WISeKey Announces H1 2022 Results; Reports Total Revenue of $12.6 Million, an Increase of Over 27% from H1 2021 and Net Income Attributable to WISeKey of $2.4 Million

WISeKey Announces H1 2022 Results; Reports Total Revenue of $12.6 Million, an Increase of Over 27% from H1 2021 and Net Income Attributable to WISeKey of $2.4 Million

Revenue Increase was Mainly due to Higher Demand on Semiconductors / IoT; WISeKey’s H1 2022 Semiconductor Revenue Increased 48% to $10.7 Million from $7.2 Million in H1 2021
Reports Record Backlog of $39 Million for IoT Semiconductors Products Stretching into 2023 and Pipeline of Opportunities Totals $75 million

ZUG, Switzerland – September 15, 2022: Ad-Hoc announcements pursuant to Art. 53 of SIX Listing Rules – WISeKey International Holding Ltd (NASDAQ: WKEY / SIX: WIHN) (“WISeKey” or the “Company”), a leading Swiss cybersecurity and IoT company announced today its auditor-reviewed financial results for the six-month period ended June 30, 2022 (“H1 2022”).

Carlos Moreira, WISeKey’s Founder and CEO, noted, “IoT, Semiconductors and NFT are entering a new cycle of growth driven by in-car electronics, smart routers, AI-IoT devices, cloud processing, automation, IoT Satellites, 5G and connectivity features that make the world safer, connected and contribute to sustainability. WISeKey’s business strategy continues to focus on developing cybersecurity IoT solutions and NFTs that enable our customers’ success and drive long-term growth despite the slowdown in delivery of components.   To meet these strategic objectives and its goal of refocusing on the core business on Cybersecurity and IoT, in H1 2022 WISeKey completed the divestiture of arago GmbH (“arago”) which came as a result of arago’s margins and total performance being below expectations, despite significant investment by WISeKey to streamline the business. Regardless, following the divestiture, WISeKey will maintain a partnership with arago to consider potential added value brought on by AI capabilities.”

WISeKey’s strong financial position of $23 million cash at the end of H1 2022 allows the Company to support investments in new products, IP, and faster growing IoT/cybersecurity markets. Since the beginning of 2022, WISeKey has made significant investments in R&D and new microchips design, in order to maintain its leading-edge technology position and the competitive advantage of product offerings. Specifically, WISeKey is working on the following projects:

  • Commercialization of the WISeSat PocketQube Satellite with 13 satellites now in orbit launched with Space X. WISeKey is offering this IoT satellite technology to its IoT clients in a SaaS model allowing both remote and redundant urban IoT communications for companies seeking to securely connect their assets. WISeKey Trust and Security solutions offer unique integration into an end-to-end platform that communicates in real-time with the WISeSat Satellite by ensuring the authenticity, confidentiality, and integrity of the devices and objects.
  • Development of a new range of Quantum Trust Services, that will take advantage of the latest developments in post-quantum encryption (PQE) to be applied in real-world applications of digital signatures and encryption using PKI and digital certificates, such as secure communication channels (TLS), enhanced Key Exchanges and email security (S/MIME). These services are currently based on standards that can be improved to be resilient to quantum attacks and offer backwards compatibility with existing counterparts. WISeKey’s implementation of PQE is made around the concept of “hybrid signatures” which combine in a single X.509 certificate, a conventional signature with a second signature using a PQE algorithm. This approach ensures backwards compatibility and opens a new horizon of cybersecurity services.
  • Launching of “Root of Trust” based in PQE algorithms promoted currently by the NIST as valid candidates, which will be the foundation of a new portfolio of Trust Services and secure several IoT projects on which WISeKey is already working.
  • Development of post-quantum resistant algorithms through its strategic R&D partnership with MINES Saint-Etienne Research Institute. WISeKey’s R&D group has been working with several NIST’s candidates for the MS600X Common Criteria products, such as Crystals-Kyber and Crystals-Dilithium, aiming to develop a complete post-quantum cryptography toolbox to be combined with new PKI-related Trust Services delivered by WISeKey. These post-quantum cryptography initiatives will play a key role in controlling vulnerability and other risks related to quantum computers technologies which when used by hackers can give them the ability to crack cryptography algorithms, corrupt cybersecurity and compromise the global economy, by undermining the security foundations of the current financial and governmental services. These initiatives have received tremendous support from many government entities around the world through the sponsoring of public/private R&D projects. In particular, WISeKey is active in key initiatives promoted by the French Agency for Cybersecurity (ANSSI), and by the National Cybersecurity Center of Excellence of the US NIST. The WISeKey contributions to the projects will be Trust Services for credentials and secure semiconductors to keep the credentials secure. Specifically, WISeKey will offer INeS Certificate Management Service (CMS) for issuing credentials and VaultIC secure semiconductors to provide tamperproof key storage and cryptographic acceleration.
  • Use of WISeID as a Universal Communications Identifier (UCID), a unique identifier for an IoT device on a network; the blockchain, a distributed ledger shared with the nodes of a computer network to guarantee security; and Non-Fungible Tokens (NFTs), cryptographic assets on a blockchain that cannot be replicated. The combined practical application of these technologies — implementing UCID on the device, using NFTs, and putting them on the blockchain — ensures that the device itself is authenticated on a network that cannot be corrupted. This is a giant leap forward, and it is happening now, in the United States government.
  • Full deployment of the WISe.ART platform. WISe.ART’s unique competitive edge comes from its platform which is secured by WISeKey’s various security technologies enabling the authentication of digital identity based NFTs, physical objects as well as digital assets, in a safe end-to-end process. The WISe.ART platform offers users full control of their WISeID NFT, while other NFTs must request access to identity information, and WISeID NFTs users then can decide by themselves what level of information they wish to share.The NFT tokenization uses the WISeKey registered patent application “System and Method for Providing Persistent Authenticatable NFT” in the USA. With this method, NFTs have increased in value and will hold their value for a long-term. For more information visit: https://www.wisekey.com/press/wisekey-files-patent-application-for-persistent-and-authenticatable-nfts/. Almost 130 artists have already joined the WISe.ART NFT Marketplace with approximately 500 unique NFT products, adding a commercial NFT sales potential aggregate of $70 million worth of NFTs that increasingly see a future for tokens that upend the economics of content creation and influence on the internet.

ADDITIONAL FINANCIAL & OPERATIONAL DATA

H1 FY 2022 Key Financials – WISeKey Group

(Million US$)                6 months ended June 30,
US GAAP 20222021
Operating loss as reported(6.6)(8.3)
Net income attributable to WISeKey as reported2.4(4.3)
Non-GAAP 20212020
Total revenue12.69.9
Total gross profit5.63.6
EBITDA(6.5)(7.7)
Adjusted EBITDA(5.5)(7.1)
As at June 30,
2022
As at December 31,
2021
Total Cash and restricted cash22.934.3

Consolidated Statements of Comprehensive Income/(Loss) [as reported]

 6 months ended June 30, 6 months ended June 30,
USD’0002022 (unaudited) 2021 (unaudited)
    
Net sales10,8407,802
Cost of sales(6,305)(4,304)
Depreciation of production assets240(390)
Gross profit4,775  3,108
Other operating income33114
Research & development expenses(1,699)(2,128)
Selling & marketing expenses(3,556)(3,227)
General & administrative expenses(6,156)(6,174)
Total operating expenses(11,378) (11,415)
Operating loss(6,603) (8,307)
 
Non-operating income2,7956,781
Debt conversion expense(603)
Interest and amortization of debt discount(134)(455)
Non-operating expenses(2,083)(877)
Loss before income tax expense(6,628) (2,858)
Income tax income / (expense)(1)(1)
Loss from continuing operations, net(6,629) (2,859)

Discontinued operations:

Net sales from discontinued operations1,8052,142
Cost of sales from discontinued operations(978)(1,679)
Total operating and non-operating expenses from discontinued operations(5,274)(3,769)
Income tax recovery from discontinued operations2557
Gain on disposal of a business, net of tax on disposal11,801
Income / (loss) on discontinued operations7,379  (3,249)
Net income / (loss)750  (6,108)
Less: Net income / (loss) attributable to noncontrolling interests(1,685)(1,767)
Net income / (loss) attributable to WISeKey International Holding AG2,435  (4,341)
Earnings per share from continuing operations
Basic(0.07)(0.04)
Diluted(0.07)(0.04)
Earnings per share from discontinued operations
Basic0.07(0.05)
Diluted0.07(0.05)
Earning per share attributable to WISeKey International Holding AG
Basic0.02(0.07)
Diluted0.02(0.07)
Other comprehensive income / (loss), net of tax:
Foreign currency translation adjustments(3,218)(777)
Change in unrealized gains related to available-for-sale debt securities(5,564)
Reclassifications out of the OCI arising during period1,156
Defined benefit pension plans:
Net gain (loss) arising during period90140
Other comprehensive income / (loss)(1,972) (6,201)
Comprehensive income / (loss)(1,222) (12,309)
Other comprehensive income / (loss) attributable to noncontrolling interests(969)80
Other comprehensive income / (loss) attributable to WISeKey International Holding AG(1,002) (6,281)
Comprehensive income / (loss) attributable to noncontrolling interests(2,655)(1,687)
Comprehensive income / (loss) attributable
to WISeKey International Holding AG
1,433  (10,622)

The notes are an integral part of our consolidated financial statements.

Consolidated Balance Sheets [as reported]

 As at June 30, As at December 31,
USD’0002022 (unaudited) 2021
ASSETS   
Current assets   
Cash and cash equivalents22,81834,201
Restricted cash, current105110
Accounts receivable, net of allowance for doubtful accounts30,3442,979
Notes receivable from employees and related parties6668
Inventories4,1892,710
Prepaid expenses7921,198
Current assets held for sale689
Other current assets927555
Total current assets 59,241   42,510
 
Noncurrent assets
Notes receivable, noncurrent182190
Deferred income tax assets11
Deferred tax credits1,073848
Property, plant and equipment net of accumulated depreciation743573
Intangible assets, net of accumulated amortization103105
Finance lease right-of-use assets130171
Operating lease right-of-use assets2,6612,941
Goodwill8,3178,317
Equity securities, at cost460501
Equity securities, at fair value11
Noncurrent assets held for sale32,391
Other noncurrent assets241256
Total noncurrent assets 13,912   46,295
TOTAL ASSETS 73,153   88,805
    
LIABILITIES
Current Liabilities
Accounts payable13,48214,786
Notes payable4,1934,206
Convertible note payable, current800
Deferred revenue, current19992
Current portion of obligations under finance lease liabilities455
Current portion of obligations under operating lease liabilities567595
Income tax payable711
Current liabilities held for sale4,567
Other current liabilities331439
Total current liabilities19,583  24,751
Noncurrent liabilities
Bonds, mortgages and other long-term debt393458
Convertible note payable, noncurrent319,049
Deferred revenue, noncurrent37100
Operating lease liabilities, noncurrent2,1972,468
Employee benefit plan obligation4,6694,769
Other deferred tax liabilities5962
Noncurrent liabilities held for sale5,712
Other noncurrent liabilities357
Total noncurrent liabilities7,389  22,675
TOTAL LIABILITIES26,972  47,426
Commitments and contingent liabilities   
SHAREHOLDERS’ EQUITY
Common stock – Class A400400
CHF 0.01 par value
Authorized – 40,021,988 and 40,021,988 shares
Issued and outstanding – 40,021,988 and 40,021,988 shares
Common stock – Class B5,3344,685
CHF 0.05 par value
Authorized – 144,589,261 and 138,058,468
Issued – 100,294,518 and 88,120,054
Outstanding – 99,837,254 and 80,918,390
Treasury stock, at cost (457,264 and 7,201,664 shares held)(371)(636)
Additional paid-in capital277,376268,199
Accumulated other comprehensive income / (loss)1,3121,407
Accumulated deficit(235,724)(238,160)
Total shareholders’ equity attributable to WISeKey shareholders48,327  35,895
Noncontrolling interests in consolidated subsidiaries(2,146)5,484
Total shareholders’ equity 46,181  41,379
TOTAL LIABILITIES AND EQUITY 73,153  88,805

The notes are an integral part of our consolidated financial statements.

Non-GAAP Financial Measures
In managing WISeKey’s business on a consolidated basis, WISeKey management develops an annual operating plan, which is approved by our Board of Directors, using non-GAAP financial measures. In measuring performance against this plan, management considers the actual or potential impacts on these non-GAAP financial measures from actions taken to reduce costs with the goal of increasing our gross margin and operating margin and when assessing appropriate levels of research and development efforts. In addition, management relies upon these non-GAAP financial measures when making decisions about product spending, administrative budgets, and other operating expenses. We believe that these non-GAAP financial measures, when coupled with the GAAP results and the reconciliations to corresponding GAAP financial measures, provide a more complete understanding of the Company’s results of operations and the factors and trends affecting WISeKey’s business. We believe that they enable investors to perform additional comparisons of our operating results, to assess our liquidity and capital position and to analyze financial performance excluding the effect of expenses unrelated to operations, certain non-cash expenses related to acquisitions and share-based compensation expense, which may obscure trends in WISeKey’s underlying performance. This information also enables investors to compare financial results between periods where certain items may vary independent of business performance and allows for greater transparency with respect to key metrics used by management.

These non-GAAP financial measures are provided in addition to, and not as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The presentation of these and other similar items in WISeKey’s non-GAAP financial results should not be interpreted as implying that these items are non-recurring, infrequent, or unusual. Reconciliations of these non-GAAP measures to the most comparable measures calculated in accordance with GAAP are provided in the financial statements portion of this release in a schedule entitled “Financial Reconciliation of GAAP to non-GAAP Results (unaudited).”

Non-GAAP to GAAP Reconciliations

Financial Reconciliation of GAAP to non-GAAP Results (unaudited)6 months to June 30,6 months to June 30,
(Million US$)20222021
Net sales as reported10.87.8
Net sales from discontinued operations as reported1.82.1
Total revenue12.6 9.9
Gross profit as reported4.83.1
Gross profit from discontinued operations as reported0.80.5
Total gross profit5.6 3.6
Operating loss as reported(6.6)(8.3)
Non-GAAP adjustments from continuing operations:
Depreciation expense0.10.5
Amortization expense on intangibles0.1
EBITDA(6.5)(7.7)
Non-GAAP adjustments from continuing operations:
Expenses settled in equity0.1
M&A-related legal fees0.80.6
M&A-related professional fees0.1
Adjusted EBITDA(5.5)(7.1)
GAAP to Non-GAAP Cash and Cash Equivalents
(Million US$)As at
June 30,
2022
As at December 31,
2021
Cash and cash equivalents as reported22.834.2
Restricted cash, current as reported0.10.1
Total Cash and restricted cash22.934.3
* Rounded up

About WISeKey:

WISeKey (NASDAQ: WKEY / SIX Swiss Exchange: WIHN) is a leading global cybersecurity platform company currently deploying large scale digital identity ecosystems for people and objects respecting the Human as the Fulcrum of the Internet. The WISeKey IoT technology stack includes a range of technologies such as Semiconductors, eIDs, Blockchain, NFTs, Post Quantum, Pico Satellites and Trust acting seamlessly as a platform which secures the simple connection of objects to the Internet to the most complex applications that use these connected objects, the data they gather and communicate and the different steps needed to power these applications.

The WISeKey Semiconductors Secures the pervasive computing shaping today’s Internet of Everything. WISeKey IoT has an installed base of over 1.5 billion microchips in virtually all IoT sectors (connected cars, smart cities, drones, agricultural sensors, anti-counterfeiting, NFTs, smart lighting, servers, computers, mobile phones, crypto tokens etc.)

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. 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 Moreira
Chairman & CEO
Tel: +41 22 594 3000
info@wisekey.com
WISeKey Investor Relations (US)
Contact: Lena Cati
The Equity Group Inc.
Tel: +1 212 836-9611
lcati@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 article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. 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.


Disclaimer
This document contains forward-looking statements which are based on the current estimates and assumptions made by the assembly team of SiLLC. Forward-looking statements are characterized by the use of words such as expect, intend, plan, predict, assume, believe, estimate, anticipate, forecast and similar formulations. Such statements are not to be understood as in any way guaranteeing that those expectations will turn out to be accurate. Future performance and the results actually achieved by SiLLC and its affiliated groups depend on a number of risks and uncertainties and may therefore differ materially from the forward-looking statements. Many of these factors are outside SiLLC‘s control and cannot be accurately estimated in advance, such as the future economic environment and the actions of competitors and others involved in the marketplace. SiLLC neither plans nor undertakes to update forward-looking statements.

All transaction are carrying out by SiLLC, a private portfolio management assembly. This document is not an offer of securities for sale or investment advisory services. This document contains general information only and is not intended to represent general or specific investment advice. Past performance is not a reliable indicator of future results and targets are not guaranteed.Certain statements and forecasted data are based on current expectations, current market and economic conditions, estimates, projections, opinions and beliefs of SiLLC and/or its members. Due to various risks and uncertainties, actual results may differ materially from those reflected or contemplated in such forward-looking statements or in any of the case studies or forecasts. All references to SiLLC’s advisory activities relates to SiLLC International.

WISeKey to Invest up to $10 Million Over the Next Two Years to Perform Bitcoin Mining From its Swiss Mountain Secure Bunker and Adapt its Cybersecurity Technologies to Defend Against Illicit Cryptocurrency Mining Activities

WISeKey to Invest up to $10 Million Over the Next Two Years to Perform Bitcoin Mining From its Swiss Mountain Secure Bunker and Adapt its Cybersecurity Technologies to Defend Against Illicit Cryptocurrency Mining Activities

The crypto mining and cybersecurity mining operations will be performed via a Special Purpose vehicle already created in Zoug with the name TrusteCoin AG
Benefits generated by Bitcoin mining process will be used to foster WISeKey’s cybersecurity expertise on protecting its clients against illicit cryptocurrency mining activities

Bitcoin mining will be performed from WISeKey’s Geneva Datacenter, and a former Swiss military bunker located in the Swiss Alps similar to the one filmed by Bloomberg back in 2014  https://youtu.be/xkWVxh-gRi8

Geneva, Switzerland – January 3, 2022 – WISeKey International Holding Ltd, (“WISeKey,” SIX: WIHN / Nasdaq: WKEY), a Swiss cybersecurity, AI and IoT company announced today its plan to invest up to $10 million over the next two years, to perform Bitcoin mining from its Geneva datacenter and a former Swiss military bunker located in the Swiss Alps, aiming to adapt cybersecurity technologies to help its customers defend themselves against illicit cryptocurrency mining activities.

WISeKey’s main objective of entering crypto mining operations is to help its clients protect against crypto jacking that occurs when malicious cyber actors effectively hijack the processing power of the devices and systems by exploiting vulnerabilities (in webpages, software, and operating systems), and illicitly install crypto mining software on victim devices and systems.

Crypto jacking involves maliciously installed programs that are persistent or non-persistent. Non-persistent crypto jacking usually occurs only while a user is visiting a particular webpage or has an internet browser open. Persistent crypto jacking continues to occur even after a user has stopped visiting the source that originally caused their system to perform mining activity. It is estimated that fifty out of every 100,000 devices have encountered a cryptocurrency miner.

WISeKey’s crypto mining operations will be performed via a Special Purpose vehicle already created in Zoug with the name TrusteCoin AG. The objective will be to gradually acquire and install over one thousand bitcoin mining machines at its secure Swiss Alps bunker facilities that will be connected to a control center at WISeKey bunker in Geneva. WISeKey is also looking at other similar locations offering the same type of bunkers such as in Gibraltar and United States that will be gradually connected to the network taking into consideration regulatory and sustainability aspects.

After China’s crypto space crackdown back in mid of 2021, the majority of the world’s bitcoin mining power settled in the United States. The local bitcoin mining industry now dominates the bitcoin mining market and produces over 35% of the world’s bitcoin mining hash rate and there is a great opportunity for cybersecurity companies to jump on this market with their technology. Through TrusteCoin AG, WISeKey is surfing the tide of blockchain and NFT interest through a crypto mining venture. The crypto mining services will be focused on simplifying consumer ownership of secure Bitcoin mining equipment through the integration of cybersecurity offered by WISeKey and smart-contract technologies to simplify the often-intimidating crypto mining process, while providing an affordable entry cost for WISeKey clients.

Since 1999, WISeKey was one of first ever companies to provide trusted, ultra-secure hosting using Swiss Alps bunkers. These ultra-secure bunkers facilities are adequate for critical-mission infrastructures and ideally located to perform Bitcoin mining. The WISeKey mountain bunkers facilities are Swiss military granite bunkers, built in the Swiss Alps to support the data even from nuclear catastrophes. These bunkers have been transformed to provide an ultra-secure environment for bitcoin mining as they have IT security certifications from the ISO 27001 to the impressive EM-SHIELD seal, which certifies protection against electromagnetic pulse.

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 1.6 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 Moreira
Chairman & CEO
Tel: +41 22 594 3000
info@wisekey.com

WISeKey Investor Relations (US)
Contact: Lena Cati
The Equity Group Inc.
Tel: +1 212 836-9611
lcati@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 article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. 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.

 

************************

Disclaimer
All transaction are carrying out by SiLLC, a private portfolio management assembly. This document is not an offer of securities for sale or investment advisory services. This document contains general information only and is not intended to represent general or specific investment advice. Past performance is not a reliable indicator of future results and targets are not guaranteed. Certain statements and forecasted data are based on current expectations, current market and economic conditions, estimates, projections, opinions and beliefs of SiLLC and/or its members. Due to various risks and uncertainties, actual results may differ materially from those reflected or contemplated in such forward-looking statements or in any of the case studies or forecasts. All references to SiLLC’s advisory activities relates to SiLLC Assembly International.

Victory Square Technologies Announces Agreement to Acquire Assets of Portfolio Company Aspen Technologies

 

Victory Square Technologies Announces Agreement to Acquire Assets of Portfolio Company Aspen Technologies

New acquisition to provide full-suite of Blockchain solutions for Launch of new Division focusing on Consumer Privacy and Security

VANCOUVER, British Columbia, Feb. 02, 2021 — Victory Square Technologies Inc. (“Victory Square” or the “Company”) (CSE:VST) (OTC:VSQTF) (FWB:6F6), a company that provides investors access to a diverse portfolio of next generation internet companies in key sectors including: digital health, gaming, blockchain, AR/VR, cybersecurity, and cloud computing, is pleased to announce that it has signed an Asset Purchase Agreement (the “APA”) dated February 1, 2021 to acquire certain intellectual property assets (the “Acquisition”) of Aspen Technologies Inc. (“Aspen”), a technology company focused on building Blockchain and Cybersecurity solutions.

Aspen, is best-known for its work in developing an ecosystem of hardware, software, and networking products to meet increased global consumer demand for new age technology.

Through the Acquisition, the Company has acquired certain key digital assets of Aspen, including the following six anchor products currently deployed in the marketplace and or in late-stage development:

  • VPN Network – using Patented Mining Technology to generate revenue;
  • Decentralized Database – Data Network which crowd-sources computer storage to deliver a decentralized database that is more secure, tamper-proof and scalable than traditional offerings. (Peer-to-Peer Privacy Mesh);
  • A Digital Asset Exchange – to be licensed globally as an Exchange-as-a-Service;
  • Crowd-Backed Credit Card – decentralized pools of capital, small lenders and investors (individuals), underwrite the issuance of credit card;
  • Online Virtual Currency Platform – which allows customers to buy, sell, and spend Bitcoin, Bitcoin Cash, Ethereum & Litecoin
  • WiFi Monitor – Plug & Play Privacy that delivers faster browsing and safer, more private internet on every device in your home. (Protects every device from smartphones, kids’ Tablets, Smart TVs, Smart Fridges and other at home IOT devices)

This Acquisition furthers Victory Square’s commitment to leveraging the latest technology to deliver products and services for an open and more secure internet. Innovations that change the way the world manages information, analyzes data, purchases and consumes goods, and communicates across the globe.

“These Web 3.0 assets represent a strategic addition to our growing portfolio of next gen internet tech,” said Victory Square Chief Executive Officer Shafin Diamond Tejani. “Blockchain technology will have an overwhelming effect on the way consumers adopt and use everyday products in the future. Having already developed a suite of ground-breaking software and hardware solutions catering to consumers that will inevitably utilize blockchain products in the future, we saw an immediate opportunity to bring the team and technology in house and assist in scaling their operations to serve a growing demand.”

Following closing of the transaction, Victory Square will launch a new division that focuses on consumer security related products, diversifying the current enterprise database and providing blockchain solutions.

“The last privacy and security wave was driven by business concerns; the next will be driven by consumers. People have become more aware of how open their data really is. With this strategic acquisition we can service those needs. Aspen has a proven track record and expertise in producing highly secure consumer products, the addition of these technologies accelerates Victory Square’s growth strategy as we equip the company to meet both the enterprise and consumer privacy and decentralization requirements today and in the future,” concluded Tejani.

“As we continue to pursue our vision of leading the next generation of technology entrepreneurs to build world class products, we remain confident in our ability to scale our portfolio companies aggressively and maintain a healthy pipeline of acquisitions with a focus on increasing value for Victory Square shareholders,” added Tejani.

Terms of the Acquisition

In consideration for the Acquisition, the Company will issue 4,600,048 common shares in the capital of the Company (the “Consideration Shares”) at a deemed issue price of $0.80 Canadian per Consideration Share as well as forgive an aggregate of $1,587,001 owed from Aspen to the Company for aggregate transaction consideration of $5,267,040. In accordance with the terms of the APA, the Consideration Shares shall be subject to a four months and one day statutory hold period from the date of issuance. Closing of the acquisition is expected to occur on or about February 15, 2021, unless otherwise agreed between the Parties. Completion of the Acquisition will be subject to compliance with applicable laws including policies of the Canadian Securities Exchange as well as satisfactory completion of due diligence by the Company and other customary conditions to closing.

The Company also announces that it has launched a 12-month online marketing campaign through AGORACOM for the purposes of targeting new potential investors and engaging current shareholders. The Company is paying $75,000 + HST to be paid in Shares in 5 instalments. The number of shares to be issued at the end of each period will be determined after the date that the advertising services are provided to Victory Square, and will be calculated using the closing price of that day.

The Company has also launched a “CEO Verified” Discussion Forum on AGORACOM to serve as the Company’s primary social media platform to interact with both current and prospective shareholders in a fully moderated environment.

The Victory Square discussion forum can be found at:

https://agoracom.com/ir/VictorySquareTechnologies/forums/discussion

About AGORACOM

AGORACOM is a pioneer of online marketing, broadcasting, conferences and investor relations services to North American small and mid-cap public companies, with more than 300 companies served. AGORACOM is the home of more than 7.7 million investors that visited 55.2 million times and read over 600 million pages of information over the last 10 years. The average visit of 8min 43sec is more than double that of global financial sites, which can be attributed to the implementation and enforcement of the strongest moderation rules in the industry.

Check out VictorySquare.com and sign up to VST’s official newsletter at www.VictorySquare.com/newsletter.

On behalf of the board,

Shafin Diamond Tejani
Chief Executive Officer
Victory Square Technologies Inc.

For further information about the Company, please contact:

Investor Relations Contact – Edge Communications Group Email:
ir@victorysquare.com
Telephone: 604 283-9166

Media Relations Contact – Howard Blank, Director Email:
howard@victorysquare.com
Telephone: 604-928-6066

ABOUT VICTORY SQUARE TECHNOLOGIES INC.

Victory Square (VST) builds, acquires and invests in promising startups, then provides the senior leadership and resources needed to fast-track growth. The result: rapid scale-up and monetization, with a solid track record of public and private exits.

VST’s sweet spot is the cutting-edge tech that’s shaping the 4th Industrial Revolution. Our portfolio consists of 20 global companies using AI, VR/AR and blockchain to disrupt sectors as diverse as fintech, insurance, health and gaming.

What we do differently for startups

VST isn’t just another investor. With real skin in the game, we’re committed to ensuring each company in our portfolio succeeds. Our secret sauce starts with selecting startups that have real solutions, not just ideas. We pair you with senior talent in product, engineering, customer acquisition and more. Then we let you do what you do best — build, innovate and disrupt. In 24-36 months, you’ll scale and be ready to monetize.

What we do differently for investors

VST is a publicly-traded company headquartered in Vancouver, Canada, and listed on the Canadian Securities Exchange (VST), Frankfurt Exchange (6F6) and the OTCQX (VSQTF).

For investors, we offer early-stage access to the next unicorns before they’re unicorns. Our portfolio represents a uniquely liquid and secure way for investors to get access to the latest cutting-edge technologies. Because we focus on market-ready solutions that scale quickly, we’re able to provide strong and stable returns while also tapping into emerging global trends with big upsides. For more information, please visit www.victorysquare.com.

Cautionary Disclaimers

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. Any securities referred to herein have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to a U.S. Person absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities to be offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or under any U.S. state securities laws, and may not be offered, sold, directly or indirectly, or delivered within the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act and all applicable U.S. state securities laws. This release does not constitute an offer to sell or a solicitation of an offer to buy such securities in the United States, Canada or in any other jurisdiction where such offer, solicitation or sale is unlawful.

Forward Looking Statement

This news release contains “forward-looking information” within the meaning of applicable securities laws relating to the outlook of the business of Victory Square, including, without limitation, statements relating to completion of the Acquisition, Aspen and its business, execution of business strategy, future performance and future growth, business prospects and opportunities of Victory Square and other factors beyond our control. Such forward-looking statements may, without limitation, be preceded by, followed by, or include words such as “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans”, “continues”, “project”, “potential”, “possible”, “contemplate”, “seek”, “goal”, or similar expressions, or may employ such future or conditional verbs as “may”, “might”, “will”, “could”, “should” or “would”, or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. All statements other than statements of historical facts contained in this news release are forward-looking statements. Forward-looking information is based on certain key expectations and assumptions made by the management of Victory Square, including, but not limited to, the CSE approving the Acquisition, the Company being able to capitalize on the services and business of Aspen, the ability of Aspen to maintain its business as presently contemplated, the ability of Aspen to continue to retain service providers and customers, the ability of Aspen to provide services in accordance with applicable laws and regulations, the business and future business of Aspen, and such other assumptions presented in the Company’s disclosure record. Although Victory Square believes that the expectations and assumptions on which such forward looking information is based are reasonable, undue reliance should not be placed on them because Victory Square can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. The statements contained in this news release are made as of the date of this news release. Victory Square disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws. The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.

The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.

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Disclaimer
All transaction are carrying out by SiLLC, a private portfolio management assembly. This document is not an offer of securities for sale or investment advisory services. This document contains general information only and is not intended to represent general or specific investment advice. Past performance is not a reliable indicator of future results and targets are not guaranteed. Certain statements and forecasted data are based on current expectations, current market and economic conditions, estimates, projections, opinions and beliefs of SiLLC and/or its members. Due to various risks and uncertainties, actual results may differ materially from those reflected or contemplated in such forward-looking statements or in any of the case studies or forecasts. All references to SiLLC’s advisory activities relates to SiLLC Assembly International.


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