 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. The Investors have agreed to use
commercially reasonable efforts to limit their sale of shares
received under the second tranche and any subsequent tranches in a
weekly quantity not to exceed 15% of the average weekly trading
volume of the Ordinary Shares on the Nasdaq in that week.
Accompanying this investment, the Investors have
received five-year warrants to purchase up to 2,288,678 ordinary
shares of SEALSQ, with the exercise price initially set at $4.00
per share.
This arrangement paves the way for a potential
third funding tranche of up to $10 million, if mutually agreed to
by the Investors and the Company, subject to a 4% original issue
discount and other agreed conditions.
Maxim Group LLC served as the sole placement
agent for this private placement.
SEALSQ will file a registration statement for
the resale of shares issuable upon conversion of the Notes and
exercise of the warrants.
The net proceeds from this financing will be
strategically allocated to several key areas:
- Investment in post-quantum
semiconductor technology, slated for commercial launch in
2025.
- Expansion of U.S. operations,
including the establishment of a new office in the U.S.,
recruitment of top-tier talent, and enhancement of the sales force
to cater to the growing American market.
- Upgrading production facilities in
the U.S. and France with advanced manufacturing and testing
equipment to heighten efficiency and mitigate semiconductor
production localization risks.
- Development of a novel
machine-to-machine token, codenamed SEALCOIN. SEALCOIN is designed
as a groundbreaking solution for the emerging Machine-to-Machine
(M2M) economy, facilitating seamless data and currency exchanges
among billions of internet-connected devices. This innovative
protocol enables IoT structures from various companies to
autonomously interact and access a wide range of services,
transcending conventional currency exchange to encompass a complex
network of IoT-enabled transactions and services. While individual
traders can engage with SEALCOIN similarly to other
cryptocurrencies, its principal value lies in transforming the
economic operations and communications within IoT devices.
Carlos Moreira, CEO of SEALSQ, remarked, “Our
relentless focus on quantum-ready semiconductors has positioned us
at the forefront of global technological innovation. This new round
of funding empowers us to enter an exciting phase of growth,
aligning with the anticipated pivotal role of quantum computing in
the global economy. With the quantum computing market projected to
reach $65 billion by 2030, our goal at SEAL is to develop our
technology such that we are well placed to capture new clients and
generate new revenues as the market grows.”
Quantum computing, especially quantum
semiconductors, is widely viewed by industry experts as a crucial
growth sector in the next decade. We believe that its potential to
revolutionize various fields, from finance to healthcare and AI, by
efficiently solving complex problems, is immense.
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
successfully launch post-quantum semiconductor technology; SEALSQ’s
ability to capture a share of the quantum semiconductor market; the
growth of the quantum computing market; 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; the success of SEALCOIN; 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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