SEALSQ Corp Closes $10M Second Tranche of Convertible Notes & Warrants

TL;DR

**SEALSQ just raised another $10M via convertible notes and warrants, watch for potential dilution.**

AI Summary

SEALSQ Corp (NASDAQ: LAES) completed a $10 million second tranche of its offering on January 9, 2024, issuing 4% Senior Original Issue Discount Convertible Notes due 2026 and Warrants to investors. This follows an initial $10 million tranche on July 11, 2023, which involved similar notes due 2025 and warrants to purchase 245,816 Ordinary Shares. This matters to investors because it indicates the company is securing additional capital through debt and potential equity dilution, which could impact future share value and financial stability.

Why It Matters

This filing shows SEALSQ Corp is raising capital through convertible notes and warrants, which could provide necessary funding but also lead to future share dilution if the notes are converted and warrants exercised.

Risk Assessment

Risk Level: medium — The issuance of convertible notes and warrants introduces potential future dilution for existing shareholders, which is a medium-level risk.

Analyst Insight

An investor should monitor SEALSQ Corp's future financial statements for how the $20 million raised is being utilized and track the conversion rates of the notes and exercise of warrants to assess potential dilution impact on existing shares.

Key Numbers

• $10,000,000.00 — First Tranche Notes Principal (Aggregate principal amount of 4% Senior Original Issue Discount Convertible Notes due 2025 issued in the first tranche.)
• 245,816 — First Tranche Warrants Shares (Aggregate number of Ordinary Shares purchasable via the First Tranche Warrants.)
• $10,000,000 — Second Tranche Amount (Amount raised in the second tranche of the offering.)
• 4% — Interest Rate (Interest rate on both the First Tranche Notes and Second Tranche Notes.)
• 2025 — First Tranche Notes Maturity (Maturity year for the 4% Senior Original Issue Discount Convertible Notes from the first tranche.)
• 2026 — Second Tranche Notes Maturity (Maturity year for the 4% Senior Original Issue Discount Convertible Notes from the second tranche.)

Key Players & Entities

• SEALSQ Corp (company) — the registrant and issuer of securities
• Investors (person) — purchasers of the convertible notes and warrants
• $10,000,000.00 (dollar_amount) — aggregate principal amount of First Tranche Notes
• 245,816 (dollar_amount) — number of Ordinary Shares purchasable via First Tranche Warrants
• July 11, 2023 (date) — date of the First Tranche Closing
• January 9, 2024 (date) — date of the Second Tranche Closing

Forward-Looking Statements

• SEALSQ Corp's share price may experience downward pressure due to potential dilution from the conversion of notes and exercise of warrants. (SEALSQ Corp) — medium confidence, target: Within 12-24 months
• The company's cash position will improve in the short term due to the $10 million capital injection from the second tranche. (SEALSQ Corp) — high confidence, target: Within 3-6 months

FAQ

Key Financial Figures

• $10,000,000.00 — 025 in an aggregate principal amount of $10,000,000.00 (the “ First Tranche Notes &rdquo
• $10 million — rchase Agreement ”), and closed a $10 million second tranche (the “ Second Tran
• $30.00 — and the Exercise Price was changed from $30.00 to $4.00. Floor Price . All references
• $4.00 — ercise Price was changed from $30.00 to $4.00. Floor Price . All references in the a
• $2.50 — che to the Floor Price was changed from $2.50 to $0.55. Third Tranche Closing . The
• $0.55 — e Floor Price was changed from $2.50 to $0.55. Third Tranche Closing . The parties a
• $2,000,000.00 — d Tranche Notes, (y) indebtedness up to $2,000,000.00 payable to Cisco System, Inc., (z) any
• $9,600,000.00 — e Second Tranche Notes of approximately $9,600,000.00. The Second Tranche Notes were issued o
• $9,500,000 — te hereof, the Investors have converted $9,500,000 of the First Tranche Notes into an aggr
• $500,000 — ors may choose to convert the remaining $500,000 of the Notes into Ordinary Shares pursu
• $0 — price under the First Tranche Notes of $0.85, then the aggregate number of additi

Filing Documents

• e619181_6k-sealsq.htm (6-K) — 32KB
• e619181_ex10-1.htm (EX-10.1) — 25KB
• e619181_ex10-2.htm (EX-10.2) — 215KB
• e619181_ex10-3.htm (EX-10.3) — 104KB
• e619181_ex99-1.htm (EX-99.1) — 15KB
• 0001193805-24-000042.txt ( ) — 392KB

SIGNATURES

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. Date: January 12, 2024 SEALSQ CORP By: /s/ Carlos Moreira Name: Carlos Moreira Title: Chief Executive Officer By: /s/ Peter Ward Name: Peter Ward Title: Chief Financial Officer

View Full Filing

View this 6-K filing on SEC EDGAR