UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16
or 15d-16 under the
Securities Exchange Act of 1934
For the month
of March 2026
Commission File Number: 001-41709
SEALSQ CORP
(Exact Name of Registrant as Specified in Charter)
N/A
(Translation of Registrant’s name into
English)
| British Virgin Islands |
Avenue Louis-Casaï 58
1216 Cointrin, Switzerland |
Not Applicable
|
(State or other jurisdiction of incorporation
or
organization)
|
(Address of principal executive office) |
(I.R.S. Employer Identification No.) |
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F:
x Form 20-F ¨
Form 40-F
Registered Direct Offering
Securities Purchase Agreement
On March 15, 2026, SEALSQ Corp (the “Company”)
entered into a securities purchase agreement (the “Purchase Agreement”) with several institutional investors named therein
(the “Investors”), pursuant to which the Company agreed to sell and issue (i) 22,913,630 Ordinary Shares, par value US$0.01
per share (the “Ordinary Shares”), (ii) Pre-Funded Warrants to purchase up to 7,500,000 Ordinary Shares (the “Pre-Funded
Warrants”), (iii) 7,500,000 Ordinary Shares issuable upon the exercise of the Pre-Funded Warrants, (iv) Class E Warrants
to purchase up to 60,827,260 Ordinary Shares (the “Class E Warrants”, and together with the Pre-Funded Warrants, the
“Warrants”), and (v) 60,827,260 Ordinary Shares issuable upon the exercise of the Class E Warrants, in a registered
direct offering (the “Offering”). The closing of the Offering is expected to occur on or about March 17, 2026, subject
to customary closing conditions.
The gross proceeds to the Company from the Offering
are expected to be approximately US$125 million before deducting the placement agent’s fees and other estimated offering expenses
payable by the Company.
The Offering was made pursuant to
the Company’s existing shelf registration statement on Form F-3ASR (File No. 333-290963), which was filed with the
U.S. Securities and Exchange Commission (the “Registration Statement”), and became effective, on October 20, 2025.
A prospectus supplement to the Registration Statement was filed with the Commission pursuant to Rule 424(b)(5) on
March 17, 2026.
Placement Agency Agreement
On March 15, 2026, the Company entered into a placement
agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC (the “Placement Agent”) pursuant to which
the Company agreed to pay the Placement Agent a placement agent fee equal to 6.0% of the aggregate purchase price of the Ordinary Shares
and Pre-funded Warrants sold in the Offering. The Company also agreed to reimburse the Placement Agent for up to $100,000 for the reasonable
and accounted fees and expenses of legal counsel.
Warrants
The Pre-Funded Warrants and Class E Warrants will each
be issued as individual warrant instruments to the Investors. The form of Pre-Funded Warrant and Class E Warrant are being filed
as an exhibit to this Current Report on Form 6-K.
| · | Exercisability and duration |
Each of the Class E Warrants
is exercisable immediately on or after the issuance date and at any time prior to 5:00 p.m., New York City time, on March 17,
2033 (the “Expiration Date”) for the purchase of Ordinary Shares (the “Class E Warrant Shares”). The
Class E Warrants are exercisable via “cashless” exercise in the absence of an effective registration statement
registering the issuance of the Class E Warrant Shares to the Class E Warrant holders.
The Pre-Funded Warrants are immediately
exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.
The exercise price per Ordinary Share
purchasable upon the exercise of the Class E Warrants is $5.50 per Ordinary Share.
The exercise price per Ordinary Share
upon the exercise of the Pre-Funded Warrants is $0.0001 per Ordinary Share. The aggregate exercise price of the Pre-Funded Warrants of
$4.1099 per Ordinary Share, except for the nominal exercise price of $0.0001 per Pre-Funded Warrant Share, will be pre-funded to the Company
at the closing of the Offering.
The exercise price of the Warrants
and the number of Ordinary Shares issuable upon exercise are subject to applicable adjustment in the event of certain share dividends
and distributions, share splits, share combinations, reclassifications or similar events affecting our Ordinary Shares.
No fractional Ordinary Shares are to
be issued upon the exercise of Warrants. In lieu of a fractional Ordinary Share, the Company will, upon exercise, either pay a cash adjustment
in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price or round up to the nearest whole
number the number of Ordinary Shares to be issued upon such exercise.
A holder will not have the right to
exercise any portion of the Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or 9.99%
at the election of the holder; one holder has already elected
the 9.99%) of the total number of issued and outstanding Ordinary Shares immediately after giving effect to such exercise,
except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding
stock after exercising the holder’s Warrants up to 9.99% of the number of Ordinary Shares outstanding immediately after giving effect
to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants.
Subject to applicable laws, Warrants
may be offered for sale, sold, transferred or assigned without our consent.
| · | Antidilution and other adjustments |
The exercise price of the Warrants
and the number of shares of Ordinary Shares issuable upon exercise of the Warrants is subject to appropriate adjustment in the event
of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our
Ordinary Shares. The holders of Warrants have the right to participate on an as-exercised basis in certain distributions to our
holders of our Ordinary Shares.
| · | Fundamental transactions |
Under the Warrants, we have agreed
that upon consummation of a Fundamental Transaction (as defined below), then, upon any subsequent exercise of the Warrants, the
holder shall have the right to receive, for each Ordinary Share that would have been issuable upon such exercise immediately prior to
the occurrence of such Fundamental Transaction, at the option of the holder, the number of shares of common equity of the successor or
acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result of
such Fundamental Transaction by a holder of the number of Ordinary Shares for which such Warrant is exercisable immediately prior to such
Fundamental Transaction.
“Fundamental Transaction”
shall mean a transaction in which (i) the Company, directly or indirectly, in one or more related transactions effects any merger
or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary, directly or indirectly, effects
any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a
series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company
or another Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender or exchange their shares for
other securities, cash or property and has been accepted by the holders of greater than 50% of the outstanding Ordinary Shares or greater
than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related
transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange
pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property, or (v) the
Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another
Person or group of Persons whereby such other Person or group acquires greater than 50% of the outstanding Ordinary Shares or greater
than 50% of the voting power of the common equity of the Company.
Notwithstanding the foregoing, a Fundamental
Transaction shall not include (i) any merger of the Company, parent of the Company or any of their, direct or indirect, consolidated
subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification of the Ordinary
Shares in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization or reclassification
continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly or indirectly,
are, in all material respects, the holders of the voting power of the surviving entity (or entities with the authority or voting power
to elect the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities) after such
reorganization, recapitalization or reclassification, or (iii) pursuant to a migratory merger effected solely for the purpose of
changing the jurisdiction of incorporation of the Company or any of its Subsidiaries.
| · | No rights as a shareholder |
Except as provided in the Warrants,
the holder of a Warrant, solely in its capacity as holder of a Warrant, does not have the rights of a holder of Ordinary Shares including
any voting rights, prior to the issuance to the holder of the Ordinary Shares which it is then entitled to receive upon the due exercise
of a Warrant.
We do not plan on applying to list
the Warrants on The Nasdaq Global Select Market, any other national securities exchange, or any other nationally recognized trading system.
The foregoing descriptions of the Purchase Agreement, the Placement
Agency Agreement, the Pre-Funded Warrants and the Class E Warrants are qualified in their entirety by reference to the full text of the
forms of Purchase Agreement, Placement Agency Agreement, Pre-Funded Warrant and Class E Warrant, respectively, are attached to this Report
of Foreign Private Issuer on Form 6-K as Exhibits 4.1, 4.2, 10.1 and 10.2, respectively, and incorporated herein by reference.
This Report shall not constitute an offer to sell or a solicitation
of an offer to buy any Ordinary Shares or Warrants, nor shall there be any sale of Ordinary Shares or Warrants in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such state or other jurisdiction.
This Report of Foreign Private Issuer on Form 6-K is hereby incorporated
by reference into the registration statement on Form F-3ASR of the Company (File No. 333-290963) and the registration statement
on Form S-8 of the Company (File No. 333-287139), and into the base prospectus and any prospectus supplement outstanding under
each of the foregoing registration statements, to the extent not superseded by documents or reports subsequently filed or furnished by
the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934.
Exhibit
|
|
|
| No. |
|
Description |
| |
|
|
| 4.1 |
| Form of Pre-funded Warrant |
| 4.2 |
| Form of Class E Warrant |
| 5.1 |
| Opinion of Harneys regarding the validity of the securities being registered |
| 10.1 |
| Form of Securities Purchase Agreement |
| 10.2 |
| Placement Agency Agreement |
| 23.1 |
| Consent of Harneys (included in Exhibit 5.1) |
| 99.1 |
| Press Release, dated March 16, 2026 |
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
| Date: March 17, 2026 |
SEALSQ CORP |
| |
|
|
| |
By: |
/s/ Carlos Moreira |
| |
|
Name: |
Carlos Moreira |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
| |
By: |
/s/ John O’Hara |
| |
|
Name: |
John O’Hara |
| |
|
Title: |
Chief Financial Officer |
Exhibit 99.1
SEALSQ Announces $125.0 Million Registered Direct
Offering Priced At-The-Market Under Nasdaq Rules
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.
Geneva,
Switzerland, March 16, 2026 -- 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
