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 |