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SEALSQ Corp's Warrant Inducement Agreement: Key Insights & Updates

$LAES
Form 6-K
Filed on: 2024-12-30
Source
SEALSQ Corp's Warrant Inducement Agreement: Key Insights & Updates

Here are the key points extracted from the provided section of the financial report detailing SEALSQ Corp's Warrant Inducement Agreement:

  1. Document Type and Filing Date:
  • This is a Form 6-K filing made by SEALSQ Corp on December 30, 2024.
  1. Company and Registration Details:
  • Company Name: SEALSQ Corp
  • Commission File Number: 001-41709
  • Jurisdiction: British Virgin Islands
  • Address: Avenue Louis-Casaï 58, 1216 Cointrin, Switzerland
  1. Warrant Inducement Agreement:
  • SEALSQ Corp entered into a Warrant Inducement Agreement with warrant holders, allowing them to exercise warrants at a reduced price of $1.65 per share (down from $2.00) if exercised by January 3, 2025.
  • The agreement affects three tranches of warrants issued in July 2023 and January 2024.
  • Number of shares issuable upon exercise:
    • First Tranche Warrants: 4,469,382 shares
    • Second Tranche Warrants: 3,033,159 shares
    • Third Tranche Warrants: 2,821,498 shares
  1. Further Price Reduction Conditions:
  • If no effective registration statement is available by January 3, 2025, the exercise price for the First Tranche Warrants will further reduce to $1.30.
  1. Waiver of Obligations:
  • The agreement waives certain obligations related to the closing of an additional $10 million convertible note tranche and other securities purchase agreements dated December 12, 2024, and later.
  1. Registration Statements:
  • The shares to be issued upon exercise of the First Tranche Warrants are covered by a shelf registration statement on Form F-3, effective November 27, 2024.
  • The shares for the Second and Third Tranche Warrants are registered under a Form F-1/A registration statement effective September 24, 2024.
  1. Prospectus Supplement Filing:
  • A prospectus supplement to the registration statement is expected to be filed around January 3, 2025.
  1. Legal Disclaimer:
  • The report clarifies that it does not constitute an offer to sell or a solicitation for any shares prior to proper registration.
  1. Signatories:
  • The report is signed by Carlos Moreira (CEO) and John O'Hara (CFO) of SEALSQ Corp.

This summary highlights the critical aspects of the Warrant Inducement Agreement and relevant corporate actions that could impact the company's equity structure and investor interests.