Cover
Cover | 12 Months Ended |
Dec. 31, 2023 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, 2023 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2023 |
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 half a |
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 |
Document Financial Statement Error Correction [Flag] | false |
Auditor Name | BDO AG |
Auditor Location | Zurich, Switzerland |
Auditor Firm ID | 5988 |
Common Stock Class A | |
Entity Addresses [Line Items] | |
Entity Common Stock, Shares Outstanding | 1,600,880 |
Common Stock Class B | |
Entity Addresses [Line Items] | |
Entity Common Stock, Shares Outstanding | 2,954,097 |
Business Contact [Member] | |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net sales | $ 30,918 | $ 23,814 | $ 17,646 |
Cost of sales | (15,754) | (13,588) | (9,893) |
Depreciation of production assets | (420) | (132) | (301) |
Gross profit | 14,744 | 10,094 | 7,452 |
Other operating income | 167 | 2,073 | 183 |
Research & development expenses | (4,398) | (3,862) | (5,618) |
Selling & marketing expenses | (6,523) | (7,275) | (9,111) |
General & administrative expenses | (17,290) | (11,466) | (14,066) |
Total operating expenses | (28,044) | (20,530) | (28,612) |
Operating loss | (13,300) | (10,436) | (21,160) |
Non-operating income | 2,374 | 3,937 | 2,509 |
Debt conversion expense | (562) | (827) | (325) |
Interest and amortization of debt discount | (624) | (168) | (1,057) |
Non-operating expenses | (3,107) | (5,551) | (3,426) |
Loss before income tax expense | (15,219) | (13,045) | (23,459) |
Income tax income / (expense) | (230) | 3,238 | (13) |
Loss from continuing operations, net | (15,449) | (9,807) | (23,472) |
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) | ||
Income / (loss) on discontinued operations | (19,448) | (622) | |
Net income / (loss) | (15,449) | (29,255) | (24,094) |
Net income / (loss) attributable to noncontrolling interests | (89) | (1,780) | (3,754) |
Net income / (loss) attributable to WISeKey International Holding Ltd | (15,360) | (27,475) | (20,340) |
Other comprehensive income / (loss), net of tax: | |||
Foreign currency translation adjustments | (842) | (1,434) | (1,534) |
Change in unrealized gains related to available-for-sale debt securities | 0 | 0 | 1,965 |
Reclassifications out of the OCI arising during period | 1,156 | ||
Net gain (loss) arising during period | (1,151) | 2,934 | 1,572 |
Reclassification adjustments | (7,350) | ||
Other comprehensive income / (loss) | (1,993) | 2,656 | (5,347) |
Comprehensive income / (loss) | (17,442) | (26,599) | (29,441) |
Other comprehensive income / (loss) attributable to noncontrolling interests | (99) | (964) | 187 |
Other comprehensive income / (loss) attributable to WISeKey International Holding Ltd | (1,894) | 3,620 | (5,534) |
Comprehensive income / (loss) attributable to noncontrolling interests | (188) | (2,744) | (3,567) |
Comprehensive income / (loss) attributable to WISeKey International Holding Ltd | $ (17,254) | $ (23,855) | $ (25,874) |
Common Stock Class A | |||
Discontinued operations: | |||
Earnings per Class B Share from continuing operations - Basic | $ (0.50) | $ (0.44) | $ (1.64) |
Earnings per Class B Share from continuing operations - Diluted | (0.50) | (0.44) | (1.64) |
Earnings per Class B Share from discontinued operations - Basic | (0.87) | (0.04) | |
Earnings per Class B Share from discontinued operations - Diluted | (0.87) | (0.04) | |
Earnings per Class B Share attributable to WISeKey International Holding Ltd - Basic | (0.51) | (1.22) | (1.42) |
Earnings per Class B Share attributable to WISeKey International Holding Ltd - Diluted | (0.51) | (1.22) | (1.42) |
Common Stock Class B | |||
Discontinued operations: | |||
Earnings per Class B Share from continuing operations - Basic | (5.01) | (4.36) | (16.38) |
Earnings per Class B Share from continuing operations - Diluted | (5.01) | (4.36) | (16.38) |
Earnings per Class B Share from discontinued operations - Basic | (8.65) | (0.44) | |
Earnings per Class B Share from discontinued operations - Diluted | (8.65) | (0.44) | |
Earnings per Class B Share attributable to WISeKey International Holding Ltd - Basic | (5.06) | (12.22) | (14.20) |
Earnings per Class B Share attributable to WISeKey International Holding Ltd - Diluted | $ (5.06) | $ (12.22) | $ (14.20) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 15,311 | $ 20,706 |
Restricted cash, current | 108 | |
Accounts receivable, net of allowance for credit losses | 5,471 | 2,573 |
Notes receivable, current | 63 | 67 |
Inventories | 5,230 | 7,510 |
Prepaid expenses | 1,290 | 831 |
Government assistance | 1,718 | 692 |
Other current assets | 1,008 | 1,380 |
Total current assets | 30,091 | 33,867 |
Noncurrent assets | ||
Notes receivable from related parties, noncurrent | 64 | |
Deferred income tax assets | 3,077 | 3,295 |
Deferred tax credits | 15 | 2 |
Property, plant and equipment net of accumulated depreciation | 3,392 | 842 |
Intangible assets, net of accumulated amortization | 96 | 98 |
Operating lease right-of-use assets | 2,052 | 2,289 |
Goodwill | 8,317 | 8,317 |
Equity securities, at cost | 486 | 472 |
Equity securities, at fair value | 1 | |
Other noncurrent assets | 275 | 249 |
Total noncurrent assets | 17,710 | 15,629 |
TOTAL ASSETS | 47,801 | 49,496 |
Current Liabilities | ||
Accounts payable | 12,863 | 13,401 |
Notes payable | 4,164 | 4,196 |
Convertible note payable, current | 190 | |
Deferred revenue, current | 217 | 174 |
Current portion of obligations under operating lease liabilities | 638 | 592 |
Income tax payable | 4 | 57 |
Other current liabilities | 832 | 409 |
Total current liabilities | 18,908 | 18,829 |
Noncurrent liabilities | ||
Bonds, mortgages and other long-term debt | 1,820 | 1,850 |
Convertible note payable, noncurrent | 1,519 | 1,267 |
Deferred revenue, noncurrent | 24 | 23 |
Operating lease liabilities, noncurrent | 1,443 | 1,727 |
Employee benefit plan obligation | 3,001 | 1,759 |
Other deferred tax liabilities | 0 | 8 |
Other noncurrent liabilities | 2 | 8 |
Total noncurrent liabilities | 7,809 | 6,642 |
TOTAL LIABILITIES | 26,717 | 25,471 |
SHAREHOLDERS' EQUITY | ||
Treasury stock, at cost (122,053 and 9,145 shares held) | (691) | (371) |
Additional paid-in capital | 295,716 | 280,597 |
Accumulated other comprehensive income / (loss) | 4,041 | 5,935 |
Accumulated deficit | (280,961) | (265,635) |
Total shareholders' equity attributable to WISeKey shareholders | 26,675 | 26,260 |
Noncontrolling interests in consolidated subsidiaries | (5,591) | (2,235) |
Total shareholders' equity | 21,084 | 24,025 |
TOTAL LIABILITIES AND EQUITY | 47,801 | 49,496 |
Common Stock Class A | ||
SHAREHOLDERS' EQUITY | ||
Common stock | 400 | 400 |
Common Stock Class B | ||
SHAREHOLDERS' EQUITY | ||
Common stock | 8,170 | 5,334 |
Treasury stock, at cost (122,053 and 9,145 shares held) | $ (691) | $ (371) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Treasury stock | 122,053 | 9,145 |
Common Stock Class A | ||
Common stock, par value | $ 0.25 | $ 0.25 |
Common stock, shares authorized | 2,000,880 | 2,000,880 |
Common stock, shares issued | 1,600,880 | 1,600,880 |
Common stock, shares outstanding | 1,600,880 | 1,600,880 |
Common Stock Class B | ||
Common stock, par value | $ 2.50 | $ 2.50 |
Common stock, shares authorized | 6,194,267 | 3,548,392 |
Common stock, shares issued | 3,076,150 | 2,005,890 |
Common stock, shares outstanding | 2,954,097 | 1,996,745 |
Treasury stock | 122,053 | 9,145 |
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 Shares | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income/(Loss) | Total Stockholders' Equity | Noncontrolling Interests | Total |
As at December 31, 2022 at Dec. 31, 2021 | $ 400 | $ 4,685 | $ 5,085 | $ (636) | $ 268,199 | $ (238,160) | $ 1,407 | $ 35,895 | $ 5,484 | $ 41,379 |
Beginning balance, shares at Dec. 31, 2021 | 1,600,880 | 1,762,401 | ||||||||
Common stock issued1 | $ 0 | $ 0 | 0 | 0 | (80) | 0 | 0 | (80) | 0 | (80) |
Options exercised | $ 0 | $ 9 | 9 | 0 | 16 | 0 | 0 | 25 | 0 | 25 |
Options exercised, shares | 3,439 | |||||||||
Stock-based compensation | $ 0 | $ 0 | 0 | 0 | 744 | 0 | 0 | 744 | 0 | 744 |
L1 Facility | 0 | $ 197 | 197 | 175 | 5,424 | 0 | 0 | 5,796 | 0 | 5,796 |
L1 Facility, shares | 73,572 | |||||||||
Anson Facility | 0 | $ 443 | 443 | 193 | 5,783 | 0 | 0 | 6,419 | 0 | 6,419 |
Anson Facility, shares | 166,478 | |||||||||
Production capacity investment loan | 511 | 511 | 511 | |||||||
NCI cancellation TrusteCoin | 8 | 8 | ||||||||
Disposal of Arago entities | 908 | 908 | (4,983) | (4,075) | ||||||
Share buyback program | 0 | 0 | 0 | (103) | 0 | 0 | 0 | (103) | 0 | (103) |
Net income | 0 | 0 | 0 | 0 | 0 | (27,475) | 0 | (27,475) | (1,780) | (29,255) |
Other comprehensive income / (loss) | 0 | 0 | 0 | 0 | 0 | 0 | 3,620 | 3,620 | (964) | 2,656 |
As at December 31, 2023 at Dec. 31, 2022 | $ 400 | $ 5,334 | 5,734 | (371) | 280,597 | (265,635) | 5,935 | 26,260 | (2,235) | 24,025 |
Beginning balance, shares at Dec. 31, 2022 | 1,600,880 | 2,005,890 | ||||||||
Common stock issued1 | $ 0 | $ 0 | 0 | 0 | (41) | 0 | 0 | (41) | 0 | (41) |
Options exercised | 0 | $ 38 | 38 | 0 | (9) | 0 | 0 | 29 | 0 | 29 |
Options exercised, shares | 13,878 | |||||||||
Stock-based compensation | 0 | $ 0 | 0 | 0 | 178 | 0 | 0 | 178 | 0 | 178 |
L1 Facility | 0 | $ 1,492 | 1,492 | 87 | 6,361 | 0 | 0 | 7,940 | (1,576) | 6,364 |
L1 Facility, shares | 578,481 | |||||||||
Anson Facility | 0 | $ 486 | 486 | 414 | 8,630 | 0 | 0 | 9,530 | (1,558) | 7,972 |
Anson Facility, shares | 177,900 | |||||||||
Net income | 0 | $ 0 | 0 | 0 | 0 | (15,360) | 0 | (15,360) | (89) | (15,449) |
Other comprehensive income / (loss) | 0 | $ 0 | 0 | 0 | 0 | 0 | (1,894) | (1,894) | (99) | (1,993) |
Common stock issued, shares | 1 | |||||||||
Changes in treasury shares | 0 | $ 820 | 820 | (821) | 0 | 0 | 0 | (1) | 0 | (1) |
Changes in treasury shares, shares | 300,000 | |||||||||
Dividend in kind | 34 | 34 | (34) | |||||||
As at December 31, 2023 at Dec. 31, 2023 | $ 400 | $ 8,170 | $ 8,570 | $ (691) | $ 295,716 | $ (280,961) | $ 4,041 | $ 26,675 | $ (5,591) | $ 21,084 |
Beginning balance, shares at Dec. 31, 2023 | 1,600,800 | 3,076,150 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from operating activities: | |||
Net Income (loss) | $ (15,449) | $ (29,255) | $ (24,094) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Depreciation of property, plant & equipment | 624 | 446 | 513 |
Amortization of intangible assets | 1 | 156 | 481 |
Write-off loss / (gain) | (48) | 1,333 | |
Debt conversion expense | 562 | 827 | 325 |
Interest and amortization of debt discount | 624 | 168 | 1,057 |
Stock-based compensation | 178 | 744 | 3,783 |
Bad debt expense | 36 | 4 | 18 |
Inventory valuation allowance | 594 | 554 | 0 |
Increase (decrease) in defined benefit pension liability, net of unrealized gains and losses | 232 | 13 | (570) |
Income tax expense / (recovery) net of cash paid | 222 | (3,268) | (131) |
Other non cash expenses /(income) | |||
Expenses settled in equity | 214 | 85 | 146 |
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 | (518) | 1,378 | 172 |
Other | 409 | 300 | |
Changes in operating assets and liabilities, net of effects of businesses acquired | |||
Decrease (increase) in accounts receivables | (2,898) | 227 | 207 |
Decrease (increase) in inventories | 2,319 | (5,354) | (236) |
Decrease (increase) in government assistance | (1,069) | 154 | 464 |
Decrease (increase) in other current assets and prepaids, net | (21) | (621) | 737 |
Decrease (increase) in other noncurrent assets, net | (26) | 8 | 1,805 |
Increase (decrease) in accounts payable | (538) | 137 | 2,061 |
Increase (decrease) in deferred revenue, current | 43 | (34) | (723) |
Increase (decrease) in income taxes payable | (53) | 45 | 8 |
Increase (decrease) in other current liabilities | 360 | 210 | (2,370) |
Increase (decrease) in deferred revenue, noncurrent | 2 | (77) | 81 |
Increase (decrease) in other noncurrent liabilities | (6) | (50) | (272) |
Net cash provided by (used in) operating activities | (14,206) | (17,144) | (21,791) |
Cash Flows from investing activities: | |||
Sale / (acquisition) of equity securities | (476) | ||
Sale / (acquisition) of property, plant and equipment | (3,021) | (303) | (36) |
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) | ||
Net cash provided by (used in) investing activities | (3,021) | (484) | (2,525) |
Cash Flows from financing activities: | |||
Proceeds from options exercises | 28 | 16 | 4 |
Proceeds from issuance of Common Stock | 226 | ||
Proceeds from convertible loan issuance | 12,990 | 4,820 | 44,362 |
Proceeds from debt | 2,000 | ||
Repayments of debt | (276) | (2,246) | (5,276) |
Payments of debt issue costs | (890) | (303) | (2,341) |
Repurchase of treasury shares | (2) | (102) | |
Net cash provided by (used in) financing activities | 11,850 | 4,185 | 36,975 |
Effect of exchange rate changes on cash and cash equivalents | (126) | (102) | (63) |
Cash and cash equivalents and restricted cash | |||
Net increase (decrease) during the period | (5,503) | (13,545) | 12,596 |
Balance, beginning of period | 20,814 | 34,359 | 21,763 |
Balance, end of period | 15,311 | 20,814 | 34,359 |
Reconciliation to balance sheet | |||
Cash and cash equivalents | 15,311 | 20,706 | 34,201 |
Restricted cash, current | 108 | 110 | |
Cash and cash equivalents from discontinued operations | 48 | ||
Supplemental cash flow information | |||
Cash paid for interest, net of amounts capitalized | 53 | 409 | |
Cash paid for incomes taxes | 8 | 6 | |
Noncash conversion of convertible loans into common stock | 12,875 | 13,800 | 43,704 |
Net effects of business acquired and disposed of (noncash) | 2,831 | ||
Purchase of equity securities | 476 | ||
ROU assets obtained from operating lease | $ 66 | $ 29 | $ 2,375 |
The WISeKey Group
The WISeKey Group | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The WISeKey Group | Note 1. The WISeKey Group WISeKey International Holding Ltd, together with its consolidated subsidiaries (“ WISeKey Company Group WISeKey Group The Group develops, markets, hosts and supports a range of solutions that enable the secure digital identification of people, content and objects, by generating digital identities that enable its clients to monetize their existing user bases and at the same time, expand its own eco-system. WISeKey generates digital identities from its current products and services in Cybersecurity Services, IoT (Internet of Things), Digital Brand Management and Mobile Security. In the first half of 2022, the Group decided to divest its Artificial Intelligence (“AI”) segment and sell arago GmbH in order to refocus on its core operations. 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, 2023 | |
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 13.3 11.2 On July 11, 2023, the Group entered into a Securities Purchase Agreement with L1 Capital Global Opportunities Master Fund (“ L1 Anson Subsequent Event After December 31, 2023, the Group signed two amendments to the Securities Purchase Agreement, providing for up to three additional funding tranches. The second tranche for an aggregate amount of USD 10 10 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, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | Note 3. Basis of presentation The consolidated financial statements are prepared in accordance with the Generally Accepted Accounting Principles in the United States of America (“ US GAAP USD Reverse stock split On June 29, 2023, after market close, the Group effected a reverse stock split of WISeKey’s common stock (the “ Reverse Stock Split - Class A shares, par value CHF 0.01 per share at a ratio of one-for-twenty-five - Class B shares, par value CHF 0.05 per share at a ratio of one-for-fifty The Group’s common stock began trading on a split-adjusted basis on June 30, 2023. Where the Reverse Stock Split of Class B shares resulted in fractions of ‘new’ Class B shares for the individual shareholder, the resulting fractions in new Class B shares were rounded down to the next whole number of ‘new’ Class B shares and shareholders were compensated for the remaining fractions in cash at a fixed price of CHF 8.735 per ‘new’ Class B share corresponding to a three-day volume-weighted average price of the WISeKey Class B Shares on the SIX Swiss Exchange prior to the ex-date of the Reverse Stock Split. WISeKey paid a total amount of CHF 1,747 (USD 1,952) in compensation for fractions. All share, warrant and options numbers, as well as share and per share amounts in the consolidated financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Split. Spin-off On April 27, 2023, the shareholders approved the partial spin-off of the Group’s IoT Semiconductors Vertical into a publicly traded company, SEALSQ Corp (“ SEALSQ As a result of the spin-off of SEALSQ Corp, the Group distributed net negative assets of USD 34,209 The results of operations of SEALSQ Corp are included in the continuing operations of the IoT operating segment for all periods presented and, from the date of the distribution, the consolidated comprehensive results of SEALSQ Corp are attributed to owners of the Group and to the noncontrolling interests in proportion to their relative ownership interests. The assets and liabilities of SEALSQ Corp are consolidated in the Group’s financial statements. Intercompany income and expenses, including unrealized gross profits from internal group transactions and intercompany receivables, payables and loans have been eliminated. Earnings per share The Company’s share capital is divided into WIHN Class B Shares, par value CHF 2.50 0.25 Historically, basic earnings per share were calculated using WISeKey International Holding Ltd’s weighted-average outstanding WIHN Class B Shares. When the effects are not antidilutive, diluted earnings per share were calculated using the weighted-average outstanding WIHN Class B Shares and the dilutive effect of stock options as determined under the treasury stock method. The Company had assessed that the other class of shares, the non-listed WIHN Class A Shares, were not eligible for dividend and, as a result, did not apply the two-class method required for companies with multiple classes of common stock. However, in the course of 2023, the dividend in kind voted by the board of directors was distributed to both shareholders of WIHN Class B Shares and WIHN Class A Shares. We have therefore amended our presentation of earnings per share to show the allocation between both classes of shares. As a result of this assessment, basic earnings per share are calculated using the two-class method required for companies with multiple classes of common stock. The two-class method determines net earnings per common share for each class of common stock according to dividends declared or accumulated and participation rights in distributed and undistributed earnings or losses. The two-class method requires income available to common stockholders for the period to be allocated between each class of common stock based upon their respective rights to receive dividends as if all income for the period had been distributed. For WISeKey, the dividend rights of the holders of WIHN Class A Shares and WIHN Class B Shares (collectively, the “common stock”) differ. Dividend rights are proportionate to the nominal value of each class of shares. The dividend rights of a WIHN Class B Share with a nominal value of CHF 2.50 0.25 Below is a summary of the impact of the change in policy on the previous years’ presentation of earnings per share. Basis of Presentation - Earnings Per Share - Prior Period Adjustments Previously Reported 12 months ended December 31, 12 months ended December 31, Restated Amount 2022 2021 2022 2021 USD As previously reported Restated amount Earnings per Class A Share Earnings per Class A Share from continuing operations Basic - - (0.44 ) (1.64 ) Diluted - - (0.44 ) (1.64 ) Earnings per Class A Share from discontinued operations Basic - - (0.87 ) (0.04 ) Diluted - - (0.87 ) (0.04 ) Earning per Class A Share attributable to WISeKey International Holding Ltd Basic - - (1.22 ) (1.42 ) Diluted - - (1.22 ) (1.42 ) Earnings per Class B Share Earnings per Class B Share from continuing operations Basic (4.50 ) (16.5 ) (4.36 ) (16.38 ) Diluted (4.50 ) (16.5 ) (4.36 ) (16.38 ) Earnings per Class B Share from discontinued operations Basic (8.50 ) (0.50 ) (8.65 ) (0.44 ) Diluted (8.50 ) (0.50 ) (8.65 ) (0.44 ) Earning per Class B Share attributable to WISeKey International Holding Ltd Basic (12.00 ) (14.00 ) (12.22 ) (14.20 ) Diluted (12.00 ) (14.00 ) (12.22 ) (14.20 ) |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2023 | |
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. Our most critical accounting estimates include: - Inventory Valuation (see Note 10) - Recoverability of deferred tax assets (see Note 32) - Revenue recognition (see Note 27) - Bonds, mortgages and other long-term debt (see Note 22) - Convertible note payable, current and noncurrent (see Note 22) Fair Value of Financial Instruments The Group’s financial instruments are primarily composed of cash and cash equivalents, accounts receivable, accounts payable and other current liabilities, other liabilities, and debt obligations. Fair value is the price that would be received to sell an asset or the amount paid to transfer a liability, also referred to as the “exit price,” in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, as described in Note 6, the fair value measurement classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Management’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. Fair values of financial instruments are estimated using public market prices, quotes from financial institutions and other available information. Due to their short-term maturity, the carrying amounts of cash and cash equivalents, accounts receivable and contract assets, accounts payable and other current liabilities approximate their fair values, and management also believes that the carrying values of notes and other receivables and outstanding balances on the Group’s credit and term loan facilities approximate their fair values, based on their specific asset and/or liability characteristics, including having terms consistent with current market conditions. The fair value of convertible note payable is calculated based on the present value of the future cash flows as of the reporting date. 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 Credit losses 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 receivables 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 an inventory valuation allowance based on an analysis of physical deterioration, 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). Litigation and Contingencies Should legal proceedings and tax matters arise, due to their nature, such legal proceedings and tax matters involve inherent uncertainties including, but not limited to, court rulings, negotiations between affected parties and governmental actions. Management assesses the probability of loss for such contingencies and accrues liability and/or discloses the relevant circumstances, as appropriate. Income Taxes Taxes on income are accrued in the same period as the income 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. Government Assistance - 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 credit is therefore considered to be a refundable R&D tax credit which is s not within the scope of the income tax standard (ASC 740). It is included in current assets under government assistance in the balance sheet in line with ASC 832. Earnings per Share Historically, basic earnings per share were calculated using WISeKey International Holding Ltd’s weighted-average outstanding WIHN Class B Shares. When the effects are not antidilutive, diluted earnings per share were calculated using the weighted-average outstanding WIHN Class B Shares and the dilutive effect of stock options as determined under the treasury stock method. The Company had assessed that the other class of shares, the non-listed WIHN Class A Shares, were not eligible for dividend and, as a result, did not apply the two-class method required for companies with multiple classes of common stock. However, in the course of 2023, the dividend in kind voted by the board of directors was distributed to both shareholders of WIHN Class B Shares and WIHN Class A Shares. We have therefore amended our presentation of earnings per share to show the allocation between both classes of shares. As a result of this assessment, basic earnings per share are calculated using the two-class method required for companies with multiple classes of common stock. The two-class method determines net earnings per common share for each class of common stock according to dividends declared or accumulated and participation rights in distributed and undistributed earnings or losses. The two-class method requires income available to common stockholders for the period to be allocated between each class of common stock based upon their respective rights to receive dividends as if all income for the period had been distributed. For WISeKey, the dividend rights of the holders of WIHN Class A Shares and WIHN Class B Shares (collectively, the “ common stock 2.50 0.25 When the effects are not antidilutive, diluted earnings per share is calculated using the weighted-average outstanding common shares and the dilutive effect of stock options as determined under the treasury stock method. Segment Reporting Our chief operating decision maker, who is also our Chief Executive Officer, regularly reviews information collated into two segments for purposes of allocating resources and assessing budgets and performance. We report our financial performance based on this segment structure described in Note 33. Comprehensive Income / (Loss) Comprehensive income includes net income and other comprehensive income ("OCI"). Other comprehensive income consists of revenues, expenses, gains, and losses to be included in comprehensive income but excluded from net income as listed in ASC 220-10-45-10A. In line with ASC 220 (Income Statement - Reporting Comprehensive Income), we have elected to report comprehensive income in a single continuous financial statement with two sections: net income and other comprehensive income. We present each of the components of other comprehensive income separately, based on their nature, in the statement of comprehensive income. Recent Accounting Pronouncements Adoption of new FASB Accounting Standard in the current year – Prior-Year Financial Statements not restated: As of January 1, 2023, the Group adopted Accounting Standards Update (ASU) 2021-08, Business Combinations (topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 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. There was no impact on the Group's results upon adoption of the standard. The group also adopted Accounting Standards Update (ASU) 2022-02, Financial instruments – Credit Losses (Topic 326) Troubled Debt Restructuring and Vintage Disclosures. ASU 2022-02 eliminates troubled debt restructuring guidance for organizations that adopted the amendments in ASU 2016-13 while providing for additional disclosures for loan modifications. It eliminates guidance for troubled debt restructuring by creditors. In addition to the elimination of TDR guidance, an entity that has adopted ASU 2022-02 no longer considers renewals, modifications, and extensions that result from reasonably expected TDRs in their calculation of the allowance for credit losses in accordance with ASC 326-20. Additionally, ASU 2022-02 enhances disclosure requirements for certain loan modifications by creditors for borrowers experiencing financial difficulty. ASU 2022-02 also amends the vintage disclosure guidance for public business entities. There was no impact on the Group's results upon adoption of the standard. New FASB Accounting Standard to be adopted in the future: In March 2023, The FASB issued ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements, which requires all companies to amortize leasehold improvements associated with common control leases over the asset’s useful life to the common control group regardless of the lease term. Summary: The amendments allow a private company Effective Date: ASU 2023-01 is effective for public business entities for fiscal years beginning after December 15, 2023, 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. In October 2023, the FASB issued ASU No 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”). Summary: Effective Date: ASU 2023-06 effective date for entities subject to SEC disclosure requirements will be the same as the SEC’s effective date to remove the related disclosure from Regulation S-X and Regulation S-K. Each amendment will be effective for all other entities two years later. Entities must adopt all amendments prospectively, and early adoption is prohibited. If by June 30, 2027, the SEC has not removed the existing disclosure requirement from Regulations S-X or S-K, the corresponding disclosure pending requirement will be removed from the Codification and will not become effective. 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. In November 2023, the FASB issued ASU No 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which enhances current segment disclosures and requires additional disclosures of significant segment expenses. Summary: The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. Effective Date: ASU 2023-07 is effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. 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. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. Summary: The intent of this standard is to enhance the decision usefulness of income tax disclosures. The standard applies to all entities subject to ASC Topic 740, Income Taxes. In addition, entities will be required to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes. They will also disclose the amount of income taxes paid (net of refunds) disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid. The standard also outlines additional disclosure requirements for all entities and specific updates for public business entities. Effective Date: ASU 2023-09 is effective for public business entities for fiscal years beginning after December 15, 2024. 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, 2023 | |
Risks and Uncertainties [Abstract] | |
Concentration of credit risks | Note 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 2023, 2022 or 2021, and the clients whose trade accounts receivable balances were 10% or higher than the respective total consolidated trade accounts receivable balance for fiscal years 2023 and 2022: Revenue concentration (% of total net sales) Receivables concentration (% of total accounts receivable) Revenue 12 months ended December 31, As at December 31, Receivables 2023 2022 2021 2023 2022 IoT operating segment Multinational electronics contract manufacturing company 15 14 10 14 30 International equipment and software manufacturer 6 5 8 18 11 International digital identity & security provider 12 9 0 0 6 International software services provider 8 6 5 13 4 International telecommunication company 5 3 2 12 2 Multinational telecommunication & hardware manufacturing company 4 5 5 11 7 |
Fair value measurements
Fair value measurements | 12 Months Ended |
Dec. 31, 2023 | |
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. As at December 31, 2023 As at December 31, 2022 Level 3 Level 1 Accounts Receivable Accounts Payable Derivative Liabilities, Current USD'000 Carrying amount Fair value Carrying amount Fair value Fair value level Note ref. Nonrecurring fair value measurements Accounts receivable, net of allowance for credit losses 5,471 5,471 2,573 2,573 3 8 Notes receivable, current 63 63 67 67 3 9 Notes receivable from related parties, noncurrent - - 64 64 3 Equity securities, at cost 486 486 472 472 3 17 Accounts payable 12,863 12,863 13,401 13,401 3 19 Notes payable 4,164 4,164 4,196 4,196 3 20 Bonds, mortgages and other long-term debt 1,820 1,820 1,850 1,850 3 22 Convertible note payable, noncurrent 1,519 1,846 1,267 1,267 3 22 Recurring fair value measurements Equity securities, at fair value - - 1 1 1 18 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 credit losses – carrying amount approximated fair value due to their short-term nature. - Notes receivable, current – carrying amount approximated fair value due to their short-term nature. - Notes receivable from related parties, 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 – fair value is calculated based on the present value of the future cash flows as of the reporting date. - 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, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash and cash equivalents | Note 7. Cash and cash equivalents Cash consists of deposits held at major banks and a USD 2.5 |
Accounts receivable
Accounts receivable | 12 Months Ended |
Dec. 31, 2023 | |
Credit Loss [Abstract] | |
Accounts receivable | Note 8. 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 2023 2022 Trade accounts receivable 5,380 2,463 Allowance for credit losses (114) (64) Accounts receivable from other related parties 178 171 Accounts receivable from shareholders - - Accounts receivable from underwriters, promoters, and employees - - Other accounts receivable 27 3 Total accounts receivable, net of allowance for credit losses 5,471 2,573 As at December 31, 2023 and 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 Ltd on behalf of OISTE (see Note 36). |
Notes receivable, current
Notes receivable, current | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Notes receivable, current | Note 9. Notes receivable, current As at December 31, 2023, the notes receivable, current consisted of: - a loan to an employee of CHF 61,818 63,268 268 66,872 60,000 - a short-term receivable from Carlos Moreira in an amount of CHF 397 472 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 10. Inventories Inventories consisted of the following: Inventories - Schedule of Inventories, Current As at December 31, As at December 31, USD'000 2023 2022 Raw materials 1,025 4,523 Work in progress 4,205 2,987 Total inventories 5,230 7,510 In the years ended December 31, 2023, 2022 and 2021, the Group recorded an inventory valuation allowance in the income statement in an amount of, respectively, USD 220,289 204,211 57,302 373,469 349,623 404,509 Raw Materials Work in Progress |
Government assistance
Government assistance | 12 Months Ended |
Dec. 31, 2023 | |
Government Assistance [Abstract] | |
Government assistance | Note Government assistance 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, 2023 and December 31, 2022, the receivable balances in respect of these research tax credits owed to the Group were respectively USD 1,718,248 692,314 1,052,514 665,734 |
Other current assets
Other current assets | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 Value-Added Tax receivable 657 352 Advanced payment to suppliers 346 1,025 Deposits, current 5 3 Total other current assets 1,008 1,380 |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Note 13. 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 2023 2022 Machinery & equipment Machinery & Equipment 6,997 4,132 Office equipment and furniture Office Equipment and Furniture 3,186 2,944 Computer equipment and licenses Computer Equipment and Licenses 1,861 1,558 Total property, plant and equipment gross 12,044 8,634 Accumulated depreciation for: Machinery & equipment (3,963) (3,707) Office equipment and furniture (3,044) (2,703) Computer equipment and licenses (1,645) (1,382) Total accumulated depreciation (8,652) (7,792) Total property, plant and equipment, net 3,392 842 Depreciation charge from continuing operations for the year 624 443 The depreciation charge from continuing operations for the year 2021 was USD 491,137 In 2023, 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 2023. 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, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Note 14. 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 2023 2022 Intangible assets not subject to amortization: Cryptocurrencies Cryptocurrencies Not Subject to Amortization 96 96 Intangible assets subject to amortization: Trademarks 149 136 Patents 2,281 2,281 License agreements 12,132 11,195 Other intangibles 6,933 6,393 Total intangible assets gross 21,591 20,101 Accumulated amortization for: Trademarks Trademarks (149) (136) Patents Patents (2,281) (2,281) License agreements License Agreements (12,132) (11,193) Other intangibles Other Intangibles (6,933) (6,393) Total accumulated amortization (21,495) (20,003) Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net - 2 Total intangible assets, net 96 98 Amortization charge from continuing operations for the year 1 69 The amortization charge from continuing operations for the year 2021 was USD 72,872 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 All intangible assets subject to amortization were fully amortized as at December 31, 2023, therefore there are no amortization charges expected in future years. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 15. Leases WISeKey has historically entered into a number of lease arrangements under which it is the lessee. As at December 31, 2023, WISeKey holds nine operating leases, and one short-term lease. The short-term leases and operating leases relate to premises and office equipment. We do not sublease. All of our operating leases include multiple optional renewal periods which are not reasonably certain to be exercised. In the years 2023, 2022, and 2021 we recognized rent expenses associated with our leases as follows: Leases - Schedule of Lease Costs 12 months ended December 31, USD'000 2023 2022 2021 Finance lease cost: Amortization of right-of-use assets - 33 68 Interest on lease liabilities - 1 7 Operating lease cost: Fixed rent expense 668 587 695 Short-term lease cost - 2 7 Net lease cost from continuing operations 668 623 777 Lease cost - Cost of sales Cost of Sales - - - Lease cost - General & administrative expenses General & Administrative Expenses 668 623 777 Net lease cost from continuing operations 668 623 777 In the years 2023 and 2022, 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 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases - 61 Operating cash flows from operating leases 614 610 Financing cash flows from finance leases - 1 Non-cash investing and financing activities : Net lease cost from continuing operations 668 623 Additions to ROU assets obtained from: New operating lease liabilities 66 56 The following table provides the details of right-of-use assets and lease liabilities as of December 31, 2023: Leases - Schedule of Right-of-Use Assets and Lease Liabilities As at December 31, 2023 USD'000 Right-of-use assets: Operating leases 2,052 Total right-of-use assets 2,052 Lease liabilities: Operating leases 2,081 Total lease liabilities 2,081 As at December 31, 2023, 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 2024 641 - - 641 2025 615 - - 615 2026 561 - - 561 2027 292 - - 292 2028 and beyond 160 - - 160 Total future minimum operating and short-term lease payments 2,269 - - 2,269 Less effects of discounting (188) - - (188) Lease liabilities recognized 2,081 - - 2,081 As of December 31, 2023, the weighted-average remaining lease term was 3.81 For our operating leases and because we generally do not have access to the implicit rate in the lease, we calculated an estimate rate based upon the estimated incremental borrowing rate of the entity holding the lease. The weighted average discount rate associated with operating leases as of December 31, 2023 was 4.70 3.21 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 16. Goodwill We test goodwill for impairment annually on October 1st, or as and when indicators of impairment arise. As at October 1, 2023, 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, 2023, there were no impairment indicators identified triggering a new impairment test. Therefore, no impairment loss was recorded in 2023. 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, 2021 8,317 8,317 Goodwill acquired during the year - - Impairment losses - - As at December 31, 2022 Goodwill 8,317 8,317 Accumulated impairment losses - - Goodwill balance as at December 31, 2022 8,317 8,317 Goodwill acquired during the year - - Impairment losses - - As at June December 31, 2023 Goodwill 8,317 8,317 Accumulated impairment losses - - Goodwill balance as at December 31, 2023 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, 2023 | |
Equity Securities At Cost | |
Equity securities, at cost | Note 17. 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 FOSSA The FOSSA investment was assessed as an equity investment without a readily determinable fair value and we elected the measurement at cost less impairment, adjusted for observable price changes for identical or similar investments of the same issuer as permitted by ASU 2016-01. As such, the FOSSA investment was initially recognized on the balance sheet at EUR 440,000 475,673 As at December 31, 2023, we performed a qualitative assessment to consider potential impairment indicators. We made reasonable efforts to identify any observable transactions of identical or similar investments but did not identify any such transaction. Therefore, no impairment loss was recorded in the year to December 31, 2023, and the carrying value of the FOSSA investment as at December 31, 2023 was EUR 440,000 485,715 Warrant agreement in Tarmin On September 27, 2018, WISeKey purchased a warrant agreement in Tarmin Inc. (“ Tarmin ExWorks Tarmin Warrant 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, 2023 | |
Equity Securities At Fair Value | |
Equity securities, at fair value | Note 18. 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 750,000 VWAP 2,200,000 8.4 0.3409 846,561 As at December 31, 2023, OpenLimit Holding AG has gone into liquidation. As a result, WISeKey decided to write-off the investment in full, hence an expense USD 1,180 |
Accounts payable
Accounts payable | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accounts payable | Note 19. 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 2023 2022 Trade creditors 3,568 5,207 Accounts payable to Board Members 826 353 Accounts payable to other related parties 104 70 Accounts payable to underwriters, promoters, and employees 4,200 3,918 Other accounts payable 4,165 3,853 Total accounts payable 12,863 13,401 As at December 31, 2023, accounts payable to Board Members are made up of: - a balance of CHF 386,683 459,600 - a balance of CHF 248,480 295,337 - a total balance of USD 71,000 As at December 31, 2023, accounts payable to other related parties are made up of CHF 87,595 104,114 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, 2023 | |
Debt Disclosure [Abstract] | |
Notes payable | Note 20. Notes payable Notes payable consisted of the following: Notes Payable - Schedule of Notes Payable As at December 31, As at December 31, USD'000 2023 2022 Short-term loan 4,085 4,121 Short-term loan from shareholders 79 75 Total notes payable 4,164 4,196 As at December 31, 2023, the current notes payable balance was made up of: Line of Credit Loan Payable - a USD 4,030,000 - a CHF 46,600 55,388 As at December 31, 2023, the short-term loan from shareholders was made up of loans from the noncontrolling shareholders of WISeKey SAARC for a total amount of USD 78,950 75,038 The weighted–average interest rate on current notes payable, excluding loans from shareholders at 0% interest rate, was respectively 10 10 |
Other current liabilities
Other current liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Other current liabilities | Note 21. 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 2023 2022 Other tax payable 319 108 Customer contract liability, current 353 105 Other current liabilities 160 196 Total other current liabilities 832 409 |
Loans and line of credit
Loans and line of credit | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Loans and line of credit | Note 22. Loans and line of credit Credit Agreement with ExWorks Capital Fund I, L.P On April 4, 2019, WISeCoin AG (“ WISeCoin 4,000,000 80,000 4,080,000 April 4, 2020 WCN Token 12.42 Under the terms of the credit agreement, WISeCoin is required to not enter into agreements that would result in liens on property, assets or controlled subsidiaries, in indebtedness other than the exceptions listed in the credit agreement, in mergers, consolidations, organizational changes except with an affiliate, contingent and third party liabilities, any substantial change in the nature of its business, restricted payments, insider transactions, certain debt payments, certain agreements, negative pledge, asset transfer other than sale of assets in the ordinary course of business, or holding or acquiring shares and/or quotas in another person other than WISeCoin R&D. Furthermore, WISeCoin is required to maintain its existence, pay all taxes and other liabilities. Borrowings under the line of credit are secured by first ranking security interests on all material assets and personal property of WISeCoin, and a pledge over the shares in WISeCoin representing 90% of the capital held by the 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, 2023, 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 year ended December 31, 2023, the loans accrued interest in a total amount of CHF 715 850 232,400 386,200 459,027 185,300 220,243 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 L1 Facility L1 22 11 L1 Initial Tranche WISeKey has the right to request L1 to subscribe for four additional note tranches of USD 2,750,000 each or any other amount agreed between the parties, at the date and time determined by WISeKey during the commitment period, subject to certain conditions. Each tranche is divided into convertible notes of USD 100,000 each that bear interest of 6% per annum. Subject to a cash redemption right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 24 months from issuance L1 Conversion Period Original L1 Conversion Price Due to L1’s option to convert the loan in part or in full at any time before maturity, the L1 Facility was assessed as a share-settled debt instrument with an embedded put option. In line with ASC 480-10-55-43 and ASC 480-10-55-44, because the value that L1 will predominantly receive at settlement does not vary with the value of the shares, the settlement provision is not considered a conversion option. We assessed the put option under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC 480-10-25, the L1 Facility was accounted for as a liability measured at fair value using the discounted cash flow method at inception. Debt issue costs made up of legal expenses of USD 36,745 802,500 220,000 220,000 183,901 200,871 On September 27, 2021, WISeKey and L1 entered into the First Amendment to the Subscription Agreement (the “ L1 First Amendment 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 L1 Accelerated Tranches New L1 Conversion Price On March 3 ,2022, WISeKey and L1 entered into the Second Amendment to the Subscription Agreement (the “ L1 Second Amendment WISeKey has the right to request L1 to subscribe for five “additional accelerated” note tranches L1 Additional Accelerated 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 granted 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 250. The number of warrants granted at each tranche subscription was 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 was 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 was 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 61,576 250 479,872 APIC 17,819,019 445,331 In the year ended December 31, 2021, L1 converted a total of USD 8.2 237,176 185,528 325,424 1,376,983 During the year to December 31, 2022, WISeKey made a total of six subscriptions for a total of USD 5 . 98,231 250 12,856 5,171,238 11,831 In the year ended December 31, 2022, L1 converted a total of USD 2.8 4.3 584,512 . 87,795 366,116 304,019 As at December 31, 2022, the L1 Facility had been fully drawn. Convertible notes in an aggregate amount of USD 1,400,000 133,471 1,266,529 During the year ended December 31, 2023, L1 converted a total of USD 1.2 145,975 16,094 177,209 69,560 As at December 31, 2023, convertible notes in an aggregate amount of USD 200,000 9,728 190,272 Credit Agreement with Anson Investments Master Fund LP On June 29,2021, WISeKey entered into an Agreement for the Issuance and Subscription of Convertible Notes (the “ Anson Facility Anson 22 11 Anson Initial Tranche 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 Anson Conversion Period Original Anson Conversion Price Due to Anson’s option to convert the loan in part or in full at any time before maturity, the Anson Facility was assessed as a share-settled debt instrument with an embedded put option. In line with ASC 480-10-55-43 and ASC 480-10-55-44, because the value that Anson will predominantly receive at settlement does not vary with the value of the shares, the settlement provision is not considered a conversion option. We assessed the put option under ASC 815 and concluded that it is clearly and closely related to its debt host and therefore did not require bifurcation. Per ASC 480-10-25, the Anson Facility was accounted for as a liability measured at fair value using the discounted cash flow method at inception. Debt issue costs made up of legal expenses of USD 4,197 802,500 220,000 220,000 183,901 200,871 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 New Anson Conversion Price In line with ASC 470-50-15-3, the New Anson Conversion Price under the Anson First Amendment was assessed as a change to the conversion privileges provided in the Anson Facility for the purpose of inducing conversion, whereby the New Anson Conversion Price provides a reduction of the Original Anson Conversion Price and results in the issuance of additional WIHN Class B Shares, which is governed by ASC 470-20-40. Therefore, in line with ASC 470-20-40-16 and ASC 470-20-40-17, for conversions of Anson Accelerated Tranches, we recognize the fair value of the additional shares delivered by applying the New Anson Conversion Price in comparison with the Original Anson Conversion Price as an expense to the income statement classified as debt conversion expense. Additionally, per the terms of the Anson Facility, upon each tranche subscription under the Anson Facility and the Anson First Amendment, WISeKey granted 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 250. The number of warrants granted at each tranche subscription was 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 was 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 was 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 56,437 5 480,046 17,000,080 453,095 During the year ended December 31, 2021, Anson converted a total of USD 9.8 164,565 248,449 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 5.5 287,033 79,707 460,956 222,195 During the year ended December 31, 2023, WISeKey made four subscriptions under the Anson Facility and the Anson Second Amendment as follows: - On February 3, 2023, an Anson Additional Accelerated Tranche for convertibles notes in the amount USD 500,000 10,672 250.00 11.025 481,711 - On March 1, 2023, an Anson Additional Accelerated Tranche for convertibles notes in the amount USD 1,000,000 18,704 250.00 12.375 963,627 - On April 27, 2023, an Anson Additional Accelerated Tranche for convertibles notes in the amount USD 1,000,000 19,689 250.00 11.275 962,885 - On June 15, 2023, an Anson Additional Accelerated Tranche for convertibles notes in the amount USD 1,000,000 23,339 250.00 9.70 963,246 During the year ended December 31, 2023 , 3.5 558,213 33,695 385,035 68,730 As at December 31, 2023, all convertible notes had been converted, hence a USD nil carrying value. At the end of the official commitment period on June 28, 2023, the outstanding Anson Facility available was USD 2 Production Capacity Investment Loan Agreement In November 2022, WISeKey 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 a total of USD 2,000,000 December 31, 2025 An unamortized debt discount totaling USD 511,128 2 511,128 1,488,872 As of December 31, 2023, WISeKey has not repaid any amount. The Group recorded a debt discount amortization expense of USD 164,924 2 346,204 1,653,796 Share Purchase Agreement with L1 Capital Global Opportunities Master Fund On July 11, 2023, the Group entered into a Securities Purchase Agreement (the “ L1 SPA 10 divided into two equal tranches, in the form of Senior Unsecured Original Issue 4% Discount Convertible Promissory Notes L1 Notes Due to L1’s option to convert the loan in part or in full at any time before maturity, the L1 SPA 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 SPA was accounted for as a liability measured at fair value using the discounted cash flow method at inception. Additionally, per the terms of the L1 SPA, upon each tranche closing under the L1 SPA, SEALSQ will grant L1 the option to acquire ordinary shares of SEALSQ at an initial exercise price of USD 30, which may reset at 120% of the closing VWAP on the six-month anniversary of the tranche closing date. The number of warrants granted at each tranche subscription is calculated as 30% of the principal amount of each tranche divided by the VWAP of the ordinary shares of SEALSQ on the trading day immediately preceding the tranche closing date. Each warrant agreement has a 5-year exercise period starting on the relevant tranche closing date. In line with ASC 470-20-25-2, for each tranche closing, 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 the ordinary shares on the tranche closing date. The fair value of the debt is calculated using the discounted cash flow method. The first tranche of USD 5 5 First L1 Note convertible into SEALSQ’s ordinary shares, and (ii) 122,908 warrants on the ordinary shares of SEALSQ with a 5-year maturity First Tranche Warrant 8,000,000 114,832 250,000 200,000 The First Tranche Warrant was assessed as an equity instrument and was fair valued at grant at an amount of USD 632,976 11.42 4,987,363 563,112 323,744 41,088 1,086,856 During the year ended December 31, 2023, L1 converted a total of USD 4 3,940,630 210,290 705,572 As at December 31, 2023, the outstanding L1 SPA available was USD 5 the unconverted balance on the First L1 Note was USD 1 million and the unamortized debt discount balance was USD 170,994, hence a carrying value of USD 829,006 Share Purchase Agreement with Anson Investments Master Fund On July 11, 2023, the Group entered into a Securities Purchase Agreement (the “ Anson SPA 10 divided into two equal tranches, in the form of Senior Unsecured Original Issue 4% Discount Convertible Promissory Notes Anson Notes Due to Anson’s option to convert the loan in part or in full at any time before maturity, the Anson SPA 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 SPA was accounted for as a liability measured at fair value using the discounted cash flow method at inception. Additionally, per the terms of the Anson SPA, upon each tranche closing under the Anson SPA, SEALSQ will grant Anson the option to acquire ordinary shares of SEALSQ at an initial exercise price of USD 30, which may reset at 120% of the closing VWAP on the six-month anniversary of the tranche closing date. The number of warrants granted at each tranche subscription is calculated as 30% of the principal amount of each tranche divided by the VWAP of the ordinary shares of SEALSQ on the trading day immediately preceding the tranche closing date. Each warrant agreement has a 5-year exercise period starting on the relevant tranche closing date. In line with ASC 470-20-25-2, for each tranche closing, 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 the ordinary shares on the tranche closing date. The fair value of the debt is calculated using the discounted cash flow method. The first tranche of USD 5 5 First Anson Note convertible into SEALSQ’s ordinary shares, and (ii) 122,908 warrants on the ordinary shares of SEALSQ with a 5-year maturity First Tranche Warrant 8,000,000 64,832 250,000 200,000 The First Tranche Warrant was assessed as an equity instrument and was fair valued at grant at an amount of USD 632,976 11.42 4,987,363 563,112 279,375 35,457 1,042,487 During the year ended December 31, 2023, Anson converted a total of USD 4,175,000 3,996,493 198,984 708,062 Additionally, on July 10, 2023, the Group issued 8,184 4,004,677 As at December 31, 2023, the outstanding Anson SPA available was USD 5 the unconverted balance on the First Anson Note was USD 825,000 and the unamortized debt discount balance was USD 135,441, hence a carrying value of USD 689,559 |
Employee benefit plans
Employee benefit plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee benefit plans | Note 23. 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, 2023 is based on annual personnel costs and assumptions as of December 31, 2023. Personnel Costs As at December 31, As at December 31, As at December 31, USD'000 2023 2022 2021 Wages and Salaries 12,507 12,401 12,208 Social security contributions 3,611 3,123 3,320 Net service costs 449 422 671 Other components of defined benefit plans, net (45) 14 (78) Total 16,522 15,960 16,121 As at December 31, Assumptions 2023 2023 2022 2022 2021 2021 Switzerland France Switzerland France Switzerland France Switzerland Discount rate 3.05 1.52 3.65 2.25 0.75 0.33 Expected rate of return on plan assets n/a 3.04 n/a 3.00 n/a 1.50 Salary increases 3 2 3 1.50 3 1.50 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, 2023 and December 31, 2022 the Group’s accumulated benefit obligation amounted respectively to USD 13,879,000 11,665,000 Reconciliation to Balance Sheet start of year USD'000 Fiscal year 2023 2022 2021 Fair value of plan assets (10,108) (12,169) (12,332) Projected benefit obligation 11,867 16,938 19,100 Surplus/deficit 1,759 4,769 6,768 Opening balance sheet liability / (asset) (funded status) 1,759 4,769 6,768 Reconciliation of benefit obligation during the year Projected benefit obligation at start of year 11,867 16,938 19,100 Net service cost 237 213 263 Interest expense 279 52 29 Plan participant contributions 98 98 153 Net benefits paid to participants (100) (2,225) (278) Prior service costs (19) - (123) Actuarial losses / (gains) 606 (2,892) (1,407) Curtailment & Settlement - - (194) Currency translation adjustment 1,175 (317) (605) Projected benefit obligation at end of year 14,143 11,867 16,938 Reconciliation of plan assets during year Fair value of plan assets at start of year (10,108) (12,169) (12,332) Employer contributions paid over the year (184) (190) (263) Plan participant contributions (98) (98) (153) Net benefits paid to participants 78 2,201 162 Interest income (311) (157) (177) Return in plan assets, excl amounts included in net interest 501 82 224 Currency translation adjustment (1,020) 223 370 Fair value of plan assets at end of year (11,142) (10,108) (12,169) Reconciliation to balance sheet end of year Fair value of plan assets (11,142) (10,108) (12,169) Defined benefit obligation - funded plans 14,143 11,867 16,938 Surplus/deficit 3,001 1,759 4,769 Closing balance sheet liability / (asset) (funded status) 3,001 1,759 4,769 Movement in Funded Status USD'000 Fiscal year 2023 2022 2021 Opening balance sheet liability (funded status) 1,759 4,769 6,768 Net service cost 237 213 263 Net interest cost / (credit) (32) (105) (148) Amortization of net (gain) / loss - 152 270 Amortization of prior service cost / (credit) (26) (28) (12) Settlement / curtailment cost / (credit) - - (194) Currency translation adjustment (2) (5) 6 Total net periodic benefit cost / (credit) 177 227 185 Actuarial (gain) / loss on liabilities from changes to financial assumptions 1,005 (3,001) (420) Actuarial (gain) / loss on liabilities from changes to demographic assumptions - - (645) Actuarial (gain) / loss on liabilities due to experience (399) 109 (342) Return in plan assets, excl. amounts included in net interest 501 82 224 Prior service cost / (credit) (19) - (123) Amortization of net (gain) / loss - (152) (270) Amortization of prior service cost / (credit) 26 28 12 Currency translation adjustment 37 0 (8) Total (gain) / loss recognized via other comprehensive income 1,151 (2,934) (1,572) Employer contributions paid in the year (184) (190) (263) Cashflow required to pay benefit payments (22) (24) (116) Total cashflow (206) (214) (379) Currency translation adjustment 120 (89) (233) Closing balance sheet liability (funded status) 3,001 1,759 4,769 Reconciliation of unrecognized (gain) / loss Unrecognized (gain) / loss at beginning of year (338) 2,651 4,237 Amortization during the year - (152) (270) Actuarial (gain) / loss on liabilities 606 (2,892) (1,407) Actuarial (gain) / loss on assets 501 82 224 Currency translation adjustment (8) (27) (133) Unrecognized (gain) / loss at year-end 795 (338) 2,651 Reconciliation of unrecognized prior service cost / (credit) Unrecognized prior service cost / (credit) at beginning of year (503) (537) (440) Prior service cost for the current period (19) - (123) Amortization during the year 26 28 12 Currency translation adjustment (46) 6 14 Unrecognized prior service cost / (credit) at year-end (542) (503) (537) Amounts recognized in accumulated other comprehensive income Net loss / (gain) 795 (338) 2,651 Prior service cost / (credit) (542) (503) (537) Deficit 253 (841) 2,114 Estimated amount to be amortized from accumulated other comprehensive income into net periodic benefit cost / (credit) over next fiscal year Net loss / (gain) - 152 270 Prior service cost / (credit) (26) (28) (12) 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 Switzerland France 2024 418 38 2025 410 - 2026 2,270 53 2027 632 52 2028 543 42 2029 to 2033 3,024 347 The Group expects to make contributions of approximately USD 235,000 There are no plan assets expected to be returned to the employer during the 12-month period following December 31, 2023. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 24. Commitments and contingencies Lease commitments The future payments due under leases are shown in Note 15. 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, 2023 | |
Equity [Abstract] | |
Stockholders’ equity | Note 25. Stockholders’ equity Stockholders’ equity consisted of the following: Stockholders' Equity - Schedule of Stock by Class WISeKey International Holding Ltd As at December 31, 2023 As at December 31, 2022 Share Capital Class A Shares Class B Shares Class A Shares Class B Shares Par value per share (in CHF) 0.25 2.50 0.25 2.50 Share capital (in USD) 400,186 8,170,070 400,186 5,334,177 Per Articles of association and Swiss capital categories Conditional Share Capital - Total number of conditional shares(1) 400,000 1,500,000 400,000 1,042,000 Total number of fully paid-in shares 1,600,880 3,076,150 1,600,880 2,005,890 Per US GAAP Total number of authorized shares 2,000,880 6,194,267 2,000,880 3,548,392 Total number of fully paid-in issued shares(1) 1,600,880 3,076,150 1,600,880 2,005,890 Total number of fully paid-in outstanding shares(1) 1,600,880 2,954,097 1,600,880 1,996,745 Par value per share (in CHF) 0.25 2.50 0.25 2.50 Share capital (in USD) 400,186 8,170,070 400,186 5,334,177 Total share capital (in USD) 8,570,256 5,734,363 Treasury Share Capital Total number of fully paid-in shares held as treasury shares - 122,053 - 9,145 Treasury share capital (in USD) - 691,280 - 370,744 Total treasury share capital (in USD) - 691,280 - 370,744 (1) Conversions of conditional capital that were not registered with the commercial register as of December 31, 2023 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 line with the revised provisions of Swiss corporate law effective January 1, 2023, shareholders approved, at WISeKey’s Annual General Meeting of Shareholders (AGM) in June 2023, the introduction of a capital band ranging from 90 percent to 150 percent of the issued share capital entered in the commercial register at that time. The capital band replaced 500,000 Class B Shares of authorized capital outstanding as of December 31, 2022, which no longer exist under the revised law. Within this capital band, the Board of Directors is authorized to increase or reduce the share capital once or several times until June 21, 2028, or until an earlier expiry of the capital band. In the years to December 31, 2023 and 2022 respectively, WISeKey purchased a total of 300,202 2,707 2.71 37 187,294 137,597 9.33 31.5 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, 2023, WISeKey’s treasury share balance included 8,347 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 0.25 2.50 0.25 2.50 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 0.25 2.50 - 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, 2023 | |
Equity [Abstract] | |
Accumulated other comprehensive income | Note 26. Accumulated other comprehensive income USD'000 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 Total net foreign currency translation adjustments (743) Total defined benefit pension adjustment (1,151) Total other comprehensive income/(loss), net (1,894) Accumulated other comprehensive income as at December 31, 2023 4,041 There is no income tax expense or benefit allocated to other comprehensive income. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 27. 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 33 - 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 At One Point in Time Over time Over Time Total USD'000 2023 2022 2021 2023 2022 2021 2023 2022 2021 IoT Segment Secure chips Upon delivery 30,044 23,198 16,867 14 - - 30,058 23,198 16,867 Total IoT segment revenue 30,044 23,198 16,867 14 - - 30,058 23,198 16,867 mPKI Segment Certificates Upon issuance - - - 180 111 153 180 111 153 Licenses and integration Upon delivery - 107 607 387 149 - 387 256 607 SaaS, PCS and hosting Quarterly or yearly - - - 293 249 19 293 249 19 Total mPKI segment revenue - 107 607 860 509 172 860 616 779 Total revenue from continuing operations 30,044 23,305 17,474 874 509 172 30,918 23,814 17,646 For the years ended December 31, 2023, 2022, and 2021 the Group recorded no revenues related to performance obligations satisfied in prior periods. 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 2023 2022 2021 IoT Segment Switzerland 1,436 751 406 Rest of EMEA 8,549 6,026 3,721 North America 16,531 13,609 10,631 Asia Pacific 3,466 2,745 2,062 Latin America 76 67 47 Total IoT segment revenue 30,058 23,198 16,867 mPKI Segment Switzerland 316 253 596 Rest of EMEA 394 234 98 North America 115 68 58 Asia Pacific - - - Latin America 35 61 27 Total mPKI segment revenue 860 616 779 Total net sales from continuing operations 30,918 23,814 17,646 *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 2023 2022 Trade accounts receivables Trade accounts receivable - IoT segment 5,103 2,269 Trade accounts receivable - mPKI segment 277 194 Total trade accounts receivables 5,380 2,463 Contract assets - - Total contract assets - - Contract liabilities - current 353 105 Contract liabilities - noncurrent 3 8 Total contract liabilities 356 113 Deferred revenue Deferred revenue - mPKI segment 241 197 Deferred revenue - IoT segment - - Total deferred revenue 241 197 Revenue from continuing operations recognized in the period from amounts included in the deferred revenue at the beginning of the year 179 209 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, 2023, approximately USD 597,000 Estimated revenue from remaining performance obligations USD'000 2023 570 2024 27 Total remaining performance obligation 597 |
Other operating income
Other operating income | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Other operating income | Note 28. Other operating income 12 months ended December 31, USD'000 2023 2022 2021 Accounts payable write-off - 1,899 - Other operating income from related parties 119 66 71 Other operating income - other 48 108 112 Total other operating income from continuing operations 167 2,073 183 In the years 2023 and 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 36). |
Stock-based compensation
Stock-based compensation | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stock-based compensation | Note 29. 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, 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, the Group granted a total of 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, 2023. In the 12 months to December 31, 2023, the Group granted a total of 18,418 The options granted consisted of: - 14,582 - 200 - 3,636 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, 2023. 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, 2023, a total charge of USD 177,619 - USD 138,592 - USD 39,027 Nonemployees 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, 2023 December 31, 2022 December 31, 2021 Dividend yield None None None Risk-free interest rate used (average) 1.00% 1.00% 1.00% Expected market price volatility 69.77 70.72 69.58 87.74 61.33 99.64 Average remaining expected life of stock options on WIHN Class B Shares (years) 5.23 4.25 4.31 Average remaining expected life of stock options on WIHN Class A Shares (years) 1.40 2.40 3.40 Unvested options to employees as at December 31, 2023 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, 2023 and 2022. 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, 2021 2,333 64.0 - - Granted 81,099 8.50 - - Vested (81,692) 9.00 - - Non-vested forfeited or cancelled - - - - Non-vested options as at December 31, 2022 1,740 37.50 - - Granted 18,418 10.00 - - Vested (19,210) 11.00 - - Non-vested forfeited or cancelled (680) 46.22 - - Non-vested options as at December 31, 2023 268 7.50 - - As at December 31, 2023, there was a USD 978 The following tables summarize the Group’s stock option activity for the years ended December 31, 2023, 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, 2021 76,218 35.50 5.28 2,468,898 Of which vested 73,885 34.50 5.25 2,455,994 Of which non-vested 2,333 - - - Granted 81,095 2.50 - - Exercised or converted (6,256) 2.50 - 39,661 Forfeited or cancelled - - - - Expired (10,440) 218.00 - - Outstanding as at December 31, 2022 140,617 3.00 6.10 887,345 Of which vested 138,877 3.00 6.11 878,378 Of which non-vested 1,740 - - - Granted 18,418 2.85 - - Exercised or converted (10,086) 2.50 - 7,867 Forfeited or cancelled (680) 2.50 - - Expired (230) - - Outstanding as at December 31, 2023 148,039 3.11 5.23 111,306 Of which vested 147,771 3.11 5.23 111,104 Of which non-vested 268 - - 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, 2021 392,720 0.25 6.90 1,520,393 Granted - - - - Outstanding as at December 31, 2022 392,720 0.25 5.90 248,950 Of which vested 392,720 0.25 5.90 248,950 Granted - - - - Outstanding as at December 31, 2023 392,720 0.25 4.90 23,339 Of which vested 392,720 0.25 4.90 23,339 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 2023 2022 2021 In relation to Employee Stock Option Plans (ESOP) 178 743 3,761 In relation to non-ESOP Option Agreements - 1 22 Total 178 744 3,783 Stock-based compensation expenses are recorded under the following expense categories in the income statement. Stock-based compensation expenses from continuing operations 12 months ended December 31, USD’000 2023 2022 2021 Research & development expenses Research & Development Expenses - 177 485 Selling & marketing expenses Selling & Marketing Expenses 67 280 820 General & administrative expenses General & Administrative Expenses 111 287 2,478 Total 178 744 3,783 |
Non-operating income
Non-operating income | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Non-operating income | Note 30. 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 2023 2022 2021 Foreign exchange gain 1,315 3,813 2,379 Sale of arago intellectual property 900 - - Financial income 36 9 - Interest income 90 5 9 Other 33 110 121 Total non-operating income from continuing operations 2,374 3,937 2,509 The Group divested arago GmbH in 2022 but retained a pledge over the intellectual property (“IP”) of the business which was written off as of December 31, 2022 at the disposal. In 2023, WISeKey identified a purchaser for this IP and transferred it at a purchase price of USD 900,000 |
Non-operating expenses
Non-operating expenses | 12 Months Ended |
Dec. 31, 2023 | |
Non-operating Expenses | |
Non-operating expenses | Note 31. 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 2023 2022 2021 Foreign exchange losses 2,134 3,618 2,146 Financial charges 261 56 158 Interest expense 702 565 893 Other components of defined benefit plans, net (45) 14 (78) Accounts receivable write-off - 1,282 - Other 55 16 307 Total non-operating expenses from continuing operations 3,107 5,551 3,426 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 32. 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 2023 2022 2021 Switzerland Switzerland (18,766) (16,314) (14,756) Foreign Foreign 3,547 3,269 (8,703) Income/(loss) before income tax from continuing operations (15,219) (13,045) (23,459) Income taxes relating to the Group are broken down as follows: Income Taxes - Schedule of Income Tax Expense 12 months ended December 31, USD'000 2023 2022 2021 Switzerland - - - Foreign (230) 3,238 (13) Income tax income / (expense) from continuing operations (230) 3,238 (13) 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 2023 2022 2021 Net income/(loss) from continuing operations before income tax (15,219) (13,045) (23,459) Statutory tax rate 14% 14% 14% Expected income tax (expense) / recovery 2,131 1,825 3,282 Change in tax loss carryforwards 2,778 5,760 (341) Change in loss carryforwards in relation to the debt remission of WISeKey Semiconductors SAS (514) 1,342 - Change in valuation allowance (2,682) (3,129) (2,849) Permanent difference in relation to stock-based compensation 2 - (92) Permanent difference (1,945) (2,560) (13) Income tax (expense) / recovery from continuing operations (230) 3,238 (13) The Group assesses the recoverability of its deferred tax assets and, to the extent recoverability does not satisfy the “more likely than not” recognition criterion under ASC 740, records a valuation allowance against its deferred tax assets. The Group considered its recent operating results and anticipated future taxable income in assessing the need for its valuation allowance. The Group’s deferred tax assets and liabilities consist of the following: Income Taxes - Schedule of Deferred Tax Assets and Liabilities 12 months ended December 31, USD'000 2023 2022 Switzerland - - Foreign 3,077 3,295 Deferred income tax assets / (liabilities) 3,077 3,295 As at December 31, As at December 31, USD'000 2023 2022 Stock-based compensation (2) - Defined benefit accrual 363 161 Tax loss carry-forwards 23,537 20,759 Add back loss carryforwards used for the debt remission by WISeKey Semiconductors SAS 828 1,342 Valuation allowance (21,649) (18,967) Deferred income tax assets / (liabilities) 3,077 3,295 As of December 31, 2023, 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, 2023 USD United States Switzerland Spain France UK India Vietnam Saudi Arabia Gibraltar Total 2024 - 6,146 - - - - - - - 6,146 2025 - 11,260 - - - - - - - 11,260 2026 - 6,652 - - - - - - - 6,652 2027 - 22,986 - - - - 3 - - 22,989 2028 - 28,346 - - - - 4 - - 28,350 2029 - 63,887 - - - - - - - 63,887 2030 - 24,150 - - - - - - - 24,150 2031 - - - - - 13 - - - 13 2032 21 - - - - 84 - - - 105 2033 - - - - - - - - - - 2034 - - - - - - - - - - 2035 247 - - - - - - - - 247 2036 - - - - - - - - - - 2037 159 - - - - - - - - 159 2038 - - - - - - - - - - 2039 220 - - - - - - - - 220 2040 90 - - - - - - - - 90 2041 - - - - - - - - - - 2042 45 - - - - - - - - 45 2043 - - - - - - - - - - 2044 - - - - - - - - - - No expiry n/a n/a 3,632 13,740 6 n/a n/a 39 7 17,424 Total operating loss carry-forwards 782 163,427 3,632 13,740 6 97 7 39 7 181,737 The following tax years remain subject to examination: Income Taxes - Summary of Income Tax Examinations Significant jurisdictions Open years Switzerland 2022 - 2023 USA 2022 - 2023 France 2022 - 2023 Spain 2018 - 2023 Japan Japan 2023 Taiwan Taiwan 2023 India 2023 Germany 2022 - 2023 UK 2017 - 2023 Arabia 2023 Vietnam 2023 Gibraltar 2023 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, 2023 | |
Segment Reporting [Abstract] | |
Segment information and geographic data | Note 33. Segment information and geographic data The Group has two segments: Internet of Things (“ IoT mPKI 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, 2023 2022 2021 USD'000 IoT mPKI Total IoT mPKI Total IoT mPKI Total Revenues from external customers 30,058 860 30,918 23,198 616 23,814 16,867 779 17,646 Intersegment revenues - 1,040 1,040 - 1,931 1,931 128 2,506 2,634 Interest revenue 88 2 90 10 5 15 1 54 55 Interest expense 189 513 702 4 572 576 30 976 1,006 Depreciation and amortization 571 54 625 408 104 512 470 94 564 Segment income /(loss) before income taxes (3,043) (12,081) (15,124) 4,589 (17,542) (12,953) (1,302) (22,032) (23,334) Profit / (loss) from intersegment sales - 95 95 - 92 92 6 119 125 Income tax recovery /(expense) (225) (5) (230) 3,251 (12) 3,238 - (13) (13) Other significant non cash items Share-based compensation expense - 178 178 - 744 744 - 3,783 3,783 Interest and amortization of debt discount and expense 574 50 624 - 168 168 - 1,057 1,057 Segment assets 27,935 65,072 93,007 29,145 53,713 82,858 11,377 89,410 100,787 Revenue and Loss reconciliations 12 months ended December 31, USD’000 2023 2022 2021 Revenue reconciliation Total revenue for reportable segment 31,958 25,745 20,280 Elimination of intersegment revenue (1,040) (1,931) (2,634) Total consolidated revenue 30,918 23,814 17,646 Loss reconciliation Total profit / (loss) from reportable segments (15,124) (12,953) (23,334) Elimination of intersegment profits (95) (92) (125) Loss before income taxes (15,219) (13,045) (23,459) Asset reconciliation As at December 31, USD’000 2023 2022 Total assets from reportable segments 93,007 82,858 Elimination of intersegment receivables (1,378) (6,112) Elimination of intersegment investment and goodwill (43,828) (27,250) Consolidated total assets 47,801 49,496 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 2023 2022 2021 Switzerland 1,752 1,004 1,002 Rest of EMEA* Rest of EMEA 8,943 6,260 3,819 North America North America 16,646 13,677 10,689 Asia Pacific Asia Pacific 3,466 2,745 2,062 Latin America Latin America 111 128 74 Total net sales from continuing operations 30,918 23,814 17,646 *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 2023 2022 Switzerland 162 231 Rest of EMEA 3,230 608 North America - 1 Asia Pacific - 2 Total Property, plant and equipment, net of depreciation 3,392 842 |
Earnings_(Loss) per share
Earnings/(Loss) per share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings/(Loss) per share | Note 34. 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 2023 2022 2021 Net gain / (loss) attributable to WISeKey International Holding Ltd (USD'000) (15,360) (27,475) (20,340) Effect of potentially dilutive instruments on net gain (USD'000) n/a n/a n/a Net income / (loss) attributable to WISeKey International Holding Ltd after effect of potentially dilutive instruments (USD'000) n/a n/a n/a Class A Shares, par value CHF 0.25 Shares used in net gain / (loss) per Class A Share computation: Weighted average Class A Shares outstanding - basic 1,600,880 1,600,880 1,600,880 Effect of potentially dilutive equivalent shares n/a n/a n/a Weighted average Class A Shares outstanding - diluted 1,600,880 1,600,880 1,600,880 Net gain / (loss) per Class A Share Basic weighted average loss per Class A Share attributable to WISeKey International Holding Ltd (USD) (0.51) (1.22) (1.42) Diluted weighted average loss per Class A Share attributable to WISeKey International Holding Ltd (USD) (0.51) (1.22) (1.42) Class B Shares, par value CHF 2.50 Shares used in net gain / (loss) per Class B Share computation: Weighted average Class B Shares outstanding - basic 2,878,136 2,087,972 1,272,761 Effect of potentially dilutive equivalent shares n/a n/a n/a Weighted average Class B Shares outstanding - diluted 2,878,136 2,087,972 1,272,761 Net gain / (loss) per Class B Share Basic weighted average loss per Class B Share attributable to WISeKey International Holding Ltd (USD) (5.06) (12.22) (14.20) Diluted weighted average loss per Class B Share attributable to WISeKey International Holding Ltd (USD) (5.06) (12.22) (14.20) 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 years ended December 31, 2023, 2022 and 2021, due to the Group’s net loss position. The following table shows the number of stock equivalents that were excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive. Earnings/(Loss) Per Share - Schedule of Anti-Dilutive Excluded from Computation Dilutive vehicles with anti-dilutive effect 2023 2022 2021 Class B Shares Total stock options on Class B Shares 147,371 135,251 63,438 Total convertible instruments on Class B Shares 62,324 173,730 295,099 Total number of Class B Shares from dilutive vehicles with anti-dilutive effect 209,695 308,981 358,537 Class A Shares Total stock options on Class A Shares 392,720 392,720 392,720 Total number of Class A Shares from dilutive vehicles with anti-dilutive effect 392,720 392,720 392,720 |
Legal proceedings
Legal proceedings | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal proceedings | Note 35. 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, 2023 | |
Related Party Transactions [Abstract] | |
Related parties disclosure | Note 36. 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 1,473,162 58.83 100 Main operating company. Chip manufacturing, sales & distribution WiseTrust SA Switzerland 1999 CHF 680,000 100 100 Non-operating investment company WISeKey ELA SL Spain 2006 EUR 4,000,000 95.75 95.75 Sales & support WISeKey SAARC Ltd U.K. 2016 GBP 100,000 51 51 Non trading WISeKey USA Inc 1 U.S.A 2006 USD 6,500 97.88 97.88 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 58.83 100 Sales & distribution WISeKey IoT Taiwan Taiwan 2017 TWD 100,000 58.83 100 Sales & distribution WISeCoin AG Switzerland 2018 CHF 100,000 90 90 Sales & distribution WISeKey Equities AG Switzerland 2018 CHF 100,000 100 100 Financing, Sales & distribution WISeKey Semiconductors GmbH Germany 2019 EUR 25,000 100 100 Sales & distribution WISeKey Arabia - Information Technology Ltd Saudi Arabia 2019 SAR 200,000 51 51 Sales & distribution WISe.ART AG Switzerland 2020 CHF 100,000 100 100 Sales & distribution WISeKey Vietnam Ltd Vietnam 2021 VND 689,400,000 95.75 95.75 R&D SEALSQ Corp 3 British Virgin Islands 2022 USD 229,453 58.83 100 Sales & support WISeKey (Gibraltar) Limited Gibraltar 2022 GBP 100 100 100 Sales & support WISeSat.Space AG Switzerland 2023 CHF 100,000 100 n/a Sales & distribution Trust Protocol Association Switzerland 2019 CHF - 100 100 Association cofounded by WISeKey Equities AG involved in Internet security 1 2 3 Related party transactions and balances Receivables as at Payables as at Net expenses to Net income from Related Parties December 31, December 31, in the year ended December 31, in the year ended December 31, (in USD'000) 2023 2022 2023 2022 2023 2022 2021 2023 2022 2021 1 Carlos Moreira - - 460 353 - - - - - - 2 Peter Ward - - 295 - - - - - - - 3 Philippe Doubre - - - - 39 63 179 - - - 4 David Fergusson - - 10 - 61 68 78 - - - 5 Jean-Philippe Ladisa - - 14 - 116 53 68 - - - 6 Eric Pellaton - - 10 - 76 87 92 - - - 7 Cristina Dolan - - 10 - 76 67 - - - - 8 María Pía Aqueveque Jabbaz - - 10 - 116 34 2 - - - 9 Ruma Bose - n/a 11 n/a 33 n/a n/a - n/a n/a 10 Danil Kerimi - n/a 6 n/a 8 n/a n/a - n/a n/a 11 Hans-Christian Boos - - - - - 158 125 - - - 12 Nicolas Ramseier - - - - - 1 - - - - 13 Philippe Gerwill - - - - - - 10 - - - 14 Geoffrey Lipman - - - - - - 8 - - - 15 OISTE 178 171 104 70 321 252 350 119 157 71 16 Terra Ventures Inc - - 31 30 - - - - - - 17 GSP Holdings Ltd - - 16 13 - - - - - - 18 SAI LLC (SBT Ventures) - - 32 30 - - - - - - 19 Related parties of Carlos Moreira - - - - 298 200 224 - - - Total 178 171 1,009 496 1,144 983 1,136 119 157 71 1. Carlos Moreira is the Chairman of the Board and CEO of WISeKey. A short-term receivable in an amount of CHF 397 472 386,683 459,601 2. Peter Ward is a member of the Board and CFO of WISeKey. A short-term payable in an amount of CHF 248,480 295,335 3. 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, 2023 relate to compensation for additional services to WISeKey during the year. 4. David Fergusson is a Board member of the Group and chairman of the Group’s audit committee and nomination & compensation committee, as well as a shareholder. Mr. Fergusson is also a member of the board of directors of SEALSQ Corp and a member of the audit committee and the nomination & compensation committee of SEALSQ Corp. The expenses recorded in the income statement in the year to, and the payable balance as at, December 31, 2023 relate to his Board fee. 5. Jean-Philippe Ladisa is a Board member of the Group, and chairman of the Group’s audit committee. The expenses recorded in the income statement in the year to, and the payable balance as at, December 31, 2023 relate to his Board fee. 6. Eric Pellaton is a Board member of the Group, and member of the Group’s nomination & compensation committee, as well as a shareholder. Mr. Pellaton is also a member of the board of directors of SEALSQ Corp and a member of the audit committee and the nomination & compensation committee of SEALSQ Corp. The expenses recorded in the income statement in the year to, and the payable balance as at, December 31, 2023 relate to his Board fee. 7. Cristina Dolan is a Board member of the Group, and member of the Group’s audit committee and nomination & compensation committee. Ms. Dolan is also a member of the board of directors of SEALSQ Corp and the chair of the audit committee of SEALSQ Corp. The expenses recorded in the income statement in the year to, and the payable balance as at, December 31, 2023 relate to her Board fee. 8. María Pía 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, and the payable balance as at, December 31, 2023 relate to her Board fee. 9. Ruma Bose is a member of the board of directors of SEALSQ Corp. The expenses recorded in the income statement in the year to, and the payable balance as at, December 31, 2023 relate to her Board fee. 10. Danil Kerimi is a member of the board of directors of SEALSQ Corp. The expenses recorded in the income statement in the year to, and the payable balance as at, December 31, 2023 relate to her Board fee. 11. Hans-Christian Boos was the managing director of arago GmbH and, until WISeKey divested it in 2022, 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. 12. Nicolas Ramseier is a former member of the Group’s advisory committee. 13. Philipp Gerwill is a former member of the Group’s advisory committee. 14. Geoffrey Lipman is a former member of the Group’s advisory committee. 15. The Organisation Internationale pour la Sécurité des Transactions Electroniques (“ OISTE OISTE is also the minority shareholder in WISeCoin AG with a 10% ownership. The receivable from OISTE as at December 31, 2023 and income recorded in the income statement in the year to December 31, 2023 relate to the facilities and personnel hosted by WISeKey SA and WISeKey International Holding Ltd on behalf of OISTE. In the year 2023, the Group invoiced OISTE a total of CHF 105,224 (USD 118,886). The payable to OISTE as at December 31, 2023 and expenses relating to OISTE recognized in 2023 are made up of license and royalty fees for the year 2023 under the contract agreement with WISeKey SA. 16. 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. 17. 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. 18. 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. 19. Three immediate family members of Carlos Moreira were employed by WISeKey SA in 2023. 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 three immediate family members amounted to CHF 267,325 (USD 297,531) recorded in the income statement in 2023. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 37. Subsequent events Subsequent Events Short-term receivable from Carlos Moreira After December 31, 2023, Carlos Moreira repaid in full the short-term receivable balance of CHF 397 472 L1 Facility After December 31, 2023, L1 issued a total of one conversion notice, resulting in the aggregated conversion of USD 150,000 47,611 L1 SPA After December 31, 2023, L1 fully converted the remaining USD 1 963,326 On January 9, 2024, SEALSQ and L1 signed an Amendment to Securities Purchase Agreement (the “ L1 Amendment The second tranche of USD 5 Second L1 Note After December 31, 2023, L1 converted USD 3.9 2,354,394 On March 1, 2024, SEALSQ and L1 signed a second Amendment to Securities Purchase Agreement (the “ Second L1 Amendment The third tranche of USD 5 Third L1 Note After December 31, 2023, L1 had not requested any conversion out of the Third L1 Note. Anson SPA After December 31, 2023, Anson fully converted the remaining USD 825,000 816,990 On January 9, 2024, SEALSQ and Anson signed an Amendment to Securities Purchase Agreement (the “ Anson Amendment The second tranche of USD 5 Second Anson Note After December 31, 2023, Anson converted USD 5 3,153,114 On March 1, 2024, SEALSQ and Anson signed a second Amendment to Securities Purchase Agreement (the “ Second Anson Amendment The third tranche of USD 5 Third Anson Note After December 31, 2023, Anson had not requested any conversion out of the Third Anson Note. Incorporation of SEALSQ USA, Ltd On April 1, 2024, the Group incorporated SEALSQ USA, Ltd in Arizona, U.S.A., to serve as its headquarters for its semiconductor’s operations in North America. Options granted under WISeKey ESOP After December 31, 2023, a total of 64,875 Employee Stock Options Credit Agreement with ExWorks Capital Fund I, L.P After December 31, 2023, the Group was contacted by the receiver of ExWorks Capital Fund I, L.P in relation to the outstanding borrowings. |
Impacts of ongoing conflicts
Impacts of ongoing conflicts | 12 Months Ended |
Dec. 31, 2023 | |
Impacts Of Ongoing Conflicts | |
Impacts of ongoing conflicts | Note 38. Impacts of ongoing conflicts 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. The WISeKey group 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 the Group’s supply chain in the future. As at December 31, 2023, WISeKey has assessed the consequences of the war for its financial disclosures and considered the impacts on key judgments and significant estimates, and has concluded that no changes were required. WISeKey will continue to monitor these areas of increased risk for material changes. Impacts of the Israel–Hamas conflict Israel’s declaration of war on Hamas in October 2023 has degraded the geopolitical environment in the region and created uncertainty. The WISeKey group does not have any operation or customer in that region, and, as such, does not foresee any direct impact of the war on its operations. However, depending on its duration and intensity, the war may adversely affect the global economy, financial markets and the Group’s supply chain in the future. As at December 31, 2023, WISeKey has assessed the consequences of the war for its financial disclosures and considered the impacts on key judgments 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, 2023 | |
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. Our most critical accounting estimates include: - Inventory Valuation (see Note 10) - Recoverability of deferred tax assets (see Note 32) - Revenue recognition (see Note 27) - Bonds, mortgages and other long-term debt (see Note 22) - Convertible note payable, current and noncurrent (see Note 22) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Group’s financial instruments are primarily composed of cash and cash equivalents, accounts receivable, accounts payable and other current liabilities, other liabilities, and debt obligations. Fair value is the price that would be received to sell an asset or the amount paid to transfer a liability, also referred to as the “exit price,” in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, as described in Note 6, the fair value measurement classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Management’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. Fair values of financial instruments are estimated using public market prices, quotes from financial institutions and other available information. Due to their short-term maturity, the carrying amounts of cash and cash equivalents, accounts receivable and contract assets, accounts payable and other current liabilities approximate their fair values, and management also believes that the carrying values of notes and other receivables and outstanding balances on the Group’s credit and term loan facilities approximate their fair values, based on their specific asset and/or liability characteristics, including having terms consistent with current market conditions. The fair value of convertible note payable is calculated based on the present value of the future cash flows as of the reporting date. |
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 Credit losses | Allowance for Credit losses 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 receivables 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 an inventory valuation allowance based on an analysis of physical deterioration, 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). |
Litigation and Contingencies | Litigation and Contingencies Should legal proceedings and tax matters arise, due to their nature, such legal proceedings and tax matters involve inherent uncertainties including, but not limited to, court rulings, negotiations between affected parties and governmental actions. Management assesses the probability of loss for such contingencies and accrues liability and/or discloses the relevant circumstances, as appropriate. |
Income Taxes | Income Taxes Taxes on income are accrued in the same period as the income 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. |
Government Assistance - Research Tax Credits | Government Assistance - 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 credit is therefore considered to be a refundable R&D tax credit which is s not within the scope of the income tax standard (ASC 740). It is included in current assets under government assistance in the balance sheet in line with ASC 832. |
Earnings per Share | Earnings per Share Historically, basic earnings per share were calculated using WISeKey International Holding Ltd’s weighted-average outstanding WIHN Class B Shares. When the effects are not antidilutive, diluted earnings per share were calculated using the weighted-average outstanding WIHN Class B Shares and the dilutive effect of stock options as determined under the treasury stock method. The Company had assessed that the other class of shares, the non-listed WIHN Class A Shares, were not eligible for dividend and, as a result, did not apply the two-class method required for companies with multiple classes of common stock. However, in the course of 2023, the dividend in kind voted by the board of directors was distributed to both shareholders of WIHN Class B Shares and WIHN Class A Shares. We have therefore amended our presentation of earnings per share to show the allocation between both classes of shares. As a result of this assessment, basic earnings per share are calculated using the two-class method required for companies with multiple classes of common stock. The two-class method determines net earnings per common share for each class of common stock according to dividends declared or accumulated and participation rights in distributed and undistributed earnings or losses. The two-class method requires income available to common stockholders for the period to be allocated between each class of common stock based upon their respective rights to receive dividends as if all income for the period had been distributed. For WISeKey, the dividend rights of the holders of WIHN Class A Shares and WIHN Class B Shares (collectively, the “ common stock 2.50 0.25 When the effects are not antidilutive, diluted earnings per share is calculated using the weighted-average outstanding common shares and the dilutive effect of stock options as determined under the treasury stock method. |
Segment Reporting | Segment Reporting Our chief operating decision maker, who is also our Chief Executive Officer, regularly reviews information collated into two segments for purposes of allocating resources and assessing budgets and performance. We report our financial performance based on this segment structure described in Note 33. |
Comprehensive Income / (Loss) | Comprehensive Income / (Loss) Comprehensive income includes net income and other comprehensive income ("OCI"). Other comprehensive income consists of revenues, expenses, gains, and losses to be included in comprehensive income but excluded from net income as listed in ASC 220-10-45-10A. In line with ASC 220 (Income Statement - Reporting Comprehensive Income), we have elected to report comprehensive income in a single continuous financial statement with two sections: net income and other comprehensive income. We present each of the components of other comprehensive income separately, based on their nature, in the statement of comprehensive income. |
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, 2023, the Group adopted Accounting Standards Update (ASU) 2021-08, Business Combinations (topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 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. There was no impact on the Group's results upon adoption of the standard. The group also adopted Accounting Standards Update (ASU) 2022-02, Financial instruments – Credit Losses (Topic 326) Troubled Debt Restructuring and Vintage Disclosures. ASU 2022-02 eliminates troubled debt restructuring guidance for organizations that adopted the amendments in ASU 2016-13 while providing for additional disclosures for loan modifications. It eliminates guidance for troubled debt restructuring by creditors. In addition to the elimination of TDR guidance, an entity that has adopted ASU 2022-02 no longer considers renewals, modifications, and extensions that result from reasonably expected TDRs in their calculation of the allowance for credit losses in accordance with ASC 326-20. Additionally, ASU 2022-02 enhances disclosure requirements for certain loan modifications by creditors for borrowers experiencing financial difficulty. ASU 2022-02 also amends the vintage disclosure guidance for public business entities. There was no impact on the Group's results upon adoption of the standard. New FASB Accounting Standard to be adopted in the future: In March 2023, The FASB issued ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements, which requires all companies to amortize leasehold improvements associated with common control leases over the asset’s useful life to the common control group regardless of the lease term. Summary: The amendments allow a private company Effective Date: ASU 2023-01 is effective for public business entities for fiscal years beginning after December 15, 2023, 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. In October 2023, the FASB issued ASU No 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”). Summary: Effective Date: ASU 2023-06 effective date for entities subject to SEC disclosure requirements will be the same as the SEC’s effective date to remove the related disclosure from Regulation S-X and Regulation S-K. Each amendment will be effective for all other entities two years later. Entities must adopt all amendments prospectively, and early adoption is prohibited. If by June 30, 2027, the SEC has not removed the existing disclosure requirement from Regulations S-X or S-K, the corresponding disclosure pending requirement will be removed from the Codification and will not become effective. 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. In November 2023, the FASB issued ASU No 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which enhances current segment disclosures and requires additional disclosures of significant segment expenses. Summary: The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. Effective Date: ASU 2023-07 is effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. 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. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. Summary: The intent of this standard is to enhance the decision usefulness of income tax disclosures. The standard applies to all entities subject to ASC Topic 740, Income Taxes. In addition, entities will be required to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes. They will also disclose the amount of income taxes paid (net of refunds) disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid. The standard also outlines additional disclosure requirements for all entities and specific updates for public business entities. Effective Date: ASU 2023-09 is effective for public business entities for fiscal years beginning after December 15, 2024. 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. |
Basis of presentation (Tables)
Basis of presentation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation - Earnings Per Share - Prior Period Adjustments | Below is a summary of the impact of the change in policy on the previous years’ presentation of earnings per share. Basis of Presentation - Earnings Per Share - Prior Period Adjustments Previously Reported 12 months ended December 31, 12 months ended December 31, Restated Amount 2022 2021 2022 2021 USD As previously reported Restated amount Earnings per Class A Share Earnings per Class A Share from continuing operations Basic - - (0.44 ) (1.64 ) Diluted - - (0.44 ) (1.64 ) Earnings per Class A Share from discontinued operations Basic - - (0.87 ) (0.04 ) Diluted - - (0.87 ) (0.04 ) Earning per Class A Share attributable to WISeKey International Holding Ltd Basic - - (1.22 ) (1.42 ) Diluted - - (1.22 ) (1.42 ) Earnings per Class B Share Earnings per Class B Share from continuing operations Basic (4.50 ) (16.5 ) (4.36 ) (16.38 ) Diluted (4.50 ) (16.5 ) (4.36 ) (16.38 ) Earnings per Class B Share from discontinued operations Basic (8.50 ) (0.50 ) (8.65 ) (0.44 ) Diluted (8.50 ) (0.50 ) (8.65 ) (0.44 ) Earning per Class B Share attributable to WISeKey International Holding Ltd Basic (12.00 ) (14.00 ) (12.22 ) (14.20 ) Diluted (12.00 ) (14.00 ) (12.22 ) (14.20 ) |
Concentration of credit risks (
Concentration of credit risks (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Concentration Of Credit Risks - Schedule of Concentration Risk | Revenue concentration (% of total net sales) Receivables concentration (% of total accounts receivable) Revenue 12 months ended December 31, As at December 31, Receivables 2023 2022 2021 2023 2022 IoT operating segment Multinational electronics contract manufacturing company 15 14 10 14 30 International equipment and software manufacturer 6 5 8 18 11 International digital identity & security provider 12 9 0 0 6 International software services provider 8 6 5 13 4 International telecommunication company 5 3 2 12 2 Multinational telecommunication & hardware manufacturing company 4 5 5 11 7 |
Fair value measurements (Tables
Fair value measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis | As at December 31, 2023 As at December 31, 2022 Level 3 Level 1 Accounts Receivable Accounts Payable Derivative Liabilities, Current USD'000 Carrying amount Fair value Carrying amount Fair value Fair value level Note ref. Nonrecurring fair value measurements Accounts receivable, net of allowance for credit losses 5,471 5,471 2,573 2,573 3 8 Notes receivable, current 63 63 67 67 3 9 Notes receivable from related parties, noncurrent - - 64 64 3 Equity securities, at cost 486 486 472 472 3 17 Accounts payable 12,863 12,863 13,401 13,401 3 19 Notes payable 4,164 4,164 4,196 4,196 3 20 Bonds, mortgages and other long-term debt 1,820 1,820 1,850 1,850 3 22 Convertible note payable, noncurrent 1,519 1,846 1,267 1,267 3 22 Recurring fair value measurements Equity securities, at fair value - - 1 1 1 18 |
Accounts receivable (Tables)
Accounts receivable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 Trade accounts receivable 5,380 2,463 Allowance for credit losses (114) (64) Accounts receivable from other related parties 178 171 Accounts receivable from shareholders - - Accounts receivable from underwriters, promoters, and employees - - Other accounts receivable 27 3 Total accounts receivable, net of allowance for credit losses 5,471 2,573 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 Raw materials 1,025 4,523 Work in progress 4,205 2,987 Total inventories 5,230 7,510 |
Other current assets (Tables)
Other current assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 Value-Added Tax receivable 657 352 Advanced payment to suppliers 346 1,025 Deposits, current 5 3 Total other current assets 1,008 1,380 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 Machinery & equipment Machinery & Equipment 6,997 4,132 Office equipment and furniture Office Equipment and Furniture 3,186 2,944 Computer equipment and licenses Computer Equipment and Licenses 1,861 1,558 Total property, plant and equipment gross 12,044 8,634 Accumulated depreciation for: Machinery & equipment (3,963) (3,707) Office equipment and furniture (3,044) (2,703) Computer equipment and licenses (1,645) (1,382) Total accumulated depreciation (8,652) (7,792) Total property, plant and equipment, net 3,392 842 Depreciation charge from continuing operations for the year 624 443 |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 Intangible assets not subject to amortization: Cryptocurrencies Cryptocurrencies Not Subject to Amortization 96 96 Intangible assets subject to amortization: Trademarks 149 136 Patents 2,281 2,281 License agreements 12,132 11,195 Other intangibles 6,933 6,393 Total intangible assets gross 21,591 20,101 Accumulated amortization for: Trademarks Trademarks (149) (136) Patents Patents (2,281) (2,281) License agreements License Agreements (12,132) (11,193) Other intangibles Other Intangibles (6,933) (6,393) Total accumulated amortization (21,495) (20,003) Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net - 2 Total intangible assets, net 96 98 Amortization charge from continuing operations for the year 1 69 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases - Schedule of Lease Costs | In the years 2023, 2022, and 2021 we recognized rent expenses associated with our leases as follows: Leases - Schedule of Lease Costs 12 months ended December 31, USD'000 2023 2022 2021 Finance lease cost: Amortization of right-of-use assets - 33 68 Interest on lease liabilities - 1 7 Operating lease cost: Fixed rent expense 668 587 695 Short-term lease cost - 2 7 Net lease cost from continuing operations 668 623 777 Lease cost - Cost of sales Cost of Sales - - - Lease cost - General & administrative expenses General & Administrative Expenses 668 623 777 Net lease cost from continuing operations 668 623 777 |
Leases - Schedule of Cash and Non-Cash Activities Associated with Leases | In the years 2023 and 2022, 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 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases - 61 Operating cash flows from operating leases 614 610 Financing cash flows from finance leases - 1 Non-cash investing and financing activities : Net lease cost from continuing operations 668 623 Additions to ROU assets obtained from: New operating lease liabilities 66 56 |
Leases - Schedule of Right-of-Use Assets and Lease Liabilities | The following table provides the details of right-of-use assets and lease liabilities as of December 31, 2023: Leases - Schedule of Right-of-Use Assets and Lease Liabilities As at December 31, 2023 USD'000 Right-of-use assets: Operating leases 2,052 Total right-of-use assets 2,052 Lease liabilities: Operating leases 2,081 Total lease liabilities 2,081 |
Leases - Schedule of Future Minimum Lease Payments | As at December 31, 2023, 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 2024 641 - - 641 2025 615 - - 615 2026 561 - - 561 2027 292 - - 292 2028 and beyond 160 - - 160 Total future minimum operating and short-term lease payments 2,269 - - 2,269 Less effects of discounting (188) - - (188) Lease liabilities recognized 2,081 - - 2,081 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill - Schedule of Goodwill | USD'000 IoT Segment Total Goodwill balance as at December 31, 2021 8,317 8,317 Goodwill acquired during the year - - Impairment losses - - As at December 31, 2022 Goodwill 8,317 8,317 Accumulated impairment losses - - Goodwill balance as at December 31, 2022 8,317 8,317 Goodwill acquired during the year - - Impairment losses - - As at June December 31, 2023 Goodwill 8,317 8,317 Accumulated impairment losses - - Goodwill balance as at December 31, 2023 8,317 8,317 |
Accounts payable (Tables)
Accounts payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 Trade creditors 3,568 5,207 Accounts payable to Board Members 826 353 Accounts payable to other related parties 104 70 Accounts payable to underwriters, promoters, and employees 4,200 3,918 Other accounts payable 4,165 3,853 Total accounts payable 12,863 13,401 |
Notes payable (Tables)
Notes payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 Short-term loan 4,085 4,121 Short-term loan from shareholders 79 75 Total notes payable 4,164 4,196 |
Other current liabilities (Tabl
Other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 Other tax payable 319 108 Customer contract liability, current 353 105 Other current liabilities 160 196 Total other current liabilities 832 409 |
Employee benefit plans (Tables)
Employee benefit plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 2021 Wages and Salaries 12,507 12,401 12,208 Social security contributions 3,611 3,123 3,320 Net service costs 449 422 671 Other components of defined benefit plans, net (45) 14 (78) Total 16,522 15,960 16,121 |
Employee Benefit Plans - Schedule of Assumptions | As at December 31, Assumptions 2023 2023 2022 2022 2021 2021 Switzerland France Switzerland France Switzerland France Switzerland Discount rate 3.05 1.52 3.65 2.25 0.75 0.33 Expected rate of return on plan assets n/a 3.04 n/a 3.00 n/a 1.50 Salary increases 3 2 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 2023 2022 2021 Fair value of plan assets (10,108) (12,169) (12,332) Projected benefit obligation 11,867 16,938 19,100 Surplus/deficit 1,759 4,769 6,768 Opening balance sheet liability / (asset) (funded status) 1,759 4,769 6,768 Reconciliation of benefit obligation during the year Projected benefit obligation at start of year 11,867 16,938 19,100 Net service cost 237 213 263 Interest expense 279 52 29 Plan participant contributions 98 98 153 Net benefits paid to participants (100) (2,225) (278) Prior service costs (19) - (123) Actuarial losses / (gains) 606 (2,892) (1,407) Curtailment & Settlement - - (194) Currency translation adjustment 1,175 (317) (605) Projected benefit obligation at end of year 14,143 11,867 16,938 Reconciliation of plan assets during year Fair value of plan assets at start of year (10,108) (12,169) (12,332) Employer contributions paid over the year (184) (190) (263) Plan participant contributions (98) (98) (153) Net benefits paid to participants 78 2,201 162 Interest income (311) (157) (177) Return in plan assets, excl amounts included in net interest 501 82 224 Currency translation adjustment (1,020) 223 370 Fair value of plan assets at end of year (11,142) (10,108) (12,169) Reconciliation to balance sheet end of year Fair value of plan assets (11,142) (10,108) (12,169) Defined benefit obligation - funded plans 14,143 11,867 16,938 Surplus/deficit 3,001 1,759 4,769 Closing balance sheet liability / (asset) (funded status) 3,001 1,759 4,769 |
Employee Benefit Plans - Schedule of Changes in Projected Benefit Obligations | Movement in Funded Status USD'000 Fiscal year 2023 2022 2021 Opening balance sheet liability (funded status) 1,759 4,769 6,768 Net service cost 237 213 263 Net interest cost / (credit) (32) (105) (148) Amortization of net (gain) / loss - 152 270 Amortization of prior service cost / (credit) (26) (28) (12) Settlement / curtailment cost / (credit) - - (194) Currency translation adjustment (2) (5) 6 Total net periodic benefit cost / (credit) 177 227 185 Actuarial (gain) / loss on liabilities from changes to financial assumptions 1,005 (3,001) (420) Actuarial (gain) / loss on liabilities from changes to demographic assumptions - - (645) Actuarial (gain) / loss on liabilities due to experience (399) 109 (342) Return in plan assets, excl. amounts included in net interest 501 82 224 Prior service cost / (credit) (19) - (123) Amortization of net (gain) / loss - (152) (270) Amortization of prior service cost / (credit) 26 28 12 Currency translation adjustment 37 0 (8) Total (gain) / loss recognized via other comprehensive income 1,151 (2,934) (1,572) Employer contributions paid in the year (184) (190) (263) Cashflow required to pay benefit payments (22) (24) (116) Total cashflow (206) (214) (379) Currency translation adjustment 120 (89) (233) Closing balance sheet liability (funded status) 3,001 1,759 4,769 Reconciliation of unrecognized (gain) / loss Unrecognized (gain) / loss at beginning of year (338) 2,651 4,237 Amortization during the year - (152) (270) Actuarial (gain) / loss on liabilities 606 (2,892) (1,407) Actuarial (gain) / loss on assets 501 82 224 Currency translation adjustment (8) (27) (133) Unrecognized (gain) / loss at year-end 795 (338) 2,651 Reconciliation of unrecognized prior service cost / (credit) Unrecognized prior service cost / (credit) at beginning of year (503) (537) (440) Prior service cost for the current period (19) - (123) Amortization during the year 26 28 12 Currency translation adjustment (46) 6 14 Unrecognized prior service cost / (credit) at year-end (542) (503) (537) |
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 Switzerland France 2024 418 38 2025 410 - 2026 2,270 53 2027 632 52 2028 543 42 2029 to 2033 3,024 347 |
Stockholders_ equity (Tables)
Stockholders’ equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 As at December 31, 2022 Share Capital Class A Shares Class B Shares Class A Shares Class B Shares Par value per share (in CHF) 0.25 2.50 0.25 2.50 Share capital (in USD) 400,186 8,170,070 400,186 5,334,177 Per Articles of association and Swiss capital categories Conditional Share Capital - Total number of conditional shares(1) 400,000 1,500,000 400,000 1,042,000 Total number of fully paid-in shares 1,600,880 3,076,150 1,600,880 2,005,890 Per US GAAP Total number of authorized shares 2,000,880 6,194,267 2,000,880 3,548,392 Total number of fully paid-in issued shares(1) 1,600,880 3,076,150 1,600,880 2,005,890 Total number of fully paid-in outstanding shares(1) 1,600,880 2,954,097 1,600,880 1,996,745 Par value per share (in CHF) 0.25 2.50 0.25 2.50 Share capital (in USD) 400,186 8,170,070 400,186 5,334,177 Total share capital (in USD) 8,570,256 5,734,363 Treasury Share Capital Total number of fully paid-in shares held as treasury shares - 122,053 - 9,145 Treasury share capital (in USD) - 691,280 - 370,744 Total treasury share capital (in USD) - 691,280 - 370,744 (1) Conversions of conditional capital that were not registered with the commercial register as of December 31, 2023 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, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income - Schedule of Accumulated Other Comprehensive Income | USD'000 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 Total net foreign currency translation adjustments (743) Total defined benefit pension adjustment (1,151) Total other comprehensive income/(loss), net (1,894) Accumulated other comprehensive income as at December 31, 2023 4,041 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 At One Point in Time Over time Over Time Total USD'000 2023 2022 2021 2023 2022 2021 2023 2022 2021 IoT Segment Secure chips Upon delivery 30,044 23,198 16,867 14 - - 30,058 23,198 16,867 Total IoT segment revenue 30,044 23,198 16,867 14 - - 30,058 23,198 16,867 mPKI Segment Certificates Upon issuance - - - 180 111 153 180 111 153 Licenses and integration Upon delivery - 107 607 387 149 - 387 256 607 SaaS, PCS and hosting Quarterly or yearly - - - 293 249 19 293 249 19 Total mPKI segment revenue - 107 607 860 509 172 860 616 779 Total revenue from continuing operations 30,044 23,305 17,474 874 509 172 30,918 23,814 17,646 |
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 2023 2022 2021 IoT Segment Switzerland 1,436 751 406 Rest of EMEA 8,549 6,026 3,721 North America 16,531 13,609 10,631 Asia Pacific 3,466 2,745 2,062 Latin America 76 67 47 Total IoT segment revenue 30,058 23,198 16,867 mPKI Segment Switzerland 316 253 596 Rest of EMEA 394 234 98 North America 115 68 58 Asia Pacific - - - Latin America 35 61 27 Total mPKI segment revenue 860 616 779 Total net sales from continuing operations 30,918 23,814 17,646 *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 2023 2022 Trade accounts receivables Trade accounts receivable - IoT segment 5,103 2,269 Trade accounts receivable - mPKI segment 277 194 Total trade accounts receivables 5,380 2,463 Contract assets - - Total contract assets - - Contract liabilities - current 353 105 Contract liabilities - noncurrent 3 8 Total contract liabilities 356 113 Deferred revenue Deferred revenue - mPKI segment 241 197 Deferred revenue - IoT segment - - Total deferred revenue 241 197 Revenue from continuing operations recognized in the period from amounts included in the deferred revenue at the beginning of the year 179 209 |
Revenue - Schedule of Remaining Performance Obligations | Estimated revenue from remaining performance obligations USD'000 2023 570 2024 27 Total remaining performance obligation 597 |
Other operating income (Tables)
Other operating income (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Other Operating Income - Schedule of Other Operating Income | 12 months ended December 31, USD'000 2023 2022 2021 Accounts payable write-off - 1,899 - Other operating income from related parties 119 66 71 Other operating income - other 48 108 112 Total other operating income from continuing operations 167 2,073 183 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 December 31, 2022 December 31, 2021 Dividend yield None None None Risk-free interest rate used (average) 1.00% 1.00% 1.00% Expected market price volatility 69.77 70.72 69.58 87.74 61.33 99.64 Average remaining expected life of stock options on WIHN Class B Shares (years) 5.23 4.25 4.31 Average remaining expected life of stock options on WIHN Class A Shares (years) 1.40 2.40 3.40 |
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, 2023 and 2022. 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, 2021 2,333 64.0 - - Granted 81,099 8.50 - - Vested (81,692) 9.00 - - Non-vested forfeited or cancelled - - - - Non-vested options as at December 31, 2022 1,740 37.50 - - Granted 18,418 10.00 - - Vested (19,210) 11.00 - - Non-vested forfeited or cancelled (680) 46.22 - - Non-vested options as at December 31, 2023 268 7.50 - - |
Stock-Based Compensation - Schedule of Stock Option Activity | The following tables summarize the Group’s stock option activity for the years ended December 31, 2023, 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, 2021 76,218 35.50 5.28 2,468,898 Of which vested 73,885 34.50 5.25 2,455,994 Of which non-vested 2,333 - - - Granted 81,095 2.50 - - Exercised or converted (6,256) 2.50 - 39,661 Forfeited or cancelled - - - - Expired (10,440) 218.00 - - Outstanding as at December 31, 2022 140,617 3.00 6.10 887,345 Of which vested 138,877 3.00 6.11 878,378 Of which non-vested 1,740 - - - Granted 18,418 2.85 - - Exercised or converted (10,086) 2.50 - 7,867 Forfeited or cancelled (680) 2.50 - - Expired (230) - - Outstanding as at December 31, 2023 148,039 3.11 5.23 111,306 Of which vested 147,771 3.11 5.23 111,104 Of which non-vested 268 - - 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, 2021 392,720 0.25 6.90 1,520,393 Granted - - - - Outstanding as at December 31, 2022 392,720 0.25 5.90 248,950 Of which vested 392,720 0.25 5.90 248,950 Granted - - - - Outstanding as at December 31, 2023 392,720 0.25 4.90 23,339 Of which vested 392,720 0.25 4.90 23,339 |
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 2023 2022 2021 In relation to Employee Stock Option Plans (ESOP) 178 743 3,761 In relation to non-ESOP Option Agreements - 1 22 Total 178 744 3,783 Stock-based compensation expenses are recorded under the following expense categories in the income statement. Stock-based compensation expenses from continuing operations 12 months ended December 31, USD’000 2023 2022 2021 Research & development expenses Research & Development Expenses - 177 485 Selling & marketing expenses Selling & Marketing Expenses 67 280 820 General & administrative expenses General & Administrative Expenses 111 287 2,478 Total 178 744 3,783 |
Non-operating income (Tables)
Non-operating income (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 2021 Foreign exchange gain 1,315 3,813 2,379 Sale of arago intellectual property 900 - - Financial income 36 9 - Interest income 90 5 9 Other 33 110 121 Total non-operating income from continuing operations 2,374 3,937 2,509 |
Non-operating expenses (Tables)
Non-operating expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 2021 Foreign exchange losses 2,134 3,618 2,146 Financial charges 261 56 158 Interest expense 702 565 893 Other components of defined benefit plans, net (45) 14 (78) Accounts receivable write-off - 1,282 - Other 55 16 307 Total non-operating expenses from continuing operations 3,107 5,551 3,426 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 2021 Switzerland Switzerland (18,766) (16,314) (14,756) Foreign Foreign 3,547 3,269 (8,703) Income/(loss) before income tax from continuing operations (15,219) (13,045) (23,459) |
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 12 months ended December 31, USD'000 2023 2022 2021 Switzerland - - - Foreign (230) 3,238 (13) Income tax income / (expense) from continuing operations (230) 3,238 (13) |
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 2023 2022 2021 Net income/(loss) from continuing operations before income tax (15,219) (13,045) (23,459) Statutory tax rate 14% 14% 14% Expected income tax (expense) / recovery 2,131 1,825 3,282 Change in tax loss carryforwards 2,778 5,760 (341) Change in loss carryforwards in relation to the debt remission of WISeKey Semiconductors SAS (514) 1,342 - Change in valuation allowance (2,682) (3,129) (2,849) Permanent difference in relation to stock-based compensation 2 - (92) Permanent difference (1,945) (2,560) (13) Income tax (expense) / recovery from continuing operations (230) 3,238 (13) |
Income Taxes - Schedule of Deferred Tax Assets and Liabilities | The Group’s deferred tax assets and liabilities consist of the following: Income Taxes - Schedule of Deferred Tax Assets and Liabilities 12 months ended December 31, USD'000 2023 2022 Switzerland - - Foreign 3,077 3,295 Deferred income tax assets / (liabilities) 3,077 3,295 As at December 31, As at December 31, USD'000 2023 2022 Stock-based compensation (2) - Defined benefit accrual 363 161 Tax loss carry-forwards 23,537 20,759 Add back loss carryforwards used for the debt remission by WISeKey Semiconductors SAS 828 1,342 Valuation allowance (21,649) (18,967) Deferred income tax assets / (liabilities) 3,077 3,295 |
Income Taxes - Schedule of Operating Loss Carryforward | As of December 31, 2023, 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, 2023 USD United States Switzerland Spain France UK India Vietnam Saudi Arabia Gibraltar Total 2024 - 6,146 - - - - - - - 6,146 2025 - 11,260 - - - - - - - 11,260 2026 - 6,652 - - - - - - - 6,652 2027 - 22,986 - - - - 3 - - 22,989 2028 - 28,346 - - - - 4 - - 28,350 2029 - 63,887 - - - - - - - 63,887 2030 - 24,150 - - - - - - - 24,150 2031 - - - - - 13 - - - 13 2032 21 - - - - 84 - - - 105 2033 - - - - - - - - - - 2034 - - - - - - - - - - 2035 247 - - - - - - - - 247 2036 - - - - - - - - - - 2037 159 - - - - - - - - 159 2038 - - - - - - - - - - 2039 220 - - - - - - - - 220 2040 90 - - - - - - - - 90 2041 - - - - - - - - - - 2042 45 - - - - - - - - 45 2043 - - - - - - - - - - 2044 - - - - - - - - - - No expiry n/a n/a 3,632 13,740 6 n/a n/a 39 7 17,424 Total operating loss carry-forwards 782 163,427 3,632 13,740 6 97 7 39 7 181,737 |
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 2022 - 2023 USA 2022 - 2023 France 2022 - 2023 Spain 2018 - 2023 Japan Japan 2023 Taiwan Taiwan 2023 India 2023 Germany 2022 - 2023 UK 2017 - 2023 Arabia 2023 Vietnam 2023 Gibraltar 2023 |
Segment information and geogr_2
Segment information and geographic data (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information and Geograhic Data - Schedule of Segment Reporting Information by Segment | 12 months to December 31, 2023 2022 2021 USD'000 IoT mPKI Total IoT mPKI Total IoT mPKI Total Revenues from external customers 30,058 860 30,918 23,198 616 23,814 16,867 779 17,646 Intersegment revenues - 1,040 1,040 - 1,931 1,931 128 2,506 2,634 Interest revenue 88 2 90 10 5 15 1 54 55 Interest expense 189 513 702 4 572 576 30 976 1,006 Depreciation and amortization 571 54 625 408 104 512 470 94 564 Segment income /(loss) before income taxes (3,043) (12,081) (15,124) 4,589 (17,542) (12,953) (1,302) (22,032) (23,334) Profit / (loss) from intersegment sales - 95 95 - 92 92 6 119 125 Income tax recovery /(expense) (225) (5) (230) 3,251 (12) 3,238 - (13) (13) Other significant non cash items Share-based compensation expense - 178 178 - 744 744 - 3,783 3,783 Interest and amortization of debt discount and expense 574 50 624 - 168 168 - 1,057 1,057 Segment assets 27,935 65,072 93,007 29,145 53,713 82,858 11,377 89,410 100,787 |
Segment Information and Geographic Data - Schedule of Reconciliation of Revenue | Revenue and Loss reconciliations 12 months ended December 31, USD’000 2023 2022 2021 Revenue reconciliation Total revenue for reportable segment 31,958 25,745 20,280 Elimination of intersegment revenue (1,040) (1,931) (2,634) Total consolidated revenue 30,918 23,814 17,646 Loss reconciliation Total profit / (loss) from reportable segments (15,124) (12,953) (23,334) Elimination of intersegment profits (95) (92) (125) Loss before income taxes (15,219) (13,045) (23,459) |
Segment Information and Geographic Data - Schedule of Reconciliation of Assets | Asset reconciliation As at December 31, USD’000 2023 2022 Total assets from reportable segments 93,007 82,858 Elimination of intersegment receivables (1,378) (6,112) Elimination of intersegment investment and goodwill (43,828) (27,250) Consolidated total assets 47,801 49,496 |
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 2023 2022 2021 Switzerland 1,752 1,004 1,002 Rest of EMEA* Rest of EMEA 8,943 6,260 3,819 North America North America 16,646 13,677 10,689 Asia Pacific Asia Pacific 3,466 2,745 2,062 Latin America Latin America 111 128 74 Total net sales from continuing operations 30,918 23,814 17,646 *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 2023 2022 Switzerland 162 231 Rest of EMEA 3,230 608 North America - 1 Asia Pacific - 2 Total Property, plant and equipment, net of depreciation 3,392 842 |
Earnings_(Loss) per share (Tabl
Earnings/(Loss) per share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
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 2023 2022 2021 Net gain / (loss) attributable to WISeKey International Holding Ltd (USD'000) (15,360) (27,475) (20,340) Effect of potentially dilutive instruments on net gain (USD'000) n/a n/a n/a Net income / (loss) attributable to WISeKey International Holding Ltd after effect of potentially dilutive instruments (USD'000) n/a n/a n/a Class A Shares, par value CHF 0.25 Shares used in net gain / (loss) per Class A Share computation: Weighted average Class A Shares outstanding - basic 1,600,880 1,600,880 1,600,880 Effect of potentially dilutive equivalent shares n/a n/a n/a Weighted average Class A Shares outstanding - diluted 1,600,880 1,600,880 1,600,880 Net gain / (loss) per Class A Share Basic weighted average loss per Class A Share attributable to WISeKey International Holding Ltd (USD) (0.51) (1.22) (1.42) Diluted weighted average loss per Class A Share attributable to WISeKey International Holding Ltd (USD) (0.51) (1.22) (1.42) Class B Shares, par value CHF 2.50 Shares used in net gain / (loss) per Class B Share computation: Weighted average Class B Shares outstanding - basic 2,878,136 2,087,972 1,272,761 Effect of potentially dilutive equivalent shares n/a n/a n/a Weighted average Class B Shares outstanding - diluted 2,878,136 2,087,972 1,272,761 Net gain / (loss) per Class B Share Basic weighted average loss per Class B Share attributable to WISeKey International Holding Ltd (USD) (5.06) (12.22) (14.20) Diluted weighted average loss per Class B Share attributable to WISeKey International Holding Ltd (USD) (5.06) (12.22) (14.20) |
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 2023 2022 2021 Class B Shares Total stock options on Class B Shares 147,371 135,251 63,438 Total convertible instruments on Class B Shares 62,324 173,730 295,099 Total number of Class B Shares from dilutive vehicles with anti-dilutive effect 209,695 308,981 358,537 Class A Shares Total stock options on Class A Shares 392,720 392,720 392,720 Total number of Class A Shares from dilutive vehicles with anti-dilutive effect 392,720 392,720 392,720 |
Related parties disclosure (Tab
Related parties disclosure (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 1,473,162 58.83 100 Main operating company. Chip manufacturing, sales & distribution WiseTrust SA Switzerland 1999 CHF 680,000 100 100 Non-operating investment company WISeKey ELA SL Spain 2006 EUR 4,000,000 95.75 95.75 Sales & support WISeKey SAARC Ltd U.K. 2016 GBP 100,000 51 51 Non trading WISeKey USA Inc 1 U.S.A 2006 USD 6,500 97.88 97.88 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 58.83 100 Sales & distribution WISeKey IoT Taiwan Taiwan 2017 TWD 100,000 58.83 100 Sales & distribution WISeCoin AG Switzerland 2018 CHF 100,000 90 90 Sales & distribution WISeKey Equities AG Switzerland 2018 CHF 100,000 100 100 Financing, Sales & distribution WISeKey Semiconductors GmbH Germany 2019 EUR 25,000 100 100 Sales & distribution WISeKey Arabia - Information Technology Ltd Saudi Arabia 2019 SAR 200,000 51 51 Sales & distribution WISe.ART AG Switzerland 2020 CHF 100,000 100 100 Sales & distribution WISeKey Vietnam Ltd Vietnam 2021 VND 689,400,000 95.75 95.75 R&D SEALSQ Corp 3 British Virgin Islands 2022 USD 229,453 58.83 100 Sales & support WISeKey (Gibraltar) Limited Gibraltar 2022 GBP 100 100 100 Sales & support WISeSat.Space AG Switzerland 2023 CHF 100,000 100 n/a Sales & distribution Trust Protocol Association Switzerland 2019 CHF - 100 100 Association cofounded by WISeKey Equities AG involved in Internet security 1 2 3 |
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, in the year ended December 31, in the year ended December 31, (in USD'000) 2023 2022 2023 2022 2023 2022 2021 2023 2022 2021 1 Carlos Moreira - - 460 353 - - - - - - 2 Peter Ward - - 295 - - - - - - - 3 Philippe Doubre - - - - 39 63 179 - - - 4 David Fergusson - - 10 - 61 68 78 - - - 5 Jean-Philippe Ladisa - - 14 - 116 53 68 - - - 6 Eric Pellaton - - 10 - 76 87 92 - - - 7 Cristina Dolan - - 10 - 76 67 - - - - 8 María Pía Aqueveque Jabbaz - - 10 - 116 34 2 - - - 9 Ruma Bose - n/a 11 n/a 33 n/a n/a - n/a n/a 10 Danil Kerimi - n/a 6 n/a 8 n/a n/a - n/a n/a 11 Hans-Christian Boos - - - - - 158 125 - - - 12 Nicolas Ramseier - - - - - 1 - - - - 13 Philippe Gerwill - - - - - - 10 - - - 14 Geoffrey Lipman - - - - - - 8 - - - 15 OISTE 178 171 104 70 321 252 350 119 157 71 16 Terra Ventures Inc - - 31 30 - - - - - - 17 GSP Holdings Ltd - - 16 13 - - - - - - 18 SAI LLC (SBT Ventures) - - 32 30 - - - - - - 19 Related parties of Carlos Moreira - - - - 298 200 224 - - - Total 178 171 1,009 496 1,144 983 1,136 119 157 71 |
Future operations and going c_2
Future operations and going concern (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 01, 2024 | Jan. 10, 2024 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Operating income/(loss) | $ (13,300) | $ (10,436) | $ (21,160) | ||
Working capital deficit | $ 11,200 | ||||
Subsequent Events | Securities Purchase Agreement | the "Group" | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Securities purchased | $ 10,000 | $ 10,000 |
Basis of Presentation - Earning
Basis of Presentation - Earnings Per Share - Prior Period Adjustments (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common Stock Class A | |||
Earnings per Class B Share from continuing operations - Basic | $ (0.50) | $ (0.44) | $ (1.64) |
Earnings per Class B Share from continuing operations - Diluted | (0.50) | (0.44) | (1.64) |
Earnings per Class B Share from discontinued operations - Basic | (0.87) | (0.04) | |
Earnings per Class B Share from discontinued operations - Diluted | (0.87) | (0.04) | |
Earnings per Class B Share attributable to WISeKey International Holding Ltd - Basic | (0.51) | (1.22) | (1.42) |
Earnings per Class B Share attributable to WISeKey International Holding Ltd - Diluted | (0.51) | (1.22) | (1.42) |
Common Stock Class A | Restated Amount | |||
Earnings per Class B Share from continuing operations - Basic | (0.44) | (1.64) | |
Earnings per Class B Share from continuing operations - Diluted | (0.44) | (1.64) | |
Earnings per Class B Share from discontinued operations - Basic | (0.87) | (0.04) | |
Earnings per Class B Share from discontinued operations - Diluted | (0.87) | (0.04) | |
Earnings per Class B Share attributable to WISeKey International Holding Ltd - Basic | (1.22) | (1.42) | |
Earnings per Class B Share attributable to WISeKey International Holding Ltd - Diluted | (1.22) | (1.42) | |
Common Stock Class B | |||
Earnings per Class B Share from continuing operations - Basic | (5.01) | (4.36) | (16.38) |
Earnings per Class B Share from continuing operations - Diluted | (5.01) | (4.36) | (16.38) |
Earnings per Class B Share from discontinued operations - Basic | (8.65) | (0.44) | |
Earnings per Class B Share from discontinued operations - Diluted | (8.65) | (0.44) | |
Earnings per Class B Share attributable to WISeKey International Holding Ltd - Basic | (5.06) | (12.22) | (14.20) |
Earnings per Class B Share attributable to WISeKey International Holding Ltd - Diluted | $ (5.06) | (12.22) | (14.20) |
Common Stock Class B | Restated Amount | |||
Earnings per Class B Share from continuing operations - Basic | (4.36) | (16.38) | |
Earnings per Class B Share from continuing operations - Diluted | (4.36) | (16.38) | |
Earnings per Class B Share from discontinued operations - Basic | (8.65) | (0.44) | |
Earnings per Class B Share from discontinued operations - Diluted | (8.65) | (0.44) | |
Earnings per Class B Share attributable to WISeKey International Holding Ltd - Basic | (12.22) | (14.20) | |
Earnings per Class B Share attributable to WISeKey International Holding Ltd - Diluted | (12.22) | (14.20) | |
Common Stock Class B | Previously Reported | |||
Earnings per Class B Share from continuing operations - Basic | (4.50) | (16.5) | |
Earnings per Class B Share from continuing operations - Diluted | (4.50) | (16.5) | |
Earnings per Class B Share from discontinued operations - Basic | (8.50) | (0.50) | |
Earnings per Class B Share from discontinued operations - Diluted | (8.50) | (0.50) | |
Earnings per Class B Share attributable to WISeKey International Holding Ltd - Basic | (12) | (14) | |
Earnings per Class B Share attributable to WISeKey International Holding Ltd - Diluted | $ (12) | $ (14) |
Basis of presentation (Details
Basis of presentation (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 29, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Reverse stock split | The Group’s common stock began trading on a split-adjusted basis on June 30, 2023. Where the Reverse Stock Split of Class B shares resulted in fractions of ‘new’ Class B shares for the individual shareholder, the resulting fractions in new Class B shares were rounded down to the next whole number of ‘new’ Class B shares and shareholders were compensated for the remaining fractions in cash at a fixed price of CHF 8.735 per ‘new’ Class B share corresponding to a three-day volume-weighted average price of the WISeKey Class B Shares on the SIX Swiss Exchange prior to the ex-date of the Reverse Stock Split. WISeKey paid a total amount of CHF 1,747 (USD 1,952) in compensation for fractions. All share, warrant and options numbers, as well as share and per share amounts in the consolidated financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Split. | |||
Dividend in kind | $ 34,209 | |||
Common Stock Class A | ||||
Reverse stock split | Class A shares, par value CHF 0.01 per share at a ratio of one-for-twenty-five | |||
Common stock, par value | $ 0.25 | $ 0.25 | $ 0.25 | |
Common Stock Class B | ||||
Reverse stock split | Class B shares, par value CHF 0.05 per share at a ratio of one-for-fifty | |||
Common stock, par value | $ 2.50 | $ 2.50 | $ 2.50 |
Summary of significant accoun_3
Summary of significant accounting policies (Details Narrative) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Common Stock Class B | ||
Property, Plant and Equipment [Line Items] | ||
Common stock, par value | $ 2.50 | $ 2.50 |
Common Stock Class A | ||
Property, Plant and Equipment [Line Items] | ||
Common stock, par value | $ 0.25 | $ 0.25 |
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 - Schedule of Concentration Risk (Details) - IoT | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Multinational Electronics Contract Manufacturing Company | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 15% | 14% | 10% |
Multinational Electronics Contract Manufacturing Company | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 14% | 30% | |
International Equipment and Software Manufacturer | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 6% | 5% | 8% |
International Equipment and Software Manufacturer | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 18% | 11% | |
International Digital Identity Security Provider | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 12% | 9% | 0% |
International Digital Identity Security Provider | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 0% | 6% | |
International Software Services Provider | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 8% | 6% | 5% |
International Software Services Provider | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 13% | 4% | |
International Telecommunication Company | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 5% | 3% | 2% |
International Telecommunication Company | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 12% | 2% | |
Multinational Telecommunication Hardware Manufacturing Company | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 4% | 5% | 5% |
Multinational Telecommunication Hardware Manufacturing Company | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk | 11% | 7% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets, carrying amount | $ 47,801 | $ 49,496 |
Liabilities, carrying amount | 26,717 | 25,471 |
Level 3 | Accounts Payable | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities, carrying amount | 12,863 | 13,401 |
Liabilities, fair value | 12,863 | 13,401 |
Level 3 | Notes Payable | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities, carrying amount | 4,164 | 4,196 |
Liabilities, fair value | 4,164 | 4,196 |
Level 3 | Bonds, Mortgages and Other Long-Term Debt | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities, carrying amount | 1,820 | 1,850 |
Liabilities, fair value | 1,820 | 1,850 |
Level 3 | Convertible Note Payable, Noncurrent | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities, carrying amount | 1,519 | 1,267 |
Liabilities, fair value | 1,846 | 1,267 |
Receivables | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets, carrying amount | 5,471 | 2,573 |
Assets, fair value | 5,471 | 2,573 |
Notes Receivable [Member] | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets, carrying amount | 63 | 67 |
Assets, fair value | 63 | 67 |
Notes Receivable Related Parties, Noncurrent | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets, carrying amount | 64 | |
Assets, fair value | 64 | |
Equity Securities, At Cost | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets, carrying amount | 486 | 472 |
Assets, fair value | $ 486 | 472 |
Equity Securities, At Fair Value | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets, carrying amount | 1 | |
Assets, fair value | $ 1 |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details Narrative) $ in Thousands | Dec. 31, 2023 USD ($) |
Cash and Cash Equivalents [Abstract] | |
Cash and short term investments | $ 2,500 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Credit Loss [Abstract] | ||
Trade accounts receivable | $ 5,380 | $ 2,463 |
Allowance for credit losses | (114) | (64) |
Accounts receivable from other related parties | 178 | 171 |
Accounts receivable from shareholders | ||
Accounts receivable from underwriters, promoters, and employees | ||
Other accounts receivable | 27 | 3 |
Total accounts receivable, net of allowance for credit losses | $ 5,471 | $ 2,573 |
Notes receivable, current (Deta
Notes receivable, current (Details Narrative) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CHF (SFr) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 CHF (SFr) shares |
Employee | ||||
Related Party Transaction [Line Items] | ||||
Notes receivable | $ 63,268 | $ 66,872 | SFr 61,818 | |
ESOP options | 60,000 | 60,000 | ||
Carlos Moreira | ||||
Related Party Transaction [Line Items] | ||||
Notes receivable | $ 472 | SFr 397 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories, Current (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,025 | $ 4,523 |
Work in progress | 4,205 | 2,987 |
Total inventories | $ 5,230 | $ 7,510 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Inventory [Line Items] | |||
Inventory obsolescence | $ 594,000 | $ 554,000 | $ 0 |
Raw Materials | |||
Inventory [Line Items] | |||
Inventory obsolescence | 220,289 | 204,211 | 57,302 |
Work in Progress | |||
Inventory [Line Items] | |||
Inventory obsolescence | $ 373,469 | $ 349,623 | $ 404,509 |
Government assistance (Details
Government assistance (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Government Assistance [Abstract] | ||
Government assistance | $ 1,718,000 | $ 692,000 |
Government assistance, aggregate | $ 1,052,514 | $ 665,734 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Value-Added Tax receivable | $ 657 | $ 352 |
Advanced payment to suppliers | 346 | 1,025 |
Deposits, current | 5 | 3 |
Total other current assets | $ 1,008 | $ 1,380 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 12,044 | $ 8,634 |
Accumulated depreciation | (8,652) | (7,792) |
Total property, plant and equipment from continuing operations, net | 3,392 | 842 |
Depreciation charge from continuing operations for the year | 624 | 443 |
Machinery & Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,997 | 4,132 |
Accumulated depreciation | (3,963) | (3,707) |
Office Equipment and Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,186 | 2,944 |
Accumulated depreciation | (3,044) | (2,703) |
Computer Equipment and Licenses | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,861 | 1,558 |
Accumulated depreciation | $ (1,645) | $ (1,382) |
Property, plant and equipment_2
Property, plant and equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation charge from continuing operations for the year | $ 491,137 | |
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, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net | $ 21,591 | $ 20,101 |
Accumulated amortization | (21,495) | (20,003) |
Total intangible assets, net | 96 | 98 |
Amortization charge for the year to December 31, | 1 | 69 |
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 | 96 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net | 149 | 136 |
Accumulated amortization | (149) | (136) |
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 | 12,132 | 11,195 |
Accumulated amortization | (12,132) | (11,193) |
Other Intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization, net Total Intangible Assets Subject to Amortization, Net | 6,933 | 6,393 |
Accumulated amortization | (6,933) | (6,393) |
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 | $ 0 | $ 2 |
Intangible assets (Details Narr
Intangible assets (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization charge from continuing operations for the year | $ 72,872 | ||
Trademarks | $ 21,591,000 | $ 20,101,000 | |
Trademarks Not Subject to Amortization | |||
Finite-Lived Intangible Assets [Line Items] | |||
Trademarks | 96,164 | ||
Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Trademarks | $ 149,000 | 136,000 | |
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 | $ 12,132,000 | 11,195,000 | |
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 | $ 6,933,000 | $ 6,393,000 | |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finance lease cost: | |||
Amortization of right-of-use assets | $ 33 | $ 68 | |
Interest on lease liabilities | 1 | 7 | |
Operating lease cost: | |||
Fixed rent expense | 668 | 587 | 695 |
Short-term lease cost | 2 | 7 | |
Lease cost | 668 | 623 | 777 |
Cost of Sales | |||
Operating lease cost: | |||
Lease cost | 0 | 0 | 0 |
General & Administrative Expenses | |||
Operating lease cost: | |||
Lease cost | $ 668 | $ 623 | $ 777 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from finance leases | $ 61 | ||
Operating cash flows from operating leases | 614 | 610 | |
Financing cash flows from finance leases | 1 | $ 7 | |
Non-cash investing and financing activities : | |||
Net lease cost from continuing operations | 668 | 623 | $ 777 |
Additions to ROU assets obtained from: | |||
New operating lease liabilities | $ 66 | $ 56 |
Leases - Schedule of Right-of-U
Leases - Schedule of Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Total right-of-use assets | $ 2,052 | $ 2,289 |
Total lease liabilities | $ 2,081 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating - 2024 | $ 641 |
Short-term - 2024 | 0 |
Finance - 2024 | 0 |
Total lease payments - 2024 | 641 |
Operating - 2025 | 615 |
Short-term - 2025 | 0 |
Finance - 2025 | 0 |
Total lease payments - 2025 | 615 |
Operating - 2026 | 561 |
Short-term - 2026 | 0 |
Finance - 2026 | 0 |
Total lease payments - 2026 | 561 |
Operating - 2027 | 292 |
Short-term - 2026 | 0 |
Finance - 2027 | 0 |
Total lease payments - 2027 | 292 |
Operating - 2028 and beyond | 160 |
Short-term - 2027 and beyond | 0 |
Finance - 2028 and beyond | 0 |
Total lease payments - 2028 and beyond | 160 |
Operating - Total future minimum operating lease payments | 2,269 |
Short-term - Total future minimum short-term lease payments | |
Finance - Total future minimum finance lease payments | 0 |
Total Lease Payments - Total future minimum lease payments | 2,269 |
Operating - Less efffects of discounting | (188) |
Short-term - Less effects of discounting | 0 |
Finance - Less effects of discounting | 0 |
Total lease payments - Less effects of discounting | (188) |
Operating - Lease liabilities recognized | 2,081 |
Short-term - Lease liabilities recognized | 0 |
Finance - Lease liabilities recognized | 0 |
Total Lease Payments - Lease liabilities recognized | 2,081 |
Other Liabilities [Member] | |
Operating - Lease liabilities recognized | $ 2,081 |
Leases (Details Narrative)
Leases (Details Narrative) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted-average remaining lease term, operating leases | 3 years 9 months 21 days | |
Weighted average discount rate, operating leases | 4.70% | 3.21% |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Indefinite-Lived Intangible Assets [Line Items] | ||
Goodwill balance as at December 31, 2022 | $ 8,317 | $ 8,317 |
Goodwill acquired during the year | 0 | 0 |
Accumulated impairment losses | 0 | 0 |
Goodwill balance as at December 31, 2023 | 8,317 | 8,317 |
IoT | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Goodwill balance as at December 31, 2022 | 8,317 | 8,317 |
Goodwill acquired during the year | 0 | 0 |
Accumulated impairment losses | 0 | 0 |
Goodwill balance as at December 31, 2023 | $ 8,317 | $ 8,317 |
Equity securities, at cost (Det
Equity securities, at cost (Details Narrative) | 12 Months Ended | |||||
Dec. 31, 2020 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 EUR (€) | Apr. 08, 2021 USD ($) | Apr. 08, 2021 EUR (€) | Sep. 27, 2018 USD ($) $ / shares | |
"FOSSA" | ||||||
Equity investment | $ 485,715 | € 440,000 | $ 475,673 | € 440,000 | ||
the "Tarmin Warrant" | ||||||
Equity investment | $ | $ 7,000,000 | |||||
Investment ownership percentage | 22% | |||||
Exercise price, per share | $ / shares | $ 0.01 | |||||
Warrant, 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 ($) shares | Dec. 31, 2023 USD ($) | Mar. 29, 2017 EUR (€) shares | |
Equity financing | € | € 750,000 | ||
Equity financing, shares received | shares | 2,200,000 | 2,200,000 | |
Investment ownership percentage | 8.40% | 8.40% | |
Conversion ratio, per share | 0.3409 | ||
Equity securities, fair value | $ 846,561 | ||
Write-off of investment | $ 1,180 |
Accounts Payable - Schedule of
Accounts Payable - Schedule of Accounts Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Trade creditors | $ 3,568 | $ 5,207 |
Accounts payable to Board Members | 826 | 353 |
Accounts payable to other related parties | 104 | 70 |
Accounts payable to underwriters, promoters, and employees | 4,200 | 3,918 |
Other accounts payable | 4,165 | 3,853 |
Total accounts payable | $ 12,863 | $ 13,401 |
Accounts payable (Details Narra
Accounts payable (Details Narrative) - Dec. 31, 2023 | USD ($) | CHF (SFr) |
Carlos Moreira | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Payables | $ 459,600 | SFr 386,683 |
Peter Ward | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Payables | 295,337 | 248,480 |
Board Members | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Payables | 71,000 | |
Other Related Parties | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Payables | $ 104,114 | SFr 87,595 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Short-term loan | $ 4,085 | $ 4,121 |
Short-term loan from shareholders | 79 | 75 |
Total notes payable | $ 4,164 | $ 4,196 |
Notes payable (Details Narrativ
Notes payable (Details Narrative) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CHF (SFr) |
Short-Term Debt [Line Items] | |||
Short-term loan from shareholders | $ 4,085,000 | $ 4,121,000 | |
Weighted-average interest rate | 10% | 10% | 10% |
Line of Credit | ExWorks | |||
Short-Term Debt [Line Items] | |||
Short-term loan from shareholders | $ 4,030,000 | ||
Loan Payable | WISeKey SAARC Ltd. | |||
Short-Term Debt [Line Items] | |||
Short-term loan from shareholders | $ 78,950 | 75,038 | |
Loan Payable | UBS | |||
Short-Term Debt [Line Items] | |||
Short-term loan from shareholders | $ 55,388 | SFr 46,600 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Other tax payable | $ 319 | $ 108 |
Customer contract liability, current | 353 | 105 |
Other current liabilities | 160 | 196 |
Total other current liabilities | $ 832 | $ 409 |
Loans and line of credit (Detai
Loans and line of credit (Details Narrative) | 1 Months Ended | 12 Months Ended | |||||||||||||||||||
Jul. 12, 2023 USD ($) $ / shares shares | Jul. 10, 2023 shares | Apr. 04, 2019 USD ($) $ / shares | Jul. 31, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Apr. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Feb. 28, 2023 USD ($) $ / shares shares | Nov. 30, 2022 USD ($) | Mar. 31, 2022 | Sep. 27, 2021 | Jun. 30, 2021 USD ($) | Jun. 29, 2021 USD ($) | Jun. 29, 2021 CHF (SFr) | Mar. 26, 2020 CHF (SFr) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2023 CHF (SFr) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2023 CHF (SFr) shares | Jul. 11, 2023 USD ($) | |
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Total repayment of debt | $ 276,000 | $ 2,246,000 | $ 5,276,000 | ||||||||||||||||||
Proceeds from convertible debt | 12,990,000 | 4,820,000 | 44,362,000 | ||||||||||||||||||
Amortization of debt discount | 624,000 | 168,000 | $ 1,057,000 | ||||||||||||||||||
Convertible promissory note | $ 1,519,000 | $ 1,267,000 | |||||||||||||||||||
Total issue of ordinary shares | shares | 187,294 | 137,597 | 187,294 | ||||||||||||||||||
Private Placement [Member] | L1 Capital Global Opportunities Master Fund | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Private placement | $ 10,000,000 | ||||||||||||||||||||
Private placement, description of transaction | divided into two equal tranches, in the form of Senior Unsecured Original Issue 4% Discount Convertible Promissory Notes | ||||||||||||||||||||
Private placement, available borrowings | $ 5,000,000 | ||||||||||||||||||||
Facility, additional information | the unconverted balance on the First L1 Note was USD 1 million and the unamortized debt discount balance was USD 170,994, hence a carrying value of USD 829,006 | the unconverted balance on the First L1 Note was USD 1 million and the unamortized debt discount balance was USD 170,994, hence a carrying value of USD 829,006 | |||||||||||||||||||
Private Placement [Member] | L1 Capital Global Opportunities Master Fund | First Tranche | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Private placement | $ 5,000,000 | ||||||||||||||||||||
Unamortized debt discount | $ 705,572 | ||||||||||||||||||||
Commissions to placement agent | 250,000 | ||||||||||||||||||||
Fair value of debt | 4,987,363 | ||||||||||||||||||||
Amortization of debt discount | 563,112 | 210,290 | |||||||||||||||||||
Conversion of debt, amount | $ 4,000,000 | ||||||||||||||||||||
Debt discount, debit | $ 323,744 | ||||||||||||||||||||
Conversion of debt, shares issued | shares | 3,940,630 | 3,940,630 | |||||||||||||||||||
Date of grant, market price | $ / shares | $ 11.42 | ||||||||||||||||||||
Convertible promissory note | $ 5,000,000 | ||||||||||||||||||||
Convertible promissory note, additional information | convertible into SEALSQ’s ordinary shares, and (ii) 122,908 warrants on the ordinary shares of SEALSQ with a 5-year maturity | ||||||||||||||||||||
Ordinary shares reserved for issuance | shares | 8,000,000 | ||||||||||||||||||||
Debt issue cost, legal expenses | $ 114,832 | ||||||||||||||||||||
Additional closing fees | 200,000 | ||||||||||||||||||||
Equity instrument, fair value | 632,976 | ||||||||||||||||||||
Debt to APIC | 41,088 | ||||||||||||||||||||
Total debt discount | $ 1,086,856 | ||||||||||||||||||||
Private Placement [Member] | Anson Investments Master Fund | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Private placement | $ 10,000,000 | ||||||||||||||||||||
Private placement, description of transaction | divided into two equal tranches, in the form of Senior Unsecured Original Issue 4% Discount Convertible Promissory Notes | ||||||||||||||||||||
Private Placement [Member] | Anson Investments Master Fund | First Tranche | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Unamortized debt discount | $ 708,062 | ||||||||||||||||||||
Commissions to placement agent | $ 250,000 | ||||||||||||||||||||
Fair value of debt | 4,987,363 | ||||||||||||||||||||
Amortization of debt discount | 563,112 | 198,984 | |||||||||||||||||||
Conversion of debt, amount | $ 4,175,000 | ||||||||||||||||||||
Debt discount, debit | $ 279,375 | ||||||||||||||||||||
Conversion of debt, shares issued | shares | 3,996,493 | 3,996,493 | |||||||||||||||||||
Date of grant, market price | $ / shares | $ 11.42 | ||||||||||||||||||||
Convertible promissory note | $ 5,000,000 | ||||||||||||||||||||
Convertible promissory note, additional information | convertible into SEALSQ’s ordinary shares, and (ii) 122,908 warrants on the ordinary shares of SEALSQ with a 5-year maturity | ||||||||||||||||||||
Ordinary shares reserved for issuance | shares | 8,000,000 | ||||||||||||||||||||
Debt issue cost, legal expenses | $ 64,832 | ||||||||||||||||||||
Additional closing fees | 200,000 | ||||||||||||||||||||
Equity instrument, fair value | 632,976 | ||||||||||||||||||||
Debt to APIC | 35,457 | ||||||||||||||||||||
Total debt discount | 1,042,487 | ||||||||||||||||||||
Private placement, available borrowings | $ 5,000,000 | ||||||||||||||||||||
Facility, additional information | the unconverted balance on the First Anson Note was USD 825,000 and the unamortized debt discount balance was USD 135,441, hence a carrying value of USD 689,559 | the unconverted balance on the First Anson Note was USD 825,000 and the unamortized debt discount balance was USD 135,441, hence a carrying value of USD 689,559 | |||||||||||||||||||
Proceeds from issuance of private placement | $ 5,000,000 | ||||||||||||||||||||
New ordinary shares issued | shares | 8,184 | ||||||||||||||||||||
Total issue of ordinary shares | shares | 4,004,677 | 4,004,677 | |||||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Unamortized debt discount | $ 9,728 | ||||||||||||||||||||
Convertible debt | 200,000 | ||||||||||||||||||||
Convertible debt | $ 190,272 | ||||||||||||||||||||
the "L1 Facility" | Convertible Debt [Member] | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Unamortized debt discount | $ 133,471 | ||||||||||||||||||||
Convertible debt | $ 22,000,000 | 1,266,529 | |||||||||||||||||||
Proceeds from convertible debt | $ 11,000,000 | $ 5,000,000 | |||||||||||||||||||
Convertible debt rights, additional information | WISeKey has the right to request L1 to subscribe for four additional note tranches of USD 2,750,000 each or any other amount agreed between the parties, at the date and time determined by WISeKey during the commitment period, subject to certain conditions. Each tranche is divided into convertible notes of USD 100,000 each that bear interest of 6% per annum. Subject to a cash redemption right of WISeKey, the convertible notes are mandatorily convertible into WIHN Class B Shares within a period of 24 months from issuance | 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 to placement agent | 802,500 | ||||||||||||||||||||
Principal value of initial tranche | 220,000 | ||||||||||||||||||||
Subscription fee | 220,000 | ||||||||||||||||||||
Warrants issued | shares | 98,231 | 237,176 | |||||||||||||||||||
Exercise price | $ / shares | $ 250 | ||||||||||||||||||||
Fair value at grant | $ 12,856 | ||||||||||||||||||||
Fair value of debt | 5,171,238 | ||||||||||||||||||||
Amortization of debt discount | 87,795 | $ 185,528 | |||||||||||||||||||
Debt conversion expense | 366,116 | 325,424 | |||||||||||||||||||
Unamortized debt discount | 304,019 | 1,376,983 | |||||||||||||||||||
Debt discount, debit | $ 11,831 | ||||||||||||||||||||
Conversion of debt, shares issued | shares | 584,512 | ||||||||||||||||||||
Unconverted notes payable | $ 1,400,000 | ||||||||||||||||||||
the "L1 Facility" | Convertible Debt [Member] | Common Stock Class B | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Fair value of shares issued for subscription fee | 200,871 | SFr 183,901 | |||||||||||||||||||
the "L1 First Amendment" | Convertible Debt [Member] | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Proceeds from convertible debt | $ 17,000,000 | ||||||||||||||||||||
Convertible debt rights, additional information | 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 | 61,576 | ||||||||||||||||||||
Exercise price | $ / shares | $ 250 | ||||||||||||||||||||
Fair value at grant | $ 479,872 | ||||||||||||||||||||
Fair value of debt | 17,819,019 | ||||||||||||||||||||
Amortization of debt discount | 445,331 | ||||||||||||||||||||
the "L1 Second Amendment" | Convertible Debt [Member] | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Convertible debt rights, additional information | WISeKey has the right to request L1 to subscribe for five “additional accelerated” note tranches | ||||||||||||||||||||
[custom:ConvertibleDebtRightsNoteTranchesAdditionalInformation] | 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 [Member] | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Conversion of debt, amount | 2,800,000 | 8,200,000 | |||||||||||||||||||
the ("L1 Facility") Accelerated Tranche | Convertible Debt [Member] | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Conversion of debt, amount | 4,300,000 | ||||||||||||||||||||
L1 Facility - Additional Accelerated Tranche | Convertible Debt [Member] | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Warrants issued | shares | 145,975 | 145,975 | |||||||||||||||||||
Amortization of debt discount | $ 16,094 | ||||||||||||||||||||
Conversion of debt, amount | 1,200,000 | ||||||||||||||||||||
Debt conversion expense | 177,209 | ||||||||||||||||||||
Unamortized debt discount | 69,560 | ||||||||||||||||||||
the "Anson Facility" | Convertible Debt [Member] | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Convertible debt | 22,000,000 | ||||||||||||||||||||
Proceeds from convertible debt | $ 11,000,000 | ||||||||||||||||||||
Legal expenses | 4,197 | ||||||||||||||||||||
Commissions to placement agent | 802,500 | ||||||||||||||||||||
Principal value of initial tranche | 220,000 | ||||||||||||||||||||
Subscription fee | 220,000 | ||||||||||||||||||||
Fair value of shares issued for subscription fee | $ 200,871 | SFr 183,901 | |||||||||||||||||||
Amortization of debt discount | 79,707 | 248,449 | |||||||||||||||||||
Conversion of debt, amount | 9,800,000 | ||||||||||||||||||||
Unamortized debt discount | $ 222,195 | $ 1,182,876 | |||||||||||||||||||
Conversion of debt, shares issued | shares | 287,033 | 164,565 | |||||||||||||||||||
Convertible debt, rights description | 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 | ||||||||||||||||||||
Outstanding available | 2,000,000 | ||||||||||||||||||||
the ("Anson Facility") First Amendment | Convertible Debt [Member] | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Proceeds from convertible debt | $ 16,500,000 | ||||||||||||||||||||
Convertible debt rights, additional information | 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 | 56,437 | ||||||||||||||||||||
Exercise price | $ / shares | $ 5 | ||||||||||||||||||||
Fair value at grant | $ 480,046 | ||||||||||||||||||||
Fair value of debt | 17,000,080 | ||||||||||||||||||||
Amortization of debt discount | $ 453,095 | ||||||||||||||||||||
the ("Anson Facility") Initial Tranche | Convertible Debt [Member] | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Conversion of debt, amount | 1,200,000 | ||||||||||||||||||||
the ("Anson Facility") Accelerated Tranches | Convertible Debt [Member] | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Conversion of debt, amount | 5,500,000 | ||||||||||||||||||||
Anson Facility - Additional Accelerated Tranche | Convertible Debt [Member] | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Proceeds from convertible debt | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | $ 500,000 | |||||||||||||||||
Warrants issued | shares | 23,339 | 19,689 | 18,704 | 10,672 | |||||||||||||||||
Exercise price | $ / shares | $ 250 | $ 250 | $ 250 | $ 250 | |||||||||||||||||
Fair value of debt | $ 963,246 | $ 962,885 | $ 963,627 | $ 481,711 | |||||||||||||||||
Amortization of debt discount | 33,695 | ||||||||||||||||||||
Conversion of debt, amount | 3,500,000 | ||||||||||||||||||||
Unamortized debt discount | $ 68,730 | ||||||||||||||||||||
Conversion of debt, shares issued | shares | 558,213 | 558,213 | |||||||||||||||||||
Debt conversion expense | $ 385,035 | ||||||||||||||||||||
Date of grant, market price | $ / shares | $ 9.70 | $ 11.275 | $ 12.375 | $ 11.025 | |||||||||||||||||
Production Capacity Investment Loan Agreement | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Unamortized debt discount | $ 511,128 | 346,204 | 511,128 | ||||||||||||||||||
Amortization of debt discount | 164,924 | ||||||||||||||||||||
Proceeds from loan agreement | $ 2,000,000 | ||||||||||||||||||||
Maturity date | Dec. 31, 2025 | ||||||||||||||||||||
Loan payable | 2,000,000 | 2,000,000 | |||||||||||||||||||
Loan payable, carrying value | 1,653,796 | $ 1,488,872 | |||||||||||||||||||
UBS SA "Covid Loans" | Line of Credit | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Private placement | SFr 571,500 | 220,243 | SFr 185,300 | ||||||||||||||||||
Accrued interest | 850 | SFr 715 | |||||||||||||||||||
Maturity date | Mar. 30, 2028 | ||||||||||||||||||||
Repayment of lines of credit | SFr | 232,400 | ||||||||||||||||||||
Total repayment of debt | 459,027 | SFr 386,200 | |||||||||||||||||||
WISeCoin AG | ExWorks | |||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||
Private placement | $ 4,000,000 | ||||||||||||||||||||
Accrued interest | 80,000 | ||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,080,000 | ||||||||||||||||||||
Maturity date | Apr. 04, 2020 | ||||||||||||||||||||
[custom:ConversionPricePerWiseCoinSecurityTokens] | $ / shares | $ 12.42 | ||||||||||||||||||||
Unamortized debt discount | $ 160,000 | ||||||||||||||||||||
Line of credit, outstanding | $ 4,030,000 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Defined Benefit Plan Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Wages and Salaries | $ 12,507 | $ 12,401 | $ 12,208 |
Social security contributions | 3,611 | 3,123 | 3,320 |
Net service costs | 449 | 422 | 671 |
Other components of defined benefit plans, net | (45) | 14 | (78) |
Total | $ 16,522 | $ 15,960 | $ 16,121 |
Employee Benefit Plans - Sche_2
Employee Benefit Plans - Schedule of Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
France | |||
Discount rate | 3.05% | 3.65% | 0.75% |
Salary increases | 3% | 3% | 3% |
Switzerland | |||
Discount rate | 1.52% | 2.25% | 0.33% |
Expected rate of return on plan assets | 3.04% | 3% | 1.50% |
Salary increases | 2% | 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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Fair value of plan assets at start of year | $ (10,108) | $ (12,169) | $ (12,332) |
Projected benefit obligation at start of year | 11,867 | 16,938 | 19,100 |
Surplus/deficit | 1,759 | 4,769 | 6,768 |
Opening balance sheet liability / (asset) (funded status) | 1,759 | 4,769 | 6,768 |
Reconciliation of benefit obligation during the year | |||
Net service cost | 237 | 213 | 263 |
Interest expense | 279 | 52 | 29 |
Plan participant contributions | 98 | 98 | 153 |
Net benefits paid to participants | (100) | (2,225) | (278) |
Prior service costs | (19) | (123) | |
Actuarial losses / (gains) | 606 | (2,892) | (1,407) |
Curtailment & Settlement | (194) | ||
Currency translation adjustment | 1,175 | (317) | (605) |
Defined benefit obligation - funded plans | 14,143 | 11,867 | 16,938 |
Reconciliation of plan assets during year | |||
Employer contributions paid over the year | (184) | (190) | (263) |
Plan participant contributions | (98) | (98) | (153) |
Net benefits paid to participants | 78 | 2,201 | 162 |
Interest income | (311) | (157) | (177) |
Return in plan assets, excl amounts included in net interest | 501 | 82 | 224 |
Currency translation adjustment | (1,020) | 223 | 370 |
Fair value of plan assets | (11,142) | (10,108) | (12,169) |
Reconciliation to balance sheet end of year | |||
Surplus/deficit | 3,001 | 1,759 | 4,769 |
Closing balance sheet liability / (asset) (funded status) | $ 3,001 | $ 1,759 | $ 4,769 |
Employee Benefit Plans - Sche_4
Employee Benefit Plans - Schedule of Changes in Projected Benefit Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Opening balance sheet liability / (asset) (funded status) | $ 1,759 | $ 4,769 | $ 6,768 |
Net service cost | 237 | 213 | 263 |
Net interest cost / (credit) | (32) | (105) | (148) |
Amortization of net (gain) / loss | 152 | 270 | |
Amortization of prior service cost / (credit) | (26) | (28) | (12) |
Settlement / curtailment cost / (credit) | (194) | ||
Currency translation adjustment | (2) | (5) | 6 |
Total net periodic benefit cost / (credit) | 177 | 227 | 185 |
Actuarial (gain) / loss on liabilities from changes to financial assumptions | 1,005 | (3,001) | (420) |
Actuarial (gain) / loss on liabilities from changes to demographic assumptions | (645) | ||
Actuarial (gain) / loss on liabilities due to experience | (399) | 109 | (342) |
Actuarial (gain) / loss on assets | 501 | 82 | 224 |
Prior service cost for the current period | (19) | (123) | |
Amortization of net (gain) / loss | (152) | (270) | |
Amortization of prior service cost / (credit) | 26 | 28 | 12 |
Currency translation adjustment | 37 | 0 | (8) |
Total (gain) / loss recognized via other comprehensive income | 1,151 | (2,934) | (1,572) |
Employer contributions paid in the year | (184) | (190) | (263) |
Cashflow required to pay benefit payments | (22) | (24) | (116) |
Total cashflow | (206) | (214) | (379) |
Currency translation adjustment | 120 | (89) | (233) |
Closing balance sheet liability / (asset) (funded status) | 3,001 | 1,759 | 4,769 |
Reconciliation of unrecognized (gain) / loss | |||
Unrecognized (gain) / loss at beginning of year | (338) | 2,651 | 4,237 |
Amortization during the year | (152) | (270) | |
Actuarial (gain) / loss on liabilities | 606 | (2,892) | (1,407) |
Currency translation adjustment | (8) | (27) | (133) |
Unrecognized (gain) / loss at year-end | 795 | (338) | 2,651 |
Reconciliation of unrecognized prior service cost / (credit) | |||
Unrecognized prior service cost / (credit) at beginning of year | (503) | (537) | (440) |
Amortization during the year | 26 | 28 | 12 |
Currency translation adjustment | (46) | 6 | 14 |
Unrecognized prior service cost / (credit) at year-end | (542) | (503) | (537) |
Amounts recognized in accumulated other comprehensive income | |||
Net loss / (gain) | 795 | (338) | 2,651 |
Prior service cost / (credit) | (542) | (503) | (537) |
Deficit | 253 | (841) | 2,114 |
Estimated amount to be amortized from accumulated other comprehensive income into net periodic benefit cost / (credit) over next fiscal year | |||
Net loss / (gain) | 152 | 270 | |
Prior service cost / (credit) | $ (26) | $ (28) | $ (12) |
Employee Benefit Plans - Sche_5
Employee Benefit Plans - Schedule of Future Contributions Payable (Details) - USD ($) | Dec. 31, 2029 | Dec. 31, 2028 | Dec. 31, 2027 | Dec. 31, 2026 | Dec. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2023 |
Defined Benefit Plan Disclosure [Line Items] | |||||||
Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year | $ 235,000 | ||||||
Switzerland | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year | $ 3,024,000 | $ 543,000 | $ 632,000 | $ 2,270,000 | $ 410,000 | $ 418,000 | |
France | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year | $ 347,000 | $ 42,000 | $ 52,000 | $ 53,000 | $ 0 | $ 38,000 |
Employee benefit plans (Details
Employee benefit plans (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Accumulated benefit obligation | $ 13,879,000 | $ 11,665,000 |
Expected future contributions payable | $ 235,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock by Class (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Total share capital | $ 8,570,256 | $ 5,734,363 |
Total number of fully paid-in shares held as treasury shares | 122,053 | 9,145 |
Treasury share capital | $ 691,000 | $ 371,000 |
Common Stock Class A | ||
Class of Stock [Line Items] | ||
Par value per share (in CHF) | $ 0.25 | $ 0.25 |
Share capital (in USD) | $ 400,186 | $ 400,186 |
Total number of authorized shares | 2,000,880 | 2,000,880 |
Total number of fully paid-in issued shares(1) | 1,600,880 | 1,600,880 |
Total number of fully paid-in outstanding shares(1) | 1,600,880 | 1,600,880 |
Common Stock Class A | Articles of Association and Swiss Capital Categories | ||
Class of Stock [Line Items] | ||
Conditional Share Capital - Total number of conditional shares | 400,000 | 400,000 |
Total number of fully paid-in shares | 1,600,880 | 1,600,880 |
Common Stock Class B | ||
Class of Stock [Line Items] | ||
Par value per share (in CHF) | $ 2.50 | $ 2.50 |
Share capital (in USD) | $ 8,170,070 | $ 5,334,177 |
Total number of authorized shares | 6,194,267 | 3,548,392 |
Total number of fully paid-in issued shares(1) | 3,076,150 | 2,005,890 |
Total number of fully paid-in outstanding shares(1) | 2,954,097 | 1,996,745 |
Total number of fully paid-in shares held as treasury shares | 122,053 | 9,145 |
Treasury share capital | $ 691,000 | $ 371,000 |
Common Stock Class B | Articles of Association and Swiss Capital Categories | ||
Class of Stock [Line Items] | ||
Conditional Share Capital - Total number of conditional shares | 1,500,000 | 1,042,000 |
Total number of fully paid-in shares | 3,076,150 | 2,005,890 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income - Schedule of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Accumulated other comprehensive income | $ 5,935 | $ 1,407 |
Total net foreign currency translation adjustments | (743) | (470) |
Total defined benefit pension adjustment | (1,151) | 2,934 |
Total reclassification adjustment under ASC 830-30-40-1 | 2,402 | |
Total reclassificaton adjustments | (338) | |
Total other comprehensive income/(loss), net | (1,894) | 4,528 |
Accumulated other comprehensive income | $ 4,041 | $ 5,935 |
Stockholders_ equity (Details N
Stockholders’ equity (Details Narrative) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||
Treasury shares, acquired | 300,202 | 2,707 |
Treasury stock, acquired, average purchase price | $ 2.71 | $ 37 |
Treasury shares, sold | 187,294 | 137,597 |
Treasury shares, sold, average sale price | $ 9.33 | $ 31.5 |
Common Stock Class B | ||
Class of Stock [Line Items] | ||
Shares repurchased | 8,347 | |
Common stock, par value | $ 2.50 | 2.50 |
Common Stock Class A | ||
Class of Stock [Line Items] | ||
Common stock, par value | $ 0.25 | $ 0.25 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 30,918 | $ 23,814 | $ 17,646 |
At One Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 30,044 | 23,305 | 17,474 |
Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 874 | 509 | 172 |
IoT | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 30,058 | 23,198 | 16,867 |
IoT | Secure Chips | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 30,058 | 23,198 | 16,867 |
IoT | At One Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 30,044 | 23,198 | 16,867 |
IoT | At One Point in Time | Secure Chips | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 30,044 | 23,198 | 16,867 |
IoT | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 14 | ||
IoT | Over Time | Secure Chips | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 14 | ||
mPKI | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 860 | 616 | 779 |
mPKI | Certificates | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 180 | 111 | 153 |
mPKI | Licenses and Integration | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 387 | 256 | 607 |
mPKI | SaaS, PCS and Hosting | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 293 | 249 | 19 |
mPKI | At One Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 107 | 607 | |
mPKI | At One Point in Time | Licenses and Integration | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 107 | 607 | |
mPKI | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 860 | 509 | 172 |
mPKI | Over Time | Certificates | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 180 | 111 | 153 |
mPKI | Over Time | Licenses and Integration | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 387 | 149 | |
mPKI | Over Time | SaaS, PCS and Hosting | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 293 | $ 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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 30,918 | $ 23,814 | $ 17,646 |
SWITZERLAND | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 1,752 | 1,004 | 1,002 |
Rest of EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 8,943 | 6,260 | 3,819 |
North America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 16,646 | 13,677 | 10,689 |
Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 3,466 | 2,745 | 2,062 |
Latin America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 111 | 128 | 74 |
IoT | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 30,058 | 23,198 | 16,867 |
IoT | SWITZERLAND | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 1,436 | 751 | 406 |
IoT | Rest of EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 8,549 | 6,026 | 3,721 |
IoT | North America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 16,531 | 13,609 | 10,631 |
IoT | Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 3,466 | 2,745 | 2,062 |
IoT | Latin America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 76 | 67 | 47 |
mPKI | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 860 | 616 | 779 |
mPKI | SWITZERLAND | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 316 | 253 | 596 |
mPKI | Rest of EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 394 | 234 | 98 |
mPKI | North America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 115 | 68 | 58 |
mPKI | Latin America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 35 | $ 61 | $ 27 |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Assets, Deferred Revenue and Contract Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Trade accounts receivables | ||
Total trade accounts receivables | $ 5,380 | $ 2,463 |
Total contract assets | 0 | 0 |
Contract liabilities - current | 353 | 105 |
Contract liabilities - noncurrent | 3 | 8 |
Total contract liabilities | 356 | 113 |
Deferred revenue | ||
Total deferred revenue | 241 | 197 |
Revenue from continuing operations recognized in the period from amounts included in the deferred revenue at the beginning of the year | 179 | 209 |
IoT | ||
Trade accounts receivables | ||
Total trade accounts receivables | 5,103 | 2,269 |
Deferred revenue | ||
Total deferred revenue | ||
mPKI | ||
Trade accounts receivables | ||
Total trade accounts receivables | 277 | 194 |
Deferred revenue | ||
Total deferred revenue | $ 241 | $ 197 |
Revenue - Schedule of Remaining
Revenue - Schedule of Remaining Performance Obligations (Details) | Dec. 31, 2023 USD ($) |
Estimated remaining performance obligation | $ 597,000 |
Year 2023 | |
Estimated remaining performance obligation | 570,000 |
Year 2024 | |
Estimated remaining performance obligation | $ 27,000 |
Revenue (Details Narrative)
Revenue (Details Narrative) | Dec. 31, 2023 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 597,000 |
Other Operating Income - Schedu
Other Operating Income - Schedule of Other Operating Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |||
Accounts payable write-off | $ 1,899 | ||
Other operating income from related parties | 119 | 66 | 71 |
Other operating income - other | 48 | 108 | 112 |
Total other operating income from continuing operations | $ 167 | $ 2,073 | $ 183 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Options Valuation Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||
Risk-free interest rate used (average) | 1% | 1% | 1% |
Expected market price volatility, minimum | 69.77% | 69.58% | 61.33% |
Expected market price volatility, maximum | 70.72% | 87.74% | 99.64% |
Common Stock Class B | |||
Class of Stock [Line Items] | |||
Average remaining expected life of stock options on WIHN Class A Shares (years) | 5 years 2 months 23 days | 4 years 3 months | 4 years 3 months 21 days |
Common Stock Class A | |||
Class of Stock [Line Items] | |||
Average remaining expected life of stock options on WIHN Class A Shares (years) | 1 year 4 months 24 days | 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) - Common Stock Class B - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||
Non-vested options | 1,740 | 2,333 |
Non-vested options, grant date, per share | $ 37.50 | $ 64 |
Granted | 81,099 | |
Granted, grant date, per share | $ 10 | $ 8.50 |
Vested | (19,210) | (81,692) |
Vested, grant date, per share | $ 11 | $ 9 |
Granted | 18,418 | 81,095 |
Non-vested forfeited or cancelled | (680) | |
Non-vested forfeited or cancelled, grant date, per share | $ 46.22 | |
Non-vested options | 268 | 1,740 |
Non-vested options, grant date, per share | $ 7.50 | $ 37.50 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common Stock Class B | |||
Class of Stock [Line Items] | |||
Shares under options | 140,617 | 76,218 | |
Weighted-average exercise price | $ 3 | $ 35.50 | |
Weighted average remaining contractual term | 5 years 2 months 23 days | 6 years 1 month 6 days | 5 years 3 months 10 days |
Aggregate intrinsic value | $ 887,345 | $ 2,468,898 | |
Shares under options, Of which vested | 138,877 | 73,885 | |
Weighted-average exercise price, Of which vested | $ 3 | $ 34.50 | |
Weighted average remaining contractual term, Of which vested | 5 years 2 months 23 days | 6 years 1 month 9 days | 5 years 3 months |
Aggregate intrinsic value, Of which vested | $ 878,378 | $ 2,455,994 | |
Non-vested options | 1,740 | 2,333 | |
Granted | 18,418 | 81,095 | |
Weighted-average exercise price, Granted | $ 2.85 | $ 2.50 | |
Exercised or converted | (10,086) | (6,256) | |
Weighted-average exercise price, Exercised or converted | $ 2.50 | $ 2.50 | |
Aggregate intrinsic value, Exercised or converted | $ 7,867 | $ 39,661 | |
Expired | (230) | (10,440) | |
Weighted-average exercise price, Expired | $ 218 | ||
Forfeited or cancelled | (680) | ||
Weighted-average exercise price, Forfeited or cancelled | $ 2.50 | ||
Shares under options | 148,039 | 140,617 | 76,218 |
Weighted-average exercise price | $ 3.11 | $ 3 | $ 35.50 |
Aggregate intrinsic value | $ 111,306 | $ 887,345 | $ 2,468,898 |
Shares under options, Of which vested | 147,771 | 138,877 | 73,885 |
Weighted-average exercise price, Of which vested | $ 3.11 | $ 3 | $ 34.50 |
Aggregate intrinsic value, Of which vested | $ 111,104 | $ 878,378 | $ 2,455,994 |
Non-vested options | 268 | 1,740 | 2,333 |
Common Stock Class A | |||
Class of Stock [Line Items] | |||
Shares under options | 392,720 | 392,720 | |
Weighted-average exercise price | $ 0.25 | $ 0.25 | |
Weighted average remaining contractual term | 4 years 10 months 24 days | 5 years 10 months 24 days | 6 years 10 months 24 days |
Aggregate intrinsic value | $ 248,950 | $ 1,520,393 | |
Shares under options, Of which vested | 392,720 | ||
Weighted-average exercise price, Of which vested | $ 0.25 | ||
Weighted average remaining contractual term, Of which vested | 4 years 10 months 24 days | 5 years 10 months 24 days | |
Aggregate intrinsic value, Of which vested | $ 23,339 | $ 248,950 | |
Shares under options | 392,720 | 392,720 | 392,720 |
Weighted-average exercise price | $ 0.25 | $ 0.25 | $ 0.25 |
Aggregate intrinsic value | $ 23,339 | $ 248,950 | $ 1,520,393 |
Shares under options, Of which vested | 392,720 | 392,720 | |
Weighted-average exercise price, Of which vested | $ 0.25 | $ 0.25 | |
Aggregate intrinsic value, Of which vested | $ 23,339 | $ 248,950 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based compensation expense | $ 178 | $ 744 | $ 3,783 |
Employee Stock Option Plans | |||
Share-based compensation expense | 178 | 743 | 3,761 |
Non-Employee Stock Option Agreements | |||
Share-based compensation expense | 1 | 22 | |
Research & Development Expenses | |||
Share-based compensation expense | 177 | 485 | |
Selling & Marketing Expenses | |||
Share-based compensation expense | 67 | 280 | 820 |
General & Administrative Expenses | |||
Share-based compensation expense | $ 111 | $ 287 | $ 2,478 |
Stock-based compensation (Detai
Stock-based compensation (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2011 | Dec. 31, 2007 | |
Class of Stock [Line Items] | |||||
Share-based compensation expense | $ 177,619 | ||||
Share-based compensation expense | 16,522,000 | $ 15,960,000 | $ 16,121,000 | ||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 978 | ||||
Nonemployees | |||||
Class of Stock [Line Items] | |||||
Share-based compensation expense | $ 39,027 | ||||
Employees and Board Members | |||||
Class of Stock [Line Items] | |||||
Options, granted | 14,582 | 3,864,188 | 1,883,544 | ||
Share-based compensation expense | $ 138,592 | ||||
Employees and Board Members #2 | |||||
Class of Stock [Line Items] | |||||
Options, exercised | 164,271 | 16,714 | |||
Employee Stock Options | |||||
Class of Stock [Line Items] | |||||
Options, granted | 6,600 | 33,000 | |||
Stock options, vested date | July 1, 2023 | May 1, 2022 | |||
Employees #2 | |||||
Class of Stock [Line Items] | |||||
Options, granted | 6,600 | 33,000 | |||
Stock options, vested date | July 1, 2024 | May 1, 2023 | |||
Employees #3 | |||||
Class of Stock [Line Items] | |||||
Options, granted | 6,800 | 34,000 | |||
Stock options, vested date | July 1, 2025 | May 1, 2024 | |||
External Advisors | |||||
Class of Stock [Line Items] | |||||
Options, granted | 200 | 6,521 | 23,042 | ||
External Advisors #2 | |||||
Class of Stock [Line Items] | |||||
Options, exercised | 3,636 | 6,521 | |||
Common Stock Class B | |||||
Class of Stock [Line Items] | |||||
Stock options, number of allocated shares | 18,418 | 4,054,980 | 2,029,821 | ||
Options, exercise price | $ 3.11 | $ 3 | $ 35.50 | ||
Options, exercised | 10,086 | 6,256 | |||
Common Stock Class A | |||||
Class of Stock [Line Items] | |||||
Stock options, number of allocated shares | 9,818,000 | ||||
Options, exercise price | $ 0.25 | $ 0.25 | $ 0.25 | ||
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 ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |||
Foreign exchange gain | $ 1,315,000 | $ 3,813,000 | $ 2,379,000 |
Sale of arago intellectual property | 900,000 | ||
Financial income | 36,000 | 9,000 | |
Interest income | 90,000 | 5,000 | 9,000 |
Other | 33,000 | 110,000 | 121,000 |
Total non-operating income from continuing operations | $ 2,374,000 | $ 3,937,000 | $ 2,509,000 |
Non-operating income (Details N
Non-operating income (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |||
Sale of arago intelectual property | $ 900,000 |
Non-Operating Expenses - Schedu
Non-Operating Expenses - Schedule of Non-Operating Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Non-operating Expenses | |||
Foreign exchange losses | $ 2,134 | $ 3,618 | $ 2,146 |
Financial charges | 261 | 56 | 158 |
Interest expense | 702 | 565 | 893 |
Other components of defined benefit plans, net | (45) | 14 | (78) |
Accounts receivable write-off | 1,282 | ||
Other | 55 | 16 | 307 |
Total non-operating expenses from continuing operations | $ 3,107 | $ 5,551 | $ 3,426 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Income/(loss) before income tax from continuing operations | $ (15,219) | $ (13,045) | $ (23,459) |
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Income/(loss) before income tax from continuing operations | 3,547 | 3,269 | (8,703) |
Switzerland | |||
Operating Loss Carryforwards [Line Items] | |||
Income/(loss) before income tax from continuing operations | $ (18,766) | $ (16,314) | $ (14,756) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Foreign | $ 230 | $ (3,238) | $ 13 |
Income tax income / (expense) from continuing operations | (230) | 3,238 | (13) |
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Foreign | (230) | 3,238 | (13) |
Income tax income / (expense) from continuing operations | 230 | (3,238) | 13 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Net income/(loss) from continuing operations before income tax | $ (15,219) | $ (13,045) | $ (23,459) |
Statutory tax rate | 14% | 14% | 14% |
Expected income tax (expense) / recovery | $ 2,131 | $ 1,825 | $ 3,282 |
Change in tax loss carryforwards | 2,778 | 5,760 | (341) |
Change in loss carryforwards in relation to the debt remission of WISeKey Semiconductors SAS | (514) | 1,342 | |
Change in valuation allowance | (2,682) | (3,129) | (2,849) |
Permanent difference in relation to stock-based compensation | 2 | (92) | |
Permanent difference | $ (1,945) | $ (2,560) | $ (13) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets/(liabilities) | $ 3,077 | $ 3,295 |
Stock-based compensation | (2) | |
Defined benefit accrual | 363 | 161 |
Tax loss carry-forwards | 23,537 | 20,759 |
Add back loss carryforwards used for the debt remission by WISeKey Semiconductors SAS | 828 | 1,342 |
Valuation allowance | (21,649) | (18,967) |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets/(liabilities) | 3,077 | 3,295 |
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, 2023 USD ($) |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | $ 181,737 |
Operating loss carryforward, No expiry | 17,424 |
SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 163,427 |
Vietnam | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 7 |
India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 97 |
USA | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 782 |
Spain | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 3,632 |
Operating loss carryforward, No expiry | 3,632 |
France | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 13,740 |
Operating loss carryforward, No expiry | 13,740 |
UK | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 6 |
Operating loss carryforward, No expiry | 6 |
Saudi Arabia | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 39 |
Operating loss carryforward, No expiry | 39 |
Gibraltar | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 7 |
Operating loss carryforward, No expiry | 7 |
Tax Year 2024 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 6,146 |
Tax Year 2024 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 6,146 |
Tax Year 2025 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 11,260 |
Tax Year 2025 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 11,260 |
Tax Year 2026 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 6,652 |
Tax Year 2026 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 6,652 |
Tax Year 2027 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 22,989 |
Tax Year 2027 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 22,986 |
Tax Year 2027 | Vietnam | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 3 |
Tax Year 2028 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 28,350 |
Tax Year 2028 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 28,346 |
Tax Year 2028 | Vietnam | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 4 |
Tax Year 2029 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 63,887 |
Tax Year 2029 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 63,887 |
Tax Year 2030 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 24,150 |
Tax Year 2030 | SWITZERLAND | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 24,150 |
Tax Year 2031 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 13 |
Tax Year 2031 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 13 |
Tax Year 2032 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 105 |
Tax Year 2032 | India | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 84 |
Tax Year 2032 | USA | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 21 |
Tax Year 2035 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 247 |
Tax Year 2035 | USA | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 247 |
Tax Year 2037 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 159 |
Tax Year 2037 | USA | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 159 |
Tax Year 2039 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward | 220 |
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, 2023 | |
SWITZERLAND | |
Tax years subject to examination | 2022 - 2023 |
USA | |
Tax years subject to examination | 2022 - 2023 |
France | |
Tax years subject to examination | 2022 - 2023 |
Spain | |
Tax years subject to examination | 2018 - 2023 |
Japan | |
Tax years subject to examination | 2023 |
Taiwan | |
Tax years subject to examination | 2023 |
India | |
Tax years subject to examination | 2023 |
GERMANY | |
Tax years subject to examination | 2022 - 2023 |
UK | |
Tax years subject to examination | 2017 - 2023 |
Saudi Arabia | |
Tax years subject to examination | 2023 |
Vietnam | |
Tax years subject to examination | 2023 |
Gibraltar | |
Tax years subject to examination | 2023 |
Income taxes (Details Narrative
Income taxes (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Income tax provision | $ 230,000 | $ (3,238,000) | $ 13,000 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Revenues from external customers | $ 30,918 | $ 23,814 | $ 17,646 |
Income tax income / (expense) from continuing operations | (230) | 3,238 | (13) |
Other significant non cash items | |||
Share-based compensation expense | 178 | 744 | 3,783 |
Interest and amortization of debt discount and expense | 624 | 168 | 1,057 |
Segment assets | 93,007 | 82,858 | 100,787 |
IoT | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 30,058 | 23,198 | 16,867 |
Intersegment revenues | 0 | 0 | 128 |
Interest revenue | 88 | 10 | 1 |
Interest expense | 189 | 4 | 30 |
Depreciation and amortization | 571 | 408 | 470 |
Segment income /(loss) before income taxes | (3,043) | 4,589 | (1,302) |
Profit / (loss) from intersegment sales | 0 | 0 | 6 |
Income tax income / (expense) from continuing operations | (225) | 3,251 | 0 |
Other significant non cash items | |||
Share-based compensation expense | 0 | 0 | 0 |
Interest and amortization of debt discount and expense | 574 | 0 | 0 |
Segment assets | 27,935 | 29,145 | 11,377 |
mPKI | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 860 | 616 | 779 |
Intersegment revenues | 1,040 | 1,931 | 2,506 |
Interest revenue | 2 | 5 | 54 |
Interest expense | 513 | 572 | 976 |
Depreciation and amortization | 54 | 104 | 94 |
Segment income /(loss) before income taxes | (12,081) | (17,542) | (22,032) |
Profit / (loss) from intersegment sales | 95 | 92 | 119 |
Income tax income / (expense) from continuing operations | (5) | (12) | (13) |
Other significant non cash items | |||
Share-based compensation expense | 178 | 744 | 3,783 |
Interest and amortization of debt discount and expense | 50 | 168 | 1,057 |
Segment assets | 65,072 | 53,713 | 89,410 |
Total Segment Assets | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 30,918 | 23,814 | 17,646 |
Intersegment revenues | 1,040 | 1,931 | 2,634 |
Interest revenue | 90 | 15 | 55 |
Interest expense | 702 | 576 | 1,006 |
Depreciation and amortization | 625 | 512 | 564 |
Segment income /(loss) before income taxes | (15,124) | (12,953) | (23,334) |
Profit / (loss) from intersegment sales | 95 | 92 | 125 |
Income tax income / (expense) from continuing operations | (230) | 3,238 | (13) |
Other significant non cash items | |||
Share-based compensation expense | 178 | 744 | 3,783 |
Interest and amortization of debt discount and expense | $ 624 | $ 168 | $ 1,057 |
Segment Information and Geogr_3
Segment Information and Geographic Data - Schedule of Reconciliation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 30,918 | $ 23,814 | $ 17,646 |
Loss before income taxes | (15,219) | (13,045) | (23,459) |
Reportable Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 31,958 | 25,745 | 20,280 |
Loss before income taxes | (15,124) | (12,953) | (23,334) |
Intersegment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | (1,040) | (1,931) | (2,634) |
Loss before income taxes | $ (95) | $ (92) | $ (125) |
Segment Information and Geogr_4
Segment Information and Geographic Data - Schedule of Reconciliation of Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Consolidated total assets | $ 47,801 | $ 49,496 |
Reportable Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Consolidated total assets | 93,007 | 82,858 |
Intersegment Receivables [Member] | ||
Segment Reporting Information [Line Items] | ||
Elimination of intersegment receivables | (1,378) | (6,112) |
Intersegment Investment And Goodwill [Member] | ||
Segment Reporting Information [Line Items] | ||
Elimination of intersegment investment and goodwill | $ (43,828) | $ (27,250) |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | $ 30,918 | $ 23,814 | $ 17,646 |
Property, plant and equipment net of accumulated depreciation | 3,392 | 842 | |
SWITZERLAND | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 1,752 | 1,004 | 1,002 |
Property, plant and equipment net of accumulated depreciation | 162 | 231 | |
Rest of EMEA | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 8,943 | 6,260 | 3,819 |
Property, plant and equipment net of accumulated depreciation | 3,230 | 608 | |
North America | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 16,646 | 13,677 | 10,689 |
Property, plant and equipment net of accumulated depreciation | 1 | ||
Asia Pacific | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 3,466 | 2,745 | 2,062 |
Property, plant and equipment net of accumulated depreciation | 2 | ||
Latin America | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | $ 111 | $ 128 | $ 74 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Net gain / (loss) attributable to WISeKey International Holding Ltd (USD'000) | $ (15,360) | $ (27,475) | $ (20,340) |
Common Stock Class A | |||
Shares used in net gain / (loss) per Class B Share computation: | |||
Weighted average Class B Shares outstanding - basic | 1,600,880 | 1,600,880 | 1,600,880 |
Weighted average Class B Shares outstanding - diluted | 1,600,880 | 1,600,880 | 1,600,880 |
Net gain / (loss) per Class B Share | |||
Basic weighted average loss per Class B Share attributable to WISeKey International Holding Ltd (USD) | $ (0.51) | $ (1.22) | $ (1.42) |
Diluted weighted average loss per Class B Share attributable to WISeKey International Holding Ltd (USD) | $ (0.51) | $ (1.22) | $ (1.42) |
Common Stock Class B | |||
Shares used in net gain / (loss) per Class B Share computation: | |||
Weighted average Class B Shares outstanding - basic | 2,878,136 | 2,087,972 | 1,272,761 |
Weighted average Class B Shares outstanding - diluted | 2,878,136 | 2,087,972 | 1,272,761 |
Net gain / (loss) per Class B Share | |||
Basic weighted average loss per Class B Share attributable to WISeKey International Holding Ltd (USD) | $ (5.06) | $ (12.22) | $ (14.20) |
Diluted weighted average loss per Class B Share attributable to WISeKey International Holding Ltd (USD) | $ (5.06) | $ (12.22) | $ (14.20) |
Earnings_(Loss) Per Share - S_2
Earnings/(Loss) Per Share - Schedule of Anti-Dilutive Excluded from Computation (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common Stock Class B | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total number of shares from dilutive vehicles with anti-dilutive effect | 209,695 | 308,981 | 358,537 |
Common Stock Class A | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total number of shares from dilutive vehicles with anti-dilutive effect | 392,720 | 392,720 | 392,720 |
Equity Option [Member] | Common Stock Class B | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total number of shares from dilutive vehicles with anti-dilutive effect | 147,371 | 135,251 | 63,438 |
Equity Option [Member] | Common Stock Class A | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total number of shares from dilutive vehicles with anti-dilutive effect | 392,720 | 392,720 | 392,720 |
Convertible Debt Securities [Member] | Common Stock Class B | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total number of shares from dilutive vehicles with anti-dilutive effect | 62,324 | 173,730 | 295,099 |
Related Parties Disclosure - Sc
Related Parties Disclosure - Schedule of Subsidiary/Parent Ownership Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
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 | $ 1,473,162 | |
% ownership | 58.83% | 100% |
Nature of business | Main operating company. 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 | 95.75% | 95.75% |
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 | 97.88% | 97.88% |
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 | 58.83% | 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 | 58.83% | 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 | $ 229,453 | |
% ownership | 58.83% | 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% | 100% |
Nature of business | Sales & support | |
WISeSat Space AG | ||
Related Party Transaction [Line Items] | ||
Country of incorporation | Switzerland | |
Year of incorporation | 2023 | |
Share capital | $ 100,000 | |
% ownership | 100% | |
Nature of business | Sales & distribution | |
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) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Payables | $ 1,009 | $ 496 | |
Net expenses | 1,144 | 983 | $ 1,136 |
Receivables | 178 | 171 | |
Net income | 119 | 157 | 71 |
Carlos Moreira | |||
Related Party Transaction [Line Items] | |||
Payables | 460 | 353 | |
Peter Ward | |||
Related Party Transaction [Line Items] | |||
Payables | 295 | ||
Philippe Doubre | |||
Related Party Transaction [Line Items] | |||
Net expenses | 39 | 63 | 179 |
David Fergusson | |||
Related Party Transaction [Line Items] | |||
Payables | 10 | ||
Net expenses | 61 | 68 | 78 |
Jean Philippe Ladisa | |||
Related Party Transaction [Line Items] | |||
Payables | 14 | ||
Net expenses | 116 | 53 | 68 |
Eric Pellaton | |||
Related Party Transaction [Line Items] | |||
Payables | 10 | ||
Net expenses | 76 | 87 | 92 |
Cristina Dolan | |||
Related Party Transaction [Line Items] | |||
Payables | 10 | ||
Net expenses | 76 | 67 | |
Maria Pia Aqueveque Jabbaz | |||
Related Party Transaction [Line Items] | |||
Payables | 10 | ||
Net expenses | 116 | 34 | 2 |
Ruma Bose | |||
Related Party Transaction [Line Items] | |||
Payables | 11 | ||
Net expenses | 33 | ||
Danil Kerimi | |||
Related Party Transaction [Line Items] | |||
Payables | 6 | ||
Net expenses | 8 | ||
Hans-Christian Boos | |||
Related Party Transaction [Line Items] | |||
Net expenses | 158 | 125 | |
Nicolas Ramseier | |||
Related Party Transaction [Line Items] | |||
Net expenses | 1 | ||
Philippe Gerwill | |||
Related Party Transaction [Line Items] | |||
Net expenses | 10 | ||
Geoffrey Lipman | |||
Related Party Transaction [Line Items] | |||
Net expenses | 8 | ||
OISTE | |||
Related Party Transaction [Line Items] | |||
Payables | 104 | 70 | |
Net expenses | 321 | 252 | 350 |
Receivables | 178 | 171 | |
Net income | 119 | 157 | 71 |
Terra Venetures Inc. | |||
Related Party Transaction [Line Items] | |||
Payables | 31 | 30 | |
GSP Holdings Ltd | |||
Related Party Transaction [Line Items] | |||
Payables | 16 | 13 | |
SAI LLC (SBT Ventures) | |||
Related Party Transaction [Line Items] | |||
Payables | 32 | 30 | |
Related Parties of Carlos Moreira | |||
Related Party Transaction [Line Items] | |||
Net expenses | $ 298 | $ 200 | $ 224 |
Related parties disclosure (Det
Related parties disclosure (Details Narrative) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CHF (SFr) | Dec. 31, 2022 USD ($) |
Related Party Transaction [Line Items] | |||
Payables | $ 79,000 | $ 75,000 | |
Carlos Moreira | |||
Related Party Transaction [Line Items] | |||
Receivable | 472 | SFr 397 | |
Payables | 459,601 | 386,683 | |
Peter Ward | |||
Related Party Transaction [Line Items] | |||
Payables | $ 295,335 | SFr 248,480 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) | 1 Months Ended | 12 Months Ended | |||||||
Mar. 15, 2024 USD ($) | Jan. 15, 2024 USD ($) | Jan. 10, 2024 USD ($) | Jan. 31, 2024 USD ($) shares | Jan. 31, 2024 CHF (SFr) shares | Jun. 30, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | |
Subsequent Event [Line Items] | |||||||||
Proceeds from convertible debt | $ 12,990,000 | $ 4,820,000 | $ 44,362,000 | ||||||
Employee Stock Options | |||||||||
Subsequent Event [Line Items] | |||||||||
Options granted | shares | 6,600 | 33,000 | |||||||
the "L1 Facility" | Convertible Debt [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of debt, shares issued | shares | 584,512 | ||||||||
Proceeds from convertible debt | $ 11,000,000 | $ 5,000,000 | |||||||
the "Anson Facility" | Convertible Debt [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of debt | $ 9,800,000 | ||||||||
Conversion of debt, shares issued | shares | 287,033 | 164,565 | |||||||
Proceeds from convertible debt | $ 11,000,000 | ||||||||
Subsequent Event | Employee Stock Options | |||||||||
Subsequent Event [Line Items] | |||||||||
Options granted | shares | 64,875 | 64,875 | |||||||
Subsequent Event | L1 Capital Global Opportunities Master Fund | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of debt | $ 1,000,000 | ||||||||
Conversion of debt, shares issued | shares | 963,326 | 963,326 | |||||||
Subsequent Event | the "L1 Facility" | Convertible Debt [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of debt | $ 150,000 | ||||||||
Conversion of debt, shares issued | shares | 47,611 | 47,611 | |||||||
Subsequent Event | the "L1 Second Amendment" | Convertible Debt [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of debt | $ 3,900,000 | ||||||||
Conversion of debt, shares issued | shares | 2,354,394 | 2,354,394 | |||||||
Proceeds from convertible debt | $ 5,000,000 | ||||||||
Subsequent Event | L1 Facility - Third Amendment | Convertible Debt [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from convertible debt | $ 5,000,000 | ||||||||
Subsequent Event | the "Anson Facility" | Convertible Debt [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of debt | $ 825,000 | ||||||||
Conversion of debt, shares issued | shares | 816,990 | 816,990 | |||||||
Subsequent Event | Anson Facility - Second Tranche | Convertible Debt [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of debt | $ 5,000,000 | ||||||||
Conversion of debt, shares issued | shares | 3,153,114 | 3,153,114 | |||||||
Proceeds from convertible debt | $ 5,000,000 | ||||||||
Subsequent Event | Anson Facility - Third Tranche | Convertible Debt [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from convertible debt | $ 5,000,000 | ||||||||
Subsequent Event | Carlos Moreira | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from short-term receivable | $ 472 | SFr 397 |