WISeKey Secures Growth Capital via Convertible Notes Subscription Agreements for up to $44,000,000 with Global Institutional ...
June 29 2021 - 12:33PM
WISeKey Secures Growth
Capital via Convertible Notes Subscription
Agreements for up to
$44,000,000 with Global
Institutional Investors
Zug, Switzerland – June 29, 2021 – WISeKey
International Holding Ltd (“WISeKey” or “Company”) (SIX: WIHN,
NASDAQ: WKEY), a leading global cybersecurity, AI and IoT company,
announced today that it has signed a Convertible Notes Subscription
Agreement for up to $44,000,000 Convertible Notes and a relevant
Warrant Agreement with global institutional investors (the
“Investors”).
Under the terms of both Convertible Notes
Subscription Agreements with similar terms, WISeKey will issue an
initial convertible note in the aggregate principal amount of
$22,000,000 for subscription by the Investors. Additionally,
WISeKey has the right to request the Investors to subscribe for
four additional notes tranches, each in the aggregate principal
total amount of $5,500,000, at the date and time determined by
WISeKey. The Inventors are obliged to subscribe to each additional
note tranche provided the daily VWAP for Issuer Shares remains at
or above 130% of the applicable Fixed Conversion Price for a period
of 30 consecutive Trading Days during the period immediately
preceding the date on which the Issuers submits to the Investor the
Subscription Notice.
Each of the Convertible Notes under both
agreements has a maturity date of 24 months after the relevant
issue date for such Notes and carries interest at a rate of 6% per
annum and is convertible at any time at the election of the
Investors into WISeKey Class B Shares. The conversion price under
both agreements is equal to the higher of a fixed conversion price
as determined in the agreement and 95% of the lowest daily VWAPs of
one Class B Share, as applicable, during the five (5) consecutive
trading day preceding the relevant conversion date.
The Investors have the option to convert each
calendar month a Conversion Amount of up to 12.5% of the initial
aggregate principal amount of all issued Tranches using Conversion
Price B. The Investors are required to convert all outstanding
notes at Maturity at the applicable conversion price. The Fixed
Conversion Price is CHF 4.00 for the first 25% of the Convertible
Notes of the Initial Notes Tranche, CHF5.00 for the second 25% of
the Convertible Notes of the Initial Notes Tranche, CHF6.00 for the
third 25% of the Convertible Notes of the Initial Notes Tranche and
CHF7.50 for the final 25% of the Convertible Notes of the Initial
Notes Tranche.
Maxim Group LLC acted as the sole placement
agent.
Carlos Moreira, Founder and CEO of WISeKey said
“This new source of funding provides WISeKey access to flexible
financing at a reasonable cost under current market conditions and
will allow the Company to continue financing the growth of its
operations in countries where the company already operates:
Switzerland, Saudi Arabia, India, US, France Germany, Japan and
Taiwan. Recently, we made investments in several strategic M&A
projects with the objective of strengthening our leading position
in our core technologies (Semiconductors, IoT, AI and
Cybersecurity). Our new business strategy, approved by shareholders
in May during our General Assembly, is to invest in, build and
operate AI, Cybersecurity and IoT businesses integrating them into
the WISeKey Trusted Platform. These sectors are facing numerous
geopolitical challenges, but the importance of the industry in
enabling clients and customers to achieve their monetization goals
is even greater.”
About the
Investors:The Investors have offices
around the world with clients including endowment funds, financial
planning groups, high net worth retail investors, and family
offices. They have a global mandate to invest in high-conviction
technology companies.
About WISeKey:WISeKey (NASDAQ:
WKEY; SIX Swiss Exchange: WIHN) is a leading global cybersecurity
company currently deploying large scale digital identity ecosystems
for people and objects using Blockchain, AI and IoT respecting the
Human as the Fulcrum of the Internet. WISeKey microprocessors
secure the pervasive computing shaping today’s Internet of
Everything. WISeKey IoT has an install base of over 1.5 billion
microchips in virtually all IoT sectors (connected cars, smart
cities, drones, agricultural sensors, anti-counterfeiting, smart
lighting, servers, computers, mobile phones, crypto tokens
etc.). WISeKey is uniquely positioned to be at the edge of
IoT as our semiconductors produce a huge amount of Big Data that,
when analyzed with Artificial Intelligence (AI), can help
industrial applications to predict the failure of their equipment
before it happens.
Our technology is Trusted by the OISTE/WISeKey’s
Swiss based cryptographic Root of Trust (“RoT”) provides secure
authentication and identification, in both physical and virtual
environments, for the Internet of Things, Blockchain and Artificial
Intelligence. The WISeKey RoT serves as a common trust anchor to
ensure the integrity of online transactions among objects and
between objects and people. For more information,
visit www.wisekey.com.
Press and investor contacts:
WISeKey
International Holding Ltd Company Contact:
Carlos MoreiraChairman & CEOTel: +41 22 594
3000info@wisekey.com |
WISeKey
Investor Relations (US) Contact: Lena CatiThe
Equity Group Inc.Tel: +1 212
836-9611lcati@equityny.com |
Disclaimer:This communication
expressly or implicitly contains certain forward-looking statements
concerning WISeKey International Holding Ltd and its business. Such
statements involve certain known and unknown risks, uncertainties
and other factors, which could cause the actual results, financial
condition, performance or achievements of WISeKey International
Holding Ltd to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. WISeKey International Holding Ltd 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.
This press release does not constitute an offer
to sell, or a solicitation of an offer to buy, any securities, and
it does not constitute an offering prospectus within the meaning of
the Swiss Financial Services Act (“FinSA”), the FInSa’s predecessor
legislation or advertising within the meaning of the FinSA, or
within the meaning of any other securities regulation. Investors
must rely on their own evaluation of WISeKey and its securities,
including the merits and risks involved. Nothing contained herein
is, or shall be relied on as, a promise or representation as to the
future performance of WISeKey.
The securities offered will not be, and have not
been, registered under the United States of America Securities Act
of 1933, as amended, and may not be offered or sold in the United
States of America, absent registration or an applicable exemption
from the registration requirements of said Act.
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