WISeKey International Holding Ltd. - The SiLLC Assembly

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	2022	2021
Operating loss as reported	(6.6)	(8.3)
Net income attributable to WISeKey as reported	2.4	(4.3)

Non-GAAP	2021	2020
Total revenue	12.6	9.9
Total gross profit	5.6	3.6
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 cash	22.9	34.3

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

	6 months ended June 30,	6 months ended June 30,
USD’000	2022 (unaudited)	2021 (unaudited)

Net sales	10,840	7,802
Cost of sales	(6,305)	(4,304)
Depreciation of production assets	240	(390)
Gross profit	4,775	3,108

Other operating income	33	114
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 income	2,795	6,781
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 operations	1,805	2,142
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 operations	25	57
Gain on disposal of a business, net of tax on disposal	11,801	–
Income / (loss) on discontinued operations	7,379	(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 AG	2,435	(4,341)

Earnings per share from continuing operations
Basic	(0.07)	(0.04)
Diluted	(0.07)	(0.04)
Earnings per share from discontinued operations
Basic	0.07	(0.05)
Diluted	0.07	(0.05)

Earning per share attributable to WISeKey International Holding AG
Basic	0.02	(0.07)
Diluted	0.02	(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 period	1,156	–
Defined benefit pension plans:
Net gain (loss) arising during period	90	140
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’000	2022 (unaudited)	2021
ASSETS
Current assets
Cash and cash equivalents	22,818	34,201
Restricted cash, current	105	110
Accounts receivable, net of allowance for doubtful accounts	30,344	2,979
Notes receivable from employees and related parties	66	68
Inventories	4,189	2,710
Prepaid expenses	792	1,198
Current assets held for sale	–	689
Other current assets	927	555
Total current assets	59,241	42,510

Noncurrent assets
Notes receivable, noncurrent	182	190
Deferred income tax assets	1	1
Deferred tax credits	1,073	848
Property, plant and equipment net of accumulated depreciation	743	573
Intangible assets, net of accumulated amortization	103	105
Finance lease right-of-use assets	130	171
Operating lease right-of-use assets	2,661	2,941
Goodwill	8,317	8,317
Equity securities, at cost	460	501
Equity securities, at fair value	1	1
Noncurrent assets held for sale	–	32,391
Other noncurrent assets	241	256
Total noncurrent assets	13,912	46,295
TOTAL ASSETS	73,153	88,805

LIABILITIES
Current Liabilities
Accounts payable	13,482	14,786
Notes payable	4,193	4,206
Convertible note payable, current	800	–
Deferred revenue, current	199	92
Current portion of obligations under finance lease liabilities	4	55
Current portion of obligations under operating lease liabilities	567	595
Income tax payable	7	11
Current liabilities held for sale	–	4,567
Other current liabilities	331	439
Total current liabilities	19,583	24,751

Noncurrent liabilities
Bonds, mortgages and other long-term debt	393	458
Convertible note payable, noncurrent	31	9,049
Deferred revenue, noncurrent	37	100
Operating lease liabilities, noncurrent	2,197	2,468
Employee benefit plan obligation	4,669	4,769
Other deferred tax liabilities	59	62
Noncurrent liabilities held for sale	–	5,712
Other noncurrent liabilities	3	57
Total noncurrent liabilities	7,389	22,675
TOTAL LIABILITIES	26,972	47,426


Commitments and contingent liabilities

SHAREHOLDERS’ EQUITY
Common stock – Class A	400	400
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 B	5,334	4,685
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 capital	277,376	268,199
Accumulated other comprehensive income / (loss)	1,312	1,407
Accumulated deficit	(235,724)	(238,160)
Total shareholders’ equity attributable to WISeKey shareholders	48,327	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$)	2022	2021
Net sales as reported	10.8	7.8
Net sales from discontinued operations as reported	1.8	2.1
Total revenue	12.6	9.9
Gross profit as reported	4.8	3.1
Gross profit from discontinued operations as reported	0.8	0.5
Total gross profit	5.6	3.6
Operating loss as reported	(6.6)	(8.3)
Non-GAAP adjustments from continuing operations:
Depreciation expense	0.1	0.5
Amortization expense on intangibles	–	0.1
EBITDA	(6.5)	(7.7)
Non-GAAP adjustments from continuing operations:
Expenses settled in equity	0.1	–
M&A-related legal fees	0.8	0.6
M&A-related professional fees	0.1	–
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 reported	22.8	34.2
Restricted cash, current as reported	0.1	0.1
Total Cash and restricted cash	22.9	34.3
* 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 Announces the Sale of its 51% Stake in ARAGO for EUR 25.5 Million

WISeKey Announces the Sale of its 51% Stake in ARAGO for EUR 25.5 Million

April 25, 2022 12:30 ET | Source: Wisekey International Holding SA

WISeKey Announces the Sale of its 51% Stake in ARAGO for EUR 25.5 Million

WISeKey Realizes More than 5x Return on Initial Cash Investment in Arago While Preserving Strategic Cooperation on AI for IoT Applications

Geneva, Switzerland – April 25, 2022 – 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 global cybersecurity, AI, Blockchain and IoT company, today announced the sale of its 51% stake in arago, a German Artificial Intelligence (“AI”) Platform company, after having received assurances about the source and the timing of the funding.

In August 2020, WISeKey and arago started a combined journey to conquer the application of AI in the IoT space. After a careful consideration, due to different business approaches and go to market strategies for WISeKey’s and arago’s Automation platform, a decision was made to separate the companies while keeping the strategic partnership and technology integration WISeAI intact.

WISeKey is selling its 51% stake in arago back to a German consortium of investors led by arago’s founder through his investment company, OGARA GmbH, for EUR 25.5 million, which is over 5 times the initial investment made by WISeKey to acquire its 51% stake. WISeKey signed a Share Purchase and Transfer Agreement on March 14, 2022 and, as stated in the Annual Report, this Agreement was only effective upon the Company receiving sufficient proof of the availability of the funding.

Since its acquisition, WISeKey has made significant investments to explore the integration of arago AI with WISeKey’s Trust and IoT applications. When taking into account these investments, the net cash proceeds from the sale to WISeKey is EUR 17 million.

The continuing partnership between WISeKey and arago will ensure that both companies can use each other’s technology to add to their businesses. For WISeKey this means having the license to use HIRO AI as part of the IoT solutions offered to its customer base. WISeKey’s certification ability and trust platform will make arago’s platform more secure and allow the application of enterprise AI with less pre-requirements of data. Both companies will continue working together on the increasing adoption of AI and IoT convergence as one of the primary factors that is driving the growth of the IoT market. Over the past five years, a rapid surge in the adoption of AI IoT cloud services has been witnessed. It is driven by its capabilities to provide enterprise-wide array of resources they can utilize to scale, orchestrate, and support their operations.

“The business combination has now evolved into a strategic partnership to deploy WISeAI,” said Carlos Moreira, WISeKey’s CEO. “After finding good technical integration of assets, the challenges of and required investment in maintaining both WISeKey and arago operations under one roof neither justified the increased overhead nor allowed us to fully deploy the valuation potential in both companies.”

“The sale of arago whilst retaining a strategic partnership makes complete sense for both parties,” said Peter Ward, WISeKey’s CFO. “The immediate benefit to WISeKey will be a significant reduction in our cash burn, whilst providing us with an influx of funds to support future business development in the areas of Cybersecurity, IoT and NFT technologies. This sale will also reduce our operational losses and enable us to move faster towards profitability.”

Following the sale, all WISeKey options given to Hans-Christian Boos to exchange his remaining 49% in arago representing 12.3 million WISeKey Class B shares will be cancelled and returned back to WISeKey as part of the deal thus reducing substantially the dilution for WISeKey shareholders. Hans-Christian Boos will also step down as board member of WISeKey to be replaced by an industry expert focused on WISeKey’s IoT Cybersecurity solutions.

A separate announcement on the details of the future strategic cooperation between WISeKey and arago will follow in due time.

Mr. Moreira added, “With AI being the driver of the post-industrial world, we were able to make a great return on our investment and we are on track to making AI an important building block in our solutions though the strategic partnership with arago deploying the WISeAI solution.”

About arago

arago GmbH, (AG Frankfurt, HRB 100909) is a German technology leader providing the benefits of Artificial Intelligence to enterprise customers globally through Knowledge Automation. Founded in Frankfurt am Main 1995 the company uses cutting edge AI algorithms 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 1.6 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 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.

WISeKey Reports FY 2021 Audited Consolidated Financial Results

WISeKey Reports FY 2021 Audited Consolidated Financial Results

Schedules conference call for Friday, April 29 at 3:00 pm CET (9:00 am ET)

Revenue growth: 51% increase in FY 2021 revenue to $22.3 million, as compared to $14.8 million in FY 2020.
Increase in gross profit margin: FY 2021 gross profit margin increased to 41% from 37% in FY 2020.
Strong cash position: cash and cash equivalents together with restricted cash increased to $34.4 million at December 31, 2021, from $21.8 million at December 31, 2020.

Geneva, Switzerland, April 14, 2022 – Ad-Hoc announcement pursuant to Art. 53 of SIX Listing Rules– WISeKey International Holding Ltd. (NASDAQ: WKEY / SIX: WIHN) (“WISeKey” or the “Company” or the “Group”), a leading cybersecurity and IoT company, announced today its audited consolidated financial results for full year (FY) 2021 (period ended December 31, 2021).

Carlos Moreira, WISeKey’s Founder and CEO, noted, “In 2021, demand for WISeKey’s products and services substantially increased. With a 51% increase in revenue, the Group is back on its growth path, supported by investments in R&D aiming to remain at the edge of technology, and investments focused on strengthening our sales force. A large part of our revenue increase came from the new AI revenue stream after the acquisition of a 51% controlling interest in arago GmbH (“arago”) in February 2021. During the year, we invested significantly in arago to streamline its operations and to try to get the company to improve its operational efficiencies.”

Mr. Moreira added, “2022 is set to be another strong year for WISeKey on several fronts. Demand for our IoT products remains very high and we have already started scheduling deliveries for 2023. While we continue to face semiconductors supply chain shortages, we are looking at every option to further shorten customer delivery times. WISeKey is positioning itself as a strong, reliable and customer-focused supplier. We are progressing well on our two new revenue streams with the launch of the first WISeSaT PocketQube Satellite in January 2022 and the expansion of the NFT portfolio available on our WISe.ART NFT platform which already includes over 300 artists.”

As regards to operational costs, in 2022 we will continue to invest strongly in research and development, following $7.0 million of investments made in 2021, as we have re-focused our efforts on software components that form the USP for our IoT products.

The final significant movement on the balance sheet is the increase in the balance of our convertible notes, which relates to the issuance of two new convertible bonds for a total of $22 million in June 2021. This balance has been currently reduced to just over $10 million, and under the terms of the agreement, we have an additional $11.5 million available to draw down.

WISeKey’s FY21 audited consolidated financial results are available at https://www.wisekey.com/company/investors/financial-reports/.

2021 KEY FINANCIAL AND OPERATIONAL HIGHLIGHTS:

Revenue growth: 51% increase in revenue to $22.3 million for FY 2021, compared to $14.8 million in FY 2020.
Increase in gross profit margin: FY 2021 gross profit margin increased to 41% from 37% in FY 2020.
Strong cash position: cash and cash equivalents together with restricted cash increased to $34.4 million at December 31, 2021, from $21.8 million at December 31, 2020.
Acquired 51% controlling interest in arago GmbH (arago) on February 1, 2021: arago’s leading technology provides AI to enterprises, globally, through Knowledge Automation provides WISeKey with an opportunity to approach the fast-growing AIoT market. The combination of arago’s AI based Knowledge Automation and Data platform HIRO and WISeKey’s Cybersecurity, European Root of Trust and IoT/semiconductors technologies creates the AIoT offering that integrates semiconductors, smart sensors, IoT systems, Artificial Intelligence and a data cloud to deliver to customers a unique offering to power innovation and digital transformation. Using WISeKey’s cybersecurity technology and IoT network, data will be collected in HIRO where it can be processed and through automation acted upon in real time in a highly secure environment.
Development and launch of the WISe.ART NFT auction platform: an innovative platform where WISeKey adds identification to the emerging NFT trade market, therefore ensuring that NFTs sold on its platform are genuine. Our WISe.ART NFT platform provides the most secure and scalable blockchain back-end for creating real digital twins for valuable objects and trading high-value NFTs from the collectible and luxury space, incorporating vetting, provenance, proof of ownership, and follow-on monetization control into the NFTs. The revenue streams arising from WISeArt will be split across two key areas.
- Firstly, we are charging commissions on the sales that are carried out on the WISeArt platform. This is a percentage of the total sale and will depend upon multiple factors but, ultimately, will be a relatively straight-forward revenue transaction.
- Secondly, we are offering a white label version of the WISeArt platform that can be taken by clients that wish to have their own branded platform for auctions and sales. Here we would generate a one-off fee for the platform sale, as well as fees for the set-up and installation, with an ongoing hosting, maintenance and support packages being added with a separate annual fee. Our intention is that, with the hosting still being carried out by WISeKey, commission fees would also still apply to the sales on the platform.

2022 KEY GROWTH AREAS

The launch of the WISe.ART NFT platform in 2021 is expected to provide new WISe.ART revenue streams in the shape of commissions on the sales carried out on the platform, and the sale of a white label version of the WISe.ART platform for clients that wish to have their own branded platform for auctions and sales.
The launch of the first WISeSaT PocketQube Satellite in January 2022 is the result of the investment of WISeKey in FOSSA Systems to integrate their picosatellite technology into the WISeKey IoT Connect & Trust model and improve IoT communication in remote and poor connectivity areas.
New strategic partnerships to strengthen its position as IoT cybersecurity provider and to develop new use cases based on our established technologies (refer to page 29 of the financial report for details).
Investments in post-quantum cryptography that are resistant against quantum cryptanalysis so as to anticipate future cybersecurity threats, working in collaboration with the American National Institute of Standards and Technology (NIST) and the European Union Agency for Cybersecurity (ENISA).
Planned significant investment into new equipment to increase the production volume of semiconductors.
Investment in R&D to expand its patent portfolio.

FY 2021 RESULTS CONFERENCE CALL
Carlos Moreira, CEO and Peter Ward, CFO will host a conference call on Friday, April 29, 2022, at 3:00 p.m. CET / 9:00 a.m. ET to discuss these results, recent business developments and growth initiatives. A Q&A session will follow the prepared remarks.

Interested parties may participate in the call by dialing:

United States (Toll)	877-445-9755
United States (Toll Free)	201-493-6744
Spain (fixed) ATT:	900 834 236
Spain (mobile) ATT:	900 834 876
United Kingdom (fixed) ATT:	0 800 756 3429
France (fixed) ATT /excl. Monaco:	0 800 912 848
Switzerland (fixed) ATT:	0 800 835 525
Switzerland (mobile) ATT:	0 800 891 374
Italy (fixed) ATT:	800 791 612
Italy (mobile) ATT:	800 796 508
Netherlands (fixed) ATT:	0 800 023 4340
Netherlands (mobile) ATT:	0 800 022 3580
Germany (fixed) ATT:	0 800 182 0040
Germany (mobile) ATT:	0 800 184 4713

To access the call, please dial-in approximately five minutes before the start time. The call will also be simultaneously webcasted over the Internet via this link and such link will also be made available in the “Investor Relations” section of WISeKey’s website http://wisekey.com/investors/.

An archived version of the webinar will be available on WISeKey’s website following the live presentation. For any questions regarding the event, please email Lcati@equityny.com.

ADDITIONAL FINANCIAL & OPERATIONAL DATA

FY 2021 Key Financials – WISeKey Group

(Million US$)
US GAAP	2021	2020
Net sales	22.3	14.8
Gross profit	9.1	5.5
Operating loss as reported	(26.7)	(18.5)
Net income attributable to WISeKey as reported	(20.3)	(28.7)

Non-GAAP	2021	2020
EBITDA	(25.7)	(16.9)
Adjusted EBITDA	(20.7)	(15.8)

Total Cash and restricted cash	34.4	21.8

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

	12 months ended December 31,
USD’000	2021	2020	2019

Net sales	22,258	14,779	22,652
Cost of sales	(12,869)	(8,578)	(12,871)
Depreciation of production assets	(301)	(736)	(325)
Gross profit	9,088	5,465	9,456

Other operating income	183	43	180
Research & development expenses	(7,007)	(6,012)	(6,422)
Selling & marketing expenses	(10,226)	(7,355)	(7,929)
General & administrative expenses	(18,726)	(10,673)	(15,789)
Total operating expenses	(35,776)	(23,997)	(29,960)
Operating loss	(26,688)	(18,532)	(20,504)

Non-operating income	8,638	1,127	1,918
Debt conversion expense	(325)
Gain on derivative liability	–	44	214
Gain / (loss) on debt extinguishment	–	–	(233)
Interest and amortization of debt discount	(1,057)	(458)	(742)
Non-operating expenses	(4,755)	(11,079)	(3,670)
Loss from continuing operations before income tax expense	(24,187)	(28,898)	(23,017)

Income tax expense	93	(9)	(13)
Loss from continuing operations, net	(24,094)	(28,907)	(23,030)

Discontinued operations:
Net sales from discontinued operations	–	–	1,934
Cost of sales from discontinued operations	–	–	(791)
Total operating and non-operating expenses from discontinued operations	–	–	(1,801)
Income tax recovery from discontinued operations	–	–	42
Gain on disposal of a business, net of tax on disposal	–	–	31,100
Income / (loss) on discontinued operations	–	–	30,484

Net income / (loss)	(24,094)	(28,907)	7,454

Less: Net income / (loss) attributable to noncontrolling interests	(3,754)	(248)	(733)
Net income / (loss) attributable to WISeKey International Holding AG	(20,340)	(28,659)	8,187

Earnings per share
Earnings from continuing operations per share – Basic	(0.34)	(0.68)	(0.64)
Earnings from continuing operations per share – Diluted	(0.34)	(0.68)	(0.64)

Earnings from discontinued operations per share – Basic	–	–	0.84
Earnings from discontinued operations per share – Diluted	–	–	0.81

Earning per share attributable to WISeKey International Holding AG
Basic	(0.28)	(0.67)	0.23
Diluted	(0.28)	(0.67)	0.23

Other comprehensive income / (loss), net of tax:
Foreign currency translation adjustments	(1,534)	1,729	516
Change in unrealized gains related to available-for-sale debt securities	1,965	5,385	–
Defined benefit pension plans:
Net gain (loss) arising during period	1,572	1,189	(2,199)
Reclassification adjustments	(7,350)	–	–
Other comprehensive income / (loss)	(5,347)	8,303	(1,683)
Comprehensive income / (loss)	(29,441)	(20,604)	5,771

Other comprehensive income / (loss) attributable to noncontrolling interests	186	(95)	(127)
Other comprehensive income / (loss) attributable to WISeKey International Holding AG	(5,533)	8,398	(1,556)

Comprehensive income / (loss) attributable to noncontrolling interests	(3,567)	(343)	(860)
Comprehensive income / (loss) attributable to WISeKey International Holding AG	(25,874)	(20,261)	6,631

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

Consolidated Balance Sheets [as reported]

	As at December 31,
USD’000	2021	2020
ASSETS
Current assets
Cash and cash equivalents	34,249	19,650
Restricted cash, current	110	2,113
Accounts receivable, net of allowance for doubtful accounts	3,261	2,900
Notes receivable from employees	68	37
Available-for-sale debt security	–	9,190
Inventories	2,710	2,474
Prepaid expenses	1,435	649
Deferred charges, current	–	836
Other current assets	677	814
Total current assets	42,510	38,663

Noncurrent assets
Notes receivable, noncurrent	190	183
Deferred income tax assets	6	3
Deferred tax credits	848	1,312
Property, plant and equipment net of accumulated depreciation	587	1,000
Intangible assets, net of accumulated amortization	9,186	9
Finance lease right-of-use assets	171	246
Operating lease right-of-use assets	3,706	2,502
Goodwill	30,841	8,317
Deferred charges, noncurrent	–	169
Equity securities, at cost	501	–
Equity securities, at fair value	1	301
Other noncurrent assets	258	176
Total noncurrent assets	46,295	14,218
TOTAL ASSETS	88,805	52,881

LIABILITIES
Current Liabilities
Accounts payable	16,448	13,099
Notes payable	6,249	4,115
Convertible note payable, current	–	5,633
Deferred revenue, current	487	302
Current portion of obligations under finance lease liabilities	55	119
Current portion of obligations under operating lease liabilities	950	601
Income tax payable	11	3
Other current liabilities	552	1,105
Total current liabilities	24,752	24,977

Noncurrent liabilities
Bonds, mortgages, convertible note payable and other long-term debt	458	646
Convertible note payable, noncurrent	9,049	3,710
Deferred revenue, noncurrent	100	19
Finance lease liabilities, noncurrent	–	67
Operating lease liabilities, noncurrent	2,878	1,901
Indebtedness to related parties, noncurrent	2,395	–
Employee benefit plan obligation	4,769	6,768
Deferred income tax liability	2,906	–
Other deferred tax liabilities	62	38
Other noncurrent liabilities	57	329
Total noncurrent liabilities	22,674	13,478
TOTAL LIABILITIES	47,426	38,455

SHAREHOLDERS’ EQUITY
Common stock – Class A	400	400
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 B	4,685	2,490
CHF 0.05 par value
Authorized – 138,058,468 and 63,234,625
Issued – 88,120,054 and 47,622,689
Outstanding – 80,918,390 and 42,839,554
Share subscription in progress	–	1
Treasury stock, at cost (7,201,664 and 4,783,135 shares held)	(636)	(505)
Additional paid-in capital	268,199	224,763
Accumulated other comprehensive income / (loss)	1,407	6,940
Accumulated deficit	(238,160)	(217,820)
Total shareholders’equity attributable to WISeKey shareholders	35,895	16,269
Noncontrolling interests in consolidated subsidiaries	5,484	(1,843)
Total shareholders’equity	41,379	14,426
TOTAL LIABILITIES AND EQUITY	88,805	52,881

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

Non-GAAP to GAAP Reconciliations

Financial Reconciliation of GAAP to non-GAAP Results (unaudited)	12 months to December 31,
(Million US$)	2021	2020
Operating loss as reported	(26.7)	(18.5)
Non-GAAP adjustments:
Depreciation expense	0.5	1.0
Amortization expense on intangibles	0.5	0.6
EBITDA	(25.7)	(16.9)
Non-GAAP adjustments:
Stock-based compensation	3.8	0.4
Expenses settled in equity	0.1	–
M&A-related legal fees	0.9	0.5
M&A-related professional fees	–	0.1
Listing-related professional fees	0.1	0.1
Adjusted EBITDA	(20.7)	(15.8)

GAAP to Non-GAAP Cash and Cash Equivalents	As of December 31,
(Million US$)	2021	2020
Cash and cash equivalents as reported	34.3*	19.7
Restricted cash, current as reported	0.1	2.1
Total Cash and restricted cash	34.4	21.8
* Rounded up

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 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.