Cover
Cover | 12 Months Ended |
Dec. 31, 2021shares | |
Entity Addresses [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Document Period End Date | Dec. 31, 2021 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2021 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 001-39115 |
Entity Registrant Name | Wisekey International Holding S.A. |
Entity Central Index Key | 0001738699 |
Entity Incorporation, State or Country Code | V8 |
Entity Address, Address Line One | General-Guisan-Strasse 6 |
Entity Address, City or Town | Zug |
Entity Address, Country | CH |
Entity Address, Postal Zip Code | 6300 |
Title of 12(b) Security | American Depositary Shares, each representing five |
Trading Symbol | WKEY |
Security Exchange Name | NASDAQ |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Auditor Name | BDO AG |
Auditor Location | Zurich, Switzerland |
Auditor Firm ID | 5988 |
Common Shares - Class A | |
Entity Addresses [Line Items] | |
Entity Common Stock, Shares Outstanding | 40,021,988 |
Common Shares - Class B | |
Entity Addresses [Line Items] | |
Entity Common Stock, Shares Outstanding | 80,918,390 |
Business Contact | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | General-Guisan-Strasse 6 |
Entity Address, City or Town | Zug |
Entity Address, Country | CH |
Entity Address, Postal Zip Code | 6300 |
Country Region | 41 |
City Area Code | 22 |
Local Phone Number | 594-3000 |
Contact Personnel Name | Peter Ward |
Contact Personnel Fax Number | 594-3001 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income/(Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
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 | 0 | 44 | 214 |
Gain / (loss) on debt extinguishment | 0 | 0 | (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 | 0 | 0 | 1,934 |
Cost of sales from discontinued operations | 0 | 0 | (791) |
Total operating and non-operating expenses from discontinued operations | 0 | 0 | (1,801) |
Income tax recovery from discontinued operations | 0 | 0 | 42 |
Gain on disposal of a business, net of tax on disposal | 0 | 0 | 31,100 |
Income / (loss) on discontinued operations | 0 | 0 | 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 | 0 | 0.84 |
Earnings from discontinued operations per share - Diluted | 0 | 0 | 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 | 0 |
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 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 34,249,000 | $ 19,650,000 |
Restricted cash, current | 110,000 | 2,113,000 |
Accounts receivable, net of allowance for doubtful accounts | 3,261,000 | 2,900,000 |
Notes receivable from employees | 68,000 | 37,000 |
Available-for-sale debt security | 9,190,000 | |
Inventories | 2,710,000 | 2,474,000 |
Prepaid expenses | 1,435,000 | 649,000 |
Deferred charges, current | 836,000 | |
Other current assets | 677,000 | 814,000 |
Total current assets | 42,510,000 | 38,663,000 |
Noncurrent assets | ||
Notes receivable, noncurrent | 190,000 | 183,000 |
Deferred income tax assets | 6,000 | 3,000 |
Deferred tax credits | 848,000 | 1,312,000 |
Property, plant and equipment net of accumulated depreciation | 587,000 | 1,000,000 |
Intangible assets, net of accumulated amortization | 9,186,000 | 9,000 |
Finance lease right-of-use assets | 171,000 | 246,000 |
Operating lease right-of-use assets | 3,706,000 | 2,502,000 |
Goodwill | 30,841,000 | 8,317,000 |
Deferred charges, noncurrent | 169,000 | |
Equity securities, at cost | 501,000 | |
Equity securities, at fair value | 1,000 | 301,000 |
Other noncurrent assets | 258,000 | 176,000 |
Total noncurrent assets | 46,295,000 | 14,218,000 |
TOTAL ASSETS | 88,805,000 | 52,881,000 |
Current Liabilities | ||
Accounts payable | 16,448,000 | 13,099,000 |
Notes payable | 6,249,000 | 4,115,000 |
Convertible note payable, current | 5,633,000 | |
Deferred revenue, current | 487,000 | 302,000 |
Current portion of obligations under finance lease liabilities | 55,000 | 119,000 |
Current portion of obligations under operating lease liabilities | 950,000 | 601,000 |
Income tax payable | 11,000 | 3,000 |
Other current liabilities | 552,000 | 1,105,000 |
Total current liabilities | 24,752,000 | 24,977,000 |
Noncurrent liabilities | ||
Bonds, mortgages, convertible note payable and other long-term debt | 458,000 | 646,000 |
Convertible note payable, noncurrent | 9,049,000 | 3,710,000 |
Deferred revenue, noncurrent | 100,000 | 19,000 |
Finance lease liabilities, noncurrent | 67,000 | |
Operating lease liabilities, noncurrent | 2,878,000 | 1,901,000 |
Indebtedness to related parties, noncurrent | 2,395,000 | 0 |
Employee benefit plan obligation | 4,769,000 | 6,768,000 |
Deferred income tax liability | 2,906,000 | 0 |
Other deferred tax liabilities | 62,000 | 38,000 |
Other noncurrent liabilities | 57,000 | 329,000 |
Total noncurrent liabilities | 22,674,000 | 13,478,000 |
TOTAL LIABILITIES | 47,426,000 | 38,455,000 |
SHAREHOLDERS' EQUITY | ||
Common stock | 5,085,487 | 2,890,589 |
Share subscription in progress | 0 | 1,000 |
Additional paid-in capital | 268,199,000 | 224,763,000 |
Accumulated other comprehensive income / (loss) | 1,407,000 | 6,940,000 |
Accumulated deficit | (238,160,000) | (217,820,000) |
Total shareholders'equity attributable to WISeKey shareholders | 35,895,000 | 16,269,000 |
Noncontrolling interests in consolidated subsidiaries | 5,484,000 | (1,843,000) |
Total shareholders'equity | 41,379,000 | 14,426,000 |
TOTAL LIABILITIES AND EQUITY | 88,805,000 | 52,881,000 |
Common Shares - Class A | ||
SHAREHOLDERS' EQUITY | ||
Common stock | 400,186 | 400,186 |
Treasury stock, at cost | 0 | 0 |
Common Shares - Class B | ||
SHAREHOLDERS' EQUITY | ||
Common stock | 4,685,301 | 2,490,403 |
Treasury stock, at cost | $ (636,436) | $ (505,154) |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Treasury stock | 7,201,664 | 4,783,135 |
Common Shares - Class A | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 40,021,988 | 40,021,988 |
Common stock, shares issued | 40,021,988 | 40,021,988 |
Common stock, shares outstanding | 40,021,988 | 40,021,988 |
Treasury stock | 0 | 0 |
Common Shares - Class B | ||
Common stock, par value | $ 0.05 | $ 0.05 |
Common stock, shares authorized | 138,058,468 | 63,234,625 |
Common stock, shares issued | 88,120,054 | 47,622,689 |
Common stock, shares outstanding | 80,918,390 | 42,839,554 |
Treasury stock | 7,201,664 | 4,783,135 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Common Share Capital - Class A | Common Share Capital - Class B | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-In Capital | Share Subscription in Progress | Accumulated Deficit | Accumulated Other Comprehensive Income/(Loss) | Total Stockholders' Equity | Noncontrolling Interests | Total | |
As at December 31, 2020 at Dec. 31, 2019 | $ 400 | $ 1,475 | $ 1,875 | $ (1,288) | $ 212,036 | $ 6 | $ (189,161) | $ (1,453) | $ 22,015 | $ (1,571) | $ 20,444 | |
Beginning balance, shares at Dec. 31, 2019 | 40,021,988 | 28,824,086 | ||||||||||
Common stock issued1 | $ 0 | $ 448 | 448 | 0 | 0 | 0 | 0 | 0 | 448 | 0 | 448 | |
Common stock issued, shares | [1] | 8,261,363 | ||||||||||
Options exercised1 | 0 | $ 126 | 126 | 0 | 0 | 0 | 0 | 0 | 126 | 0 | 126 | |
Options exercised, shares | [1] | 2,537,240 | ||||||||||
Stock-based compensation | 0 | $ 0 | 0 | 0 | 393 | (5) | 0 | 0 | 388 | 0 | 388 | |
Changes in treasury shares | 0 | $ 441 | 441 | (439) | 0 | 0 | 0 | 0 | 2 | 0 | 2 | |
Changes in treasury shares, shares | 8,000,000 | |||||||||||
Yorkville SEDA | 0 | $ 0 | 0 | 1,252 | (228) | 0 | 0 | 0 | 1,024 | 0 | 1,024 | |
Crede convertible loan | 0 | 0 | 0 | 517 | 2,007 | 0 | 0 | 0 | 2,524 | 0 | 2,524 | |
LSI convertible loan | 0 | 0 | 0 | 20 | 1,242 | 0 | 0 | 0 | 1,262 | 0 | 1,262 | |
Nice & Green loan | 0 | 0 | 0 | 106 | 8,749 | 0 | 0 | 0 | 8,855 | 0 | 8,855 | |
GTO Facility | 0 | 0 | 0 | 23 | 593 | 0 | 0 | 0 | 616 | 0 | 616 | |
Change in Ownership in WISeKey SA | 0 | 0 | 0 | 0 | (29) | 0 | 0 | (5) | (34) | 71 | 37 | |
Share buyback program | 0 | 0 | 0 | (696) | 0 | 0 | 0 | 0 | (696) | 0 | (696) | |
Net loss | 0 | 0 | 0 | 0 | 0 | 0 | (28,659) | 0 | (28,659) | (248) | (28,907) | |
Other comprehensive income / (loss) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 8,393 | 8,398 | (95) | 8,303 | |
As at December 31, 2021 at Dec. 31, 2020 | $ 400 | $ 2,490 | 2,890 | (505) | 224,763 | 1 | (217,820) | 6,940 | 16,269 | (1,843) | 14,426 | |
Ending balance, shares at Dec. 31, 2020 | 40,021,988 | 47,622,689 | ||||||||||
Common stock issued1 | $ 0 | $ 0 | 0 | 0 | (154) | 0 | 0 | 0 | (154) | 0 | (154) | |
Options exercised1 | 0 | $ 2 | 2 | 0 | 2 | (1) | 0 | 0 | 3 | 0 | 3 | |
Options exercised, shares | [1] | 30,497 | ||||||||||
Stock-based compensation | 0 | $ 0 | 0 | 0 | 3,783 | 0 | 0 | 0 | 3,783 | 0 | 3,783 | |
Changes in treasury shares | 0 | $ 1,528 | 1,528 | (1,528) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Changes in treasury shares, shares | 28,386,037 | |||||||||||
Yorkville SEDA | 0 | $ 0 | 0 | 250 | 160 | 0 | 0 | 0 | 410 | 0 | 410 | |
Crede convertible loan | 0 | 174 | 174 | 56 | 3,512 | 0 | 0 | 0 | 3,742 | 0 | 3,742 | |
GTO Facility | 0 | 491 | 491 | 259 | 14,620 | 0 | 0 | 0 | 15,370 | 0 | 15,370 | |
Share buyback program | 0 | 0 | 0 | (266) | 0 | 0 | 0 | 0 | (266) | 0 | (266) | |
Net loss | 0 | 0 | 0 | 0 | 0 | 0 | (20,340) | 0 | (20,340) | (3,754) | (24,094) | |
Other comprehensive income / (loss) | 0 | $ 0 | 0 | 0 | 0 | 0 | 0 | (5,533) | (5,533) | 186 | (5,347) | |
Crede convertible loan, shares | 3,058,358 | |||||||||||
GTO Facility, shares | 9,022,473 | |||||||||||
L1 Facility | 0 | $ 0 | 0 | 645 | 12,387 | 0 | 0 | 0 | 13,032 | 0 | 13,032 | |
Anson Facility | 0 | 0 | 0 | 453 | 9,126 | 0 | 0 | 0 | 9,579 | 0 | 9,579 | |
Change in Ownership within the Group | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (26) | (26) | |
Acquisition of Arago Group | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 10,921 | 10,921 | |
As at December 31, 2021 at Dec. 31, 2021 | $ 400 | $ 4,685 | $ 5,085 | $ (636) | $ 268,199 | $ 0 | $ (238,160) | $ 1,407 | $ 35,895 | $ 5,484 | $ 41,379 | |
Ending balance, shares at Dec. 31, 2021 | 40,021,988 | 88,120,054 | ||||||||||
[1] | The articles of association of the Company had not been fully updated as of December 31, 2021 with the shares issued out of conditional capital. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from operating activities: | |||
Net Income (loss) | $ (24,094) | $ (28,907) | $ 7,454 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Depreciation of property, plant & equipment | 513 | 988 | 821 |
Amortization of intangible assets | 481 | 604 | 534 |
Impairment charge | 0 | 7,000 | 0 |
Debt conversion expense | 325 | ||
Interest and amortization of debt discount | 1,057 | 458 | 783 |
Loss / (gain) on derivative liability | 0 | (44) | (214) |
Loss on debt extinguishment | 1,326 | ||
Stock-based compensation | 3,783 | 393 | 5,414 |
Bad debt expense | 18 | 24 | 99 |
Inventory obsolescence impairment | 457 | 535 | |
Income tax expense / (recovery) net of cash paid | (131) | 9 | (17) |
Release of provision | (52) | ||
Other non cash expenses /(income) | |||
Expenses settled in equity | 146 | 14 | 40 |
Gain on disposal of a business | (31,100) | ||
Unrealized gains related to available-for-sale debt securities recorded in the income statement after acquisition of arago | (5,553) | ||
Other | 172 | 455 | 80 |
Unrealized and non cash foreign currency transactions | 300 | 800 | 157 |
Changes in operating assets and liabilities, net of effects of businesses acquired | |||
Decrease (increase) in accounts receivables | 207 | 870 | 1,346 |
Decrease (increase) in inventories | (236) | 313 | 1,399 |
Decrease (increase) in other current assets, net | 737 | 46 | (84) |
Decrease (increase) in deferred research & development tax credits, net | 464 | 1,176 | 19 |
Decrease (increase) in other noncurrent assets, net | 1,805 | 53 | (77) |
Increase (decrease) in accounts payable | 2,061 | 2,386 | (1,765) |
Increase (decrease) in deferred revenue, current | (723) | 213 | 25 |
Increase (decrease) in income taxes payable | 8 | (8) | (362) |
Increase (decrease) in other current liabilities | (2,370) | (199) | (217) |
Increase (decrease) in deferred revenue, noncurrent | 81 | 9 | 2,247 |
Increase (decrease) in defined benefit pension liability | (570) | 66 | 258 |
Increase (decrease) in other noncurrent liabilities | (272) | 326 | (2,592) |
Net cash provided by (used in) operating activities | (21,791) | (12,550) | (13,891) |
Cash Flows from investing activities: | |||
Sale / (acquisition) of equity securities | (476) | (4,000) | |
Sale / (acquisition) of property, plant and equipment | (36) | (52) | (293) |
Sale of a business, net of cash and cash equivalents divested | 40,919 | ||
Acquisition of a business, net of cash and cash equivalents acquired | (2,013) | (3,845) | |
Net cash provided by (used in) investing activities | (2,525) | (3,897) | 36,626 |
Cash Flows from financing activities: | |||
Proceeds from options exercises | 4 | 68 | 3,412 |
Proceeds from issuance of Common Stock | 226 | 2,194 | 1,112 |
Proceeds from convertible loan issuance | 44,362 | 22,053 | 2,860 |
Proceeds from debt | 646 | 4,030 | |
Repayments of debt | (5,276) | (2,344) | (27,631) |
Payments of debt issue costs | (2,341) | (42) | |
Repurchase of treasury shares | (1,135) | (1,025) | |
Net cash provided by (used in) financing activities | 36,975 | 21,482 | 17,284 |
Effect of exchange rate changes on cash and cash equivalents | (63) | 82 | (200) |
Cash and cash equivalents | |||
Net increase (decrease) during the period | 12,596 | 5,117 | 5,492 |
Balance, beginning of period | 21,763 | 16,646 | 11,154 |
Balance, end of period | 34,359 | 21,763 | 16,646 |
Reconciliation to balance sheet | |||
Cash and cash equivalents from continuing operations | 34,249 | 19,650 | 12,121 |
Restricted cash, current from continuing operations | 110 | 2,113 | 2,525 |
Restricted cash, noncurrent from continuing operations | 2,000 | ||
Cash and cash equivalents from discontinued operations | |||
Supplemental cash flow information | |||
Cash paid for interest, net of amounts capitalized | 490 | 250 | 756 |
Cash paid for incomes taxes | 46 | 12 | |
Noncash conversion of convertible loans into common stock | 43,704 | 12,946 | 1,771 |
Restricted cash received for share subscription in progress | 1 | 5 | |
ROU assets obtained from finance lease | 0 | 0 | 321 |
ROU assets obtained from operating lease | $ 2,375 | $ 544 | $ 3,768 |
The WISeKey Group
The WISeKey Group | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The WISeKey Group | Note 1. The WISeKey Group WISeKey International Holding AG, together with its consolidated subsidiaries (“ WISeKey Group WISeKey Group The Group develops, markets, hosts and supports a range of solutions that enable the secure digital identification of people, content and objects, by generating digital identities that enable its clients to monetize their existing user bases and at the same time, expand its own eco-system. WISeKey generates digital identities from its current products and services in Cybersecurity Services, IoT (internet of Things), Digital Brand Management and Mobile Security. In 2021, the Group entered the field of Artificial Intelligence (“AI”) with the acquisition of arago GmbH. The Group leads a carefully planned vertical integration strategy through acquisitions of companies in the industry. The strategic objective is to provide integrated services to its customers and also achieve cross-selling and synergies across WISeKey. Through this vertical integration strategy, WISeKey anticipates being able to generate profits in the near future. |
Future operations and going con
Future operations and going concern | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Future operations and going concern | Note 2. Future operations and going concern The Group experienced a loss from operations in this reporting period. Although the WISeKey Group does anticipate being able to generate profits in the near future, this cannot be predicted with any certainty. The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern. The Group incurred a net operating loss of USD 26.7 17.8 On February 08, 2018 the Group entered into a Standby Equity Distribution Agreement (“ SEDA Pursuant to the SEDA, Yorkville commits to provide equity financing to WISeKey in the aggregate amount of up to CHF 50.0 million in exchange for Class B Shares over a three-year period. WISeKey has the right to make drawdowns under the SEDA, at its discretion, by requesting Yorkville to subscribe for (if the Class B Shares are issued out of authorized share capital) or purchase (if the Class B Shares are delivered out of treasury) Class B Shares worth up to CHF 5.0 million by drawdown, subject to certain exceptions and limitations. On March 04, 2020, the SEDA was extended by 24 months to March 31, 2023. 363,876 380,568 45,643,955 On May 18, 2020, the Group entered into an Agreement for the Issuance and Subscription of Convertible Notes (the “ Nice & Green Facility Nice & Green 10.0 1,083,111 1,187,876 Convertible Debt On June 29,2021, WISeKey entered into an Agreement for the Subscription of up to $ 22 L1 Facility L1 22 11 L1 Initial Tranche L1 First Amendment WISeKey has the right to request L1 to subscribe for four “accelerated” note tranches of up to USD 2,750,000 each or any other amount agreed between the parties L1 Accelerated Tranches 6 11 5 3.5 On June 29,2021, WISeKey entered into an Agreement for the Subscription of up to $ 22 Anson Facility Anson 22 11 Anson Initial Tranche WISeKey has the right to request Anson to subscribe for four “accelerated” note tranches of up to USD 2,750,000 each or any other amount agreed between the parties Anson Accelerated Tranches 5.5 11 5.5 6.7 The SEDA, the Nice & Green Facility, the L1 Facility and the Anson Facility will be used as a safeguard should there be any additional cash requirements not covered by other types of funding. Based on the foregoing, Management believe it is correct to present these figures on a going concern basis. |
Basis of presentation
Basis of presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | Note 3. Basis of presentation The consolidated financial statements are prepared in accordance with the Generally Accepted Accounting Principles in the United States of America (“ US GAAP USD Acquisition of arago On February 1, 2021, the Company acquired arago GmbH, a private German company, and its affiliates (together, “ arago rago Group The assets, liabilities and results of arago have been consolidated in the Group’s financial statements from the acquisition date of February 1, 2021. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Note 4. Summary of significant accounting policies Fiscal Year The Group’s fiscal year ends on December 31. Principles of Consolidation The consolidated financial statements include the accounts of WISeKey and its wholly-owned or majority-owned subsidiaries over which the Group has control. The consolidated comprehensive loss and net loss of non-wholly owned subsidiaries is attributed to owners of the Group and to the noncontrolling interests in proportion to their relative ownership interests. Intercompany income and expenses, including unrealized gross profits from internal group transactions and intercompany receivables, payables and loans have been eliminated. General Principles of Business Combinations The Company uses the acquisition method to account for business combination, in line with ASC Topic 805-10 Business Combinations. Subsidiaries acquired or divested in the course of the year are included in the consolidated financial statements respectively as of the date of purchase, and up to the date of sale. The consideration for the acquisition is measured as the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Company. Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interests over the net identifiable assets acquired and liabilities assumed. Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make certain estimates, judgments and assumptions. We believe these estimates, judgements and assumptions are reasonable, based upon information available at the time they were made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent there are differences between these estimates, judgments or assumptions and the actual results, our consolidated financial statements will be affected. In many cases, the accounting treatment of a particular transaction is specifically dictated by US GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting from available alternatives would not produce a materially different result. Foreign Currency In general, the functional currency of a foreign operation is the local currency. Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. The effects of foreign currency translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive income/loss. The Group's reporting currency is USD. Cash and Cash Equivalents Cash consists of deposits held at major banks that are readily available. Cash equivalents consist of highly liquid investments that are readily convertible to cash and with original maturity dates of three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments. Accounts Receivable Receivables represent rights to consideration that are unconditional and consist of amounts billed and currently due from customers, and revenues that have been recognized for accounting purposes but not yet billed to customers. The Group extends credit to customers in the normal course of business and in line with industry practices. Allowance for Doubtful Accounts We recognize an allowance for credit losses to present the net amount of receivables expected to be collected as of the balance sheet date. The allowance is based on the credit losses expected to arise over the asset’s contractual term taking into account historical loss experience, customer-specific data as well as forward looking estimates. Expected credit losses are estimated individually. Accounts receivable are written off when deemed uncollectible and are recognized as a deduction from the allowance for credit losses. Expected recoveries, which are not to exceed the amount previously written off, are considered in determining the allowance balance at the balance sheet date. Inventories Inventories are stated at the lower of cost or net realizable value. Costs are calculated using standard costs, approximating average costs. Finished goods and work-in-progress inventories include material, labor and manufacturing overhead costs. The Group records write-downs on inventory based on an analysis of obsolescence or a comparison to the anticipated demand or market value based on a consideration of marketability and product maturity, demand forecasts, historical trends and assumptions about future demand and market conditions. Property, Plant and Equipment Property, Plant and Equipment Minimum Maximum Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives which range from 1 5 Intangible Assets Intangible Assets Those intangible assets that are considered to have a finite useful life are amortized over their useful lives, which generally range from 1 14 Intangible assets with indefinite lives are not amortized but are subject to annual reviews for impairment. Leases In line with ASC 842, the Group, as a lessee, recognizes right-of-use assets and related lease liabilities on its balance sheet for all arrangements with terms longer than twelve months, and reviews its leases for classification between operating and finance leases. Obligations recorded under operating and finance leases are identified separately on the balance sheet. Assets under finance leases and their accumulated amortization are disclosed separately in the notes. Operating and finance lease assets and operating and finance lease liabilities are measured initially at an amount equal to the present value of minimum lease payments during the lease term, as at the beginning of the lease term. We have elected the short-term lease practical expedient whereby we do not present short-term leases on the consolidated balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. We have also elected the practical expedients related to lease classification of leases that commenced before the effective date of ASC 842. We adopted ASC 842 as of January 01, 2019 using the cumulative effect adjustment approach. Accordingly, previously reported financial statements, including footnote disclosures, have not been restated to reflect the application of the new standard to all comparative periods presented. Goodwill and Other Indefinite-Lived Intangible Assets Goodwill and other indefinite-lived intangible assets are not amortized, but are subject to impairment analysis at least once annually. Goodwill is allocated to the reporting unit in which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. We review our goodwill and indefinite lived intangible assets annually for impairment, or sooner if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We use October 1 st In line with ASC 830, the goodwill balance is recorded in the functional currency of the acquired business and translated at each period end with the exchange rate impact booked into other comprehensive income. Equity Securities Equity securities are any security representing an ownership interest in an entity or the right to acquire or dispose of an ownership interest in an entity at fixed or determinable prices, in accordance with ASC 321, i.e., investments that do not qualify for accounting as a derivative instrument, an investment in consolidated subsidiaries, or an investment accounted for under the equity method. We account for these investments in equity securities at fair value at the reporting date, except for those investments without a readily determinable fair value where we have elected the measurement at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer, in line with ASC 321. Changes in fair value are accounted for in the income statement as a non-operating income/expense. Available-for-sale debt securities Available-for-sale debt securities are investments in debt securities that have readily determinable fair values and are not classified as trading securities or as held-to-maturity securities. We account for these investments in available-for-sale debt securities at fair value at the reporting date and subject to impairment testing. Other than impairment losses, unrealized gains and losses are reported, net of the related tax effect, in other comprehensive income as change in unrealized gains related to available-for-sale debt securities. Revenue Recognition WISeKey’s policy is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, WISeKey applies the following steps: - Step 1: Identify the contract(s) with a customer. - Step 2: Identify the performance obligations in the contract. - Step 3: Determine the transaction price. - Step 4: Allocate the transaction price to the performance obligations in the contract. - Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. We typically allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract. If a standalone price is not observable, we use estimates. The Group recognizes revenue when it satisfies a performance obligation by transferring control over goods or services to a customer. The transfer may be done at a point in time (typically for goods) or over time (typically for services). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. For performance obligations satisfied over time, the revenue is recognized over time, most frequently on a prorata temporis If the Group determines that the performance obligation is not satisfied, it will defer recognition of revenue until it is satisfied. We present revenue net of sales taxes and any similar assessments. The Group delivers products and records revenue pursuant to commercial agreements with its customers, generally in the form of an approved purchase order or sales contract. Where products are sold under warranty, the customer is granted a right of return which, when exercised, may result in either a full or partial refund of any consideration received, or a credit that can be applied against amounts owed, or that will be owed, to WISeKey. For any amount received or receivable for which we do not expect to be entitled to because the customer has exercised its right of return, we recognize those amounts as a refund liability. Contract Assets Contract assets consists of accrued revenue where WISeKey has fulfilled its performance obligation towards the customer but the corresponding invoice has not yet been issued. Upon invoicing, the asset is reclassified to trade accounts receivable until payment. Deferred Revenue Deferred revenue consists of amounts that have been invoiced and paid but have not been recognized as revenue. Deferred revenue that will be realized during the succeeding 12-month period is recorded as current and the remaining deferred revenue recorded as non-current. This would relate to multi-year certificates or licenses. Contract Liability Contract liability consists of either: - amounts that have been invoiced and not yet paid, nor recognized as revenue. Upon payment, the liability is reclassified to deferred revenue if the amounts still have not been recognized as revenue. Contract liability that will be realized during the succeeding 12-month period is recorded as current and the remaining contract liability recorded as non-current. This would relate to multi-year certificates or licenses. - advances from customers not supported by invoices. Sales Commissions Sales commission expenses where revenue is recognized are recorded in the period of revenue recognition. Cost of Sales and Depreciation of Production Assets Our cost of sales consists primarily of expenses associated with the delivery and distribution of our services and products. These include expenses related to the license to the Global Cryptographic ROOT Key, the global Certification authorities as well as the digital certificates for people, servers and objects, expenses related to the preparation of our secure elements and the technical support provided on the Group's ongoing production and on the ramp-up phase, including materials, labor, test and assembly suppliers, and subcontractors, freights costs, as well as the amortization of probes, wafers and other items that are used in the production process. This amortization is disclosed separately under depreciation of production assets on the face of the income statement. Research and Development and Software Development Costs All research and development costs and software development costs are expensed as incurred. Advertising Costs All advertising costs are expensed as incurred. Pension Plan The Group maintains three defined benefit post retirement plans: - one that covers all employees working for WISeKey SA in Switzerland, - one that covers all employees working for WISeKey International Holding Ltd in Switzerland, and - one for the French employees of WISeKey Semiconductors SAS. In accordance with ASC 715-30, Defined Benefit Plans – Pension, Stock-Based Compensation Stock-based compensation costs are recognized in earnings using the fair-value based method for all awards granted. Fair values of options and awards granted are estimated using a Black-Scholes option pricing model. The model’s input assumptions are determined based on available internal and external data sources. The risk-free rate used in the model is based on the Swiss treasury rate for the expected contractual term. Expected volatility is based on historical volatility of WIHN Class B Shares. Compensation costs for unvested stock options and awards are recognized in earnings over the requisite service period based on the fair value of those options and awards at the grant date. Nonemployee share-based payment transactions are measured by estimating the fair value of the equity instruments that an entity is obligated to issue and the measurement date will be consistent with the measurement date for employee share-based payment awards (i.e., grant date for equity-classified awards). Income Taxes Taxes on income are accrued in the same period as the revenues and expenses to which they relate. Deferred taxes are calculated on the temporary differences that arise between the tax base of an asset or liability and its carrying value in the balance sheet of our companies prepared for consolidation purposes, with the exception of temporary differences arising on investments in foreign subsidiaries where WISeKey has plans to permanently reinvest profits into the foreign subsidiaries. Deferred tax assets on tax loss carry-forwards are only recognized to the extent that it is “more likely than not” that future profits will be available and the tax loss carry-forward can be utilized. Changes to tax laws or tax rates enacted at the balance sheet date are taken into account in the determination of the applicable tax rate provided that they are likely to be applicable in the period when the deferred tax assets or tax liabilities are realized. WISeKey is required to pay income taxes in a number of countries. WISeKey recognizes the benefit of uncertain tax positions in the financial statements when it is more likely than not that the position will be sustained on examination by the tax authorities. The benefit recognized is the largest amount of tax benefit that is greater than 50 percent likely of being realized on settlement with the tax authority, assuming full knowledge of the position and all relevant facts. WISeKey adjusts its recognition of these uncertain tax benefits in the period in which new information is available impacting either the recognition or measurement of its uncertain tax positions. Research Tax Credits Research tax credits are provided by the French government to give incentives for companies to perform technical and scientific research. Our subsidiary WISeKey Semiconductors SAS is eligible to receive such tax credits. These research tax credits are presented as a reduction of Research & development expenses in the income statement when companies that have qualifying expenses can receive such grants in the form of a tax credit irrespective of taxes ever paid or ever to be paid, the corresponding research and development efforts have been completed and the supporting documentation is available. The credit is deductible from the entity’s income tax charge for the year or payable in cash the following year, whichever event occurs first. The tax credits are included in noncurrent deferred tax credits in the balance sheet in line with ASU 2015-17. Earnings per Share Basic earnings per share are calculated using WISeKey International Holding AG’s weighted-average outstanding WIHN Class B Shares. When the effects are not antidilutive, diluted earnings per share is calculated using the weighted-average outstanding WIHN Class B Shares and the dilutive effect of stock options as determined under the treasury stock method. Segment Reporting Following the acquisition of arago, our chief operating decision maker, who is also our Chief Executive Officer, requested changes in the information that he regularly reviews for purposes of allocating resources and assessing budgets and performance. As a result, beginning in fiscal year 2021, we report our financial performance based on a new segment structure described in Note 39. There was no restatement of prior periods due to changes in reported segments. Recent Accounting Pronouncements Adoption of new FASB Accounting Standard in the current year – Prior-Year Financial Statements not restated: As of January 1, 2021, the Group adopted ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans, which ASU 2018-14 deletes the following disclosure requirements: The amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year; the amount and timing of plan assets expected to be returned to the employer; related party disclosures about the amount of future annual benefits covered by insurance and annuity contracts and significant transactions between the employer or related parties and the plan. The effects of a one-percentage-point change in assumed health care cost trend rates on the (a) aggregate of the service and interest cost components of net periodic benefit costs and (b) benefit obligation for postretirement health care benefits. ASU 2018-14 adds/clarifies disclosure requirements related to the following: The weighted-average interest crediting rates for cash balance plans and other plans with promised interest crediting rates; An explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period; The projected benefit obligation (PBO) and fair value of plan assets for plans with PBOs in excess of plan assets; The accumulated benefit obligation (ABO) and fair value of plan assets for plans with ABOs in excess of plan assets. There was no material impact on the Group's results upon adoption of the standard. As of January 1, 2021, The Group also adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (the ASU), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements, which amendments primarily impact ASC 740, Income Taxes, and may impact both interim and annual reporting periods. It eliminates the need for an organization to analyze whether the following apply in a given period: · Exception to the incremental approach for intraperiod tax allocation; Exceptions to accounting for basis differences when there are ownership changes in foreign investments; Exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. The ASU also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP for: · Franchise taxes that are partially based on income; Transactions with a government that result in a step up in the tax basis of goodwill; Separate financial statements of legal entities that are not subject to tax; Enacted changes in tax laws in interim periods. There was no material impact on the Group's results upon adoption of the standard. As of January 1, 2021, the Group also adopted ASU 2020-01, Investments- Equity securities (Topic 321), Investments – equity method and joint ventures (Topic 323), and derivatives and hedging (topic 815), which provides additional guidance as a result of the adoption of ASU 2016-01, which added Topic 321, Investments – Equity Securities and provided an entity with the option to measure certain equity securities without a readily determinable fair value at cost, minus impairment. ASU 2020-01 amended the current guidance. In particular, the FASB clarified that entities seeking to apply the measurement alternative found in Topic 321 should first consider whether there are observable transactions that would require the reporting entity to either apply or discontinue the equity method of accounting in accordance with Topic 323. With respect to certain forward contracts and purchase options, the FASB explained an entity should not consider whether the underlying securities would be accounted for under Topic 323, or the fair value option found in Topic 825 upon the settlement of the contract or purchase option. Entities should instead consider the characteristics of these contracts and options based on the guidance found in 815-10-15-141 to determine the appropriate accounting treatment. There was no material impact on the Group's results upon adoption of the standard. As of January 1, 2021, the Group also adopted ASU 2020-10, Codification improvements, which further clarify and improve the Codification by codifying all guidance that requires or provides the option for an entity to disclose information within the footnotes. This clarification is meant to reduce the likelihood of a preparer missing required disclosure requirements. While the amendments do not introduce new topics or subtopics or change existing GAAP, all entities should review the changes found in the ASU to assess the impact it may have on their financial reporting requirements. There was no material impact on the Group's results upon adoption of the standard. New FASB Accounting Standard to be adopted in the future: In August 2020, the FASB issued Accounting Standards Update (ASU) no 2020-06, 'Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Summary: ASU 2020-06 simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. Effective Date: ASU No. 2020-06 is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption will be permitted. The Company expects to adopt all the aforementioned guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact. In May 2021, The FASB has issued Accounting Standards Update (ASU) No. 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options — a consensus of the FASB Emerging Issues Task Force. Summary: The ASU provides a principles-based framework to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense. This Update is to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this Update affect all entities that issue freestanding written call options that are classified in equity. Effective Date: ASU No. 2021-04 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted. The Company expects to adopt all the aforementioned guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact. In October 2021, The FASB has issued Accounting Standards Update (ASU) No. 2021-08, Business Combinations (topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. Summary: The ASU amends ASC 805 to “require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination.” Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. ASU 2021-08 requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606 (meaning the acquirer should assume it has entered the original contract at the same date and using the same terms as the acquiree). This new ASU applies to contract assets and contract liabilities acquired in a business combination and to other contracts that directly/indirectly apply the requirements of ASC 606. Effective Date: ASU No. 2021-08 is effective for public business entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. An entity should apply the amendments prospectively to business combinations occurring on or after the effective dates. Early adoption is permitted. The Company expects to adopt all the aforementioned guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact. In November 2021, The FASB has issued Accounting Standards Update (ASU) No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. Summary: The ASU provides an update to increase the transparency of government assistance including the disclosure of the types of assistance, an entity’s accounting for the assistance, and the effect of the assistance on an entity’s financial statements. ASC 832 requires the following disclosures in the notes, information about the nature of the transactions, the accounting policies used to account for the transactions, and balance sheet and income statement affected by the transactions. The duration, commitments, provisions, and other contingencies are required to disclose. Effective Date: ASU No. 2021-10 is effective for fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company expects to adopt all the aforementioned guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact. |
Concentration of credit risks
Concentration of credit risks | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentration of credit risks | Note 5. Concentration of credit risks Financial instruments that are potentially subject to credit risk consist primarily of cash and cash equivalents and trade accounts receivable. Our cash is held with large financial institutions. Management believes that the financial institutions that hold our investments are financially sound and accordingly, are subject to minimal credit risk. Deposits held with banks may exceed the amount of insurance provided on such deposits. The Group sells to large, international customers and, as a result, may maintain individually significant trade accounts receivable balances with such customers during the year. We generally do not require collateral on trade accounts receivable. Summarized below are the clients whose revenue were 10% or higher than the respective total consolidated net sales for fiscal years 2021, 2020 or 2019, and the clients whose trade accounts receivable balances were 10% or higher than the respective total consolidated trade accounts receivable balance for fiscal years 2021 and 2020: Revenue Receivables Revenue concentration Receivables concentration 12 months ended December 31, As at December 31, 2021 2020 2019 2021 2020 IoT operating segment Multinational electronics contract manufacturing company 10 18 12 13 14 International packaging solutions, technology and chips 1 8 11 0 2 |
Fair value measurements
Fair value measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Note 6. Fair value measurements ASC 820 establishes a three-tier fair value hierarchy for measuring financial instruments, which prioritizes the inputs used in measuring fair value. These tiers include: · Level 1, defined as observable inputs such as quoted prices in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Level 3 Level 1 Accounts Receivable Accounts Payable Derivative Liabilities, Current As at December 31, 2021 As at December 31, 2020 Fair USD'000 Carrying amount Fair value Carrying amount Fair value value level Note ref. Nonrecurring fair value measurements Accounts receivable 3,261 3,261 2,900 2,900 3 9 Notes receivable from employees and related parties 68 68 37 37 3 10 Notes receivable, noncurrent 190 190 183 183 3 14 Equity securities, at cost 501 501 — — 3 21 Accounts payable 16,448 16,448 13,099 13,099 3 24 Notes payable 6,249 6,249 4,115 4,115 3 25 Bonds, mortgages and other long-term debt 458 458 646 4,115 3 27 Convertible note payable, current — — 5,633 5,633 3 27 Convertible note payable, noncurrent 9,049 9,049 3,710 3,710 3 27 Indebtedness to related parties, noncurrent 2,395 2,395 — — 3 28 Recurring fair value measurements Available-for-sale debt security — — 9,190 9,190 1 11 Equity securities, at fair value 1 1 301 301 1 22 In addition to the methods and assumptions we use to record the fair value of financial instruments as discussed in the Fair Value Measurements section above, we used the following methods and assumptions to estimate the fair value of our financial instruments: - Accounts receivable – carrying amount approximated fair value due to their short-term nature. - Notes receivable from related parties – carrying amount approximated fair value due to their short-term nature. - Notes receivable, noncurrent- carrying amount approximated fair value because time-value considerations are immaterial to the accounts. - Equity securities, at cost - no readily determinable fair value, measured at cost minus impairment. - Accounts payable – carrying amount approximated fair value due to their short-term nature. - Notes payable – carrying amount approximated fair value due to their short-term nature. - Convertible note payable current and noncurrent- carrying amount approximated fair value. - Indebtedness to related parties, noncurrent - carrying amount approximated fair value. - Available-for-sale debt security - fair value remeasured as at reporting period. - Equity securities, at fair value - fair value remeasured as at reporting period. Derivative liabilities In 2021, the Group held one derivative instrument which was measured at estimated fair value on a recurring basis and linked to the conversion option originally embedded in the convertible loan signed with YA II PN, Ltd., a fund managed by Yorkville Advisors Global, LLC (“ Yorkville First Yorkville Convertible Loan Second Yorkville Convertible Loan The Second Yorkville Convertible Loan had a maturity date of April 30, 2021 3.00 In line with ASU 2014-16, both the First Yorkville Convertible Loan and the Second Yorkville Convertible Loan were assessed as a hybrid instrument, being a debt instrument with an equity-linked component (the conversion option). Per ASC 815-10, the embedded conversion option met the definition of a derivative and was accounted for separately. The hosting debt instruments were recorded using the residual method. The derivative component (the conversion option) was fair valued using a binomial lattice model, building in quoted market prices of WIHN Class B Shares on the SIX Swiss Stock Exchange, and inputs such as time value of money, volatility, and risk-free interest rate. It was valued at inception of the First Yorkville Convertible Loan on June 27, 2019 at USD 257,435 In 2020, WISeKey made several repayments in cash of the First Yorkville Convertible Loan and the Second Yorkville Convertible Loan, which did not result in any gain or loss on derivative because the derivative was fair valued at USD nil at all repayment and reporting dates. In the six months to June 30, 2021, WISeKey made four repayments in cash of the Second Yorkville Convertible Loan as per below. These repayments did not result in any gain or loss on derivative because the derivative was fair valued at USD nil at all repayment and reporting dates. - On January 4, 2021, WISeKey repaid USD 250,000 - On January 29, 2021, WISeKey repaid USD 250,000 - On February 28, 2021, WISeKey repaid USD 250,000 - On April 15, 2021, WISeKey repaid USD 373,438 - On June 30, 2021, WISeKey repaid the remaining principal balance of USD 569,541 As a result, the loan was fully repaid as at December 31, 2021. The derivative component was measured at fair value at December 31, 2021 at USD nil. In the year ended December 31, 2021, WISeKey recorded in the income statement, a net gain on derivative of USD nil and a net debt discount amortization expense of USD 82,560 Derivative liabilities USD'000 Balance as at December 31, 2019 44 Fair value of the derivative instrument (conversion option) — Gain on derivative recognized as a separate line in the statement of loss (44 ) Balance as at December 31, 2020 — Fair value of the derivative instrument (conversion option) — Gain on derivative recognized as a separate line in the statement of loss — Balance as at December 31, 2021 — |
Cash and cash equivalents
Cash and cash equivalents | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Cash and cash equivalents | Note 7. Cash and cash equivalents Cash consists of deposits held at major banks. On January 16, 2021, as per the terms of the SPA relating to the sale of WISeKey (Bermuda) Holding Ltd and its affiliates to Digicert Inc,, USD 2.0 46,557 |
Restricted cash
Restricted cash | 12 Months Ended |
Dec. 31, 2021 | |
Restricted Cash | |
Restricted cash | Note 8. Restricted cash Restricted cash as at December 31, 2021 relates to the capital subscription of a new group entity which had not yet been incorporated as at December 31, 2021. |
Accounts receivable
Accounts receivable | 12 Months Ended |
Dec. 31, 2021 | |
Credit Loss [Abstract] | |
Accounts receivable | Note 9. Accounts receivable The breakdown of the accounts receivable balance is detailed below: Accounts Receivable - Schedule of Accounts Receivable As at December 31, As at December 31, USD'000 2021 2020 Trade accounts receivable 3,078 2,608 Allowance for doubtful accounts (68 ) (42 ) Accounts receivable from shareholders — 14 Accounts receivable from other related parties 129 95 Accounts receivable from underwriters, promoters, and employees 5 1 Other accounts receivable 117 224 Total accounts receivable net of allowance for doubtful accounts 3,261 2,900 As at December 31, 2021, accounts receivable from other related parties consisted of a receivable from OISTE in relation to the facilities and personnel hosted by WISeKey SA on behalf of OISTE. (see Note 42). |
Notes receivable from employees
Notes receivable from employees | 12 Months Ended |
Dec. 31, 2021 | |
Notes Receivable From Employees | |
Notes receivable from employees | Note 10. Notes receivable from employees As at December 31, 2021, the notes receivable from employees and related parties consisted of a loan to an employee for CHF 61,818 67,798 0.5 60,000 |
Available-for-sale debt securit
Available-for-sale debt security | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Available-for-sale debt security | Note 11. Available-for-sale debt security Convertible Loan with arago On August 11, 2020, WISeKey entered into a convertible loan agreement with arago (the “ arago First Convertible Loan 5 to be paid in five monthly installments of CHF 1 million starting August 12, 2020 5 WISeKey or arago could request conversion of the arago First Convertible Loan into arago shares representing 5% of arago’s fully diluted share capital provided that either the full CHF 5 million was paid by WISeKey or that WISeKey had terminated the agreement. 1 arago Second Convertible Loan Per arago Second Convertible Loan, WISeKey intended to acquire 5% of arago’s fully diluted share capital against an investment of CHF 5 million 1 and four monthly installments of CHF 1 million starting September 18, 2020 5 1 arago Third Convertible Loan Per arago Third Convertible Loan, WISeKey intended to acquire 51% of arago’s fully diluted share capital, instead of the 5% previously negotiated under the arago First Convertible Loan and arago Second Convertible Loan, in exchange for (i) an investment of CHF 5 million 1 1 three monthly installments of CHF 1 million starting November 20, 2020 subject to adjustment in accordance with arago’s working capital needs, and (ii) a guarantee on arago’s existing indebtedness 5 WISeKey could request conversion of the arago Third Convertible Loan into arago shares representing 51% of arago’s fully diluted share capital at any time provided that the full CHF 5 million was paid by WISeKey and that WISeKey paid the nominal value of the newly issued shares in cash. To determine the appropriate accounting treatment for our convertible debt investment, WISeKey performed a variable interest entity (“VIE”) analysis and concluded that arago does not meet the definition of a VIE. After WISeKey reviewed all of the terms of the investment, WISeKey concluded the appropriate accounting treatment to be that of an available-for-sale debt security. The investment was carried at fair value with unrealized holding gains and losses excluded from earnings and reported in other comprehensive income. WISeKey estimated the fair value of the investment at each reporting date by utilizing an option pricing model, as well as a present value of expected cash flows from the debt security utilizing the risk-free rate and the estimated credit spread as of the valuation date as the discount rate. The valuation analysis utilized certain key assumptions such as the estimated credit spread, the expected life of the option, and the valuation of arago all of which were significant unobservable inputs and thus represented a Level 3 measurement within the fair value hierarchy. The use of alternative estimates and assumptions could increase or decrease the estimated fair value of the investment, which would result in different impacts to WISeKey’s consolidated balance sheet and comprehensive income. Actual results may differ from estimates. The fair value of the convertible debt investment was recorded in debt securities, at fair value on the consolidated balance sheets. On January 18, 2021, WIHN exercised its right to convert the loan into 51% of arago’s share capital and 51% of the voting rights associated with arago’s share capital, calculated on a fully diluted basis, taking into consideration the impact of any unexercised share options or other capital instruments convertible into or exchangeable or exercisable for arago shares. The acquisition date was February 1, 2021 (see Note 14 for details). As at February 1, 2021, WIHN had funded CHF 3.4 5 - CHF 1,000,000 - CHF 1,000,000 - CHF 600,000 - CHF 400,000 - CHF 400,000 300,000 324,708 - EUR 300,000 The fair value of the arago Third Convertible Loan was measured as at February 01, 2021 as USD 11,166,432 6,546,964 7,349,602 1,600,000 1,796,155 5 4,946,964 5,553,447 The following table sets forth the changes in the balance of the convertible debt investment for the years ended December 31, 2019, 2020 and 2021. Available-For-Sale Debt Security - Schedule of Debt Securities Available-For-Sale Available-for-sale debt security USD'000 Balance as at December 31, 2019 — Available-for sale debt security acquired in the year 3,805 Change in unrealized gains related to available-for-sale debt securities recorded in other comprehensive income 5,385 Balance as at December 31, 2020 9,190 Change in unrealized gains related to available-for-sale debt securities recorded in other comprehensive income 1,965 Foreign currency effect on debt security held in Swiss Fancs 11 Conversion of available-for-sale debt security in the period (11,166 ) Balance as at December 31, 2021 — |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 12. Inventories Inventories consisted of the following: Inventories - Schedule of Inventories, Current As at December 31, As at December 31, USD'000 2021 2020 Raw materials 950 543 Work in progress 1,760 1,931 Total inventories 2,710 2,474 In the years ended December 31, 2021, 2020 and 2019, the Group recorded inventory obsolescence charges in the income statement of respectively USD 57,302 156,188 26,249 404,509 301,215 508,938 Raw Materials Work in Progress |
Other current assets
Other current assets | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other current assets | Note 13. Other current assets Other current assets consisted of the following: Other Current Assets - Schedule of Other Current Assets As at December 31, As at December 31, USD'000 2021 2020 Value-Added Tax Receivable 359 762 Advanced payment to suppliers 220 43 Deposits, current 97 5 Other current assets 1 4 Total other current assets 677 814 |
Notes receivable, noncurrent
Notes receivable, noncurrent | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Notes receivable, noncurrent | Note 14. Notes receivable, noncurrent Notes receivable, noncurrent consisted of the following: Notes Receivable, Noncurrent - Schedule of Notes Receivable, Noncurrent As at December 31, As at December 31, USD'000 2021 2020 Long-term receivable from, and loan, to shareholders 187 144 Long-term receivable from, and loan to, other related parties 3 39 Total notes receivable, noncurrent 190 183 As at December 31, 2021, noncurrent notes receivable were made up of: - several loans to employees who are shareholders in relation to the outstanding employee social charges and tax deducted at source for the exercise of their ESOP options (see Note 35). These loans do not bear interest. The total loan amount as at December 31, 2021 was CHF 170,226 186,692 - a loan to an employee that is not a shareholder in relation to the outstanding employee social charges for the exercise of their ESOP options (see Note 35). This loan does not bear interest. The total loan amount as at December 31, 2021 was CHF 3,322 3,643 |
Business combinations
Business combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business combinations | Note 15. Business combinations Acquisition of arago GmbH On February 01, 2021 the Company acquired 51% of the fully diluted share capital of arago GmbH, a private German company, and its affiliates (together, “ arago The assets, liabilities and results of arago have been consolidated in the Company’s financial statements from the acquisition date of February 01, 2021. The major classes of assets and liabilities acquired by WISeKey at fair value on the date of acquisition are as follows: The major classes of assets and liabilities acquired by WISeKey at fair value on the date of acquisition are as follows: Business Combinations - Schedule of Assets and Liabilities Acquired Consolidated Balance Sheet - arago group Opening balance As at February 1, USD'000 2021 ASSETS Current assets Cash and cash equivalents 243 Restricted cash, current 70 Accounts receivable, net of allowance for doubtful accounts 568 Convertible note receivable from WISeKey 1,808 Prepaid expenses 464 Other current assets 117 Total current assets 3,270 Noncurrent assets Property, plant and equipment net of accumulated depreciation 37 Intangible assets, net of accumulated amortization 10,108 Operating lease right-of-use assets 78 Equity securities, at cost 55 Goodwill — Deferred tax assets 8 Total noncurrent assets 10,286 TOTAL ASSETS 13,556 LIABILITIES Current Liabilities Accounts payable 1,288 Notes payable 3,712 Convertible loan with WISeKey — Deferred revenue 909 Current portion of obligations under operating lease liabilities 53 Other current liabilities 1,816 Total current liabilities 7,778 Noncurrent liabilities Bonds, mortgages and other long-term debt 4,296 Operating lease liabilities, noncurrent 25 Deferred tax liabilities 3,235 Total noncurrent liabilities 7,556 TOTAL LIABILITIES 15,334 TOTAL NET ASSETS (1,778 ) The consideration of USD 22,253,087 - The arago Third Convertible Loan fair valued at USD 11,166,432 - A cash payment of USD 165,160 136,072 - A noncontrolling interest corresponding to the 49% of arago’s share capital, fair valued at USD 10,921,495 Put Option The actual cash paid as part of the consideration amounted to CHF 5 5,612,985 165,160 5,778,145 3,452,298 2,325,847 Goodwill calculation USD'000 USD'000 Consideration Fair value of the convertible loan 11,166 Payment of nominal value of arago shares 165 NCI put option 10,922 Total consideration paid 22,253 Net assets acquired Total net assets of arago group at acquisition (1,778 ) Total net assets acquired (1,778 ) Goodwill at acquisition 24,031 The goodwill arising from the acquisition of arago is USD 24,031,436 19,799,052 The table below shows the reconciliation of the total consideration for the acquisition of arago to the cash flows from the acquisition of a business, net of cash and cash equivalents acquired disclosed in the Cash Flows from investing activities of the unaudited Consolidated Statements of Cash Flows. Reconciliation of the total consideration to the cash flow statement USD'000 USD'000 Total consideration (22,253 ) Deduction of non-cash elements of the total consideration Fair value of the conversion option 5,553 Fair value of the NCI put option 10,922 Total non-cash elements of the total consideration 16,475 Deduction of cash paid in the year 2020 3,452 Deduction of cash and cash equivalent acquired 313 Cash flow from the acquisition of a business, net of cash and cash equivalents acquired (2,013 ) For the period started on the date of acquisition of February 01, 2021 until the end of the reporting period on December 31, 2021, the revenue of arago recorded in the consolidated income statement was USD 4.6 7.1 The Group has concluded that disclosure of comparative financial statements required by ASC 805-10-50-h is impracticable. In line with ASC 250-10-45-9, retrospective application for the comparative financial statements requires significant estimates of amounts, and it is impossible to distinguish objectively information about those estimates that provides evidence of circumstances that existed on the date(s) at which those amounts would be recognized, measured, or disclosed under retrospective application. It is also impossible for management to distinguish objectively information that would have been available when the financial statements for that prior period were issued. We further note that there are no audited financial statements for the arago Group for that period. |
Deferred tax credits
Deferred tax credits | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Tax Credits | |
Deferred tax credits | Note 16. Deferred tax credits Deferred tax credits consisted of the following: Deferred Tax Credits - Schedule of Deferred Tax Credits As at December 31, As at December 31, USD'000 2021 2020 Deferred research & development tax credits 847 1,311 Deferred other tax credits 1 1 Total deferred tax credits 848 1,312 WISeKey Semiconductors SAS is eligible for research tax credits provided by the French government (see Note 4 Summary of significant accounting policies). As at December 31, 2021 and 2020, the receivable balances in respect of these research tax credits owed to the Group were respectively USD 846,808 1,310,685 |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Note 17. Property, plant and equipment Property, plant and equipment, net consisted of the following. Property, Plant and Equipment - Schedule of Property, Plant and Equipment As at December 31, As at December 31, USD'000 2021 2020 Machinery & equipment Machinery and Equipment 3,940 3,925 Office equipment and furniture Office Equipment and Furniture 3,239 2,900 Computer equipment and licences Computer Equipment and Licenses 2,208 1,171 Total property, plant and equipment gross 9,387 7,996 Accumulated depreciation for: Machinery & equipment (3,685) (3,290) Office equipment and furniture (2,948) (2,573) Computer equipment and licences (2,167) (1,133) Total accumulated depreciation (8,800) (6,996) Total property, plant and equipment, net 587 1,000 Depreciation charge for the year ended December 31, 513 988 The depreciation charge from continuing operations for the year 2019 was USD 821,466 In 2021, WISeKey did not identify any events or changes in circumstances indicating that the carrying amount of any asset may not be recoverable. As a result, WISeKey did not record any impairment charge on Property, plant and equipment in the year 2021. The useful economic life of property plant and equipment is as follow: · Office equipment and furniture: 2 5 · Production masks 5 · Production tools 3 · Licenses 3 · Software 1 |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Note 18. Intangible assets Intangible assets and future amortization expenses consisted of the following: Intangible Assets - Schedule of Finite-Lived Intangible Assets As at December 31, As at December 31, USD'000 2021 2020 Intangible assets not subject to amortization: Trademarks 2,190 — Cryptocurrencies 100 — Intangible assets subject to amortization: Trademarks 137 142 Patents 2,281 2,281 License agreements 11,326 11,626 Other intangibles 13,814 6,641 Total intangible assets gross 29,848 20,690 Accumulated amortization for: Trademarks Trademarks (137) (142) Patents Patents (2,281) (2,281) License agreements License Agreements (11,321) (11,617) Other intangibles Other Intangibles (6,923) (6,641) Total accumulated amortization (20,662) (20,681) Total intangible assets subject to amortization, net 6,896 9 Total intangible assets, net 9,186 9 Amortization charge for the year to December 31, 481 604 The amortization charge from continuing operations for the year 2019 was USD 534,155 Trademarks not subject to amortization are made up of a balance of USD 2,189,508 1,924,587 Other intangibles include a balance of USD 7,284,614 6,403,206 17 345,300 408,615 6,057,906 6,891,783 The useful economic life of intangible assets is as follow: · Trademarks: 5 10 · Patents: 5 10 · License agreements: 3 5 · Other intangibles: 5 17 Future amortization charges are detailed below: Intangible Assets - Schedule of Intangible Asset Future Amortization Expense Future estimated aggregate amortization expense Year USD'000 2022 433 2023 430 2024 429 2025 429 2026 429 2027 and beyond 4,746 Total intangible assets subject to amortization, net 6,896 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 19. Leases WISeKey has historically entered into a number of lease arrangements under which it is the lessee. As at December 31, 2021, WISeKey holds one sixteen one We have elected the short-term lease practical expedient related to leases of various premises and equipment. We have elected the practical expedients related to lease classification of leases that commenced before the effective date of ASC 842. In the years 2021, 2020, and 2019 we recognized rent expenses associated with our leases as follows: Leases - Schedule of Lease Costs 12 months ended December 31, 12 months ended December 31, 12 months ended December 31, USD'000 2021 2020 2019 Finance lease cost: Amortization of right-of-use assets 68 66 31 Interest on lease liabilities 7 12 8 Operating lease cost: Fixed rent expense 1,079 602 567 Short-term lease cost 7 22 63 Net lease cost 1,161 702 669 Lease cost - Cost of sales Cost of Sales — — — Lease cost - General & administrative expenses General & Administrative Expenses 1,161 702 669 Net lease cost 1,161 702 669 In the years 2021 and 2020, we had the following cash and non-cash activities associated with our leases: Leases - Schedule of Cash and Non-Cash Activities Associated with Leases As at December 31, As at December 31, USD'000 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases 114 106 Operating cash flows from operating leases 964 632 Financing cash flows from finance leases 7 12 Non-cash investing and financing activities: Net lease cost 1,161 702 Additions to ROU assets obtained from: New finance lease liabilities — — New operating lease liabilities 2,375 544 As at December 31, 2021, future minimum annual lease payments were as follows: Leases - Schedule of Future Minimum Lease Payments USD'000 USD'000 USD'000 USD'000 Year Operating Short-term Finance Total 2022 1,038 2 61 1,101 2023 972 1 — 973 2024 657 — 657 2025 592 — — 592 2026 and beyond 1,016 — — 1,016 Total future minimum operating and short-term lease payments 4,275 3 61 4,339 Less effects of discounting (447 ) — (6 ) (453 ) Less effects of practical expedient — (3 ) — (3 ) Lease liabilities recognized 3,828 — 55 3,883 In line with ASU 2018-11, future minimum lease payments under legacy ASC 840 are disclosed in the table below: Leases - Schedule of Future Minimum Lease Payments for Operating Leases Year USD'000 2022 1,101 2023 973 2024 657 2025 592 2026 and beyond 1,016 Total future minimum operating and short-term lease payments 4,339 Less effects of discounting (456) Lease liabilities recognized 3,883 As of December 31, 2021, the weighted-average remaining lease term was 0.5 4.0 For our finance lease, the implicit rate was calculated as 5.17 3.26 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 20. Goodwill We test goodwill for impairment annually on October 1st, or as and when indicators of impairment arise. As at October 01, 2021, the fair value of the net assets of the reporting unit concerned by goodwill was superior to the carrying value of the net assets and goodwill allocated. After October 01, 2021, there were no impairment indicators identified triggering a new impairment test. Therefore, no impairment loss was recorded in 2021. Goodwill of EUR 19,799,052 24,031,436 22,524,411 1,507,025 Impairment reviews have been conducted for 2 items of goodwill allocated to 2 reporting units (“ RU USD'000 IoT Segment AI Segment Total Goodwill balance as at December 31, 2019 8,317 — 8,317 Goodwill acquired during the year — — — Impairment losses — — — As a December 31, 2020 Goodwill 8,317 — 8,317 Accumulated impairment losses — — — Goodwill balance as at December 31, 2020 8,317 — 8,317 Goodwill acquired during the year — 24,031 24,031 Currency translation adjustment — (1,507) (1,507) Impairment losses — — — As a December 31, 2021 Goodwill 8,317 24,031 32,348 Accumulated currency translation adjustments — (1,507) (1,507) Accumulated impairment losses — — — Goodwill balance as at December 31, 2021 8,317 22,524 30,841 The assumptions included in the impairment tests require judgment, and changes to these inputs could impact the results of the calculations. Other than management's projections of future cash flows, the primary assumptions used in the impairment tests were the weighted-average cost of capital and long-term growth rates. Although the Group's cash flow forecasts are based on assumptions that are considered reasonable by management and consistent with the plans and estimates management is using to operate the underlying businesses, there are significant judgments in determining the expected future cash flows attributable to a reporting unit. |
Equity securities, at cost
Equity securities, at cost | 12 Months Ended |
Dec. 31, 2021 | |
Equity Securities At Cost | |
Equity securities, at cost | Note 21. Equity securities, at cost Warrant agreement in Tarmin On September 27, 2018 WISeKey purchased a warrant agreement in Tarmin Inc. from ExWorks as part of the eleventh amendment of the ExWorks Credit Agreement (see Note 25). As a result, WISeKey entered into a warrant agreement with Tarmin Inc (“ Tarmin Tarmin Warrant 22 0.01 0.0001 7,000,000 3,000,000 4,000,000 The Tarmin Warrant was assessed as an equity investment without a readily determinable fair value and we elected the measurement at cost less impairment, adjusted for observable price changes for identical or similar investments of the same issuer as permitted by ASU 2016-01. As such, the Tarmin Warrant was initially recognized on the balance sheet at USD 7,000,000 7,000,000 Investment in FOSSA SYSTEMS s.l. On April 08, 2021, WISeKey E.L.A. s.l. invested EUR 440,000 475,673 FOSSA The FOSSA investment was assessed as an equity investment without a readily determinable fair value and we elected the measurement at cost less impairment, adjusted for observable price changes for identical or similar investments of the same issuer as permitted by ASU 2016-01. As such, the FOSSA investment was initially recognized on the balance sheet at EUR 440,000 475,673 As at December 31, 2021, we performed a qualitative assessment to consider potential impairment indicators. We made reasonable efforts to identify any observable transactions of identical or similar investments, but did not identify any such transaction. Therefore, no impairment loss was recorded in the year to December 31, 2021, and the carrying value of the FOSSA investment as at December 31, 2021 was EUR 440,000 500,566 |
Equity securities, at fair valu
Equity securities, at fair value | 12 Months Ended |
Dec. 31, 2021 | |
Equity Securities At Fair Value | |
Equity securities, at fair value | Note 22. Equity securities, at fair value On March 29, 2017, the Group announced that the respective boards of directors of WISeKey and OpenLimit Holding AG (DE: O5H) (“OpenLimit“) had decided that discussions in relation to a possible merger transaction between WISeKey and OpenLimit as previously announced on July 25, 2016 were not being further pursued. The interim financing provided by WISeKey to OpenLimit in a principal amount of EUR 750,000 VWAP 2,200,000 8.4 0.3409 846,561 As at December 31, 2021, the fair value was recalculated using the closing market price on the Frankfurt Stock Exchange of EUR 0.0005 (USD 0.0006 1,251 300,050 301,301 |
Other noncurrent assets
Other noncurrent assets | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other noncurrent assets | Note 23. Other noncurrent assets Other noncurrent assets consisted of noncurrent deposits. Deposits are primarily made up of rental deposits on the premises rented by the Group. |
Accounts payable
Accounts payable | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts payable | Note 24. Accounts payable The accounts payable balance consisted of the following: Accounts Payable - Schedule of Accounts Payable As at December 31, As at December 31, USD'000 2021 2020 Trade creditors 7,031 4,608 Factors or other financial institutions for borrowings 26 178 Accounts payable to Board Members 2,802 1,580 Accounts payable to other related parties 189 172 Accounts payable to underwriters, promoters, and employees 2,999 2,985 Other accounts payable 3,401 3,576 Total accounts payable 16,448 13,099 As at December 31, 2021, accounts payable to Board Members are made up of accrued salaries and bonus of CHF 2,555,032 2,802,171 As at December 31, 2021, accounts payable to other related parties are made up of a CHF 172,320 188,988 Accounts payable to underwriters, promoters and employees consist primarily of payable balances to employees in relation to holidays, bonus and 13th month accruals across WISeKey. Other accounts payable are mostly amounts due or accrued for professional services (e.g. legal, accountancy, and audit services) and accruals of social charges in relation to the accrued liability to employees. |
Notes payable
Notes payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes payable | Note 25. Notes payable Notes payable consisted of the following: Notes Payable - Schedule of Notes Payable As at December 31, As at December 31, USD'000 2021 2020 Short-term loan 6,165 4,030 Short-term loan from shareholders 84 85 Total notes payable 6,249 4,115 As at December 31, 2021, the current notes payable balance was made up of: - a USD 4,030,000 - a EUR 1,796,302 2,043,564 - a CHF 83,600 91,686 As at December 31, 2021, the short-term loan from shareholders was made up of loans from the noncontrolling shareholders of WISeKey SAARC for a total amount of USD 83,932 84,721 The weighted–average interest rate on current notes payable, excluding loans from shareholders at 0%, was respectively 10 10 |
Other current liabilities
Other current liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Other current liabilities | Note 26. Other current liabilities Other current liabilities consisted of the following: Other Current Liabilities - Schedule of Other Current Liabilities As at December 31, As at December 31, USD'000 2021 2020 Value-Added Tax payable 137 312 Other tax payable 88 137 Customer contract liability, current 128 367 Other current liabilities 199 289 Total other current liabilities 552 1,105 |
Loans and line of credit
Loans and line of credit | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Loans and line of credit | Note 27. Loans and line of credit Standby Equity Distribution Agreement with YA II PN, Ltd. On February 08, 2018 WISeKey entered into a Standby Equity Distribution Agreement (“ SEDA Yorkville 50,000,000 March 31, 2023 WISeKey has the right to make drawdowns under the SEDA, at its discretion, by requesting Yorkville to subscribe for (if the Class B Shares are issued out of authorized share capital) or purchase (if the Class B Shares are delivered out of treasury) Class B Shares worth up to CHF 5,000,000 by drawdown, subject to certain exceptions and limitations (including the exception that a drawdown request by WISeKey shall in no event cause the aggregate number of Class B Shares held by Yorkville to meet or exceed 4.99% of the total number of shares registered with the commercial register of the Canton of Zug). The purchase price will be 93% of the relevant market price at the time of the drawdown, determined by reference to a ten-day trading period following the draw down request by WISeKey. The instrument was assessed under ASC 815 as an equity instrument. WISeKey paid a one-time commitment fee of CHF 500,000 524,231 100,000 In 2018, WISeKey made 4 drawdowns for a total of CHF 1,749,992 1,755,378 540,539 In 2019, WISeKey made 5 drawdowns for a total of CHF 1,107,931 1,111,764 490,814 In 2020, WISeKey made 6 drawdowns for a total of CHF 1,134,246 1,208,569 889,845 In 2021, WISeKey made one drawdown on April 15, 2021 for CHF 363,876 380,568 219,599 The amortization charge for the capitalized fee recognized in APIC amounted to USD 30,188 As at December 31, 2021, the outstanding equity financing available was CHF 45,643,955 Facility Agreement with YA II PN, Ltd. On September 28, 2018, WISeKey entered into short-term Facility Agreement (the “ Yorkville Loan 3,500,000 May 1, 2019 4 140,000 20,000 The debt instrument was assessed as a term debt. A discount of USD 160,000 The remaining loan balance at December 31, 2018 was USD 2,717,773 57,007 The discount amortization expense recorded for the period to December 31, 2018 was USD 102,993 In the period to December 31, 2018, WISeKey repaid USD 725,220 On June 27, 2019, WISeKey entered into the First Yorkville Convertible Loan, a Convertible Loan Agreement with Yorkville to borrow USD 3,500,000 August 1, 2020 6 160,000 The conversion option into WIHN Class B shares was exercisable at the election of Yorkville at each monthly repayment date, covering any amount outstanding, be it principal and/or accrued interests. The initial exercise price was set at CHF 3.00 At the date of inception of the First Yorkville Convertible Loan, on June 27, 2019, an unpaid balance of USD 500,000 In line with ASC 470-50, we compared the present value of the new debt (the First Yorkville Convertible Loan) to the present value of the old debt (the Yorkville Loan) using the net method and concluded that the difference was below the 10% threshold. Therefore, the First Yorkville Convertible Loan was analyzed as a debt modification and accounted for under ASC 470-50-40-14. In line with ASU 2014-16, the First Yorkville Convertible Loan was assessed as a hybrid instrument, being a debt instrument with an equity-linked component (the conversion option). Per ASC 815-10, the embedded conversion option met the definition of a derivative and was accounted for separately, thereby creating a debt discount. The derivative liability component (the conversion option) was fair valued using a binomial lattice model, building in quoted market prices of WIHN Class B Shares, and inputs such as time value of money, volatility, and risk-free interest rates. It was valued at inception at USD 257,435 On the date of the agreement, WISeKey signed an option agreement granting Yorkville the option to acquire up to 500,000 3.00 373,574 2.35 3,635,638 326,126 As a result of the above accounting entries, the total debt discount recorded at inception was USD 743,561 160,000 257,435 326,126 On March 04, 2020, WISeKey entered into the Second Yorkville Convertible Loan with Yorkville to borrow USD 4,000,000 April 30, 2021 6 68,000 were paid in monthly instalments over the life of the loan The conversion option into newly issued or existing WIHN Class B Shares was exercisable at the election of Yorkville at any time until all amounts were repaid in full, covering any amount outstanding, be it principal and/or accrued interests. The initial exercise price was set at CHF 3.00 At the date of inception of the Second Yorkville Convertible Loan on March 04, 2020, an unpaid balance of USD 2,300,000 104,469 Per ASC 470-50, we compared the present value of the new debt (the Second Yorkville Convertible Loan) to the present value of the old debt (the Yorkville Convertible Loan) using the net method and concluded that the difference was below the 10% threshold. Therefore, the Second Yorkville Convertible Loan was analyzed as a debt modification and accounted for under ASC 470-50-40-14. In line with ASU 2014-16, the convertible note was assessed as a hybrid instrument, being a debt instrument with an equity-linked component (the conversion option). Per ASC 815-10, the embedded conversion option met the definition of a derivative and was accounted for separately, thereby creating a debt discount. The derivative liability component (the conversion option) was fair valued using a binomial lattice model, building in quoted market prices of WIHN Class B Shares, and inputs such as time value of money, volatility, and risk-free interest rates. It was valued at inception at USD nil. The derivative component was revalued at fair value at each reporting date in line with ASC 815-15-30-1 and allocated between current and noncurrent on a prorata temporis basis according to the monthly repayment schedule (see Note 6). In 2020, WISeKey’s repayments amounted to a total of USD 2,307,021 In the year to December 31, 2021, WISeKey repaid the full remaining balance of the loan of USD 1,692,979 82,560 Credit Agreement with ExWorks Capital Fund I, L.P On April 04, 2019 WISeCoin AG (“ WISeCoin 4,000,000 80,000 4,080,000 April 04, 2020 WCN Token 12.42 Under the terms of the credit agreement, WISeCoin is required to not enter into agreements that would result in liens on property, assets or controlled subsidiaries, in indebtedness other than the exceptions listed in the credit agreement, in mergers, consolidations, organizational changes except with an affiliate, contingent and third party liabilities, any substantial change in the nature of its business, restricted payments, insider transactions, certain debt payments, certain agreements, negative pledge, asset transfer other than sale of assets in the ordinary course of business, or holding or acquiring shares and/or quotas in another person other than WISeCoin R&D. Furthermore, WISeCoin is required to maintain its existence, pay all taxes and other liabilities. Borrowings under the line of credit are secured by first ranking security interests on all material assets and personal property of WISeCoin, and a pledge over the shares in WISeCoin representing 90% of the capital held by the Company. Under certain circumstances, additional security may be granted over the intellectual property rights of WISeCoin and WISeCoin R&D, and the shares held by WISeCoin in WISeCoin R&D. Total debt issue costs of USD 160,000 As at December 31, 2021, the loan had not been repaid and the outstanding borrowings were USD 4,030,000 Credit Agreement with Long State Investment Limited On December 16, 2019, WISeKey entered into a Convertible Term Loan Facility Agreement (the “LSI Convertible Facility” “LSI” 30 500,000 2.5 1.5 30 “ADSs” 1.80 Under the arrangement, WISeKey and LSI plan to establish a Joint Venture in Hong Kong in the first quarter of 2020 to focus on business opportunities in Asia. A memorandum of understanding has been executed between WISeKey and LSI to that effect. Due to LSI’s option to convert the loan in part at each drawdown before maturity, the LSI Convertible Facility was assessed as a debt instrument with an embedded put option. We assessed the put option under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC 480-10-25, the LSI Convertible Facility will be accounted for as a liability measured at fair value using the discounted cash flow method for each term loan (corresponding to each drawdown). Total debt issue costs amounting to CHF 56,757 400,000 759,200 56,757 759,200 In 2020 and 2021, WISeKey did not make any drawdowns under the LSI Convertible Facility. The amortization charge for the capitalized costs and fee recognized in APIC amounted to CHF 372,473 407,559 The LSI Convertible Facility expired on December 16, 2021. Loan Agreements with UBS SA On March 26, 2020, two members of the Group entered into the Covid loans to borrow funds under the Swiss Government supported COVID-19 Credit Facility with UBS SA. Under the terms of the Agreement, UBS has lent such Group members a total of CHF 571,500 March 30, 2028 Under the terms of the loans, the relevant companies are required to use the funds solely to cover the liquidity requirements of the Company. In particular, the Company cannot use the funds for the distribution of dividends and directors' fees as well as the repayment of capital contributions, the granting of active loans; refinancing of private or shareholder loans; the repayment of intra-group loans; or the transfer of guaranteed loans to a group company not having its registered office in Switzerland, whether directly or indirectly linked to applicant. During the year to December 31, 2021, WISeKey repaid CHF 70,000 501,500 550,008 Credit Agreement with Nice & Green SA On May 18, 2020, the Group entered into the Nice & Green Facility, an Agreement for the Issuance and Subscription of Convertible Notes with Nice & Green pursuant to which WISeKey has the right to draw down up to a maximum of CHF 10 Nice & Green Conversion Period Due to Nice & Green’s option to convert the loan in part at any time before maturity, and as there is no limit on the number of shares to be delivered, the Nice & Green Facility was assessed as a share-settled debt instrument with an embedded put option. We assessed the put option under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC 480-10-25, the Nice & Green Facility will be accounted for as a liability measured at cost for each term loan (corresponding to each drawdown). Per the terms of the Nice & Green Facility, WISeKey pays to Nice & Green, in cash, a commitment fee of 5 In 2020, WISeKey subscribed for a total of CHF 8,916,889 9,693,283 As at December 31, 2020, the outstanding Nice & Green Facility available was CHF 1,083,111 1,224,832 During the year to December 31, 2021 the Group did not make any subscription under the Nice & Green Facility. Therefore, as at December 31, 2021 the outstanding Nice & Green Facility available was CHF 1,083,111 1,187,876 Convertible Loan with Crede CG III, Ltd On August 07, 2020, WISeKey entered into Convertible Loan Agreement (the “ Crede Convertible Loan Crede 5 5 August 07, 2022 Due to Crede’s option to convert the loan in part or in full at any time before maturity, the Crede Convertible Loan was assessed as a share-settled debt instrument with an embedded put option. Because the value that Crede will receive at settlement does not vary with the value of the shares, the settlement provision is not considered a conversion option. We assessed the put option under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC 480-10-25, the Crede Convertible Loan was accounted for as a liability measured at fair value using the discounted cash flow method at inception. On the date of the Crede Convertible Loan, WISeKey signed a warrant agreement granting Crede the option to acquire up to 1,675,885 1.375 866,046 1.25 ,387,271 692,469 In 2020, Crede issued two exercise notices under the Crede Convertible Loan, resulting in conversions for a total of 769,333 784,880 In 2021, Crede issued two exercise notices under the Crede Convertible Loan, resulting in the following conversions: - On January 4, 2021, for 1,000,000 1,038,627 - On February 16, 2021, for 3,058,358 3,176,493 The loan was fully converted with the last conversion on February 16, 2021. Therefore, there was no outstanding balance on this loan as at December 31, 2021. For the year 2021, the Group recorded a net debt discount amortization expense in the income statement of USD 30,082 Credit Agreement with GLOBAL TECH OPPORTUNITIES 8 On December 08, 2020, WISeKey entered into an Agreement for the Issuance and Subscription of Convertible Notes (the " GTO Facility GTO 15.5 The dates and amounts of the first 3 tranches were agreed in advance in the GTO Facility agreement; for the remaining facility, GTO has the right to request the subscription of 2 tranches, all other tranches are to be subscribed for by WISeKey during the commitment period, subject to certain conditions. Each tranche is divided into convertible notes of CHF 10,000 each that do not bear interest. Subject to a cash redemption right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 12 months from issuance GTO Conversion Period Due to GTO’s option to convert the loan in part or in full at any time before maturity, the GTO Facility was assessed as a share-settled debt instrument with an embedded put option. Because the value that GTO will receive at settlement does not vary with the value of the shares, the settlement provision is not considered a conversion option. We assessed the put option under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC 480-10-25, the GTO Facility was accounted for as a liability measured at fair value using the discounted cash flow method at inception. Debt issue costs made up of legal expenses of commitment fee of CHF 697,500 697,500 Additionally, per the terms of the GTO Facility, upon each tranche subscription, WISeKey will grant GTO the option to acquire WIHN Class B Shares at an exercise price of the higher of (a) 120% of the 5-trading day VWAP of the WIHN Class B Shares on the SIX Swiss Stock Exchange over the 5 trading days immediately preceding the relevant subscription request and (b) CHF 1.50 (the “ GTO Warrant Exercise Price In 2020, WISeKey subscribed for a total of CHF 4,660,000 5,240,772 During the year ended December 31, 2021, the Group made a total of four subscriptions for a total of CHF 10,840,000 11,872,396 458,332 1.584 102,599 2.193 187,188 2.40 105,042 2.142 924,956 1,011,033 10,452,997 11,448,534 886,538 970,929 During the year ended December 31, 2021, GTO converted a total of CHF 14,750,000 16,188,524 13,328,694 23,656 25,884 70,604 77,255 1,634,628 1,792,739 As at December 31, 2021, the GTO Facility had been fully utilized, there were no unconverted convertible notes outstanding, the debt discount was fully amortized, and the deferred charge balance was CHF nil. Credit Agreement with L1 Capital Global Opportunities Master Fund On June 29, 2021, WISeKey entered into the L1 Facility, an Agreement for the Subscription of up to USD 22 22 11 WISeKey has the right to request L1 to subscribe for four additional note tranches of USD 2,750,000 each or any other amount agreed between the parties, at the date and time determined by WISeKey during the commitment period, subject to certain conditions. Each tranche is divided into convertible notes of USD 100,000 each that bear interest of 6% per annum. Subject to a cash redemption right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 24 months from issuance L1 Conversion Period Original L1 Conversion Price Due to L1’s option to convert the loan in part or in full at any time before maturity, the L1 Facility was assessed as a share-settled debt instrument with an embedded put option. In line with ASC 480-10-55-43 and ASC 480-10-55-44, because the value that L1 will predominantly receive at settlement does not vary with the value of the shares, the settlement provision is not considered a conversion option. We assessed the put option under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC 480-10-25, the L1 Facility was accounted for as a liability measured at fair value using the discounted cash flow method at inception. Debt issue costs made up of legal expenses of USD 36,745 802,500 220,000 220,000 145,953 183,901 200,871 On September 27, 2021, WISeKey and L1 entered into the L1 First Amendment, pursuant to which WISeKey has the right to request L1 to subscribe for four L1 Accelerated Tranches of between USD 1 million and USD 2,750,000 each or any other amount agreed between the parties, at the date and time determined by WISeKey during the commitment period, subject to certain conditions. The terms and conditions of the L1 Accelerated Tranches issued under the L1 First Amendment remain the same as the terms and conditions of the L1 Facility except for the conversion price of the L1 Accelerated Tranches which is set at 90% of the lowest daily volume-weighted average price of a WIHN Class B Share as traded on the SIX Swiss Exchange during the 10 trading days preceding the relevant conversion date, regardless of the conversion amount New L1 Conversion Price In line with ASC 470-50-15-3, the New L1 Conversion Price under the L1 First Amendment was assessed as a change to the conversion privileges provided in the L1 Facility for the purpose of inducing conversion, whereby the New L1 Conversion Price provides a reduction of the Original L1 Conversion Price and results in the issuance of additional WIHN Class B Shares, which is governed by ASC 470-20-40. Therefore, in line with ASC 470-20-40-16 and ASC 470-20-40-17, for conversions of L1 Accelerated Tranches, we recognize the fair value of the additional shares delivered by applying the New L1 Conversion Price in comparison with the Original L1 Conversion Price as an expense to the income statement classified as debt conversion expense. Additionally, per the terms of the L1 Facility, upon each tranche subscription under the L1 Facility and the L1 First Amendment, WISeKey will grant L1 the option to acquire WIHN Class B Shares at an exercise price of the higher of (a) 1.5 times the 5-trading day volume-weighted average price of the WIHN Class B Shares on the SIX Swiss Stock Exchange immediately preceding the tranche closing date and (b) CHF 5.00. The number of warrants granted at each tranche subscription is calculated as 25% of the principal amount of each tranche divided by the volume-weighted average price of the trading day immediately preceding the tranche closing date. Each warrant agreement has a 3-year exercise period starting on the relevant subscription date. In line with ASC 470-20-25-2, for each subscription, the proceeds from the convertible notes with a detachable warrant were allocated to the two elements based on the relative fair values of the debt instrument without the warrant and of the warrant at time of issuance. When assessed as an equity instrument, the warrant agreement is fair valued at grant using the Black-Scholes model and the market price of WIHN Class B Shares on the date of the subscription. The fair value of the debt is calculated using the discounted cash flow method. During the year to December 31, 2021, WISeKey made a total of six subscriptions under the L1 Facility and the L1 First Amendment as follows: - The L1 Initial Tranche for convertibles notes in the amount of USD 11 1,817,077 5.00 296,208 1.39 11,354,678 279,660 - On September 28, 2021, an L1 Accelerated Tranche for convertibles notes in the amount USD 1 173,267 5.00 35,462 1.25 1,077,265 31,869 - On October 20, 2021, an L1 Accelerated Tranche for convertibles notes in the amount USD 1 207,726 5.00 33,877 1.12 1,077,408 30,485 - On October 27, 2021, an L1 Accelerated Tranche for convertibles notes in the amount USD 2 384,261 5.00 62,777 1.12 2,154,556 56,624 - On November 5, 2021, an L1 Accelerated Tranche for convertibles notes in the amount USD 1 209,287 5.00 29,792 1.075 1,077,708 26,900 - On December 21, 2021, an L1 Accelerated Tranche for convertibles notes in the amount USD 1 287,345 5.00 21,756 0.814 1,077,404 19,793 During the year ended December 31, 2021, L1 converted a total of USD 8.2 5.3 11,858,831 185,528 325,424 1,376,983 As at December 31, 2021, the outstanding L1 Facility available was USD 5 3.5 388,403 3,111,597 Credit Agreement with Anson Investments Master Fund LP On June 29, 2021, WISeKey entered into an Agreement for the Issuance and Subscription of Convertible Notes (the “ Anson Facility Anson 22 11 WISeKey has the right to request Anson to subscribe for four additional note tranches of USD 2,750,000 each or any other amount agreed between the parties, at the date and time determined by WISeKey during the commitment period, subject to certain conditions. Each tranche is divided into convertible notes of USD 100,000 each that bear interest of 6% per annum. Subject to a cash redemption right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 24 months from issuance (the “Anson Conversion Period”). Conversion takes place upon request by Anson during the Anson Conversion Period, but in any case no later than at the expiry of the Anson Conversion Period. Each calendar month, Anson can request conversion of up to 12.5% of the principal amount of all issued tranches at a conversion price of 95% of the lowest daily volume-weighted average price of a Class B Share as traded on the SIX Swiss Exchange during the 5 trading days preceding the relevant conversion date, and, should Anson wish to convert more than 12.5% of the principal amount of all issued tranches in a calendar month, the conversion price for the additional converted amounts is set at the higher of (i) the Fixed Conversion price applicable to relevant tranche, and (ii) 95% of the lowest daily volume-weighted average price of a Class B Share as traded on the SIX Swiss Exchange during the 5 trading days preceding the relevant conversion date Original Anson Conversion Price Due to Anson’s option to convert the loan in part or in full at any time before maturity, the Anson Facility was assessed as a share-settled debt instrument with an embedded put option. In line with ASC 480-10-55-43 and ASC 480-10-55-44, because the value that Anson will predominantly receive at settlement does not vary with the value of the shares, the settlement provision is not considered a conversion option. We assessed the put option under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC 480-10-25, the Anson Facility was accounted for as a liability measured at fair value using the discounted cash flow method at inception. Debt issue costs made up of legal expenses of USD 4,197 802,500 220,000 145,953 183,901 200,871 On September 27, 2021, WISeKey and Anson entered into the Anson First Amendment, pursuant to which WISeKey has the right to request Anson to subscribe for four Anson Accelerated Tranches of between USD 1 million and USD 2,750,000 each or any other amount agreed between the parties, at the date and time determined by WISeKey during the commitment period, subject to certain conditions. The terms and conditions of the Anson Accelerated Tranches issued under the Anson First Amendment remain the same as the terms and conditions of the Anson Facility except for the conversion price of the Anson Accelerated Tranches which is set at 90% of the lowest daily volume-weighted average price of a Class B Share as traded on the SIX Swiss Exchange during the 10 trading days preceding the relevant conversion date, regardless of the conversion amount New Anson Conversion Price In line with ASC 470-50-15-3, the New Anson Conversion Price under the Anson First Amendment was assessed as a change to the conversion privileges provided in the Anson Facility for the purpose of inducing conversion, whereby the New Anson Conversion Price provides a reduction of the Original Anson Conversion Price and results in the issuance of additional WIHN Class B Shares, which is governed by ASC 470-20-40. Therefore, in line with ASC 470-20-40-16 and ASC 470-20-40-17, for conversions of Anson Accelerated Tranches, we recognize the fair value of the additional shares delivered by applying the New Anson Conversion Price in comparison with the Original Anson Conversion Price as an expense to the income statement classified as debt conversion expense. Additionally, per the terms of the Anson Facility, upon each tranche subscription under the Anson Facility and the Anson First Amendment, WISeKey will grant Anson the option to acquire WIHN Class B Shares at an exercise price of the higher of (a) 1.5 times the 5-trading day volume-weighted average price of the WIHN Class B Shares on the SIX Swiss Stock Exchange immediately preceding the tranche closing date and (b) CHF 5.00. The number of warrants granted at each tranche subscription is calculated as 25% of the principal amount of each tranche divided by the volume-weighted average price of the trading day immediately preceding the tranche closing date. Each warrant agreement has a 3-year exercise period starting on the relevant subscription date. In line with ASC 470-20-25-2, for each subscription, the proceeds from the convertible notes with a detachable warrant were allocated to the two elements based on the relative fair values of the debt instrument without the warrant and of the warrant at time of issuance. When assessed as an equity instrument, the warrant agreement is fair valued at grant using the Black-Scholes model and the market price of WIHN Class B Shares on the date of the subscription. The fair value of the debt is calculated using the discounted cash flow method. During the year to December 31, 2021, WISeKey made a total of three subscriptions under the Anson Facility and the Anson First Amendment as follows: - The Anson Initial Tranche for convertibles notes in the amount of USD 11 1,817,077 5.00 296,208 1.39 11,354,678 279,660 - On September 28, 2021, an Anson Accelerated Tranche for convertibles notes in the amount USD 2.75 476,486 5.00 97,520 1.25 2,822,613 91,838 - On October 27, 2021, an Anson Accelerated Tranche for convertibles notes in the amount USD 2.75 528,359 5.00 86,318 1.12 2,822,789 81,597 During the year ended December 31, 2021, Anson converted a total of USD 9.8 8,228,262 248,449 1,182,876 As at December 31, 2021, the outstanding Anson Facility available was USD 5.5 6.7 762,858 5,937,142 |
Indebtedness to related parties
Indebtedness to related parties, noncurrent | 12 Months Ended |
Dec. 31, 2021 | |
Indebtedness To Related Parties Noncurrent | |
Indebtedness to related parties, noncurrent | Note 28. Indebtedness to related parties, noncurrent On May 27, 2020, Aquilon Invest GmbH entered into a loan agreement with arago GmbH for an amount of EUR 1,918,047 The loan carries an interest rate of 6 May 26, 2025 As at December 31, 2021, the balance of the loan and accrued interests due by arago GmbH to Hans-Christian Boos as ultimate beneficiary was EUR 2,105,407 2,395,219 |
Employee benefit plans
Employee benefit plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee benefit plans | Note 29. Employee benefit plans Defined benefit post-retirement plan The Group maintains three pension plans: one maintained by WISeKey SA and one by WISeKey International Holding Ltd, both covering its employees in Switzerland, as well as one maintained by WISeKey Semiconductors SAS covering WISeKey’s French employees. All plans are considered defined benefit plans and accounted for in accordance with ASC 715 Compensation – Retirement Benefits. This model allocates pension costs over the service period of employees in the plan. The underlying principle is that employees render services ratably over this period, and therefore, the income statement effects of pensions should follow a similar pattern. ASC 715 requires recognition of the funded status or difference between the fair value of plan assets and the projected benefit obligations of the pension plan on the balance sheet, with a corresponding adjustment recorded in the net loss. If the projected benefit obligation exceeds the fair value of the plan assets, then that difference or unfunded status represents the pension liability. The Group records net service cost as an operating expense and other components of defined benefit plans as a non-operating expense in the statement of comprehensive loss. The liabilities and annual income or expense of the pension plan are determined using methodologies that involve several actuarial assumptions, the most significant of which are the discount rate and the long-term rate of asset return (based on the market-related value of assets). The fair value of plan assets is determined based on prevailing market prices. The defined benefit pension plan maintained by WISeKey Semiconductors SAS, and their obligations to employees in terms of retirement benefits, is limited to a lump sum payment based on remuneration and length of service, determined for each employee. The plan is not funded. The pension liability calculated as at December 31, 2021 is based on annual personnel costs and assumptions as of December 31, 2021. Personnel Costs As at December 31, As at December 31, As at December 31, USD'000 2021 2020 2019 Wages and Salaries 12,208 12,145 11,161 Social security contributions 3,320 3,230 2,813 Net service costs 671 646 281 Other components of defined benefit plans, net (78) 248 132 Total 16,121 16,268 14,387 As at December 31, Assumptions 2021 2021 2020 2020 2019 2019 2019 France Switzerland France Switzerland France Switzerland India Discount rate 0.75 0.33 0.30 0.15 0.70 0.25 7.30 Expected rate of return on plan assets n/a 1.50 n/a 1.50 n/a 1.50 n/a Salary increases 3 1.50 3 1.50 3 1.50 9 Switzerland For WISeKey SA and WISeKey International Holding Ltd’s funded plans, the expected long-term rate of return on assets is based on the pension fund policy which is based on approximately +0.5% in addition to the minimum interest by law in Switzerland ( “Min LPP” As at December 31, 2020 the Group’s accumulated benefit obligation amounted to USD 16,452,000 Employee Benefit Plans - Schedule of Changes in Fair Value of Plan Assets Reconciliation to Balance Sheet start of year USD'000 Fiscal year 2021 2020 2019 Fair value of plan assets (12,332) (10,686) (8,275) Projected benefit obligation 19,100 17,566 12,740 Surplus/deficit 6,768 6,880 4,465 Opening balance sheet asset/provision (funded status) 6,768 6,880 4,465 Reconciliation of benefit obligation during the year Projected benefit obligation at start of year 19,100 17,566 12,740 Net Service cost 263 436 412 Interest expense 29 50 107 Plan participant contributions 153 141 216 Net benefits paid to participants (278) (8) 1,377 Prior service costs (123) (698) 0 Actuarial losses/(gains) (1,407) (74) 2,487 Curtailment & Settlement (194) 0 0 Reclassifications 0 (2) 0 Currency translation adjustment (605) 1,689 227 Projected benefit obligation at end of year 16,938 19,100 17,566 Reconciliation of plan assets during year Fair value of plan assets at start of year (12,332) (10,686) (8,275) Employer contributions paid over the year (263) (244) (347) Plan participant contributions (153) (141) (216) Net benefits paid to participants 162 (22) (1,401) Interest income (177) (167) (123) Return in plan assets, excl. amounts included in net interest 224 (29) (136) Currency translation adjustment 370 (1,043) (188) Fair value of plan assets at end of year (12,169) (12,332) (10,686) Reconcilation to balance sheet end of year Fair value of plan assets (12,169) (12,332) (10,686) Defined benefit obligation - funded plans 16,938 19,100 17,566 Surplus/deficit 4,769 6,768 6,880 Closing balance sheet asset/provision (funded status) 4,769 6,768 6,880 Estimated amount to be amortized from accumulated OCI into NPBC over next fiscal year Net loss (gain) 270 286 283 Unrecognized transition (asset)/obligation 0 0 0 Prior service cost/(credit) (12) 61 61 Amounts recognized in accumulated OCI Net loss (gain) 2,651 4,237 4,258 Unrecognized transition (asset)/obligation 0 0 0 Prior service cost/(credit) (537) (440) 300 Deficit 2,114 3,797 4,558 Movement in Funded Status USD'000 Fiscal year 2021 2020 2019 Opening balance sheet liability (funded status) 6,768 6,880 4,465 Net Service cost 263 436 412 Interest cost/(credit) 29 50 107 Expected return on Assets (177) (167) (123) Amortization on Net (gain)/loss 270 284 88 Amortization on Prior service cost/(credit) (12) 61 62 Settlement / curtailment cost / (credit) (194) 0 0 Currency translation adjustment 6 20 (2) Total Net Periodic Benefit Cost/(credit) 185 684 544 Actuarial (gain)/loss on liabilities due to experience (342) (72) 1,056 Actuarial gain/loss on liab. from changes to fin. assump (420) 0 1,431 Actuarial (gain)/loss on liab. from changes to demo. assump (645) 0 0 Return in plan assets, excl. amounts included in net interest 224 (29) (136) Prior service cost/(credit) (123) (698) 0 Amortization on Net (gain)/loss (270) (284) (88) Amortization on Prior service cost/(credit) 12 (61) (62) Currency translation adjustment (8) (45) (2) Total gain/loss recognized via OCI (1,572) (1,189) 2,200 Employer contributions paid in the year + Cashflow required to pay benefit payments (379) (274) (371) Total cashflow (379) (274) (371) Currency translation adjustment (233) 669 43 Reclassification 0 (2) 0 Closing balance sheet liability (funded status) 4,769 6,768 6,880 Reconciliation of Net Gain / Loss Amount at beginning of year 4,237 4,258 1,964 Amortization during the year (270) (284) (86) Asset (gain) / loss 224 (29) (136) Liability (gain) / loss (1,407) (72) 2,487 Reclassifications 0 (2) 0 Currency translation adjustment (133) 366 29 Amount at year-end 2,651 4,237 4,258 Reconciliation of prior service cost/(credit) Amount at beginning of year (440) 300 357 Amortization during the year 12 (61) (62) Prior service costs for the current period (123) (698) 0 Currency translation adjustment 14 19 5 Amount at year-end (537) (440) 300 All of the assets are held under the collective contract by the plan’s re-insurer company and are invested in a mix of Swiss and International bond and equity securities. In line with ASC 820’s three-tier fair value hierarchy, pension assets belong to the fair value level 2. The table below shows the breakdown of expected future contributions payable to the Plan : Employee Benefit Plans - Schedule of Future Contributions Payable Period France Switzerland 2022 25 1,862 2023 28 410 2024 7 1,986 2025 23 504 2026 52 498 2027 to 2031 420 2,757 The Group expects to make contributions of approximately $ 263,000 There are no plan assets expected to be returned to the employer during the 12-month period following December 31, 2021. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 30. Commitments and contingencies Lease commitments The future payments due under leases are shown in Note 19. Guarantees Our software and hardware product sales agreements generally include certain provisions for indemnifying customers against liabilities if our products infringe a third party’s intellectual property rights. Certain of our product sales agreements also include provisions indemnifying customers against liabilities in the event we breach confidentiality or service level requirements. It is not possible to determine the maximum potential amount under these indemnification agreements due to our lack of history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, we have not incurred any costs as a result of such indemnifications and have not accrued any liabilities related to such obligations in our consolidated financial statements. |
Stockholders_ equity
Stockholders’ equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ equity | Note 31. Stockholders’ equity Stockholders’ equity consisted of the following: Stockholders' Equity - Schedule of Stock by Class WISeKey International Holding Ltd As at December 31, 2021 As at December 31, 2020 Share Capital Class A Shares Class B Shares Class A Shares Class B Shares Par value per share (in CHF) 0.01 0.05 0.01 0.05 Share capital (in USD) 400,186 4,685,301 400,186 2,490,403 Per Articles of association and Swiss capital categories Authorized Capital - Total number of authorized shares — 18,469,207 — 7,808,906 Conditional Share Capital - Total number of conditional shares (1) 12,000,000 31,469,207 — 7,804,030 Total number of fully paid-in shares 40,021,988 88,120,054 40,021,988 47,622,689 Per US GAAP Total number of authorized shares 40,021,988 138,058,468 40,021,988 63,234,625 Total number of fully paid-in issued shares (1) 40,021,988 88,120,054 40,021,988 47,622,689 Total number of fully paid-in outstanding shares (1) 40,021,988 80,918,390 40,021,988 42,839,554 Par value per share (in CHF) 0.01 0.05 0.01 0.05 Share capital (in USD) 400,186 4,685,301 400,186 2,490,403 Total share capital (in USD) 5,085,487 2,890,589 Treasury Share Capital Total number of fully paid-in shares held as treasury shares — 7,201,664 — 4,783,135 Treasury share capital (in USD) — 636,436 — 505,154 Total treasury share capital (in USD) — 636,436 — 505,154 (1) Conversions of conditional capital that were not registered with the commercial register as of December 31, 2021 are not deducted from the total number of conditional shares, i.e. the number shown is as if the issues had not taken place. In the years to December 31, 2021 and 2020 respectively, WISeKey purchased a total of 28,668,037 8,458,273 0.07 0.15 26,249,508 4,877,329 1.17 0.99 Share buyback program On July 09, 2019, the Group started a share buyback program on the SIX Swiss Exchange to buy back WIHN Class B Shares up to a maximum 10.0% of the share capital and 5.35% of the voting rights. In compliance with Swiss Law, at no time will the group hold more than 10% of its own registered shares. The share buyback program will end on July 08, 2022 but WISeKey may terminate the buyback program early. As at December 31, 2021, WISeKey’s treasury share balance included 282,000 Voting rights Each share carries one vote at a general meeting of shareholders, irrespective of the difference in par value of Class A Shares (CHF 0.01 0.05 0.01 0.05 Shareholder resolutions and elections (including elections of members of the board of directors) require the affirmative vote of an absolute majority of the votes represented (in person or by proxy) at a general meeting of shareholders (each Class A Share and each Class B Share having one vote), unless otherwise stipulated by law or our Articles. The following matters require approval by a majority of the par value of the shares represented at the general meeting (each Class A Share having a par value of CHF 0.01 0.05 - electing our auditor; - appointing an expert to audit our business management or parts thereof; - adopting any resolution regarding the instigation of a special investigation; and - adopting any resolution regarding the initiation of a derivative liability action. In addition, under Swiss corporation law and our Articles, approval by two-thirds of the shares represented at the meeting, and by the absolute majority of the par value of the shares represented is required for: - amending our corporate purpose; - creating or cancelling shares with preference rights; - restricting the transferability of registered shares; - restricting the exercise of the right to vote or the cancellation thereof; - creating authorized or conditional share capital; - increasing the share capital out of equity, against contributions in kind or for the purpose of acquiring specific assets and granting specific benefits; - limiting or withdrawing shareholder's pre-emptive rights; - relocating our registered office; - converting registered shares into bearer shares and vice versa; - our dissolution or liquidation; and - transactions among corporations based on Switzerland's Federal Act on Mergers, Demergers, Transformations and the Transfer of Assets of 2003, as amended (the "Swiss Merger Act") including a merger, demerger or conversion of a corporation. In accordance with Swiss law and generally accepted business practices, our Articles do not provide attendance quorum requirements generally applicable to general meetings of shareholders. Both categories of Shares confer equal entitlement to dividends and liquidation rights relative to the nominal value of the Class A Shares and the Class B Shares, respectively. Only holders of Shares (including nominees) that are recorded in the share register as of the record date communicated in the invitation to the General Meeting are entitled to vote at a General Meeting. Any acquirer of Shares who is not registered in the share register as a shareholder with voting rights may not vote at or participate in any General Meeting, but will still be entitled to dividends and other rights with financial value with respect to such Shares. Each holder of Class A Shares has entered into an agreement (each such agreement a "Shareholder Agreement") with WISeKey, pursuant to which such holder of Class A Shares has given the undertaking vis-à-vis WISeKey not to (i) directly or indirectly offer, sell, transfer or grant any option or contract to purchase, purchase any option or contract to sell, grant instruction rights with respect to or otherwise dispose of, or (ii) solicit any offers to purchase, otherwise acquire or be entitled to, any of his/her/its Class A Shares or any right associated therewith (collectively a "Transfer"), except if such Transfer constitutes a "Permitted Transfer", as defined hereafter. A Permitted Transfer is defined as a Transfer by a holder of Class A Share to his/her spouse or immediate family member (or a trust related to such immediate family member) or a third party for reasonable estate planning purposes, the transfer to an affiliate and any transfer following conversion of his/her/its Class A Shares into Class B Shares. Each holder of a Class A Share has the right to request that, at WISeKey's annual General Meeting, an item be included on the agenda according to which Class A Shares are, at the discretion of each holder of Class A Shares, converted into Class B Shares. |
Accumulated other comprehensive
Accumulated other comprehensive income | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Accumulated other comprehensive income | Note 32. Accumulated other comprehensive income USD'000 Accumulated other comprehensive income as at December 31, 2019 (1,453) Total net foreign currency translation adjustments 1,824 Total change in unrealized gains related to available-for-sale debt securities 5,385 Total defined benefit pension adjustment 1,189 Total adjustment from change in Ownership (5) Total other comprehensive income/(loss), net 8,393 Accumulated other comprehensive income as at December 31, 2020 6,940 Total net foreign currency translation adjustments (1,720) Total change in unrealized gains related to available-for-sale debt securities 1,965 Total defined benefit pension adjustment 1,572 Total reclassification adjustments (7,350) Total other comprehensive income/(loss), net (5,533) Accumulated other comprehensive income as at December 31, 2021 1,407 There is no income tax expense or benefit allocated to other comprehensive income. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 33. Revenue Nature of goods and services The following is a description of the principal activities – separated by reportable segment – from which the Group generates its revenue. For more detailed information about reportable segments, see note 39 - Segment information and geographic data. - IoT Segment The IoT segment of the Group principally generates revenue from the sale of semiconductors secure chips. Although they may be sold in connection with other services of the Group, they always represent distinct performance obligations. The Group recognizes revenue when a customer takes possession of the chips, which usually occurs when the goods are delivered. Customers typically pay once goods are delivered. - mPKI Segment The mPKI Segment of the Group generates revenues from Digital Certificates, Software as a Service, Software license and Post-Contract Customer Support (PCS) for cybersecurity applications. Products and services are sold principally separately, but may also be sold in bundled packages. For bundled packages, the Group accounts for individual products and services separately if they are distinct – i.e. if a product or service is separately identified from other items in the bundled package and if a customer can benefit from it. The consideration is allocated between separate products and services in a bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the list prices when available or estimated based on the Adjusted Market Assessment approach (e.g., licenses), or the Expected Cost-Plus Margin approach (e.g., PCS). - AI Segment The AI Segment of the Group generates revenues from providing benefits of artificial intelligence to enterprise customers globally through knowledge automation. The company uses modern technologies such as inference and machine learning in order to automatically operate the entire IT stack – from heterogeneous environments to individual applications. Products and services are sold principally separately, but may also be sold in bundled packages. For bundled packages, the Group accounts for individual products and services separately if they are distinct – i.e., if a product or service is separately identified from other items in the bundled package and if a customer can benefit from it. The consideration is allocated between separate products and services in a bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the list prices when available or estimated based on the Adjusted Market Assessment approach (e.g., licenses), the revenue can be recognized upon completion of the set-up (e.g., installation of software) or a specific period of time (e.g., maintenance and support). Product and services Nature, timing of satisfaction of performance obligations and significant payment terms Certificates The Group recognizes revenue on a straight-line basis over the validity period of the certificate, which is usually one to three years. This period starts after the certificate has been issued by the Certificate Authority and may be used by the customer for authentication and signature, by checking the certificate validity against the Root of Trust which is maintained by the Group on its IT infrastructure. Customers pay for certificates when certificates are issued and invoiced. The excess of payments over recognized revenue is shown as deferred revenue. SaaS The Group’s SaaS arrangement cover the provision of cloud-based certificate life-cycle-management solutions and signing and authentication solutions. The Group recognizes revenue on a straight-line basis over the service period which is usually yearly renewable. Customers usually pay ahead of quarterly or yearly service periods; the paid amounts which have not yet been recognized are shown as deferred revenue. Software The Group provides software for certificates life-cycle management and signing and authentication solutions. The Group recognizes license revenue when the software has been delivered and PCS revenue over the service period which is usually one-year renewable. Customers pay upon delivery of the software or over the PCS. Implementation, integration and other services The Group provides services to implement and integrate multi-element cybersecurity solutions. Most of the time the solution elements are off-the-shelve non-customized components which represent distinct performance obligations. Implementation and integration services are payable when rendered, while other revenue elements are payable and recognized as per their specific description in this section. WISeKey also provides hosting and monitoring of infrastructure services which are distinct performance obligations and are paid and recognized over the service period. Disaggregation of revenue The following table shows the Group’s revenues disaggregated by reportable segment and by product or service type: Revenue - Schedule of Disaggregation of Revenue Disaggregation of revenue Typical payment At one point in time Over time Total USD'000 2021 2020 2019 2021 2020 2019 2021 2020 2019 IoT Segment Secure chips Upon delivery 16,867 14,317 20,504 — — — 16,867 14,317 20,504 Total IoT segment revenue 16,867 14,317 20,504 — — — 16,867 14,317 20,504 mPKI Segment Certificates Upon issuance — — — 153 175 172 153 175 172 Licenses and integration Upon delivery 606 287 1,976 — — — 606 287 1,976 SaaS, PCS and hosting Quarterly or yearly — — — 20 — — 20 — — Total mPKI segment revenue 606 287 1,976 173 175 172 779 462 2,148 AI Segment SaaS, PCS and hosting Quarterly or yearly — — — 4,612 — — 4,612 — — Total AI segment revenue — — — 4,612 — — 4,612 — — Total Revenue 17,473 14,604 22,480 4,785 175 172 22,258 14,779 22,652 For the years ended December 31, 2021, 2020, and 2019 the Group recorded no revenues related to performance obligations satisfied in prior periods. At One Point in Time Over Time The following table shows the Group’s revenues disaggregated by geography, based on our customers’ billing addresses: Revenue - Schedule of Disaggregation of Revenue by Geographic Areas Net sales by region 12 months ended December 31, USD'000 2021 2020 2019 IoT Segment Switzerland 406 278 708 Rest of EMEA 3,721 4,228 7,508 North America 10,631 8,217 9,547 Asia Pacific 2,062 1,526 2,503 Latin America 47 68 238 Total IoT segment revenue 16,867 14,317 20,504 mPKI Segment Switzerland 596 314 1,428 Rest of EMEA 98 93 539 North America 58 43 144 Asia Pacific — — 1 Latin America 27 12 36 Total mPKI segment revenue 779 462 2,148 AI Segment Switzerland 270 — — Rest of EMEA 3,883 — — North America 459 — — Total AI segment revenue 4,612 — — Total Net sales 22,258 14,779 22,652 Rest of EMEA North America Asia Pacific Latin America Contract assets, deferred revenue and contract liability Our contract assets, deferred revenue and contract liability consist of: Revenue - Schedule of Contract Assets, Deferred Revenue and Contract Liability As at December 31, As at December 31, USD'000 2021 2020 Trade accounts receivables Trade accounts receivable - IoT segment 2,655 2,227 Trade accounts receivable - mPKI segment 164 381 Trade accounts receivable - AI segment 259 — Total trade accounts receivables 3,078 2,608 Contract assets — — Total contract assets — — Contract liabilities - current 128 367 Contract liabilities - noncurrent 57 23 Total contract liabilities 185 390 Deferred revenue Deferred revenue - mPKI segment 192 171 Deferred revenue - IoT segment — 150 Deferred revenue - AI segment 395 — Total deferred revenue 587 321 Revenue recognized in the period from amounts included in the deferred revenue of the mPKI and IoT segments at the beginning of the year 290 84 Increases or decreases in trade accounts receivable, contract assets, deferred revenue and contract liability were primarily due to normal timing differences between our performance and customer payments. Remaining performance obligations As of December 31, 2021, approximately USD 772,000 Estimated revenue from remaining performance obligations Total 2022 615 2023 157 Total remaining performance obligation 772 |
Other operating income
Other operating income | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Other operating income | Note 34. Other operating income Other operating income Other Operating Income - Schedule of Other Operating Income 12 months ended December 31, USD'000 2021 2020 2019 Other operating income from related parties 71 43 140 Other operating income - other 112 — 40 Total other operating income 183 43 180 In the year 2021, other operating income from related parties was made up of the amounts invoiced by WISeKey to the OISTE Foundation for the use of its premises and equipment (see Note 42). |
Stock-based compensation
Stock-based compensation | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stock-based compensation | Note 35. Stock-based compensation Employee stock option plans The Stock Option Plan (“ESOP 1”) was approved on December 31, 2007 by the stockholders of WISeKey SA, representing 2,632,500 0.01 The Stock Option Plan (“ESOP 2”) was approved on December 31, 2011 by the stockholders of WISeKey SA, representing 16,698,300 0.01 At March 22, 2016 as part of the reverse acquisition transaction, both ESOP plans in existence in WISeKey SA were transferred to WISeKey International Holding Ltd at the same terms, with the share exchange term of 5:1 into WIHN Class B Shares. Grants In the 12 months to December 31, 2019, the Group granted a total of 2,292,539 The options granted consisted of: Employees - 2,074,770 - 145,854 - 60,394 - 11,521 The options granted were valued at grant date using the Black-Scholes model. In the 12 months to December 31, 2020, the Group granted a total of 467,617 The options granted consisted of: - 279,017 - 5,381 - 16,667 November 10, 2021 - 16,666 November 10, 2022 - 33,334 June 30, 2021 - 33,333 June 30, 2022 - 33,333 June 30, 2023 - 16,323 - 33,563 The options granted were valued at grant date using the Black-Scholes model. In the 12 months to December 31, 2021, the Group granted a total of 2,029,821 The options exercisable in WIHN Class B Shares granted consisted of: - 1,883,544 - 16,714 - 33,000 May 1, 2022 - 33,000 May 1, 2023 - 34,000 May 1, 2024 - 23,042 - 6,521 In the 12 months to December 31, 2021, the Group also granted a total of 9,818,000 All options granted were valued at grant date using the Black-Scholes model. Stock option charge to the income statement The Group calculates the fair value of options granted by applying the Black-Scholes option pricing model, using the market price of a WIHN Class B Share. Expected volatility is based on historical volatility of WIHN Class B Shares. In the fiscal year 2021, a total charge of USD 3,783,314 Nonemployees - USD 3,761,150 - USD 22,164 The following assumptions were used to calculate the compensation expense and the calculated fair value of stock options granted: Stock-Based Compensation - Schedule of Stock Options Valuation Assumptions Assumption December 31, 2021 December 31, 2020 December 31, 2019 Dividend yield None None None Risk-free interest rate used (average) 1.00% 1.00% 1.00% Expected market price volatility 61.33 99.64 37.61 65.38 51.59 56.86 Average remaining expected life of stock options on WIHN Class B Shares (years) 4.31 3.43 3.01 Average remaining expected life of stock options on WIHN Class A Shares (years) 3.40 n/a n/a Unvested options to employees as at December 31, 2021 were recognized prorata temporis over the service period (grant date to vesting date). The following table illustrates the development of the Group’s non-vested options for the years ended December 31, 2021 and 2020. Stock-Based Compensation - Schedule of Non-Vested Share Activity Options on WIHN Class B Shares Options on WIHN Class A Shares Non-vested options Number of shares under options Weighted-average grant date fair value (USD) Number of shares under options Weighted-average grant date fair value (USD) Non-vested options as at December 31, 2019 5,026 3.65 — — Granted 467,617 1.08 — — Vested (339,310) 1.01 — — Non-vested forfeited or cancelled — — — — Non-vested options as at December 31, 2020 133,333 1.20 — — Granted 2,029,821 0.95 9,818,000 0.19 Vested (1,946,488) 0.98 (9,818,000) 0.19 Non-vested forfeited or cancelled (100,000) 1.05 — — Non-vested options as at December 31, 2021 116,666 1.28 — 0.19 As at December 31, 2021, there was a USD 54,690 The following tables summarize the Group’s stock option activity for the years ended December 31, 2021 and 2020. Stock-Based Compensation - Schedule of Stock Option Activity Options on WIHN Class B Shares WIHN Class B Shares under options Weighted-average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding as at December 31, 2019 2,843,115 0.99 5.19 3,693,941 Of which vested 2,838,089 1.00 5.19 3,682,672 Of which non-vested 5,026 — — — Granted 467,617 1.48 — — Exercised or converted (1,214,402) 1.57 — 2,046,219 Forfeited or cancelled — — — — Expired — — — — Outstanding as at December 31, 2020 2,096,330 1.48 4.44 554,377 Of which vested 1,962,997 1.57 4.31 329,716 Of which non-vested 133,333 — — — Granted 2,029,821 0.15 — — Exercised or converted (78,944) 0.05 — 61,125 Forfeited or cancelled (112,000) 0.05 — — Expired (123,563) 4.79 — — Outstanding as at December 31, 2021 3,811,644 0.71 5.28 2,468,898 Of which vested 3,694,978 0.69 5.25 2,455,994 Of which non-vested 116,666 — — — Options on WIHN Class A Shares WIHN Class A Shares under options Weighted-average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding as at December 31, 2019 — — — — Granted — — — — Outstanding as at December 31, 2020 — — — — Granted 9,818,000 0.01 — — Outstanding as at December 31, 2021 9,818,000 0.01 6.90 1,520,393 Of which vested 9,818,000 0.01 6.90 1,520,393 Summary of stock-based compensation expenses Stock-Based Compensation - Schedule of Stock-Based Compensation Expense Stock-based compensation expenses 12 months ended December 31, USD’000 2021 2020 2019 In relation to Employee Stock Option Plans (ESOP) 3,761 363 5,386 In relation to non-ESOP Option Agreements 22 30 28 Total 3,783 393 5,414 Stock-based compensation expenses are recorded under the following expense categories in the income statement. Research & Development Expenses Selling & Marketing Expenses General & Administrative Expenses Stock-based compensation expenses 12 months ended December 31, USD’000 2021 2020 2019 Research & development expenses 485 6 786 Selling & marketing expenses 820 209 1,269 General & administrative expenses 2,478 178 3,359 Total 3,783 393 5,414 |
Non-operating income
Non-operating income | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Non-operating income | Note 36. Non-operating income Non-operating income consisted of the following: Non-Operating Income - Schedule of Non-Operating Income 12 months ended December 31, USD'000 2021 2020 2019 Foreign exchange gain 2,955 839 1,761 Financial income — 8 74 Interest income 9 16 — Fair value adjustments on convertible loan with arago 5,553 — — Other 121 264 83 Total non-operating income 8,638 1,127 1,918 The fair value adjustments on convertible loan with arago relates to the treatment of unrealized gain on the arago Third Convertible Loan upon acquisition of arago (see Note 11). In line with ASC 320-10-40-2, upon acquiring arago on February 01, 2021 (see Note 15), the unrealized gain of CHF 6,546,964 7,349,602 1.6 1,796,155 4,946,964 5,553,447 |
Non-operating expenses
Non-operating expenses | 12 Months Ended |
Dec. 31, 2021 | |
Non-operating Expenses | |
Non-operating expenses | Note 37. Non-operating expenses Non-operating expenses consisted of the following: Non-Operating Expenses - Schedule of Non-Operating Expenses 12 months ended December 31, USD'000 2021 2020 2019 Foreign exchange losses 2,893 2,195 2,401 Financial charges 202 104 341 Interest expense 1,431 685 643 Other components of defined benefit plans, net (78 ) 248 132 Impairment of equity securities at cost — 7,000 — Other 307 847 153 Total non-operating expenses 4,755 11,079 3,670 Non-operating expenses – Other include a USD 300,050 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 38. Income taxes The components of income before income taxes are as follows: Income Taxes - Schedule of Components of Income before Income Taxes Income / (Loss) 12 months ended December 31, USD'000 2021 2020 2019 Switzerland Switzerland (14,756 ) (22,277 ) (19,179 ) Foreign Foreign (9,431 ) (6,621 ) (3,838 ) Income/(loss) before income tax (24,187 ) (28,898 ) (23,017 ) Income taxes relating to the Group are as follows: Income Taxes - Schedule of Income Tax Expense Income taxes 12 months ended December 31, USD'000 2021 2020 2019 Switzerland — — (42 ) Foreign (93 ) 9 13 Less discontinued operations Less Discontinued Operations — — 42 Income tax expense / (income) (93 ) 9 13 Income tax at the Swiss statutory rate compared to the Group’s income tax expenses as reported are as follows: Income Taxes - Schedule of Deferred Tax Assets and Liabilities at the Swiss Statutory Rate Deferred income tax assets/(liabilities) As at December 31, As at December 31, USD'000 2021 2020 Foreign (2,900 ) 3 Net deferred income tax asset /(liability) (2,900 ) 3 Income tax at the Swiss statutory rate compared to the Group’s income tax expenses as reported are as follows: Income Taxes - Schedule of Income Tax Expense at the Swiss Statutory Rate 12 months ended December 31, USD'000 2021 2020 2019 Net income/(loss) from continuing operations before income tax (24,187 ) (28,898 ) (23,017 ) Statutory tax rate 14 % 14 % 24 % Expected income tax (expense)/recovery 3,384 4,043 5,524 Income tax (expense)/recovery 93 (9 ) (13 ) Change in valuation allowance (24,710 ) (631 ) (2,129 ) Permanent Difference (92 ) (1 ) 0 Change in expiration of tax loss carryforwards 21,418 (3,411 ) (3,395 ) Income tax (expense) / recovery 93 (9 ) (13 ) The Group assesses the recoverability of its deferred tax assets and, to the extent recoverability does not satisfy the “more likely than not” recognition criterion under ASC 740, records a valuation allowance against its deferred tax assets. The Group considered its recent operating results and anticipated future taxable income in assessing the need for its valuation allowance. The Group’s deferred tax assets and liabilities consist of the following: Income Taxes - Schedule of Deferred Tax Assets and Liabilities Deferred tax assets and liabilities As at December 31, As at December 31, As at December 31, USD'000 2021 2020 2019 Stock-based compensation 92 1 — Defined benefit accrual 748 1,089 1,100 Tax loss carry-forwards 36,859 12,655 11,264 Net deferred income tax liability (2,900) — — Deferred tax liability on change in unrealized gains related to available-for-sale debt securities — (753) — Valuation allowance (37,699) (12,989) (12,358) Deferred tax assets / (liabilities) (2,900 ) 3 6 As of December 31, 2021, the Group’s operating cumulated loss carry-forwards of all jurisdictions for its continuing operations are as follows: Income Taxes - Schedule of Operating Loss Carryforward Spain France UK Germany India Saudi Arabia Operating loss-carryforward as of December 31, 2021 USD'000 USA Switzerland Spain France UK Germany India Saudi Arabia Total 2022 — 6,920 209 4,849 32 8,977 — 24 21,011 2023 — 9,789 1,213 8,887 2 11,237 — — 31,128 2024 — 5,671 1,244 — 1 11,128 — — 18,044 2025 — 10,372 — — 1 9,165 353 — 19,891 2026 — 6,181 — — 2 7,958 271 — 14,412 2027 — 16,105 — — — 8,498 164 — 24,767 2028 91 25,920 — — — 6,407 90 — 32,508 2029 9 — — — — — 178 — 187 2030 2 — 23 — — — — — 25 2031 54 — 24 — — — — — 78 2032 89 — 70 — — — — — 159 2033 — — 80 — — — — — 80 2034 — — 91 — — — — — 91 2035 829 — 187 — — — — — 1,016 2036 1,932 — 104 — — — — — 2,036 2037 1,584 — 165 — — — — — 1,749 2038 3,186 — — — — — — — 3,186 2039 5,441 — — — — — — — 5,441 2040 90 — — — — — — — 90 2041 886 — — — — — — — 886 Total operating loss carry-forwards / Year of expiration if applicable to jurisdiction 14,193 80,958 3,410 13,736 38 63,370 1,056 24 176,785 The following tax years remain subject to examination: Income Taxes - Summary of Income Tax Examinations Significant jurisdictions Open years Switzerland 2016 - 2021 USA 2019 - 2021 France 2019 - 2021 Spain 2018 - 2021 Japan Japan 2017 - 2021 Taiwan Taiwan 2021 India 2021 Germany 2019 - 2021 UK 2016 - 2021 Arabia 2021 Vietnam 2021 As at December 31, 2021, WISeKey Semiconductors SAS had recorded a USD 47,368 The Group has no unrecognized tax benefits. |
Segment information and geograp
Segment information and geographic data | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment information and geographic data | Note 39. Segment information and geographic data The Group has three segments: Internet of Things (“ IoT mPKI The IoT segment encompasses the design, manufacturing, sales and distribution of microprocessors operations. The AI segment encompasses the development, design, implementation and customization of knowledge automation technology and processes, using AI. The mPKI segment includes all operations relating to the provision of secured access keys, authentication, signing software, certificates and digital security applications. 12 months to December 31, 2021 2020 2019 USD'000 IoT AI mPKI Total IoT mPKI Total IoT mPKI Total Revenues from external customers 16,867 4,612 779 22,258 14,317 462 14,779 20,504 2,148 22,652 Intersegment revenues 128 — 3,109 3,237 — 6,786 6,786 344 6,169 6,513 Interest revenue 1 — 54 55 8 59 67 36 38 74 Interest expense 30 537 976 1,543 12 707 718 29 695 724 Depreciation and amortization 470 430 94 994 1,501 91 1,592 1,298 57 1,355 Segment income /(loss) before income taxes (1,302) (6,283) (16,448) (24,033) (2,038) (26,537) (28,575) 130 (22,837) (22,707) Profit / (loss) from intersegment sales 6 — 148 154 — 323 323 16 294 310 Income tax recovery /(expense) — 106 (13) 93 — (9) (9) — (13) (13) Other significant non cash items Share-based compensation expense — — 3,783 3,783 — 393 393 — 5,414 5,414 Gain/(loss) on derivative liability — — — — — 44 44 — 214 214 Interest and amortization of debt discount and expense — — 1,057 1,057 — 458 458 — 742 742 Segment assets 11,377 10,552 109,445 131,374 11,031 40,327 51,358 15,794 29,919 45,713 12 months to December 31, 2021 2020 2019 USD'000 USD'000 USD'000 Revenue reconciliation Total revenue for reportable segment 25,495 21,565 29,165 Elimination of intersegment revenue (3,237 ) (6,786 ) (6,513 ) Total consolidated revenue 22,258 14,779 22,652 Loss reconciliation Total profit / (loss) from reportable segments (24,033 ) (28,575 ) (22,707 ) Elimination of intersegment profits (154 ) (323 ) (310 ) Loss before income taxes (24,187 ) (28,898 ) (23,017 ) As at December 31, 2021 2020 USD'000 USD'000 Asset reconciliation Total assets from reportable segments 131,374 51,358 Elimination of intersegment receivables (19,217 ) (10,515 ) Elimination of intersegment investment and goodwill (23,352 ) 12,038 Consolidated total assets 88,805 52,881 Revenue and property, plant and equipment by geography The following tables summarize geographic information for net sales based on the billing address of the customer, and for property, plant and equipment. Segment Information and Geographic Data - Schedule of Revenue and Property, Plant and Equipment by Geography Net sales by region 12 months ended December 31, USD'000 2021 2020 2019 Switzerland 1,272 592 2,137 Rest of EMEA* Rest of EMEA 7,702 4,321 8,046 North America North America 11,148 8,260 9,691 Asia Pacific Asia Pacific 2,062 1,526 2,504 Latin America Latin America 74 80 274 Total net sales 22,258 14,779 22,652 * EMEA means Europe, Middle East and Africa Property, plant and equipment, net of depreciation, by region As at December 31, As at December 31, USD'000 2021 2020 Switzerland 85 37 Rest of EMEA* 495 953 North America 1 1 Asia Pacific 6 9 Total Property, plant and equipment, net of depreciation 587 1,000 * EMEA means Europe, Middle East and Africa |
Earnings_(Loss) per share
Earnings/(Loss) per share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings per share | |
Earnings/(Loss) per share | Note 40. Earnings/(Loss) per share The computation of basic and diluted net earnings/(loss) per share for the Group is as follows: Earnings/(Loss) Per Share - Schedule of Earnings Per Shares, Basic and Diluted 12 months ended December 31, Earnings / (loss) per share 2021 2020 2019 Net income / (loss) attributable to WISeKey International Holding AG (USD'000) (20,340 ) (28,659 ) 8,187 Effect of potentially dilutive instruments on net gain (USD'000) N/A N/A 335 Net income / (loss) attributable to WISeKey International Holding AG after effect of potentially dilutive instruments (USD'000) N/A N/A 8,522 Shares used in net earnings / (loss) per share computation: Weighted average shares outstanding - basic 71,642,457 42,785,300 36,079,000 Effect of potentially dilutive equivalent shares N/A N/A 1,399,458 Weighted average shares outstanding - diluted N/A N/A 37,478,458 Net earnings / (loss) per share Basic weighted average loss per share attributable to WIHN (USD) (0.28 ) (0.67 ) 0.23 Diluted weighted average loss per share attributable to WIHN (USD) (0.28 ) (0.67 ) 0.23 For purposes of the diluted net loss per share calculation, stock options, convertible instruments and warrants are considered potentially dilutive securities and are excluded from the calculation of diluted net loss per share, because their effect would be anti-dilutive. Therefore, basic and diluted net loss per share was the same for the year ended December 31, 2021 due to the Group’s net loss position. The following table shows the number of stock equivalents that were excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive. Earnings/(Loss) Per Share - Schedule of Anti-Dilutive Excluded from Computation Dilutive vehicles with anti-dilutive effect 2021 2020 2019 Total stock options Stock Options 3,171,936 1,333,434 — Warrants Warrants — — — Total convertible instruments Convertible Instruments 14,754,955 20,369,716 — Total number of shares from dilutive vehicles with anti-dilutive effect 17,926,891 21,703,150 — The following table shows the number of stock equivalents that were included in the computation of diluted earnings per share: Earnings/(Loss) Per Share - Schedule of Dilutive Securities Included in the Computation of Earnings Per Share Dilutive vehicles 2021 2020 2019 Total stock options — — 2,327,115 Warrants — — — Total convertible instruments — — 693,230 Total number of shares from dilutive vehicles — — 3,020,345 |
Legal proceedings
Legal proceedings | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal proceedings | Note 41. Legal proceedings We are currently not party to any legal proceedings and claims that is not provided for in our financial statements. |
Related parties disclosure
Related parties disclosure | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |
Related parties disclosure | Note 42. Related parties disclosure Subsidiaries The consolidated financial statements of the Group include the entities listed in the following table: Group Company Name Country of incorporation Year of incorporation Share Capital % ownership % ownership Nature of business WISeKey SA Switzerland 1999 CHF 933,436 95.75 95.75 Main operating company. Sales and R&D services WISeKey Semiconductors SAS France 2010 EUR 1,298,162 100.0 100.0 Chip manufacturing, sales & distribution WiseTrust SA Switzerland 1999 CHF 680,000 100.0 100.0 Non-operating investment company WISeKey ELA SL Spain 2006 EUR 4,000,000 100.0 100.0 Sales & support WISeKey SAARC Ltd U.K. 2016 GBP 100,000 51.0 51.0 Non trading WISeKey USA Inc 1 U.S.A 2006 USD 6,500 100 100 Sales & support WISeKey India Private Ltd 2 India 2016 INR 1,000,000 45.9 45.9 Sales & support WISeKey IoT Japan KK Japan 2017 JPY 1,000,000 100.0 100.0 Sales & distribution WISeKey IoT Taiwan Taiwan 2017 TWD 100,000 100.0 100.0 Sales & distribution WISeCoin AG Switzerland 2018 CHF 100,000 90.0 90.0 Sales & distribution WISeKey Equities AG Switzerland 2018 CHF 100,000 100.0 100.0 Financing, Sales & distribution WISeKey Semiconductors GmbH Germany 2019 EUR 25,000 100.0 100.0 Sales & distribution WISeKey Arabia - Information Technology Ltd Saudi Arabia 2019 SAR 200,000 51.0 51.0 Sales & distribution TrusteCoin AG 3 Switzerland 2020 CHF 100,000 100.0 51.0 Sales & distribution arago GmbH Germany 1995 EUR 266,808 51.0 n/a Process automation using AI, sales and support arago Da Vinci GmbH 4 Germany 2007 EUR 25,000 51.0 n/a Sales & support arago Technology Solutions Private Ltd 4 India 2017 INR 100,000 51.0 n/a Sales & support arago US Inc. 4 U.S.A 2015 USD 25 51.0 n/a Sales & support WISeKey Vietnam Ltd Vietnam 2021 VND 689,400,000 95.75 n/a R&D 1 2 3 4 Related party transactions and balances Receivables as at Payables as at Net expenses to Net income from Related Parties December 31, December 31, December 31, December 31, in the year ended December 31, in the year ended December 31, (in USD'000) 2021 2020 2021 2020 2021 2020 2019 2021 2020 2019 1 Carlos Moreira — — 2,802 1,580 — — — — — — 2 Philippe Doubre — — — — 179 86 114 — — — 3 David Fergusson — — — — 78 119 161 — — — 4 Eric Pellaton — — — — 92 42 — — — — 5 Jean-Philippe Ladisa — — — — 68 61 — — — — 6 Hans-Christian Boos — — 2,395 — 125 — — — — — 7 Juan Hernández Zayas — — — — — 52 165 — — — 8 Thomas Hürlimann — — — — — — 63 — — — 9 Dourgam Kummer — 14 — — — — 52 — — — 10 Maryla Shingler-Bobbio — — — — — — 123 — — — 11 Roman Brunner — — — — — — 426 — — 87 12 Anthony Nagel — — — — — — 5 — — 58 13 Maria Pia Aqueveque Jabbaz — — — — 2 1 — — — — 14 Philippe Gerwill — — — — 10 — 14 — — — 15 Geoffrey Lipman — — — — 8 — 14 — — — 16 Don Tapscott — — — — — 8 — — — — 17 Cristina Dolan — — — — — 1 — — — — 18 Wei Wang — — — — — — — — — 10 19 OISTE 129 95 189 172 350 374 219 71 32 140 20 Indian Potash Limited — — — — — — — — — — 21 Terra Ventures Inc — — 33 33 — — — — — — 22 Edmund Gibbons Limited — — — — — — 479 — — 36 23 GSP Holdings Ltd — — 17 18 — — — — — — 24 SAI LLC (SBT Ventures) — — 34 34 — — — — — — 25 Related parties of Carlos Moreira — — — — 224 223 360 — — — Total 129 109 5,470 1,837 1,136 968 2,195 71 32 331 1. Carlos Moreira is the Chairman of the Board and CEO of WISeKey. A short-term payable in an amount of CHF 2,555,032 2,802,171 2. Philippe Doubre is a Board member of the Group, and member of the Group’s nomination & compensation committee, as well as a shareholder. The expenses recorded in the income statement in the year to December 31, 2021 relate to his Board fee and compensation for additional services to WISeKey during the year. 3. David Fergusson is a Board member of the Group, and member of the Group’s audit committee and nomination & compensation committee, as well as a shareholder. The expenses recorded in the income statement in the year to December 31, 2021 relate to his Board fee. 4. Eric Pellaton is a Board member of the Group, and member of the Group’s nomination & compensation committee, as well as a shareholder. The expenses recorded in the income statement in the year to December 31, 2021 relate to his Board fee. 5. Jean-Philippe Ladisa is a Board member of the Group, and member of the Group’s audit committee. The expenses recorded in the income statement in the year to December 31, 2021 relate to his Board fee. 6. Hans-Christian Boos is the managing director of arago GmbH and a minority shareholder of arago GmbH through two personal companies. One of his wholly-owned personal companies, Aquilon Invest GmbH entered into a loan agreement with arago GmbH for an amount of EUR 1,918,047 2,105,407 2,395,219 105,895 125,312 In view of the acquisition of a controlling interest in arago, the Company entered into the “arago Third Convertible Loan Agreement” on November 18, 2020 with arago GmbH and its shareholders, Aquilon Invest GmbH and OGARA GmbH both wholly owned by Hans-Christian Boos, whereby WISeKey intended to acquire 51% of arago’s fully diluted share capital against (i) an investment of CHF 5 million, and (ii) a guarantee on arago’s existing indebtedness. The arago Third Convertible Loan Agreement documents the intention of the Company to extend a “Put Option” to Aquilon Invest GmbH and OGARA GmbH for the remaining 49% share capital of arago in exchange for 12,327,506 WIHN Class B Shares. The shares have been reserved in the Company’s authorized share capital. On April 29, 2021, WISeKey entered into an “Equity Financing Mechanism”, as amended on July 28, 2021 and January 24, 2022, with arago GmbH and Mr. Boos whereby the parties agree that the Company will finance the operations of arago. Under the Equity Financing Mechanism, should arago or its minority shareholders not be able to repay the amounts loaned by WISeKey, the Company will have the right to request that (1) arago’s shareholder Hans-Christian Boos’ right to receive 12,327,506 WIHN Class B Shares upon exercise of the Put Option held by Aquilon Invest GmbH and OGARA GmbH will be reduced by such number of WIHN Class B Shares as corresponds to the quotient of (i) the Equity Financing Mechanism amount due to WISeKey, converted into Swiss francs, divided by (ii) a Conversion Price based on the market price of a WIHN Class B Share at the relevant period; and (2) Mr. Boos, through his companies, Aquilon Invest GmbH and OGARA GmbH, will transfer to WISeKey shares in arago GmbH in the same proportion as the reduction in the Put Option right. As at December 2021, Mr. Boos, through Aquilon Invest GmbH and OGARA GmbH, had not exercised the Put Option and WISeKey had not exercised its right to convert the amounts loaned to arago into arago shares and a reduction of the Put option. 7. Juan Hernandez-Zayas is a former Board member of the Group. 8. Thomas Hürlimann is a former Board member of the Group. 9. Dourgam Kummer is a former Board member of the Group. 10. Maryla Shingler Bobbio is a former Board member of the Group, and former member of the Group’s audit committee and nomination & compensation committee. 11. Roman Brunner is the former Chief Revenue Officer of the Group. 12. Anthony Nagel is the former Chief Operations Officer of the QuoVadis Group which WISeKey divested in 2019. 13. Maria Pia Aqueveque Jabbaz is a member of the Group’s advisory committee. The expenses recorded in the income statement in the year to December 31, 2021 relate to her advisory committee fee. 14. Philipp Gerwill is a member of the Group’s advisory committee. The expenses recorded in the income statement in the year to December 31, 2021 relate to his advisory committee fee. 15. Geoffrey Lipman is a member of the Group’s advisory committee. The expenses recorded in the income statement in the year to December 31, 2021 relate to his advisory committee fee. 16. Don Tapscott is a member of the Group’s advisory committee, and cofounder of The Tapscott Group Inc. The Blockchain Research Institute (the “ BRI 17. Cristina Dolan is a former member of the Group’s advisory committee. 18. Wei Wang is a former member of the Group’s advisory committee. 19. The Organisation Internationale pour la Sécurité des Transactions Electroniques (“ OISTE OISTE is also the minority shareholder in WISeCoin AG with a 10% ownership. The receivable from OISTE as at December 31, 2021 and income recorded in the income statement in the year to December 31, 2021 relate to the facilities and personnel hosted by WISeKey SA on behalf of OISTE. In the year 2021, WISeKey SA invoiced OISTE CHF 64,546 (USD 70,626). The payable to OISTE as at December 31, 2021 and expenses relating to OISTE recognized in 2021 are made up of license and royalty fees for the year 2021 under the contract agreement with WISeKey SA. 20. Indian Potash Limited has a 10% shareholding in WISeKey India Private Ltd. 21. Terra Ventures Inc has a 49% shareholding in WISeKey SAARC Ltd. Terra Ventures granted a GBP 24,507 loan to WISeKey SAARC Ltd on January 24, 2017. The loan is non-interest bearing and has no set repayment date. 22. Edmund Gibbons Limited had a 49% shareholding in QuoVadis Services Ltd which was 51% owned by WISeKey until the divestiture of the QuoVadis Group in 2019. 23. GSP Holdings Ltd is a former shareholder in WISeKey SAARC Ltd. GSP Holdings Ltd granted a GBP 12,500 loan to WISeKey SAARC Ltd on February 02, 2017. The loan is non-interest bearing and has no set repayment date. 24. SAI LLC, doing business as SBT Ventures, is a former shareholder in WISeKey SAARC Ltd. SAI LLC granted a GBP 25,000 loan to WISeKey SAARC Ltd on January 25, 2017. The loan is non-interest bearing and has no set repayment date. 25. Two immediate family members of Carlos Moreira are employed by WISeKey SA. In line with ASC 850-10-50-5, transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis. The aggregate employment remuneration of these two immediate family members amounted to CHF 205,114 (USD 24,435) recorded in the income statement in 2021. |
WISeKey SA | |
Related Party Transaction [Line Items] | |
Country of incorporation | Switzerland |
Year of incorporation | 1999 |
Nature of business | Main operating company. Sales and R&D services |
WISeKey Semiconductors SAS | |
Related Party Transaction [Line Items] | |
Country of incorporation | France |
Year of incorporation | 2010 |
Nature of business | Chip manufacturing, sales & distribution |
WiseTrust SA | |
Related Party Transaction [Line Items] | |
Country of incorporation | Switzerland |
Year of incorporation | 1999 |
Nature of business | Non-operating investment company |
WISeKey ELA SL | |
Related Party Transaction [Line Items] | |
Country of incorporation | Spain |
Year of incorporation | 2006 |
Nature of business | Sales & support |
WISeKey SAARC Ltd | |
Related Party Transaction [Line Items] | |
Country of incorporation | U.K. |
Year of incorporation | 2016 |
Nature of business | Non trading |
WISeKey USA Inc | |
Related Party Transaction [Line Items] | |
Country of incorporation | U.S.A |
Year of incorporation | 2006 |
Nature of business | Sales & support |
WISeKey India Private Ltd | |
Related Party Transaction [Line Items] | |
Country of incorporation | India |
Year of incorporation | 2016 |
Nature of business | Sales & support |
WISeKey IoT Japan KK | |
Related Party Transaction [Line Items] | |
Country of incorporation | Japan |
Year of incorporation | 2017 |
Nature of business | Sales & distribution |
WISeKey IoT Taiwan | |
Related Party Transaction [Line Items] | |
Country of incorporation | Taiwan |
Year of incorporation | 2017 |
Nature of business | Sales & distribution |
WISeCoin AG | |
Related Party Transaction [Line Items] | |
Country of incorporation | Switzerland |
Year of incorporation | 2018 |
Nature of business | Sales & distribution |
WISeKey Equities AG | |
Related Party Transaction [Line Items] | |
Country of incorporation | Switzerland |
Year of incorporation | 2018 |
Nature of business | Financing, Sales & distribution |
WISeKey Semiconductors GmbH | |
Related Party Transaction [Line Items] | |
Country of incorporation | Germany |
Year of incorporation | 2019 |
Nature of business | Sales & distribution |
WISeKey Arabia - Information Technology Ltd | |
Related Party Transaction [Line Items] | |
Country of incorporation | Saudi Arabia |
Year of incorporation | 2019 |
Nature of business | Sales & distribution |
TrusteCoin AG | |
Related Party Transaction [Line Items] | |
Country of incorporation | Switzerland |
Year of incorporation | 2020 |
Nature of business | Sales & distribution |
arago GmbH | |
Related Party Transaction [Line Items] | |
Country of incorporation | Germany |
Year of incorporation | 1995 |
Nature of business | Process automation using AI, sales and support |
arago Da Vinci GmbH | |
Related Party Transaction [Line Items] | |
Country of incorporation | Germany |
Year of incorporation | 2007 |
Nature of business | Sales & support |
arago Technology Solutions Private Ltd | |
Related Party Transaction [Line Items] | |
Country of incorporation | India |
Year of incorporation | 2017 |
Nature of business | Sales & support |
arago US Inc. | |
Related Party Transaction [Line Items] | |
Country of incorporation | U.S.A |
Year of incorporation | 2015 |
Nature of business | Sales & support |
WISeKey Vietnam Ltd | |
Related Party Transaction [Line Items] | |
Country of incorporation | Vietnam |
Year of incorporation | 2021 |
Nature of business | R&D |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 43. Subsequent events L1 Facility On March 1, 2022, WISeKey and L1 entered into the L1 Second Amendment, pursuant to which WISeKey has the right to request L1 to subscribe for five L1 Additional Accelerated Tranches for a total aggregate amount of up to USD 5 22 After December 31, 2021, WISeKey made one subscription under the L1 Second Amendment for USD 1 After December 31, 2021, L1 issued a total of ten conversion notices, resulting in the aggregated conversion of USD 2,600,000 4,569,997 Anson Facility After December 31, 2021, Anson issued a total of five conversion notices, resulting in the aggregated conversion of USD 3,250,000 5,170,339 Options granted under WISeKey ESOP After December 31, 2021, a total of 10,805 Share Purchase and Transfer Agreement in relation to the arago Group On March 14, 2022, the Group signed a Share Purchase and Transfer Agreement to sell its 51% ownership in arago and its affiliates to OGARA GmbH, with Neutrino Energy Property GmbH & Co. acting as “Buyer Guarantor”. The sale is expected to be completed in the second quarter of 2022. The group subsidiaries making up the arago Group in scope for the sale are arago GmbH, arago Da Vinci GmbH, arago Technology Solutions Private Ltd, and arago US Inc. The completion of the sale is conditional on the consideration being transferred to WISeKey and the shares owned by the Group being transferred to OGARA. |
Business Update Related to COVI
Business Update Related to COVID-19 | 12 Months Ended |
Dec. 31, 2021 | |
Business Update Related To Covid-19 | |
Business Update Related to COVID-19 | Note 44. Business Update Related to COVID-19 In March 2020, the World Health Organization declared the Coronavirus (COVID-19) a pandemic. The outbreak spread quickly around the world, including in every geography in which the Company operates. The pandemic has created uncertainty around the impact of the global economy and has resulted in impacts to the financial markets and asset values. Governments implemented various restrictions around the world, including closure of non-essential businesses, travel, shelter-in-place requirements for citizens and other restrictions. The Company took a number of precautionary steps to safeguard its businesses and colleagues from COVID-19, including implementing travel restrictions, working from home arrangements and flexible work policies. Through the end of the first half of the year, the majority of the Company’s colleagues continued working either fully or partially in a remote work environment, with virtually no disruption to the Company as a whole and its ability to serve clients. The Company started to return to offices around the world, in line with the guidelines and orders issued by national, state and local governments, implementing a phased approach in its main offices in Switzerland and in France. We continue to prioritize the safety and well-being of our colleagues during this time. The Company’s major production centers, located in Taiwan and Vietnam, were quick to implement controls and safeguards around their processes that enabled us to continue delivering products with minimal interruption to our clients. At the end of the second quarter, we started to see the first impact of the pandemic upon our activities with certain clients reducing or delaying their orders. At this stage, the impact upon the Company has been limited and we remain confident that we will be able to fulfil all current client orders. The Company retains a strong liquidity position and believes that it has sufficient cash reserves to support the entity for the foreseeable future (see note 2 for further details.) The Company continues to review its costs and suspended its share buy-back programs in order to reduce the cash burn. The Company has applied for, and received, support under the schemes announced by the Swiss government and is applying for similar support under the schemes announced by the French government. Currently the Company remains able to meet its commitments and does not foresee any significant challenges in the near future. The Company currently does not anticipate any material impact on its liquidity position and outlook. At this stage it remains impossible to predict the extent of the impact of the COVID-19 pandemic as this will depend on numerous evolving factors and future developments that the Company is not able to predict. F-66 |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Fiscal Year | Fiscal Year The Group’s fiscal year ends on December 31. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of WISeKey and its wholly-owned or majority-owned subsidiaries over which the Group has control. The consolidated comprehensive loss and net loss of non-wholly owned subsidiaries is attributed to owners of the Group and to the noncontrolling interests in proportion to their relative ownership interests. Intercompany income and expenses, including unrealized gross profits from internal group transactions and intercompany receivables, payables and loans have been eliminated. General Principles of Business Combinations The Company uses the acquisition method to account for business combination, in line with ASC Topic 805-10 Business Combinations. Subsidiaries acquired or divested in the course of the year are included in the consolidated financial statements respectively as of the date of purchase, and up to the date of sale. The consideration for the acquisition is measured as the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Company. Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interests over the net identifiable assets acquired and liabilities assumed. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make certain estimates, judgments and assumptions. We believe these estimates, judgements and assumptions are reasonable, based upon information available at the time they were made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent there are differences between these estimates, judgments or assumptions and the actual results, our consolidated financial statements will be affected. In many cases, the accounting treatment of a particular transaction is specifically dictated by US GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting from available alternatives would not produce a materially different result. |
Foreign Currency | Foreign Currency In general, the functional currency of a foreign operation is the local currency. Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. The effects of foreign currency translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive income/loss. The Group's reporting currency is USD. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash consists of deposits held at major banks that are readily available. Cash equivalents consist of highly liquid investments that are readily convertible to cash and with original maturity dates of three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments. |
Accounts Receivable | Accounts Receivable Receivables represent rights to consideration that are unconditional and consist of amounts billed and currently due from customers, and revenues that have been recognized for accounting purposes but not yet billed to customers. The Group extends credit to customers in the normal course of business and in line with industry practices. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts We recognize an allowance for credit losses to present the net amount of receivables expected to be collected as of the balance sheet date. The allowance is based on the credit losses expected to arise over the asset’s contractual term taking into account historical loss experience, customer-specific data as well as forward looking estimates. Expected credit losses are estimated individually. Accounts receivable are written off when deemed uncollectible and are recognized as a deduction from the allowance for credit losses. Expected recoveries, which are not to exceed the amount previously written off, are considered in determining the allowance balance at the balance sheet date. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Costs are calculated using standard costs, approximating average costs. Finished goods and work-in-progress inventories include material, labor and manufacturing overhead costs. The Group records write-downs on inventory based on an analysis of obsolescence or a comparison to the anticipated demand or market value based on a consideration of marketability and product maturity, demand forecasts, historical trends and assumptions about future demand and market conditions. |
Property, Plant and Equipment | Property, Plant and Equipment Property, Plant and Equipment Minimum Maximum Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives which range from 1 5 |
Intangible Assets | Intangible Assets Intangible Assets Those intangible assets that are considered to have a finite useful life are amortized over their useful lives, which generally range from 1 14 Intangible assets with indefinite lives are not amortized but are subject to annual reviews for impairment. |
Leases | Leases In line with ASC 842, the Group, as a lessee, recognizes right-of-use assets and related lease liabilities on its balance sheet for all arrangements with terms longer than twelve months, and reviews its leases for classification between operating and finance leases. Obligations recorded under operating and finance leases are identified separately on the balance sheet. Assets under finance leases and their accumulated amortization are disclosed separately in the notes. Operating and finance lease assets and operating and finance lease liabilities are measured initially at an amount equal to the present value of minimum lease payments during the lease term, as at the beginning of the lease term. We have elected the short-term lease practical expedient whereby we do not present short-term leases on the consolidated balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. We have also elected the practical expedients related to lease classification of leases that commenced before the effective date of ASC 842. We adopted ASC 842 as of January 01, 2019 using the cumulative effect adjustment approach. Accordingly, previously reported financial statements, including footnote disclosures, have not been restated to reflect the application of the new standard to all comparative periods presented. |
Goodwill and Other Indefinite-Lived Intangible Assets | Goodwill and Other Indefinite-Lived Intangible Assets Goodwill and other indefinite-lived intangible assets are not amortized, but are subject to impairment analysis at least once annually. Goodwill is allocated to the reporting unit in which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. We review our goodwill and indefinite lived intangible assets annually for impairment, or sooner if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We use October 1 st In line with ASC 830, the goodwill balance is recorded in the functional currency of the acquired business and translated at each period end with the exchange rate impact booked into other comprehensive income. |
Equity Securities | Equity Securities Equity securities are any security representing an ownership interest in an entity or the right to acquire or dispose of an ownership interest in an entity at fixed or determinable prices, in accordance with ASC 321, i.e., investments that do not qualify for accounting as a derivative instrument, an investment in consolidated subsidiaries, or an investment accounted for under the equity method. We account for these investments in equity securities at fair value at the reporting date, except for those investments without a readily determinable fair value where we have elected the measurement at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer, in line with ASC 321. Changes in fair value are accounted for in the income statement as a non-operating income/expense. |
Available-for-sale debt securities | Available-for-sale debt securities Available-for-sale debt securities are investments in debt securities that have readily determinable fair values and are not classified as trading securities or as held-to-maturity securities. We account for these investments in available-for-sale debt securities at fair value at the reporting date and subject to impairment testing. Other than impairment losses, unrealized gains and losses are reported, net of the related tax effect, in other comprehensive income as change in unrealized gains related to available-for-sale debt securities. |
Revenue Recognition | Revenue Recognition WISeKey’s policy is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, WISeKey applies the following steps: - Step 1: Identify the contract(s) with a customer. - Step 2: Identify the performance obligations in the contract. - Step 3: Determine the transaction price. - Step 4: Allocate the transaction price to the performance obligations in the contract. - Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. We typically allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract. If a standalone price is not observable, we use estimates. The Group recognizes revenue when it satisfies a performance obligation by transferring control over goods or services to a customer. The transfer may be done at a point in time (typically for goods) or over time (typically for services). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. For performance obligations satisfied over time, the revenue is recognized over time, most frequently on a prorata temporis If the Group determines that the performance obligation is not satisfied, it will defer recognition of revenue until it is satisfied. We present revenue net of sales taxes and any similar assessments. The Group delivers products and records revenue pursuant to commercial agreements with its customers, generally in the form of an approved purchase order or sales contract. Where products are sold under warranty, the customer is granted a right of return which, when exercised, may result in either a full or partial refund of any consideration received, or a credit that can be applied against amounts owed, or that will be owed, to WISeKey. For any amount received or receivable for which we do not expect to be entitled to because the customer has exercised its right of return, we recognize those amounts as a refund liability. |
Contract Assets | Contract Assets Contract assets consists of accrued revenue where WISeKey has fulfilled its performance obligation towards the customer but the corresponding invoice has not yet been issued. Upon invoicing, the asset is reclassified to trade accounts receivable until payment. |
Deferred Revenue | Deferred Revenue Deferred revenue consists of amounts that have been invoiced and paid but have not been recognized as revenue. Deferred revenue that will be realized during the succeeding 12-month period is recorded as current and the remaining deferred revenue recorded as non-current. This would relate to multi-year certificates or licenses. |
Contract Liability | Contract Liability Contract liability consists of either: - amounts that have been invoiced and not yet paid, nor recognized as revenue. Upon payment, the liability is reclassified to deferred revenue if the amounts still have not been recognized as revenue. Contract liability that will be realized during the succeeding 12-month period is recorded as current and the remaining contract liability recorded as non-current. This would relate to multi-year certificates or licenses. - advances from customers not supported by invoices. |
Sales Commissions | Sales Commissions Sales commission expenses where revenue is recognized are recorded in the period of revenue recognition. |
Cost of Sales and Depreciation of Production Assets | Cost of Sales and Depreciation of Production Assets Our cost of sales consists primarily of expenses associated with the delivery and distribution of our services and products. These include expenses related to the license to the Global Cryptographic ROOT Key, the global Certification authorities as well as the digital certificates for people, servers and objects, expenses related to the preparation of our secure elements and the technical support provided on the Group's ongoing production and on the ramp-up phase, including materials, labor, test and assembly suppliers, and subcontractors, freights costs, as well as the amortization of probes, wafers and other items that are used in the production process. This amortization is disclosed separately under depreciation of production assets on the face of the income statement. |
Research and Development and Software Development Costs | Research and Development and Software Development Costs All research and development costs and software development costs are expensed as incurred. |
Advertising Costs | Advertising Costs All advertising costs are expensed as incurred. |
Pension Plan | Pension Plan The Group maintains three defined benefit post retirement plans: - one that covers all employees working for WISeKey SA in Switzerland, - one that covers all employees working for WISeKey International Holding Ltd in Switzerland, and - one for the French employees of WISeKey Semiconductors SAS. In accordance with ASC 715-30, Defined Benefit Plans – Pension, |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation costs are recognized in earnings using the fair-value based method for all awards granted. Fair values of options and awards granted are estimated using a Black-Scholes option pricing model. The model’s input assumptions are determined based on available internal and external data sources. The risk-free rate used in the model is based on the Swiss treasury rate for the expected contractual term. Expected volatility is based on historical volatility of WIHN Class B Shares. Compensation costs for unvested stock options and awards are recognized in earnings over the requisite service period based on the fair value of those options and awards at the grant date. Nonemployee share-based payment transactions are measured by estimating the fair value of the equity instruments that an entity is obligated to issue and the measurement date will be consistent with the measurement date for employee share-based payment awards (i.e., grant date for equity-classified awards). |
Income Taxes | Income Taxes Taxes on income are accrued in the same period as the revenues and expenses to which they relate. Deferred taxes are calculated on the temporary differences that arise between the tax base of an asset or liability and its carrying value in the balance sheet of our companies prepared for consolidation purposes, with the exception of temporary differences arising on investments in foreign subsidiaries where WISeKey has plans to permanently reinvest profits into the foreign subsidiaries. Deferred tax assets on tax loss carry-forwards are only recognized to the extent that it is “more likely than not” that future profits will be available and the tax loss carry-forward can be utilized. Changes to tax laws or tax rates enacted at the balance sheet date are taken into account in the determination of the applicable tax rate provided that they are likely to be applicable in the period when the deferred tax assets or tax liabilities are realized. WISeKey is required to pay income taxes in a number of countries. WISeKey recognizes the benefit of uncertain tax positions in the financial statements when it is more likely than not that the position will be sustained on examination by the tax authorities. The benefit recognized is the largest amount of tax benefit that is greater than 50 percent likely of being realized on settlement with the tax authority, assuming full knowledge of the position and all relevant facts. WISeKey adjusts its recognition of these uncertain tax benefits in the period in which new information is available impacting either the recognition or measurement of its uncertain tax positions. |
Research Tax Credits | Research Tax Credits Research tax credits are provided by the French government to give incentives for companies to perform technical and scientific research. Our subsidiary WISeKey Semiconductors SAS is eligible to receive such tax credits. These research tax credits are presented as a reduction of Research & development expenses in the income statement when companies that have qualifying expenses can receive such grants in the form of a tax credit irrespective of taxes ever paid or ever to be paid, the corresponding research and development efforts have been completed and the supporting documentation is available. The credit is deductible from the entity’s income tax charge for the year or payable in cash the following year, whichever event occurs first. The tax credits are included in noncurrent deferred tax credits in the balance sheet in line with ASU 2015-17. |
Earnings per Share | Earnings per Share Basic earnings per share are calculated using WISeKey International Holding AG’s weighted-average outstanding WIHN Class B Shares. When the effects are not antidilutive, diluted earnings per share is calculated using the weighted-average outstanding WIHN Class B Shares and the dilutive effect of stock options as determined under the treasury stock method. |
Segment Reporting | Segment Reporting Following the acquisition of arago, our chief operating decision maker, who is also our Chief Executive Officer, requested changes in the information that he regularly reviews for purposes of allocating resources and assessing budgets and performance. As a result, beginning in fiscal year 2021, we report our financial performance based on a new segment structure described in Note 39. There was no restatement of prior periods due to changes in reported segments. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adoption of new FASB Accounting Standard in the current year – Prior-Year Financial Statements not restated: As of January 1, 2021, the Group adopted ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans, which ASU 2018-14 deletes the following disclosure requirements: The amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year; the amount and timing of plan assets expected to be returned to the employer; related party disclosures about the amount of future annual benefits covered by insurance and annuity contracts and significant transactions between the employer or related parties and the plan. The effects of a one-percentage-point change in assumed health care cost trend rates on the (a) aggregate of the service and interest cost components of net periodic benefit costs and (b) benefit obligation for postretirement health care benefits. ASU 2018-14 adds/clarifies disclosure requirements related to the following: The weighted-average interest crediting rates for cash balance plans and other plans with promised interest crediting rates; An explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period; The projected benefit obligation (PBO) and fair value of plan assets for plans with PBOs in excess of plan assets; The accumulated benefit obligation (ABO) and fair value of plan assets for plans with ABOs in excess of plan assets. There was no material impact on the Group's results upon adoption of the standard. As of January 1, 2021, The Group also adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (the ASU), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements, which amendments primarily impact ASC 740, Income Taxes, and may impact both interim and annual reporting periods. It eliminates the need for an organization to analyze whether the following apply in a given period: · Exception to the incremental approach for intraperiod tax allocation; Exceptions to accounting for basis differences when there are ownership changes in foreign investments; Exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. The ASU also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP for: · Franchise taxes that are partially based on income; Transactions with a government that result in a step up in the tax basis of goodwill; Separate financial statements of legal entities that are not subject to tax; Enacted changes in tax laws in interim periods. There was no material impact on the Group's results upon adoption of the standard. As of January 1, 2021, the Group also adopted ASU 2020-01, Investments- Equity securities (Topic 321), Investments – equity method and joint ventures (Topic 323), and derivatives and hedging (topic 815), which provides additional guidance as a result of the adoption of ASU 2016-01, which added Topic 321, Investments – Equity Securities and provided an entity with the option to measure certain equity securities without a readily determinable fair value at cost, minus impairment. ASU 2020-01 amended the current guidance. In particular, the FASB clarified that entities seeking to apply the measurement alternative found in Topic 321 should first consider whether there are observable transactions that would require the reporting entity to either apply or discontinue the equity method of accounting in accordance with Topic 323. With respect to certain forward contracts and purchase options, the FASB explained an entity should not consider whether the underlying securities would be accounted for under Topic 323, or the fair value option found in Topic 825 upon the settlement of the contract or purchase option. Entities should instead consider the characteristics of these contracts and options based on the guidance found in 815-10-15-141 to determine the appropriate accounting treatment. There was no material impact on the Group's results upon adoption of the standard. As of January 1, 2021, the Group also adopted ASU 2020-10, Codification improvements, which further clarify and improve the Codification by codifying all guidance that requires or provides the option for an entity to disclose information within the footnotes. This clarification is meant to reduce the likelihood of a preparer missing required disclosure requirements. While the amendments do not introduce new topics or subtopics or change existing GAAP, all entities should review the changes found in the ASU to assess the impact it may have on their financial reporting requirements. There was no material impact on the Group's results upon adoption of the standard. New FASB Accounting Standard to be adopted in the future: In August 2020, the FASB issued Accounting Standards Update (ASU) no 2020-06, 'Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Summary: ASU 2020-06 simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. Effective Date: ASU No. 2020-06 is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption will be permitted. The Company expects to adopt all the aforementioned guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact. In May 2021, The FASB has issued Accounting Standards Update (ASU) No. 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options — a consensus of the FASB Emerging Issues Task Force. Summary: The ASU provides a principles-based framework to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense. This Update is to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this Update affect all entities that issue freestanding written call options that are classified in equity. Effective Date: ASU No. 2021-04 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted. The Company expects to adopt all the aforementioned guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact. In October 2021, The FASB has issued Accounting Standards Update (ASU) No. 2021-08, Business Combinations (topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. Summary: The ASU amends ASC 805 to “require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination.” Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. ASU 2021-08 requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606 (meaning the acquirer should assume it has entered the original contract at the same date and using the same terms as the acquiree). This new ASU applies to contract assets and contract liabilities acquired in a business combination and to other contracts that directly/indirectly apply the requirements of ASC 606. Effective Date: ASU No. 2021-08 is effective for public business entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. An entity should apply the amendments prospectively to business combinations occurring on or after the effective dates. Early adoption is permitted. The Company expects to adopt all the aforementioned guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact. In November 2021, The FASB has issued Accounting Standards Update (ASU) No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. Summary: The ASU provides an update to increase the transparency of government assistance including the disclosure of the types of assistance, an entity’s accounting for the assistance, and the effect of the assistance on an entity’s financial statements. ASC 832 requires the following disclosures in the notes, information about the nature of the transactions, the accounting policies used to account for the transactions, and balance sheet and income statement affected by the transactions. The duration, commitments, provisions, and other contingencies are required to disclose. Effective Date: ASU No. 2021-10 is effective for fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company expects to adopt all the aforementioned guidance when effective. Management is assessing the impact of the aforementioned guidance on its consolidated financial statements but does not expect it to have a material impact. |
Concentration of credit risks (
Concentration of credit risks (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risks - Schedule of Concentration of Risk by Risk Factor | Revenue concentration Receivables concentration 12 months ended December 31, As at December 31, 2021 2020 2019 2021 2020 IoT operating segment Multinational electronics contract manufacturing company 10 18 12 13 14 International packaging solutions, technology and chips 1 8 11 0 2 |
Fair value measurements (Tables
Fair value measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis | As at December 31, 2021 As at December 31, 2020 Fair USD'000 Carrying amount Fair value Carrying amount Fair value value level Note ref. Nonrecurring fair value measurements Accounts receivable 3,261 3,261 2,900 2,900 3 9 Notes receivable from employees and related parties 68 68 37 37 3 10 Notes receivable, noncurrent 190 190 183 183 3 14 Equity securities, at cost 501 501 — — 3 21 Accounts payable 16,448 16,448 13,099 13,099 3 24 Notes payable 6,249 6,249 4,115 4,115 3 25 Bonds, mortgages and other long-term debt 458 458 646 4,115 3 27 Convertible note payable, current — — 5,633 5,633 3 27 Convertible note payable, noncurrent 9,049 9,049 3,710 3,710 3 27 Indebtedness to related parties, noncurrent 2,395 2,395 — — 3 28 Recurring fair value measurements Available-for-sale debt security — — 9,190 9,190 1 11 Equity securities, at fair value 1 1 301 301 1 22 |
Fair Value Measurements - Schedule of Derivative Liabilities at Fair Value | Derivative liabilities USD'000 Balance as at December 31, 2019 44 Fair value of the derivative instrument (conversion option) — Gain on derivative recognized as a separate line in the statement of loss (44 ) Balance as at December 31, 2020 — Fair value of the derivative instrument (conversion option) — Gain on derivative recognized as a separate line in the statement of loss — Balance as at December 31, 2021 — |
Accounts receivable (Tables)
Accounts receivable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Credit Loss [Abstract] | |
Accounts Receivable - Schedule of Accounts Receivable | The breakdown of the accounts receivable balance is detailed below: Accounts Receivable - Schedule of Accounts Receivable As at December 31, As at December 31, USD'000 2021 2020 Trade accounts receivable 3,078 2,608 Allowance for doubtful accounts (68 ) (42 ) Accounts receivable from shareholders — 14 Accounts receivable from other related parties 129 95 Accounts receivable from underwriters, promoters, and employees 5 1 Other accounts receivable 117 224 Total accounts receivable net of allowance for doubtful accounts 3,261 2,900 |
Available-for-sale debt secur_2
Available-for-sale debt security (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Available-For-Sale Debt Security - Schedule of Debt Securities Available-For-Sale | The following table sets forth the changes in the balance of the convertible debt investment for the years ended December 31, 2019, 2020 and 2021. Available-For-Sale Debt Security - Schedule of Debt Securities Available-For-Sale Available-for-sale debt security USD'000 Balance as at December 31, 2019 — Available-for sale debt security acquired in the year 3,805 Change in unrealized gains related to available-for-sale debt securities recorded in other comprehensive income 5,385 Balance as at December 31, 2020 9,190 Change in unrealized gains related to available-for-sale debt securities recorded in other comprehensive income 1,965 Foreign currency effect on debt security held in Swiss Fancs 11 Conversion of available-for-sale debt security in the period (11,166 ) Balance as at December 31, 2021 — |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories - Schedule of Inventories, Current | Inventories consisted of the following: Inventories - Schedule of Inventories, Current As at December 31, As at December 31, USD'000 2021 2020 Raw materials 950 543 Work in progress 1,760 1,931 Total inventories 2,710 2,474 |
Other current assets (Tables)
Other current assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets - Schedule of Other Current Assets | Other current assets consisted of the following: Other Current Assets - Schedule of Other Current Assets As at December 31, As at December 31, USD'000 2021 2020 Value-Added Tax Receivable 359 762 Advanced payment to suppliers 220 43 Deposits, current 97 5 Other current assets 1 4 Total other current assets 677 814 |
Notes receivable, noncurrent (T
Notes receivable, noncurrent (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Notes Receivable, Noncurrent - Schedule of Notes Receivable, Noncurrent | Notes receivable, noncurrent consisted of the following: Notes Receivable, Noncurrent - Schedule of Notes Receivable, Noncurrent As at December 31, As at December 31, USD'000 2021 2020 Long-term receivable from, and loan, to shareholders 187 144 Long-term receivable from, and loan to, other related parties 3 39 Total notes receivable, noncurrent 190 183 |
Business combinations (Tables)
Business combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations - Schedule of Assets and Liabilities Acquired | The major classes of assets and liabilities acquired by WISeKey at fair value on the date of acquisition are as follows: Business Combinations - Schedule of Assets and Liabilities Acquired Consolidated Balance Sheet - arago group Opening balance As at February 1, USD'000 2021 ASSETS Current assets Cash and cash equivalents 243 Restricted cash, current 70 Accounts receivable, net of allowance for doubtful accounts 568 Convertible note receivable from WISeKey 1,808 Prepaid expenses 464 Other current assets 117 Total current assets 3,270 Noncurrent assets Property, plant and equipment net of accumulated depreciation 37 Intangible assets, net of accumulated amortization 10,108 Operating lease right-of-use assets 78 Equity securities, at cost 55 Goodwill — Deferred tax assets 8 Total noncurrent assets 10,286 TOTAL ASSETS 13,556 LIABILITIES Current Liabilities Accounts payable 1,288 Notes payable 3,712 Convertible loan with WISeKey — Deferred revenue 909 Current portion of obligations under operating lease liabilities 53 Other current liabilities 1,816 Total current liabilities 7,778 Noncurrent liabilities Bonds, mortgages and other long-term debt 4,296 Operating lease liabilities, noncurrent 25 Deferred tax liabilities 3,235 Total noncurrent liabilities 7,556 TOTAL LIABILITIES 15,334 TOTAL NET ASSETS (1,778 ) |
Business Combinations - Schedule of Business Combination Goodwill | Goodwill calculation USD'000 USD'000 Consideration Fair value of the convertible loan 11,166 Payment of nominal value of arago shares 165 NCI put option 10,922 Total consideration paid 22,253 Net assets acquired Total net assets of arago group at acquisition (1,778 ) Total net assets acquired (1,778 ) Goodwill at acquisition 24,031 |
Business Combinations - Schedule of Reconciliation of Total Consideration to Cash Flow Statement | Reconciliation of the total consideration to the cash flow statement USD'000 USD'000 Total consideration (22,253 ) Deduction of non-cash elements of the total consideration Fair value of the conversion option 5,553 Fair value of the NCI put option 10,922 Total non-cash elements of the total consideration 16,475 Deduction of cash paid in the year 2020 3,452 Deduction of cash and cash equivalent acquired 313 Cash flow from the acquisition of a business, net of cash and cash equivalents acquired (2,013 ) |
Deferred tax credits (Tables)
Deferred tax credits (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Tax Credits | |
Deferred Tax Credits - Schedule of Deferred Tax Credits | Deferred tax credits consisted of the following: Deferred Tax Credits - Schedule of Deferred Tax Credits As at December 31, As at December 31, USD'000 2021 2020 Deferred research & development tax credits 847 1,311 Deferred other tax credits 1 1 Total deferred tax credits 848 1,312 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment - Schedule of Property, Plant and Equipment | Property, plant and equipment, net consisted of the following. Property, Plant and Equipment - Schedule of Property, Plant and Equipment As at December 31, As at December 31, USD'000 2021 2020 Machinery & equipment Machinery and Equipment 3,940 3,925 Office equipment and furniture Office Equipment and Furniture 3,239 2,900 Computer equipment and licences Computer Equipment and Licenses 2,208 1,171 Total property, plant and equipment gross 9,387 7,996 Accumulated depreciation for: Machinery & equipment (3,685) (3,290) Office equipment and furniture (2,948) (2,573) Computer equipment and licences (2,167) (1,133) Total accumulated depreciation (8,800) (6,996) Total property, plant and equipment, net 587 1,000 Depreciation charge for the year ended December 31, 513 988 |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets - Schedule of Finite-Lived Intangible Assets | Intangible assets and future amortization expenses consisted of the following: Intangible Assets - Schedule of Finite-Lived Intangible Assets As at December 31, As at December 31, USD'000 2021 2020 Intangible assets not subject to amortization: Trademarks 2,190 — Cryptocurrencies 100 — Intangible assets subject to amortization: Trademarks 137 142 Patents 2,281 2,281 License agreements 11,326 11,626 Other intangibles 13,814 6,641 Total intangible assets gross 29,848 20,690 Accumulated amortization for: Trademarks Trademarks (137) (142) Patents Patents (2,281) (2,281) License agreements License Agreements (11,321) (11,617) Other intangibles Other Intangibles (6,923) (6,641) Total accumulated amortization (20,662) (20,681) Total intangible assets subject to amortization, net 6,896 9 Total intangible assets, net 9,186 9 Amortization charge for the year to December 31, 481 604 |
Intangible Assets - Schedule of Intangible Asset Future Amortization Expense | Future amortization charges are detailed below: Intangible Assets - Schedule of Intangible Asset Future Amortization Expense Future estimated aggregate amortization expense Year USD'000 2022 433 2023 430 2024 429 2025 429 2026 429 2027 and beyond 4,746 Total intangible assets subject to amortization, net 6,896 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases - Schedule of Lease Costs | In the years 2021, 2020, and 2019 we recognized rent expenses associated with our leases as follows: Leases - Schedule of Lease Costs 12 months ended December 31, 12 months ended December 31, 12 months ended December 31, USD'000 2021 2020 2019 Finance lease cost: Amortization of right-of-use assets 68 66 31 Interest on lease liabilities 7 12 8 Operating lease cost: Fixed rent expense 1,079 602 567 Short-term lease cost 7 22 63 Net lease cost 1,161 702 669 Lease cost - Cost of sales Cost of Sales — — — Lease cost - General & administrative expenses General & Administrative Expenses 1,161 702 669 Net lease cost 1,161 702 669 |
Leases - Schedule of Cash and Non-Cash Activities Associated with Leases | In the years 2021 and 2020, we had the following cash and non-cash activities associated with our leases: Leases - Schedule of Cash and Non-Cash Activities Associated with Leases As at December 31, As at December 31, USD'000 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases 114 106 Operating cash flows from operating leases 964 632 Financing cash flows from finance leases 7 12 Non-cash investing and financing activities: Net lease cost 1,161 702 Additions to ROU assets obtained from: New finance lease liabilities — — New operating lease liabilities 2,375 544 |
Leases - Schedule of Future Minimum Lease Payments | As at December 31, 2021, future minimum annual lease payments were as follows: Leases - Schedule of Future Minimum Lease Payments USD'000 USD'000 USD'000 USD'000 Year Operating Short-term Finance Total 2022 1,038 2 61 1,101 2023 972 1 — 973 2024 657 — 657 2025 592 — — 592 2026 and beyond 1,016 — — 1,016 Total future minimum operating and short-term lease payments 4,275 3 61 4,339 Less effects of discounting (447 ) — (6 ) (453 ) Less effects of practical expedient — (3 ) — (3 ) Lease liabilities recognized 3,828 — 55 3,883 |
Leases - Schedule of Future Minimum Lease Payments for Operating Leases | In line with ASU 2018-11, future minimum lease payments under legacy ASC 840 are disclosed in the table below: Leases - Schedule of Future Minimum Lease Payments for Operating Leases Year USD'000 2022 1,101 2023 973 2024 657 2025 592 2026 and beyond 1,016 Total future minimum operating and short-term lease payments 4,339 Less effects of discounting (456) Lease liabilities recognized 3,883 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill - Schedule of Goodwill | USD'000 IoT Segment AI Segment Total Goodwill balance as at December 31, 2019 8,317 — 8,317 Goodwill acquired during the year — — — Impairment losses — — — As a December 31, 2020 Goodwill 8,317 — 8,317 Accumulated impairment losses — — — Goodwill balance as at December 31, 2020 8,317 — 8,317 Goodwill acquired during the year — 24,031 24,031 Currency translation adjustment — (1,507) (1,507) Impairment losses — — — As a December 31, 2021 Goodwill 8,317 24,031 32,348 Accumulated currency translation adjustments — (1,507) (1,507) Accumulated impairment losses — — — Goodwill balance as at December 31, 2021 8,317 22,524 30,841 |
Accounts payable (Tables)
Accounts payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable - Schedule of Accounts Payable | The accounts payable balance consisted of the following: Accounts Payable - Schedule of Accounts Payable As at December 31, As at December 31, USD'000 2021 2020 Trade creditors 7,031 4,608 Factors or other financial institutions for borrowings 26 178 Accounts payable to Board Members 2,802 1,580 Accounts payable to other related parties 189 172 Accounts payable to underwriters, promoters, and employees 2,999 2,985 Other accounts payable 3,401 3,576 Total accounts payable 16,448 13,099 |
Notes payable (Tables)
Notes payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable - Schedule of Notes Payable | Notes payable consisted of the following: Notes Payable - Schedule of Notes Payable As at December 31, As at December 31, USD'000 2021 2020 Short-term loan 6,165 4,030 Short-term loan from shareholders 84 85 Total notes payable 6,249 4,115 |
Other current liabilities (Tabl
Other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities - Schedule of Other Current Liabilities | Other current liabilities consisted of the following: Other Current Liabilities - Schedule of Other Current Liabilities As at December 31, As at December 31, USD'000 2021 2020 Value-Added Tax payable 137 312 Other tax payable 88 137 Customer contract liability, current 128 367 Other current liabilities 199 289 Total other current liabilities 552 1,105 |
Employee benefit plans (Tables)
Employee benefit plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans - Schedule of Defined Benefit Plan Liabilities | Personnel Costs As at December 31, As at December 31, As at December 31, USD'000 2021 2020 2019 Wages and Salaries 12,208 12,145 11,161 Social security contributions 3,320 3,230 2,813 Net service costs 671 646 281 Other components of defined benefit plans, net (78) 248 132 Total 16,121 16,268 14,387 |
Employee Benefit Plans - Schedule of Assumptions | As at December 31, Assumptions 2021 2021 2020 2020 2019 2019 2019 France Switzerland France Switzerland France Switzerland India Discount rate 0.75 0.33 0.30 0.15 0.70 0.25 7.30 Expected rate of return on plan assets n/a 1.50 n/a 1.50 n/a 1.50 n/a Salary increases 3 1.50 3 1.50 3 1.50 9 |
Employee Benefit Plans - Schedule of Changes in Fair Value of Plan Assets | As at December 31, 2020 the Group’s accumulated benefit obligation amounted to USD 16,452,000 Employee Benefit Plans - Schedule of Changes in Fair Value of Plan Assets Reconciliation to Balance Sheet start of year USD'000 Fiscal year 2021 2020 2019 Fair value of plan assets (12,332) (10,686) (8,275) Projected benefit obligation 19,100 17,566 12,740 Surplus/deficit 6,768 6,880 4,465 Opening balance sheet asset/provision (funded status) 6,768 6,880 4,465 Reconciliation of benefit obligation during the year Projected benefit obligation at start of year 19,100 17,566 12,740 Net Service cost 263 436 412 Interest expense 29 50 107 Plan participant contributions 153 141 216 Net benefits paid to participants (278) (8) 1,377 Prior service costs (123) (698) 0 Actuarial losses/(gains) (1,407) (74) 2,487 Curtailment & Settlement (194) 0 0 Reclassifications 0 (2) 0 Currency translation adjustment (605) 1,689 227 Projected benefit obligation at end of year 16,938 19,100 17,566 Reconciliation of plan assets during year Fair value of plan assets at start of year (12,332) (10,686) (8,275) Employer contributions paid over the year (263) (244) (347) Plan participant contributions (153) (141) (216) Net benefits paid to participants 162 (22) (1,401) Interest income (177) (167) (123) Return in plan assets, excl. amounts included in net interest 224 (29) (136) Currency translation adjustment 370 (1,043) (188) Fair value of plan assets at end of year (12,169) (12,332) (10,686) Reconcilation to balance sheet end of year Fair value of plan assets (12,169) (12,332) (10,686) Defined benefit obligation - funded plans 16,938 19,100 17,566 Surplus/deficit 4,769 6,768 6,880 Closing balance sheet asset/provision (funded status) 4,769 6,768 6,880 |
Employee Benefit Plans - Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss) | Estimated amount to be amortized from accumulated OCI into NPBC over next fiscal year Net loss (gain) 270 286 283 Unrecognized transition (asset)/obligation 0 0 0 Prior service cost/(credit) (12) 61 61 |
Employee Benefit Plans - Schedule of Changes in Projected Benefit Obligations | Movement in Funded Status USD'000 Fiscal year 2021 2020 2019 Opening balance sheet liability (funded status) 6,768 6,880 4,465 Net Service cost 263 436 412 Interest cost/(credit) 29 50 107 Expected return on Assets (177) (167) (123) Amortization on Net (gain)/loss 270 284 88 Amortization on Prior service cost/(credit) (12) 61 62 Settlement / curtailment cost / (credit) (194) 0 0 Currency translation adjustment 6 20 (2) Total Net Periodic Benefit Cost/(credit) 185 684 544 Actuarial (gain)/loss on liabilities due to experience (342) (72) 1,056 Actuarial gain/loss on liab. from changes to fin. assump (420) 0 1,431 Actuarial (gain)/loss on liab. from changes to demo. assump (645) 0 0 Return in plan assets, excl. amounts included in net interest 224 (29) (136) Prior service cost/(credit) (123) (698) 0 Amortization on Net (gain)/loss (270) (284) (88) Amortization on Prior service cost/(credit) 12 (61) (62) Currency translation adjustment (8) (45) (2) Total gain/loss recognized via OCI (1,572) (1,189) 2,200 Employer contributions paid in the year + Cashflow required to pay benefit payments (379) (274) (371) Total cashflow (379) (274) (371) Currency translation adjustment (233) 669 43 Reclassification 0 (2) 0 Closing balance sheet liability (funded status) 4,769 6,768 6,880 Reconciliation of Net Gain / Loss Amount at beginning of year 4,237 4,258 1,964 Amortization during the year (270) (284) (86) Asset (gain) / loss 224 (29) (136) Liability (gain) / loss (1,407) (72) 2,487 Reclassifications 0 (2) 0 Currency translation adjustment (133) 366 29 Amount at year-end 2,651 4,237 4,258 Reconciliation of prior service cost/(credit) Amount at beginning of year (440) 300 357 Amortization during the year 12 (61) (62) Prior service costs for the current period (123) (698) 0 Currency translation adjustment 14 19 5 Amount at year-end (537) (440) 300 |
Employee Benefit Plans - Schedule of Future Contributions Payable | The table below shows the breakdown of expected future contributions payable to the Plan : Employee Benefit Plans - Schedule of Future Contributions Payable Period France Switzerland 2022 25 1,862 2023 28 410 2024 7 1,986 2025 23 504 2026 52 498 2027 to 2031 420 2,757 |
Stockholders_ equity (Tables)
Stockholders’ equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity - Schedule of Stock by Class | Stockholders’ equity consisted of the following: Stockholders' Equity - Schedule of Stock by Class WISeKey International Holding Ltd As at December 31, 2021 As at December 31, 2020 Share Capital Class A Shares Class B Shares Class A Shares Class B Shares Par value per share (in CHF) 0.01 0.05 0.01 0.05 Share capital (in USD) 400,186 4,685,301 400,186 2,490,403 Per Articles of association and Swiss capital categories Authorized Capital - Total number of authorized shares — 18,469,207 — 7,808,906 Conditional Share Capital - Total number of conditional shares (1) 12,000,000 31,469,207 — 7,804,030 Total number of fully paid-in shares 40,021,988 88,120,054 40,021,988 47,622,689 Per US GAAP Total number of authorized shares 40,021,988 138,058,468 40,021,988 63,234,625 Total number of fully paid-in issued shares (1) 40,021,988 88,120,054 40,021,988 47,622,689 Total number of fully paid-in outstanding shares (1) 40,021,988 80,918,390 40,021,988 42,839,554 Par value per share (in CHF) 0.01 0.05 0.01 0.05 Share capital (in USD) 400,186 4,685,301 400,186 2,490,403 Total share capital (in USD) 5,085,487 2,890,589 Treasury Share Capital Total number of fully paid-in shares held as treasury shares — 7,201,664 — 4,783,135 Treasury share capital (in USD) — 636,436 — 505,154 Total treasury share capital (in USD) — 636,436 — 505,154 (1) Conversions of conditional capital that were not registered with the commercial register as of December 31, 2021 are not deducted from the total number of conditional shares, i.e. the number shown is as if the issues had not taken place. |
Accumulated other comprehensi_2
Accumulated other comprehensive income (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income - Schedule of Accumulated Other Comprehensive Income | USD'000 Accumulated other comprehensive income as at December 31, 2019 (1,453) Total net foreign currency translation adjustments 1,824 Total change in unrealized gains related to available-for-sale debt securities 5,385 Total defined benefit pension adjustment 1,189 Total adjustment from change in Ownership (5) Total other comprehensive income/(loss), net 8,393 Accumulated other comprehensive income as at December 31, 2020 6,940 Total net foreign currency translation adjustments (1,720) Total change in unrealized gains related to available-for-sale debt securities 1,965 Total defined benefit pension adjustment 1,572 Total reclassification adjustments (7,350) Total other comprehensive income/(loss), net (5,533) Accumulated other comprehensive income as at December 31, 2021 1,407 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue - Schedule of Disaggregation of Revenue by Geographic Areas | The following table shows the Group’s revenues disaggregated by reportable segment and by product or service type: Revenue - Schedule of Disaggregation of Revenue Disaggregation of revenue Typical payment At one point in time Over time Total USD'000 2021 2020 2019 2021 2020 2019 2021 2020 2019 IoT Segment Secure chips Upon delivery 16,867 14,317 20,504 — — — 16,867 14,317 20,504 Total IoT segment revenue 16,867 14,317 20,504 — — — 16,867 14,317 20,504 mPKI Segment Certificates Upon issuance — — — 153 175 172 153 175 172 Licenses and integration Upon delivery 606 287 1,976 — — — 606 287 1,976 SaaS, PCS and hosting Quarterly or yearly — — — 20 — — 20 — — Total mPKI segment revenue 606 287 1,976 173 175 172 779 462 2,148 AI Segment SaaS, PCS and hosting Quarterly or yearly — — — 4,612 — — 4,612 — — Total AI segment revenue — — — 4,612 — — 4,612 — — Total Revenue 17,473 14,604 22,480 4,785 175 172 22,258 14,779 22,652 For the years ended December 31, 2021, 2020, and 2019 the Group recorded no revenues related to performance obligations satisfied in prior periods. At One Point in Time Over Time The following table shows the Group’s revenues disaggregated by geography, based on our customers’ billing addresses: Revenue - Schedule of Disaggregation of Revenue by Geographic Areas Net sales by region 12 months ended December 31, USD'000 2021 2020 2019 IoT Segment Switzerland 406 278 708 Rest of EMEA 3,721 4,228 7,508 North America 10,631 8,217 9,547 Asia Pacific 2,062 1,526 2,503 Latin America 47 68 238 Total IoT segment revenue 16,867 14,317 20,504 mPKI Segment Switzerland 596 314 1,428 Rest of EMEA 98 93 539 North America 58 43 144 Asia Pacific — — 1 Latin America 27 12 36 Total mPKI segment revenue 779 462 2,148 AI Segment Switzerland 270 — — Rest of EMEA 3,883 — — North America 459 — — Total AI segment revenue 4,612 — — Total Net sales 22,258 14,779 22,652 |
Revenue - Schedule of Disaggregation of Revenue by Geographic Areas | The following table shows the Group’s revenues disaggregated by geography, based on our customers’ billing addresses: Revenue - Schedule of Disaggregation of Revenue by Geographic Areas Net sales by region 12 months ended December 31, USD'000 2021 2020 2019 IoT Segment Switzerland 406 278 708 Rest of EMEA 3,721 4,228 7,508 North America 10,631 8,217 9,547 Asia Pacific 2,062 1,526 2,503 Latin America 47 68 238 Total IoT segment revenue 16,867 14,317 20,504 mPKI Segment Switzerland 596 314 1,428 Rest of EMEA 98 93 539 North America 58 43 144 Asia Pacific — — 1 Latin America 27 12 36 Total mPKI segment revenue 779 462 2,148 AI Segment Switzerland 270 — — Rest of EMEA 3,883 — — North America 459 — — Total AI segment revenue 4,612 — — Total Net sales 22,258 14,779 22,652 |
Revenue - Schedule of Contract Assets, Deferred Revenue and Contract Liability | Our contract assets, deferred revenue and contract liability consist of: Revenue - Schedule of Contract Assets, Deferred Revenue and Contract Liability As at December 31, As at December 31, USD'000 2021 2020 Trade accounts receivables Trade accounts receivable - IoT segment 2,655 2,227 Trade accounts receivable - mPKI segment 164 381 Trade accounts receivable - AI segment 259 — Total trade accounts receivables 3,078 2,608 Contract assets — — Total contract assets — — Contract liabilities - current 128 367 Contract liabilities - noncurrent 57 23 Total contract liabilities 185 390 Deferred revenue Deferred revenue - mPKI segment 192 171 Deferred revenue - IoT segment — 150 Deferred revenue - AI segment 395 — Total deferred revenue 587 321 Revenue recognized in the period from amounts included in the deferred revenue of the mPKI and IoT segments at the beginning of the year 290 84 |
Revenue - Schedule of Remaining Performance Obligations | Estimated revenue from remaining performance obligations Total 2022 615 2023 157 Total remaining performance obligation 772 |
Other operating income (Tables)
Other operating income (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Other Operating Income - Schedule of Other Operating Income | Other operating income Other Operating Income - Schedule of Other Operating Income 12 months ended December 31, USD'000 2021 2020 2019 Other operating income from related parties 71 43 140 Other operating income - other 112 — 40 Total other operating income 183 43 180 In the year 2021, other operating income from related parties was made up of the amounts invoiced by WISeKey to the OISTE Foundation for the use of its premises and equipment (see Note 42). |
Stock-based compensation (Table
Stock-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stock-Based Compensation - Schedule of Stock Options Valuation Assumptions | The following assumptions were used to calculate the compensation expense and the calculated fair value of stock options granted: Stock-Based Compensation - Schedule of Stock Options Valuation Assumptions Assumption December 31, 2021 December 31, 2020 December 31, 2019 Dividend yield None None None Risk-free interest rate used (average) 1.00% 1.00% 1.00% Expected market price volatility 61.33 99.64 37.61 65.38 51.59 56.86 Average remaining expected life of stock options on WIHN Class B Shares (years) 4.31 3.43 3.01 Average remaining expected life of stock options on WIHN Class A Shares (years) 3.40 n/a n/a |
Stock-Based Compensation - Schedule of Non-Vested Share Activity | The following table illustrates the development of the Group’s non-vested options for the years ended December 31, 2021 and 2020. Stock-Based Compensation - Schedule of Non-Vested Share Activity Options on WIHN Class B Shares Options on WIHN Class A Shares Non-vested options Number of shares under options Weighted-average grant date fair value (USD) Number of shares under options Weighted-average grant date fair value (USD) Non-vested options as at December 31, 2019 5,026 3.65 — — Granted 467,617 1.08 — — Vested (339,310) 1.01 — — Non-vested forfeited or cancelled — — — — Non-vested options as at December 31, 2020 133,333 1.20 — — Granted 2,029,821 0.95 9,818,000 0.19 Vested (1,946,488) 0.98 (9,818,000) 0.19 Non-vested forfeited or cancelled (100,000) 1.05 — — Non-vested options as at December 31, 2021 116,666 1.28 — 0.19 |
Stock-Based Compensation - Schedule of Stock Option Activity | The following tables summarize the Group’s stock option activity for the years ended December 31, 2021 and 2020. Stock-Based Compensation - Schedule of Stock Option Activity Options on WIHN Class B Shares WIHN Class B Shares under options Weighted-average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding as at December 31, 2019 2,843,115 0.99 5.19 3,693,941 Of which vested 2,838,089 1.00 5.19 3,682,672 Of which non-vested 5,026 — — — Granted 467,617 1.48 — — Exercised or converted (1,214,402) 1.57 — 2,046,219 Forfeited or cancelled — — — — Expired — — — — Outstanding as at December 31, 2020 2,096,330 1.48 4.44 554,377 Of which vested 1,962,997 1.57 4.31 329,716 Of which non-vested 133,333 — — — Granted 2,029,821 0.15 — — Exercised or converted (78,944) 0.05 — 61,125 Forfeited or cancelled (112,000) 0.05 — — Expired (123,563) 4.79 — — Outstanding as at December 31, 2021 3,811,644 0.71 5.28 2,468,898 Of which vested 3,694,978 0.69 5.25 2,455,994 Of which non-vested 116,666 — — — Options on WIHN Class A Shares WIHN Class A Shares under options Weighted-average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding as at December 31, 2019 — — — — Granted — — — — Outstanding as at December 31, 2020 — — — — Granted 9,818,000 0.01 — — Outstanding as at December 31, 2021 9,818,000 0.01 6.90 1,520,393 Of which vested 9,818,000 0.01 6.90 1,520,393 |
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense | Summary of stock-based compensation expenses Stock-Based Compensation - Schedule of Stock-Based Compensation Expense Stock-based compensation expenses 12 months ended December 31, USD’000 2021 2020 2019 In relation to Employee Stock Option Plans (ESOP) 3,761 363 5,386 In relation to non-ESOP Option Agreements 22 30 28 Total 3,783 393 5,414 Stock-based compensation expenses are recorded under the following expense categories in the income statement. Research & Development Expenses Selling & Marketing Expenses General & Administrative Expenses Stock-based compensation expenses 12 months ended December 31, USD’000 2021 2020 2019 Research & development expenses 485 6 786 Selling & marketing expenses 820 209 1,269 General & administrative expenses 2,478 178 3,359 Total 3,783 393 5,414 |
Non-operating income (Tables)
Non-operating income (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Non-Operating Income - Schedule of Non-Operating Income | Non-operating income consisted of the following: Non-Operating Income - Schedule of Non-Operating Income 12 months ended December 31, USD'000 2021 2020 2019 Foreign exchange gain 2,955 839 1,761 Financial income — 8 74 Interest income 9 16 — Fair value adjustments on convertible loan with arago 5,553 — — Other 121 264 83 Total non-operating income 8,638 1,127 1,918 |
Non-operating expenses (Tables)
Non-operating expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Non-operating Expenses | |
Non-Operating Expenses - Schedule of Non-Operating Expenses | Non-operating expenses consisted of the following: Non-Operating Expenses - Schedule of Non-Operating Expenses 12 months ended December 31, USD'000 2021 2020 2019 Foreign exchange losses 2,893 2,195 2,401 Financial charges 202 104 341 Interest expense 1,431 685 643 Other components of defined benefit plans, net (78 ) 248 132 Impairment of equity securities at cost — 7,000 — Other 307 847 153 Total non-operating expenses 4,755 11,079 3,670 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes - Schedule of Components of Income before Income Taxes | The components of income before income taxes are as follows: Income Taxes - Schedule of Components of Income before Income Taxes Income / (Loss) 12 months ended December 31, USD'000 2021 2020 2019 Switzerland Switzerland (14,756 ) (22,277 ) (19,179 ) Foreign Foreign (9,431 ) (6,621 ) (3,838 ) Income/(loss) before income tax (24,187 ) (28,898 ) (23,017 ) |
Income Taxes - Schedule of Income Tax Expense | Income taxes relating to the Group are as follows: Income Taxes - Schedule of Income Tax Expense Income taxes 12 months ended December 31, USD'000 2021 2020 2019 Switzerland — — (42 ) Foreign (93 ) 9 13 Less discontinued operations Less Discontinued Operations — — 42 Income tax expense / (income) (93 ) 9 13 |
Income Taxes - Schedule of Deferred Tax Assets and Liabilities at the Swiss Statutory Rate | Income tax at the Swiss statutory rate compared to the Group’s income tax expenses as reported are as follows: Income Taxes - Schedule of Deferred Tax Assets and Liabilities at the Swiss Statutory Rate Deferred income tax assets/(liabilities) As at December 31, As at December 31, USD'000 2021 2020 Foreign (2,900 ) 3 Net deferred income tax asset /(liability) (2,900 ) 3 |
Income Taxes - Schedule of Income Tax Expense at the Swiss Statutory Rate | Income tax at the Swiss statutory rate compared to the Group’s income tax expenses as reported are as follows: Income Taxes - Schedule of Income Tax Expense at the Swiss Statutory Rate 12 months ended December 31, USD'000 2021 2020 2019 Net income/(loss) from continuing operations before income tax (24,187 ) (28,898 ) (23,017 ) Statutory tax rate 14 % 14 % 24 % Expected income tax (expense)/recovery 3,384 4,043 5,524 Income tax (expense)/recovery 93 (9 ) (13 ) Change in valuation allowance (24,710 ) (631 ) (2,129 ) Permanent Difference (92 ) (1 ) 0 Change in expiration of tax loss carryforwards 21,418 (3,411 ) (3,395 ) Income tax (expense) / recovery 93 (9 ) (13 ) |
Income Taxes - Schedule of Deferred Tax Assets and Liabilities | The Group’s deferred tax assets and liabilities consist of the following: Income Taxes - Schedule of Deferred Tax Assets and Liabilities Deferred tax assets and liabilities As at December 31, As at December 31, As at December 31, USD'000 2021 2020 2019 Stock-based compensation 92 1 — Defined benefit accrual 748 1,089 1,100 Tax loss carry-forwards 36,859 12,655 11,264 Net deferred income tax liability (2,900) — — Deferred tax liability on change in unrealized gains related to available-for-sale debt securities — (753) — Valuation allowance (37,699) (12,989) (12,358) Deferred tax assets / (liabilities) (2,900 ) 3 6 |
Income Taxes - Schedule of Operating Loss Carryforward | As of December 31, 2021, the Group’s operating cumulated loss carry-forwards of all jurisdictions for its continuing operations are as follows: Income Taxes - Schedule of Operating Loss Carryforward Spain France UK Germany India Saudi Arabia Operating loss-carryforward as of December 31, 2021 USD'000 USA Switzerland Spain France UK Germany India Saudi Arabia Total 2022 — 6,920 209 4,849 32 8,977 — 24 21,011 2023 — 9,789 1,213 8,887 2 11,237 — — 31,128 2024 — 5,671 1,244 — 1 11,128 — — 18,044 2025 — 10,372 — — 1 9,165 353 — 19,891 2026 — 6,181 — — 2 7,958 271 — 14,412 2027 — 16,105 — — — 8,498 164 — 24,767 2028 91 25,920 — — — 6,407 90 — 32,508 2029 9 — — — — — 178 — 187 2030 2 — 23 — — — — — 25 2031 54 — 24 — — — — — 78 2032 89 — 70 — — — — — 159 2033 — — 80 — — — — — 80 2034 — — 91 — — — — — 91 2035 829 — 187 — — — — — 1,016 2036 1,932 — 104 — — — — — 2,036 2037 1,584 — 165 — — — — — 1,749 2038 3,186 — — — — — — — 3,186 2039 5,441 — — — — — — — 5,441 2040 90 — — — — — — — 90 2041 886 — — — — — — — 886 Total operating loss carry-forwards / Year of expiration if applicable to jurisdiction 14,193 80,958 3,410 13,736 38 63,370 1,056 24 176,785 |
Income Taxes - Summary of Income Tax Examinations | The following tax years remain subject to examination: Income Taxes - Summary of Income Tax Examinations Significant jurisdictions Open years Switzerland 2016 - 2021 USA 2019 - 2021 France 2019 - 2021 Spain 2018 - 2021 Japan Japan 2017 - 2021 Taiwan Taiwan 2021 India 2021 Germany 2019 - 2021 UK 2016 - 2021 Arabia 2021 Vietnam 2021 |
Segment information and geogr_2
Segment information and geographic data (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information and Geograhic Data - Schedule of Segment Reporting Information by Segment | 12 months to December 31, 2021 2020 2019 USD'000 IoT AI mPKI Total IoT mPKI Total IoT mPKI Total Revenues from external customers 16,867 4,612 779 22,258 14,317 462 14,779 20,504 2,148 22,652 Intersegment revenues 128 — 3,109 3,237 — 6,786 6,786 344 6,169 6,513 Interest revenue 1 — 54 55 8 59 67 36 38 74 Interest expense 30 537 976 1,543 12 707 718 29 695 724 Depreciation and amortization 470 430 94 994 1,501 91 1,592 1,298 57 1,355 Segment income /(loss) before income taxes (1,302) (6,283) (16,448) (24,033) (2,038) (26,537) (28,575) 130 (22,837) (22,707) Profit / (loss) from intersegment sales 6 — 148 154 — 323 323 16 294 310 Income tax recovery /(expense) — 106 (13) 93 — (9) (9) — (13) (13) Other significant non cash items Share-based compensation expense — — 3,783 3,783 — 393 393 — 5,414 5,414 Gain/(loss) on derivative liability — — — — — 44 44 — 214 214 Interest and amortization of debt discount and expense — — 1,057 1,057 — 458 458 — 742 742 Segment assets 11,377 10,552 109,445 131,374 11,031 40,327 51,358 15,794 29,919 45,713 |
Segment Information and Geographic Data - Schedule of Reconciliation of Revenue | 12 months to December 31, 2021 2020 2019 USD'000 USD'000 USD'000 Revenue reconciliation Total revenue for reportable segment 25,495 21,565 29,165 Elimination of intersegment revenue (3,237 ) (6,786 ) (6,513 ) Total consolidated revenue 22,258 14,779 22,652 Loss reconciliation Total profit / (loss) from reportable segments (24,033 ) (28,575 ) (22,707 ) Elimination of intersegment profits (154 ) (323 ) (310 ) Loss before income taxes (24,187 ) (28,898 ) (23,017 ) |
Segment Information and Geographic Data - Schedule of Reconciliation of Assets | As at December 31, 2021 2020 USD'000 USD'000 Asset reconciliation Total assets from reportable segments 131,374 51,358 Elimination of intersegment receivables (19,217 ) (10,515 ) Elimination of intersegment investment and goodwill (23,352 ) 12,038 Consolidated total assets 88,805 52,881 |
Segment Information and Geographic Data - Schedule of Revenue and Property, Plant and Equipment by Geography | The following tables summarize geographic information for net sales based on the billing address of the customer, and for property, plant and equipment. Segment Information and Geographic Data - Schedule of Revenue and Property, Plant and Equipment by Geography Net sales by region 12 months ended December 31, USD'000 2021 2020 2019 Switzerland 1,272 592 2,137 Rest of EMEA* Rest of EMEA 7,702 4,321 8,046 North America North America 11,148 8,260 9,691 Asia Pacific Asia Pacific 2,062 1,526 2,504 Latin America Latin America 74 80 274 Total net sales 22,258 14,779 22,652 * EMEA means Europe, Middle East and Africa Property, plant and equipment, net of depreciation, by region As at December 31, As at December 31, USD'000 2021 2020 Switzerland 85 37 Rest of EMEA* 495 953 North America 1 1 Asia Pacific 6 9 Total Property, plant and equipment, net of depreciation 587 1,000 * EMEA means Europe, Middle East and Africa |
Earnings_(Loss) per share (Tabl
Earnings/(Loss) per share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings per share | |
Earnings/(Loss) Per Share - Schedule of Earnings Per Shares, Basic and Diluted | The computation of basic and diluted net earnings/(loss) per share for the Group is as follows: Earnings/(Loss) Per Share - Schedule of Earnings Per Shares, Basic and Diluted 12 months ended December 31, Earnings / (loss) per share 2021 2020 2019 Net income / (loss) attributable to WISeKey International Holding AG (USD'000) (20,340 ) (28,659 ) 8,187 Effect of potentially dilutive instruments on net gain (USD'000) N/A N/A 335 Net income / (loss) attributable to WISeKey International Holding AG after effect of potentially dilutive instruments (USD'000) N/A N/A 8,522 Shares used in net earnings / (loss) per share computation: Weighted average shares outstanding - basic 71,642,457 42,785,300 36,079,000 Effect of potentially dilutive equivalent shares N/A N/A 1,399,458 Weighted average shares outstanding - diluted N/A N/A 37,478,458 Net earnings / (loss) per share Basic weighted average loss per share attributable to WIHN (USD) (0.28 ) (0.67 ) 0.23 Diluted weighted average loss per share attributable to WIHN (USD) (0.28 ) (0.67 ) 0.23 |
Earnings/(Loss) Per Share - Schedule of Anti-Dilutive Excluded from Computation | The following table shows the number of stock equivalents that were excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive. Earnings/(Loss) Per Share - Schedule of Anti-Dilutive Excluded from Computation Dilutive vehicles with anti-dilutive effect 2021 2020 2019 Total stock options Stock Options 3,171,936 1,333,434 — Warrants Warrants — — — Total convertible instruments Convertible Instruments 14,754,955 20,369,716 — Total number of shares from dilutive vehicles with anti-dilutive effect 17,926,891 21,703,150 — |
Earnings/(Loss) Per Share - Schedule of Dilutive Securities Included in the Computation of Earnings Per Share | The following table shows the number of stock equivalents that were included in the computation of diluted earnings per share: Earnings/(Loss) Per Share - Schedule of Dilutive Securities Included in the Computation of Earnings Per Share Dilutive vehicles 2021 2020 2019 Total stock options — — 2,327,115 Warrants — — — Total convertible instruments — — 693,230 Total number of shares from dilutive vehicles — — 3,020,345 |
Related parties disclosure (Tab
Related parties disclosure (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties Disclosure - Schedule of Related Party Transactions | Receivables as at Payables as at Net expenses to Net income from Related Parties December 31, December 31, December 31, December 31, in the year ended December 31, in the year ended December 31, (in USD'000) 2021 2020 2021 2020 2021 2020 2019 2021 2020 2019 1 Carlos Moreira — — 2,802 1,580 — — — — — — 2 Philippe Doubre — — — — 179 86 114 — — — 3 David Fergusson — — — — 78 119 161 — — — 4 Eric Pellaton — — — — 92 42 — — — — 5 Jean-Philippe Ladisa — — — — 68 61 — — — — 6 Hans-Christian Boos — — 2,395 — 125 — — — — — 7 Juan Hernández Zayas — — — — — 52 165 — — — 8 Thomas Hürlimann — — — — — — 63 — — — 9 Dourgam Kummer — 14 — — — — 52 — — — 10 Maryla Shingler-Bobbio — — — — — — 123 — — — 11 Roman Brunner — — — — — — 426 — — 87 12 Anthony Nagel — — — — — — 5 — — 58 13 Maria Pia Aqueveque Jabbaz — — — — 2 1 — — — — 14 Philippe Gerwill — — — — 10 — 14 — — — 15 Geoffrey Lipman — — — — 8 — 14 — — — 16 Don Tapscott — — — — — 8 — — — — 17 Cristina Dolan — — — — — 1 — — — — 18 Wei Wang — — — — — — — — — 10 19 OISTE 129 95 189 172 350 374 219 71 32 140 20 Indian Potash Limited — — — — — — — — — — 21 Terra Ventures Inc — — 33 33 — — — — — — 22 Edmund Gibbons Limited — — — — — — 479 — — 36 23 GSP Holdings Ltd — — 17 18 — — — — — — 24 SAI LLC (SBT Ventures) — — 34 34 — — — — — — 25 Related parties of Carlos Moreira — — — — 224 223 360 — — — Total 129 109 5,470 1,837 1,136 968 2,195 71 32 331 |
Future operations and going c_2
Future operations and going concern (Details Narrative) | Feb. 08, 2018 | Sep. 30, 2021 | Sep. 27, 2021 | Jun. 30, 2021USD ($) | Jun. 29, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021CHF (SFr) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021CHF (SFr) | Dec. 31, 2020CHF (SFr) | May 18, 2020CHF (SFr) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Operating income/(loss) | $ (26,688,000) | $ (18,532,000) | $ (20,504,000) | ||||||||||
Working capital deficit | $ 17,800,000 | 17,800,000 | |||||||||||
Proceeds from convertible debt | 44,362,000 | 22,053,000 | $ 2,860,000 | ||||||||||
the "L1 Facility" | Convertible Debt | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Outstanding available | 5,000,000 | 5,000,000 | |||||||||||
Convertible debt | $ 22,000,000 | 3,111,597 | 3,111,597 | ||||||||||
Proceeds from convertible debt | $ 11,000,000 | 6,000,000 | |||||||||||
Convertible debt rights, additional information | WISeKey has the right to request L1 to subscribe for four additional note tranches of USD 2,750,000 each or any other amount agreed between the parties, at the date and time determined by WISeKey during the commitment period, subject to certain conditions. Each tranche is divided into convertible notes of USD 100,000 each that bear interest of 6% per annum. Subject to a cash redemption right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 24 months from issuance | ||||||||||||
Unconverted notes payable | 3,500,000 | 3,500,000 | |||||||||||
the "L1 First Amendment" | Convertible Debt | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Convertible debt rights, additional information | WISeKey has the right to request L1 to subscribe for four “accelerated” note tranches of up to USD 2,750,000 each or any other amount agreed between the parties | WISeKey has the right to request L1 to subscribe for four L1 Accelerated Tranches of between USD 1 million and USD 2,750,000 each or any other amount agreed between the parties, at the date and time determined by WISeKey during the commitment period, subject to certain conditions. The terms and conditions of the L1 Accelerated Tranches issued under the L1 First Amendment remain the same as the terms and conditions of the L1 Facility except for the conversion price of the L1 Accelerated Tranches which is set at 90% of the lowest daily volume-weighted average price of a WIHN Class B Share as traded on the SIX Swiss Exchange during the 10 trading days preceding the relevant conversion date, regardless of the conversion amount | |||||||||||
the "Anson Facility" | Convertible Debt | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Outstanding available | 5,500,000 | 5,500,000 | |||||||||||
Convertible debt | $ 22,000,000 | 5,937,142 | 5,937,142 | ||||||||||
Proceeds from convertible debt | $ 11,000,000 | 5,500,000 | |||||||||||
Convertible debt rights, additional information | WISeKey has the right to request Anson to subscribe for four “accelerated” note tranches of up to USD 2,750,000 each or any other amount agreed between the parties | ||||||||||||
Unconverted notes payable | 6,700,000 | 6,700,000 | |||||||||||
Line of Credit [Member] | the "Nice & Green Facility" | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Line of credit | SFr | SFr 10,000,000 | ||||||||||||
Outstanding facility available | $ 1,187,876 | 1,187,876 | $ 1,224,832 | SFr 1,083,111 | SFr 1,083,111 | ||||||||
Standyby Equity Distribution Agreement ("SEDA") | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Debt Instrument, Description | Pursuant to the SEDA, Yorkville commits to provide equity financing to WISeKey in the aggregate amount of up to CHF 50.0 million in exchange for Class B Shares over a three-year period. | ||||||||||||
Standby Equity Distribution Agreement Rights, description | WISeKey has the right to make drawdowns under the SEDA, at its discretion, by requesting Yorkville to subscribe for (if the Class B Shares are issued out of authorized share capital) or purchase (if the Class B Shares are delivered out of treasury) Class B Shares worth up to CHF 5.0 million by drawdown, subject to certain exceptions and limitations. On March 04, 2020, the SEDA was extended by 24 months to March 31, 2023. | ||||||||||||
Standby Equity Distribution Agreement, drawdowns | $ 380,568 | SFr 363,876 | |||||||||||
Outstanding available | SFr | SFr 45,643,955 |
Summary of significant accoun_3
Summary of significant accounting policies (Details Narrative) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | Intangible Assets | |
Property, Plant and Equipment [Line Items] | |
Intangible assets, useful lives | 1 year |
Maximum | Intangible Assets | |
Property, Plant and Equipment [Line Items] | |
Intangible assets, useful lives | 14 years |
Property, Plant and Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 1 year |
Property, Plant and Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Concentration of Credit Risks -
Concentration of Credit Risks - Schedule of Concentration of Risk by Risk Factor (Details) - IoT | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Multinational Electronics Contract Manufacturing Company | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 10.00% | 18.00% | 12.00% |
Multinational Electronics Contract Manufacturing Company | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 13.00% | 14.00% | |
International Packaging Solutions Technology and Chips | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 1.00% | 8.00% | 11.00% |
International Packaging Solutions Technology and Chips | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 0.00% | 2.00% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis (Details) - USD ($) | Apr. 15, 2021 | Feb. 27, 2021 | Jan. 29, 2021 | Jan. 04, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Assets, carrying amount | $ 88,805,000 | $ 52,881,000 | |||||
Liabilities, carrying amount | 47,426,000 | 38,455,000 | |||||
Convertible Debt | the "Second Yorkville Convertible Loan" | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Repayments of convertible debt | $ 373,438 | $ 250,000 | $ 250,000 | $ 250,000 | $ 569,541 | 1,692,979 | 2,307,021 |
Level 3 | Accounts Payable | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Liabilities, carrying amount | 16,448,000 | 13,099,000 | |||||
Liabilities, fair value | 16,448,000 | 13,099,000 | |||||
Level 3 | Notes Payable | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Liabilities, carrying amount | 6,249,000 | 4,115,000 | |||||
Liabilities, fair value | 6,249,000 | 4,115,000 | |||||
Level 3 | Bonds, Mortgages and Other Long-Term Debt | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Liabilities, carrying amount | 458,000 | 646,000 | |||||
Liabilities, fair value | 458,000 | 4,115,000 | |||||
Level 3 | Convertible Note Payable, Current | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Liabilities, carrying amount | 0 | 5,633,000 | |||||
Liabilities, fair value | 0 | 5,633,000 | |||||
Level 3 | Convertible Note Payable, Noncurrent | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Liabilities, carrying amount | 9,049,000 | 3,710,000 | |||||
Liabilities, fair value | 9,049,000 | 3,710,000 | |||||
Level 3 | Indebtedness to Related Parties, Noncurrent | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Liabilities, carrying amount | 2,395,000 | 0 | |||||
Liabilities, fair value | 2,395,000 | 0 | |||||
Receivables | Level 3 | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Assets, carrying amount | 3,261,000 | 2,900,000 | |||||
Assets, fair value | 3,261,000 | 2,900,000 | |||||
Notes Receivable from Related Parties | Level 3 | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Assets, carrying amount | 68,000 | 37,000 | |||||
Assets, fair value | 68,000 | 37,000 | |||||
Notes Receivable, Noncurrent | Level 3 | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Assets, carrying amount | 190,000 | 183,000 | |||||
Assets, fair value | 190,000 | 183,000 | |||||
Equity Securities, At Cost | Level 3 | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Assets, carrying amount | 501,000 | 0 | |||||
Assets, fair value | 501,000 | 0 | |||||
Available-For-Sale Debt Security | Level 1 | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Assets, carrying amount | 0 | 9,190,000 | |||||
Assets, fair value | 0 | 9,190,000 | |||||
Equity Securities, At Fair Value | Level 1 | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Assets, carrying amount | 1,000 | 301,000 | |||||
Assets, fair value | $ 1,000 | $ 301,000 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Derivative Liabilities at Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |||
Derivative liabilities, beginning balance | $ 0 | $ 44 | |
Fair value of the derivative instrument (conversion option) | 0 | 0 | |
Gain on derivative recognized as a separate line in the statement of loss | 0 | (44) | $ (214) |
Gain on derivative recognized as a separate line in the statement of loss | 0 | 44 | 214 |
Derivative liabilities, ending balance | $ 0 | $ 0 | $ 44 |
Fair value measurements (Detail
Fair value measurements (Details Narrative) - USD ($) | Mar. 04, 2020 | Mar. 31, 2020 | Jun. 27, 2019 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||||
Amortization of debt discount | $ 82,560 | |||
Convertible Debt | the "Second Yorkville Convertible Loan" | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Apr. 30, 2021 | Apr. 30, 2021 | ||
Exercise price, per share | $ 3 | $ 3 | ||
Amortization of debt discount | $ 82,560 | |||
Convertible Debt | the "Yorkville Convertible Loan" | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Aug. 1, 2020 | |||
Exercise price, per share | $ 3 | |||
Fair value of the derivative component of the conversion option | $ 257,435 | |||
Amortization of debt discount | $ 326,126 |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details Narrative) | 1 Months Ended |
Jan. 31, 2021USD ($) | |
Cash and Cash Equivalents [Abstract] | |
Restricted cash transfered into cash and cash equivalents | $ 2,000,000 |
Interest earned on restricted cash account | $ 46,557 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Credit Loss [Abstract] | ||
Trade accounts receivable | $ 3,078 | $ 2,608 |
Allowance for doubtful accounts | (68) | (42) |
Accounts receivable from shareholders | 0 | 14 |
Accounts receivable from other related parties | 129 | 95 |
Accounts receivable from underwriters, promoters, and employees | 5 | 1 |
Other accounts receivable | 117 | 224 |
Total accounts receivable net of allowance for doubtful accounts | $ 3,261 | $ 2,900 |
Notes receivable from employe_2
Notes receivable from employees (Details Narrative) - 12 months ended Dec. 31, 2021 - Employee | USD ($)shares | CHF (SFr) |
Defined Benefit Plan Disclosure [Line Items] | ||
Notes receivable | $ 67,798 | SFr 61,818 |
Interest rate | 0.50% | |
Options pledged | 60,000 |
Available-For-Sale Debt Secur_3
Available-For-Sale Debt Security - Schedule of Debt Securities Available-For-Sale (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |||
Available-for-sale debt security, beginning | $ 9,190 | $ 0 | |
Available-for-sale debt security acquired in the year | 3,805 | ||
Change in unrealized gains related to available-for-sale debt securities recorded in other comprehensive income | (1,965) | 5,385 | $ 0 |
Change in unrealized gains related to available-for-sale debt securities recorded in other comprehensive income | 1,965 | (5,385) | 0 |
Foreign currency effect on debt security held in Swiss Francs | 11 | ||
Conversion of available-for-sale debt security in the period | (11,166) | ||
Available-for-sale debt security, ending | $ 0 | $ 9,190 | $ 0 |
Available-for-sale debt secur_4
Available-for-sale debt security (Details Narrative) | Aug. 12, 2020CHF (SFr) | Aug. 11, 2020CHF (SFr) | Feb. 28, 2021USD ($) | Feb. 28, 2021CHF (SFr) | Dec. 30, 2020CHF (SFr) | Dec. 30, 2020EUR (€) | Nov. 18, 2020 | Sep. 21, 2020CHF (SFr) | Sep. 18, 2020 | Dec. 31, 2021USD ($) | Feb. 01, 2021USD ($) | Feb. 01, 2021CHF (SFr) | Jan. 04, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 22, 2020CHF (SFr) | Dec. 01, 2020CHF (SFr) | Nov. 20, 2020CHF (SFr) |
Marketable Securities [Line Items] | |||||||||||||||||
Available-for-sale debt security | $ | $ 9,190,000 | ||||||||||||||||
the "arago First Convertible Loan" | |||||||||||||||||
Marketable Securities [Line Items] | |||||||||||||||||
Available-for-sale debt security | SFr 5,000,000 | ||||||||||||||||
Available-for-sale debt security, payment terms description | to be paid in five monthly installments of CHF 1 million starting August 12, 2020 | ||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||
Available-for-sale debt security, additional information | WISeKey or arago could request conversion of the arago First Convertible Loan into arago shares representing 5% of arago’s fully diluted share capital provided that either the full CHF 5 million was paid by WISeKey or that WISeKey had terminated the agreement. | ||||||||||||||||
Payment on convertible loan | SFr 1,000,000 | ||||||||||||||||
the "arago Second Convertible Loan" | |||||||||||||||||
Marketable Securities [Line Items] | |||||||||||||||||
Available-for-sale debt security, payment terms description | and four monthly installments of CHF 1 million starting September 18, 2020 | ||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||
Payment on convertible loan | 1,000,000 | SFr 1,000,000 | |||||||||||||||
Available-for-sale debt security, convertible loan description | WISeKey intended to acquire 5% of arago’s fully diluted share capital against an investment of CHF 5 million | ||||||||||||||||
the "arago Third Convertible Loan" | |||||||||||||||||
Marketable Securities [Line Items] | |||||||||||||||||
Available-for-sale debt security | SFr 5,000,000 | ||||||||||||||||
Available-for-sale debt security, payment terms description | three monthly installments of CHF 1 million starting November 20, 2020 subject to adjustment in accordance with arago’s working capital needs, and (ii) a guarantee on arago’s existing indebtedness | ||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||
Available-for-sale debt security, additional information | WISeKey could request conversion of the arago Third Convertible Loan into arago shares representing 51% of arago’s fully diluted share capital at any time provided that the full CHF 5 million was paid by WISeKey and that WISeKey paid the nominal value of the newly issued shares in cash. | ||||||||||||||||
Payment on convertible loan | 1,000,000 | 1,000,000 | |||||||||||||||
Available-for-sale debt security, convertible loan description | WISeKey intended to acquire 51% of arago’s fully diluted share capital, instead of the 5% previously negotiated under the arago First Convertible Loan and arago Second Convertible Loan, in exchange for (i) an investment of CHF 5 million | ||||||||||||||||
Payment on convertible loan | SFr 1,000,000 | SFr 1,000,000 | SFr 3,400,000 | € 300,000 | SFr 400,000 | SFr 400,000 | SFr 600,000 | ||||||||||
Unrequired funds received | SFr 324,708 | € 300,000 | |||||||||||||||
Fair value of convertible debt | $ | $ 11,166,432 | ||||||||||||||||
Unrealized gain | $ 7,349,602 | SFr 6,546,964 | |||||||||||||||
Cash payment for consideration | $ 1,796,155 | 1,600,000 | |||||||||||||||
Cash consideration | SFr 5,000,000 | ||||||||||||||||
Fair value adjustment recognized in non-operating income | $ 5,553,447 | SFr 4,946,964 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories, Current (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 950 | $ 543 |
Work in progress | 1,760 | 1,931 |
Total inventories | $ 2,710 | $ 2,474 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Inventory [Line Items] | |||
Inventory obsolescence | $ 457,000 | $ 535,000 | |
Raw Materials | |||
Inventory [Line Items] | |||
Inventory obsolescence | 57,302 | 156,188 | 26,249 |
Work in Progress | |||
Inventory [Line Items] | |||
Inventory obsolescence | $ 404,509 | $ 301,215 | $ 508,938 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Value-Added Tax Receivable | $ 359 | $ 762 |
Advanced payment to suppliers | 220 | 43 |
Deposits, current | 97 | 5 |
Other current assets | 1 | 4 |
Total other current assets | $ 677 | $ 814 |
Notes Receivable, Noncurrent -
Notes Receivable, Noncurrent - Schedule of Notes Receivable, Noncurrent (Details) | Dec. 31, 2021USD ($) | Dec. 31, 2021CHF (SFr) | Dec. 31, 2020USD ($) |
Receivables [Abstract] | |||
Long-term receivable from, and loan, to shareholders | $ 186,692 | SFr 170,226 | $ 144,000 |
Long-term receivable from, and loan to, other related parties | 3,000 | 39,000 | |
Total notes receivable, noncurrent | $ 190,000 | $ 183,000 |
Notes receivable, noncurrent (D
Notes receivable, noncurrent (Details Narrative) | Dec. 31, 2021USD ($) | Dec. 31, 2021CHF (SFr) | Dec. 31, 2020USD ($) |
Receivables [Abstract] | |||
Long-term receivable from, and loan, to shareholders | $ 186,692 | SFr 170,226 | $ 144,000 |
Long-term receivable from, and loan to, other related parties | $ 3,643 | SFr 3,322 |
Business Combinations - Schedul
Business Combinations - Schedule of Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Feb. 01, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||||
Cash and cash equivalents | $ 34,249 | $ 19,650 | $ 12,121 | |
Restricted cash, current | 110 | 2,113 | $ 2,525 | |
Accounts receivable, net of allowance for doubtful accounts | 3,261 | 2,900 | ||
Convertible note receivable from WISeKey | 68 | 37 | ||
Prepaid expenses | 1,435 | 649 | ||
Other current assets | 677 | 814 | ||
Total current assets | 42,510 | 38,663 | ||
Noncurrent assets | ||||
Property, plant and equipment net of accumulated depreciation | 587 | 1,000 | ||
Intangible assets, net of accumulated amortization | 9,186 | 9 | ||
Operating lease right-of-use assets | 3,706 | 2,502 | ||
Equity securities, at cost | 501 | |||
Deferred tax assets | 6 | 3 | ||
Total noncurrent assets | 46,295 | 14,218 | ||
TOTAL ASSETS | 88,805 | 52,881 | ||
Current Liabilities | ||||
Accounts payable | 16,448 | 13,099 | ||
Notes payable | 6,249 | 4,115 | ||
Convertible loan with WISeKey | 5,633 | |||
Deferred revenue | 487 | 302 | ||
Current portion of obligations under operating lease liabilities | 950 | 601 | ||
Other current liabilities | 552 | 1,105 | ||
Total current liabilities | 24,752 | 24,977 | ||
Noncurrent liabilities | ||||
Bonds, mortgages and other long-term debt | 458 | 646 | ||
Operating lease liabilities, noncurrent | 2,878 | 1,901 | ||
Deferred tax liabilities | 2,906 | 0 | ||
Total noncurrent liabilities | 22,674 | 13,478 | ||
TOTAL LIABILITIES | $ 47,426 | $ 38,455 | ||
arago Group | ||||
Current assets | ||||
Cash and cash equivalents | $ 243 | |||
Restricted cash, current | 70 | |||
Accounts receivable, net of allowance for doubtful accounts | 568 | |||
Convertible note receivable from WISeKey | 1,808 | |||
Prepaid expenses | 464 | |||
Other current assets | 117 | |||
Total current assets | 3,270 | |||
Noncurrent assets | ||||
Property, plant and equipment net of accumulated depreciation | 37 | |||
Intangible assets, net of accumulated amortization | 10,108 | |||
Operating lease right-of-use assets | 78 | |||
Equity securities, at cost | 55 | |||
Goodwill | ||||
Deferred tax assets | 8 | |||
Total noncurrent assets | 10,286 | |||
TOTAL ASSETS | 13,556 | |||
Current Liabilities | ||||
Accounts payable | 1,288 | |||
Notes payable | 3,712 | |||
Convertible loan with WISeKey | ||||
Deferred revenue | 909 | |||
Current portion of obligations under operating lease liabilities | 53 | |||
Other current liabilities | 1,816 | |||
Total current liabilities | 7,778 | |||
Noncurrent liabilities | ||||
Bonds, mortgages and other long-term debt | 4,296 | |||
Operating lease liabilities, noncurrent | 25 | |||
Deferred tax liabilities | 3,235 | |||
Total noncurrent liabilities | 7,556 | |||
TOTAL LIABILITIES | 15,334 | |||
TOTAL NET ASSETS | $ (1,778) |
Business Combinations - Sched_2
Business Combinations - Schedule of Business Combination Goodwill (Details) | Dec. 31, 2021USD ($) | Feb. 01, 2021USD ($) | Feb. 01, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | |||||
Goodwill | $ 30,841,000 | $ 8,317,000 | $ 8,317,000 | ||
Goodwill | (30,841,000) | $ (8,317,000) | $ (8,317,000) | ||
arago Group | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 165,160 | ||||
Goodwill | (165,160) | ||||
arago Group | Fair Value of the Convertible Loan | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 11,166,432 | ||||
Goodwill | (11,166,432) | ||||
arago Group | Payment of Nominal Value of arago Shares | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 165,160 | ||||
Goodwill | (165,160) | ||||
arago Group | NCI Put Option | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 10,922,000 | ||||
Goodwill | (10,922,000) | ||||
arago Group | Total Consideration Paid | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 22,253,000 | ||||
Goodwill | (22,253,000) | ||||
arago Group | Total Net Assets of arago Group at Acquisition | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 1,778,000 | ||||
Goodwill | (1,778,000) | ||||
arago Group | Total Net Assets Acquired | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 1,778,000 | ||||
Goodwill | (1,778,000) | ||||
arago Group | Goodwill at Acquisition | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 22,524,411 | 24,031,436 | € 19,799,052 | ||
Goodwill | $ (22,524,411) | $ (24,031,436) | € (19,799,052) |
Business Combinations - Sched_3
Business Combinations - Schedule of Reconciliation of Total Consideration to Cash Flow Statement (Details) - arago Group | Feb. 01, 2021USD ($) |
Business Acquisition [Line Items] | |
Total consideration | $ (22,253,087) |
Fair value of the conversion option | 5,553,000 |
Fair value of the NCI put option | 10,922,000 |
Total non-cash elements of the total consideration | 16,475,000 |
Deduction of cash paid in the year 2020 | 3,452,000 |
Deduction of cash and cash equivalents acquired | 313,000 |
Cash flow from the acquisition of a business, net of cash and cash equivalents acquired | $ (2,013,000) |
Business combinations (Details
Business combinations (Details Narrative) SFr in Thousands | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Feb. 01, 2021USD ($)shares | Feb. 01, 2021CHF (SFr)shares | Feb. 01, 2021EUR (€)shares | |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 30,841,000 | $ 30,841,000 | $ 8,317,000 | $ 8,317,000 | |||
Revenues | 22,258,000 | 14,779,000 | 22,652,000 | ||||
Net loss | 24,094,000 | 28,907,000 | $ (7,454,000) | ||||
arago Group | |||||||
Business Acquisition [Line Items] | |||||||
Total consideration paid | $ 22,253,087 | ||||||
Goodwill | 165,160 | ||||||
Cash consideration | 5,612,985 | SFr 5,000 | |||||
Total cash disbursement | 2,325,847 | 2,325,847 | $ 3,452,298 | 5,778,145 | |||
Revenues | 4,600,000 | ||||||
Net loss | 7,100,000 | ||||||
arago Group | Fair Value of the Convertible Loan | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 11,166,432 | ||||||
arago Group | Payment of Nominal Value of arago Shares | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | $ 165,160 | ||||||
Shares acquired | shares | 136,072 | 136,072 | 136,072 | ||||
arago Group | NCI Put Option | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | $ 10,922,000 | ||||||
arago Group | Goodwill at Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | $ 22,524,411 | $ 22,524,411 | $ 24,031,436 | € 19,799,052 |
Deferred Tax Credits - Schedule
Deferred Tax Credits - Schedule of Deferred Tax Credits (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Credits | ||
Deferred research & development tax credits | $ 847 | $ 1,311 |
Deferred other tax credits | 1 | 1 |
Total deferred tax credits | $ 848 | $ 1,312 |
Deferred tax credits (Details N
Deferred tax credits (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Research tax credits | $ 847,000 | $ 1,311,000 |
WISeKey Semiconductors SAS | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Research tax credits | $ 846,808 | $ 1,310,685 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 9,387 | $ 7,996 | |
Accumulated depreciation | (8,800) | (6,996) | |
Total property, plant and equipment from continuing operations, net | 587 | 1,000 | |
Depreciation charge from continuing operations for the year | 513 | 988 | $ 821 |
Machinery and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 3,940 | 3,925 | |
Accumulated depreciation | (3,685) | (3,290) | |
Office Equipment and Furniture | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 3,239 | 2,900 | |
Accumulated depreciation | (2,948) | (2,573) | |
Computer Equipment and Licenses | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 2,208 | 1,171 | |
Accumulated depreciation | $ (2,167) | $ (1,133) |
Property, plant and equipment_2
Property, plant and equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation charge from continuing operations for the year | $ 821,466 | |
Office Equipment and Furniture | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment useful life | 2 years | |
Office Equipment and Furniture | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment useful life | 5 years | |
Production Masks | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment useful life | 5 years | |
Tools, Dies and Molds [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment useful life | 3 years | |
License [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment useful life | 3 years | |
Software and Software Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment useful life | 1 year |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) | 12 Months Ended | |||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021EUR (€) | |
Finite-Lived Intangible Assets [Line Items] | ||||
Accumulated amortization | $ (20,662,000) | $ (20,681,000) | ||
Total intangible assets, net | 9,186,000 | 9,000 | ||
Amortization charge for the year to December 31, | 481,000 | 604,000 | $ 534,000 | |
Trademarks Not Subject to Amortization | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible assets subject to amortization, net | 2,189,508 | 0 | € 1,924,587 | |
Cryptocurrencies Not Subject to Amortization | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible assets subject to amortization, net | 100,000 | 0 | ||
Trademarks | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible assets subject to amortization, net | 137,000 | 142,000 | ||
Accumulated amortization | (137,000) | (142,000) | ||
Patents | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible assets subject to amortization, net | 2,281,000 | 2,281,000 | ||
Accumulated amortization | (2,281,000) | (2,281,000) | ||
License Agreements | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible assets subject to amortization, net | 11,326,000 | 11,626,000 | ||
Accumulated amortization | (11,321,000) | (11,617,000) | ||
Other Intangibles | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible assets subject to amortization, net | 13,814,000 | 6,641,000 | ||
Accumulated amortization | (6,923,000) | (6,641,000) | ||
Total Intangible Assets Subject to Amortization, Net | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total intangible assets subject to amortization, net | $ 6,896,000 | $ 9,000 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Intangible Asset Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
2022 | $ 433 | |
2023 | 430 | |
2024 | 429 | |
2025 | 429 | |
2026 | 429 | |
2027 and beyond | 4,746 | |
Total Intangible Assets Subject to Amortization, Net | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization, net | $ 6,896 | $ 9 |
Intangible assets (Details Narr
Intangible assets (Details Narrative) | 12 Months Ended | ||||
Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021EUR (€) | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization charge from continuing operations for the year | $ 534,155 | ||||
Amortization expense | $ 481,000 | $ 604,000 | $ 534,000 | ||
Trademarks Not Subject to Amortization | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Technology acquired | 2,189,508 | 0 | € 1,924,587 | ||
Technology Acquired | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Technology acquired | $ 7,284,614 | 6,403,206 | |||
Remaining amortization period | 17 years | 17 years | |||
Amortization expense | $ 408,615 | € 345,300 | |||
Carrying amount of technology acquired | 6,891,783 | € 6,057,906 | |||
Trademarks | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Technology acquired | $ 137,000 | 142,000 | |||
Trademarks | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible asset useful life | 5 years | 5 years | |||
Trademarks | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible asset useful life | 10 years | 10 years | |||
Patents | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Technology acquired | $ 2,281,000 | 2,281,000 | |||
Patents | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible asset useful life | 5 years | 5 years | |||
Patents | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible asset useful life | 10 years | 10 years | |||
License Agreements | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Technology acquired | $ 11,326,000 | 11,626,000 | |||
License Agreements | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible asset useful life | 3 years | 3 years | |||
License Agreements | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible asset useful life | 5 years | 5 years | |||
Other Intangibles | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Technology acquired | $ 13,814,000 | $ 6,641,000 | |||
Other Intangibles | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible asset useful life | 5 years | 5 years | |||
Other Intangibles | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible asset useful life | 17 years | 17 years |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finance lease cost: | |||
Amortization of right-of-use assets | $ 68 | $ 66 | $ 31 |
Interest on lease liabilities | 7 | 12 | 8 |
Operating lease cost: | |||
Fixed rent expense | 1,079 | 602 | 567 |
Short-term lease cost | 7 | 22 | 63 |
Net lease cost | 1,161 | 702 | 669 |
Cost of Sales | |||
Operating lease cost: | |||
Net lease cost | 0 | 0 | 0 |
General & Administrative Expenses | |||
Operating lease cost: | |||
Net lease cost | $ 1,161 | $ 702 | $ 669 |
Leases - Schedule of Cash and N
Leases - Schedule of Cash and Non-Cash Activities Associated with Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from finance leases | $ 114 | $ 106 | |
Operating cash flows from operating leases | 964 | 632 | |
Financing cash flows from finance leases | 7 | 12 | $ 8 |
Non-cash investing and financing activities: | |||
Net lease cost | 1,161 | 702 | 669 |
Additions to ROU assets obtained from: | |||
New finance lease liabilities | 0 | 0 | 321 |
New operating lease liabilities | $ 2,375 | $ 544 | $ 3,768 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating - 2022 | $ 1,038 | |
Short-term - 2022 | 2 | |
Finance - 2022 | 61 | |
Total lease payments - 2022 | 1,101 | |
Operating - 2023 | 972 | |
Short-term - 2023 | 1 | |
Finance - 2023 | 0 | |
Total lease payments - 2023 | 973 | |
Operating - 2024 | 657 | |
Short-term - 2024 | 0 | |
Total lease payments - 2024 | 657 | |
Operating - 2025 | 592 | |
Short-term - 2025 | 0 | |
Finance - 2025 | 0 | |
Total lease payments - 2025 | 592 | |
Operating - 2026 and beyond | 1,016 | |
Short-term - 2026 and beyond | 0 | |
Finance - 2026 and beyond | 0 | |
Total lease payments - 2026 and beyond | 1,016 | |
Operating - Total future minimum operating lease payments | 4,275 | |
Short-term - Total future minimum short-term lease payments | 3 | |
Finance - Total future minimum finance lease payments | $ 61 | |
Total Lease Payments - Total future minimum lease payments | 4,339 | |
Operating - Less effects of discounts | (447) | |
Short-term - Less effects of discounting | 0 | |
Finance - Less effects of discounting | (6) | |
Total Lease Payments - Less effects of discounting | (453) | |
Operating - Less effects of practical expedient | 0 | |
Short-term - Less effects of practical expedient | (3) | |
Finance - Less effects of practical expedient | 0 | |
Total Lease Payments - Less effects of practical expedient | (3) | |
Short-term - Lease liabilities recognized | 0 | |
Finance - Lease liabilities recognized | 55 | |
Total Lease Payments - Lease liabilities recognized | 3,883 | |
Other Liabilities [Member] | ||
Operating - Lease liabilities recognized | $ 3,828 |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Lease Payments for Operating Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 1,101 |
2023 | 973 |
2024 | 657 |
2025 | 592 |
2026 and beyond | 1,016 |
Total future minimum operating and short-term lease payments | 4,339 |
Less effects of discounting | (456) |
Lease liabilities recognized | $ 3,883 |
Leases (Details Narrative)
Leases (Details Narrative) - Number | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Number of finance leases for IT equipment | 1 | |
Number of operating leases | 16 | |
Number of short-term leases | 1 | |
Weighted-average remaining lease term, finance leases | 6 months | |
Weighted-average remaining lease term, operating leases | 4 years | |
Implicit rate, finance lease | 5.17% | |
Weighted average discount rate, operating leases | 3.26% |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill balance as at December 31, 2020 | $ 8,317 | $ 8,317 |
Goodwill acquired during the year | 24,031 | 0 |
Accumulated impairment losses | 0 | 0 |
Accumulated currency translation adjustments | (1,507) | |
Goodwill balance as at December 31, 2021 | 30,841 | 8,317 |
IoT | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill balance as at December 31, 2020 | 8,317 | 8,317 |
Goodwill acquired during the year | 0 | 0 |
Accumulated impairment losses | 0 | 0 |
Accumulated currency translation adjustments | 0 | |
Goodwill balance as at December 31, 2021 | 8,317 | 8,317 |
AI | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill balance as at December 31, 2020 | 0 | 0 |
Goodwill acquired during the year | 24,031 | 0 |
Accumulated impairment losses | 0 | 0 |
Accumulated currency translation adjustments | (1,507) | |
Goodwill balance as at December 31, 2021 | $ 22,524 | $ 0 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) | 12 Months Ended | ||||
Dec. 31, 2021USD ($) | Feb. 01, 2021USD ($) | Feb. 01, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Indefinite-lived Intangible Assets [Line Items] | |||||
Goodwill | $ 30,841,000 | $ 8,317,000 | $ 8,317,000 | ||
arago Group | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Goodwill | $ 165,160 | ||||
arago Group | Goodwill at Acquisition | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Goodwill | 22,524,411 | $ 24,031,436 | € 19,799,052 | ||
Currency translation expense | $ 1,507,025 |
Equity securities, at cost (Det
Equity securities, at cost (Details Narrative) | Apr. 08, 2019USD ($) | Oct. 05, 2018USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Apr. 08, 2021USD ($) | Apr. 08, 2021EUR (€) | Sep. 27, 2018USD ($)$ / shares |
the "Tarmin Warrant" | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership interest, percent | 22.00% | |||||||
Warrant, exercise price | $ / shares | $ 0.01 | |||||||
Nominal value, per share | $ / shares | $ 0.0001 | |||||||
Investment | $ 7,000,000 | |||||||
Payment for equity interest in Tarmin | $ 4,000,000 | $ 3,000,000 | ||||||
Impairment loss | $ 7,000,000 | |||||||
"FOSSA" | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Investment | $ 500,566 | € 440,000 | $ 475,673 | € 440,000 |
Equity securities, at fair va_2
Equity securities, at fair value (Details Narrative) - OpenLimit Holding AG | 1 Months Ended | 12 Months Ended | ||
Mar. 29, 2017USD ($)shares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) | Mar. 29, 2017EUR (€)shares | |
Schedule of Equity Method Investments [Line Items] | ||||
Principal amount, fair value | € | € 750,000 | |||
Equity investment, shares received | shares | 2,200,000 | 2,200,000 | ||
Investment interest, percent | 8.40% | 8.40% | ||
Conversion ratio | 0.3409 | |||
Equity securities, fair value | $ 846,561 | $ 1,251 | $ 301,301 | |
Market price | $ / shares | $ 0.0006 | |||
Unrealized loss in fair value of equity securities | $ 300,050 |
Accounts Payable - Schedule of
Accounts Payable - Schedule of Accounts Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Trade creditors | $ 7,031 | $ 4,608 |
Factors or other financial institutions for borrowings | 26 | 178 |
Accounts payable to Board Members | 2,802 | 1,580 |
Accounts payable to other related parties | 189 | 172 |
Accounts payable to underwriters, promoters, and employees | 2,999 | 2,985 |
Other accounts payable | 3,401 | 3,576 |
Total accounts payable | $ 16,448 | $ 13,099 |
Accounts payable (Details Narra
Accounts payable (Details Narrative) | Dec. 31, 2021USD ($) | Dec. 31, 2021CHF (SFr) | Dec. 31, 2020USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |||
Payables | $ 5,470,000 | $ 1,837,000 | |
Carlos Moreira | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Payables | 2,802,000 | SFr 2,555,032 | 1,580,000 |
OISTE | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Payables | $ 189,000 | SFr 172,320 | $ 172,000 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Short-term loan | $ 6,165 | $ 4,030 |
Short-term loan from shareholders | 84 | 85 |
Total notes payable | $ 6,249 | $ 4,115 |
Notes payable (Details Narrativ
Notes payable (Details Narrative) | Dec. 31, 2021USD ($) | Dec. 31, 2021CHF (SFr) | Dec. 31, 2021EUR (€) | Dec. 31, 2020USD ($) |
Short-term Debt [Line Items] | ||||
Short-term loan | $ 6,165,000 | $ 4,030,000 | ||
Short-term loan from shareholders | $ 84,000 | $ 85,000 | ||
Weighted-average interest rate | 10.00% | 10.00% | 10.00% | 10.00% |
Line of Credit [Member] | ExWorks | ||||
Short-term Debt [Line Items] | ||||
Short-term loan | $ 4,030,000 | |||
Loans Payable [Member] | UBS | ||||
Short-term Debt [Line Items] | ||||
Short-term loan from shareholders | $ 91,686 | SFr 83,600 | ||
Loans Payable [Member] | Harbert European Specialty Lending Company [Member] | ||||
Short-term Debt [Line Items] | ||||
Short-term loan from shareholders | 2,043,564 | € 1,796,302 | ||
Loans Payable [Member] | WISeKey SAARC Ltd | ||||
Short-term Debt [Line Items] | ||||
Short-term loan from shareholders | $ 83,932 | $ 84,721 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Value-Added Tax payable | $ 137 | $ 312 |
Other tax payable | 88 | 137 |
Customer contract liability, current | 128 | 367 |
Other current liabilities | 199 | 289 |
Total other current liabilities | $ 552 | $ 1,105 |
Loans and line of credit (Detai
Loans and line of credit (Details Narrative) | Apr. 15, 2021USD ($) | Feb. 27, 2021USD ($) | Jan. 29, 2021USD ($) | Jan. 04, 2021USD ($)shares | Jan. 04, 2021USD ($) | Dec. 08, 2020CHF (SFr) | Aug. 07, 2020USD ($)$ / sharesshares | Mar. 04, 2020USD ($)$ / shares | Apr. 04, 2019USD ($)$ / shares | Feb. 08, 2018CHF (SFr) | Sep. 30, 2021 | Sep. 27, 2021 | Jun. 30, 2021USD ($) | Jun. 29, 2021USD ($)shares | Jun. 29, 2021CHF (SFr)shares | Feb. 16, 2021USD ($)shares | Sep. 18, 2020USD ($)$ / shares | May 18, 2020CHF (SFr) | Mar. 31, 2020$ / shares | Mar. 26, 2020CHF (SFr) | Jun. 27, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) | Sep. 28, 2018USD ($) | Apr. 24, 2018USD ($)shares | Apr. 24, 2018CHF (SFr)shares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021CHF (SFr)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020CHF (SFr)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2019CHF (SFr)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2018CHF (SFr)shares | Dec. 31, 2021CHF (SFr) | Dec. 31, 2020CHF (SFr) | Dec. 16, 2019$ / shares | Dec. 16, 2019CHF (SFr) |
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Proceeds received from debt | $ 646,000 | $ 4,030,000 | ||||||||||||||||||||||||||||||||||||
Payments of debt issuance costs | 2,341,000 | 42,000 | ||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 82,560 | |||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | 44,362,000 | 22,053,000 | 2,860,000 | |||||||||||||||||||||||||||||||||||
Debt discount | 1,057,000 | 458,000 | 783,000 | |||||||||||||||||||||||||||||||||||
Deferred charges | 836,000 | |||||||||||||||||||||||||||||||||||||
Convertible Debt | the "Yorkville Convertible Loan" | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 1, 2020 | |||||||||||||||||||||||||||||||||||||
Debt issuance cost | $ 743,561 | |||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 104,469 | |||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 326,126 | |||||||||||||||||||||||||||||||||||||
Carrying value of debt | $ 3,500,000 | |||||||||||||||||||||||||||||||||||||
Interest rate | 6.00% | |||||||||||||||||||||||||||||||||||||
Debt fee, amount | $ 160,000 | |||||||||||||||||||||||||||||||||||||
Exercise price, per share | $ / shares | $ 3 | |||||||||||||||||||||||||||||||||||||
Convertible debt balance | $ 500,000 | |||||||||||||||||||||||||||||||||||||
Derivative liability component of the conversion option | 257,435 | |||||||||||||||||||||||||||||||||||||
Fair value of debt | 3,635,638 | |||||||||||||||||||||||||||||||||||||
Fair value of embedded derivative liability | 257,435 | |||||||||||||||||||||||||||||||||||||
Fair value of warrants at inception | 326,126 | |||||||||||||||||||||||||||||||||||||
Original debt rolled over into new convertible debt | $ 2,300,000 | |||||||||||||||||||||||||||||||||||||
Convertible Debt | the "Second Yorkville Convertible Loan" | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Maturity date | Apr. 30, 2021 | Apr. 30, 2021 | ||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 82,560 | |||||||||||||||||||||||||||||||||||||
Carrying value of debt | $ 4,000,000 | |||||||||||||||||||||||||||||||||||||
Interest rate | 6.00% | |||||||||||||||||||||||||||||||||||||
Exercise price, per share | $ / shares | $ 3 | $ 3 | ||||||||||||||||||||||||||||||||||||
Frequency of periodic payments | 68,000 were paid in monthly instalments over the life of the loan | |||||||||||||||||||||||||||||||||||||
Repayments of convertible debt | $ 373,438 | $ 250,000 | $ 250,000 | $ 250,000 | $ 569,541 | 1,692,979 | $ 2,307,021 | |||||||||||||||||||||||||||||||
Convertible Debt | the "LSI Convertible Facility" | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt conversion, shares issued | shares | 400,000 | 400,000 | ||||||||||||||||||||||||||||||||||||
Payments of debt issuance costs | SFr | SFr 56,757 | SFr 56,757 | ||||||||||||||||||||||||||||||||||||
Unamortized debt discount | SFr | SFr 56,757 | |||||||||||||||||||||||||||||||||||||
Carrying value of debt | SFr | SFr 30,000,000 | |||||||||||||||||||||||||||||||||||||
Interest rate | 1.50% | |||||||||||||||||||||||||||||||||||||
Exercise price, per share | $ / shares | $ 1.80 | |||||||||||||||||||||||||||||||||||||
Available term loan draw downs | SFr | SFr 500,000 | |||||||||||||||||||||||||||||||||||||
Available total term loan draw downs | SFr | SFr 2,500,000 | |||||||||||||||||||||||||||||||||||||
Converted debt | SFr | 759,200 | |||||||||||||||||||||||||||||||||||||
Commitment fees | SFr | 759,200 | |||||||||||||||||||||||||||||||||||||
Amortization of capitalized costs | 407,559 | 407,559 | SFr 372,473 | |||||||||||||||||||||||||||||||||||
Convertible Debt | the "Crede Convertible Loan" | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 7, 2022 | |||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 692,469 | 30,082 | ||||||||||||||||||||||||||||||||||||
Carrying value of debt | $ 5,000,000 | |||||||||||||||||||||||||||||||||||||
Interest rate | 5.00% | |||||||||||||||||||||||||||||||||||||
Fair value at grant date | $ 866,046 | |||||||||||||||||||||||||||||||||||||
Fair value at grant date, price per share | $ / shares | $ 1.25 | |||||||||||||||||||||||||||||||||||||
Fair value of debt | $ 387,271 | |||||||||||||||||||||||||||||||||||||
Convertible Debt | the "GTO Facility" | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt issuance cost | SFr | SFr 697,500 | |||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 970,929 | 970,929 | 886,538 | |||||||||||||||||||||||||||||||||||
Carrying value of debt | SFr | SFr 15,500,000 | |||||||||||||||||||||||||||||||||||||
Convertible debt rights | The dates and amounts of the first 3 tranches were agreed in advance in the GTO Facility agreement; for the remaining facility, GTO has the right to request the subscription of 2 tranches, all other tranches are to be subscribed for by WISeKey during the commitment period, subject to certain conditions. Each tranche is divided into convertible notes of CHF 10,000 each that do not bear interest. Subject to a cash redemption right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 12 months from issuance | |||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | 11,872,396 | SFr 10,840,000 | $ 5,240,772 | 4,660,000 | ||||||||||||||||||||||||||||||||||
Fair value at grant | 1,011,033 | SFr 924,956 | ||||||||||||||||||||||||||||||||||||
Cumulated fair value of debt | 11,448,534 | 11,448,534 | 10,452,997 | |||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 1,792,739 | $ 1,792,739 | 1,634,628 | |||||||||||||||||||||||||||||||||||
Convertible Debt | the "GTO Facility" | Warrants #1 | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Warrants issued | shares | 458,332 | 458,332 | ||||||||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 1.584 | $ 1.584 | ||||||||||||||||||||||||||||||||||||
Convertible Debt | the "GTO Facility" | Warrants #2 | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Warrants issued | shares | 102,599 | 102,599 | ||||||||||||||||||||||||||||||||||||
Exercise price | $ / shares | 2.193 | $ 2.193 | ||||||||||||||||||||||||||||||||||||
Convertible Debt | the "GTO Facility" | Warrants #3 | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Warrants issued | shares | 187,188 | 187,188 | ||||||||||||||||||||||||||||||||||||
Exercise price | $ / shares | 2.40 | $ 2.40 | ||||||||||||||||||||||||||||||||||||
Convertible Debt | the "GTO Facility" | Warrants #4 | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Warrants issued | shares | 105,042 | 105,042 | ||||||||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 2.142 | $ 2.142 | ||||||||||||||||||||||||||||||||||||
Convertible Debt | the "L1 Facility" | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Outstanding available | $ 5,000,000 | $ 5,000,000 | ||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 388,403 | 388,403 | ||||||||||||||||||||||||||||||||||||
Carrying value of debt | $ 22,000,000 | 3,111,597 | $ 3,111,597 | |||||||||||||||||||||||||||||||||||
Convertible debt rights | WISeKey has the right to request L1 to subscribe for four additional note tranches of USD 2,750,000 each or any other amount agreed between the parties, at the date and time determined by WISeKey during the commitment period, subject to certain conditions. Each tranche is divided into convertible notes of USD 100,000 each that bear interest of 6% per annum. Subject to a cash redemption right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 24 months from issuance | WISeKey has the right to request L1 to subscribe for four additional note tranches of USD 2,750,000 each or any other amount agreed between the parties, at the date and time determined by WISeKey during the commitment period, subject to certain conditions. Each tranche is divided into convertible notes of USD 100,000 each that bear interest of 6% per annum. Subject to a cash redemption right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 24 months from issuance | ||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | 11,000,000 | 6,000,000 | ||||||||||||||||||||||||||||||||||||
Warrants issued | shares | 11,858,831 | 11,858,831 | ||||||||||||||||||||||||||||||||||||
Debt discount | $ 185,528 | |||||||||||||||||||||||||||||||||||||
Legal expenses | $ 36,745 | |||||||||||||||||||||||||||||||||||||
Commissions | 802,500 | |||||||||||||||||||||||||||||||||||||
Principal value of initital tranche | 220,000 | |||||||||||||||||||||||||||||||||||||
Subscription fee | $ 220,000 | |||||||||||||||||||||||||||||||||||||
Subscription fees, shares issued | shares | 145,953 | 145,953 | ||||||||||||||||||||||||||||||||||||
Debt conversion expense | 325,424 | |||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 1,376,983 | 1,376,983 | ||||||||||||||||||||||||||||||||||||
Unconverted notes payable | 3,500,000 | 3,500,000 | ||||||||||||||||||||||||||||||||||||
Convertible Debt | the "L1 First Amendment" | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible debt rights | WISeKey has the right to request L1 to subscribe for four “accelerated” note tranches of up to USD 2,750,000 each or any other amount agreed between the parties | WISeKey has the right to request L1 to subscribe for four L1 Accelerated Tranches of between USD 1 million and USD 2,750,000 each or any other amount agreed between the parties, at the date and time determined by WISeKey during the commitment period, subject to certain conditions. The terms and conditions of the L1 Accelerated Tranches issued under the L1 First Amendment remain the same as the terms and conditions of the L1 Facility except for the conversion price of the L1 Accelerated Tranches which is set at 90% of the lowest daily volume-weighted average price of a WIHN Class B Share as traded on the SIX Swiss Exchange during the 10 trading days preceding the relevant conversion date, regardless of the conversion amount | ||||||||||||||||||||||||||||||||||||
Convertible Debt | the ("L1 Facility") Initial Tranche | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Fair value of debt | $ 11,354,678 | 11,354,678 | ||||||||||||||||||||||||||||||||||||
Converted debt | $ 8,200,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 11,000,000 | |||||||||||||||||||||||||||||||||||||
Warrants issued | shares | 1,817,077 | 1,817,077 | ||||||||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 5 | $ 5 | ||||||||||||||||||||||||||||||||||||
Fair value at grant | $ 296,208 | |||||||||||||||||||||||||||||||||||||
Debt discount | $ 279,660 | |||||||||||||||||||||||||||||||||||||
Market price | $ / shares | $ 1.39 | $ 1.39 | ||||||||||||||||||||||||||||||||||||
Convertible Debt | the ("L1 Facility") Accelerated Tranche #1 | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Fair value of debt | $ 1,077,265 | $ 1,077,265 | ||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||
Warrants issued | shares | 173,267 | 173,267 | ||||||||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 5 | $ 5 | ||||||||||||||||||||||||||||||||||||
Fair value at grant | $ 35,462 | |||||||||||||||||||||||||||||||||||||
Debt discount | $ 31,869 | |||||||||||||||||||||||||||||||||||||
Market price | $ / shares | $ 1.25 | $ 1.25 | ||||||||||||||||||||||||||||||||||||
Convertible Debt | the ("L1 Facility") Accelerated Tranche #2 | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Fair value of debt | $ 1,077,408 | $ 1,077,408 | ||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||
Warrants issued | shares | 207,726 | 207,726 | ||||||||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 5 | $ 5 | ||||||||||||||||||||||||||||||||||||
Fair value at grant | $ 33,877 | |||||||||||||||||||||||||||||||||||||
Debt discount | $ 30,485 | |||||||||||||||||||||||||||||||||||||
Market price | $ / shares | $ 1.12 | $ 1.12 | ||||||||||||||||||||||||||||||||||||
Convertible Debt | the ("L1 Facility") Accelerated Tranche #3 | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Fair value of debt | $ 2,154,556 | $ 2,154,556 | ||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 2,000,000 | |||||||||||||||||||||||||||||||||||||
Warrants issued | shares | 384,261 | 384,261 | ||||||||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 5 | $ 5 | ||||||||||||||||||||||||||||||||||||
Fair value at grant | $ 62,777 | |||||||||||||||||||||||||||||||||||||
Debt discount | $ 56,624 | |||||||||||||||||||||||||||||||||||||
Market price | $ / shares | $ 1.12 | $ 1.12 | ||||||||||||||||||||||||||||||||||||
Convertible Debt | the ("L1 Facility") Accelerated Tranche #4 | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Fair value of debt | $ 1,077,708 | $ 1,077,708 | ||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||
Warrants issued | shares | 209,287 | 209,287 | ||||||||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 5 | $ 5 | ||||||||||||||||||||||||||||||||||||
Fair value at grant | $ 29,792 | |||||||||||||||||||||||||||||||||||||
Debt discount | $ 26,900 | |||||||||||||||||||||||||||||||||||||
Market price | $ / shares | $ 1.075 | $ 1.075 | ||||||||||||||||||||||||||||||||||||
Convertible Debt | the ("L1 Facility") Accelerated Tranche #5 | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Fair value of debt | $ 1,077,404 | $ 1,077,404 | ||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||
Warrants issued | shares | 287,345 | 287,345 | ||||||||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 5 | $ 5 | ||||||||||||||||||||||||||||||||||||
Fair value at grant | $ 21,756 | |||||||||||||||||||||||||||||||||||||
Debt discount | $ 19,793 | |||||||||||||||||||||||||||||||||||||
Market price | $ / shares | $ 0.814 | $ 0.814 | ||||||||||||||||||||||||||||||||||||
Convertible Debt | the ("L1 Facility") Accelerated Tranche | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Converted debt | $ 5,300,000 | |||||||||||||||||||||||||||||||||||||
Convertible Debt | the "Anson Facility" | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt conversion, shares issued | shares | 8,228,262 | 8,228,262 | ||||||||||||||||||||||||||||||||||||
Outstanding available | $ 5,500,000 | $ 5,500,000 | ||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 762,858 | 762,858 | ||||||||||||||||||||||||||||||||||||
Carrying value of debt | $ 22,000,000 | 5,937,142 | 5,937,142 | |||||||||||||||||||||||||||||||||||
Converted debt | 9,800,000 | |||||||||||||||||||||||||||||||||||||
Convertible debt rights | WISeKey has the right to request Anson to subscribe for four “accelerated” note tranches of up to USD 2,750,000 each or any other amount agreed between the parties | |||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 11,000,000 | 5,500,000 | ||||||||||||||||||||||||||||||||||||
Debt discount | 248,449 | |||||||||||||||||||||||||||||||||||||
Legal expenses | 4,197 | |||||||||||||||||||||||||||||||||||||
Commissions | 802,500 | |||||||||||||||||||||||||||||||||||||
Subscription fee | $ 220,000 | |||||||||||||||||||||||||||||||||||||
Subscription fees, shares issued | shares | 145,953 | 145,953 | ||||||||||||||||||||||||||||||||||||
Fair value of shares issued for subscription fee | $ 200,871 | SFr 183,901 | ||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 1,182,876 | 1,182,876 | ||||||||||||||||||||||||||||||||||||
Unconverted notes payable | 6,700,000 | 6,700,000 | ||||||||||||||||||||||||||||||||||||
Convertible debt rights, additional information | WISeKey has the right to request Anson to subscribe for four additional note tranches of USD 2,750,000 each or any other amount agreed between the parties, at the date and time determined by WISeKey during the commitment period, subject to certain conditions. Each tranche is divided into convertible notes of USD 100,000 each that bear interest of 6% per annum. Subject to a cash redemption right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 24 months from issuance (the “Anson Conversion Period”). Conversion takes place upon request by Anson during the Anson Conversion Period, but in any case no later than at the expiry of the Anson Conversion Period. Each calendar month, Anson can request conversion of up to 12.5% of the principal amount of all issued tranches at a conversion price of 95% of the lowest daily volume-weighted average price of a Class B Share as traded on the SIX Swiss Exchange during the 5 trading days preceding the relevant conversion date, and, should Anson wish to convert more than 12.5% of the principal amount of all issued tranches in a calendar month, the conversion price for the additional converted amounts is set at the higher of (i) the Fixed Conversion price applicable to relevant tranche, and (ii) 95% of the lowest daily volume-weighted average price of a Class B Share as traded on the SIX Swiss Exchange during the 5 trading days preceding the relevant conversion date | |||||||||||||||||||||||||||||||||||||
Convertible Debt | the ("Anson Facility") First Amendment | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible debt rights | WISeKey has the right to request Anson to subscribe for four Anson Accelerated Tranches of between USD 1 million and USD 2,750,000 each or any other amount agreed between the parties, at the date and time determined by WISeKey during the commitment period, subject to certain conditions. The terms and conditions of the Anson Accelerated Tranches issued under the Anson First Amendment remain the same as the terms and conditions of the Anson Facility except for the conversion price of the Anson Accelerated Tranches which is set at 90% of the lowest daily volume-weighted average price of a Class B Share as traded on the SIX Swiss Exchange during the 10 trading days preceding the relevant conversion date, regardless of the conversion amount | |||||||||||||||||||||||||||||||||||||
Convertible Debt | the ("Anson Facility") Initial Tranche | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Fair value of debt | $ 11,354,678 | 11,354,678 | ||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 11,000,000 | |||||||||||||||||||||||||||||||||||||
Warrants issued | shares | 1,817,077 | 1,817,077 | ||||||||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 5 | $ 5 | ||||||||||||||||||||||||||||||||||||
Fair value at grant | $ 296,208 | |||||||||||||||||||||||||||||||||||||
Debt discount | $ 279,660 | |||||||||||||||||||||||||||||||||||||
Market price | $ / shares | $ 1.39 | $ 1.39 | ||||||||||||||||||||||||||||||||||||
Convertible Debt | the ("Anson Facility") Accelerated Tranche #1 | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 2,750,000 | |||||||||||||||||||||||||||||||||||||
Convertible Debt | the ("Anson Facility") Accelerated Tranche #1 | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Fair value of debt | $ 2,822,613 | $ 2,822,613 | ||||||||||||||||||||||||||||||||||||
Warrants issued | shares | 476,486 | 476,486 | ||||||||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 5 | $ 5 | ||||||||||||||||||||||||||||||||||||
Fair value at grant | $ 97,520 | |||||||||||||||||||||||||||||||||||||
Debt discount | $ 91,838 | |||||||||||||||||||||||||||||||||||||
Market price | $ / shares | $ 1.25 | $ 1.25 | ||||||||||||||||||||||||||||||||||||
Convertible Debt | the ("Anson Facility") Accelerated Tranche #2 | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 2,750,000 | |||||||||||||||||||||||||||||||||||||
Convertible Debt | the ("Anson Facility") Accelerated Tranche #2 | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Fair value of debt | $ 2,822,789 | $ 2,822,789 | ||||||||||||||||||||||||||||||||||||
Warrants issued | shares | 528,359 | 528,359 | ||||||||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 5 | $ 5 | ||||||||||||||||||||||||||||||||||||
Fair value at grant | $ 86,318 | |||||||||||||||||||||||||||||||||||||
Debt discount | $ 81,597 | |||||||||||||||||||||||||||||||||||||
Market price | $ / shares | $ 1.12 | $ 1.12 | ||||||||||||||||||||||||||||||||||||
ExWorks | WISeCoin AG | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Credit facility, maximum borrowing capacity | $ 4,080,000 | |||||||||||||||||||||||||||||||||||||
Maturity date | Apr. 4, 2020 | |||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 160,000 | |||||||||||||||||||||||||||||||||||||
Line of credit | 4,000,000 | |||||||||||||||||||||||||||||||||||||
Credit facility, accrued interest | $ 80,000 | |||||||||||||||||||||||||||||||||||||
Conversion price per WISeCoin Security Tokens | $ / shares | $ 12.42 | |||||||||||||||||||||||||||||||||||||
Credit facility, outstanding | $ 4,030,000 | $ 4,030,000 | ||||||||||||||||||||||||||||||||||||
Line of Credit [Member] | the "Yorkville Loan" | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Credit facility, maximum borrowing capacity | $ 3,500,000 | |||||||||||||||||||||||||||||||||||||
Maturity date | May 1, 2019 | |||||||||||||||||||||||||||||||||||||
Interest rate | 4.00% | |||||||||||||||||||||||||||||||||||||
Credit facility, fee amount | $ 140,000 | |||||||||||||||||||||||||||||||||||||
Payments of debt issuance costs | 20,000 | |||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 57,007 | $ 160,000 | $ 57,007 | |||||||||||||||||||||||||||||||||||
Remaining loan balance | 2,717,773 | |||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 102,993 | |||||||||||||||||||||||||||||||||||||
Repayment of lines of credit | 725,220 | |||||||||||||||||||||||||||||||||||||
Line of Credit [Member] | UBS SA "Covid Loans" | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Maturity date | Mar. 30, 2028 | |||||||||||||||||||||||||||||||||||||
Repayment of lines of credit | SFr | SFr 70,000 | |||||||||||||||||||||||||||||||||||||
Line of credit | SFr | SFr 571,500 | |||||||||||||||||||||||||||||||||||||
Credit facility, outstanding | 550,008 | 550,008 | 501,500 | |||||||||||||||||||||||||||||||||||
Line of Credit [Member] | the "Nice & Green Facility" | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Line of credit | SFr | SFr 10,000,000 | |||||||||||||||||||||||||||||||||||||
Commitment fee, percent | 5.00% | |||||||||||||||||||||||||||||||||||||
Outstanding facility available | 1,187,876 | $ 1,187,876 | 1,224,832 | 1,083,111 | SFr 1,083,111 | |||||||||||||||||||||||||||||||||
Line of Credit [Member] | the "Nice & Green Facility" | Subscription Draw Downs #1 | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Proceeds from line of credit | $ 9,693,283 | SFr 8,916,889 | ||||||||||||||||||||||||||||||||||||
Common Shares - Class B | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.15 | $ 1.48 | ||||||||||||||||||||||||||||||||||||
Fair value at grant date, price per share | $ / shares | $ 0.95 | $ 1.08 | ||||||||||||||||||||||||||||||||||||
Common Shares - Class B | Convertible Debt | the "Yorkville Convertible Loan" | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Options granted | shares | 500,000 | |||||||||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 3 | |||||||||||||||||||||||||||||||||||||
Fair value at grant date | $ 373,574 | |||||||||||||||||||||||||||||||||||||
Fair value at grant date, price per share | $ / shares | $ 2.35 | |||||||||||||||||||||||||||||||||||||
Common Shares - Class B | Convertible Debt | the "Crede Convertible Loan" | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt conversion, shares issued | shares | 1,000,000 | 3,058,358 | 769,333 | 769,333 | ||||||||||||||||||||||||||||||||||
Exercise price, per share | $ / shares | $ 1.375 | |||||||||||||||||||||||||||||||||||||
Options granted | shares | 1,675,885 | |||||||||||||||||||||||||||||||||||||
Converted debt | $ 1,038,627 | $ 3,176,493 | $ 784,880 | |||||||||||||||||||||||||||||||||||
Common Shares - Class B | Convertible Debt | the "GTO Facility" | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt conversion, shares issued | shares | 13,328,694 | 13,328,694 | ||||||||||||||||||||||||||||||||||||
Converted debt | $ 16,188,524 | SFr 14,750,000 | ||||||||||||||||||||||||||||||||||||
Debt discount | 25,884 | 23,656 | ||||||||||||||||||||||||||||||||||||
Deferred charges | $ 77,255 | 77,255 | 70,604 | |||||||||||||||||||||||||||||||||||
Common Shares - Class B | Convertible Debt | the "L1 Facility" | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Fair value of shares issued for subscription fee | $ 200,871 | SFr 183,901 | ||||||||||||||||||||||||||||||||||||
Standyby Equity Distribution Agreement ("SEDA") | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Equity financing commitment | SFr | SFr 50,000,000 | |||||||||||||||||||||||||||||||||||||
Maturity date | Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||
Standby equity distribution agreement, additional information | WISeKey has the right to make drawdowns under the SEDA, at its discretion, by requesting Yorkville to subscribe for (if the Class B Shares are issued out of authorized share capital) or purchase (if the Class B Shares are delivered out of treasury) Class B Shares worth up to CHF 5,000,000 by drawdown, subject to certain exceptions and limitations (including the exception that a drawdown request by WISeKey shall in no event cause the aggregate number of Class B Shares held by Yorkville to meet or exceed 4.99% of the total number of shares registered with the commercial register of the Canton of Zug). The purchase price will be 93% of the relevant market price at the time of the drawdown, determined by reference to a ten-day trading period following the draw down request by WISeKey. | |||||||||||||||||||||||||||||||||||||
Commitment fee | $ 524,231 | SFr 500,000 | ||||||||||||||||||||||||||||||||||||
Proceeds received from debt | 380,568 | SFr 363,876 | $ 1,208,569 | SFr 1,134,246 | $ 1,111,764 | SFr 1,107,931 | $ 1,755,378 | SFr 1,749,992 | ||||||||||||||||||||||||||||||
Debt issuance cost | $ 30,188 | |||||||||||||||||||||||||||||||||||||
Outstanding available | SFr | SFr 45,643,955 | |||||||||||||||||||||||||||||||||||||
Standyby Equity Distribution Agreement ("SEDA") | Common Shares - Class B | ||||||||||||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt conversion, shares issued | shares | 100,000 | 100,000 | 219,599 | 219,599 | 889,845 | 889,845 | 490,814 | 490,814 | 540,539 | 540,539 |
Indebtedness to related parti_2
Indebtedness to related parties, noncurrent (Details Narrative) - arago GmbH | 1 Months Ended | ||
May 27, 2020EUR (€) | Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | |
Defined Benefit Plan Disclosure [Line Items] | |||
Proceeds from related party debt | € 1,918,047 | ||
Interest rate | 6.00% | ||
Maturity date | May 26, 2025 | ||
Related party balance | $ 2,395,219 | € 2,105,407 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Defined Benefit Plan Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Wages and Salaries | $ 12,208 | $ 12,145 | $ 11,161 |
Social security contributions | 3,320 | 3,230 | 2,813 |
Net service costs | 671 | 646 | 281 |
Other components of defined benefit plans, net | (78) | 248 | 132 |
Total | $ 16,121 | $ 16,268 | $ 14,387 |
Employee Benefit Plans - Sche_2
Employee Benefit Plans - Schedule of Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
France | |||
Discount rate | 0.75% | 0.30% | 0.70% |
Salary increases | 3.00% | 3.00% | 3.00% |
Switzerland | |||
Discount rate | 0.33% | 0.15% | 0.25% |
Expected rate of return on plan assets | 1.50% | 1.50% | 1.50% |
Salary increases | 1.50% | 1.50% | 1.50% |
India | |||
Discount rate | 7.30% | ||
Salary increases | 9.00% |
Employee Benefit Plans - Sche_3
Employee Benefit Plans - Schedule of Changes in Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Fair value of plan assets at start of year | $ (12,332) | $ (10,686) | $ (8,275) |
Projected benefit obligation at start of year | 19,100 | 17,566 | 12,740 |
Surplus/deficit | 6,768 | 6,880 | 4,465 |
Opening balance sheet asset/provision (funded status) | 6,768 | 6,880 | 4,465 |
Reconciliation of benefit obligation during the year | |||
Net Service cost | 263 | 436 | 412 |
Interest expense | 29 | 50 | 107 |
Plan participant contributions | 153 | 141 | 216 |
Net benefits paid to participants | (278) | (8) | 1,377 |
Prior service costs | (123) | (698) | 0 |
Actuarial losses/(gains) | (1,407) | (74) | 2,487 |
Curtailment & Settlement | (194) | 0 | 0 |
Reclassifications | 0 | (2) | 0 |
Currency translation adjustment | (605) | 1,689 | 227 |
Defined benefit obligation - funded plans | 16,938 | 19,100 | 17,566 |
Reconciliation of plan assets during year | |||
Employer contributions paid over the year | (263) | (244) | (347) |
Plan participant contributions | (153) | (141) | (216) |
Net benefits paid to participants | 162 | (22) | (1,401) |
Interest income | (177) | (167) | (123) |
Return in plan assets, excl. amounts included in net interest | 224 | (29) | (136) |
Currency translation adjustment | 370 | (1,043) | (188) |
Fair value of plan assets | (12,169) | (12,332) | (10,686) |
Reconcilation to balance sheet end of year | |||
Surplus/deficit | 4,769 | 6,768 | 6,880 |
Closing balance sheet asset/provision (funded status) | $ 4,769 | $ 6,768 | $ 6,880 |
Employee Benefit Plans - Sche_4
Employee Benefit Plans - Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Net loss (gain) | $ 270 | $ 286 | $ 283 |
Unrecognized transition (asset)/obligation | 0 | 0 | 0 |
Prior service cost/(credit) | (12) | 61 | 61 |
Amounts recognized in accumulated OCI | |||
Net loss (gain) | 2,651 | 4,237 | 4,258 |
Unrecognized transition (asset)/obligation | 0 | 0 | 0 |
Prior service cost/(credit) | (537) | (440) | 300 |
Deficit | $ 2,114 | $ 3,797 | $ 4,558 |
Employee Benefit Plans - Sche_5
Employee Benefit Plans - Schedule of Changes in Projected Benefit Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Opening balance sheet asset/provision (funded status) | $ 6,768 | $ 6,880 | $ 4,465 |
Net Service cost | 263 | 436 | 412 |
Interest cost/(credit) | 29 | 50 | 107 |
Expected return on Assets | (177) | (167) | (123) |
Amortization on Net (gain)/loss | 270 | 284 | 88 |
Amortization on Prior service cost/(credit) | (12) | 61 | 62 |
Settlement / curtailment cost / (credit) | (194) | 0 | 0 |
Currency translation adjustment | 6 | 20 | (2) |
Total Net Periodic Benefit Cost/(credit) | 185 | 684 | 544 |
Actuarial (gain)/loss on liabilities due to experience | (342) | (72) | 1,056 |
Actuarial gain/loss on liab. from changes to fin. assump | (420) | 0 | 1,431 |
Actuarial (gain)/loss on liab. from changes to demo. assump | (645) | 0 | 0 |
Asset (gain) / loss | 224 | (29) | (136) |
Prior service costs for the current period | (123) | (698) | 0 |
Amortization on Net (gain)/loss | (270) | (284) | (88) |
Amortization on Prior service cost/(credit) | 12 | (61) | (62) |
Currency translation adjustment | (8) | (45) | (2) |
Total gain/loss recognized via OCI | (1,572) | (1,189) | 2,200 |
Total cashflow | (379) | (274) | (371) |
Currency translation adjustment | (233) | 669 | 43 |
Reclassifications | 0 | (2) | 0 |
Closing balance sheet asset/provision (funded status) | 4,769 | 6,768 | 6,880 |
Reconciliation of Net Gain / Loss | |||
Amount at beginning of year | 4,237 | 4,258 | 1,964 |
Amortization during the year | (270) | (284) | (86) |
Liability (gain) / loss | (1,407) | (72) | 2,487 |
Currency translation adjustment | (133) | 366 | 29 |
Amount at year-end | 2,651 | 4,237 | 4,258 |
Reconciliation of prior service cost/(credit) | |||
Amount at beginning of year | (440) | 300 | 357 |
Amortization during the year | 12 | (61) | (62) |
Currency translation adjustment | 14 | 19 | 5 |
Amount at year-end | $ (537) | $ (440) | $ 300 |
Employee Benefit Plans - Sche_6
Employee Benefit Plans - Schedule of Future Contributions Payable (Details) - USD ($) | Dec. 31, 2027 | Dec. 31, 2026 | Dec. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | |||||||
Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year | $ 263,000 | ||||||
France | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year | $ 420,000 | $ 52,000 | $ 23,000 | $ 7,000 | $ 28,000 | $ 25,000 | |
Switzerland | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year | $ 2,757,000 | $ 498,000 | $ 504,000 | $ 1,986,000 | $ 410,000 | $ 1,862,000 |
Employee benefit plans (Details
Employee benefit plans (Details Narrative) | Dec. 31, 2021USD ($) |
Retirement Benefits [Abstract] | |
Expected future contributions payable | $ 263,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock by Class (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Total share capital | $ 5,085,487 | $ 2,890,589 |
Total number of fully paid-in shares held as treasury shares | 7,201,664 | 4,783,135 |
Common Shares - Class A | ||
Class of Stock [Line Items] | ||
Par value per share (in CHF) | $ 0.01 | $ 0.01 |
Total share capital | $ 400,186 | $ 400,186 |
Total number of authorized shares | 40,021,988 | 40,021,988 |
Total number of fully paid-in issued shares(1) | 40,021,988 | 40,021,988 |
Total number of fully paid-in outstanding shares(1) | 40,021,988 | 40,021,988 |
Total number of fully paid-in shares held as treasury shares | 0 | 0 |
Treasury share capital | $ 0 | $ 0 |
Common Shares - Class A | Articles of Association and Swiss Capital Categories | ||
Class of Stock [Line Items] | ||
Total number of authorized shares | 0 | 0 |
Total number of conditional shares | 12,000,000 | 0 |
Total number of fully paid-in shares | 40,021,988 | 40,021,988 |
Common Shares - Class B | ||
Class of Stock [Line Items] | ||
Par value per share (in CHF) | $ 0.05 | $ 0.05 |
Total share capital | $ 4,685,301 | $ 2,490,403 |
Total number of authorized shares | 138,058,468 | 63,234,625 |
Total number of fully paid-in issued shares(1) | 88,120,054 | 47,622,689 |
Total number of fully paid-in outstanding shares(1) | 80,918,390 | 42,839,554 |
Total number of fully paid-in shares held as treasury shares | 7,201,664 | 4,783,135 |
Treasury share capital | $ 636,436 | $ 505,154 |
Common Shares - Class B | Articles of Association and Swiss Capital Categories | ||
Class of Stock [Line Items] | ||
Total number of authorized shares | 18,469,207 | 7,808,906 |
Total number of conditional shares | 31,469,207 | 7,804,030 |
Total number of fully paid-in shares | 88,120,054 | 47,622,689 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income - Schedule of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Accumulated other comprehensive income | $ 6,940 | $ (1,453) | |
Total net foreign currency translation adjustments | (1,720) | 1,824 | |
Total change in unrealized gains related to available-for-sale debt securities | (1,965) | 5,385 | $ 0 |
Total defined benefit pension adjustment | 1,572 | 1,189 | |
Total adjustment from change in ownership | (5) | ||
Total other comprehensive income/(loss), net | (5,533) | 8,393 | |
Total change in unrealized gains related to available-for-sale debt securities | 1,965 | (5,385) | 0 |
Total reclassificaton adjustments | (7,350) | ||
Accumulated other comprehensive income | $ 1,407 | $ 6,940 | $ (1,453) |
Stockholders_ equity (Details N
Stockholders’ equity (Details Narrative) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||
Treasury shares, acquired | 28,668,037 | 8,458,273 |
Treasury stock, acquired, average purchase price | $ 0.07 | $ 0.15 |
Treasury shares, sold | 26,249,508 | 4,877,329 |
Treasury shares, sold, average sale price | $ 1.17 | $ 0.99 |
Common Shares - Class B | ||
Class of Stock [Line Items] | ||
Shares repurchased | 282,000 | |
Common stock, par value | $ 0.05 | 0.05 |
Common Shares - Class A | ||
Class of Stock [Line Items] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue by Geographic Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 22,258 | $ 14,779 | $ 22,652 |
SWITZERLAND | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 1,272 | 592 | 2,137 |
Rest of EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 7,702 | 4,321 | 8,046 |
North America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 11,148 | 8,260 | 9,691 |
Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 2,062 | 1,526 | 2,504 |
Latin America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 74 | 80 | 274 |
At One Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 17,473 | 14,604 | 22,480 |
Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 4,785 | 175 | 172 |
IoT | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 16,867 | 14,317 | 20,504 |
IoT | SWITZERLAND | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 406 | 278 | 708 |
IoT | Rest of EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 3,721 | 4,228 | 7,508 |
IoT | North America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 10,631 | 8,217 | 9,547 |
IoT | Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 2,062 | 1,526 | 2,503 |
IoT | Latin America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 47 | 68 | 238 |
IoT | Secure Chips | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 16,867 | 14,317 | 20,504 |
IoT | At One Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 16,867 | 14,317 | 20,504 |
IoT | At One Point in Time | Secure Chips | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 16,867 | 14,317 | 20,504 |
IoT | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | 0 |
IoT | Over Time | Secure Chips | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | 0 |
mPKI | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 779 | 462 | 2,148 |
mPKI | SWITZERLAND | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 596 | 314 | 1,428 |
mPKI | Rest of EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 98 | 93 | 539 |
mPKI | North America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 58 | 43 | 144 |
mPKI | Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | 1 |
mPKI | Latin America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 27 | 12 | 36 |
mPKI | Certificates | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 153 | 175 | 172 |
mPKI | Licenses and Integration | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 606 | 287 | 1,976 |
mPKI | SaaS, PCS and Hosting | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 20 | 0 | 0 |
mPKI | At One Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 606 | 287 | 1,976 |
mPKI | At One Point in Time | Certificates | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | 0 |
mPKI | At One Point in Time | Licenses and Integration | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 606 | 287 | 1,976 |
mPKI | At One Point in Time | SaaS, PCS and Hosting | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | 0 |
mPKI | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 173 | 175 | 172 |
mPKI | Over Time | Certificates | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 153 | 175 | 172 |
mPKI | Over Time | Licenses and Integration | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | 0 |
mPKI | Over Time | SaaS, PCS and Hosting | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 20 | 0 | 0 |
AI | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 4,612 | 0 | 0 |
AI | SWITZERLAND | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 270 | 0 | 0 |
AI | Rest of EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 3,883 | 0 | 0 |
AI | North America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 459 | 0 | 0 |
AI | SaaS, PCS and Hosting | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 4,612 | 0 | 0 |
AI | At One Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | |||
AI | At One Point in Time | SaaS, PCS and Hosting | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | 0 |
AI | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 4,612 | 0 | 0 |
AI | Over Time | SaaS, PCS and Hosting | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 4,612 | $ 0 | $ 0 |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Assets, Deferred Revenue and Contract Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Trade accounts receivables | ||
Total trade accounts receivables | $ 3,078 | $ 2,608 |
Total contract assets | 0 | 0 |
Contract liabilities - current | 128 | 367 |
Contract liabilities - noncurrent | 57 | 23 |
Total contract liabilities | 185 | 390 |
Deferred revenue | ||
Total deferred revenue | 587 | 321 |
IoT | ||
Trade accounts receivables | ||
Total trade accounts receivables | 2,655 | 2,227 |
Deferred revenue | ||
Total deferred revenue | 150 | |
mPKI | ||
Trade accounts receivables | ||
Total trade accounts receivables | 164 | 381 |
Deferred revenue | ||
Total deferred revenue | 192 | 171 |
AI | ||
Trade accounts receivables | ||
Total trade accounts receivables | 259 | |
Deferred revenue | ||
Total deferred revenue | 395 | |
mPKI and IoT | ||
Deferred revenue | ||
Revenue recognized in the year from amounts included in the deferred revenue of the mPKI and IoTsegments at the beginning of the year | $ 290 | $ 84 |
Revenue - Schedule of Remaining
Revenue - Schedule of Remaining Performance Obligations (Details) | Dec. 31, 2021USD ($) |
Estimated remaining performance obligation | $ 772,000 |
Year 2022 | |
Estimated remaining performance obligation | 615,000 |
Year 2023 | |
Estimated remaining performance obligation | $ 157,000 |
Revenue (Details Narrative)
Revenue (Details Narrative) | Dec. 31, 2021USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 772,000 |
Other Operating Income - Schedu
Other Operating Income - Schedule of Other Operating Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |||
Other operating income from related parties | $ 71 | $ 43 | $ 140 |
Other operating income - other | 112 | 0 | 40 |
Total other operating income | $ 183 | $ 43 | $ 180 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Options Valuation Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | |||
Risk-free interest rate used (average) | 1.00% | 1.00% | 1.00% |
Expected market price volatility, minimum | 61.33% | 37.61% | 51.59% |
Expected market price volatility, maximum | 99.64% | 65.38% | 56.86% |
Common Shares - Class B | |||
Class of Stock [Line Items] | |||
Average remaining expected life of stock options on WIHN Class A Shares (years) | 4 years 3 months 21 days | 3 years 5 months 4 days | 3 years 3 days |
Common Shares - Class A | |||
Class of Stock [Line Items] | |||
Average remaining expected life of stock options on WIHN Class A Shares (years) | 3 years 4 months 24 days |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Non-Vested Share Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Common Shares - Class B | ||
Class of Stock [Line Items] | ||
Non-vested options | 133,333 | 5,026 |
Weighted-average grant date fair value | $ 1.20 | $ 3.65 |
Granted | 2,029,821 | 467,617 |
Granted | $ 0.95 | $ 1.08 |
Vested | (1,946,488) | (339,310) |
Vested | $ 0.98 | $ 1.01 |
Vested | 1,946,488 | 339,310 |
Non-vested forfeited or cancelled | 100,000 | 0 |
Non-vested forfeited or cancelled | $ 1.05 | $ 0 |
Non-vested forfeited or cancelled | (100,000) | 0 |
Non-vested options | 116,666 | 133,333 |
Weighted-average grant date fair value | $ 1.28 | $ 1.20 |
Common Shares - Class A | ||
Class of Stock [Line Items] | ||
Non-vested options | 0 | 0 |
Weighted-average grant date fair value | $ 0 | $ 0 |
Granted | 9,818,000 | 0 |
Granted | $ 0.19 | |
Vested | (9,818,000) | 0 |
Vested | $ 0.19 | $ 0 |
Vested | 9,818,000 | 0 |
Non-vested forfeited or cancelled | 0 | 0 |
Non-vested forfeited or cancelled | $ 0 | $ 0 |
Non-vested forfeited or cancelled | 0 | 0 |
Non-vested options | 0 | 0 |
Weighted-average grant date fair value | $ 0.19 | $ 0 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Common Shares - Class B | |||
Class of Stock [Line Items] | |||
Options outstanding | 2,096,330 | 2,843,115 | |
Weighted-average exercise price, outstanding | $ 1.48 | $ 0.99 | |
Weighted average remaining contractual term | 5 years 3 months 10 days | 4 years 5 months 8 days | 5 years 2 months 8 days |
Aggregate intrinsic value outstanding | $ 554,377 | $ 3,693,941 | |
Of which vested | 1,962,997 | 2,838,089 | |
Of which vested | $ 1.57 | $ 1 | |
Weighted average remaining contractual term, vested | 5 years 3 months | 4 years 3 months 21 days | 5 years 2 months 8 days |
Aggregate intrinsic value vested | $ 329,716 | $ 3,682,672 | |
Non-vested options | 133,333 | 5,026 | |
Granted | 2,029,821 | 467,617 | |
Granted | $ 0.15 | $ 1.48 | |
Exercised or converted | (78,944) | (1,214,402) | |
Exercised of converted | $ 0.05 | $ 1.57 | |
Aggregate intrinsic value exercised or converted | $ 61,125 | $ 2,046,219 | |
Forfeited or cancelled | 112,000 | 0 | |
Forfeited or cancelled | $ 0.05 | $ 0 | |
Expired | 123,563 | 0 | |
Expired | $ 4.79 | $ 0 | |
Forfeited or cancelled | (112,000) | 0 | |
Expired | (123,563) | 0 | |
Options outstanding | 3,811,644 | 2,096,330 | 2,843,115 |
Weighted-average exercise price, outstanding | $ 0.71 | $ 1.48 | $ 0.99 |
Aggregate intrinsic value outstanding | $ 2,468,898 | $ 554,377 | $ 3,693,941 |
Of which vested | 3,694,978 | 1,962,997 | 2,838,089 |
Of which vested | $ 0.69 | $ 1.57 | $ 1 |
Aggregate intrinsic value vested | $ 2,455,994 | $ 329,716 | $ 3,682,672 |
Non-vested options | 116,666 | 133,333 | 5,026 |
Common Shares - Class A | |||
Class of Stock [Line Items] | |||
Options outstanding | 0 | 0 | |
Weighted-average exercise price, outstanding | $ 0 | $ 0 | |
Weighted average remaining contractual term | 6 years 10 months 24 days | ||
Aggregate intrinsic value outstanding | $ 0 | $ 0 | |
Weighted average remaining contractual term, vested | 6 years 10 months 24 days | ||
Non-vested options | 0 | 0 | |
Granted | 9,818,000 | 0 | |
Granted | $ 0.01 | ||
Options outstanding | 9,818,000 | 0 | 0 |
Weighted-average exercise price, outstanding | $ 0.01 | $ 0 | $ 0 |
Aggregate intrinsic value outstanding | $ 1,520,393 | $ 0 | $ 0 |
Of which vested | 9,818,000 | ||
Of which vested | $ 0.01 | ||
Aggregate intrinsic value vested | $ 1,520,393 | ||
Non-vested options | 0 | 0 | 0 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based compensation expense | $ 3,783 | $ 393 | $ 5,414 |
Employee Stock Option Plans | |||
Share-based compensation expense | 3,761 | 363 | 5,386 |
Non-Employee Stock Option Agreements | |||
Share-based compensation expense | 22 | 30 | 28 |
Research & Development Expenses | |||
Share-based compensation expense | 485 | 6 | 786 |
Selling & Marketing Expenses | |||
Share-based compensation expense | 820 | 209 | 1,269 |
General & Administrative Expenses | |||
Share-based compensation expense | $ 2,478 | $ 178 | $ 3,359 |
Stock-based compensation (Detai
Stock-based compensation (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2011 | Dec. 31, 2007 | |
Class of Stock [Line Items] | |||||
Share-based compensation expense | $ 3,783,314 | ||||
Share-based compensation expense | 16,121,000 | $ 16,268,000 | $ 14,387,000 | ||
Unrecognized compensation expense | 54,690 | ||||
Nonemployees | |||||
Class of Stock [Line Items] | |||||
Share-based compensation expense | $ 22,164 | ||||
Employees | |||||
Class of Stock [Line Items] | |||||
Options, granted | 33,000 | 16,667 | 2,074,770 | ||
Options, exercised | 2,074,770 | ||||
Stock options, vested date | May 1, 2022 | November 10, 2021 | |||
Employees #2 | |||||
Class of Stock [Line Items] | |||||
Options, granted | 33,000 | 16,666 | 145,854 | ||
Options, exercised | 145,854 | ||||
Stock options, vested date | May 1, 2023 | November 10, 2022 | |||
External Advisors | |||||
Class of Stock [Line Items] | |||||
Options, granted | 23,042 | 33,563 | 11,521 | ||
Employees and Board Members | |||||
Class of Stock [Line Items] | |||||
Options, granted | 1,883,544 | 279,017 | |||
Share-based compensation expense | $ 3,761,150 | ||||
Employees and Board Members #2 | |||||
Class of Stock [Line Items] | |||||
Options, granted | 16,714 | 5,381 | |||
Options, exercised | 16,714 | 5,381 | |||
Employees #3 | |||||
Class of Stock [Line Items] | |||||
Options, granted | 34,000 | 33,334 | |||
Stock options, vested date | May 1, 2024 | June 30, 2021 | |||
Employees #4 | |||||
Class of Stock [Line Items] | |||||
Options, granted | 33,333 | ||||
Stock options, vested date | June 30, 2022 | ||||
Employees #5 | |||||
Class of Stock [Line Items] | |||||
Options, granted | 33,333 | ||||
Stock options, vested date | June 30, 2023 | ||||
External Advisors #2 | |||||
Class of Stock [Line Items] | |||||
Options, granted | 6,521 | ||||
Options, exercised | 6,521 | ||||
Common Shares - Class B | |||||
Class of Stock [Line Items] | |||||
Stock options, number of allocated shares | 2,029,821 | 467,617 | 2,292,539 | ||
Options, exercise price | $ 0.71 | $ 1.48 | $ 0.99 | ||
Options, exercised | 78,944 | 1,214,402 | |||
Common Shares - Class A | |||||
Class of Stock [Line Items] | |||||
Stock options, number of allocated shares | 9,818,000 | ||||
Options, exercise price | $ 0.01 | $ 0 | $ 0 | ||
WISeKey SA | |||||
Class of Stock [Line Items] | |||||
Options, granted | 16,323 | 60,394 | |||
Options, exercised | 16,323 | 60,394 | |||
WISeKey SA | the "ESOP 1" | |||||
Class of Stock [Line Items] | |||||
Stock options, number of allocated shares | 2,632,500 | ||||
Options, exercise price | $ 0.01 | ||||
WISeKey SA | the "ESOP 2" | |||||
Class of Stock [Line Items] | |||||
Stock options, number of allocated shares | 16,698,300 | ||||
Options, exercise price | $ 0.01 |
Non-Operating Income - Schedule
Non-Operating Income - Schedule of Non-Operating Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |||
Foreign exchange gain | $ 2,955 | $ 839 | $ 1,761 |
Financial income | 0 | 8 | 74 |
Interest income | 9 | 16 | 0 |
Fair value adjustments on convertible loan with arago | 5,553 | 0 | 0 |
Other | 121 | 264 | 83 |
Total non-operating income | $ 8,638 | $ 1,127 | $ 1,918 |
Non-operating income (Details N
Non-operating income (Details Narrative) | 1 Months Ended | |||
Feb. 28, 2021USD ($) | Feb. 28, 2021CHF (SFr) | Feb. 01, 2021USD ($) | Feb. 01, 2021CHF (SFr) | |
the "arago Third Convertible Loan" | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cash payment for consideration | $ 1,796,155 | SFr 1,600,000 | ||
Fair value adjustment recognized in non-operating income | $ 5,553,447 | SFr 4,946,964 | ||
the "arago Third Convertible Loan" | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Unrealized gain from fair value adjustments | $ 7,349,602 | SFr 6,546,964 |
Non-Operating Expenses - Schedu
Non-Operating Expenses - Schedule of Non-Operating Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Non-operating Expenses | |||
Foreign exchange losses | $ 2,893 | $ 2,195 | $ 2,401 |
Financial charges | 202 | 104 | 341 |
Interest expense | 1,431 | 685 | 643 |
Other components of defined benefit plans, net | (78) | 248 | 132 |
Impairment of equity securities at cost | 0 | 7,000 | 0 |
Other | 307 | 847 | 153 |
Total non-operating expenses | $ 4,755 | $ 11,079 | $ 3,670 |
Non-operating expenses (Details
Non-operating expenses (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||
Other non-operating expenses | $ 307,000 | $ 847,000 | $ 153,000 |
OpenLimit Holding AG | |||
Schedule of Equity Method Investments [Line Items] | |||
Other non-operating expenses | $ 300,050 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||
Income/(loss) before income tax | $ (24,187) | $ (28,898) | $ (23,017) |
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Income/(loss) before income tax | (9,431) | (6,621) | (3,838) |
Switzerland | |||
Operating Loss Carryforwards [Line Items] | |||
Income/(loss) before income tax | $ (14,756) | $ (22,277) | $ (19,179) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||
Income tax expense / (income) | $ (93) | $ 9 | $ 13 |
Less Discontinued Operations | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax expense / (income) | 42 | ||
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax expense / (income) | (93) | 9 | 13 |
Switzerland | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax expense / (income) | $ 0 | $ 0 | $ (42) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities at the Swiss Statutory Rate (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Loss Carryforwards [Line Items] | |||
Net deferred income tax asset /(liability) | $ 3 | $ 6 | |
Deferred income tax assets/(liabilities) | $ (2,900) | ||
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Net deferred income tax asset /(liability) | $ 3 | ||
Deferred income tax assets/(liabilities) | $ (2,900) |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax Expense at the Swiss Statutory Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Net income/(loss) from continuing operations before income tax | $ (24,187) | $ (28,898) | $ (23,017) |
Statutory tax rate | 14.00% | 14.00% | 24.00% |
Expected income tax (expense)/recovery | $ 3,384 | $ 4,043 | $ 5,524 |
Income tax (expense) / recovery | 93 | (9) | (13) |
Change in valuation allowance | (24,710) | (631) | (2,129) |
Permanent Difference | (92) | (1) | 0 |
Change in expiration of tax loss carryforwards | $ 21,418 | $ (3,411) | $ (3,395) |
Income Taxes - Schedule of De_2
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | |||
Stock-based compensation | $ 92 | $ 1 | $ 0 |
Defined benefit accrual | 748 | 1,089 | 1,100 |
Tax loss carry-forwards | 36,859 | 12,655 | 11,264 |
Net deferred income tax liability | (2,900) | 0 | 0 |
Deferred tax liability on change in unrealized gains related to available-for-sale debt securities | 0 | (753) | 0 |
Valuation allowance | (37,699) | (12,989) | (12,358) |
Deferred tax assets/(liabilities) | $ (2,900) | ||
Deferred tax assets/(liabilities) | $ 3 | $ 6 |
Income Taxes - Schedule of Oper
Income Taxes - Schedule of Operating Loss Carryforward (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | $ 176,785 |
UNITED STATES | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 14,193 |
SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 80,958 |
Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 3,410 |
France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 13,736 |
UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 38 |
Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 63,370 |
India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 1,056 |
Saudi Arabia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 24 |
Tax Year 2022 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 21,011 |
Tax Year 2022 | UNITED STATES | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2022 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 6,920 |
Tax Year 2022 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 209 |
Tax Year 2022 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 4,849 |
Tax Year 2022 | UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 32 |
Tax Year 2022 | Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 8,977 |
Tax Year 2022 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2022 | Saudi Arabia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 24 |
Tax Year 2023 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 31,128 |
Tax Year 2023 | UNITED STATES | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2023 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 9,789 |
Tax Year 2023 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 1,213 |
Tax Year 2023 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 8,887 |
Tax Year 2023 | UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 2 |
Tax Year 2023 | Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 11,237 |
Tax Year 2023 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2023 | Saudi Arabia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2024 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 18,044 |
Tax Year 2024 | UNITED STATES | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2024 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 5,671 |
Tax Year 2024 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 1,244 |
Tax Year 2024 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2024 | UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 1 |
Tax Year 2024 | Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 11,128 |
Tax Year 2024 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2024 | Saudi Arabia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2025 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 19,891 |
Tax Year 2025 | UNITED STATES | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2025 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 10,372 |
Tax Year 2025 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2025 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2025 | UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 1 |
Tax Year 2025 | Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 9,165 |
Tax Year 2025 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 353 |
Tax Year 2025 | Saudi Arabia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2026 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 14,412 |
Tax Year 2026 | UNITED STATES | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2026 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 6,181 |
Tax Year 2026 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2026 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2026 | UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 2 |
Tax Year 2026 | Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 7,958 |
Tax Year 2026 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 271 |
Tax Year 2026 | Saudi Arabia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2027 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 24,767 |
Tax Year 2027 | UNITED STATES | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2027 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 16,105 |
Tax Year 2027 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2027 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2027 | UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2027 | Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 8,498 |
Tax Year 2027 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 164 |
Tax Year 2027 | Saudi Arabia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2028 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 32,508 |
Tax Year 2028 | UNITED STATES | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 91 |
Tax Year 2028 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 25,920 |
Tax Year 2028 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2028 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2028 | UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2028 | Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 6,407 |
Tax Year 2028 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 90 |
Tax Year 2028 | Saudi Arabia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2029 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 187 |
Tax Year 2029 | UNITED STATES | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 9 |
Tax Year 2029 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2029 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2029 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2029 | UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2029 | Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2029 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 178 |
Tax Year 2029 | Saudi Arabia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2030 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 25 |
Tax Year 2030 | UNITED STATES | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 2 |
Tax Year 2030 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2030 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 23 |
Tax Year 2030 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2030 | UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2030 | Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2030 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2030 | Saudi Arabia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2031 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 78 |
Tax Year 2031 | UNITED STATES | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 54 |
Tax Year 2031 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2031 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 24 |
Tax Year 2031 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2031 | UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2031 | Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2031 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2031 | Saudi Arabia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2032 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 159 |
Tax Year 2032 | UNITED STATES | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 89 |
Tax Year 2032 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2032 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 70 |
Tax Year 2032 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2032 | UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2032 | Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2032 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2032 | Saudi Arabia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2033 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 80 |
Tax Year 2033 | UNITED STATES | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2033 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2033 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 80 |
Tax Year 2033 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2033 | UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2033 | Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2033 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2033 | Saudi Arabia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2034 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 91 |
Tax Year 2034 | UNITED STATES | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2034 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2034 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 91 |
Tax Year 2034 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2034 | UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2034 | Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2034 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2034 | Saudi Arabia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2035 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 1,016 |
Tax Year 2035 | UNITED STATES | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 829 |
Tax Year 2035 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2035 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 187 |
Tax Year 2035 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2035 | UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2035 | Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2035 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2035 | Saudi Arabia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2036 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 2,036 |
Tax Year 2036 | UNITED STATES | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 1,932 |
Tax Year 2036 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2036 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 104 |
Tax Year 2036 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2036 | UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2036 | Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2036 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2036 | Saudi Arabia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2037 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 1,749 |
Tax Year 2037 | UNITED STATES | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 1,584 |
Tax Year 2037 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2037 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 165 |
Tax Year 2037 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2037 | UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2037 | Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2037 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2037 | Saudi Arabia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2038 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 3,186 |
Tax Year 2038 | UNITED STATES | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 3,186 |
Tax Year 2038 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2038 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2038 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2038 | UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2038 | Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2038 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2038 | Saudi Arabia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2039 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 5,441 |
Tax Year 2039 | UNITED STATES | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 5,441 |
Tax Year 2039 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2039 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2039 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2039 | UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2039 | Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2039 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2039 | Saudi Arabia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2040 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 90 |
Tax Year 2040 | UNITED STATES | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 90 |
Tax Year 2040 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2040 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2040 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2040 | UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2040 | Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2040 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2040 | Saudi Arabia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2041 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 886 |
Tax Year 2041 | UNITED STATES | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 886 |
Tax Year 2041 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2041 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2041 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2041 | UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2041 | Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2041 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 0 |
Tax Year 2041 | Saudi Arabia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | $ 0 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Examinations (Details) | 12 Months Ended |
Dec. 31, 2021 | |
SWITZERLAND | |
Tax years subject to examination | 2016 - 2021 |
UNITED STATES | |
Tax years subject to examination | 2019 - 2021 |
France | |
Tax years subject to examination | 2019 - 2021 |
Spain | |
Tax years subject to examination | 2018 - 2021 |
Japan | |
Tax years subject to examination | 2017 - 2021 |
Taiwan | |
Tax years subject to examination | 2021 |
India | |
Tax years subject to examination | 2021 |
Germany | |
Tax years subject to examination | 2019 - 2021 |
UK | |
Tax years subject to examination | 2016 - 2021 |
Saudi Arabia | |
Tax years subject to examination | 2021 |
Vietnam | |
Tax years subject to examination | 2021 |
Income taxes (Details Narrative
Income taxes (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Income tax provision | $ (93,000) | $ 9,000 | $ 13,000 |
WISeKey Semiconductors SAS | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Income tax provision | $ 47,368 |
Segment Information and Geograh
Segment Information and Geograhic Data - Schedule of Segment Reporting Information by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Revenues from external customers | $ 22,258 | $ 14,779 | $ 22,652 |
Income tax (expense) / recovery | 93 | (9) | (13) |
Other significant non cash items | |||
Share-based compensation expense | 3,783 | 393 | 5,414 |
Gain on derivative recognized as a separate line in the statement of loss | 0 | (44) | (214) |
Interest and amortization of debt discount and expense | 1,057 | 458 | 742 |
Segment assets | 131,374 | 51,358 | 45,713 |
IoT | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 16,867 | 14,317 | 20,504 |
Intersegment revenues | 128 | 0 | 344 |
Interest revenue | 1 | 8 | 36 |
Interest expense | 30 | 12 | 29 |
Depreciation and amortization | 470 | 1,501 | 1,298 |
Segment income /(loss) before income taxes | (1,302) | (2,038) | 130 |
Profit / (loss) from intersegment sales | 6 | 0 | 16 |
Income tax (expense) / recovery | 0 | 0 | 0 |
Other significant non cash items | |||
Share-based compensation expense | 0 | 0 | 0 |
Gain on derivative recognized as a separate line in the statement of loss | 0 | 0 | 0 |
Interest and amortization of debt discount and expense | 0 | 0 | 0 |
Segment assets | 11,377 | 11,031 | 15,794 |
AI | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 4,612 | 0 | 0 |
Intersegment revenues | 0 | ||
Interest revenue | |||
Interest expense | 537 | ||
Depreciation and amortization | 430 | ||
Segment income /(loss) before income taxes | (6,283) | ||
Profit / (loss) from intersegment sales | 0 | ||
Income tax (expense) / recovery | 106 | ||
Other significant non cash items | |||
Share-based compensation expense | 0 | ||
Gain on derivative recognized as a separate line in the statement of loss | 0 | ||
Interest and amortization of debt discount and expense | 0 | ||
Segment assets | 10,552 | ||
mPKI | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 779 | 462 | 2,148 |
Intersegment revenues | 3,109 | 6,786 | 6,169 |
Interest revenue | 54 | 59 | 38 |
Interest expense | 976 | 707 | 695 |
Depreciation and amortization | 94 | 91 | 57 |
Segment income /(loss) before income taxes | (16,448) | (26,537) | (22,837) |
Profit / (loss) from intersegment sales | 148 | 323 | 294 |
Income tax (expense) / recovery | (13) | (9) | (13) |
Other significant non cash items | |||
Share-based compensation expense | 3,783 | 393 | 5,414 |
Gain on derivative recognized as a separate line in the statement of loss | 0 | 44 | 214 |
Interest and amortization of debt discount and expense | 1,057 | 458 | 742 |
Segment assets | 109,445 | 40,327 | 29,919 |
Total Segment Assets | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 22,258 | 14,779 | 22,652 |
Intersegment revenues | 3,237 | 6,786 | 6,513 |
Interest revenue | 55 | 67 | 74 |
Interest expense | 1,543 | 718 | 724 |
Depreciation and amortization | 994 | 1,592 | 1,355 |
Segment income /(loss) before income taxes | (24,033) | (28,575) | (22,707) |
Profit / (loss) from intersegment sales | 154 | 323 | 310 |
Income tax (expense) / recovery | 93 | (9) | (13) |
Other significant non cash items | |||
Share-based compensation expense | 3,783 | 393 | 5,414 |
Gain on derivative recognized as a separate line in the statement of loss | 0 | 44 | 214 |
Interest and amortization of debt discount and expense | $ 1,057 | $ 458 | $ 742 |
Segment Information and Geogr_3
Segment Information and Geographic Data - Schedule of Reconciliation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 22,258 | $ 14,779 | $ 22,652 |
Loss before income taxes | (24,187) | (28,898) | (23,017) |
Reportable Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 25,495 | 21,565 | 29,165 |
Loss before income taxes | (24,033) | (28,575) | (22,707) |
Intersegment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | (3,237) | (6,786) | (6,513) |
Loss before income taxes | $ (154) | $ (323) | $ (310) |
Segment Information and Geogr_4
Segment Information and Geographic Data - Schedule of Reconciliation of Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Consolidated total assets | $ 88,805 | $ 52,881 |
Elimination of intersegment receivables | (88,805) | (52,881) |
Reportable Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Consolidated total assets | 131,374 | 51,358 |
Elimination of intersegment receivables | (131,374) | (51,358) |
Intersegment Receivables [Member] | ||
Segment Reporting Information [Line Items] | ||
Consolidated total assets | 19,217 | 10,515 |
Elimination of intersegment receivables | (19,217) | (10,515) |
Intersegment Investment And Goodwill [Member] | ||
Segment Reporting Information [Line Items] | ||
Elimination of intersegment investment and goodwill | $ (23,352) | $ 12,038 |
Segment Information and Geogr_5
Segment Information and Geographic Data - Schedule of Revenue and Property, Plant and Equipment by Geography (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | $ 22,258 | $ 14,779 | $ 22,652 |
Property, plant and equipment net of accumulated depreciation | 587 | 1,000 | |
SWITZERLAND | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 1,272 | 592 | 2,137 |
Property, plant and equipment net of accumulated depreciation | 85 | 37 | |
Rest of EMEA | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 7,702 | 4,321 | 8,046 |
Property, plant and equipment net of accumulated depreciation | 495 | 953 | |
North America | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 11,148 | 8,260 | 9,691 |
Property, plant and equipment net of accumulated depreciation | 1 | 1 | |
Asia Pacific | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 2,062 | 1,526 | 2,504 |
Property, plant and equipment net of accumulated depreciation | 6 | 9 | |
Latin America | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | $ 74 | $ 80 | $ 274 |
Earnings_(Loss) Per Share - Sch
Earnings/(Loss) Per Share - Schedule of Earnings Per Shares, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings per share | |||
Net income / (loss) attributable to WISeKey International Holding AG (USD'000) | $ (20,340) | $ (28,659) | $ 8,187 |
Effect of potentially dilutive instruments on net gain | 335 | ||
Net income/(loss) attributable to WISeKey International Holding AG after effect of potentially dilutive instruments | $ 8,522 | ||
Shares used in net earnings / (loss) per share computation: | |||
Weighted average shares outstanding - basic | 71,642,457 | 42,785,300 | 36,079,000 |
Effect of potentially dilutive equivalent shares | 1,399,458 | ||
Weighted average shares outstanding - diluted | 37,478,458 | ||
Net earnings / (loss) per share | |||
Basic weighted average loss per share attributable to WIHN (USD) | $ (0.28) | $ (0.67) | $ 0.23 |
Diluted weighted average loss per share attributable to WIHN (USD) | $ (0.28) | $ (0.67) | $ 0.23 |
Earnings_(Loss) Per Share - S_2
Earnings/(Loss) Per Share - Schedule of Anti-Dilutive Excluded from Computation (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total number of shares from dilutive vehicles with anti-dilutive effect | 17,926,891 | 21,703,150 | 0 |
Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total number of shares from dilutive vehicles with anti-dilutive effect | 3,171,936 | 1,333,434 | 0 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total number of shares from dilutive vehicles with anti-dilutive effect | 0 | 0 | 0 |
Convertible Instruments | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total number of shares from dilutive vehicles with anti-dilutive effect | 14,754,955 | 20,369,716 | 0 |
Earnings_(Loss) Per Share - S_3
Earnings/(Loss) Per Share - Schedule of Dilutive Securities Included in the Computation of Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total number of shares from dilutive vehicles | 0 | 0 | 3,020,345 |
Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total number of shares from dilutive vehicles | 0 | 0 | 2,327,115 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total number of shares from dilutive vehicles | 0 | 0 | 0 |
Convertible Instruments | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total number of shares from dilutive vehicles | 0 | 0 | 693,230 |
Related Parties Disclosure - Sc
Related Parties Disclosure - Schedule of Related Party Transactions (Details) | 12 Months Ended | ||||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021CHF (SFr) | Dec. 31, 2021EUR (€) | |
Related Party Transaction [Line Items] | |||||
Receivables | $ 129,000 | $ 109,000 | |||
Payables | 5,470,000 | 1,837,000 | |||
Net expenses | 1,136,000 | 968,000 | $ 2,195,000 | ||
Net income | 71,000 | 32,000 | 331,000 | ||
Carlos Moreira | |||||
Related Party Transaction [Line Items] | |||||
Receivables | 0 | 0 | |||
Payables | 2,802,000 | 1,580,000 | SFr 2,555,032 | ||
Net expenses | 0 | 0 | 0 | ||
Net income | 0 | 0 | 0 | ||
Philippe Doubre | |||||
Related Party Transaction [Line Items] | |||||
Receivables | 0 | 0 | |||
Payables | 0 | 0 | |||
Net expenses | 179,000 | 86,000 | 114,000 | ||
Net income | 0 | 0 | 0 | ||
David Fergusson | |||||
Related Party Transaction [Line Items] | |||||
Receivables | 0 | 0 | |||
Payables | 0 | 0 | |||
Net expenses | 78,000 | 119,000 | 161,000 | ||
Net income | 0 | 0 | 0 | ||
Eric Pellaton | |||||
Related Party Transaction [Line Items] | |||||
Receivables | 0 | 0 | |||
Payables | 0 | 0 | |||
Net expenses | 92,000 | 42,000 | 0 | ||
Net income | 0 | 0 | 0 | ||
Jean Philippe Ladisa | |||||
Related Party Transaction [Line Items] | |||||
Receivables | 0 | 0 | |||
Payables | 0 | 0 | |||
Net expenses | 68,000 | 61,000 | 0 | ||
Net income | 0 | 0 | 0 | ||
Hans-Christian Boos | |||||
Related Party Transaction [Line Items] | |||||
Receivables | 0 | 0 | |||
Payables | 2,395,219 | 0 | € 2,105,407 | ||
Net expenses | 125,000 | 0 | 0 | ||
Net income | 0 | 0 | 0 | ||
Juan Hernandez Zayas | |||||
Related Party Transaction [Line Items] | |||||
Receivables | 0 | 0 | |||
Payables | 0 | 0 | |||
Net expenses | 0 | 52,000 | 165,000 | ||
Net income | 0 | 0 | 0 | ||
Thomas Hurlimann | |||||
Related Party Transaction [Line Items] | |||||
Receivables | 0 | 0 | |||
Payables | 0 | 0 | |||
Net expenses | 0 | 0 | 63,000 | ||
Net income | 0 | 0 | 0 | ||
Dourgam Kummer | |||||
Related Party Transaction [Line Items] | |||||
Receivables | 0 | 14,000 | |||
Payables | 0 | 0 | |||
Net expenses | 0 | 0 | 52,000 | ||
Net income | 0 | 0 | 0 | ||
Maryla Shingler-Bobbio | |||||
Related Party Transaction [Line Items] | |||||
Receivables | 0 | 0 | |||
Payables | 0 | 0 | |||
Net expenses | 0 | 0 | 123,000 | ||
Net income | 0 | 0 | 0 | ||
Roman Brunner | |||||
Related Party Transaction [Line Items] | |||||
Receivables | 0 | 0 | |||
Payables | 0 | 0 | |||
Net expenses | 0 | 0 | 426,000 | ||
Net income | 0 | 0 | 87,000 | ||
Anthony Nagel | |||||
Related Party Transaction [Line Items] | |||||
Receivables | 0 | 0 | |||
Payables | 0 | 0 | |||
Net expenses | 0 | 0 | 5,000 | ||
Net income | 0 | 0 | 58,000 | ||
Maria Pia Aqueveque Jabbaz | |||||
Related Party Transaction [Line Items] | |||||
Receivables | 0 | 0 | |||
Payables | 0 | 0 | |||
Net expenses | 2,000 | 1,000 | 0 | ||
Net income | 0 | 0 | 0 | ||
Philippe Gerwill | |||||
Related Party Transaction [Line Items] | |||||
Receivables | 0 | 0 | |||
Payables | 0 | 0 | |||
Net expenses | 10,000 | 0 | 14,000 | ||
Net income | 0 | 0 | 0 | ||
Geoffrey Lipman | |||||
Related Party Transaction [Line Items] | |||||
Receivables | 0 | 0 | |||
Payables | 0 | 0 | |||
Net expenses | 8,000 | 0 | 14,000 | ||
Net income | 0 | 0 | 0 | ||
Don Tapscott | |||||
Related Party Transaction [Line Items] | |||||
Receivables | 0 | 0 | |||
Payables | 0 | 0 | |||
Net expenses | 0 | 8,000 | 0 | ||
Net income | 0 | 0 | 0 | ||
Cristina Dolan | |||||
Related Party Transaction [Line Items] | |||||
Receivables | 0 | 0 | |||
Payables | 0 | 0 | |||
Net expenses | 0 | 1,000 | 0 | ||
Net income | 0 | 0 | 0 | ||
Wei Wang | |||||
Related Party Transaction [Line Items] | |||||
Receivables | 0 | 0 | |||
Payables | 0 | 0 | |||
Net expenses | 0 | 0 | 0 | ||
Net income | 0 | 0 | 10,000 | ||
OISTE | |||||
Related Party Transaction [Line Items] | |||||
Receivables | 129,000 | 95,000 | |||
Payables | 189,000 | 172,000 | SFr 172,320 | ||
Net expenses | 350,000 | 374,000 | 219,000 | ||
Net income | 71,000 | 32,000 | 140,000 | ||
Indian Potash Limited | |||||
Related Party Transaction [Line Items] | |||||
Receivables | 0 | 0 | |||
Payables | 0 | 0 | |||
Net expenses | 0 | 0 | 0 | ||
Net income | 0 | 0 | 0 | ||
Terra Vetures Inc. | |||||
Related Party Transaction [Line Items] | |||||
Receivables | 0 | 0 | |||
Payables | 33,000 | 33,000 | |||
Net expenses | 0 | 0 | 0 | ||
Net income | 0 | 0 | 0 | ||
Edmund Gibbons Limited | |||||
Related Party Transaction [Line Items] | |||||
Receivables | 0 | 0 | |||
Payables | 0 | 0 | |||
Net expenses | 0 | 0 | 479,000 | ||
Net income | 0 | 0 | 36,000 | ||
GSP Holdings Ltd | |||||
Related Party Transaction [Line Items] | |||||
Receivables | 0 | 0 | |||
Payables | 17,000 | 18,000 | |||
Net expenses | 0 | 0 | 0 | ||
Net income | 0 | 0 | 0 | ||
SAI LLC (SBT Ventures) | |||||
Related Party Transaction [Line Items] | |||||
Receivables | 0 | 0 | |||
Payables | 34,000 | 34,000 | |||
Net expenses | 0 | 0 | 0 | ||
Net income | 0 | 0 | 0 | ||
Related Parties of Carlos Moreira | |||||
Related Party Transaction [Line Items] | |||||
Receivables | 0 | 0 | |||
Payables | 0 | 0 | |||
Net expenses | 224,000 | 223,000 | 360,000 | ||
Net income | $ 0 | $ 0 | $ 0 |
Related parties disclosure (Det
Related parties disclosure (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||
May 27, 2020EUR (€) | Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2021CHF (SFr) | Dec. 31, 2021EUR (€) | |
Related Party Transaction [Line Items] | ||||||
Payables | $ 5,470,000 | $ 1,837,000 | ||||
WISeKey SA | ||||||
Related Party Transaction [Line Items] | ||||||
Share capital | $ 933,436,000 | |||||
% ownership | 95.75% | 95.75% | 95.75% | |||
WISeKey Semiconductors SAS | ||||||
Related Party Transaction [Line Items] | ||||||
Share capital | $ 1,298,162,000 | |||||
% ownership | 100.00% | 100.00% | 100.00% | |||
WiseTrust SA | ||||||
Related Party Transaction [Line Items] | ||||||
Share capital | $ 680,000,000 | |||||
% ownership | 100.00% | 100.00% | 100.00% | |||
WISeKey ELA SL | ||||||
Related Party Transaction [Line Items] | ||||||
Share capital | $ 4,000,000,000 | |||||
% ownership | 100.00% | 100.00% | 100.00% | |||
WISeKey SAARC Ltd | ||||||
Related Party Transaction [Line Items] | ||||||
Share capital | $ 100,000,000 | |||||
% ownership | 51.00% | 51.00% | 51.00% | |||
WISeKey USA Inc | ||||||
Related Party Transaction [Line Items] | ||||||
Share capital | $ 6,500,000 | |||||
% ownership | 100.00% | 100.00% | 100.00% | |||
WISeKey India Private Ltd | ||||||
Related Party Transaction [Line Items] | ||||||
Share capital | $ 1,000,000,000 | |||||
% ownership | 45.90% | 45.90% | 45.90% | |||
WISeKey IoT Japan KK | ||||||
Related Party Transaction [Line Items] | ||||||
Share capital | $ 1,000,000,000 | |||||
% ownership | 100.00% | 100.00% | 100.00% | |||
WISeKey IoT Taiwan | ||||||
Related Party Transaction [Line Items] | ||||||
Share capital | $ 100,000,000 | |||||
% ownership | 100.00% | 100.00% | 100.00% | |||
WISeCoin AG | ||||||
Related Party Transaction [Line Items] | ||||||
Share capital | $ 100,000,000 | |||||
% ownership | 90.00% | 90.00% | 90.00% | |||
WISeKey Equities AG | ||||||
Related Party Transaction [Line Items] | ||||||
Share capital | $ 100,000,000 | |||||
% ownership | 100.00% | 100.00% | 100.00% | |||
WISeKey Semiconductors GmbH | ||||||
Related Party Transaction [Line Items] | ||||||
Share capital | $ 25,000,000 | |||||
% ownership | 100.00% | 100.00% | 100.00% | |||
WISeKey Arabia - Information Technology Ltd | ||||||
Related Party Transaction [Line Items] | ||||||
Share capital | $ 200,000,000 | |||||
% ownership | 51.00% | 51.00% | 51.00% | |||
TrusteCoin AG | ||||||
Related Party Transaction [Line Items] | ||||||
Share capital | $ 100,000,000 | |||||
% ownership | 100.00% | 100.00% | 51.00% | |||
arago GmbH | ||||||
Related Party Transaction [Line Items] | ||||||
Share capital | $ 266,808,000 | |||||
% ownership | 51.00% | 51.00% | ||||
Proceeds from related party debt | € | € 1,918,047 | |||||
arago Da Vinci GmbH | ||||||
Related Party Transaction [Line Items] | ||||||
Share capital | $ 25,000,000 | |||||
% ownership | 51.00% | 51.00% | ||||
arago Technology Solutions Private Ltd | ||||||
Related Party Transaction [Line Items] | ||||||
Share capital | $ 100,000,000 | |||||
% ownership | 51.00% | 51.00% | ||||
arago US Inc. | ||||||
Related Party Transaction [Line Items] | ||||||
Share capital | $ 25,000 | |||||
% ownership | 51.00% | 51.00% | ||||
WISeKey Vietnam Ltd | ||||||
Related Party Transaction [Line Items] | ||||||
Share capital | $ 689,400,000,000 | |||||
% ownership | 95.75% | 95.75% | ||||
Carlos Moreira | ||||||
Related Party Transaction [Line Items] | ||||||
Payables | $ 2,802,000 | $ 1,580,000 | SFr 2,555,032 | |||
Hans-Christian Boos | ||||||
Related Party Transaction [Line Items] | ||||||
Payables | 2,395,219 | $ 0 | € 2,105,407 | |||
Interest expense | $ 125,312 | € 105,895 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - USD ($) | Mar. 07, 2022 | Mar. 31, 2022 | Jan. 31, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 29, 2021 |
Subsequent Event [Line Items] | |||||||||
Proceeds from convertible debt | $ 44,362,000 | $ 22,053,000 | $ 2,860,000 | ||||||
WISeKey SA | |||||||||
Subsequent Event [Line Items] | |||||||||
Options, granted | 16,323 | 60,394 | |||||||
the "Anson Facility" | Convertible Debt | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from convertible debt | $ 11,000,000 | $ 5,500,000 | |||||||
Convertible debt | $ 5,937,142 | 5,937,142 | $ 22,000,000 | ||||||
Conversion of debt | $ 9,800,000 | ||||||||
Conversion of debt, shares issued | 8,228,262 | ||||||||
Subsequent Event [Member] | WISeKey SA | WISeKey ESOP | |||||||||
Subsequent Event [Line Items] | |||||||||
Options, granted | 10,805 | ||||||||
Subsequent Event [Member] | the "L1 Facility" Second Amendment | Convertible Debt | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from convertible debt | $ 1,000,000 | $ 5,000,000 | |||||||
Convertible debt | $ 22,000,000 | ||||||||
Subsequent Event [Member] | the "L1 Facility" Second Amendment | Convertible Debt | Common Shares - Class B | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of debt | $ 2,600,000 | ||||||||
Conversion of debt, shares issued | 4,569,997 | ||||||||
Subsequent Event [Member] | the "Anson Facility" | Convertible Debt | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of debt | $ 3,250,000 | ||||||||
Subsequent Event [Member] | the "Anson Facility" | Convertible Debt | Common Shares - Class B | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of debt, shares issued | 5,170,339 |