Sealsq enters warrant exercise transaction for $69M in gross proceeds

SEALSQ (LAES) entered into an agreement with several institutional investors, led by Heights Capital Management, Inc., that are existing holders of its warrants wherein the investors agreed to exercise the entirety of the Company’s 15,000,000 outstanding Class A Black Scholes Warrants issued in July 2025, to purchase an aggregate of 15,000,000 ordinary shares for cash at the exercise price of $4.60 per share . The gross proceeds of the exercise of the Existing Warrants to the Company, before deducting estimated expenses and fees, are expected to be approximately $69M, In consideration for the immediate exercise of the Existing Warrants for cash, the exercising holders will receive, in addition to the specified aggregate 15,000,000 ordinary shares, new Class C Warrants to purchase up to an aggregate of 26,250,000 ordinary shares. The New Warrants will be immediately exercisable for one ordinary share at an exercise price of $5.10 per share and will expire seven years from the issuance date. Additionally, the Company agrees to amend the Existing Warrants to provide for the issuance of ordinary shares or pre-funded warrants, at the option of the holder, upon the exercise of the Existing Warrants, if, as a result of the exercise of the Existing Warrants, the holder’s beneficial ownership of the Company’s ordinary shares would exceed such holder’s beneficial ownership blocker election as set forth in its Existing Warrants immediately following such exercise. Maxim Group LLC acted as warrant inducement agent and Cantor Fitzgerald & Co. and Maxim Group LLC acted as financial advisors in connection with the transaction.