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SEALSQ Corp's $25M Direct Offering: Key Insights from Financial Report

$LAES
Form 6-K
Filed on: 2024-12-19
Source
SEALSQ Corp's $25M Direct Offering: Key Insights from Financial Report

Here are the key insights extracted from the financial report (Form 6-K) for SEALSQ Corp:

  1. Registered Direct Offering:
  • SEALSQ Corp is conducting a registered direct offering of 13,157,896 ordinary shares at a price of $1.90 per share.
  • The offering is expected to generate gross proceeds of approximately $25 million, before deducting fees and expenses.
  1. Closing Date:
  • The closing of the offering is anticipated to occur on December 19, 2024, pending customary closing conditions.
  1. Securities Purchase Agreement:
  • The offering is made under a Securities Purchase Agreement with several institutional investors.
  • The company has restrictions on issuing additional shares or convertible securities until either 90 days after a $10 million convertible note closing or March 31, 2025, whichever comes first.
  1. Placement Agency Agreement:
  • SEALSQ Corp entered into a placement agency agreement with Maxim Group LLC, agreeing to pay a 7% fee on the gross proceeds from the sale of the ordinary shares.
  • The company will also reimburse the placement agent for up to $40,000 in expenses.
  1. Registration Statement:
  • The offering is made pursuant to an existing shelf registration statement (File No. 333-283358) effective as of November 27, 2024.
  • A prospectus supplement is planned to be filed with the SEC around the closing date.
  1. Warrant Exercise Price:
  • The agreement stipulates that the offering will not result in lowering the exercise price of any pre-existing warrants below $2.00 per share.
  1. Location and Corporate Information:
  • SEALSQ Corp is incorporated in the British Virgin Islands and has its principal executive office in Cointrin, Switzerland.
  1. Compliance:
  • The report complies with the Securities Exchange Act of 1934 and includes necessary disclosures related to the offering and agreements.

This summary provides a comprehensive overview of the company's current financial activity related to the offering, contractual obligations, and corporate structure.