Cover
Cover | 12 Months Ended |
Dec. 31, 2022 shares | |
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, 2022 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2022 |
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 ten |
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 Firm ID | 5988 |
Auditor Location | Zurich, Switzerland |
Auditor Name | BDO AG |
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 | 99,837,254 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Net sales | $ 23,814 | $ 17,646 | $ 14,779 |
Cost of sales | (13,588) | (9,893) | (8,578) |
Depreciation of production assets | (132) | (301) | (736) |
Gross profit | 10,094 | 7,452 | 5,465 |
Other operating income | 2,073 | 183 | 43 |
Research & development expenses | (3,862) | (5,618) | (6,012) |
Selling & marketing expenses | (7,275) | (9,111) | (7,355) |
General & administrative expenses | (11,466) | (14,066) | (10,673) |
Total operating expenses | (20,530) | (28,612) | (23,997) |
Operating loss | (10,436) | (21,160) | (18,532) |
Non-operating income | 3,937 | 2,509 | 1,127 |
Debt conversion expense | (827) | (325) | |
Gain on derivative liability | 44 | ||
Interest and amortization of debt discount | (168) | (1,057) | (458) |
Non-operating expenses | (5,551) | (3,426) | (11,079) |
Loss before income tax expense | (13,045) | (23,459) | (28,898) |
Income tax income / (expense) | 3,238 | (13) | (9) |
Loss from continuing operations, net | (9,807) | (23,472) | (28,907) |
Discontinued operations: | |||
Net sales from discontinued operations | 1,805 | 4,612 | |
Cost of sales from discontinued operations | (978) | (2,976) | |
Total operating and non-operating expenses from discontinued operations | (5,274) | (2,364) | |
Income tax recovery from discontinued operations | 25 | 106 | |
Loss on disposal of a business, net of tax on disposal | (15,026) | 0 | 0 |
Income / (loss) on discontinued operations | (19,449) | (622) | |
Net income / (loss) | (29,255) | (24,094) | (28,907) |
Less: Net income / (loss) attributable to noncontrolling interests | (1,780) | (3,754) | (248) |
Net income / (loss) attributable to WISeKey International Holding AG | $ (27,475) | $ (20,340) | $ (28,659) |
Earnings per share from continuing operations | |||
Basic | $ (0.09) | $ (0.33) | $ (0.68) |
Diluted | (0.09) | (0.33) | (0.68) |
Earnings per share from discontinued operations | |||
Basic | (0.17) | (0.01) | |
Diluted | (0.17) | (0.01) | |
Earning per share attributable to WISeKey International Holding AG | |||
Basic | (0.24) | (0.28) | (0.67) |
Diluted | $ (0.24) | $ (0.28) | $ (0.67) |
Other comprehensive income / (loss), net of tax: | |||
Foreign currency translation adjustments | $ (1,434) | $ (1,534) | $ 1,729 |
Change in unrealized gains related to available-for-sale debt securities | 0 | 1,965 | 5,385 |
Reclassifications out of the OCI arising during period | 1,156 | ||
Net gain (loss) arising during period | 2,934 | 1,572 | 1,189 |
Reclassification adjustments | (7,350) | ||
Other comprehensive income / (loss) | 2,656 | (5,347) | 8,303 |
Comprehensive income / (loss) | (26,599) | (29,441) | (20,604) |
Other comprehensive income / (loss) attributable to noncontrolling interests | (964) | 187 | (95) |
Other comprehensive income / (loss) attributable to WISeKey International Holding AG | 3,620 | (5,534) | 8,398 |
Comprehensive income / (loss) attributable to noncontrolling interests | (2,744) | (3,567) | (343) |
Comprehensive income / (loss) attributable to WISeKey International Holding AG | $ (23,855) | $ (25,874) | $ (20,261) |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 20,706 | $ 34,201 |
Restricted cash, current | 108 | 110 |
Accounts receivable, net of allowance for doubtful accounts | 2,573 | 2,979 |
Notes receivable from employees and related parties | 67 | 68 |
Inventories | 7,510 | 2,710 |
Prepaid expenses | 831 | 1,198 |
Current assets held for sale | 689 | |
Other current assets | 1,380 | 555 |
Total current assets | 33,175 | 42,510 |
Noncurrent assets | ||
Notes receivable, noncurrent | 64 | 190 |
Deferred income tax assets | 3,295 | 1 |
Deferred tax credits | 694 | 848 |
Property, plant and equipment net of accumulated depreciation | 842 | 573 |
Intangible assets, net of accumulated amortization | 98 | 105 |
Finance lease right-of-use assets | 171 | |
Operating lease right-of-use assets | 2,289 | 2,941 |
Goodwill | 8,317 | 8,317 |
Equity securities, at cost | 472 | 501 |
Equity securities, at fair value | 1 | 1 |
Noncurrent assets held for sale | 32,391 | |
Other noncurrent assets | 249 | 256 |
Total noncurrent assets | 16,321 | 46,295 |
TOTAL ASSETS | 49,496 | 88,805 |
Current Liabilities | ||
Accounts payable | 13,401 | 14,786 |
Notes payable | 4,196 | 4,206 |
Deferred revenue, current | 174 | 92 |
Current portion of obligations under finance lease liabilities | 55 | |
Current portion of obligations under operating lease liabilities | 592 | 595 |
Income tax payable | 57 | 11 |
Current liabilities held for sale | 4,567 | |
Other current liabilities | 409 | 440 |
Total current liabilities | 18,829 | 24,752 |
Noncurrent liabilities | ||
Bonds, mortgages and other long-term debt | 1,850 | 458 |
Convertible note payable, noncurrent | 1,267 | 9,049 |
Deferred revenue, noncurrent | 23 | 100 |
Operating lease liabilities, noncurrent | 1,727 | 2,468 |
Employee benefit plan obligation | 1,759 | 4,769 |
Other deferred tax liabilities | 8 | 62 |
Noncurrent liabilities held for sale | 5,712 | |
Other noncurrent liabilities | 8 | 56 |
Total noncurrent liabilities | 6,642 | 22,674 |
TOTAL LIABILITIES | 25,471 | 47,426 |
SHAREHOLDERS' EQUITY | ||
Treasury stock, at cost (457,264 and 7,201,664 shares held) | (371) | (636) |
Additional paid-in capital | 280,597 | 268,199 |
Accumulated other comprehensive income / (loss) | 5,935 | 1,407 |
Accumulated deficit | (265,635) | (238,160) |
Total shareholders'equity attributable to WISeKey shareholders | 26,260 | 35,895 |
Noncontrolling interests in consolidated subsidiaries | (2,235) | 5,484 |
Total shareholders' equity | 24,025 | 41,379 |
TOTAL LIABILITIES AND EQUITY | 49,496 | 88,805 |
Common Shares - Class A | ||
SHAREHOLDERS' EQUITY | ||
Common stock | 400 | 400 |
Common Shares - Class B | ||
SHAREHOLDERS' EQUITY | ||
Common stock | 5,334 | 4,685 |
Treasury stock, at cost (457,264 and 7,201,664 shares held) | $ (371) | $ (636) |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Treasury stock | 457,264 | 7,201,664 |
Common Shares - Class A | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,021,988 | 40,021,988 |
Common stock, shares issued | 40,021,988 | 40,021,988 |
Common stock, shares outstanding | 40,021,988 | 40,021,988 |
Common Shares - Class B | ||
Common stock, par value | $ 0.05 | $ 0.05 |
Common stock, shares authorized | 177,419,580 | 138,058,468 |
Common stock, shares issued | 100,294,518 | 88,120,054 |
Common stock, shares outstanding | 99,837,254 | 80,918,390 |
Treasury stock | 457,264 | 7,201,664 |
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, 2021 at Dec. 31, 2020 | $ 400 | $ 2,490 | $ 2,890 | $ (505) | $ 224,763 | $ 1 | $ (217,820) | $ 6,940 | $ 16,269 | $ (1,843) | $ 14,426 |
Beginning 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 | 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 |
Crede convertible loan, shares | 3,058,358 | ||||||||||
GTO Facility | 0 | $ 491 | 491 | 259 | 14,620 | 0 | 0 | 0 | 15,370 | 0 | 15,370 |
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 |
Share buyback program | 0 | 0 | 0 | (266) | 0 | 0 | 0 | 0 | (266) | 0 | (266) |
Net income | 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) |
As at December 31, 2022 at Dec. 31, 2021 | $ 400 | $ 4,685 | 5,085 | (636) | 268,199 | 0 | (238,160) | 1,407 | 35,895 | 5,484 | 41,379 |
Beginning balance, shares at Dec. 31, 2021 | 40,021,988 | 88,120,054 | |||||||||
Common stock issued1 | $ 0 | $ 0 | 0 | 0 | (80) | 0 | 0 | 0 | (80) | 0 | (80) |
Options exercised1 | 0 | $ 9 | 9 | 0 | 16 | 0 | 0 | 0 | 25 | 0 | 25 |
Options exercised, shares | 171,942 | ||||||||||
Stock-based compensation | 0 | $ 0 | 0 | 0 | 744 | 0 | 0 | 0 | 744 | 0 | 744 |
Changes in treasury shares | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
L1 Facility | 0 | 197 | 197 | 175 | 5,424 | 0 | 0 | 0 | 5,796 | 0 | 5,796 |
Anson Facility | 0 | 443 | 443 | 193 | 5,783 | 0 | 0 | 0 | 6,419 | 0 | 6,419 |
Share buyback program | 0 | 0 | 0 | (103) | 0 | 0 | 0 | 0 | (103) | 0 | (103) |
Net income | 0 | 0 | 0 | 0 | 0 | 0 | (27,475) | 0 | (27,475) | (1,780) | (29,255) |
Other comprehensive income / (loss) | 0 | $ 0 | 0 | 0 | 0 | 0 | 0 | 3,620 | 3,620 | (964) | 2,656 |
L1 Facility, shares | 3,678,608 | ||||||||||
Anson Facility, shares | 8,323,914 | ||||||||||
Production capacity investment loan | 511 | 511 | 511 | ||||||||
NCI cancellation TrusteCoin | 8 | 8 | |||||||||
Disposal of Arago entities | 908 | 908 | (4,983) | (4,075) | |||||||
As at December 31, 2022 at Dec. 31, 2022 | $ 400 | $ 5,334 | $ 5,734 | $ (371) | $ 280,597 | $ 0 | $ (265,635) | $ 5,935 | $ 26,260 | $ (2,235) | $ 24,025 |
Beginning balance, shares at Dec. 31, 2022 | 40,021,988 | 100,294,518 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from operating activities: | |||
Net Income (loss) | $ (29,255) | $ (24,094) | $ (28,907) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Depreciation of property, plant & equipment | 446 | 513 | 988 |
Amortization of intangible assets | 156 | 481 | 604 |
Write-off loss / (gain) | 1,333 | 0 | 0 |
Impairment charge | 7,000 | ||
Debt conversion expense | 827 | 325 | |
Interest and amortization of debt discount | 168 | 1,057 | 458 |
Loss / (gain) on derivative liability | (44) | ||
Stock-based compensation | 744 | 3,783 | 393 |
Bad debt expense | 4 | 18 | 24 |
Inventory obsolescence impairment | 554 | 0 | 457 |
Increase (decrease) in defined benefit pension liability, net of unrealized gains and losses | 13 | (570) | 66 |
Income tax expense / (recovery) net of cash paid | (3,268) | (131) | 9 |
Other non cash expenses /(income) | |||
Expenses settled in equity | 85 | 146 | 14 |
Loss on disposal of a business | 15,026 | ||
Unrealized gains related to available-for-sale debt securities recorded in the income statement after acquisition of arago | (5,553) | ||
Unrealized and non cash foreign currency transactions | 1,378 | 172 | 800 |
Other | 300 | 455 | |
Changes in operating assets and liabilities, net of effects of businesses acquired | |||
Decrease (increase) in accounts receivables | 227 | 207 | 870 |
Decrease (increase) in inventories | (5,354) | (236) | 313 |
Decrease (increase) in other current assets, net | (621) | 737 | 46 |
Decrease (increase) in deferred research & development tax credits, net | 154 | 464 | 1,176 |
Decrease (increase) in other noncurrent assets, net | 8 | 1,805 | 53 |
Increase (decrease) in accounts payable | 137 | 2,061 | 2,386 |
Increase (decrease) in deferred revenue, current | (34) | (723) | 213 |
Increase (decrease) in income taxes payable | 45 | 8 | (8) |
Increase (decrease) in other current liabilities | 210 | (2,370) | (199) |
Increase (decrease) in deferred revenue, noncurrent | (77) | 81 | 9 |
Increase (decrease) in other noncurrent liabilities | (50) | (272) | 326 |
Net cash provided by (used in) operating activities | (17,144) | (21,791) | (12,550) |
Cash Flows from investing activities: | |||
Sale / (acquisition) of equity securities | (476) | ||
Sale / (acquisition) of property, plant and equipment | (303) | (36) | (52) |
Sale of a business, net of cash and cash equivalents divested | (181) | ||
Acquisition of a business, net of cash and cash equivalents acquired | (2,013) | (3,845) | |
Net cash provided by (used in) investing activities | (484) | (2,525) | (3,897) |
Cash Flows from financing activities: | |||
Proceeds from options exercises | 16 | 4 | 68 |
Proceeds from issuance of Common Stock | 226 | 2,194 | |
Proceeds from convertible loan issuance | 4,820 | 44,362 | 22,053 |
Proceeds from debt | 2,000 | 646 | |
Repayments of debt | (2,246) | (5,276) | (2,344) |
Payments of debt issue costs | (303) | (2,341) | |
Repurchase of treasury shares | (102) | (1,135) | |
Net cash provided by (used in) financing activities | 4,185 | 36,975 | 21,482 |
Effect of exchange rate changes on cash and cash equivalents | (102) | (63) | 82 |
Cash and cash equivalents and restricted cash | |||
Net increase (decrease) during the period | (13,545) | 12,596 | 5,117 |
Balance, beginning of period | 34,359 | 21,763 | 16,646 |
Balance, end of period | 20,814 | 34,359 | 21,763 |
Reconciliation to balance sheet | |||
Cash and cash equivalents | 20,706 | 34,201 | 19,650 |
Restricted cash, current | 108 | 110 | 2,113 |
Cash and cash equivalents from discontinued operations | 48 | ||
Supplemental cash flow information | |||
Cash paid for interest, net of amounts capitalized | 53 | 490 | 250 |
Cash paid for incomes taxes | 6 | 46 | |
Noncash conversion of convertible loans into common stock | 13,800 | 43,704 | 12,946 |
Restricted cash received for share subscription in progress | 1 | ||
ROU assets obtained from operating lease | $ 29 | $ 2,375 | $ 544 |
The WISeKey Group
The WISeKey Group | 12 Months Ended |
Dec. 31, 2022 | |
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” or the “Group” or the “ WISeKey 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 the first half of 2022, the Group decided to divest its Artificial Intelligence (“ AI 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, 2022 | |
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 10.4 14.3 On February 8, 2018 the Group entered into a Standby Equity Distribution Agreement (“SEDA”) with YA II PN, Ltd., a fund managed by Yorkville Advisors Global, LLC (“Yorkville”). 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 WIHN 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 WIHN Class B Shares are issued out of authorized share capital) or purchase (if the WIHN Class B Shares are delivered out of treasury) WIHN Class B Shares worth up to CHF 5.0 million by drawdown, subject to certain exceptions and limitations. On March 4, 2020, the SEDA was extended by 24 months to March 31, 2023. 45,643,955 On June 29, 2021, WISeKey entered into an Agreement for the Subscription of up to $ 22 22 On September 27, 2021, WISeKey and Anson signed the First Amendment to the Subscription Agreement (the “Anson First Amendment”), pursuant to which, for the remaining facility, 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 5.5 Convertible Debt The SEDA 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, 2022 | |
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”) as set forth in the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC). All amounts are in United States dollars (“USD”) unless otherwise stated. Divestiture of arago On March 14, 2022, the Group signed a Share Purchase and Transfer Agreement (the “SPTA”) to sell its 51% ownership in arago GmbH and its affiliates (together “arago” or the “arago Group”) to OGARA GmbH, with Neutrino Energy Property GmbH & Co. acting as “Buyer Guarantor”, who signed on March 16, 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 purchase price set in the SPTA was EUR 25,527,955 26,827,022 The sale was completed on June 24, 2022, when the shares owned by WISeKey in arago were transferred to OGARA GmbH as WISeKey issued a waiver to accept a delayed payment of the consideration, because of the high cash burn rate of arago. We assessed the SPTA under ASC 205 and concluded that the operation met the requirement to be classified as held for sale because of the strategic shift represented by the sale of the Group’s AI (Artificial Intelligence) segment and that arago qualifies as discontinued operations from the date of the SPTA, March 16, 2022. In line with ASC 205-20-45-3A and ASC 205-20-45-10 respectively, we reported the results of the discontinued operations as a separate component of income for the years ending December 31, 2020, December 31, 2021, and December 31, 2022, and we classified their assets and liabilities separately as held for sale in the balance sheet for the year to December 31, 2021. Per ASC 830-30-40-1, upon the divestiture of arago, WISeKey’s USD 1,245,896 1,156,401 The loss on disposal of a business recorded in the reporting period is USD 15,025,611 |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2022 | |
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 Group 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 Group. 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 3 10 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. 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. 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 noncurrent. 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 noncurrent. 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 divestiture 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 2022, we report our financial performance based on a new segment structure described in Note 37. 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, 2022, the Group adopted Accounting Standards Update (ASU) 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. 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. There was no material impact on the Group's results upon adoption of the standard. As of January 1, 2022, the Group also adopted ASU 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. 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. The ASU 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 the ASU affect all entities that issue freestanding written call options that are classified in equity. There was no material impact on the Group's results upon adoption of the standard. As of January 1, 2022, the Group also adopted ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. 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 be disclosed. 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 October 2021, The FASB issued 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 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 Group 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, 2022 | |
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 2022, 2021 or 2020, and the clients whose trade accounts receivable balances were 10% or higher than the respective total consolidated trade accounts receivable balance for fiscal years 2022 and 2021: Revenue Receivables Revenue concentration Receivables concentration 12 months ended December 31, As at December 31, 2022 2021 2020 2022 2021 IoT operating segment Multinational electronics contract manufacturing company 14 10 18 30 13 International equipment and software manufacturer 5 8 9 11 0 |
Fair value measurements
Fair value measurements | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 As at December 31, 2021 Fair value level USD'000 Carrying amount Fair value Carrying amount Fair value Note ref. Nonrecurring fair value measurements Accounts receivable, net of allowance for doubtful accounts 2,573 2,573 2,979 2,979 3 9 Notes receivable from employees and related parties 67 67 68 68 3 10 Notes receivable, noncurrent 64 64 190 190 3 13 Equity securities, at cost 472 472 501 501 3 20 Accounts payable 13,401 13,401 14,786 14,786 3 23 Notes payable 4,196 4,196 4,206 4,206 3 24 Bonds, mortgages and other long-term debt 1,850 1,850 458 458 3 26 Convertible note payable, noncurrent 1,267 1,267 9,049 9,049 3 26 Recurring fair value measurements Equity securities, at fair value 1 1 1 1 1 21 In addition to the methods and assumptions we use to record the fair value of financial instruments as discussed above, we used the following methods and assumptions to estimate the fair value of our financial instruments: - Accounts receivable, net of allowance for doubtful accounts – carrying amount approximated fair value due to their short-term nature. - Notes receivable from employees and 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. - Bonds, mortgages and other long-term debt – carrying amount approximated fair value - Convertible note payable, noncurrent – carrying amount approximated fair value. - Equity securities, at fair value – fair value remeasured as at reporting period. |
Cash and cash equivalents
Cash and cash equivalents | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash and cash equivalents | Note 7. Cash and cash equivalents Cash consists of deposits held at major banks. |
Restricted cash
Restricted cash | 12 Months Ended |
Dec. 31, 2022 | |
Restricted Cash | |
Restricted cash | Note 8. Restricted cash Restricted cash as at December 31, 2022 relates to the capital subscription of a new group entity which had not yet been incorporated as at December 31, 2022. |
Accounts receivable
Accounts receivable | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 Trade accounts receivable 2,463 2,820 Allowance for doubtful accounts (64) (68) Accounts receivable from other related parties 171 129 Accounts receivable from underwriters, promoters, and employees - 5 Other accounts receivable 3 93 Total accounts receivable, net of allowance for doubtful accounts 2,573 2,979 As at December 31, 2022, accounts receivable from other related parties consisted of a receivable from OISTE in relation to the facilities and personnel hosted by WISeKey SA and WISeKey International Holding AG on behalf of OISTE (see Note 40). |
Notes receivable from employees
Notes receivable from employees and related parties | 12 Months Ended |
Dec. 31, 2022 | |
Notes Receivable From Employees And Related Parties | |
Notes receivable from employees and related parties | Note 10. Notes receivable from employees and related parties As at December 31, 2022, the notes receivable from employees and related parties consisted of: - a loan to an employee of CHF 61,818 66,872 0.5 60,000 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 11. Inventories Inventories consisted of the following: Inventories - Schedule of Inventories, Current As at December 31, As at December 31, USD'000 2022 2021 Raw materials 4,523 950 Work in progress 2,987 1,760 Total inventories 7,510 2,710 In the years ended December 31, 2022, 2021 and 2020, the Group recorded inventory obsolescence charges in the income statement of respectively USD 204,211 57,302 156,188 349,623 404,509 301,215 Raw Materials Work in Progress |
Other current assets
Other current assets | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other current assets | Note 12. 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 2022 2021 Value-Added Tax receivable 352 359 Advanced payment to suppliers 1,025 220 Deposits, current 3 5 Other current assets - 1 Total other current assets 1,380 555 |
Notes receivable, noncurrent
Notes receivable, noncurrent | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Notes receivable, noncurrent | Note 13. 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 2022 2021 Long-term receivable from, and loan, to shareholders 60 187 Long-term receivable from, and loan to, other related parties 4 3 Total notes receivable, noncurrent 64 190 As at December 31, 2022, 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 33). These loans do not bear interest. The total loan amount as at December 31, 2022 was CHF 55,879 60,447 - 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 33). This loan does not bear interest. The total loan amount as at December 31, 2022 was CHF 3,322 3,594 |
Divestiture and discontinued op
Divestiture and discontinued operations | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestiture and discontinued operations | Note 14. Divestiture and discontinued operations Classification as discontinued operations of 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”, who signed on March 16, 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 was conditional on the consideration being transferred to WISeKey and the shares owned by the Group being transferred to OGARA GmbH. We assessed the SPTA under ASC 205 and concluded that the operation met the requirement to be classified as held for sale because of the strategic shift represented by the sale of the Group’s AI segment and that arago qualifies as discontinued operations from the date of the SPTA, March 16, 2022. In line with ASC 205-20-45-3A and ASC 205-20-45-10 respectively, we reported the results of the discontinued operations as a separate component of income for the years ending December 31, 2022, December 31, 2021 and December 31, 2020, and we classified their assets and liabilities separately as held for sale in the balance sheet for the year to December 31, 2021. No gain or loss on classification as held for sale was recorded in 2021. The table below shows the reconciliation of the carrying amounts of major classes of assets and liabilities of the discontinued operations to the total assets and liabilities classified as held for sale and presented separately in the balance sheet as at December 31, 2021. Divestiture and Discontinued Operations - Schedule of Schedule of Disposal Groups Including Discontinued Operations As at December 31, USD'000 2021 ASSETS Current assets Cash and cash equivalents 48 Trade accounts receivable 258 Allowance for doubtful accounts - Other accounts receivable 24 Prepaid expenses 237 Other current assets 122 Total current assets held for sale 689 Noncurrent assets Deferred income tax assets 5 Property, plant and equipment net of accumulated depreciation 15 Intangible assets, net of accumulated amortization 9,081 Operating lease ROU assets 766 Goodwill 22,524 Other noncurrent assets - Total noncurrent assets held for sale 32,391 TOTAL ASSETS HELD FOR SALE 33,080 LIABILITIES Current liabilities Trade creditors 1,189 Other accounts payable 473 Notes payable 2,044 Deferred revenue, current 396 Operating leases 355 Current portion of obligations under capital leases - Income tax payable - Other current liabilities 110 Total current liabilities held for sale 4,567 Noncurrent liabilities Deferred revenue, noncurrent - Indebtedness to related parties, noncurrent 2,395 Capital leases - Operating leases 411 Employee benefit plan obligation - Deferred income tax liability 2,906 Total noncurrent liabilities held for sale 5,712 TOTAL LIABILITIES HELD FOR SALE 10,279 The table below shows the reconciliation of the major classes of line items constituting income / (loss) on discontinued operations to the income / (loss) on discontinued operations reported in discontinued operations in the income statement: 12 months ended December 31, USD'000 2022 2021 Net sales from discontinued operations 1,805 4,612 Cost of sales from discontinued operations (978) (2,976) Gross profit from discontinued operations 827 1,636 Research & development expenses (574) (1,389) Selling & marketing expenses (329) (1,115) General & administrative expenses (2,293) (4,660) Non-operating income 1,076 6,129 Non-operating expenses (3,154) (1,329) Loss on disposal of a business (15,026) - Total operating and non-operating expenses from discontinued operations (20,300) (2,364) Income / (loss) from discontinued operations before income tax (19,473) (728) Income tax (expense) / recovery from discontinued operations 25 106 Income / (loss) on discontinued operations (19,448) (622) Less: Net income on discontinued operations attributable to noncontrolling interests (1,531) - Net income / (loss) on discontinued operations attributable to WISeKey International Holding AG (17,917) (622) The depreciation charge from discontinued operations for the year ended December 31, 2021 was USD 21,680 3,528 The amortization charge from discontinued operations for the year ended December 31, 2021 was USD 408,728 86,880 In the previous annual report, the results of the discontinued operations were included in the AI segment. The table below shows the total operating, investing and financing cash flows of the discontinued operation: 12 months ended December 31, USD'000 2022 2021 Net cash provided by (used in) operating activities (1,733) (3,567) Net cash provided by (used in) investing activities - - Net cash provided by (used in) financing activities 1,795 3,153 There were no significant operating and investing noncash items from discontinued operations for the years ended December 31, 2022 and 2021. Divestiture of the arago Group The sale was completed on June 24, 2022, when the shares owned by WISeKey in arago were transferred to OGARA GmbH as WISeKey issued a waiver to accept a delayed payment of the consideration. WISeKey issued that waiver because of the high cash burn rate of arago. Per ASC 830-30-40-1, upon the divestiture of arago, WISeKey’s USD 1,245,896 1,156,401 The purchase price set in the SPTA was EUR 25,527,955 26,827,022 25,527,955 26,827,022 15,025,611 WISeKey did not have any other continuing involvement with the arago Group, OGARA GmbH or Neutrino Energy Property GmbH & Co. after it had been deconsolidated, other than to plan the payment of the purchase price. OGARA GmbH or Neutrino Energy Property GmbH & Co. were not and are not a related party of WISeKey, and neither the arago Group nor OGARA GmbH or Neutrino Energy Property GmbH & Co. are related parties to WISeKey after the deconsolidation. |
Deferred tax credits
Deferred tax credits | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Tax Credits | |
Deferred tax credits | Note 15. 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 2022 2021 Deferred research & development tax credits 692 847 Deferred other tax credits 2 1 Total deferred tax credits 694 848 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, 2022 and 2021, the receivable balances in respect of these research tax credits owed to the Group were respectively USD 692,314 846,808 |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Note 16. 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 2022 2021 Machinery & equipment Machinery & Equipment 4,132 3,902 Office equipment and furniture Office Equipment and Furniture 2,944 2,899 Computer equipment and licences Computer Equipment and Licenses 1,558 1,162 Total property, plant and equipment gross 8,634 7,963 Accumulated depreciation for: Machinery & equipment (3,707) (3,650) Office equipment and furniture (2,703) (2,614) Computer equipment and licences (1,382) (1,126) Total accumulated depreciation (7,792) (7,390) Total property, plant and equipment, net 842 573 Depreciation charge from continuing operations for the period ended December 31, 443 491 The depreciation charge from continuing operations for the year 2020 was USD 988,207 In 2022, 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 2022. The useful economic life of property plant and equipment is as follows: Production Tools Licenses Software · 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, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Note 17. 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 2022 2021 Intangible assets not subject to amortization: Cryptocurrencies Cryptocurrencies Not Subject to Amortization 96 100 Intangible assets subject to amortization: Trademarks 136 137 Patents 2,281 2,281 License agreements 11,195 11,326 Other intangibles 6,393 6,469 Total intangible assets gross 20,101 20,313 Accumulated amortization for: Trademarks Trademarks (136) (137) Patents Patents (2,281) (2,281) License agreements License Agreements (11,193) (11,321) Other intangibles Other Intangibles (6,393) (6,469) Total accumulated amortization (20,003) (20,208) Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net 2 5 Total intangible assets, net 98 105 Amortization charge from continuing operations for the year ended December 31, 69 73 The amortization charge from continuing operations for the year 2020 was USD 604,011 Intangible assets not subject to amortization are made up of a balance of USD 96,164 96,164 The useful economic life of intangible assets is as follow: · Trademarks: 5 10 · Patents: 5 10 · License agreements: 3 5 · Other intangibles: 3 10 Future amortization charges are detailed below: Intangible Assets - Schedule of Intangible Asset Future Amortization Expense Future estimated aggregate amortization expense Year USD'000 2023 2 Total intangible assets subject to amortization, net 2 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 18. Leases WISeKey has historically entered into a number of lease arrangements under which it is the lessee. As at December 31, 2022, WISeKey holds nine operating leases, and one short-term lease. The short-term leases and operating leases relate to premises. We do not sublease. All of our operating leases include multiple optional renewal periods which are not reasonably certain to be exercised. 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 2022, 2021, and 2020 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 2022 2021 2020 Finance lease cost: Amortization of right-of-use assets 33 68 66 Interest on lease liabilities 1 7 12 Operating lease cost: Fixed rent expense 587 695 602 Short-term lease cost 2 7 22 Net lease cost from continuing operations 623 777 702 Lease cost - Cost of sales Cost of Sales - - - Lease cost - General & administrative expenses General & Administrative Expenses 623 777 702 Net lease cost from continuing operations 623 777 702 In the years 2022 and 2021, 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 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases 61 114 Operating cash flows from operating leases 610 580 Financing cash flows from finance leases 1 7 Non-cash investing and financing activities : Net lease cost 623 777 Additions to ROU assets obtained from: New finance lease liabilities - - New operating lease liabilities 56 1,197 As at December 31, 2022, 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 2023 604 1 - 605 2024 584 - - 584 2025 575 - - 575 2026 530 - - 530 2027 and beyond 442 - - 442 Total future minimum operating and short-term lease payments 2,735 1 - 2,736 Less effects of discounting (416) - - (416) Less effects of practical expedient - (1) - (1) Lease liabilities recognized 2,319 - - 2,319 As of December 31, 2022, the weighted-average remaining lease term was 5.04 For our former finance lease, the implicit rate was calculated as 5.17 3.21 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 19. Goodwill We test goodwill for impairment annually on October 1st, or as and when indicators of impairment arise. As at October 1, 2022, 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 1, 2022, there were no impairment indicators identified triggering a new impairment test. Therefore, no impairment loss was recorded in 2022. Impairment reviews have been conducted for the goodwill allocated to the reporting unit (“RU) relating to the acquisition of WISeKey Semiconductors SAS in 2016. Fair value has been determined based on the income approach. Cash flows have been projected over 5 years from the date of the assessment and have been discounted at the pre-tax weighted average cost of capital. Fair value is higher than its carrying value. The WISeKey Semiconductors SAS RU has a negative carrying amount. USD'000 IoT Segment Total Goodwill balance as at December 31, 2020 8,317 8,317 Goodwill acquired during the year - - Impairment losses - - As a December 31, 2021 Goodwill 8,317 8,317 Accumulated impairment losses - - Goodwill balance as at December 31, 2021 8,317 8,317 Goodwill acquired during the year - - Impairment losses - - As a December 31, 2022 Goodwill 8,317 8,317 Accumulated impairment losses - - Goodwill balance as at December 31, 2022 8,317 8,317 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, 2022 | |
Equity Securities At Cost | |
Equity securities, at cost | Note 20. Equity securities, at cost Investment in FOSSA SYSTEMS s.l. On April 8, 2021, WISeKey E.L.A. s.l. invested EUR 440,000 475,673 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, 2022, 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 . 440,000 472,222 Warrant agreement in Tarmin On September 27, 2018, WISeKey purchased a warrant agreement in Tarmin Inc. (“Tarmin”) from ExWorks Capital Fund I, L.P (“ExWorks”). As a result, WISeKey entered into a warrant agreement with Tarmin Inc (the “Tarmin Warrant”), a private Delaware company, leader in data and software-defined infrastructure to acquire 22 0.01 0.0001 7 The Tarmin Warrant was assessed as an equity investment without a readily determinable fair value, initially recognized on the balance sheet at USD 7 7 |
Equity securities, at fair valu
Equity securities, at fair value | 12 Months Ended |
Dec. 31, 2022 | |
Equity Securities At Fair Value | |
Equity securities, at fair value | Note 21. 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 2,200,000 8.4 0.3409 846,561 As at December 31, 2022, the fair value was recalculated using the closing market price on the Frankfurt Stock Exchange of EUR 0.0005 (USD 0.0005 1,180 71 1,251 |
Other noncurrent assets
Other noncurrent assets | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other noncurrent assets | Note 22. 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, 2022 | |
Payables and Accruals [Abstract] | |
Accounts payable | Note 23. 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 2022 2021 Trade creditors 5,207 5,842 Factors or other financial institutions for borrowings - 26 Accounts payable to Board Members 353 2,802 Accounts payable to other related parties 70 189 Accounts payable to underwriters, promoters, and employees 3,918 2,845 Other accounts payable 3,853 3,082 Total accounts payable 13,401 14,786 As at December 31, 2022, accounts payable to Board Members are made up of accrued bonus of CHF 326,014 352,670 As at December 31, 2022, accounts payable to other related parties are made up of a CHF 64,620 69,903 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, 2022 | |
Debt Disclosure [Abstract] | |
Notes payable | Note 24. Notes payable Notes payable consisted of the following: Notes Payable - Schedule of Notes Payable As at December 31, As at December 31, USD'000 2022 2021 Short-term loan 4,121 4,122 Short-term loan from shareholders 75 84 Total notes payable 4,196 4,206 As at December 31, 2022, the current notes payable balance was made up of: Line of Credit - a USD 4,030,000 - a CHF 83,800 90,652 As at December 31, 2022, the short-term loan from shareholders was made up of loans from the noncontrolling shareholders of WISeKey SAARC for a total amount of USD 75,038 83,932 Note Payable 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, 2022 | |
Payables and Accruals [Abstract] | |
Other current liabilities | Note 25. 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 2022 2021 Value-Added Tax payable - 19 Other tax payable 108 85 Customer contract liability, current 105 128 Other current liabilities 196 208 Total other current liabilities 409 440 |
Loans and line of credit
Loans and line of credit | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Loans and line of credit | Note 26. Loans and line of credit Standby Equity Distribution Agreement with YA II PN, Ltd. On February 8, 2018 WISeKey entered into a Standby Equity Distribution Agreement (“SEDA”) with Yorkville. Under the terms of the SEDA as amended, Yorkville has committed to provide WISeKey, upon a drawdown request by WISeKey, up to CHF 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 WIHN Class B Shares are issued out of authorized share capital) or purchase (if the WIHN Class B Shares are delivered out of treasury) WIHN 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 WIHN 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 capitalized fee recognized in APIC was fully amortized as of December 31, 2021. In the year to December 31, 2022, there were no drawdowns made under the SEDA. As at December 31, 2022, the outstanding equity financing available was CHF 45,643,955 Credit Agreement with ExWorks Capital Fund I, L.P On April 4, 2019 WISeCoin AG (“WISeCoin”), an affiliate of the Group, signed a credit agreement with ExWorks. Under this credit agreement, WISeCoin was granted a USD 4,000,000 80,000 4,080,000 April 4, 2020 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 Group. Under certain circumstances, additional security may be granted over the intellectual property rights of WISeCoin. Total debt issue costs of USD 160,000 As at December 31, 2022, the loan had not been repaid and the outstanding borrowings were USD 4,030,000 Loan Agreements with UBS SA On March 26, 2020, two members of the Group, WISeKey International Holding Ltd and WISeKey SA, 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 Group. In particular, the Group 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 years to December 31, 2021 and 2022, WISeKey repaid, respectively, CHF 70,000 83,800 Therefore, as at December 31, 2022, the outstanding balance on the loans was CHF 417,700 451,852 Credit Agreement with L1 Capital Global Opportunities Master Fund On June 29, 2021, WISeKey entered into an Agreement for the Subscription of up to $ 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 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 First Amendment to the Subscription Agreement (the “L1 First Amendment”), pursuant to which WISeKey has the right to request L1 to subscribe for four “accelerated” note tranches of between USD 1 million and USD 2,750,000 each or any other amount agreed between the parties On March 3, 2022, WISeKey and L1 entered into the Second Amendment to the Subscription Agreement (the “L1 Second Amendment”), pursuant to which, for the remaining facility of USD 5 million, WISeKey has the right to request L1 to subscribe for five “additional accelerated” note tranches USD 1 million and USD 5 million each or any other amount agreed between the parties, up until March 2, 2024, subject to certain conditions. The terms and conditions of the L1 Additional Accelerated Tranches issued under the L1 Second Amendment remain the same as the terms and conditions of the L1 Facility except for the conversion price of the L1 Additional Accelerated Tranches which is the 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 and L1 Additional 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 for a total of USD 17 3,078,963 5 479,872 17,819,019 445,331 In 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 During the year ended December 31, 2022, WISeKey made six subscriptions under the L1 Facility and the L1 Second Amendment as follows: - On March 4, 2022, an L1 Additional Accelerated Tranche for convertibles notes in the amount USD 1 457,927 5.00 9,881 0.481 1,077,895 9,084 - On April 14, 2022, an L1 Additional Accelerated Tranche for convertibles notes in the amount USD 500,000 280,439 5.00 2,975 0.4295 538,515 2,747 - On July 12, 2022, an L1 Additional Accelerated Tranche for convertibles notes in the amount USD 1,000,000 987,755 5.00 0.258 1,077,182 - On October 6, 2022, an L1 Additional Accelerated Tranche for convertibles notes in the amount USD 1,000,000 1,216,216 5.00 0.201 991,385 - On November 15, 2022, an L1 Additional Accelerated Tranche for convertibles notes in the amount USD 700,000 908,746 5.00 0.1752 693,669 - On December 22, 2022, an L1 Additional Accelerated Tranche for convertibles notes in the amount USD 800,000 1,060,626 5.00 0.172 792,592 During the year ended December 31, 2022, L1 converted a total of USD 2.8 4.3 29,225,645 . 87,795 366,116 304,019 As at December 31, 2022, the outstanding L1 Facility available was USD nil. Convertible notes in an aggregate amount of USD 1,400,000 133,471 1,266,529 Credit Agreement with Anson Investments Master Fund LP On June 29, 2021, WISeKey entered into the Anson Facility, an Agreement for the Issuance and Subscription of Convertible Notes pursuant to which Anson commits to grant a loan to WISeKey for up to a maximum amount of USD 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 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 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 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 ended December 31, 2021, WISeKey made a total of three subscriptions for a total of USD 16.5 2,821,922 5 480,046 17,000,080 453,095 During the year ended December 31, 2021, Anson converted a total of USD 9.8 8,228,262 248,449 1,182,876 During the year ended December 31, 2022, WISeKey did not make any new subscriptions under the Anson Facility. During the year ended December 31, 2022, Anson converted a total of USD 1.2 5.5 14,351,699 79,707 460,956 222,195 As at December 31, 2022 the outstanding Anson Facility available was USD 5.5 Production Capacity Investment Loan Agreement In November 2022, WISeKey Semiconductors SAS entered into a loan agreement with a third party client to borrow funds for the purpose of increasing their production capacity. Under the terms of the Agreement, the client has lent to WISeKey Semiconductors SAS a total of USD 2,000,000 December 31, 2025 An unamortized debt discount totaling USD 511,128 Therefore, as at December 31, 2022, the loan balance was USD 2,000,000 511,128 1,488,872 |
Employee benefit plans
Employee benefit plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee benefit plans | Note 27. 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, 2022 is based on annual personnel costs and assumptions as of December 31, 2022. Personnel Costs As at December 31, As at December 31, As at December 31, USD'000 2022 2021 2020 Wages and Salaries 12,401 12,208 12,145 Social security contributions 3,123 3,320 3,230 Net service costs 422 671 646 Other components of defined benefit plans, net 14 (78) 248 Total 15,960 16,121 16,268 As at December 31, Assumptions 2022 2022 2021 2021 2020 2020 France Switzerland France Switzerland France Switzerland Discount rate 3.65 2.25 0.75 0.33 0.30 0.15 Expected rate of return on plan assets n/a 3.00 n/a 1.50 n/a 1.50 Salary increases 3 1.50 3 1.50 3 1.50 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’s asset allocation. As at December 31, 2022 the Group’s accumulated benefit obligation amounted to USD 11,665,000 Reconciliation to Balance Sheet start of year USD'000 Fiscal year 2022 2021 2020 Fair value of plan assets (12,169) (12,332) (10,686) Projected benefit obligation 16,938 19,100 17,566 Surplus/deficit 4,769 6,768 6,880 Opening balance sheet asset/provision (funded status) 4,769 6,768 6,880 Reconciliation of benefit obligation during the year Projected benefit obligation at start of year 16,938 19,100 17,566 Net Service cost 213 263 436 Interest expense 52 29 50 Plan participant contributions 98 153 141 Net benefits paid to participants (2,225) (278) (8) Prior service costs 0 (123) (698) Actuarial losses/(gains) (2,892) (1,407) (74) Curtailment & Settlement 0 (194) 0 Reclassifications 0 0 (2) Currency translation adjustment (317) (605) 1,689 Projected benefit obligation at end of year 11,867 16,938 19,100 Reconciliation of plan assets during year Fair value of plan assets at start of year (12,169) (12,332) (10,686) Employer contributions paid over the year (190) (263) (244) Plan participant contributions (98) (153) (141) Net benefits paid to participants 2,201 162 (22) Interest income (157) (177) (167) Return in plan assets, excl. amounts included in net interest 82 224 (29) Currency translation adjustment 223 370 (1,043) Fair value of plan assets at end of year (10,108) (12,169) (12,332) Reconcilation to balance sheet end of year Fair value of plan assets (10,108) (12,169) (12,332) Defined benefit obligation - funded plans 11,867 16,938 19,100 Surplus/deficit 1,759 4,769 6,768 Closing balance sheet asset/provision (funded status) 1,759 4,769 6,768 Estimated amount to be amortized from accumulated OCI into NPBC over next fiscal year Net loss (gain) 152 270 286 Unrecognized transition (asset)/obligation 0 0 0 Prior service cost/(credit) (28) (12) 61 Net loss (gain) (338) 2,651 4,237 Unrecognized transition (asset)/obligation 0 0 0 Prior service cost/(credit) (503) (537) (440) Deficit (841) 2,114 3,797 Movement in Funded Status USD'000 Fiscal year 2022 2021 2020 Opening balance sheet liability (funded status) 4,769 6,768 6,880 Net Service cost 213 263 436 Interest cost/(credit) 52 29 50 Expected return on Assets (157) (177) (167) Amortization on Net (gain)/loss 152 270 284 Amortization on Prior service cost/(credit) (28) (12) 61 Settlement / curtailment cost / (credit) 0 (194) 0 Currency translation adjustment (5) 6 20 Total Net Periodic Benefit Cost/(credit) 227 185 684 Actuarial (gain)/loss on liabilities due to experience 109 (342) (72) Actuarial gain/loss on liab. from changes to fin. assump (3,001) (420) 0 Actuarial (gain)/loss on liab. from changes to demo. assump 0 (645) 0 Return in plan assets, excl. amounts included in net interest 82 224 (29) Prior service cost/(credit) 0 (123) (698) Amortization on Net (gain)/loss (152) (270) (284) Amortization on Prior service cost/(credit) 28 12 (61) Currency translation adjustment 0 (8) (45) Total gain/loss recognized via OCI (2,934) (1,572) (1,189) Employer contributions paid in the year + Cashflow required to pay benefit payments (214) (379) (274) Total cashflow (214) (379) (274) Currency translation adjustment (89) (233) 669 Reclassification 0 0 (2) Closing balance sheet liability (funded status) 1,759 4,769 6,768 Reconciliation of Net Gain / Loss Amount at beginning of year 2,651 4,237 4,258 Amortization during the year (152) (270) (284) Asset (gain) / loss 82 224 (29) Liability (gain) / loss (2,892) (1,407) (72) Reclassifications 0 0 (2) Currency translation adjustment (27) (133) 366 Amount at year-end (338) 2,651 4,237 Reconciliation of prior service cost/(credit) Amount at beginning of year (537) (440) 300 Amortization during the year 28 12 (61) Prior service costs for the current period 0 (123) (698) Currency translation adjustment 6 14 19 Amount at year-end (503) (537) (440) 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 2023 26 369 2024 8 363 2025 29 2,070 2026 50 498 2027 49 561 2028 to 2032 331 2,737 The Group expects to make contributions of approximately USD 221,000 There are no plan assets expected to be returned to the employer during the 12-month period following December 31, 2022. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 28. Commitments and contingencies Lease commitments The future payments due under leases are shown in Note 18. 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, 2022 | |
Equity [Abstract] | |
Stockholders’ equity | Note 29. Stockholders’ equity Stockholders’ equity consisted of the following: Stockholders' Equity - Schedule of Stock by Class WISeKey International Holding Ltd As at December 31, 2022 As at December 31, 2021 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 5,334,177 400,186 4,685,301 Per Articles of association and Swiss capital categories Authorized Capital - Total number of authorized shares - 25,000,000 - 18,469,207 Conditional Share Capital - Total number of conditional shares (1) 10,000,000 52,100,000 12,000,000 31,469,207 Total number of fully paid-in shares 40,021,988 100,294,518 40,021,988 88,120,054 Per US GAAP Total number of authorized shares 50,021,988 177,419,580 40,021,988 138,058,468 Total number of fully paid-in issued shares (1) 40,021,988 100,294,518 40,021,988 88,120,054 Total number of fully paid-in outstanding shares (1) 40,021,988 99,837,254 40,021,988 80,918,390 Par value per share (in CHF) 0.01 0.05 0.01 0.05 Share capital (in USD) 400,186 5,334,177 400,186 4,685,301 Total share capital (in USD) 5,734,363 5,085,487 Treasury Share Capital Total number of fully paid-in shares held as treasury shares - 457,264 - 7,201,664 Treasury share capital (in USD) - 370,744 - 636,436 Total treasury share capital (in USD) - 370,744 - 636,436 (1) Conversions of conditional capital that were not registered with the commercial register as of December 31, 2022 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, 2022 and 2021 respectively, WISeKey purchased a total of 135,360 28,668,037 0.74 0.07 6,879,860 26,249,508 0.63 1.17 Share buyback program On July 9, 2019, the Group started a share buyback program on the SIX Swiss Exchange to buy back Class B Shares up to a maximum 10% 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 ended on July 8, 2022. As at December 31, 2022, WISeKey’s treasury share balance included 135,360 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, 2022 | |
Equity [Abstract] | |
Accumulated other comprehensive income | Note 30. Accumulated other comprehensive income USD'000 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 Total net foreign currency translation adjustments (470) Total defined benefit pension adjustment 2,934 Total reclassification adjustments under ASC 830-30-40-1 2,402 Total other reclassification adjustments (338) Total other comprehensive income/(loss), net 4,528 Accumulated other comprehensive income as at December 31, 2022 5,935 There is no income tax expense or benefit allocated to other comprehensive income. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 31. 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 37 - 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). 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 2022 2021 2020 2022 2021 2020 2022 2021 2020 IoT Segment Secure chips Upon delivery 23,198 16,867 14,317 - - - 23,198 16,867 14,317 Total IoT segment revenue 23,198 16,867 14,317 - - - 23,198 16,867 14,317 mPKI Segment Certificates Upon issuance - - - 111 153 175 111 153 175 Licenses and integration Upon delivery 107 607 287 149 - - 256 607 287 SaaS, PCS and hosting Quarterly or yearly - - - 249 19 - 249 19 - Total mPKI segment revenue 107 607 287 509 172 175 616 779 462 Total Revenue from continuing operations 23,305 17,474 14,604 509 172 175 23,814 17,646 14,779 For the years ended December 31, 2022, 2021, and 2020 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 2022 2021 2020 IoT Segment Switzerland 751 406 278 Rest of EMEA 6,026 3,721 4,228 North America 13,609 10,631 8,217 Asia Pacific 2,745 2,062 1,526 Latin America 67 47 68 Total IoT segment revenue 23,198 16,867 14,317 mPKI Segment Switzerland 253 596 314 Rest of EMEA 234 98 93 North America 68 58 43 Asia Pacific - - - Latin America 61 27 12 Total mPKI segment revenue 616 779 462 Total Net sales from continuing operations 23,814 17,646 14,779 *EMEA means Europe, Middle East and Africa 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 2022 2021 Trade accounts receivables Trade accounts receivable - IoT segment 2,269 2,655 Trade accounts receivable - mPKI segment 194 165 Total trade accounts receivables 2,463 2,820 Contract assets - - Total contract assets - - Contract liabilities - current 105 128 Contract liabilities - noncurrent 8 57 Total contract liabilities 113 185 Deferred revenue Deferred revenue - mPKI segment 197 192 Total deferred revenue 197 192 Revenue from continuing operations recognized in the period from amounts included in the deferred revenue at the beginning of the year 209 290 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, 2022, approximately USD 310,000 Estimated revenue from remaining performance obligations Total 2023 279 2024 31 Total remaining performance obligation 310 |
Other operating income
Other operating income | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Other operating income | Note 32. Other operating income 12 months ended December 31, USD'000 2022 2021 2020 Accounts payable write-off 1,899 - - Other operating income from related parties 66 71 43 Other operating income - other 108 112 - Total other operating income from continuing operations 2,073 183 43 The accounts payable write-off relates to a liability recorded in 2013 by WISeKey Semiconductors SAS which the creditor in insolvency can no longer claim. In the year 2022, 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 40). |
Stock-based compensation
Stock-based compensation | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stock-based compensation | Note 33. 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, 2020, the Group granted a total of 467,617 Employees 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 In the 12 months to December 31, 2022 , 4,054,980 The options granted consisted of: - 3,864,188 - 164,271 - 6,600 July 1, 2023 - 6,600 July 1, 2024 - 6,800 July 1, 2025 - 6,521 The options granted were valued at grant date using the Black-Scholes model. There was no grant of options on WIHN Class A Shares in the year ended December 31, 2022. 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 year ended December 31, 2022, a total charge of USD 744,431 Nonemployees - USD 743,740 - USD 691 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, 2022 December 31, 2021 December 31, 2020 Dividend yield None None None Risk-free interest rate used (average) 1.00% 1.00% 1.00% Expected market price volatility 69.58 87.74 61.33 99.64 37.61 65.38 Average remaining expected life of stock options on WIHN Class B Shares (years) 4.25 4.31 3.43 Average remaining expected life of stock options on WIHN Class A Shares (years) 2.40 3.40 n/a Unvested options to employees as at December 31, 2022 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, 2022 and 2021. 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, 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 Granted 4,054,980 0.17 - - Vested (4,084,646) 0.18 - - Non-vested forfeited or cancelled - - - - Non-vested options as at December 31, 2022 87,000 0.75 - - As at December 31, 2022, there was a USD 30,226 The following tables summarize the Group’s stock option activity for the years ended December 31, 2022 and 2021. 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, 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 - - - Granted 4,054,980 0.05 - - Exercised or converted (312,828) 0.05 - 39,661 Forfeited or cancelled - - - - Expired (522,042) 4.36 - - Outstanding as at December 31, 2022 7,031,754 0.06 6.10 887,345 Of which vested 6,944,754 0.06 6.11 878,378 Of which non-vested 87,000 - - - 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, 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 Granted - - - - Outstanding as at December 31, 2022 9,818,000 0.01 5.90 248,950 Of which vested 9,818,000 0.01 5.90 248,950 Summary of stock-based compensation expenses Stock-Based Compensation - Schedule of Stock-Based Compensation Expense Stock-based compensation expenses from continuing operations 12 months ended December 31, USD’000 2022 2021 2020 In relation to Employee Stock Option Plans (ESOP) 743 3,761 363 In relation to non-ESOP Option Agreements 1 22 30 Total 744 3,783 393 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 from continuing operations 12 months ended December 31, USD’000 2022 2021 2020 Research & development expenses 177 485 6 Selling & marketing expenses 280 820 209 General & administrative expenses 287 2,478 178 Total 744 3,783 393 |
Non-operating income
Non-operating income | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Non-operating income | Note 34. 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 2022 2021 2020 Foreign exchange gain 3,813 2,379 839 Financial income 9 - 8 Interest income 5 9 16 Other 110 121 264 Total non-operating income from continuing operations 3,937 2,509 1,127 |
Non-operating expenses
Non-operating expenses | 12 Months Ended |
Dec. 31, 2022 | |
Non-operating Expenses | |
Non-operating expenses | Note 35. 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 2022 2021 2020 Foreign exchange losses 3,618 2,146 2,195 Financial charges 56 158 104 Interest expense 565 893 685 Other components of defined benefit plans, net 14 (78) 248 Impairment of equity securities at cost - - 7,000 Accounts receivable write-off 1,282 - - Other 16 307 847 Total non-operating expenses from continuing operations 5,551 3,426 11,079 The accounts receivable write-off relates to a debt that WISeKey paid on behalf of arago GmbH in 2022. In line with the recoverability assessment performed on the purchase price of arago (see Note 14), management believes that there is a significant risk around this receivable from arago and has recorded a credit loss in the full amount of the debt. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 36. 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 2022 2021 2020 Switzerland Switzerland 16,314 (14,756) (22,277) Foreign Foreign (3,269) (8,703) (6,621) Income/(loss) before income tax from continuing operations (13,045) (23,459) (28,898) Income taxes relating to the Group are broken down as follows: Income Taxes - Schedule of Income Tax Expense Income taxes 12 months ended December 31, USD'000 2022 2021 2020 Switzerland - - - Foreign 3,238 (13) (9) Income tax income / (expense) from continuing operations 3,238 (13) (9) The difference between the income tax recovery (expense) at the Swiss statutory rate compared to the Group’s income tax recovery (expense) as reported is reconciled below: Income Taxes - Schedule of Income Tax Expense at the Swiss Statutory Rate 12 months ended December 31, USD'000 2022 2021 2020 Net income/(loss) from continuing operations before income tax (13,045) (23,459) (28,898) Statutory tax rate 14% 14% 14% Expected income tax (expense)/recovery 1,825 3,282 4,043 Change in valuation allowance (3,129) (2,849) (631) Change in tax loss carryforwards 5,760 (341) (3,411) Add back loss carryforwards used for the debt remission by WISeKey Semiconductors SAS 1,342 - - Permanent Difference (2,560) (105) (10) Income tax (expense) / recovery from continuing operations 3,238 (13) (9) 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 income tax assets/(liabilities) As at December 31, As at December 31, USD'000 2022 2021 Switzerland - - Foreign 3,295 1 Deferred income tax assets/(liabilities) 3,295 1 Deferred tax assets and liabilities As at December 31, As at December 31, USD'000 2022 2021 Stock-based compensation - 92 Defined benefit accrual 161 748 Tax loss carry-forwards 20,759 14,999 Add back loss carryforwards used for the debt remission by WISeKey Semiconductors SAS 1,342 - Valuation allowance (18,967) (15,838) Deferred tax assets / (liabilities) 3,295 1 As of December 31, 2022, 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 Gibraltar India Saudi Arabia USA Vietnam Operating loss-carryforward as of December 31, 2022 USD'000 USA Switzerland Spain France UK India Vietnam Saudi Arabia Gibraltar Total 2023 - 9,710 197 14,396 28 - - 24 4 24,359 2024 - 5,594 1,144 - 2 - - 39 - 6,779 2025 - 10,248 1,173 - 1 78 - - - 11,500 2026 - 6,048 - - 1 312 - - - 6,361 2027 - 20,921 - - 2 240 3 - - 21,166 2028 - 25,803 - - 1 146 - - - 25,950 2029 - 51,751 - - - 72 - - - 51,823 2030 - - - - - 54 - - - 54 2031 - - 22 - - 29 - - - 51 2032 21 - 22 - - - - - - 43 2033 - - 66 - - - - - - 66 2034 - - 76 - - - - - - 76 2035 247 - 86 - - - - - - 333 2036 - - 176 - - - - - - 176 2037 159 - 98 - - - - - - 257 2038 - - 155 - - - - - - 155 2039 220 - 165 - - - - - - 385 2040 90 - - - - - - - - 90 2041 - - - - - - - - - - 2042 45 - - - - - - - - 45 Total operating loss carry-forwards / Year of expiration if applicable to jurisdiction 782 130,075 3,380 14,396 35 931 3 63 4 149,669 The following tax years remain subject to examination: Income Taxes - Summary of Income Tax Examinations Significant jurisdictions Open years Switzerland 2017 - 2022 USA 2021 - 2022 France 2020 - 2022 Spain 2018 - 2022 Japan Japan 2022 Taiwan Taiwan 2022 India 2022 Germany 2021 - 2022 UK 2017 - 2022 Arabia 2022 Vietnam 2022 Gibraltar 2022 As at December 31, 2022, WISeKey Semiconductors SAS had recorded a USD 39,901 The Group has no unrecognized tax benefits. |
Segment information and geograp
Segment information and geographic data | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment information and geographic data | Note 37. Segment information and geographic data The Group has two segments: Internet of Things (“IoT”, previously referred to as “Semiconductors”), and managed Public Key Infrastructure (“mPKI”, previously referred to as “Others”). The Group’s chief operating decision maker, who is its Chief Executive Officer, reviews financial performance according to these two segments (three in prior period, with the AI segment) for purposes of allocating resources and assessing budgets and performance. The IoT segment encompasses the design, manufacturing, sales and distribution of microprocessors operations. 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, 2022 2021 2020 USD'000 IoT mPKI Total IoT mPKI Total IoT mPKI Total Revenues from external customers 23,198 616 23,814 16,867 779 17,646 14,317 462 14,779 Intersegment revenues - 1,931 1,931 128 2,506 2,634 - 6,786 6,786 Interest revenue 10 5 15 1 54 55 8 59 67 Interest expense 4 572 576 30 976 1,006 12 707 718 Depreciation and amortization 408 104 512 470 94 564 1,501 91 1,592 Segment income /(loss) before income taxes 4,589 (17,542) (12,953) (1,302) (22,032) (23,334) (2,038) (26,537) (28,575) Profit / (loss) from intersegment sales - 92 92 6 119 125 - 323 323 Income tax recovery /(expense) 3,251 (12) 3,238 - (13) (13) - (9) (9) Other significant non cash items Share-based compensation expense - 744 744 - 3,783 3,783 - 393 393 Gain on derivative liability - - - - - - - 44 44 Interest and amortization of debt discount and expense - 168 168 - 1,057 1,057 - 458 458 Segment assets 29,145 53,713 82,858 11,377 89,410 100,787 11,031 40,327 51,358 Revenue and Loss reconciliations 12 months ended December 31, USD'000 2022 2021 2020 Revenue reconciliation Total revenue for reportable segment 25,745 20,280 21,565 Elimination of intersegment revenue (1,931) (2,634) (6,786) Total consolidated revenue 23,814 17,646 14,779 Loss reconciliation Total profit / (loss) from reportable segments (12,953) (23,334) (28,575) Elimination of intersegment profits (92) (125) (323) Loss before income taxes (13,045) (23,459) (28,898) Asset reconciliation As at December 31, USD'000 2022 2021 Total assets from reportable segments 82,858 100,787 Elimination of intersegment receivables (6,112) (10,253) Elimination of intersegment investment and goodwill (27,250) (34,809) Total assets held for sale from discontinued operations - 33,080 Consolidated total assets 49,496 88,805 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 2022 2021 2020 Switzerland 1,004 1,002 592 Rest of EMEA* Rest of EMEA 6,260 3,819 4,321 North America North America 13,677 10,689 8,260 Asia Pacific Asia Pacific 2,745 2,062 1,526 Latin America Latin America 128 74 80 Total net sales from continuing operations 23,814 17,646 14,779 * 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 2022 2021 Switzerland 231 85 Rest of EMEA* 608 481 North America 1 1 Asia Pacific 2 6 Total Property, plant and equipment, net of depreciation 842 573 * EMEA means Europe, Middle East and Africa |
Earnings_(Loss) per share
Earnings/(Loss) per share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings per share from continuing operations | |
Earnings/(Loss) per share | Note 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, Gain / (loss) per share 2022 2021 2020 Net gain / (loss) attributable to WISeKey International Holding AG (USD'000) (27,475) (20,340) (28,659) Effect of potentially dilutive instruments on net gain (USD'000) n/a n/a n/a Net income / (loss) attributable to WISeKey International Holding AG after effect of potentially dilutive instruments (USD'000) n/a n/a n/a Shares used in net gain / (loss) per share computation: Weighted average shares outstanding - basic 112,402,975 71,642,457 42,785,300 Effect of potentially dilutive equivalent shares n/a n/a n/a Weighted average shares outstanding - diluted 112,402,975 n/a n/a Net gain / (loss) per share Basic weighted average loss per share attributable to WIHN (USD) (0.24) (0.28) (0.67) Diluted weighted average loss per share attributable to WIHN (USD) (0.24) (0.28) (0.67) 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, 2022 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 2022 2021 2020 Total stock options Stock Options 6,762,559 3,171,936 1,333,434 Total convertible instruments Convertible Instruments 8,686,533 14,754,955 20,369,716 Total number of shares from dilutive vehicles with anti-dilutive effect 15,449,092 17,926,891 21,703,150 |
Legal proceedings
Legal proceedings | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal proceedings | Note 39. 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, 2022 | |
Related Party Transactions [Abstract] | |
Related parties disclosure | Note 40. Related parties disclosure Subsidiaries The consolidated financial statements of the Group include the entities listed in the following table: Related Parties Disclosure - Schedule of Subsidiary/Parent Ownership Interest 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 WISe.Art AG 3 Switzerland 2020 CHF 100,000 100.0 100.0 Sales & distribution WISeKey Vietnam Ltd Vietnam 2021 VND 689,400,000 95.75 95.75 R&D SEALSQ Corp. British Virgin Islands 2022 USD 100 100.0 n/a Sales & support WISeKey (Gibraltar) Limited Gibraltar 2022 GBP 100 100.0 n/a Sales & support Trust Protocol Association Switzerland 2019 CHF - 100.0 100.0 Association cofounded by WISeKey Equities AG involved in Internet security 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) 2022 2021 2022 2021 2022 2021 2020 2022 2021 2020 1 Carlos Moreira - - 353 2,802 - - - - - - 2 Philippe Doubre - - - - 63 179 86 - - - 3 David Fergusson - - - - 68 78 119 - - - 4 Eric Pellaton - - - - 87 92 42 - - - 5 Jean-Philippe Ladisa - - - - 53 68 61 - - - 6 Maria Pia Aqueveque Jabbaz - - - - 34 2 1 - - - 7 Cristina Dolan - - - 67 - 1 - - - 8 Hans-Christian Boos - - - 2,395 158 125 - - - - 9 Juan Hernández Zayas - - - - - - 52 - - - 10 Nicolas Ramseier - - - - 1 - - - - - 11 Philippe Gerwill - - - - - 10 - - - - 12 Geoffrey Lipman - - - - - 8 - - - - 13 Don Tapscott - - - - - - 8 - - - 14 OISTE 171 129 70 189 252 350 374 157 71 32 15 Terra Ventures Inc - - 30 33 - - - - - - 16 GSP Holdings Ltd - - 13 17 - - - - - - 17 SAI LLC (SBT Ventures) - - 30 34 - - - - - - 18 Related parties of Carlos Moreira - - - - 200 224 223 - - - Total 171 129 496 5,470 983 1,136 968 157 71 32 1. Carlos Moreira is the Chairman of the Board and CEO of WISeKey. A short-term payable in an amount of CHF 326,014 352,670 2. Philippe Doubre is a former Board member of the Group, and former 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, 2022 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, 2022 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, 2022 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, 2022 relate to his Board fee. 6. Maria Pia Aqueveque Jabbaz is a Board member of the Group and former member of the Group’s advisory committee. The expenses recorded in the income statement in the year to December 31, 2022 relate to her Board fee. 7. Cristina Dolan is a Board member of the Group, and member of the Group’s audit committee and nomination & compensation committee. The expenses recorded in the income statement in the year to December 31, 2022 relate to her Board fee. 8. Hans-Christian Boos is the managing director of arago GmbH and, until WISeKey divested it, the former minority shareholder of arago GmbH through two personal companies, Aquilon Invest GmbH and OGARA GmbH. A shareholder of OGARA GmbH, the company that purchased WISeKey’s minority interest in arago, he was one of the beneficial owners benefitting from the purchase of WISeKey’s 51% controlling interest in arago. Mr. Boos is also a former Board member of the Group. 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 2,395,219 158,137 63,162 69,109 The “Put Option” granted to Aquilon Invest GmbH and OGARA GmbH in 2020 for the remaining 49% share capital of arago in exchange for 12,327,506 WIHN Class B Shares was terminated with the divestiture of arago on June 24, 2022. 9. Juan Hernandez-Zayas is a former Board member of the Group. 10. Nicolas Ramseier is a member of the Group’s advisory committee. The expenses recorded in the income statement in the year to December 31, 2022, relate to his advisory committee fee. 11. Philipp Gerwill is a former member of the Group’s advisory committee. 12. Geoffrey Lipman is a former member of the Group’s advisory committee. 13. Don Tapscott is a former member of the Group’s advisory committee, and cofounder of The Tapscott Group Inc. The Blockchain Research Institute (the “BRI”) is a division of The Tapscott Group Inc. On December 20, 2018 WISeKey and the BRI entered into an agreement to establish BlockChain Centers of Excellence and promote BlockChain technology worldwide. 14. The Organisation Internationale pour la Sécurité des Transactions Electroniques (“OISTE”) is a Swiss non-profit making foundation that owns a cryptographic rootkey. In 2001 WISeKey SA entered into a contract with OISTE to operate and maintain the global trust infrastructures of OISTE. In line with the contract, WISeKey pays a regular fee to OISTE for the use of its cryptographic rootkey. Two members of the Board of Directors of WISeKey are also members of the Counsel of the Foundation which gives rise to the related party situation. OISTE is also the minority shareholder in WISeCoin AG with a 10% ownership. The receivable from OISTE as at December 31, 2022 and income recorded in the income statement in the year to December 31, 2022 relate to the facilities and personnel hosted by WISeKey SA and WISeKey International Holding AG on behalf of OISTE. In the year 2022, WISeKey SA invoiced OISTE CHF 51,066 (USD 53,529), and WISeKey International Holding AG invoiced OISTE CHF 98’994 (USD 103,768). The payable to OISTE as at December 31, 2022 and expenses relating to OISTE recognized in 2022 are made up of license and royalty fees for the year 2022 under the contract agreement with WISeKey SA. 15. 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. 16. 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 2, 2017. The loan is non-interest bearing and has no set repayment date. 17. 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. 18. 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 191,214 (USD 200,434) recorded in the income statement in 2022. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 41. Subsequent events Loan Agreements with UBS SA Subsequent Events On January 19, 2023, WISeKey International Holding Ltd repaid CHF 185,800 Anson Facility On January 24, 2023, WISeKey and Anson entered into the Anson Second Amendment, pursuant to which WISeKey has the right to request Anson to subscribe for eleven Anson Additional Accelerated Tranches for a total aggregate amount of up to USD 5.5 22 After December 31, 2022, WISeKey made two subscriptions under the Anson Second Amendment for an aggregate amount of USD 1.5 After December 31, 2022, Anson issued two conversion notices in an amount of USD 500,000 2,599,620 L1 Facility After December 31, 2022, L1 issued a total of five conversion notices, resulting in the aggregated conversion of USD 900,000 5,700,622 Options granted under WISeKey ESOP After December 31, 2022, a total of 268,535 Shareholders’ approval of an extraordinary dividend in kind in the form of shares in SEALSQ On April 27, 2023, at WISeKey's Extraordinary General Meeting, WISeKey’s shareholders approved the distribution of 20% of the outstanding ordinary shares, par value USD 0.01 each, in SEALSQ Corp. (“SEALSQ”), a wholly-owned subsidiary of the Group, to be made in the form of a special dividend in kind (the “Special Dividend”) out of the WISeKey International Holding AG's capital contribution reserves booked in its statutory standalone financial statements as of December 31, 2021. The declaration and distribution of the Special Dividend shall be subject to certain conditions. |
Business Update Related to COVI
Business Update Related to COVID-19 | 12 Months Ended |
Dec. 31, 2022 | |
Business Update Related To Covid-19 | |
Business Update Related to COVID-19 | Note 42. 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 Group 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 Group 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. The Group 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 Group’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. In 2022, the impact upon the Group has been limited and we remain confident that we are able to fulfil all current client orders. The Group 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 Group continues to review its costs and suspended its share buy-back programs in order to reduce the cash burn. The Group has applied for, and received, support under the schemes announced by the Swiss government. Currently the Group remains able to meet its commitments and does not foresee any significant challenges in the near future. The Group 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 Group is not able to predict. |
Impacts of the war in Ukraine
Impacts of the war in Ukraine | 12 Months Ended |
Dec. 31, 2022 | |
Impacts Of War In Ukraine | |
Impacts of the war in Ukraine | Note 43. Impacts of the war in Ukraine Following the outbreak of the war in Ukraine in late February 2022, several countries imposed sanctions on Russia, Belarus and certain regions in Ukraine. There has been an abrupt change in the geopolitical situation, with significant uncertainty about the duration of the conflict, changing scope of sanctions and retaliation actions including new laws. WISeKey does not have any operation or customer in Russia, Belarus or Ukraine, and, as such, does not foresee any direct impact of the war on its operations. However, the war has also contributed to an increase in volatility in currency markets, energy prices, raw material and other input costs, which may impact WISeKey’s supply chain in the future. As at December 31, 2022, the Group has assessed the consequences of the war for its financial disclosures and considered the impacts on key judgements and significant estimates, and has concluded that no changes were required. WISeKey will continue to monitor these areas of increased risk for material changes. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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 Group 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 Group. 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 3 10 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. |
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. |
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 noncurrent. 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 noncurrent. 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 divestiture 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 2022, we report our financial performance based on a new segment structure described in Note 37. 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, 2022, the Group adopted Accounting Standards Update (ASU) 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. 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. There was no material impact on the Group's results upon adoption of the standard. As of January 1, 2022, the Group also adopted ASU 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. 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. The ASU 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 the ASU affect all entities that issue freestanding written call options that are classified in equity. There was no material impact on the Group's results upon adoption of the standard. As of January 1, 2022, the Group also adopted ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. 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 be disclosed. 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 October 2021, The FASB issued 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 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 Group 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. |
Fair value measurements (Tables
Fair value measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis | As at December 31, 2022 As at December 31, 2021 Fair value level USD'000 Carrying amount Fair value Carrying amount Fair value Note ref. Nonrecurring fair value measurements Accounts receivable, net of allowance for doubtful accounts 2,573 2,573 2,979 2,979 3 9 Notes receivable from employees and related parties 67 67 68 68 3 10 Notes receivable, noncurrent 64 64 190 190 3 13 Equity securities, at cost 472 472 501 501 3 20 Accounts payable 13,401 13,401 14,786 14,786 3 23 Notes payable 4,196 4,196 4,206 4,206 3 24 Bonds, mortgages and other long-term debt 1,850 1,850 458 458 3 26 Convertible note payable, noncurrent 1,267 1,267 9,049 9,049 3 26 Recurring fair value measurements Equity securities, at fair value 1 1 1 1 1 21 |
Accounts receivable (Tables)
Accounts receivable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 Trade accounts receivable 2,463 2,820 Allowance for doubtful accounts (64) (68) Accounts receivable from other related parties 171 129 Accounts receivable from underwriters, promoters, and employees - 5 Other accounts receivable 3 93 Total accounts receivable, net of allowance for doubtful accounts 2,573 2,979 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 Raw materials 4,523 950 Work in progress 2,987 1,760 Total inventories 7,510 2,710 |
Other current assets (Tables)
Other current assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 Value-Added Tax receivable 352 359 Advanced payment to suppliers 1,025 220 Deposits, current 3 5 Other current assets - 1 Total other current assets 1,380 555 |
Notes receivable, noncurrent (T
Notes receivable, noncurrent (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 Long-term receivable from, and loan, to shareholders 60 187 Long-term receivable from, and loan to, other related parties 4 3 Total notes receivable, noncurrent 64 190 |
Divestiture and discontinued _2
Divestiture and discontinued operations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestiture and Discontinued Operations - Schedule of Schedule of Disposal Groups Including Discontinued Operations | The table below shows the reconciliation of the carrying amounts of major classes of assets and liabilities of the discontinued operations to the total assets and liabilities classified as held for sale and presented separately in the balance sheet as at December 31, 2021. Divestiture and Discontinued Operations - Schedule of Schedule of Disposal Groups Including Discontinued Operations As at December 31, USD'000 2021 ASSETS Current assets Cash and cash equivalents 48 Trade accounts receivable 258 Allowance for doubtful accounts - Other accounts receivable 24 Prepaid expenses 237 Other current assets 122 Total current assets held for sale 689 Noncurrent assets Deferred income tax assets 5 Property, plant and equipment net of accumulated depreciation 15 Intangible assets, net of accumulated amortization 9,081 Operating lease ROU assets 766 Goodwill 22,524 Other noncurrent assets - Total noncurrent assets held for sale 32,391 TOTAL ASSETS HELD FOR SALE 33,080 LIABILITIES Current liabilities Trade creditors 1,189 Other accounts payable 473 Notes payable 2,044 Deferred revenue, current 396 Operating leases 355 Current portion of obligations under capital leases - Income tax payable - Other current liabilities 110 Total current liabilities held for sale 4,567 Noncurrent liabilities Deferred revenue, noncurrent - Indebtedness to related parties, noncurrent 2,395 Capital leases - Operating leases 411 Employee benefit plan obligation - Deferred income tax liability 2,906 Total noncurrent liabilities held for sale 5,712 TOTAL LIABILITIES HELD FOR SALE 10,279 The table below shows the reconciliation of the major classes of line items constituting income / (loss) on discontinued operations to the income / (loss) on discontinued operations reported in discontinued operations in the income statement: 12 months ended December 31, USD'000 2022 2021 Net sales from discontinued operations 1,805 4,612 Cost of sales from discontinued operations (978) (2,976) Gross profit from discontinued operations 827 1,636 Research & development expenses (574) (1,389) Selling & marketing expenses (329) (1,115) General & administrative expenses (2,293) (4,660) Non-operating income 1,076 6,129 Non-operating expenses (3,154) (1,329) Loss on disposal of a business (15,026) - Total operating and non-operating expenses from discontinued operations (20,300) (2,364) Income / (loss) from discontinued operations before income tax (19,473) (728) Income tax (expense) / recovery from discontinued operations 25 106 Income / (loss) on discontinued operations (19,448) (622) Less: Net income on discontinued operations attributable to noncontrolling interests (1,531) - Net income / (loss) on discontinued operations attributable to WISeKey International Holding AG (17,917) (622) The depreciation charge from discontinued operations for the year ended December 31, 2021 was USD 21,680 3,528 The amortization charge from discontinued operations for the year ended December 31, 2021 was USD 408,728 86,880 In the previous annual report, the results of the discontinued operations were included in the AI segment. The table below shows the total operating, investing and financing cash flows of the discontinued operation: 12 months ended December 31, USD'000 2022 2021 Net cash provided by (used in) operating activities (1,733) (3,567) Net cash provided by (used in) investing activities - - Net cash provided by (used in) financing activities 1,795 3,153 |
Deferred tax credits (Tables)
Deferred tax credits (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 Deferred research & development tax credits 692 847 Deferred other tax credits 2 1 Total deferred tax credits 694 848 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 Machinery & equipment Machinery & Equipment 4,132 3,902 Office equipment and furniture Office Equipment and Furniture 2,944 2,899 Computer equipment and licences Computer Equipment and Licenses 1,558 1,162 Total property, plant and equipment gross 8,634 7,963 Accumulated depreciation for: Machinery & equipment (3,707) (3,650) Office equipment and furniture (2,703) (2,614) Computer equipment and licences (1,382) (1,126) Total accumulated depreciation (7,792) (7,390) Total property, plant and equipment, net 842 573 Depreciation charge from continuing operations for the period ended December 31, 443 491 |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 Intangible assets not subject to amortization: Cryptocurrencies Cryptocurrencies Not Subject to Amortization 96 100 Intangible assets subject to amortization: Trademarks 136 137 Patents 2,281 2,281 License agreements 11,195 11,326 Other intangibles 6,393 6,469 Total intangible assets gross 20,101 20,313 Accumulated amortization for: Trademarks Trademarks (136) (137) Patents Patents (2,281) (2,281) License agreements License Agreements (11,193) (11,321) Other intangibles Other Intangibles (6,393) (6,469) Total accumulated amortization (20,003) (20,208) Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net 2 5 Total intangible assets, net 98 105 Amortization charge from continuing operations for the year ended December 31, 69 73 |
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 2023 2 Total intangible assets subject to amortization, net 2 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases - Schedule of Lease Costs | In the years 2022, 2021, and 2020 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 2022 2021 2020 Finance lease cost: Amortization of right-of-use assets 33 68 66 Interest on lease liabilities 1 7 12 Operating lease cost: Fixed rent expense 587 695 602 Short-term lease cost 2 7 22 Net lease cost from continuing operations 623 777 702 Lease cost - Cost of sales Cost of Sales - - - Lease cost - General & administrative expenses General & Administrative Expenses 623 777 702 Net lease cost from continuing operations 623 777 702 |
Leases - Schedule of Cash and Non-Cash Activities Associated with Leases | In the years 2022 and 2021, 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 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases 61 114 Operating cash flows from operating leases 610 580 Financing cash flows from finance leases 1 7 Non-cash investing and financing activities : Net lease cost 623 777 Additions to ROU assets obtained from: New finance lease liabilities - - New operating lease liabilities 56 1,197 |
Leases - Schedule of Future Minimum Lease Payments | As at December 31, 2022, 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 2023 604 1 - 605 2024 584 - - 584 2025 575 - - 575 2026 530 - - 530 2027 and beyond 442 - - 442 Total future minimum operating and short-term lease payments 2,735 1 - 2,736 Less effects of discounting (416) - - (416) Less effects of practical expedient - (1) - (1) Lease liabilities recognized 2,319 - - 2,319 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill - Schedule of Goodwill | USD'000 IoT Segment Total Goodwill balance as at December 31, 2020 8,317 8,317 Goodwill acquired during the year - - Impairment losses - - As a December 31, 2021 Goodwill 8,317 8,317 Accumulated impairment losses - - Goodwill balance as at December 31, 2021 8,317 8,317 Goodwill acquired during the year - - Impairment losses - - As a December 31, 2022 Goodwill 8,317 8,317 Accumulated impairment losses - - Goodwill balance as at December 31, 2022 8,317 8,317 |
Accounts payable (Tables)
Accounts payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 Trade creditors 5,207 5,842 Factors or other financial institutions for borrowings - 26 Accounts payable to Board Members 353 2,802 Accounts payable to other related parties 70 189 Accounts payable to underwriters, promoters, and employees 3,918 2,845 Other accounts payable 3,853 3,082 Total accounts payable 13,401 14,786 |
Notes payable (Tables)
Notes payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 Short-term loan 4,121 4,122 Short-term loan from shareholders 75 84 Total notes payable 4,196 4,206 |
Other current liabilities (Tabl
Other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 Value-Added Tax payable - 19 Other tax payable 108 85 Customer contract liability, current 105 128 Other current liabilities 196 208 Total other current liabilities 409 440 |
Employee benefit plans (Tables)
Employee benefit plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 2020 Wages and Salaries 12,401 12,208 12,145 Social security contributions 3,123 3,320 3,230 Net service costs 422 671 646 Other components of defined benefit plans, net 14 (78) 248 Total 15,960 16,121 16,268 |
Employee Benefit Plans - Schedule of Assumptions | As at December 31, Assumptions 2022 2022 2021 2021 2020 2020 France Switzerland France Switzerland France Switzerland Discount rate 3.65 2.25 0.75 0.33 0.30 0.15 Expected rate of return on plan assets n/a 3.00 n/a 1.50 n/a 1.50 Salary increases 3 1.50 3 1.50 3 1.50 |
Employee Benefit Plans - Schedule of Changes in Fair Value of Plan Assets | Reconciliation to Balance Sheet start of year USD'000 Fiscal year 2022 2021 2020 Fair value of plan assets (12,169) (12,332) (10,686) Projected benefit obligation 16,938 19,100 17,566 Surplus/deficit 4,769 6,768 6,880 Opening balance sheet asset/provision (funded status) 4,769 6,768 6,880 Reconciliation of benefit obligation during the year Projected benefit obligation at start of year 16,938 19,100 17,566 Net Service cost 213 263 436 Interest expense 52 29 50 Plan participant contributions 98 153 141 Net benefits paid to participants (2,225) (278) (8) Prior service costs 0 (123) (698) Actuarial losses/(gains) (2,892) (1,407) (74) Curtailment & Settlement 0 (194) 0 Reclassifications 0 0 (2) Currency translation adjustment (317) (605) 1,689 Projected benefit obligation at end of year 11,867 16,938 19,100 |
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) 152 270 286 Unrecognized transition (asset)/obligation 0 0 0 Prior service cost/(credit) (28) (12) 61 |
Employee Benefit Plans - Schedule of Changes in Projected Benefit Obligations | Movement in Funded Status USD'000 Fiscal year 2022 2021 2020 Opening balance sheet liability (funded status) 4,769 6,768 6,880 Net Service cost 213 263 436 Interest cost/(credit) 52 29 50 Expected return on Assets (157) (177) (167) Amortization on Net (gain)/loss 152 270 284 Amortization on Prior service cost/(credit) (28) (12) 61 Settlement / curtailment cost / (credit) 0 (194) 0 Currency translation adjustment (5) 6 20 Total Net Periodic Benefit Cost/(credit) 227 185 684 Actuarial (gain)/loss on liabilities due to experience 109 (342) (72) Actuarial gain/loss on liab. from changes to fin. assump (3,001) (420) 0 Actuarial (gain)/loss on liab. from changes to demo. assump 0 (645) 0 Return in plan assets, excl. amounts included in net interest 82 224 (29) Prior service cost/(credit) 0 (123) (698) Amortization on Net (gain)/loss (152) (270) (284) Amortization on Prior service cost/(credit) 28 12 (61) Currency translation adjustment 0 (8) (45) Total gain/loss recognized via OCI (2,934) (1,572) (1,189) |
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 2023 26 369 2024 8 363 2025 29 2,070 2026 50 498 2027 49 561 2028 to 2032 331 2,737 |
Stockholders_ equity (Tables)
Stockholders’ equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 As at December 31, 2021 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 5,334,177 400,186 4,685,301 Per Articles of association and Swiss capital categories Authorized Capital - Total number of authorized shares - 25,000,000 - 18,469,207 Conditional Share Capital - Total number of conditional shares (1) 10,000,000 52,100,000 12,000,000 31,469,207 Total number of fully paid-in shares 40,021,988 100,294,518 40,021,988 88,120,054 Per US GAAP Total number of authorized shares 50,021,988 177,419,580 40,021,988 138,058,468 Total number of fully paid-in issued shares (1) 40,021,988 100,294,518 40,021,988 88,120,054 Total number of fully paid-in outstanding shares (1) 40,021,988 99,837,254 40,021,988 80,918,390 Par value per share (in CHF) 0.01 0.05 0.01 0.05 Share capital (in USD) 400,186 5,334,177 400,186 4,685,301 Total share capital (in USD) 5,734,363 5,085,487 Treasury Share Capital Total number of fully paid-in shares held as treasury shares - 457,264 - 7,201,664 Treasury share capital (in USD) - 370,744 - 636,436 Total treasury share capital (in USD) - 370,744 - 636,436 (1) Conversions of conditional capital that were not registered with the commercial register as of December 31, 2022 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, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income - Schedule of Accumulated Other Comprehensive Income | USD'000 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 Total net foreign currency translation adjustments (470) Total defined benefit pension adjustment 2,934 Total reclassification adjustments under ASC 830-30-40-1 2,402 Total other reclassification adjustments (338) Total other comprehensive income/(loss), net 4,528 Accumulated other comprehensive income as at December 31, 2022 5,935 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue - Schedule of 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 2022 2021 2020 2022 2021 2020 2022 2021 2020 IoT Segment Secure chips Upon delivery 23,198 16,867 14,317 - - - 23,198 16,867 14,317 Total IoT segment revenue 23,198 16,867 14,317 - - - 23,198 16,867 14,317 mPKI Segment Certificates Upon issuance - - - 111 153 175 111 153 175 Licenses and integration Upon delivery 107 607 287 149 - - 256 607 287 SaaS, PCS and hosting Quarterly or yearly - - - 249 19 - 249 19 - Total mPKI segment revenue 107 607 287 509 172 175 616 779 462 Total Revenue from continuing operations 23,305 17,474 14,604 509 172 175 23,814 17,646 14,779 |
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 2022 2021 2020 IoT Segment Switzerland 751 406 278 Rest of EMEA 6,026 3,721 4,228 North America 13,609 10,631 8,217 Asia Pacific 2,745 2,062 1,526 Latin America 67 47 68 Total IoT segment revenue 23,198 16,867 14,317 mPKI Segment Switzerland 253 596 314 Rest of EMEA 234 98 93 North America 68 58 43 Asia Pacific - - - Latin America 61 27 12 Total mPKI segment revenue 616 779 462 Total Net sales from continuing operations 23,814 17,646 14,779 *EMEA means Europe, Middle East and Africa |
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 2022 2021 Trade accounts receivables Trade accounts receivable - IoT segment 2,269 2,655 Trade accounts receivable - mPKI segment 194 165 Total trade accounts receivables 2,463 2,820 Contract assets - - Total contract assets - - Contract liabilities - current 105 128 Contract liabilities - noncurrent 8 57 Total contract liabilities 113 185 Deferred revenue Deferred revenue - mPKI segment 197 192 Total deferred revenue 197 192 Revenue from continuing operations recognized in the period from amounts included in the deferred revenue at the beginning of the year 209 290 |
Revenue - Schedule of Remaining Performance Obligations | Estimated revenue from remaining performance obligations Total 2023 279 2024 31 Total remaining performance obligation 310 |
Other operating income (Tables)
Other operating income (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Other Operating Income - Schedule of Other Operating Income | 12 months ended December 31, USD'000 2022 2021 2020 Accounts payable write-off 1,899 - - Other operating income from related parties 66 71 43 Other operating income - other 108 112 - Total other operating income from continuing operations 2,073 183 43 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 December 31, 2021 December 31, 2020 Dividend yield None None None Risk-free interest rate used (average) 1.00% 1.00% 1.00% Expected market price volatility 69.58 87.74 61.33 99.64 37.61 65.38 Average remaining expected life of stock options on WIHN Class B Shares (years) 4.25 4.31 3.43 Average remaining expected life of stock options on WIHN Class A Shares (years) 2.40 3.40 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, 2022 and 2021. 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, 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 Granted 4,054,980 0.17 - - Vested (4,084,646) 0.18 - - Non-vested forfeited or cancelled - - - - Non-vested options as at December 31, 2022 87,000 0.75 - - |
Stock-Based Compensation - Schedule of Stock Option Activity | The following tables summarize the Group’s stock option activity for the years ended December 31, 2022 and 2021. 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, 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 - - - Granted 4,054,980 0.05 - - Exercised or converted (312,828) 0.05 - 39,661 Forfeited or cancelled - - - - Expired (522,042) 4.36 - - Outstanding as at December 31, 2022 7,031,754 0.06 6.10 887,345 Of which vested 6,944,754 0.06 6.11 878,378 Of which non-vested 87,000 - - - 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, 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 Granted - - - - Outstanding as at December 31, 2022 9,818,000 0.01 5.90 248,950 Of which vested 9,818,000 0.01 5.90 248,950 |
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 from continuing operations 12 months ended December 31, USD’000 2022 2021 2020 In relation to Employee Stock Option Plans (ESOP) 743 3,761 363 In relation to non-ESOP Option Agreements 1 22 30 Total 744 3,783 393 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 from continuing operations 12 months ended December 31, USD’000 2022 2021 2020 Research & development expenses 177 485 6 Selling & marketing expenses 280 820 209 General & administrative expenses 287 2,478 178 Total 744 3,783 393 |
Non-operating income (Tables)
Non-operating income (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 2020 Foreign exchange gain 3,813 2,379 839 Financial income 9 - 8 Interest income 5 9 16 Other 110 121 264 Total non-operating income from continuing operations 3,937 2,509 1,127 |
Non-operating expenses (Tables)
Non-operating expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 2020 Foreign exchange losses 3,618 2,146 2,195 Financial charges 56 158 104 Interest expense 565 893 685 Other components of defined benefit plans, net 14 (78) 248 Impairment of equity securities at cost - - 7,000 Accounts receivable write-off 1,282 - - Other 16 307 847 Total non-operating expenses from continuing operations 5,551 3,426 11,079 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 2020 Switzerland Switzerland 16,314 (14,756) (22,277) Foreign Foreign (3,269) (8,703) (6,621) Income/(loss) before income tax from continuing operations (13,045) (23,459) (28,898) |
Income Taxes - Schedule of Income Tax Expense | Income taxes relating to the Group are broken down as follows: Income Taxes - Schedule of Income Tax Expense Income taxes 12 months ended December 31, USD'000 2022 2021 2020 Switzerland - - - Foreign 3,238 (13) (9) Income tax income / (expense) from continuing operations 3,238 (13) (9) |
Income Taxes - Schedule of Income Tax Expense at the Swiss Statutory Rate | The difference between the income tax recovery (expense) at the Swiss statutory rate compared to the Group’s income tax recovery (expense) as reported is reconciled below: Income Taxes - Schedule of Income Tax Expense at the Swiss Statutory Rate 12 months ended December 31, USD'000 2022 2021 2020 Net income/(loss) from continuing operations before income tax (13,045) (23,459) (28,898) Statutory tax rate 14% 14% 14% Expected income tax (expense)/recovery 1,825 3,282 4,043 Change in valuation allowance (3,129) (2,849) (631) Change in tax loss carryforwards 5,760 (341) (3,411) Add back loss carryforwards used for the debt remission by WISeKey Semiconductors SAS 1,342 - - Permanent Difference (2,560) (105) (10) Income tax (expense) / recovery from continuing operations 3,238 (13) (9) |
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 income tax assets/(liabilities) As at December 31, As at December 31, USD'000 2022 2021 Switzerland - - Foreign 3,295 1 Deferred income tax assets/(liabilities) 3,295 1 Deferred tax assets and liabilities As at December 31, As at December 31, USD'000 2022 2021 Stock-based compensation - 92 Defined benefit accrual 161 748 Tax loss carry-forwards 20,759 14,999 Add back loss carryforwards used for the debt remission by WISeKey Semiconductors SAS 1,342 - Valuation allowance (18,967) (15,838) Deferred tax assets / (liabilities) 3,295 1 |
Income Taxes - Schedule of Operating Loss Carryforward | As of December 31, 2022, 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 Gibraltar India Saudi Arabia USA Vietnam Operating loss-carryforward as of December 31, 2022 USD'000 USA Switzerland Spain France UK India Vietnam Saudi Arabia Gibraltar Total 2023 - 9,710 197 14,396 28 - - 24 4 24,359 2024 - 5,594 1,144 - 2 - - 39 - 6,779 2025 - 10,248 1,173 - 1 78 - - - 11,500 2026 - 6,048 - - 1 312 - - - 6,361 2027 - 20,921 - - 2 240 3 - - 21,166 2028 - 25,803 - - 1 146 - - - 25,950 2029 - 51,751 - - - 72 - - - 51,823 2030 - - - - - 54 - - - 54 2031 - - 22 - - 29 - - - 51 2032 21 - 22 - - - - - - 43 2033 - - 66 - - - - - - 66 2034 - - 76 - - - - - - 76 2035 247 - 86 - - - - - - 333 2036 - - 176 - - - - - - 176 2037 159 - 98 - - - - - - 257 2038 - - 155 - - - - - - 155 2039 220 - 165 - - - - - - 385 2040 90 - - - - - - - - 90 2041 - - - - - - - - - - 2042 45 - - - - - - - - 45 Total operating loss carry-forwards / Year of expiration if applicable to jurisdiction 782 130,075 3,380 14,396 35 931 3 63 4 149,669 |
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 2017 - 2022 USA 2021 - 2022 France 2020 - 2022 Spain 2018 - 2022 Japan Japan 2022 Taiwan Taiwan 2022 India 2022 Germany 2021 - 2022 UK 2017 - 2022 Arabia 2022 Vietnam 2022 Gibraltar 2022 |
Segment information and geogr_2
Segment information and geographic data (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information and Geograhic Data - Schedule of Segment Reporting Information by Segment | 12 months to December 31, 2022 2021 2020 USD'000 IoT mPKI Total IoT mPKI Total IoT mPKI Total Revenues from external customers 23,198 616 23,814 16,867 779 17,646 14,317 462 14,779 Intersegment revenues - 1,931 1,931 128 2,506 2,634 - 6,786 6,786 Interest revenue 10 5 15 1 54 55 8 59 67 Interest expense 4 572 576 30 976 1,006 12 707 718 Depreciation and amortization 408 104 512 470 94 564 1,501 91 1,592 Segment income /(loss) before income taxes 4,589 (17,542) (12,953) (1,302) (22,032) (23,334) (2,038) (26,537) (28,575) Profit / (loss) from intersegment sales - 92 92 6 119 125 - 323 323 Income tax recovery /(expense) 3,251 (12) 3,238 - (13) (13) - (9) (9) Other significant non cash items Share-based compensation expense - 744 744 - 3,783 3,783 - 393 393 Gain on derivative liability - - - - - - - 44 44 Interest and amortization of debt discount and expense - 168 168 - 1,057 1,057 - 458 458 Segment assets 29,145 53,713 82,858 11,377 89,410 100,787 11,031 40,327 51,358 |
Segment Information and Geographic Data - Schedule of Reconciliation of Revenue | Revenue and Loss reconciliations 12 months ended December 31, USD'000 2022 2021 2020 Revenue reconciliation Total revenue for reportable segment 25,745 20,280 21,565 Elimination of intersegment revenue (1,931) (2,634) (6,786) Total consolidated revenue 23,814 17,646 14,779 Loss reconciliation Total profit / (loss) from reportable segments (12,953) (23,334) (28,575) Elimination of intersegment profits (92) (125) (323) Loss before income taxes (13,045) (23,459) (28,898) |
Segment Information and Geographic Data - Schedule of Reconciliation of Assets | Asset reconciliation As at December 31, USD'000 2022 2021 Total assets from reportable segments 82,858 100,787 Elimination of intersegment receivables (6,112) (10,253) Elimination of intersegment investment and goodwill (27,250) (34,809) Total assets held for sale from discontinued operations - 33,080 Consolidated total assets 49,496 88,805 |
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 2022 2021 2020 Switzerland 1,004 1,002 592 Rest of EMEA* Rest of EMEA 6,260 3,819 4,321 North America North America 13,677 10,689 8,260 Asia Pacific Asia Pacific 2,745 2,062 1,526 Latin America Latin America 128 74 80 Total net sales from continuing operations 23,814 17,646 14,779 * 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 2022 2021 Switzerland 231 85 Rest of EMEA* 608 481 North America 1 1 Asia Pacific 2 6 Total Property, plant and equipment, net of depreciation 842 573 * EMEA means Europe, Middle East and Africa |
Earnings_(Loss) per share (Tabl
Earnings/(Loss) per share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings per share from continuing operations | |
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, Gain / (loss) per share 2022 2021 2020 Net gain / (loss) attributable to WISeKey International Holding AG (USD'000) (27,475) (20,340) (28,659) Effect of potentially dilutive instruments on net gain (USD'000) n/a n/a n/a Net income / (loss) attributable to WISeKey International Holding AG after effect of potentially dilutive instruments (USD'000) n/a n/a n/a Shares used in net gain / (loss) per share computation: Weighted average shares outstanding - basic 112,402,975 71,642,457 42,785,300 Effect of potentially dilutive equivalent shares n/a n/a n/a Weighted average shares outstanding - diluted 112,402,975 n/a n/a Net gain / (loss) per share Basic weighted average loss per share attributable to WIHN (USD) (0.24) (0.28) (0.67) Diluted weighted average loss per share attributable to WIHN (USD) (0.24) (0.28) (0.67) |
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 2022 2021 2020 Total stock options Stock Options 6,762,559 3,171,936 1,333,434 Total convertible instruments Convertible Instruments 8,686,533 14,754,955 20,369,716 Total number of shares from dilutive vehicles with anti-dilutive effect 15,449,092 17,926,891 21,703,150 |
Related parties disclosure (Tab
Related parties disclosure (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties Disclosure - Schedule of Subsidiary/Parent Ownership Interest | The consolidated financial statements of the Group include the entities listed in the following table: Related Parties Disclosure - Schedule of Subsidiary/Parent Ownership Interest 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 WISe.Art AG 3 Switzerland 2020 CHF 100,000 100.0 100.0 Sales & distribution WISeKey Vietnam Ltd Vietnam 2021 VND 689,400,000 95.75 95.75 R&D SEALSQ Corp. British Virgin Islands 2022 USD 100 100.0 n/a Sales & support WISeKey (Gibraltar) Limited Gibraltar 2022 GBP 100 100.0 n/a Sales & support Trust Protocol Association Switzerland 2019 CHF - 100.0 100.0 Association cofounded by WISeKey Equities AG involved in Internet security 1 2 3 4 |
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) 2022 2021 2022 2021 2022 2021 2020 2022 2021 2020 1 Carlos Moreira - - 353 2,802 - - - - - - 2 Philippe Doubre - - - - 63 179 86 - - - 3 David Fergusson - - - - 68 78 119 - - - 4 Eric Pellaton - - - - 87 92 42 - - - 5 Jean-Philippe Ladisa - - - - 53 68 61 - - - 6 Maria Pia Aqueveque Jabbaz - - - - 34 2 1 - - - 7 Cristina Dolan - - - 67 - 1 - - - 8 Hans-Christian Boos - - - 2,395 158 125 - - - - 9 Juan Hernández Zayas - - - - - - 52 - - - 10 Nicolas Ramseier - - - - 1 - - - - - 11 Philippe Gerwill - - - - - 10 - - - - 12 Geoffrey Lipman - - - - - 8 - - - - 13 Don Tapscott - - - - - - 8 - - - 14 OISTE 171 129 70 189 252 350 374 157 71 32 15 Terra Ventures Inc - - 30 33 - - - - - - 16 GSP Holdings Ltd - - 13 17 - - - - - - 17 SAI LLC (SBT Ventures) - - 30 34 - - - - - - 18 Related parties of Carlos Moreira - - - - 200 224 223 - - - Total 171 129 496 5,470 983 1,136 968 157 71 32 |
Future operations and going c_2
Future operations and going concern (Details Narrative) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Feb. 08, 2018 | Sep. 30, 2021 | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 CHF (SFr) | Jun. 29, 2021 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Operating income/(loss) | $ (10,436) | $ (21,160) | $ (18,532) | ||||
Working capital deficit | 14,300 | ||||||
the "Anson Facility" | Convertible Debt | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Outstanding available | $ 5,500 | ||||||
Convertible debt | $ 22,000 | ||||||
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 | ||||||
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 WIHN 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 WIHN Class B Shares are issued out of authorized share capital) or purchase (if the WIHN Class B Shares are delivered out of treasury) WIHN Class B Shares worth up to CHF 5.0 million by drawdown, subject to certain exceptions and limitations. On March 4, 2020, the SEDA was extended by 24 months to March 31, 2023. | ||||||
Outstanding available | SFr | SFr 45,643,955 |
Basis of presentation (Details
Basis of presentation (Details Narrative) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Multiemployer Plan [Line Items] | ||||
Loss on disposal of a business, net of tax on disposal | $ (15,026,000) | $ 0 | $ 0 | |
Arago Group | ||||
Multiemployer Plan [Line Items] | ||||
Proceeds from divestiture of business | 26,827,022 | € 25,527,955 | ||
Accumulated translation adjustment loss | 1,156,401 | $ 1,245,896 | ||
Loss on disposal of a business, net of tax on disposal | $ (15,026,000) |
Summary of significant accoun_3
Summary of significant accounting policies (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum | Intangible Assets | |
Property, Plant and Equipment [Line Items] | |
Intangible assets, useful lives | 3 years |
Maximum | Intangible Assets | |
Property, Plant and Equipment [Line Items] | |
Intangible assets, useful lives | 10 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 (Details Narrative) - IoT | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Multinational Electronics Contract Manufacturing Company | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 14% | 10% | 18% |
Multinational Electronics Contract Manufacturing Company | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 30% | 13% | |
International Equipment and Software Manufacturer | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 5% | 8% | 9% |
International Equipment and Software Manufacturer | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 11% | 0% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets, carrying amount | $ 49,496 | $ 88,805 |
Liabilities, carrying amount | 25,471 | 47,426 |
Level 3 | Accounts Payable | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities, carrying amount | 13,401 | 14,786 |
Liabilities, fair value | 13,401 | 14,786 |
Level 3 | Notes Payable | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities, carrying amount | 4,196 | 4,206 |
Liabilities, fair value | 4,196 | 4,206 |
Level 3 | Bonds, Mortgages and Other Long-Term Debt | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities, carrying amount | 1,850 | 458 |
Liabilities, fair value | 1,850 | 458 |
Level 3 | Convertible Note Payable, Noncurrent | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities, carrying amount | 1,267 | 9,049 |
Liabilities, fair value | 1,267 | 9,049 |
Receivables | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets, carrying amount | 2,573 | 2,979 |
Assets, carrying amount | 2,573 | 2,979 |
Notes Receivable from Related Parties | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets, carrying amount | 67 | 68 |
Assets, carrying amount | 67 | 68 |
Notes Receivable, Noncurrent | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets, carrying amount | 64 | 190 |
Assets, carrying amount | 64 | 190 |
Equity Securities, At Cost | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets, carrying amount | 472 | 501 |
Assets, carrying amount | 472 | 501 |
Equity Securities, At Fair Value | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets, carrying amount | 1 | 1 |
Assets, carrying amount | $ 1 | $ 1 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Credit Loss [Abstract] | ||
Trade accounts receivable | $ 2,463 | $ 2,820 |
Allowance for doubtful accounts | (64) | (68) |
Accounts receivable from other related parties | 171 | 129 |
Accounts receivable from underwriters, promoters, and employees | 5 | |
Other accounts receivable | 3 | 93 |
Total accounts receivable, net of allowance for doubtful accounts | $ 2,573 | $ 2,979 |
Notes receivable from employe_2
Notes receivable from employees and related parties (Details Narrative) - 12 months ended Dec. 31, 2022 - Employee | USD ($) shares | CHF (SFr) |
Defined Benefit Plan Disclosure [Line Items] | ||
Notes receivable | $ 66,872 | SFr 61,818 |
Interest rate | 0.50% | |
Options pledged | 60,000 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories, Current (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 4,523 | $ 950 |
Work in progress | 2,987 | 1,760 |
Total inventories | $ 7,510 | $ 2,710 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory [Line Items] | |||
Inventory obsolescence | $ 554,000 | $ 0 | $ 457,000 |
Raw Materials | |||
Inventory [Line Items] | |||
Inventory obsolescence | 204,211 | 57,302 | 156,188 |
Work in Progress | |||
Inventory [Line Items] | |||
Inventory obsolescence | $ 349,623 | $ 404,509 | $ 301,215 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Value-Added Tax receivable | $ 352 | $ 359 |
Advanced payment to suppliers | 1,025 | 220 |
Deposits, current | 3 | 5 |
Other current assets | 1 | |
Total other current assets | $ 1,380 | $ 555 |
Notes Receivable, Noncurrent -
Notes Receivable, Noncurrent - Schedule of Notes Receivable, Noncurrent (Details) $ in Thousands | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CHF (SFr) | Dec. 31, 2021 USD ($) |
Receivables [Abstract] | |||
Long-term receivable from, and loan, to shareholders | $ 60 | SFr 55,879 | $ 187 |
Long-term receivable from, and loan to, other related parties | 4 | 3 | |
Total notes receivable, noncurrent | $ 64 | $ 190 |
Notes receivable, noncurrent (D
Notes receivable, noncurrent (Details Narrative) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CHF (SFr) | Dec. 31, 2021 USD ($) |
Receivables [Abstract] | |||
Long-term receivable from, and loan, to shareholders | $ 60,000 | SFr 55,879 | $ 187,000 |
Long-term receivable from, and loan to, other related parties | $ 3,594 | SFr 3,322 |
Divestiture and Discontinued _3
Divestiture and Discontinued Operations - Schedule of Schedule of Disposal Groups Including Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets | |||
Cash and cash equivalents | $ 48 | ||
Allowance for doubtful accounts | 64 | 68 | |
Noncurrent assets | |||
Intangible assets, net of accumulated amortization | 32,391 | ||
Operating lease ROU assets | 2,289 | 2,941 | |
Current liabilities | |||
Other accounts payable | 3,853 | 3,082 | |
Operating leases | 592 | 595 | |
Current portion of obligations under capital leases | 55 | ||
Total current liabilities held for sale | 4,567 | ||
Noncurrent liabilities | |||
Operating leases | 1,727 | 2,468 | |
Total noncurrent liabilities held for sale | 5,712 | ||
Net sales from discontinued operations | 1,805 | 4,612 | |
Cost of sales from discontinued operations | (978) | (2,976) | |
Income tax (expense) / recovery from discontinued operations | (25) | (106) | |
Income / (loss) on discontinued operations | (19,449) | (622) | |
Arago Group | |||
Current assets | |||
Cash and cash equivalents | 48 | ||
Trade accounts receivable | 258 | ||
Allowance for doubtful accounts | |||
Other accounts receivable | 24 | ||
Prepaid expenses | 237 | ||
Other current assets | 122 | ||
Total current assets held for sale | 689 | ||
Noncurrent assets | |||
Deferred income tax assets | 5 | ||
Property, plant and equipment net of accumulated depreciation | 15 | ||
Intangible assets, net of accumulated amortization | 9,081 | ||
Operating lease ROU assets | 766 | ||
Goodwill | 22,524 | ||
Other noncurrent assets | |||
Total noncurrent assets held for sale | 32,391 | ||
TOTAL ASSETS HELD FOR SALE | 33,080 | ||
Current liabilities | |||
Trade creditors | 1,189 | ||
Other accounts payable | 473 | ||
Notes payable | 2,044 | ||
Deferred revenue, current | 396 | ||
Operating leases | 355 | ||
Current portion of obligations under capital leases | |||
Income tax payable | |||
Other current liabilities | 110 | ||
Total current liabilities held for sale | 4,567 | ||
Noncurrent liabilities | |||
Deferred revenue, noncurrent | |||
Indebtedness to related parties, noncurrent | 2,395 | ||
Capital leases | |||
Operating leases | 411 | ||
Employee benefit plan obligation | |||
Deferred income tax liability | 2,906 | ||
Total noncurrent liabilities held for sale | 5,712 | ||
TOTAL LIABILITIES HELD FOR SALE | 10,279 | ||
Net sales from discontinued operations | 1,805 | 4,612 | |
Cost of sales from discontinued operations | (978) | (2,976) | |
Gross profit from discontinued operations | 827 | 1,636 | |
Research & development expenses | (574) | (1,389) | |
Selling & marketing expenses | (329) | (1,115) | |
General & administrative expenses | (2,293) | (4,660) | |
Non-operating income | 1,076 | 6,129 | |
Non-operating expenses | (3,154) | (1,329) | |
Loss on disposal of a business | (15,026) | ||
Total operating and non-operating expenses from discontinued operations | (20,300) | (2,364) | |
Income / (loss) from discontinued operations before income tax | (19,473) | (728) | |
Income tax (expense) / recovery from discontinued operations | 25 | 106 | |
Income / (loss) on discontinued operations | (19,448) | (622) | |
Less: Net income on discontinued operations attributable to noncontrolling interests | (1,531) | ||
Net income / (loss) on discontinued operations attributable to WISeKey International Holding AG | (17,917) | (622) | |
Net cash provided by (used in) operating activities | (1,733) | (3,567) | |
Net cash provided by (used in) investing activities | |||
Net cash provided by (used in) financing activities | $ 1,795 | $ 3,153 |
Divestiture and discontinued _4
Divestiture and discontinued operations (Details Narrative) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss on disposal of a business, net of tax on disposal | $ (15,026,000) | $ 0 | $ 0 | |
Arago Group | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Depreciation expense from discontinued operations | 3,528 | 21,680 | ||
Depreciation expense from discontinued operations | 86,880 | 408,728 | ||
Accumulated translation adjustment loss | 1,156,401 | $ 1,245,896 | ||
Proceeds from divestiture of business | 26,827,022 | € 25,527,955 | ||
Loss on disposal of a business, net of tax on disposal | $ (15,026,000) |
Deferred Tax Credits - Schedule
Deferred Tax Credits - Schedule of Deferred Tax Credits (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Credits | ||
Deferred research & development tax credits | $ 692 | $ 847 |
Deferred other tax credits | 2 | 1 |
Total deferred tax credits | $ 694 | $ 848 |
Deferred tax credits (Details N
Deferred tax credits (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Research tax credits | $ 692,000 | $ 847,000 |
WISeKey Semiconductors SAS | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Research tax credits | $ 692,314 | $ 846,808 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 8,634 | $ 7,963 |
Accumulated depreciation | (7,792) | (7,390) |
Total property, plant and equipment from continuing operations, net | 842 | 573 |
Depreciation charge from continuing operations for the year | 443 | 491 |
Machinery & Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,132 | 3,902 |
Accumulated depreciation | (3,707) | (3,650) |
Office Equipment and Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,944 | 2,899 |
Accumulated depreciation | (2,703) | (2,614) |
Computer Equipment and Licenses | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,558 | 1,162 |
Accumulated depreciation | $ (1,382) | $ (1,126) |
Property, plant and equipment_2
Property, plant and equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation charge from continuing operations for the year | $ 988,207 | |
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 | |
Production Tools | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment useful life | 3 years | |
Licenses | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment useful life | 3 years | |
Software | ||
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) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net | $ 20,101 | $ 20,313 |
Accumulated amortization | (20,003) | (20,208) |
Total intangible assets, net | 98 | 105 |
Amortization charge for the year to December 31, | 69 | 73 |
Cryptocurrencies Not Subject to Amortization | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net | 96 | 100 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net | 136 | 137 |
Accumulated amortization | (136) | (137) |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net | 2,281 | 2,281 |
Accumulated amortization | (2,281) | (2,281) |
License Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net | 11,195 | 11,326 |
Accumulated amortization | (11,193) | (11,321) |
Other Intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net | 6,393 | 6,469 |
Accumulated amortization | (6,393) | (6,469) |
Total Intangible Assets Subject to Amortization, Net | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net | $ 2 | $ 5 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Intangible Asset Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
2023 | $ 2 | |
Total intangible assets subject to amortization, net | 20,101 | $ 20,313 |
Total Intangible Assets Subject to Amortization, Net | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization, net | $ 2 | $ 5 |
Intangible assets (Details Narr
Intangible assets (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization charge from continuing operations for the year | $ 604,011 | ||
Trademarks | $ 20,101,000 | $ 20,313,000 | |
Trademarks Not Subject to Amortization | |||
Finite-Lived Intangible Assets [Line Items] | |||
Trademarks | 96,164 | ||
Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Trademarks | $ 136,000 | 137,000 | |
Trademarks | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible asset useful life | 5 years | ||
Trademarks | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible asset useful life | 10 years | ||
Patents | |||
Finite-Lived Intangible Assets [Line Items] | |||
Trademarks | $ 2,281,000 | 2,281,000 | |
Patents | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible asset useful life | 5 years | ||
Patents | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible asset useful life | 10 years | ||
License Agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Trademarks | $ 11,195,000 | 11,326,000 | |
License Agreements | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible asset useful life | 3 years | ||
License Agreements | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible asset useful life | 5 years | ||
Other Intangibles | |||
Finite-Lived Intangible Assets [Line Items] | |||
Trademarks | $ 6,393,000 | $ 6,469,000 | |
Other Intangibles | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible asset useful life | 3 years | ||
Other Intangibles | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible asset useful life | 10 years |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finance lease cost: | |||
Amortization of right-of-use assets | $ 33 | $ 68 | $ 66 |
Interest on lease liabilities | 1 | 7 | 12 |
Operating lease cost: | |||
Fixed rent expense | 587 | 695 | 602 |
Short-term lease cost | 2 | 7 | 22 |
Lease cost | 623 | 777 | 702 |
Cost of Sales | |||
Operating lease cost: | |||
Lease cost | 0 | 0 | 0 |
General & Administrative Expenses | |||
Operating lease cost: | |||
Lease cost | $ 623 | $ 777 | $ 702 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from finance leases | $ 61 | $ 114 | |
Operating cash flows from operating leases | 610 | 580 | |
Financing cash flows from finance leases | 1 | 7 | $ 12 |
Non-cash investing and financing activities : | |||
Net lease cost | 623 | 777 | $ 702 |
Additions to ROU assets obtained from: | |||
New finance lease liabilities | |||
New operating lease liabilities | $ 56 | $ 1,197 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating - 2023 | $ 604 |
Short-term - 2023 | 1 |
Finance - 2023 | |
Total lease payments - 2023 | 605 |
Operating - 2024 | 584 |
Short-term - 2024 | 0 |
Finance - 2024 | 0 |
Total lease payments - 2024 | 584 |
Operating - 2025 | 575 |
Short-term - 2025 | 0 |
Finance - 2025 | 0 |
Total lease payments - 2025 | 575 |
Operating - 2026 | 530 |
Short-term - 2026 | 0 |
Finance - 2026 | 0 |
Total lease payments - 2026 | 530 |
Operating - 2027 and beyond | 442 |
Short-term - 2027 and beyond | 0 |
Finance - 2027 and beyond | 0 |
Total lease payments - 2027 and beyond | 442 |
Operating - Total future minimum operating lease payments | 2,735 |
Short-term - Total future minimum short-term lease payments | 1 |
Finance - Total future minimum finance lease payments | |
Total Lease Payments - Total future minimum lease payments | 2,736 |
Operating - Less effects of discounting | (416) |
Short-term - Less effects of discounting | 0 |
Finance - Less effects of discounting | |
Total Lease Payments - Less effects of discounting | (416) |
Operating - Less effects of practical expedient | 0 |
Short-term - Less effects of practical expedient | (1) |
Finance - Less effects of practical expedient | 0 |
Total Lease Payments - Less effects of practical expedient | (1) |
Short-term - Lease liabilities recognized | 0 |
Finance - Lease liabilities recognized | |
Total Lease Payments - Lease liabilities recognized | 2,319 |
Other Liabilities [Member] | |
Operating - Lease liabilities recognized | $ 2,319 |
Leases (Details Narrative)
Leases (Details Narrative) | Dec. 31, 2022 |
Leases [Abstract] | |
Weighted-average remaining lease term, operating leases | 5 years 14 days |
Implicit rate, finance lease | 5.17% |
Weighted average discount rate, operating leases | 3.21% |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Indefinite-Lived Intangible Assets [Line Items] | ||
Goodwill balance as at December 31, 2021 | $ 8,317 | $ 8,317 |
Goodwill acquired during the year | 0 | 0 |
Accumulated impairment losses | 0 | 0 |
Goodwill balance as at December 31, 2022 | 8,317 | 8,317 |
IoT | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Goodwill balance as at December 31, 2021 | 8,317 | 8,317 |
Goodwill acquired during the year | 0 | 0 |
Accumulated impairment losses | 0 | 0 |
Goodwill balance as at December 31, 2022 | $ 8,317 | $ 8,317 |
Equity securities, at cost (Det
Equity securities, at cost (Details Narrative) | 12 Months Ended | |||||
Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Apr. 08, 2021 USD ($) | Apr. 08, 2021 EUR (€) | Sep. 27, 2018 USD ($) $ / shares | |
"FOSSA" | ||||||
Investment | $ 472,222 | € 440,000 | $ 475,673 | € 440,000 | ||
the "Tarmin Warrant" | ||||||
Investment | $ | $ 7,000,000 | |||||
Ownership interest, percent | 22% | |||||
Warrant, exercise price | $ / shares | $ 0.01 | |||||
Nominal value, per share | $ / shares | $ 0.0001 | |||||
Impairment loss | $ | $ 7,000,000 |
Equity securities, at fair va_2
Equity securities, at fair value (Details Narrative) - OpenLimit Holding AG | 1 Months Ended | 12 Months Ended | ||
Mar. 29, 2017 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Mar. 29, 2017 EUR (€) shares | |
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 | $ 1,180 | |
Market price | $ / shares | $ 0.0005 | |||
Unrealized loss in fair value of equity securities | $ 71 |
Accounts Payable - Schedule of
Accounts Payable - Schedule of Accounts Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Trade creditors | $ 5,207 | $ 5,842 |
Factors or other financial institutions for borrowings | 26 | |
Accounts payable to Board Members | 353 | 2,802 |
Accounts payable to other related parties | 70 | 189 |
Accounts payable to underwriters, promoters, and employees | 3,918 | 2,845 |
Other accounts payable | 3,853 | 3,082 |
Total accounts payable | $ 13,401 | $ 14,786 |
Accounts payable (Details Narra
Accounts payable (Details Narrative) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CHF (SFr) | Dec. 31, 2021 USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |||
Payables | $ 496,000 | $ 5,470,000 | |
Carlos Moreira | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Payables | 353,000 | SFr 326,014 | 2,802,000 |
OISTE | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Payables | $ 70,000 | SFr 64,620 | $ 189,000 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Short-term loan | $ 4,121 | $ 4,122 |
Short-term loan from shareholders | 75 | 84 |
Total notes payable | $ 4,196 | $ 4,206 |
Notes payable (Details Narrativ
Notes payable (Details Narrative) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CHF (SFr) | Dec. 31, 2021 USD ($) |
Short-Term Debt [Line Items] | |||
Short-term loan | $ 4,121,000 | $ 4,122,000 | |
Short-term loan from shareholders | $ 75,000 | $ 84,000 | |
Weighted-average interest rate | 10% | 10% | 10% |
Line of Credit | ExWorks | |||
Short-Term Debt [Line Items] | |||
Short-term loan | $ 4,030,000 | ||
Note Payable | WISeKey SAARC Ltd. | |||
Short-Term Debt [Line Items] | |||
Short-term loan from shareholders | 75,038 | $ 83,932 | |
Note Payable | UBS | |||
Short-Term Debt [Line Items] | |||
Short-term loan from shareholders | $ 90,652 | SFr 83,800 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Value-Added Tax payable | $ 19 | |
Other tax payable | 108 | 85 |
Customer contract liability, current | 105 | 128 |
Other current liabilities | 196 | 208 |
Total other current liabilities | $ 409 | $ 440 |
Loans and line of credit (Detai
Loans and line of credit (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Mar. 04, 2020 | Apr. 04, 2019 USD ($) $ / shares | Feb. 08, 2018 CHF (SFr) | Dec. 31, 2022 USD ($) $ / shares shares | Nov. 30, 2022 USD ($) $ / shares shares | Oct. 31, 2022 USD ($) $ / shares shares | Jul. 31, 2022 USD ($) $ / shares shares | Apr. 30, 2022 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Sep. 30, 2021 | Sep. 27, 2021 | Jun. 30, 2021 USD ($) | Jun. 29, 2021 USD ($) shares | Jun. 29, 2021 CHF (SFr) shares | Mar. 26, 2020 CHF (SFr) | Apr. 24, 2018 USD ($) shares | Apr. 24, 2018 CHF (SFr) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 CHF (SFr) shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2021 CHF (SFr) shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2020 CHF (SFr) shares | Dec. 31, 2019 USD ($) shares | Dec. 31, 2019 CHF (SFr) shares | Dec. 31, 2018 USD ($) shares | Dec. 31, 2018 CHF (SFr) shares | Dec. 31, 2022 CHF (SFr) | |
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||
Proceeds received from debt | $ 2,000,000 | $ 646,000 | ||||||||||||||||||||||||||
Proceeds from convertible debt | 4,820,000 | 44,362,000 | 22,053,000 | |||||||||||||||||||||||||
Debt discount | 168,000 | $ 1,057,000 | 458,000 | |||||||||||||||||||||||||
the "L1 Facility" | Convertible Debt | ||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||
Unamortized debt discount | $ 133,471 | 133,471 | ||||||||||||||||||||||||||
Convertible debt | 1,266,529 | $ 22,000,000 | $ 1,266,529 | |||||||||||||||||||||||||
Proceeds from convertible debt | $ 11,000,000 | |||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
Warrants issued | shares | 29,225,645 | 29,225,645 | 11,858,831 | 11,858,831 | ||||||||||||||||||||||||
Debt discount | $ 87,795 | $ 185,528 | ||||||||||||||||||||||||||
Debt conversion expense | 366,116 | 325,424 | ||||||||||||||||||||||||||
Unamortized debt discount | 304,019 | 304,019 | 1,376,983 | |||||||||||||||||||||||||
Unconverted notes payable | 1,400,000 | 1,400,000 | ||||||||||||||||||||||||||
the "L1 First Amendment" | Convertible Debt | ||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 17,000,000 | |||||||||||||||||||||||||||
Convertible debt rights | WISeKey has the right to request L1 to subscribe for four “accelerated” note tranches of between USD 1 million and USD 2,750,000 each or any other amount agreed between the parties | |||||||||||||||||||||||||||
Warrants issued | shares | 3,078,963 | 3,078,963 | ||||||||||||||||||||||||||
Exercise price | $ / shares | $ 5 | |||||||||||||||||||||||||||
Fair value at grant | $ 479,872 | |||||||||||||||||||||||||||
Fair value of debt | 17,819,019 | |||||||||||||||||||||||||||
Debt discount | 445,331 | |||||||||||||||||||||||||||
the "L1 Second Amendment" | Convertible Debt | ||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||
Convertible debt rights | WISeKey has the right to request L1 to subscribe for five “additional accelerated” note tranches | |||||||||||||||||||||||||||
Convertible debt rights, note tranches, additional information | USD 1 million and USD 5 million each or any other amount agreed between the parties, up until March 2, 2024, subject to certain conditions. The terms and conditions of the L1 Additional Accelerated Tranches issued under the L1 Second Amendment remain the same as the terms and conditions of the L1 Facility except for the conversion price of the L1 Additional Accelerated Tranches which is the New L1 Conversion Price. | |||||||||||||||||||||||||||
the ("L1 Facility") Initial Tranche | Convertible Debt | ||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||
Converted debt | 2,800,000 | 8,200,000 | ||||||||||||||||||||||||||
the ("L1 Facility") Accelerated Tranche | Convertible Debt | ||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||
Converted debt | $ 4,300,000 | $ 5,300,000 | ||||||||||||||||||||||||||
the ("L1 Facility") Accelerated Tranche #1 | Convertible Debt | ||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 1,000,000 | |||||||||||||||||||||||||||
Warrants issued | shares | 457,927 | |||||||||||||||||||||||||||
Exercise price | $ / shares | $ 5 | |||||||||||||||||||||||||||
Fair value at grant | $ 9,881 | |||||||||||||||||||||||||||
Fair value of debt | 1,077,895 | |||||||||||||||||||||||||||
Debt discount | $ 9,084 | |||||||||||||||||||||||||||
Market price | $ / shares | $ 0.481 | |||||||||||||||||||||||||||
the ("L1 Facility") Accelerated Tranche #2 | Convertible Debt | ||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 500,000 | |||||||||||||||||||||||||||
Warrants issued | shares | 280,439 | |||||||||||||||||||||||||||
Exercise price | $ / shares | $ 5 | |||||||||||||||||||||||||||
Fair value at grant | $ 2,975 | |||||||||||||||||||||||||||
Fair value of debt | 538,515 | |||||||||||||||||||||||||||
Debt discount | $ 2,747 | |||||||||||||||||||||||||||
Market price | $ / shares | $ 0.4295 | |||||||||||||||||||||||||||
the ("L1 Facility") Accelerated Tranche #3 | Convertible Debt | ||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 1,000,000 | |||||||||||||||||||||||||||
Warrants issued | shares | 987,755 | |||||||||||||||||||||||||||
Exercise price | $ / shares | $ 5 | |||||||||||||||||||||||||||
Fair value of debt | $ 1,077,182 | |||||||||||||||||||||||||||
Market price | $ / shares | $ 0.258 | |||||||||||||||||||||||||||
the ("L1 Facility") Accelerated Tranche #4 | Convertible Debt | ||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 1,000,000 | |||||||||||||||||||||||||||
Warrants issued | shares | 1,216,216 | |||||||||||||||||||||||||||
Exercise price | $ / shares | $ 5 | |||||||||||||||||||||||||||
Fair value of debt | $ 991,385 | |||||||||||||||||||||||||||
Market price | $ / shares | $ 0.201 | |||||||||||||||||||||||||||
the ("L1 Facility") Accelerated Tranche #5 | Convertible Debt | ||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 700,000 | |||||||||||||||||||||||||||
Warrants issued | shares | 908,746 | |||||||||||||||||||||||||||
Exercise price | $ / shares | $ 5 | |||||||||||||||||||||||||||
Fair value of debt | $ 693,669 | |||||||||||||||||||||||||||
Market price | $ / shares | $ 0.1752 | |||||||||||||||||||||||||||
the ("L1 Facility") Accelerated Tranche #6 | Convertible Debt | ||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 800,000 | |||||||||||||||||||||||||||
Warrants issued | shares | 1,060,626 | |||||||||||||||||||||||||||
Exercise price | $ / shares | $ 5 | $ 5 | ||||||||||||||||||||||||||
Fair value of debt | $ 792,592 | $ 792,592 | ||||||||||||||||||||||||||
Market price | $ / shares | $ 0.172 | $ 0.172 | ||||||||||||||||||||||||||
the "Anson Facility" | Convertible Debt | ||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||
Debt conversion, shares issued | shares | 14,351,699 | 14,351,699 | 8,228,262 | 8,228,262 | ||||||||||||||||||||||||
Outstanding available | $ 5,500,000 | $ 5,500,000 | ||||||||||||||||||||||||||
Convertible debt | $ 22,000,000 | |||||||||||||||||||||||||||
Proceeds from convertible debt | $ 11,000,000 | |||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
Debt discount | 79,707 | $ 248,449 | ||||||||||||||||||||||||||
Converted debt | 9,800,000 | |||||||||||||||||||||||||||
Unamortized debt discount | 222,195 | 222,195 | 1,182,876 | |||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||
Debt conversion expense | 460,956 | |||||||||||||||||||||||||||
the ("Anson Facility") First Amendment | Convertible Debt | ||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 16,500,000 | |||||||||||||||||||||||||||
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 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 | |||||||||||||||||||||||||||
Warrants issued | shares | 2,821,922 | 2,821,922 | ||||||||||||||||||||||||||
Exercise price | $ / shares | $ 5 | |||||||||||||||||||||||||||
Fair value at grant | $ 480,046 | |||||||||||||||||||||||||||
Fair value of debt | 17,000,080 | |||||||||||||||||||||||||||
Debt discount | 453,095 | |||||||||||||||||||||||||||
the ("Anson Facility") Initial Tranche | Convertible Debt | ||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||
Converted debt | 1,200,000 | |||||||||||||||||||||||||||
the ("Anson Facility") Accelerated Tranches | Convertible Debt | ||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||
Converted debt | 5,500,000 | |||||||||||||||||||||||||||
Production Capacity Investment Loan Agreement | ||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||
Maturity date | Dec. 31, 2025 | |||||||||||||||||||||||||||
Unamortized debt discount | 511,128 | $ 511,128 | 511,128 | |||||||||||||||||||||||||
Proceeds from loan agreement | $ 2,000,000 | |||||||||||||||||||||||||||
Loan payable | 2,000,000 | 2,000,000 | ||||||||||||||||||||||||||
Loan payable, carrying value | 1,488,872 | 1,488,872 | ||||||||||||||||||||||||||
UBS SA "Covid Loans" | Line of Credit | ||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||
Line of credit | SFr | SFr 571,500 | |||||||||||||||||||||||||||
Maturity date | Mar. 30, 2028 | |||||||||||||||||||||||||||
Credit facility, outstanding | $ 451,852 | $ 451,852 | SFr 417,700 | |||||||||||||||||||||||||
Repayment of lines of credit | SFr | SFr 83,800 | SFr 70,000 | ||||||||||||||||||||||||||
WISeCoin AG | ExWorks | ||||||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||
Line of credit | $ 4,000,000 | |||||||||||||||||||||||||||
Credit facility, accrued interest | 80,000 | |||||||||||||||||||||||||||
Credit facility, maximum borrowing capacity | $ 4,080,000 | |||||||||||||||||||||||||||
Maturity date | Apr. 04, 2020 | |||||||||||||||||||||||||||
Conversion price per WISeCoin Security Tokens | $ / shares | $ 12.42 | |||||||||||||||||||||||||||
Unamortized debt discount | $ 160,000 | |||||||||||||||||||||||||||
Credit facility, outstanding | 4,030,000 | |||||||||||||||||||||||||||
Common Shares - Class B | the "L1 Facility" | Convertible Debt | ||||||||||||||||||||||||||||
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 WIHN Class B Shares are issued out of authorized share capital) or purchase (if the WIHN Class B Shares are delivered out of treasury) WIHN 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 WIHN 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 | ||||||||||||||||||||
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 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Defined Benefit Plan Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Wages and Salaries | $ 12,401 | $ 12,208 | $ 12,145 |
Social security contributions | 3,123 | 3,320 | 3,230 |
Net service costs | 422 | 671 | 646 |
Other components of defined benefit plans, net | 14 | (78) | 248 |
Total | $ 15,960 | $ 16,121 | $ 16,268 |
Employee Benefit Plans - Sche_2
Employee Benefit Plans - Schedule of Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
France | |||
Discount rate | 3.65% | 0.75% | 0.30% |
Salary increases | 3% | 3% | 3% |
Switzerland | |||
Discount rate | 2.25% | 0.33% | 0.15% |
Expected rate of return on plan assets | 3% | 1.50% | 1.50% |
Salary increases | 1.50% | 1.50% | 1.50% |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Fair value of plan assets at start of year | $ (12,169) | $ (12,332) | $ (10,686) |
Projected benefit obligation at start of year | 16,938 | 19,100 | 17,566 |
Surplus/deficit | 4,769 | 6,768 | 6,880 |
Opening balance sheet asset/provision (funded status) | 4,769 | 6,768 | 6,880 |
Reconciliation of benefit obligation during the year | |||
Net Service cost | 213 | 263 | 436 |
Interest expense | 52 | 29 | 50 |
Plan participant contributions | 98 | 153 | 141 |
Net benefits paid to participants | (2,225) | (278) | (8) |
Prior service costs | 0 | (123) | (698) |
Actuarial losses/(gains) | (2,892) | (1,407) | (74) |
Curtailment & Settlement | 0 | (194) | 0 |
Reclassifications | 0 | 0 | (2) |
Currency translation adjustment | (317) | (605) | 1,689 |
Defined benefit obligation - funded plans | 11,867 | 16,938 | 19,100 |
Reconciliation of plan assets during year | |||
Employer contributions paid over the year | (190) | (263) | (244) |
Plan participant contributions | (98) | (153) | (141) |
Net benefits paid to participants | 2,201 | 162 | (22) |
Interest income | (157) | (177) | (167) |
Return in plan assets, excl. amounts included in net interest | 82 | 224 | (29) |
Currency translation adjustment | 223 | 370 | (1,043) |
Fair value of plan assets | (10,108) | (12,169) | (12,332) |
Reconcilation to balance sheet end of year | |||
Surplus/deficit | 1,759 | 4,769 | 6,768 |
Closing balance sheet asset/provision (funded status) | $ 1,759 | $ 4,769 | $ 6,768 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Net loss (gain) | $ 152 | $ 270 | $ 286 |
Unrecognized transition (asset)/obligation | 0 | 0 | 0 |
Prior service cost/(credit) | (28) | (12) | 61 |
Net loss (gain) | (338) | 2,651 | 4,237 |
Unrecognized transition (asset)/obligation | 0 | 0 | 0 |
Prior service cost/(credit) | (503) | (537) | (440) |
Deficit | $ (841) | $ 2,114 | $ 3,797 |
Employee Benefit Plans - Sche_5
Employee Benefit Plans - Schedule of Changes in Projected Benefit Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Opening balance sheet asset/provision (funded status) | $ 4,769 | $ 6,768 | $ 6,880 |
Net Service cost | 213 | 263 | 436 |
Interest cost/(credit) | 52 | 29 | 50 |
Expected return on Assets | (157) | (177) | (167) |
Amortization on Net (gain)/loss | 152 | 270 | 284 |
Amortization on Prior service cost/(credit) | (28) | (12) | 61 |
Settlement / curtailment cost / (credit) | 0 | (194) | 0 |
Currency translation adjustment | (5) | 6 | 20 |
Total Net Periodic Benefit Cost/(credit) | 227 | 185 | 684 |
Actuarial (gain)/loss on liabilities due to experience | 109 | (342) | (72) |
Actuarial gain/loss on liab. from changes to fin. assump | (3,001) | (420) | 0 |
Actuarial (gain)/loss on liab. from changes to demo. assump | 0 | (645) | 0 |
Asset (gain) / loss | 82 | 224 | (29) |
Prior service costs for the current period | 0 | (123) | (698) |
Amortization on Net (gain)/loss | (152) | (270) | (284) |
Amortization on Prior service cost/(credit) | 28 | 12 | (61) |
Currency translation adjustment | 0 | (8) | (45) |
Total gain/loss recognized via OCI | (2,934) | (1,572) | (1,189) |
Total cashflow | (214) | (379) | (274) |
Currency translation adjustment | (89) | (233) | 669 |
Reclassifications | 0 | 0 | (2) |
Closing balance sheet asset/provision (funded status) | 1,759 | 4,769 | 6,768 |
Reconciliation of Net Gain / Loss | |||
Amount at beginning of year | 2,651 | 4,237 | 4,258 |
Amortization during the year | (152) | (270) | (284) |
Liability (gain) / loss | (2,892) | (1,407) | (72) |
Currency translation adjustment | (27) | (133) | 366 |
Amount at year-end | (338) | 2,651 | 4,237 |
Reconciliation of prior service cost/(credit) | |||
Amount at beginning of year | (537) | (440) | 300 |
Amortization during the year | 28 | 12 | (61) |
Currency translation adjustment | 6 | 14 | 19 |
Amount at year-end | $ (503) | $ (537) | $ (440) |
Employee Benefit Plans - Sche_6
Employee Benefit Plans - Schedule of Future Contributions Payable (Details) - USD ($) | Dec. 31, 2028 | Dec. 31, 2027 | Dec. 31, 2026 | Dec. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | |||||||
Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year | $ 221,000 | ||||||
France | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year | $ 331,000 | $ 49,000 | $ 50,000 | $ 29,000 | $ 8,000 | $ 26,000 | |
Switzerland | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year | $ 2,737,000 | $ 561,000 | $ 498,000 | $ 2,070,000 | $ 363,000 | $ 369,000 |
Employee benefit plans (Details
Employee benefit plans (Details Narrative) | Dec. 31, 2022 USD ($) |
Retirement Benefits [Abstract] | |
Accumulated benefit obligation | $ 11,665,000 |
Expected future contributions payable | $ 221,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock by Class (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Total share capital | $ 5,734,363 | $ 5,085,487 |
Total number of fully paid-in shares held as treasury shares | 457,264 | 7,201,664 |
Treasury share capital | $ 371,000 | $ 636,000 |
Common Shares - Class A | ||
Class of Stock [Line Items] | ||
Par value per share (in CHF) | $ 0.01 | $ 0.01 |
Share capital (in USD) | $ 400,186 | $ 400,186 |
Total number of authorized shares | 50,021,988 | 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 |
Common Shares - Class A | Articles of Association and Swiss Capital Categories | ||
Class of Stock [Line Items] | ||
Total number of authorized shares | 0 | 0 |
[custom:CommonStockConditionalShares-0] | 10,000,000 | 12,000,000 |
[custom:CommonStockFullyPaidInShares-0] | 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 |
Share capital (in USD) | $ 5,334,177 | $ 4,685,301 |
Total number of authorized shares | 177,419,580 | 138,058,468 |
Total number of fully paid-in issued shares(1) | 100,294,518 | 88,120,054 |
Total number of fully paid-in outstanding shares(1) | 99,837,254 | 80,918,390 |
Total number of fully paid-in shares held as treasury shares | 457,264 | 7,201,664 |
Treasury share capital | $ 371,000 | $ 636,000 |
Common Shares - Class B | Articles of Association and Swiss Capital Categories | ||
Class of Stock [Line Items] | ||
Total number of authorized shares | 25,000,000 | 18,469,207 |
[custom:CommonStockConditionalShares-0] | 52,100,000 | 31,469,207 |
[custom:CommonStockFullyPaidInShares-0] | 100,294,518 | 88,120,054 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income - Schedule of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | |||
Accumulated other comprehensive income | $ 1,407 | $ 6,940 | |
Total net foreign currency translation adjustments | (470) | (1,720) | |
Total change in unrealized gains related to available-for-sale debt securities | 0 | 1,965 | $ 5,385 |
Total defined benefit pension adjustment | 2,934 | 1,572 | |
Total reclassificaton adjustments | (338) | (7,350) | |
Total other comprehensive income/(loss), net | 4,528 | (5,533) | |
Total reclassification adjustment under ASC 830-30-40-1 | 2,402 | ||
Accumulated other comprehensive income | $ 5,935 | $ 1,407 | $ 6,940 |
Stockholders_ equity (Details N
Stockholders’ equity (Details Narrative) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Treasury shares, acquired | 135,360 | 28,668,037 |
Treasury stock, acquired, average purchase price | $ 0.74 | $ 0.07 |
Treasury shares, sold | 6,879,860 | 26,249,508 |
Treasury shares, sold, average sale price | $ 0.63 | $ 1.17 |
Common Shares - Class B | ||
Class of Stock [Line Items] | ||
Shares repurchased | 135,360 | |
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 (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 23,814 | $ 17,646 | $ 14,779 |
At One Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 23,305 | 17,474 | 14,604 |
Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 509 | 172 | 175 |
IoT | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 23,198 | 16,867 | 14,317 |
IoT | Secure Chips | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 23,198 | 16,867 | 14,317 |
IoT | At One Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 23,198 | 16,867 | 14,317 |
IoT | At One Point in Time | Secure Chips | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 23,198 | 16,867 | 14,317 |
mPKI | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 616 | 779 | 462 |
mPKI | Certificates | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 111 | 153 | 175 |
mPKI | Licenses and Integration | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 256 | 607 | 287 |
mPKI | SaaS, PCS and Hosting | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 249 | 19 | |
mPKI | At One Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 107 | 607 | 287 |
mPKI | At One Point in Time | Licenses and Integration | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 107 | 607 | 287 |
mPKI | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 509 | 172 | 175 |
mPKI | Over Time | Certificates | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 111 | 153 | $ 175 |
mPKI | Over Time | Licenses and Integration | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 149 | ||
mPKI | Over Time | SaaS, PCS and Hosting | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 249 | $ 19 |
Revenue - Schedule of Disaggr_2
Revenue - Schedule of Disaggregation of Revenue by Geographic Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 23,814 | $ 17,646 | $ 14,779 |
SWITZERLAND | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 1,004 | 1,002 | 592 |
Rest of EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 6,260 | 3,819 | 4,321 |
North America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 13,677 | 10,689 | 8,260 |
Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 2,745 | 2,062 | 1,526 |
Latin America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 128 | 74 | 80 |
IoT | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 23,198 | 16,867 | 14,317 |
IoT | SWITZERLAND | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 751 | 406 | 278 |
IoT | Rest of EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 6,026 | 3,721 | 4,228 |
IoT | North America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 13,609 | 10,631 | 8,217 |
IoT | Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 2,745 | 2,062 | 1,526 |
IoT | Latin America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 67 | 47 | 68 |
mPKI | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 616 | 779 | 462 |
mPKI | SWITZERLAND | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 253 | 596 | 314 |
mPKI | Rest of EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 234 | 98 | 93 |
mPKI | North America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 68 | 58 | 43 |
mPKI | Latin America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 61 | $ 27 | $ 12 |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Assets, Deferred Revenue and Contract Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Trade accounts receivables | ||
Total trade accounts receivables | $ 2,463 | $ 2,820 |
Total contract assets | 0 | 0 |
Contract liabilities - current | 105 | 128 |
Contract liabilities - noncurrent | 8 | 57 |
Total contract liabilities | 113 | 185 |
Deferred revenue | ||
Total deferred revenue | 197 | 192 |
Revenue from continuing operations recognized in the period from amounts included in the deferred revenue at the beginning of the year | 209 | 290 |
IoT | ||
Trade accounts receivables | ||
Total trade accounts receivables | 2,269 | 2,655 |
mPKI | ||
Trade accounts receivables | ||
Total trade accounts receivables | 194 | 165 |
Deferred revenue | ||
Total deferred revenue | $ 197 | $ 192 |
Revenue - Schedule of Remaining
Revenue - Schedule of Remaining Performance Obligations (Details) | Dec. 31, 2022 USD ($) |
Estimated remaining performance obligation | $ 310,000 |
Year 2023 | |
Estimated remaining performance obligation | 279,000 |
Year 2024 | |
Estimated remaining performance obligation | $ 31,000 |
Revenue (Details Narrative)
Revenue (Details Narrative) | Dec. 31, 2022 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 310,000 |
Other Operating Income - Schedu
Other Operating Income - Schedule of Other Operating Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |||
Accounts payable write-off | $ 1,899 | ||
Other operating income from related parties | 66 | 71 | 43 |
Other operating income - other | 108 | 112 | |
Total other operating income from continuing operations | $ 2,073 | $ 183 | $ 43 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Options Valuation Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||
Risk-free interest rate used (average) | 1% | 1% | 1% |
Expected market price volatility, minimum | 69.58% | 61.33% | 37.61% |
Expected market price volatility, maximum | 87.74% | 99.64% | 65.38% |
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 | 4 years 3 months 21 days | 3 years 5 months 4 days |
Common Shares - Class A | |||
Class of Stock [Line Items] | |||
Average remaining expected life of stock options on WIHN Class A Shares (years) | 2 years 4 months 24 days | 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, 2022 | Dec. 31, 2021 | |
Common Shares - Class B | ||
Class of Stock [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares, Beginning Balance | 116,666 | 133,333 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Option, Nonvested, Weighted Average Exercise Price, Beginning Balance | $ 1.28 | $ 1.20 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 4,054,980 | 2,029,821 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.17 | $ 0.95 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | (4,084,646) | (1,946,488) |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ 0.18 | $ 0.98 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested Options Forfeited, Number of Shares | (100,000) | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested Options Forfeited, Weighted Average Grant Date Fair Value | $ 1.05 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares, Ending Balance | 87,000 | 116,666 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Option, Nonvested, Weighted Average Exercise Price, Ending Balance | $ 0.75 | $ 1.28 |
Common Shares - Class A | ||
Class of Stock [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares, Beginning Balance | 0 | 0 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Option, Nonvested, Weighted Average Exercise Price, Beginning Balance | $ 0.19 | $ 0 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 9,818,000 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.19 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | (9,818,000) | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ 0.19 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares, Ending Balance | 0 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Option, Nonvested, Weighted Average Exercise Price, Ending Balance | $ 0.19 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Common Shares - Class B | |||
Class of Stock [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Beginning Balance | 3,811,644 | 2,096,330 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 0.71 | $ 1.48 | |
Weighted average remaining contractual term | 6 years 1 month 6 days | 5 years 3 months 10 days | 4 years 5 months 8 days |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ 2,468,898 | $ 554,377 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 3,694,978 | 1,962,997 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 0.69 | $ 1.57 | |
Weighted average remaining contractual term, vested | 6 years 1 month 9 days | 5 years 3 months | 4 years 3 months 21 days |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 2,455,994 | $ 329,716 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares, Beginning Balance | 116,666 | 133,333 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 4,054,980 | 2,029,821 | |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.05 | $ 0.15 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | (312,828) | (78,944) | |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0.05 | $ 0.05 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 39,661 | $ 61,125 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period | (112,000) | ||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 0.05 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Expirations in Period | (522,042) | (123,563) | |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ 4.36 | $ 4.79 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance | 7,031,754 | 3,811,644 | 2,096,330 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.06 | $ 0.71 | $ 1.48 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ 887,345 | $ 2,468,898 | $ 554,377 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 6,944,754 | 3,694,978 | 1,962,997 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 0.06 | $ 0.69 | $ 1.57 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 878,378 | $ 2,455,994 | $ 329,716 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares, Ending Balance | 87,000 | 116,666 | 133,333 |
Common Shares - Class A | |||
Class of Stock [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Beginning Balance | 9,818,000 | 0 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 0.01 | $ 0 | |
Weighted average remaining contractual term | 5 years 10 months 24 days | 6 years 10 months 24 days | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ 1,520,393 | $ 0 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 9,818,000 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 0.01 | ||
Weighted average remaining contractual term, vested | 5 years 10 months 24 days | 6 years 10 months 24 days | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 1,520,393 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares, Beginning Balance | 0 | 0 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 9,818,000 | ||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.01 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance | 9,818,000 | 9,818,000 | 0 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.01 | $ 0.01 | $ 0 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ 248,950 | $ 1,520,393 | $ 0 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 9,818,000 | 9,818,000 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 0.01 | $ 0.01 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 248,950 | $ 1,520,393 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares, Ending Balance | 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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based compensation expense | $ 744 | $ 3,783 | $ 393 |
Employee Stock Option Plans | |||
Share-based compensation expense | 743 | 3,761 | 363 |
Non-Employee Stock Option Agreements | |||
Share-based compensation expense | 1 | 22 | 30 |
Research & Development Expenses | |||
Share-based compensation expense | 177 | 485 | 6 |
Selling & Marketing Expenses | |||
Share-based compensation expense | 280 | 820 | 209 |
General & Administrative Expenses | |||
Share-based compensation expense | $ 287 | $ 2,478 | $ 178 |
Stock-based compensation (Detai
Stock-based compensation (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2011 | Dec. 31, 2007 | |
Class of Stock [Line Items] | |||||
Share-based compensation expense | $ 744,431 | ||||
Share-based compensation expense | 15,960,000 | $ 16,121,000 | $ 16,268,000 | ||
Unrecognized compensation expense | 30,226 | ||||
Nonemployees | |||||
Class of Stock [Line Items] | |||||
Share-based compensation expense | $ 691 | ||||
Employees | |||||
Class of Stock [Line Items] | |||||
Options, granted | 6,600 | 33,000 | 279,017 | ||
Stock options, vested date | July 1, 2023 | May 1, 2022 | |||
Employee Stock Option #2 | |||||
Class of Stock [Line Items] | |||||
Options, granted | 5,381 | ||||
Options, exercised | 5,381 | ||||
Employees #1 | |||||
Class of Stock [Line Items] | |||||
Options, granted | 16,667 | ||||
Stock options, vested date | November 10, 2021 | ||||
Employees #2 | |||||
Class of Stock [Line Items] | |||||
Options, granted | 6,600 | 33,000 | 16,666 | ||
Stock options, vested date | July 1, 2024 | May 1, 2023 | November 10, 2022 | ||
Employees #3 | |||||
Class of Stock [Line Items] | |||||
Options, granted | 6,800 | 34,000 | 33,334 | ||
Stock options, vested date | July 1, 2025 | 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 | |||||
Class of Stock [Line Items] | |||||
Options, granted | 6,521 | 23,042 | 33,563 | ||
Employees and Board Members | |||||
Class of Stock [Line Items] | |||||
Options, granted | 3,864,188 | 1,883,544 | |||
Share-based compensation expense | $ 743,740 | ||||
Employees and Board Members #2 | |||||
Class of Stock [Line Items] | |||||
Options, granted | 164,271 | 16,714 | |||
Options, exercised | 164,271 | 16,714 | |||
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 | 4,054,980 | 2,029,821 | 467,617 | ||
Options, exercise price | $ 0.06 | $ 0.71 | $ 1.48 | ||
Options, exercised | 312,828 | 78,944 | |||
Common Shares - Class A | |||||
Class of Stock [Line Items] | |||||
Stock options, number of allocated shares | 9,818,000 | ||||
Options, exercise price | $ 0.01 | $ 0.01 | $ 0 | ||
WISeKey SA | |||||
Class of Stock [Line Items] | |||||
Options, granted | 16,323 | ||||
Options, exercised | 16,323 | ||||
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |||
Foreign exchange gain | $ 3,813 | $ 2,379 | $ 839 |
Financial income | 9 | 8 | |
Interest income | 5 | 9 | 16 |
Other | 110 | 121 | 264 |
Total non-operating income from continuing operations | $ 3,937 | $ 2,509 | $ 1,127 |
Non-Operating Expenses - Schedu
Non-Operating Expenses - Schedule of Non-Operating Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Non-operating Expenses | |||
Foreign exchange losses | $ 3,618 | $ 2,146 | $ 2,195 |
Financial charges | 56 | 158 | 104 |
Interest expense | 565 | 893 | 685 |
Other components of defined benefit plans, net | 14 | (78) | 248 |
Impairment of equity securities at cost | 7,000 | ||
Accounts receivable write-off | 1,282 | ||
Other | 16 | 307 | 847 |
Total non-operating expenses from continuing operations | $ 5,551 | $ 3,426 | $ 11,079 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Income/(loss) before income tax from continuing operations | $ (13,045) | $ (23,459) | $ (28,898) |
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Income/(loss) before income tax from continuing operations | (3,269) | (8,703) | (6,621) |
Switzerland | |||
Operating Loss Carryforwards [Line Items] | |||
Income/(loss) before income tax from continuing operations | $ 16,314 | $ (14,756) | $ (22,277) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Foreign | $ (3,238) | $ 13 | $ 9 |
Income tax income / (expense) from continuing operations | 3,238 | (13) | (9) |
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Foreign | 3,238 | (13) | (9) |
Income tax income / (expense) from continuing operations | (3,238) | 13 | 9 |
Switzerland | |||
Operating Loss Carryforwards [Line Items] | |||
Foreign | 0 | 0 | 0 |
Income tax income / (expense) from continuing operations | $ 0 | $ 0 | $ 0 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Net income/(loss) from continuing operations before income tax | $ (13,045) | $ (23,459) | $ (28,898) |
Statutory tax rate | 14% | 14% | 14% |
Expected income tax (expense)/recovery | $ 1,825 | $ 3,282 | $ 4,043 |
Change in valuation allowance | (3,129) | (2,849) | (631) |
Change in tax loss carryforwards | 5,760 | (341) | (3,411) |
Add back loss carryforwards used for the debt remission by WISeKey Semiconductors SAS | 1,342 | ||
Permanent Difference | (2,560) | (105) | (10) |
Income tax income / (expense) from continuing operations | $ 3,238 | $ (13) | $ (9) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets/(liabilities) | $ 3,295 | $ 1 |
Stock-based compensation | 0 | 92 |
Defined benefit accrual | 161 | 748 |
Tax loss carry-forwards | 20,759 | 14,999 |
Add back loss carryforwards used for the debt remission by WISeKey Semiconductors SAS | 1,342 | |
Valuation allowance | (18,967) | (15,838) |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets/(liabilities) | 3,295 | 1 |
Switzerland | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets/(liabilities) | $ 0 | $ 0 |
Income Taxes - Schedule of Oper
Income Taxes - Schedule of Operating Loss Carryforward (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | $ 149,669 |
SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 130,075 |
Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 3,380 |
France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 14,396 |
UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 35 |
Saudi Arabia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 63 |
Gibraltar | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 4 |
India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 931 |
Vietnam | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 3 |
USA | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 782 |
Tax Year 2023 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 24,359 |
Tax Year 2023 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 9,710 |
Tax Year 2023 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 197 |
Tax Year 2023 | France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 14,396 |
Tax Year 2023 | UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 28 |
Tax Year 2023 | Saudi Arabia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 24 |
Tax Year 2023 | Gibraltar | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 4 |
Tax Year 2024 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 6,779 |
Tax Year 2024 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 5,594 |
Tax Year 2024 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 1,144 |
Tax Year 2024 | UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 2 |
Tax Year 2024 | Saudi Arabia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 39 |
Tax Year 2025 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 11,500 |
Tax Year 2025 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 10,248 |
Tax Year 2025 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 1,173 |
Tax Year 2025 | UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 1 |
Tax Year 2025 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 78 |
Tax Year 2026 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 6,361 |
Tax Year 2026 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 6,048 |
Tax Year 2026 | UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 1 |
Tax Year 2026 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 312 |
Tax Year 2027 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 21,166 |
Tax Year 2027 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 20,921 |
Tax Year 2027 | UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 2 |
Tax Year 2027 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 240 |
Tax Year 2027 | Vietnam | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 3 |
Tax Year 2028 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 25,950 |
Tax Year 2028 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 25,803 |
Tax Year 2028 | UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 1 |
Tax Year 2028 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 146 |
Tax Year 2029 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 51,823 |
Tax Year 2029 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 51,751 |
Tax Year 2029 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 72 |
Tax Year 2030 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 54 |
Tax Year 2030 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 54 |
Tax Year 2031 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 51 |
Tax Year 2031 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 22 |
Tax Year 2031 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 29 |
Tax Year 2032 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 43 |
Tax Year 2032 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 22 |
Tax Year 2032 | USA | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 21 |
Tax Year 2033 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 66 |
Tax Year 2033 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 66 |
Tax Year 2034 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 76 |
Tax Year 2034 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 76 |
Tax Year 2035 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 333 |
Tax Year 2035 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 86 |
Tax Year 2035 | USA | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 247 |
Tax Year 2036 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 176 |
Tax Year 2036 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 176 |
Tax Year 2037 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 257 |
Tax Year 2037 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 98 |
Tax Year 2037 | USA | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 159 |
Tax Year 2038 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 155 |
Tax Year 2038 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 155 |
Tax Year 2039 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 385 |
Tax Year 2039 | Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 165 |
Tax Year 2039 | USA | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 220 |
Tax Year 2040 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 90 |
Tax Year 2040 | USA | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 90 |
Tax Year 2042 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 45 |
Tax Year 2042 | USA | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | $ 45 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Examinations (Details) | 12 Months Ended |
Dec. 31, 2022 | |
SWITZERLAND | |
Tax years subject to examination | 2017 - 2022 |
USA | |
Tax years subject to examination | 2021 - 2022 |
France | |
Tax years subject to examination | 2020 - 2022 |
Spain | |
Tax years subject to examination | 2018 - 2022 |
Japan | |
Tax years subject to examination | 2022 |
Taiwan | |
Tax years subject to examination | 2022 |
India | |
Tax years subject to examination | 2022 |
GERMANY | |
Tax years subject to examination | 2021 - 2022 |
UK | |
Tax years subject to examination | 2017 - 2022 |
Saudi Arabia | |
Tax years subject to examination | 2022 |
Vietnam | |
Tax years subject to examination | 2022 |
Gibraltar | |
Tax years subject to examination | 2022 |
Income taxes (Details Narrative
Income taxes (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Income tax provision | $ (3,238,000) | $ 13,000 | $ 9,000 |
WISeKey Semiconductors SAS | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Income tax provision | $ 39,901 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Revenues from external customers | $ 23,814 | $ 17,646 | $ 14,779 |
Income tax income / (expense) from continuing operations | 3,238 | (13) | (9) |
Other significant non cash items | |||
Share-based compensation expense | 744 | 3,783 | 393 |
Gain on derivative liability | (44) | ||
Interest and amortization of debt discount and expense | 168 | 1,057 | 458 |
Segment assets | 82,858 | 100,787 | 51,358 |
IoT | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 23,198 | 16,867 | 14,317 |
Intersegment revenues | 0 | 128 | 0 |
Interest revenue | 10 | 1 | 8 |
Interest expense | 4 | 30 | 12 |
Depreciation and amortization | 408 | 470 | 1,501 |
Segment income /(loss) before income taxes | 4,589 | (1,302) | (2,038) |
Profit / (loss) from intersegment sales | 0 | 6 | 0 |
Income tax income / (expense) from continuing operations | 3,251 | 0 | 0 |
Other significant non cash items | |||
Share-based compensation expense | 0 | 0 | 0 |
Gain on derivative liability | 0 | 0 | 0 |
Interest and amortization of debt discount and expense | 0 | 0 | 0 |
Segment assets | 29,145 | 11,377 | 11,031 |
mPKI | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 616 | 779 | 462 |
Intersegment revenues | 1,931 | 2,506 | 6,786 |
Interest revenue | 5 | 54 | 59 |
Interest expense | 572 | 976 | 707 |
Depreciation and amortization | 104 | 94 | 91 |
Segment income /(loss) before income taxes | (17,542) | (22,032) | (26,537) |
Profit / (loss) from intersegment sales | 92 | 119 | 323 |
Income tax income / (expense) from continuing operations | (12) | (13) | (9) |
Other significant non cash items | |||
Share-based compensation expense | 744 | 3,783 | 393 |
Gain on derivative liability | 0 | 0 | 44 |
Interest and amortization of debt discount and expense | 168 | 1,057 | 458 |
Segment assets | 53,713 | 89,410 | 40,327 |
Total Segment Assets | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 23,814 | 17,646 | 14,779 |
Intersegment revenues | 1,931 | 2,634 | 6,786 |
Interest revenue | 15 | 55 | 67 |
Interest expense | 576 | 1,006 | 718 |
Depreciation and amortization | 512 | 564 | 1,592 |
Segment income /(loss) before income taxes | (12,953) | (23,334) | (28,575) |
Profit / (loss) from intersegment sales | 92 | 125 | 323 |
Income tax income / (expense) from continuing operations | 3,238 | (13) | (9) |
Other significant non cash items | |||
Share-based compensation expense | 744 | 3,783 | 393 |
Gain on derivative liability | 0 | 0 | 44 |
Interest and amortization of debt discount and expense | $ 168 | $ 1,057 | $ 458 |
Segment Information and Geogr_3
Segment Information and Geographic Data - Schedule of Reconciliation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 23,814 | $ 17,646 | $ 14,779 |
Loss before income taxes | (13,045) | (23,459) | (28,898) |
Reportable Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 25,745 | 20,280 | 21,565 |
Loss before income taxes | (12,953) | (23,334) | (28,575) |
Intersegment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | (1,931) | (2,634) | (6,786) |
Loss before income taxes | $ (92) | $ (125) | $ (323) |
Segment Information and Geogr_4
Segment Information and Geographic Data - Schedule of Reconciliation of Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Consolidated total assets | $ 49,496 | $ 88,805 |
Reportable Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Consolidated total assets | 82,858 | 100,787 |
Intersegment Receivables [Member] | ||
Segment Reporting Information [Line Items] | ||
Elimination of intersegment receivables | (6,112) | (10,253) |
Intersegment Investment and Goodwill | ||
Segment Reporting Information [Line Items] | ||
Elimination of intersegment investment and goodwill | (27,250) | (34,809) |
Held for Sale from Discontinued Operations | ||
Segment Reporting Information [Line Items] | ||
Total assets held for sale from discontinued operations | $ 33,080 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | $ 23,814 | $ 17,646 | $ 14,779 |
Property, plant and equipment net of accumulated depreciation | 842 | 573 | |
SWITZERLAND | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 1,004 | 1,002 | 592 |
Property, plant and equipment net of accumulated depreciation | 231 | 85 | |
Rest of EMEA | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 6,260 | 3,819 | 4,321 |
Property, plant and equipment net of accumulated depreciation | 608 | 481 | |
North America | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 13,677 | 10,689 | 8,260 |
Property, plant and equipment net of accumulated depreciation | 1 | 1 | |
Asia Pacific | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 2,745 | 2,062 | 1,526 |
Property, plant and equipment net of accumulated depreciation | 2 | 6 | |
Latin America | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | $ 128 | $ 74 | $ 80 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings per share from continuing operations | |||
Net gain / (loss) attributable to WISeKey International Holding AG (USD'000) | $ (27,475) | $ (20,340) | $ (28,659) |
Shares used in net gain / (loss) per share computation: | |||
Weighted average shares outstanding - basic | 112,402,975 | 71,642,457 | 42,785,300 |
Weighted average shares outstanding - diluted | 112,402,975 | ||
Net gain / (loss) per share | |||
Basic weighted average loss per share attributable to WIHN (USD) | $ (0.24) | $ (0.28) | $ (0.67) |
Diluted weighted average loss per share attributable to WIHN (USD) | $ (0.24) | $ (0.28) | $ (0.67) |
Earnings_(Loss) Per Share - S_2
Earnings/(Loss) Per Share - Schedule of Anti-Dilutive Excluded from Computation (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total number of shares from dilutive vehicles with anti-dilutive effect | 15,449,092 | 17,926,891 | 21,703,150 |
Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total number of shares from dilutive vehicles with anti-dilutive effect | 6,762,559 | 3,171,936 | 1,333,434 |
Convertible Instruments | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total number of shares from dilutive vehicles with anti-dilutive effect | 8,686,533 | 14,754,955 | 20,369,716 |
Related Parties Disclosure - Sc
Related Parties Disclosure - Schedule of Subsidiary/Parent Ownership Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
WISeKey SA | ||
Related Party Transaction [Line Items] | ||
Country of incorporation | Switzerland | |
Year of incorporation | 1999 | |
Share capital | $ 933,436 | |
% ownership | 95.75% | 95.75% |
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 | |
Share capital | $ 1,298,162 | |
% ownership | 100% | 100% |
Nature of business | Chip manufacturing, sales & distribution | |
WiseTrust SA | ||
Related Party Transaction [Line Items] | ||
Country of incorporation | Switzerland | |
Year of incorporation | 1999 | |
Share capital | $ 680,000 | |
% ownership | 100% | 100% |
Nature of business | Non-operating investment company | |
WISeKey ELA SL | ||
Related Party Transaction [Line Items] | ||
Country of incorporation | Spain | |
Year of incorporation | 2006 | |
Share capital | $ 4,000,000 | |
% ownership | 100% | 100% |
Nature of business | Sales & support | |
WISeKey SAARC Ltd. | ||
Related Party Transaction [Line Items] | ||
Country of incorporation | U.K. | |
Year of incorporation | 2016 | |
Share capital | $ 100,000 | |
% ownership | 51% | 51% |
Nature of business | Non trading | |
WISeKey USA Inc | ||
Related Party Transaction [Line Items] | ||
Country of incorporation | U.S.A | |
Year of incorporation | 2006 | |
Share capital | $ 6,500 | |
% ownership | 100% | 100% |
Nature of business | Sales & support | |
WISeKey India Private Ltd | ||
Related Party Transaction [Line Items] | ||
Country of incorporation | India | |
Year of incorporation | 2016 | |
Share capital | $ 1,000,000 | |
% ownership | 45.90% | 45.90% |
Nature of business | Sales & support | |
WISeKey IoT Japan KK | ||
Related Party Transaction [Line Items] | ||
Country of incorporation | Japan | |
Year of incorporation | 2017 | |
Share capital | $ 1,000,000 | |
% ownership | 100% | 100% |
Nature of business | Sales & distribution | |
WISeKey IoT Taiwan | ||
Related Party Transaction [Line Items] | ||
Country of incorporation | Taiwan | |
Year of incorporation | 2017 | |
Share capital | $ 100,000 | |
% ownership | 100% | 100% |
Nature of business | Sales & distribution | |
WISeCoin AG | ||
Related Party Transaction [Line Items] | ||
Country of incorporation | Switzerland | |
Year of incorporation | 2018 | |
Share capital | $ 100,000 | |
% ownership | 90% | 90% |
Nature of business | Sales & distribution | |
WISeKey Equities AG | ||
Related Party Transaction [Line Items] | ||
Country of incorporation | Switzerland | |
Year of incorporation | 2018 | |
Share capital | $ 100,000 | |
% ownership | 100% | 100% |
Nature of business | Financing, Sales & distribution | |
WISeKey Semiconductors GmbH | ||
Related Party Transaction [Line Items] | ||
Country of incorporation | Germany | |
Year of incorporation | 2019 | |
Share capital | $ 25,000 | |
% ownership | 100% | 100% |
Nature of business | Sales & distribution | |
WISeKey Arabia - Information Technology Ltd | ||
Related Party Transaction [Line Items] | ||
Country of incorporation | Saudi Arabia | |
Year of incorporation | 2019 | |
Share capital | $ 200,000 | |
% ownership | 51% | 51% |
Nature of business | Sales & distribution | |
WISe.Art AG | ||
Related Party Transaction [Line Items] | ||
Country of incorporation | Switzerland | |
Year of incorporation | 2020 | |
Share capital | $ 100,000 | |
% ownership | 100% | 100% |
Nature of business | Sales & distribution | |
WISeKey Vietnam Ltd | ||
Related Party Transaction [Line Items] | ||
Country of incorporation | Vietnam | |
Year of incorporation | 2021 | |
Share capital | $ 689,400,000 | |
% ownership | 95.75% | 95.75% |
Nature of business | R&D | |
SEALSQ Corp. | ||
Related Party Transaction [Line Items] | ||
Country of incorporation | British Virgin Islands | |
Year of incorporation | 2022 | |
Share capital | $ 100 | |
% ownership | 100% | |
Nature of business | Sales & support | |
WISeKey (Gibraltar) Limited | ||
Related Party Transaction [Line Items] | ||
Country of incorporation | Gibraltar | |
Year of incorporation | 2022 | |
Share capital | $ 100 | |
% ownership | 100% | |
Nature of business | Sales & support | |
Trust Protocol Association | ||
Related Party Transaction [Line Items] | ||
Country of incorporation | Switzerland | |
Year of incorporation | 2019 | |
% ownership | 100% | 100% |
Nature of business | Association cofounded by WISeKey Equities AG involved in Internet security |
Related Parties Disclosure - _2
Related Parties Disclosure - Schedule of Related Party Transactions (Details) | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 CHF (SFr) | Dec. 31, 2021 EUR (€) | |
Related Party Transaction [Line Items] | |||||
Payables | $ 496,000 | $ 5,470,000 | |||
Net expenses | 983,000 | 1,136,000 | $ 968,000 | ||
Receivables | 171,000 | 129,000 | |||
Net income | 157,000 | 71,000 | 32,000 | ||
Carlos Moreira | |||||
Related Party Transaction [Line Items] | |||||
Payables | 353,000 | 2,802,000 | SFr 326,014 | ||
Philippe Doubre | |||||
Related Party Transaction [Line Items] | |||||
Net expenses | 63,000 | 179,000 | 86,000 | ||
David Fergusson | |||||
Related Party Transaction [Line Items] | |||||
Net expenses | 68,000 | 78,000 | 119,000 | ||
Eric Pellaton | |||||
Related Party Transaction [Line Items] | |||||
Net expenses | 87,000 | 92,000 | 42,000 | ||
Jean Philippe Ladisa | |||||
Related Party Transaction [Line Items] | |||||
Net expenses | 53,000 | 68,000 | 61,000 | ||
Maria Pia Aqueveque Jabbaz | |||||
Related Party Transaction [Line Items] | |||||
Net expenses | 34,000 | 2,000 | 1,000 | ||
Cristina Dolan | |||||
Related Party Transaction [Line Items] | |||||
Net expenses | 67,000 | 1,000 | |||
Hans-Christian Boos | |||||
Related Party Transaction [Line Items] | |||||
Payables | 2,395,219 | € 2,105,407 | |||
Net expenses | 158,000 | 125,000 | |||
Juan Hernandez Zayas | |||||
Related Party Transaction [Line Items] | |||||
Net expenses | 52,000 | ||||
Nicolas Ramseier | |||||
Related Party Transaction [Line Items] | |||||
Net expenses | 1,000 | ||||
Philippe Gerwill | |||||
Related Party Transaction [Line Items] | |||||
Net expenses | 10,000 | ||||
Geoffrey Lipman | |||||
Related Party Transaction [Line Items] | |||||
Net expenses | 8,000 | ||||
Don Tapscott | |||||
Related Party Transaction [Line Items] | |||||
Net expenses | 8,000 | ||||
OISTE | |||||
Related Party Transaction [Line Items] | |||||
Payables | 70,000 | 189,000 | SFr 64,620 | ||
Net expenses | 252,000 | 350,000 | 374,000 | ||
Receivables | 171,000 | 129,000 | |||
Net income | 157,000 | 71,000 | 32,000 | ||
Terra Vetures Inc. | |||||
Related Party Transaction [Line Items] | |||||
Payables | 30,000 | 33,000 | |||
GSP Holdings Ltd | |||||
Related Party Transaction [Line Items] | |||||
Payables | 13,000 | 17,000 | |||
SAI LLC (SBT Ventures) | |||||
Related Party Transaction [Line Items] | |||||
Payables | 30,000 | 34,000 | |||
Related Parties of Carlos Moreira | |||||
Related Party Transaction [Line Items] | |||||
Net expenses | $ 200,000 | $ 224,000 | $ 223,000 |
Related parties disclosure (Det
Related parties disclosure (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||||
Jun. 24, 2022 USD ($) | Jun. 24, 2022 EUR (€) | May 27, 2020 EUR (€) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 CHF (SFr) | Dec. 31, 2021 EUR (€) | |
Related Party Transaction [Line Items] | ||||||||
Payables | $ | $ 496,000 | $ 5,470,000 | ||||||
Repayment of debt | $ | 2,246,000 | 5,276,000 | $ 2,344,000 | |||||
Carlos Moreira | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payables | $ 353,000 | 2,802,000 | SFr 326,014 | |||||
arago GmbH | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from related party debt | € | € 1,918,047 | |||||||
Hans-Christian Boos | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payables | $ 2,395,219 | € 2,105,407 | ||||||
Repayment of debt | € | € 158,137 | |||||||
Interest expense | $ 69,109 | € 63,162 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||||||
Jan. 31, 2023 USD ($) shares | Jan. 19, 2023 CHF (SFr) | Jun. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 CHF (SFr) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2021 CHF (SFr) shares | Dec. 31, 2020 USD ($) shares | Jan. 24, 2023 USD ($) | Jun. 29, 2021 USD ($) | |
Subsequent Event [Line Items] | ||||||||||
Proceeds from convertible debt | $ 4,820,000 | $ 44,362,000 | $ 22,053,000 | |||||||
Employees | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Options, granted | shares | 6,600 | 6,600 | 33,000 | 33,000 | 279,017 | |||||
the "Anson Facility" | Convertible Debt | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Convertible debt | $ 22,000,000 | |||||||||
Proceeds from convertible debt | $ 11,000,000 | |||||||||
Conversion of debt | $ 9,800,000 | |||||||||
Conversion of debt, shares issued | shares | 14,351,699 | 14,351,699 | 8,228,262 | 8,228,262 | ||||||
the "L1 Facility" | Convertible Debt | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Convertible debt | $ 1,266,529 | $ 22,000,000 | ||||||||
Proceeds from convertible debt | $ 11,000,000 | |||||||||
Line of Credit | UBS SA "Covid Loans" | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Repayment of lines of credit | SFr | SFr 83,800 | SFr 70,000 | ||||||||
Subsequent Events | Employees | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Options, granted | shares | 268,535 | |||||||||
Subsequent Events | Anson Facility "Second Amendment" | Convertible Debt | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Aggregate amount of loan | $ 5,500,000 | |||||||||
Proceeds from convertible debt | $ 1,500,000 | |||||||||
Subsequent Events | the "Anson Facility" | Convertible Debt | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Convertible debt | $ 22,000,000 | |||||||||
Conversion of debt | $ 500,000 | |||||||||
Conversion of debt, shares issued | shares | 2,599,620 | |||||||||
Subsequent Events | the "L1 Facility" | Convertible Debt | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion of debt | $ 900,000 | |||||||||
Conversion of debt, shares issued | shares | 5,700,622 | |||||||||
Subsequent Events | Line of Credit | UBS SA "Covid Loans" | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Repayment of lines of credit | SFr | SFr 185,800 |