WISeKey Makes a Strategic Investment in FOSSA Systems and Develops an IoT WISeSAT.Space with First Space Launch Due in Q4 2021 / Q1 2022

WISeKey Makes a Strategic Investment in FOSSA Systems and Develops an IoT WISeSAT.Space with First Space Launch Due in Q4 2021 / Q1 2022

 

The strategic investment will serve to develop a WISeSAT PocketQube Satellite and enable secure connectivity for all IoT sectors (aggrotech, autonomous vehicles, EVs, smart cities, drones, robots, smart lighting, servers, computers, climate change monitoring, crypto tokens, etc.)

Geneva, SwitzerlandMarch 11, 2021WISeKey International Holding Ltd (“WISeKey”) (SIX: WIHN, NASDAQ: WKEY), a Swiss-based cybersecurity, AI, and IoT company, today announced the acquisition of a minority interest in FOSSA Systems, a Spain-based leading aerospace company focused on developing picosatellites for Low Earth Orbit (LEO) services.

This strategic investment allows WISeKey to integrate FOSSA Systems into the WISeKey IoT platform connecting all IoT sectors through the development of a WISeSaT PocketQube Satellite. The WISeSaT.Satellite will be a security-IoT hardened FOSSASAT-2E satellite designed to further drive down satellite costs for the already-small Cubesat size.

WISeKey will offer this 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 via satellite communication covering large and unserved geographic areas such as maritime, deserts, mountains, etc., at affordable prices. 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, objects, data and transactions.

WISeKey’s INeS platform uses state-of-the-art cryptographic algorithms to meet the highest standards for issuing, managing, and validating digital credentials for IoT devices and now those to be connected with WISeSaT.Satellite.  This platform is scalable to support environments for hundreds of millions of devices and sensors, and able to remotely collect data from the field and transmit to the backend. Additionally, INeS features Entity Management (any custom attributes such as identities, group, type, role, and life cycle), Message Security Policy Management, and Business Rules Management. Interfacing via the cloud and connecting devices and applications, INeS is capable of remotely identifying credentials and controlling activation, deactivation, revocation, renewal, and secure provisioning.

This solution can be used in multiple industrial applications to: optimize productivity across industries through predictive maintenance on equipment and machinery, create truly smart homes with connected appliances, and provide critical communication between devices including autonomous vehicles, self-driving cars and trucks and smart homes. The possibilities are endless.

Two initial dedicated demonstrator of WISeSaT.Satellite will be the first of a global constellation of to provide a high-performance with secure connectivity. WISeSAT utilizes the FOSSA PocketQube platform for dedicated constellations and low-cost in-orbit demonstration; this new competitive platform offers the fastest and easiest access to space on the market at disruptive costs.

Julian Fernandez, CEO of FOSSA Systems said, “We are pleased to be collaborating with WISeKey to initiate the development of a constellation of low-cost IoT satellites allowing all sort of IoT secure communications, a segment of satellite communications that has a huge growth potential.”

Carlos Moreira, CEO and Founder WISeKey said, “This strategic investment in and cooperation with FOSSA Systems brings WISeKey’s cybersecurity and trust technologies to the Space and reinforces interconnection with other elements of the WISeKey Ecosystem platform. We continue to provide our existing clients with innovative solutions and state-of-the-art technologies to secure identities, data, and objects and at the same time seek opportunities to enter new markets across the globe.”

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

About FOSSA Systems

FOSSA Systems is an aerospace company developing picosatellites as a vertically integrated service (satellites <1kg) for LEO. The company offers complete in-house solutions, from design to launch and operations. FOSSA Systems provides satellite systems, launch services, satellite services and offers consulting for their respective development.

FOSSA Systems has developed a standardized picosatellite platform (satellite with a mass less than 1 kg) standardized by combining technological miniaturization with mass production techniques. Our goal is to offer a reference platform for institutions or companies looking to launch their payload into space reliably and quickly, while lowering the barrier to entry and expanding the market customer base. FOSSA Systems is a company that has proven its position in the market through its disruptive technology.

FOSSA Systems, since 2019, has proven flight heritage in space through decoded packets, thanks to our FOSSASAT-1 mission in 2019. Our product offers flexibility and agility never before seen in the market, through the constant evolution and innovation of our satellite platforms.

For more information visit http://Fossa.Systems

Press and investor contacts:

FOSSA SYSTEMS S.L.
Company Contact: Julian Fernandez
Director & CEO
julian@fossa.systems

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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.

WISeKey Acquires 51% of arago’s Share Capital and Signs a Binding Term Sheet to Acquire the 49% Remaining Minority Interest; the Combined Company Becomes a Leader in the Cybersecurity AI-Powered Knowledge Automation Market

WISeKey Acquires 51% of arago’s Share Capital and Signs a Binding Term Sheet to Acquire the 49% Remaining Minority Interest; the Combined Company Becomes a Leader in the Cybersecurity AI-Powered Knowledge Automation Market

 

Obtains Shareholders’ Approval on All Agenda Items of the Extraordinary General Meeting

Zug, Switzerland – February 01, 2021 – WISeKey International Holding Ltd (“WISeKey” or “Company”) (SIX: WIHN, NASDAQ: WKEY), a leading global cybersecurity and IoT company, announced today that its shareholders approved all items on the agenda of the 2021 Extraordinary General Meeting held at the offices of law firm Homburger AG, in Zurich, Switzerland, on January 28, 2021, thereby allowing the Company to move forward, in 2021, with its plan to fully acquire arago GmbH (“arago”).

Thus, following the shareholders’ approval, WISeKey will acquire a controlling 51% share of arago’s capital on or about February 01, 2021. Previous transactions involving shares in arago have determined arago’s net value at around CHF 100 million.

This strategic acquisition reinforces the WISeKey Platform as arago has a large and recurring customer base and its licensing revenue model is expected to bring significant revenue synergies and strengthen WISeKey’s position in the fast-growing Artificial Intelligence of Things (“AIoT”) market. Knowledge Automation and Data platform HIRO™, developed by arago, takes a unique approach to process automation by using AI to autonomously and independently determine how to complete and then automate end-to-end tasks based on real time contextual data. Fully auditable and only using steps defined and approved by the customer, Knowledge Automation delivers significantly higher automation rates at a much lower operational cost.

Shareholders of WISeKey approved all proposals submitted by the Board as follows:

§  The election of Mr. Hans-Christian Boos, arago’s Managing Director and Founder, as a new member of WISeKey’s Board of Directors. Mr. Boos’ strategic input on the AIoT industry will be extremely helpful in completing the business combination of WISeKey and arago and supporting WISeKey in building a strong, integrated, Cybersecure Automation business model.

  • The creation of a special authorized share capital for the issuance of up to 12,327,506 new registered shares, par value CHF 0.05 each (“Class B Shares“), to Mr. Boos, arago’s sole shareholder apart from WISeKey, or companies controlled by him, in exchange for all arago shares directly or indirectly held by Mr. Boos.

Per the binding agreement for the acquisition of arago’s remaining minority interest, the combination of the businesses of WISeKey and arago will be completed through the issuance of WISeKey Class B Shares to arago’s remaining minority shareholder against contribution to WISeKey of all arago shares not yet held by WISeKey. The Board of Directors would only make use of its authority if binding agreements are executed and all conditions precedent to closing are satisfied.

  • An increase of the Board of Directors’ general authority to issue shares out of authorized share capital, in addition to the above-mentioned special authorized share capital for arago’s sole shareholder. The Board of Directors does not currently have specific plans to issue new shares under the proposed general authorization. The Board of Directors believes, however, that providing the flexibility to issue shares quickly strategically benefits the Company and funds any integration costs deriving from the combination of WISeKey and arago.
  • An increase of the Company’s conditional share capital for the issuance of Class B Shares in connection with convertible, exchangeable or exercisable bonds or similar financial instruments and for the issuance of Class B Shares to employees, members of its Board of Directors, consultants and other persons providing services to the Company or one of its group companies under the Company’s existing stock option plan.

The increase in the conditional share capital relating to convertible, exchangeable or exercisable bonds or similar financial instruments is a continuation of the Company’s practice to seek third party equity-linked financing. In the transition and integration period that will follow the acquisition of arago, the Company is likely to require additional external financing to fund integration costs. The ability to issue shares quickly is of strategic importance to negotiate financing facilities.

  • The creation of a conditional share capital on the basis of which the Company would have authority to issue registered shares, par value CHF 0.01, i.e. the Company’s shares not listed on the SIX Swiss Exchange (“Class A Shares“), to members of its Board of Directors and executive management under a new “Class A Share WISeKey Stock Option Plan.” The Board of Directors believes that issuing Class A Shares, which are non-tradeable, will be beneficial to the Company, as it will require directors and executive management members to focus on the long-term strategy and development of the Company.

Carlos Moreira, Founder, Chairman of the Board and CEO of WISeKey, stated: “I would like to thank our valued shareholders for their continued support and the confidence they have placed in us. I trust that the acquisition of arago and the election of Chris to our Board of Directors will allow a quick and efficient combination of our businesses and reinforce our position in the emerging Cybersecure Automation for the AIoT market.”

Hans-Christian Boos, arago’s Managing Director and Founder, and newly-elected member of WISeKey’s Board of Directors, stated: “I am delighted to join WISeKey’s Board and closely work with the team to unlock the significant potentials of Cybersecure Automation following the combination of our businesses. I believe that, together, we will build a broader and stronger foundation for future growth in the AIoT market.”

Peter Ward, member of the Board and CFO of WISeKey, stated: “The combination of WISeKey and arago should fuel revenue growth of the WISeKey group and help us attain higher gross margins. We will dedicate the next few months to the integration of the two businesses in order to rationalize our cost base. This will be a resource-intensive exercise but is essential for our goal to increase profitability.”

About arago:

arago GmbH, Frankfurt am Main (AG Frankfurt, HRB 100909), is a German technology private company which aim is to provide the benefits of Artificial Intelligence to enterprise customers globally through Knowledge Automation. Founded in 1995, the company develops and uses modern technologies such as inference and machine learning in order to automatically operate any business process.

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 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 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.

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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.

WISeKey signs a $15.5 million high growth capital investment agreement with Alpha Blue Ocean to finance the acquisition of arago and integration of Artificial Intelligence on its Cybersecurity platform

 

WISeKey signs a $15.5 million high growth capital investment agreement with Alpha Blue Ocean to finance the acquisition of arago and integration of Artificial Intelligence on its Cybersecurity platform

 

Zug, Switzerland – December 8, 2020 – WISeKey International Holding Ltd (“WISeKey” or “Company”) (SIX: WIHN, NASDAQ: WKEY), a leading global cybersecurity, AI and IoT company, announced today that it has entered into an Agreement for the Issuance and Subscription of Convertible Notes (“Agreement”) with Alpha Blue Ocean to finance the acquisition of arago and integration of Artificial Intelligence on its Cybersecurity platform.

Financing is provided by Alpha Blue Ocean, a dynamic family office with the mission of revolutionizing the financial industry by offering innovative and tailored investments adapted to risk, in the form of convertible notes whereby Alpha Blue Ocean is committed to subscribe up to a maximum of $15.5 million subject to certain conditions over a period of 18 months. Pursuant to the terms of the Agreement, the principal amount of each such loan is repayable by way of conversion into Class B shares, par value CHF 0.05 each, of WISeKey (the “Class B Shares”).

The conversion price is determined by reference to the average of the lowest 5 trading day volume weighted average prices of Class B Shares on the SIX Swiss Exchange over the 20 trading days immediately preceding the conversion. The convertible note facility will be used to finance the acquisition of arago and integration of Artificial Intelligence on its Cybersecurity Platform and may be drawn in tranches depending on the operational and integration corporate requirements. As consideration for Alpha Blue Ocean’s financing commitment, WISeKey has, among other things, issued warrants in a number equal to 15% of the relevant tranches of the loans issued under the agreement at an exercise price of 120% of the prevailing share price before a subscription request by WISeKey, but in any event not lower than CHF 1.50.

“The agreement provides WISeKey access to flexible financing at a reasonable cost during the current COVID-19 crisis and under current market conditions will allow the Company to fully acquire arago and reinforce its technological offering, increase its revenue and market share,” says Carlos Moreira, Founder and CEO of WISeKey.

“We are excited to invest in WISeKey which we consider an emerging leader in the rapidly expanding market of Artificial Intelligence & Cybersecurity. We believe the acquisition of arago will foster strategic synergies alongside its cyber security and loT solutions. We are proud to partner up with Wisekey by financing this transaction,” adds Pierre Vannineuse, CEO of Alpha Blue Ocean.

About Alpha Blue Ocean:
Created in 2017 by Pierre Vannineuse, Hugo Pingray and Amaury Mamou-Mani, Alpha Blue Ocean is a young and dynamic family office with the mission of revolutionizing the financial industry by offering innovative and tailored investments adapted to risk.

Alpha Blue Ocean operates through a direct, rational and efficient approach in providing alternative financing solutions through PIPE (Private Investments in Public Equities) deals. ABO has made notable investments in companies such as AB Science (AB:FP), Erytech (ERYP:US), Intrasense (ALINS:FP), and DBT Group (ALDBT:FP), among others.

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 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 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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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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