Sealsq Corp SEC Filings

SEALSQ Corp reported that Dr. Hossein Rahnama resigned from its board of directors effective October 28, 2025. The company states that his resignation did not result from any disagreement with the board or the company, signaling a routine governance change rather than a dispute. The board is not planning to appoint another independent director until the next annual general meeting. The report also specifies that this information is incorporated by reference into SEALSQ’s existing Form F-3 and Form S-8 registration statements and their related prospectuses.

SEALSQ Corp filed an update stating that on November 18, 2025 it reaffirmed its preliminary unaudited financial metrics for the nine-month period ended September 30, 2025. The company also noted that it has achieved certain key product milestones and provided related business updates, although specific figures and details are not included here.

The company highlights that its outlook and expectations are subject to various risks, including product launch timing, relationships with key customers, and overall market and semiconductor industry conditions. The information in this report is incorporated by reference into SEALSQ’s existing Form F-3 and Form S-8 registration statements, meaning these updates now form part of the disclosure package used for previously registered securities offerings and employee equity plans.

SEALSQ Corp said Nasdaq approved its application to transfer its listing from the Nasdaq Capital Market to the Nasdaq Global Select Market. The company’s ordinary shares will begin trading on the Global Select Market at the opening on October 27, 2025, continuing under the ticker LAES.

The report incorporates this information by reference into SEALSQ’s registration statements on Form F-3 (File No. 333-290963) and Form S-8 (File No. 333-287139), including the base prospectus and any outstanding prospectus supplements.

SEALSQ Corp filed a prospectus supplement to register up to 67,359,998 Ordinary Shares for resale by selling shareholders. The registered shares consist of 14,026,666 shares issuable upon exercise of Pre‑funded Warrants and 53,333,332 shares issuable upon exercise of Class D Warrants. The company is not selling these shares and will not receive any proceeds from their resale.

The Pre‑funded Warrants are exercisable at $0.0001 per share and the Class D Warrants are exercisable at $9.25 per share. These Private Warrants were issued alongside a registered direct sale of 12,640,000 shares at $7.50 per share, with total gross proceeds from that combined transaction of $200,000,000 before fees. SEALSQ’s Ordinary Shares trade on Nasdaq as “LAES,” with a last reported price of $6.67 on October 17, 2025.

As context, shares outstanding were 177,400,997 as of October 17, 2025. The warrants include a Beneficial Ownership Limitation that generally caps exercises at 4.99%, adjustable up to 9.99% with notice. The company will bear registration expenses, while selling holders will bear any selling commissions.

SEALSQ Corp entered a securities purchase agreement for a registered direct offering of 12,640,000 Ordinary Shares at $7.50 per share under its effective Form F-3 shelf.

In a concurrent private placement, the company agreed to sell unregistered Pre-funded Warrants to purchase up to 14,026,666 shares and unregistered Class D Warrants to purchase up to 53,333,332 shares at a combined price of $7.50 per Pre-funded Warrant with accompanying Class D Warrants. Class D Warrants are exercisable immediately for seven years at $9.25 per share; Pre-funded Warrants are exercisable at $0.0001 per share.

Gross proceeds from the combined transactions are expected to be approximately $200,000,000.00 before fees. The closing is expected on or around October 16, 2025, subject to customary conditions. The company will file registration statement(s) to cover the resale of shares issuable upon warrant exercise. Exercise is limited by a 4.99% (or 9.99% at holder election) beneficial ownership cap, and the warrants will not be listed. The placement agent will receive a 6.0% fee and up to $100,000 in accountable expenses.

SEALSQ Corp (LAES) launched a registered direct offering of 12,640,000 Ordinary Shares at $7.50 per share, issuing the shares under a prospectus supplement and securities purchase agreement. Gross proceeds are $94.8 million, with estimated net proceeds of approximately $88.8 million after a 6.0% placement fee and expenses. The company’s Ordinary Shares outstanding are expected to be 175,400,997 after the offering.

SEALSQ engaged Maxim Group LLC as sole placement agent on a reasonable best efforts basis. The company intends to use proceeds for general corporate purposes, including deploying next‑generation post‑quantum semiconductor and ASIC capabilities in the U.S., working capital, capital expenditures, debt repayment or redemption, potential share repurchases, and acquisitions or strategic investments.

In a concurrent private placement, SEALSQ is selling unregistered Pre‑funded Warrants for up to 14,026,666 shares and unregistered Class D Warrants for up to 53,333,332 shares, with Class D Warrants immediately exercisable at $9.25 for seven years. A 90‑day lock‑up applies to the company’s directors, officers and certain affiliates, alongside issuance restrictions for 60 days, subject to stated exceptions.

SEALSQ Corp announced a strategic collaboration with Switzerland-based WeCan Group SA to develop a Post‑Quantum KYC solution. The initiative aims to protect client data from collection through processing against future decryption risks as quantum computing advances.

The filing notes related‑party ties: SEALSQ’s Chairman and CEO, Carlos Moreira, serves on WeCan’s board, and SEALSQ holds a 28.3% equity stake in WeCan as of October 14, 2025. The information is incorporated by reference into SEALSQ’s effective shelf and employee plans via its Form F‑3 (File No. 333‑286098) and Form S‑8 (File No. 333‑287139).