SEALSQ Announces Pricing of $60.0 Million Registered Direct Offering

Rhea-AI Summary

SEALSQ (NASDAQ: LAES), a semiconductor and post-quantum technology company, has announced a $60.0 million registered direct offering led by Heights Capital Management, Inc. The offering consists of 15,000,000 ordinary shares priced at $4.00 per share, along with warrants to purchase up to 30,000,000 additional shares at $4.60 per share.

The offering price represents a 10% premium to SEALSQ's closing price on July 11, 2025. The warrants will be immediately exercisable and expire after seven years. The transaction is expected to close around July 15, 2025, strengthening SEALSQ's pro-forma cash position to approximately $170 million.

The company plans to use the proceeds to advance its post-quantum and quantum roadmap, pursue strategic acquisitions, and support general corporate purposes.

Positive

• Offering price of $4.00 represents a 10% premium to recent closing price
• Expected to strengthen cash position to $170 million
• Institutional investor participation led by Heights Capital Management indicates strong market confidence
• 7-year warrant term provides long-term funding flexibility

Negative

• Significant dilution with 15 million new shares being issued
• Additional potential dilution from 30 million warrant shares
• Warrant exercise price of $4.60 could cap upside potential near that level

Insights

Financial Analyst

SEALSQ's $60M capital raise strengthens balance sheet for growth in post-quantum security, though dilution is significant.

SEALSQ has secured $60 million through a registered direct offering priced at $4.00 per share, representing a 10% premium to the prior closing price. The transaction structure includes 15 million ordinary shares plus warrants for an additional 30 million shares exercisable at $4.60 for seven years.

This financing significantly bolsters SEALSQ's liquidity position, with pro-forma cash expected to reach approximately $170 million post-closing. The capital raise provides substantial runway for the company's post-quantum technology commercialization strategy and potential strategic acquisitions.

However, investors should note the considerable dilution from this transaction. With 15 million new shares being issued immediately and warrants for 30 million more, this represents substantial potential ownership dilution. The warrant overhang (2x the share count of the primary offering) could create selling pressure if exercised in the future.

The investment is being led by Heights Capital Management with Maxim Group serving as placement agent, suggesting institutional confidence in SEALSQ's technology roadmap. Management has indicated the funds will accelerate their post-quantum and quantum commercialization roadmap specifically in the United States market, signaling a strategic focus on this high-value region.

The transaction's 10% premium to market pricing demonstrates investor willingness to pay above-market rates, reflecting confidence in SEALSQ's technology positioning in the growing cybersecurity and quantum-resistant solutions market. The closing is expected promptly on July 15, subject to customary conditions.

Geneva, Switzerland, July 14, 2025 (GLOBE NEWSWIRE) --

Offering to be led by Heights Capital Management, Inc., and will consist of ordinary shares sold at $4.00 per share, accompanied by warrants with an exercise price of $4.60.

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 15,000,000 ordinary shares and accompanying warrants to purchase up to 30,000,000 ordinary shares at a combined purchase price of $4.00 per ordinary share and accompanying warrants, representing a premium of about 10% to SEALSQ’s closing stock price on July 11, 2025 (the “Offering”). The warrants will have an exercise price of $4.60 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 $60.0 million, before deducting commissions and offering expenses. The Offering will be led by Heights Capital Management, Inc.

Carlos Moreira, President and CEO of SEALSQ, commented: “We plan to utilize the net proceeds to advance our Post-Quantum and Quantum roadmap, as SEALSQ has been rapidly expanding its portfolio in this field, as well as for strategic acquisitions and general corporate purposes. We are executing with determination to deliver the most secure technologies to protect billions of connected devices through our post-quantum semiconductors and software solutions. This transaction represents a strong endorsement of our technical progress, strategic acquisitions, growing IP portfolio, and the exceptional talent we’ve assembled. With it, SEALSQ expects to benefit from a pro-forma cash position of approximately $170 million as of July 15, 2025, providing a solid foundation to fuel our next phase of growth.”

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. The Offering is expected to close on or about July 15, 2025 (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. 333-286098) previously filed with and subsequently declared effective by the U.S. Securities and Exchange Commission (“SEC”) on April 2, 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 anticipate 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

What is the size and price of SEALSQ's (LAES) registered direct offering in July 2025?

SEALSQ is offering 15 million ordinary shares at $4.00 per share, along with warrants for an additional 30 million shares, for total gross proceeds of $60 million.

How will SEALSQ use the proceeds from its $60 million offering?

SEALSQ plans to use the proceeds to advance its Post-Quantum and Quantum roadmap, pursue strategic acquisitions, and for general corporate purposes.

What are the terms of the warrants in SEALSQ's July 2025 offering?

The warrants have an exercise price of $4.60 per share, are immediately exercisable, and will expire seven years after issuance.

What will be SEALSQ's cash position after the July 2025 offering?

Following the offering, SEALSQ expects to have a pro-forma cash position of approximately $170 million as of July 15, 2025.

Who is leading SEALSQ's $60 million registered direct offering?

The offering is being led by Heights Capital Management, Inc., with Maxim Group LLC acting as the sole placement agent.