Pestalozzi advises global institutional investors in connection with up to $ 44m equity linked investment in WISeKey
Pestalozzi advises global institutional investors in connection with up to $ 44,000,000 equity linked investment in WISeKey International Holding Ltd ("WISeKey") listed at SIX Swiss Exchange and with ADS traded at NASDAQ (SIX: WIHN, NASDAQ: WKEY). The investment is structured in two convertible note subscription agreements and relevant warrant agreements.
Under the terms of both convertible notes subscription agreements with similar terms, WISeKey will issue an initial convertible note in the aggregate principal amount of $22,000,000 for subscription by the investors. Additionally, WISeKey has the right to request the Investors to subscribe for four additional notes tranches, each in the aggregate principal total amount of $5,500,000, at the date and time determined by WISeKey. The Inventors are obliged to subscribe to each additional note tranche provided the daily VWAP for Issuer Shares remains at or above 130% of the applicable fixed conversion price for a period of 30 consecutive trading days during the period immediately preceding the date on which the Issuers submits to the Investor the subscription notice. Each of the convertible notes under both agreements has a maturity date of 24 months after the relevant issue date for such Notes and carries interest at a rate of 6% per annum and is convertible at any time at the election of the Investors into WISeKey Class B Shares. The conversion price under both agreements is equal to the higher of a fixed conversion price as determined in the agreement and 95% of the lowest daily VWAPs of one Class B Share, as applicable, during the five (5) consecutive trading day preceding the relevant conversion date ("Conversion Price B"). The investors have the option to convert each calendar month a conversion amount of up to 12.5% of the initial aggregate principal amount of all issued tranches using Conversion Price B. The Investors are required to convert all outstanding notes at Maturity at the applicable conversion price. The Fixed Conversion Price is CHF 4.00 for the first 25% of the Convertible Notes of the Initial Notes Tranche, CHF5.00 for the second 25% of the Convertible Notes of the Initial Notes Tranche, CHF6.00 for the third 25% of the Convertible Notes of the Initial Notes Tranche and CHF7.50 for the final 25% of the Convertible Notes of the Initial Notes Tranche.