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SEALSQ Corp's $25M Offering: Key Insights from 6-K Filing

$LAES
6-K
Filed on: 2024-12-17
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SEALSQ Corpfinancial reportcapital raisingsecurities offeringconvertible notes
SEALSQ Corp's $25M Offering: Key Insights from 6-K Filing

Here are the key insights extracted from the financial report of SEALSQ Corp as outlined in the provided section of the 6-K filing:

  1. Offering Details:
  • Date of Offering: SEALSQ Corp entered into a second Securities Purchase Agreement on December 16, 2024.
  • Shares Issued: The company is selling 13,157,896 ordinary shares at a purchase price of $1.90 per share.
  • Expected Gross Proceeds: The gross proceeds from this offering are anticipated to be approximately $25 million before deducting fees and expenses.
  1. Closing Date: The closing of the registered direct offering is expected to occur on December 17, 2024, contingent on customary closing conditions.
  2. Regulatory Compliance:
  • The Offering is being conducted under the company's existing shelf registration statement on Form F-3, which was declared effective on November 27, 2024.
  • A prospectus supplement related to this offering is expected to be filed around the closing date.
  1. Investor Agreements:
  • The company has agreed not to issue any additional ordinary shares or convertible securities for 90 days after the closing of a $10 million convertible note tranche unless consented to by the investors.
  • A restriction is also in place for 180 days post the note tranche closing concerning variable rate transactions.
  1. Warrants: It is stipulated that the offering shall not reduce the exercise price of existing warrants below $2.00 per share.
  2. Placement Agency Agreement:
  • The company entered into a second placement agency agreement with Maxim Group LLC, agreeing to pay a fee of 7% of the gross proceeds from the sale of the ordinary shares and reimburse up to $40,000 in expenses.
  1. Convertible Notes Update:
  • The company previously issued $30 million in convertible notes, which have all been converted into 48,692,078 ordinary shares.
  • After the offering and conversion of the notes, the total number of outstanding ordinary shares will be 77,051,966.
  1. Legal Disclaimer: The report clarifies that it does not constitute an offer to sell or a solicitation of an offer to buy any ordinary shares.

Overall, the report indicates a significant capital raising effort by SEALSQ Corp, which is expected to strengthen its financial position while imposing certain restrictions on share issuance to existing investors to maintain share value.

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