SEALSQ Announces Pricing of $10.0 Million Registered Direct Offering Priced Above Market Under NASDAQ Rules

Rhea-AI Summary

SEALSQ Corp (NASDAQ: LAES) has announced a $10.0 million registered direct offering, pricing 7,692,308 ordinary shares at $1.30 per share. The offering, led by Maxim Group as sole placement agent, is expected to close around December 16, 2024. The company plans to use the net proceeds to fund its next-generation post-quantum semiconductor technology and ASIC capabilities deployment in the United States, support working capital, and general corporate purposes. The offering is being conducted through an effective shelf registration statement on Form F-3 previously filed with the SEC.

Positive

• Secured $10.0 million in funding through share offering
• Offering price of $1.30 per share is above market under NASDAQ rules
• Funds allocated for next-generation post-quantum semiconductor technology development

Negative

• 7,692,308 new shares issuance will cause significant shareholder dilution
• Additional offering expenses and commissions will reduce net proceeds

Insights

Financial Analyst

This $10 million registered direct offering represents a significant capital raise for SEALSQ, priced at $1.30 per share. The pricing above market under NASDAQ rules suggests investor confidence, though the issuance of 7,692,308 new shares will result in notable dilution. The strategic allocation of funds towards post-quantum semiconductor technology and ASIC capabilities in the US aligns with growing market demand for quantum-resistant solutions. The involvement of Maxim Group as placement agent and the use of an effective shelf registration indicates a well-structured deal. However, investors should note that while the capital injection strengthens the company's position in emerging technologies, the dilutive effect may impact short-term share value.

Tech Expert

The investment in post-quantum semiconductor technology and ASIC capabilities is strategically timed with the increasing global focus on quantum-resistant security solutions. This capital infusion positions SEALSQ to advance its technological infrastructure in the US market, particularly important as quantum computing threats loom larger. The development of custom ASICs for post-quantum applications could provide a competitive edge in the rapidly evolving semiconductor space. The focus on US-based deployment suggests a move to capitalize on growing domestic semiconductor initiatives and security concerns, potentially opening doors to government contracts and partnerships.

Geneva, Switzerland, Dec. 12, 2024 (GLOBE NEWSWIRE) --

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 7,692,308 ordinary shares at a public offering price of $1.30, for gross proceeds of $10.0 million (the “Offering”), before deducting commissions and offering expenses.

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 fund the deployment of its next-generation post-quantum semiconductor technology and ASIC capabilities in the United States, to support working capital and for general corporate purposes. The Offering is expected to close on or about December 16, 2024 (the “Closing Date”), subject to the satisfaction of customary closing conditions.

The Offering is being made pursuant to an effective shelf registration statement on Form F-3 (File No. 333-283358) previously filed with and subsequently declared effective by the U.S. Securities and Exchange Commission (“SEC”) on November 27, 2024. 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 focuses on selling integrated solutions based on Semiconductors, PKI and Provisioning services, while developing Post-Quantum technology hardware and software products. Our solutions can be used in a variety of applications, from Multi-Factor Authentication tokens, Smart Energy, Smart Home Appliances, Medical and Healthcare and IT Network Infrastructure, to Automotive, Industrial Automation and Control Systems.

Post-Quantum Cryptography (PQC) refers to cryptographic methods that are secure against an attack by a quantum computer. As quantum computers become more powerful, they may be able to break many of the cryptographic methods that are currently used to protect sensitive information, such as RSA and Elliptic Curve Cryptography (ECC). PQC aims to develop new cryptographic methods that are secure against quantum attacks. For more information, 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 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@equityny.com
Katie Murphy
Tel: +212 836-9612 / kmurphy@equityny.com

FAQ

What is the size and price of SEALSQ's (LAES) December 2024 offering?

SEALSQ's offering consists of 7,692,308 ordinary shares priced at $1.30 per share, totaling $10.0 million in gross proceeds.

When is SEALSQ's (LAES) December 2024 offering expected to close?

The offering is expected to close on or about December 16, 2024, subject to customary closing conditions.

How will SEALSQ (LAES) use the proceeds from its December 2024 offering?

SEALSQ plans to use the proceeds to fund post-quantum semiconductor technology deployment in the US, support working capital, and for general corporate purposes.

Who is the placement agent for SEALSQ's (LAES) December 2024 offering?

Maxim Group is acting as the sole placement agent for the offering.

What type of registration statement is SEALSQ (LAES) using for this offering?

The offering is being made through an effective shelf registration statement on Form F-3 (File No. 333-283358), declared effective by the SEC on November 27, 2024.