WISeKey Announces Public Filing of Registration Statement Relating to Proposed Spin-off of its Semiconductor Business

WISeKey Announces Public Filing of Registration Statement Relating to Proposed Spin-off of its Semiconductor Business

Geneva, Switzerland, February 13, 2023 – Ad-Hoc announcement pursuant to Art. 53 of SIX Listing Rules– WISeKey International Holding Ltd (NASDAQ: WKEY / SIX: WIHN) (“WISeKey” or the “Company”), a leading Swiss cybersecurity, AI and IoT company announced today that, through a wholly-owned subsidiary, SEALSQ Corp, it has publicly filed a registration statement on Form F-1 pursuant to the Securities Act of 1933 with the U.S. Securities and Exchange Commission ( “SEC”) to effect a partial spin-off of SEALSQ Corp (“SEALSQ”), currently a wholly-owned subsidiary that acts as the holding company for our semiconductor business. SEALSQ is in the process of applying to have its Ordinary Shares listed on the Nasdaq Global Market under the ticker symbol “LAES”.

WISeKey proposes to distribute 20% of SEALSQ’s outstanding Ordinary Shares, to holders of WISeKey Class B Shares, including holders of WISeKey ADSs, and to holders of WISeKey Class A Shares, in each case as a partial spin-off distribution as a dividend in kind to such holders. WISeKey will initially retain 100% ownership of SEALSQ’s Class F Shares. The transaction is expected to be completed around the beginning of the second quarter of 2023, and remains subject to the applicable approvals and conditions to the transaction being satisfied or waived, including but not limited to, the Form F-1 being declared effective by the SEC, the approval of the listing of SEALSQ’s Ordinary Shares on the Nasdaq Global Market and the approval of the spin-off distribution by the WISeKey shareholders at an Extraordinary General Meeting. There can be no assurance that the transaction will occur, or if one does, its terms or timing.

SEALSQ is dedicated to advancing the field of post-quantum computing, making it accessible to a wide range of industries that are already using our semiconductors, and it is enabling advances in communications, computing, healthcare, military systems, transportation, clean energy, and countless other applications.

The WISeKey board of directors believes that a partial spin-off of its global semiconductor business presents a significant market opportunity to investors in light of both the current market and increased cybersecurity regulation.

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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 Secures 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 contacts:

WISeKey International Holding Ltd
Company Contact:  Carlos Moreira
Chairman & CEO
Tel: +41 22 594 3000
WISeKey Investor Relations (US)
Contact:  Lena Cati
The Equity Group Inc.
Tel: +1 212 836-9611

Disclaimer:
This communication expressly or implicitly contains certain forward-looking statements concerning WISeKey International Holding Ltd and its business. 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 benefits and costs of the intended spin-off transaction, the expected timing of the completion of the spin-off transaction and the transaction terms, SEALSQ’s ability to implement its growth strategies, SEALSQ’s ability to continue beneficial transactions with material parties, including a limited number of significant customers; market demand and semiconductor industry conditions; the approval of SEALSQ’s listing of its Ordinary Shares on NASDAQ and the risks discussed in our and SEALSQ’s filings with the SEC. Risks and uncertainties are further described in reports filed by WISeKey and SEALSQ with the U.S. Securities and Exchange Commission.

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, or referenced documents, do not constitute an offer to sell, or a solicitation of an offer to buy, any securities, and do not constitute an offering prospectus within the meaning of the Swiss Financial Services Act of June 15, 2018, as amended (“FinSA”) or advertising within the meaning of the FinSA. Investors must rely on their own evaluation of WISeKey and their subsidiaries, including SEALQ and their 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 or its subsidiaries, including SEALQ.

The registration statement referred to above, including the prospectus contained therein, constitutes a foreign prospectus within the meaning of article 54 paras. 2 and 3 of the FinSA and article 70 paras. 2-4 of the Swiss Financial Services Ordinance of November 6, 2019, as amended.

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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 Announces FY 2022 Preliminary Revenues of $25.6 Million, a 15% Increase from FY 2021, Despite the Divestiture of arago

WISeKey Announces FY 2022 Preliminary Revenues of $25.6 Million, a 15% Increase from FY 2021, Despite the Divestiture of arago

Semiconductor FY 2022 revenues increased to $23.2 million, or 38% as compared to FY 2021

WISeKey’s strong backlog of $36 million for IoT products stretches into 2024

Geneva, Switzerland, January 13, 2023 – Ad-Hoc announcement pursuant to Art. 53 of SIX Listing Rules– WISeKey International Holding Ltd (NASDAQ: WKEY / SIX: WIHN) (“WISeKey” or the “Company”), a leading Swiss cybersecurity, AI and IoT company announced today its preliminary unaudited revenues for the year ended December 31, 2022. Consolidated revenues for FY 2022 were $25.6 million, increasing by 15% as compared to $22.3 million reported for FY 2021. The increase was achieved despite the divestiture of arago and it was mainly due to higher revenues from our semiconductors segment, which reported revenues of $23.2 million for the year.

Carlos Moreira, WISeKey’s Founder and CEO noted, “Since the beginning of 2021, demand for our IoT semiconductor products has been unprecedented and has reached a point that we are now sitting on a solid backlog of purchase orders totaling $36 million. While supply chain shortages in the semiconductor sector are not expected to continue in this coming year, we are well positioned to continue our growth due to our healthy backlog and growing pipeline of new opportunities which is now over $100 million.”

Mr. Moreira continued, “Our strong backlog has given us a great building block that allows our sales team to focus on new opportunities to expand our customer base and geographic footprint. As a result, we expect to see a significant increase in the number of customers served by WISeKey in this sector by 2023 / 2024.”

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 Secures 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 contacts:

WISeKey International Holding Ltd
Company Contact:  Carlos Moreira
Chairman & CEO
Tel: +41 22 594 3000
WISeKey Investor Relations (US)
Contact:  Lena Cati
The Equity Group Inc.
Tel: +1 212 836-9611

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.

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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 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
WISeKey Investor Relations (US)
Contact: Lena Cati
The Equity Group Inc.
Tel: +1 212 836-9611

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.


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