SEALSQ Announces $125.0 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules

SEALSQ (NASDAQ: LAES) announced a registered direct offering to sell 30,413,630 ordinary shares (or pre-funded warrants) and accompanying warrants to purchase up to 60,827,260 shares at-the-market under Nasdaq rules.

Rhea-AI Summary

SEALSQ (NASDAQ: LAES) announced a registered direct offering to sell 30,413,630 ordinary shares (or pre-funded warrants) and accompanying warrants to purchase up to 60,827,260 shares at-the-market under Nasdaq rules.

The combined price per share and warrants is $4.11, warrants exercisable at $5.50, seven-year term; gross proceeds expected to be approximately $125.0 million. The offering, led by an affiliate of Heights Capital Management with Maxim Group as placement agent, is expected to close on or about March 17, 2026. Proceeds are intended to reinforce cash and accelerate Post-Quantum and Quantum commercialization in the United States and Europe. The offering uses an effective Form S-3ASR shelf registration effective October 20, 2025.

Positive

• Gross proceeds of approximately $125.0 million
• Proceeds earmarked to accelerate Post‑Quantum and Quantum commercialization
• Warrants are immediately exercisable with a seven‑year term
• Offering priced at‑the‑market under Nasdaq rules

Negative

• Issuance of 30,413,630 ordinary shares (or pre‑funded warrants)
• Potential dilution from up to 60,827,260 additional shares if warrants are exercised
• Gross proceeds stated before commissions and offering expenses

Argus Mar 16 session

-17.10% close to close Open Argus

Details

News Market Reaction – LAES

On Mar 16, the day this news came out, LAES closed 17.10% below the previous close.

Data tracked by StockTitan Argus for the Mar 16 session.

Key Figures

Gross proceeds: $125.0 million Shares offered: 30,413,630 ordinary shares Accompanying warrants: 60,827,260 ordinary shares +5 more

Gross proceeds

$125.0 million

Registered direct offering before commissions and expenses

Shares offered

30,413,630 ordinary shares

Ordinary shares (or pre-funded warrants) in the offering

Accompanying warrants

60,827,260 ordinary shares

Ordinary shares underlying accompanying warrants

Offering price

$4.11 per share

Combined purchase price per share or pre-funded warrant plus warrants

Warrant exercise price

$5.50 per share

Exercise price for warrants issued in the offering

Warrant term

7 years

Warrants immediately exercisable, expiring seven years after issuance

Expected closing date

March 17, 2026

Anticipated close of the registered direct offering

Form type

Form S-3ASR

Effective registration statement used for this offering

Previous Offering Reports

5 past events · Latest: Jul 14

Same Type 5 events

1. Jul 14

   Registered direct offering

   24h Move

   -6.9%

   Pricing of $60M registered direct offering with seven‑year warrants.

2. May 05

   Registered direct offering

   24h Move

   -17.4%

   Pricing of $20M registered direct offering to fund JV and acquisition.

3. Dec 19

   Offering completion

   24h Move

   -14.1%

   Completion of $25M registered direct offering at $1.90 per share.

4. Dec 17

   Registered direct pricing

   24h Move

   -21.5%

   Announcement of $25M registered direct offering under shelf.

5. Dec 16

   Above‑market offering

   24h Move

   +40.0%

   Pricing of $25M offering above market under Nasdaq rules.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

registered direct offering, at-the-market, warrants, pre-funded warrants, +4 more

8 terms

registered direct offering financial

"Announces $125.0 Million Registered Direct Offering Priced At-The-Market"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

at-the-market financial

"Registered Direct Offering Priced At-The-Market Under Nasdaq Rules"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

warrants financial

"accompanied by warrants with an exercise price of $5.50"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

pre-funded warrants financial

"ordinary shares (or pre-funded warrants in lieu thereof) and accompanying warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

exercise price financial

"warrants with an exercise price of $5.50"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

prospectus supplement regulatory

"only by means of a prospectus supplement and accompanying prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

shelf registration statement regulatory

"pursuant to an effective shelf registration statement on Form S-3ASR"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3asr regulatory

"registration statement on Form S-3ASR (File No. 333-290963)"

Form S-3ASR is a type of SEC registration that lets large, well-known public companies pre-register securities so they can be sold quickly when needed, similar to having a pre-approved credit line they can draw on at short notice. For investors, it matters because it signals a company's readiness to raise cash fast, which can affect share supply and price (dilution) and reveal how easily the company can fund growth or handle short-term needs.

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Geneva, Switzerland, March 16, 2026 (GLOBE NEWSWIRE) --

Offering to be led by an affiliate of Heights Capital Management, Inc., and will consist of ordinary shares sold at $4.11 per share, accompanied by warrants with an exercise price of $5.50.

SEALSQ Corp (NASDAQ: LAES) ("SEALSQ" or "Company"), a company that focuses on developing and selling Semiconductors, PKI and Post-Quantum technology hardware and software products, today announced that it has entered into a securities purchase agreement with several institutional investors to purchase 30,413,630 ordinary shares (or pre-funded warrants in lieu thereof) and accompanying warrants to purchase up to 60,827,260 ordinary shares priced at-the-market under Nasdaq rules (the “Offering”). The combined purchase price per ordinary share (or pre-funded warrant) and accompanying warrants was $4.11. The warrants will have an exercise price of $5.50 per ordinary share, will be immediately exercisable, and will expire seven years following the date of issuance. Gross proceeds for the Offering are expected to be approximately $125.0 million, before deducting commissions and offering expenses. The Offering will be led by an affiliate of Heights Capital Management, Inc.

Maxim Group LLC is acting as the sole placement agent for the Offering.

SEALSQ currently intends to utilize the net proceeds from the Offering to reinforce its already strong cash position, allowing the company to accelerate its Post-Quantum and Quantum commercialization roadmap and deployment in the United States and in Europe. The Offering is expected to close on or about March 17, 2026, subject to the satisfaction of customary closing conditions.

The Offering is being made pursuant to an effective shelf registration statement on Form S-3ASR (File No. 333-290963), which was filed with the Securities and Exchange Commission (the “SEC“) and was automatically effective upon filing on October 20, 2025. The Offering is being made only by means of a prospectus supplement and accompanying prospectus that form a part of the effective shelf registration statement. A prospectus supplement relating to the securities to be issued in the Offering will be filed by the Company with the SEC. When available, copies of the prospectus supplement relating to the Offering, together with the accompanying prospectus, can be obtained at the SEC's website at www.sec.gov or by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com or by telephone at (212) 895-3745.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About SEALSQ:

SEALSQ is a leading innovator in Post-Quantum Technology hardware and software solutions. Our technology seamlessly integrates Semiconductors, PKI (Public Key Infrastructure), and Provisioning Services, with a strategic emphasis on developing state-of-the-art Quantum Resistant Cryptography and Semiconductors designed to address the urgent security challenges posed by quantum computing. As quantum computers advance, traditional cryptographic methods like RSA and Elliptic Curve Cryptography (ECC) are increasingly vulnerable.

SEALSQ is pioneering the development of Post-Quantum Semiconductors that provide robust, future-proof protection for sensitive data across a wide range of applications, including Multi-Factor Authentication tokens, Smart Energy, Medical and Healthcare Systems, Defense, IT Network Infrastructure, Automotive, and Industrial Automation and Control Systems. By embedding Post-Quantum Cryptography into our semiconductor solutions, SEALSQ ensures that organizations stay protected against quantum threats. Our products are engineered to safeguard critical systems, enhancing resilience and security across diverse industries.
For more information on our Post-Quantum Semiconductors and security solutions, 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 the expected completion, timing and size of the Offering, the intended use of the proceeds from the Offering, 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 make additional investments towards the development of a new generation of quantum-ready semiconductors; 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.

Press and Investor Contacts

SEALSQ Corp.
Carlos Moreira
Chairman & CEO
Tel: +41 22 594 3000
info@sealsq.com

SEALSQ Investor Relations (US)
The Equity Group Inc.
Lena Cati
Tel: +1 212 836-9611 / lcati@theequitygroup.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is SEALSQ (LAES) offering in the March 16, 2026 registered direct offering?

SEALSQ is offering 30,413,630 ordinary shares (or pre‑funded warrants) plus warrants to buy up to 60,827,260 shares. According to the company, the combined purchase price per share and warrants is $4.11, and warrants carry a $5.50 exercise price.

How much gross capital will LAES raise and when is the offering expected to close?

Gross proceeds are expected to be approximately $125.0 million before expenses. According to the company, the offering is expected to close on or about March 17, 2026, subject to customary closing conditions.

What are the key warrant terms in the LAES offering announced March 16, 2026?

Warrants issued with the offering have a $5.50 exercise price, are immediately exercisable, and expire seven years after issuance. According to the company, warrants cover up to 60,827,260 ordinary shares.

How does SEALSQ (LAES) say it will use the net proceeds from the offering?

The company intends to use net proceeds to reinforce its cash position and accelerate Post‑Quantum and Quantum commercialization and deployment. According to the company, uses focus on expansion in the United States and Europe.

Who is leading and placing the LAES registered direct offering dated March 16, 2026?

An affiliate of Heights Capital Management will lead the offering, and Maxim Group LLC is the sole placement agent. According to the company, institutional investors have agreed to purchase the offered securities.