UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________________________________________________________________
FORM 20-F/A
(Amendment No. 1)
____________________________________________________________________________________________________
(Mark One)
o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
or
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2019
or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
or
o | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from_____________________ to_____________________.
Commission file number: 001-39115
____________________________________________________________________________________________________
WISEKEY INTERNATIONAL HOLDING AG
(Exact name of Registrant as specified in its charter)
____________________________________________________________________________________________________
WISEKEY INTERNATIONAL HOLDING LTD
(Translation of Registrant's name into English)
____________________________________________________________________________________________________
Canton of Zug, Switzerland |
(Jurisdiction of incorporation or organization) |
General-Guisan-Strasse 6
CH-6300 Zug, Switzerland
(Address of principal executive offices)____________________________________________________________________________________________________
Peter Ward
Chief Financial Officer
WISeKey International Holding AG
General-Guisan-Strasse 6
CH-6300 Zug, Switzerland
Tel: +41-22-594-3000
Fax: +41-22-594-3001
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Copies to:
Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
Tel: (212) 336-2000
____________________________________________________________________________________________________
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class | Trading Symbols | Name of each exchange and on which registered | ||
American Depositary Shares, each representing five Class B Shares, par value CHF 0.05 per share* | WKEY | The Nasdaq Stock Market LLC |
____________________
*Not for trading, but only in connection with the registration of the American Depositary Shares.
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 40,021,988 Class A Shares and 27,621,895 Class B Shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNo ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or (15)(d) of the Securities Exchange Act of 1934. Yeso No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ Noo
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "accelerated filer," "large accelerated filer" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filero | Accelerated Filero | Non-Accelerated Filero
| ||
Emerging Growth Company ☒
|
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.o
† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☒ | International Financial Reporting Standards as issued by the International Accounting Standards Boardo | Othero |
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17o Item 18o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesoNo ☒
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yeso Noo
Explanatory Note
WISeKey International Holding AG (the “Company”) is filing this Amendment No. 1 (this “Amendment No. 1”) to its Annual Report on Form 20-F for the fiscal year ended December 31, 2019 (the “Form 20-F”), which was filed with the Securities and Exchange Commission on March 13, 2020, for purposes of filing the Interactive Data File (as defined in Rule 11 of Regulation S-T) with respect to the audited consolidated financial statements of the Company and its consolidated subsidiaries for that fiscal year as Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 was not previously filed in the Form 20-F in reliance on the 30-day grace period provided under Rule 405(a)(2)(ii) of Regulation S-T.
Except as set forth above, this Amendment No. 1 does not modify or update any of the disclosures in the Form 20-F. This Amendment No. 1 speaks as of the time of filing of the Form 20-F and does not reflect events that may have occurred subsequent to such filing.
Item 19. Exhibits
The following exhibits are filed as a part of this Amendment No.1:
Index to Exhibits
Exhibit No. | Description |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Scheme Linkbase Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing of Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
WISEKEY INTERNATIONAL HOLDING AG | ||||
By: | /s/ Carlos Moreira | /s/ Peter Ward | ||
Carlos Moreira | Peter Ward | |||
Chief Executive Officer | CFO | |||
Date: April 9, 2020 |