UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the
Securities Exchange Act of 1934
For the month of August 2024
Commission File Number: 001-41709
SEALSQ CORP
(Exact Name of Registrant as Specified in Charter)
N/A
(Translation of Registrant’s name into English)
| British Virgin Islands | Avenue Louis-Casaï 58 1216 Cointrin, Switzerland | Not Applicable |
| (State or other jurisdiction of incorporation or organization) | (Address of principal executive office) | (I.R.S. Employer Identification No.) |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒ Form 20-F ☐ Form 40-F
Nasdaq Minimum Bid Price Deficiency Letter
On August 1, 2024, SEALSQ Corp (the “Company”), received a notice (the “Notice”) from The Nasdaq Stock Market, LLC (“Nasdaq”), stating that the Company’s ordinary shares, par value US$0.01 per ordinary share (the “Ordinary Shares”), fail to comply with the $1.00 minimum bid price requirement for continued listing on Nasdaq in accordance with Nasdaq Listing Rule 5550(a)(2) based upon the closing bid price of the Company’s Ordinary Shares for the last 30 consecutive business days prior to the date of the Notice.
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until January 28, 2025, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Ordinary Shares must be at least $1.00 for at least 10 consecutive business days prior to January 28, 2025. If that occurs, Nasdaq would then provide a written confirmation of compliance and the matter will be closed.
If the Company is unable to regain compliance by January 28, 2025, the Company may be eligible for an additional 180 calendar day compliance period to demonstrate compliance with the minimum bid price requirement. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the minimum bid price requirement, and will need to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company does not qualify for the second compliance period or fails to regain compliance during the second 180 calendar day period, then Nasdaq will notify the Company that its Ordinary Shares will be subject to delisting, at which point the Company would have an opportunity to appeal the delisting determination to a Hearings Panel.
The Company intends to monitor the closing bid price of the Ordinary Shares and consider its available options to resolve the noncompliance with the minimum bid price requirement. Receipt of the Notice has no effect on the Company’s business operations.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 2, 2024 | SEALSQ CORP | |
| By: | /s/ Carlos Moreira | |
| Name: Carlos Moreira | ||
| Title: Chief Executive Officer | ||
| By: | /s/ John O’Hara | |
| Name: John O’Hara | ||
| Title: Chief Financial Officer | ||