WISeQey Corp 6-K, filed Sep 29, 2023

WISeQey Corp. (WSKEF)

6-K 2023-09-29 For: 2023-09-29

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Added on April 12, 2026

About this 6-K

WISeQey Corp filed this 6-K on September 29, 2023.

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Canton of Zug, Switzerland	General-Guisan-Strasse 6 CH-6300 Zug, Switzerland	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Address of principal executive office)	(I.R.S. Employer Identification No.)


Exhibit No.		Description

1.1		Half-Year Report of WISeKey International Holding AG, issued on September 29, 2023.
1.2		Press release of WISeKey International Holding AG, issued on September 29, 2023.

Date: September 29, 2023	wisekey international holding ag

	By:	/s/ Carlos Moreira
		Name:	Carlos Moreira
		Title:	Chief Executive Officer


	By:	/s/ Peter Ward
		Name:	Peter Ward
		Title:	Chief Financial Officer

1. Condensed Consolidated Statements of Comprehensive Income/(Loss)	3
2. Condensed Consolidated Balance Sheets	5
3. Condensed Consolidated Statements of Changes in Shareholders’ Equity	7
4. Condensed Consolidated Statements of Cash Flows	8
5. Notes to the Condensed Consolidated Financial Statements	10

	Unaudited 6 months ended June 30,		*Note ref.*
USD'000	2023	2022	*Note ref.*

Net sales	15,107	10,840	28
Cost of sales	(6,924)	(6,305)
Depreciation of production assets	(84)	240
Gross profit	8,099	4,775

Other operating income	21	33	29
Research & development expenses	(2,151)	(1,699)
Selling & marketing expenses	(3,887)	(3,556)
General & administrative expenses	(7,968)	(6,156)
Total operating expenses	(13,985)	(11,378)
Operating loss	(5,886)	(6,603)

Non-operating income	598	2,795	31
Debt conversion expense	(484)	(603)	24
Interest and amortization of debt discount	(119)	(134)	24
Non-operating expenses	(896)	(2,083)	32
Loss before income tax expense	(6,787)	(6,628)

Income tax income / (expense)	(322)	(1)
Loss from continuing operations, net	(7,109)	(6,629)

Discontinued operations:
Net sales from discontinued operations	-	1,805
Cost of sales from discontinued operations	-	(978)
Total operating and non-operating expenses from discontinued operations	-	(5,274)
Income tax recovery from discontinued operations	-	25
Gain on disposal of a business, net of tax on disposal	-	11,801
Income / (loss) on discontinued operations	-	7,379

Net income / (loss)	(7,109)	750

Less: Net income / (loss) attributable to noncontrolling interests	(141)	(1,685)
Net income / (loss) attributable to WISeKey International Holding AG	(6,968)	2,435

Earnings per share from continuing operations
Basic	(2.44)	(3.18)	34
Diluted	(2.44)	(3.18)	34
Earnings per share from discontinued operations
Basic	-	3.62	34
Diluted	-	3.62	34

Earning per share attributable to WISeKey International Holding AG
Basic	(2.44)	1.20	34
Diluted	(2.44)	1.20	34

	As at June 30,	As at December 31,	*Note ref.*
USD'000	2023 (unaudited)	2022	*Note ref.*

ASSETS
Current assets
Cash and cash equivalents	14,063	20,706	7
Restricted cash, current	-	108
Accounts receivable, net of allowance for doubtful accounts	3,632	2,573	8
Notes receivable from employees and related parties	66	67	9
Inventories	9,334	7,510	10
Prepaid expenses	1,206	831
Other current assets	923	1,380	11
Total current assets	29,224	33,175

Noncurrent assets
Notes receivable, noncurrent	88	64	12
Deferred income tax assets	2,977	3,295
Deferred tax credits	1,182	694	13
Property, plant and equipment net of accumulated depreciation	2,306	842	14
Intangible assets, net of accumulated amortization	94	98	15
Operating lease right-of-use assets	2,079	2,289	16
Goodwill	8,317	8,317	17
Equity securities, at cost	480	472	18
Equity securities, at fair value	-	1	19
Other noncurrent assets	261	249	20
Total noncurrent assets	17,784	16,321
TOTAL ASSETS	47,008	49,496

LIABILITIES
Current Liabilities
Accounts payable	14,188	13,401	21
Notes payable	4,161	4,196	22
Deferred revenue, current	106	174	28
Current portion of obligations under operating lease liabilities	609	592	16
Income tax payable	50	57
Other current liabilities	501	409	23
Total current liabilities	19,615	18,829

Noncurrent liabilities
Bonds, mortgages and other long-term debt	1,759	1,850	24
Convertible note payable, noncurrent	1,087	1,267	24
Deferred revenue, noncurrent	22	23	28
Operating lease liabilities, noncurrent	1,505	1,727	16
Employee benefit plan obligation	1,748	1,759	25
Other deferred tax liabilities	8	8
Other noncurrent liabilities	2	8
Total noncurrent liabilities	6,131	6,642
TOTAL LIABILITIES	25,746	25,471

	Number of common shares		Common Share Capital
USD'000 (except for share numbers)	Class A	Class B	Class A	Class B	Total share capital	Treasury Shares	Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive income / (loss)	Total stockholders' equity	Noncontrolling interests	Total equity
As at December 31, 2021	1,600,880	1,762,401	400	4,685	5,085	(636)	268,199	(238,160)	1,407	35,895	5,484	41,379
Common stock issued¹	-	-	-	-	-	-	(64)	-	-	(64)	-	(64)
Options exercised	-	3,439	-	9	9	-	8	-	-	17	-	17
Stock-based compensation	-	-	-	-	-	-	39	-	-	39	-	39
L1 Facility	-	73,572		197	197	175	3,411	-	-	3,783	-	3,783
Anson Facility	-	166,478	-	443	443	193	5,783	-	-	6,419	-	6,419
NCI cancellation TrusteCoin	-	-	-	-	-	-	-	-	-	-	7	7
Disposal of Arago entities		-	-	-	-	-	-	-	907	907	(4,983)	(4,076)
Share buyback program	-	-	-	-	-	(103)	-	-	-	(103)	-	(103)
Net income	-	-	-	-	-	-	-	2,436	-	2,436	(1,685)	751
Other comprehensive income / (loss)	-	-	-	-	-	-	-	-	(1,002)	(1,002)	(969)	(1,971)
As at June 30, 2022	1,600,880	2,005,890	400	5,334	5,734	(371)	277,376	(235,724)	1,312	48,327	(2,146)	46,181

As at December 31, 2022	1,600,880	2,005,890	400	5,334	5,734	(371)	280,597	(265,635)	5,935	26,260	(2,235)	24,025
Common stock issued	-	-	-	-	-	-	(31)	-	-	(31)	-	(31)
Options exercised	-	13,879	-	37	37	-	(16)	-	-	21	-	21
Stock-based compensation	-	-	-	-	-	-	197	-	-	197	-	197
Changes in treasury shares	-	300,000	-	820	820	(820)	-	-	-	-	-	-
L1 Facility	-	578,481	-	1,492	1,492	87	886	-	-	2,465	-	2,465
Anson Facility	-	177,899	-	487	487	414	1,896	-	-	2,797	-	2,797
Dividend in kind	-	-	-	-	-	-	-	34	-	34	(34)	-
Net income	-	-	-	-	-	-	-	(6,968)	-	(6,968)	(141)	(7,109)
Other comprehensive income / (loss)	-	-	-	-	-	-	-	-	(1,039)	(1,039)	(63)	(1,102)
As at June 30, 2023	1,600,880	3,076,149	400	8,171	8,571	(690)	283,529	(272,569)	4,895*	23,735	(2,473)	21,262

	Revenue concentration (% of total net sales)		Receivables concentration (% of total accounts receivable)
	6 months ended June 30,		As at June 30,	As at December 31,
	2023 (unaudited)	2022 (unaudited)	2023 (unaudited)	2022
IoT operating segment
Multinational electronics contract manufacturing company	22%	20%	38%	30%
International equipment and software manufacturer	3%	5%	1%	11%
International digital identity & security provider	11%	0%	8%	6%
Multinational technology company	4%	0%	15%	0%
International equipment and product manufacturer	2%	11%	0%	0%

	As at June 30, 2023 (unaudited)		As at December 31, 2022		Fair value level
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 doubtful accounts	3,632	3,632	2,573	2,573	3	8
Notes receivable from employees and related parties	66	66	67	67	3	9
Notes receivable, noncurrent	88	88	64	64	3	12
Equity securities, at cost	480	480	472	472	3	18
Accounts payable	14,188	14,188	13,401	13,401	3	21
Notes payable	4,161	4,161	4,196	4,196	3	22
Bonds, mortgages and other long-term debt	1,759	1,759	1,850	1,850	3	24
Convertible note payable, noncurrent	1,087	1,087	1,267	1,267	3	24
Recurring fair value measurements
Equity securities, at fair value	-	-	1	1	1	19

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 30, 2023
Goodwill	8,317	8,317
Accumulated impairment losses	-	-
Goodwill balance as at June 30, 2023	8,317	8,317

Movement in Funded Status	Unaudited 6 months ended June 30,
USD'000	2023	2022
Net Service cost	115	112
Interest cost/(credit)	138	31
Expected return on Assets	(154)	(99)
Amortization on Net (gain)/loss	-	76
Amortization on Prior service cost/(credit)	13	14
CTA	1	1
Total Net Periodic Benefit Cost/(credit)	113	134

Employer contributions paid in the period	(111)	(144)
Total Cashflow	(111)	(144)

WISeKey International Holding Ltd	As at June 30, 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
Authorized Capital - Total number of authorized shares	-	1,618,117	-	500,000
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	2,950,386	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	-	125,764	-	9,145
Treasury share capital (in USD)	-	689,543	-	370,744
Total treasury share capital (in USD)	-	689,543	-	370,744

Disaggregation of revenue (unaudited)	Typical payment	At one point in time 6 months ended June 30,		Over time 6 months ended June 30,		Total 6 months ended June 30,
USD'000		2023	2022	2023	2022	2023	2022
IoT Segment
Secure chips	Upon delivery	14,751	10,656	-	-	14,751	10,656
Total IoT segment revenue		14,751	10,656	-	-	14,751	10,656
mPKI Segment
Certificates	Upon issuance	-	-	78	-	78	-
Licenses and integration	Upon delivery	59	46	126	-	185	46
SaaS, PCS and hosting	Quarterly or yearly	-	-	93	138	93	138
Total mPKI segment revenue		59	46	297	138	356	184
Total Revenue from continuing operations		14,810	10,702	297	138	15,107	10,840

Net sales by region	Unaudited 6 months ended June 30,
USD'000	2023	2022
IoT Segment
Switzerland	533	314
Rest of EMEA	3,888	1,739
North America	8,374	6,937
Asia Pacific	1,956	1,615
Latin America	-	51
Total IoT segment revenue	14,751	10,656
mPKI Segment
Switzerland	145	113
Rest of EMEA	207	55
North America	-	-
Asia Pacific	-	-
Latin America	4	16
Total mPKI segment revenue	356	184
Total Net sales from continuing operations	15,107	10,840
*EMEA means Europe, Middle East and Africa

Estimated revenue from remaining performance obligations as at June 30, 2023 (USD'000)	Total
2023	277
2024	24
Total remaining performance obligation from continuing operations	301

		Unaudited 6 months ended June 30,
USD'000		2023	2022

Cash Flows from operating activities:
Net Income (loss)		(7,109)	750
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
	Depreciation of property, plant & equipment	185	100
	Amortization of intangible assets	1	122
	Debt conversion expense	484	603
	Interest and amortization of debt discount	119	134
	Stock-based compensation	197	39
	Inventory obsolescence impairment	257	(240)
	Increase (decrease) in defined benefit pension liability, net of unrealized gains and losses	-	-
	Income tax expense / (recovery) net of cash paid	315	(25)
	Other non cash expenses /(income)
	Expenses settled in equity	21	76
	Loss on disposal of a business	-	(11,801)
	Unrealized and non cash foreign currency transactions	258	1,244
	Other	1	-

Changes in operating assets and liabilities, net of effects of businesses acquired
	Decrease (increase) in accounts receivables	(1,059)	(826)
	Decrease (increase) in inventories	(2,081)	(1,479)
	Decrease (increase) in other current assets, net	82	(128)
	Decrease (increase) in deferred research & development tax credits, net	(488)	(224)
	Decrease (increase) in other noncurrent assets, net	(12)	15
	Increase (decrease) in accounts payable	787	218
	Increase (decrease) in deferred revenue, current	(68)	(9)
	Increase (decrease) in income taxes payable	(7)	(5)
	Increase (decrease) in other current liabilities	91	132
	Increase (decrease) in deferred revenue, noncurrent	(1)	(63)
	Increase (decrease) in defined benefit pension liability	(11)	(100)
	Increase (decrease) in other noncurrent liabilities	(5)	(55)
Net cash provided by (used in) operating activities		(8,043)	(11,522)

Cash Flows from investing activities:
	Sale / (acquisition) of property, plant and equipment	(1,677)	(132)
	Sale of a business, net of cash and cash equivalents divested	-	(181)
Net cash provided by (used in) investing activities		(1,677)	(313)

		Unaudited 6 months ended June 30,
USD'000		2023	2022

Cash Flows from financing activities:
	Proceeds from options exercises	28	8
	Proceeds from convertible loan issuance	3,401	1,406
	Repayments of debt	(234)	(850)
	Payments of debt issue costs	(210)	(93)
	Repurchase of treasury shares	-	(102)
Net cash provided by (used in) financing activities		2,985	369

Effect of exchange rate changes on cash and cash equivalents		(16)	30

Cash and cash equivalents and restricted cash
	Net increase (decrease) during the period	(6,751)	(11,436)
	Balance, beginning of period	20,814	34,359
	Balance, end of period	14,063	22,923

Reconciliation to balance sheet
	Cash and cash equivalents	14,063	22,818
	Restricted cash, current	-	105
	Balance, end of period	14,063	22,923

Supplemental cash flow information
	Cash paid for interest, net of amounts capitalized	-	-
	Cash paid for incomes taxes	8	1,821
	Noncash conversion of convertible loans into common stock	3,700	10,800
	Net effects of business acquired and disposed of (noncash)	-	2,831
	ROU assets obtained from operating lease	65	29

Assumption	June 30, 2023	June 30, 2022
Dividend yield	None	None
Risk-free interest rate used (average)	1.00%	1.00%
Expected market price volatility	70.03 - 70.72%	69.58 - 87.74%
Average remaining expected life of stock options on WIHN Class B Shares (years)	3.71	3.88
Average remaining expected life of stock options on WIHN Class A Shares (years)	1.90	2.90

	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	64.00	-	4.75
Granted	81,100	8.37	-	-
Vested	(81,693)	8.99	-	-
Non-vested forfeited or cancelled	-	-	-	-
Non-vested options as at December 31, 2022	1,740	37.34	-	-
Granted	18,421	9.76	-	-
Vested	(19,213)	11.00	-	-
Non-vested forfeited or cancelled	-	-	-	-
Non-vested options as at June 30, 2023	948	35.29	-	-

Options on WIHN Class B Shares	WIHN Class B Shares under options	Weighted-average exercise price (USD)	Weighted average remaining contractual term (in years)	Aggregate intrinsic value (USD)
Outstanding as at December 31, 2021	76,233	35.50	5.28	2,468,898
Of which vested	73,900	34.50	5.25	2,455,994
Of which non-vested	2,333	-	-	-
Granted	81,100	2.72	-	-
Exercised or converted	(6,257)	2.70	-	39,661
Forfeited or cancelled	-	-	-	-
Expired	(10,441)	218.04	-	-
Outstanding as at December 31, 2022	140,635	3.10	6.10	887,345
Of which vested	138,895	3.10	6.11	878,378
Of which non-vested	1,740	-	-	-
Granted	18,421	2.92	-	-
Exercised or converted	(10,092)	2.79	-	73,312
Forfeited or cancelled	-	-	-	-
Expired	-	-	-	-
Outstanding as at June 30, 2023	148,964	3.19	5.72	1,078,283
Of which vested	148,016	3.19	5.74	1,071,396
Of which non-vested	948	-	-	-

Options on WIHN Class A Shares	WIHN Class A Shares under options	Weighted-average exercise price (USD)	Weighted average remaining contractual term (in years)	Aggregate intrinsic value (USD)
Outstanding as at December 31, 2021	392,720	0.25	6.90	1,520,393
Of which vested	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 June 30, 2023	392,720	0.25	5.41	285,289
Of which vested	392,720	0.25	5.41	285,289

Stock-based compensation expenses from continuing operations	Unaudited 6 months ended June 30,
USD’000	2023	2022
In relation to Employee Stock Option Plans (ESOP)	197	34
In relation to non-ESOP Option Agreements	-	1
Total	197	35

	6 months ended June 30, 2023 (unaudited)			6 months ended June 30, 2022 (unaudited)
USD'000	IoT	mPKI	Total	IoT	mPKI	Total
Revenues from external customers	14,751	356	15,107	10,656	184	10,840
Intersegment revenues	-	1,137	1,137	-	853	853
Interest revenue	55	1	56	1	2	2
Interest expense	7	245	252	2	335	337
Depreciation and amortization	158	29	187	84	49	133
Segment income /(loss) before income taxes	2,738	(9,471)	(6,732)	1,066	(7,653)	(6,587)
Profit / (loss) from intersegment sales	-	55	55	-	42	42
Income tax recovery /(expense)	(319)	(4)	(322)	-	(1)	(1)
Other significant noncash items
Share-based compensation expense	-	197	197	-	39	39
Interest and amortization of debt discount and expense	88	31	119	-	134	134
Debt conversion expense	-	484	484	-	603	603
Segment assets	23,593	53,212	76,805	14,341	83,050	97,392

6 months ended June 30, (unaudited)	2023	2022
Revenue reconciliation	USD'000	USD'000
Total revenue for reportable segment	16,244	11,693
Elimination of intersegment revenue	(1,137)	(853)
Total consolidated revenue	15,107	10,840

Loss reconciliation	USD'000	USD'000
Total profit / (loss) from reportable segments	(6,732)	(6,587)
Elimination of intersegment profits	(55)	(42)
Loss before income taxes	(6,787)	(6,628)

As at June 30, (unaudited)	2023	2022
Assets	USD'000	USD'000
Total assets from reportable segments	76,805	97,392
Elimination of intersegment receivables	(3,945)	(9,440)
Elimination of intersegment investment and goodwill	(25,852)	(14,799)
Consolidated total assets	47,008	73,153

Property, plant and equipment, net of depreciation, by region	As at June 30,	As at December 31,
USD'000	2023 (unaudited)	2022
Switzerland	181	231
Rest of EMEA*	2,124	608
North America	1	1
Asia Pacific	-	2
Total Property, plant and equipment, net of depreciation	2,306	842
* EMEA means Europe, Middle East and Africa

	Unaudited 6 months ended June 30,
Income/ (loss) per share	2023	2022
Net gain / (loss) from continuing operations (USD'000)	(7,109)	(6,629)
Effect of potentially dilutive instruments on net gain (USD'000)	n/a	n/a
Net income / (loss) attributable to WISeKey International Holding AG after effect of potentially dilutive instruments (USD'000)	7,109	6,629

Net gain / (loss) from discontinued operations (USD'000)	-	7,379
Less: Net (income) / loss attributable to noncontrolling interests	141	1,685
Net gain / (loss) attributable to WISeKey International Holding AG (USD'000)	(6,968)	2,435
Effect of potentially dilutive instruments on net gain (USD'000)	n/a	77
Net income / (loss) attributable to WISeKey International Holding AG after effect of potentially dilutive instruments (USD'000)	6,968	2,512
Shares used in net gain / (loss) per share computation:
Weighted average shares outstanding - basic	2,858,601	2,036,305
Effect of potentially dilutive equivalent shares	n/a	n/a
Weighted average shares outstanding - diluted	2,858,601	2,036,305
Net gain / (loss) per share
Basic weighted average loss per share from continuing operations (USD)	(2.44)	(3.18)
Diluted weighted average loss per share from continuing operations (USD)	(2.44)	(3.18)
Basic weighted average loss per share from discontinued operations (USD)	-	3.62
Diluted weighted average loss per share from discontinued operations (USD)	-	3.62
Basic weighted average loss per share attributable to WIHN (USD)	(2.44)	1.20
Diluted weighted average loss per share attributable to WIHN (USD)	(2.44)	1.20

Group Company Name	Share Capital		% ownership as at June 30, 2023	% ownership as at December 31, 2022	Nature of business
WISeKey SA	CHF	933,436	95.75%	95.75%	Main operating company. Sales and R&D services
WISeKey Semiconductors SAS	EUR	1,473,162	90.0%	100.0%	Chip manufacturing, sales & distribution
WiseTrust SA	CHF	680,000	100.0%	100.0%	Non-operating investment company
WISeKey ELA SL	EUR	4,000,000	95.75%	95.75%	Sales & support
WISeKey SAARC Ltd	GBP	100,000	51.0%	51.0%	Non trading
WISeKey USA Inc¹	USD	6,500	95.75%	95.75%	Sales & support
WISeKey India Private Ltd²	INR	1,000,000	45.9%	45.9%	Sales & support
WISeKey IoT Japan KK	JPY	1,000,000	90.0%	100.0%	Sales & distribution
WISeKey IoT Taiwan	TWD	100,000	90.0%	100.0%	Sales & distribution branch
WISeCoin AG	CHF	100,000	90.0%	90.0%	Sales & distribution
WISeKey Equities AG	CHF	100,000	100.0%	100.0%	Financing, Sales & distribution
WISeKey Semiconductors GmbH	EUR	25,000	100.0%	100.0%	Sales & distribution
WISeKey Arabia - Information Technology Ltd	SAR	200,000.00	51.0%	51.0%	Sales & distribution
WISe.Art AG³	CHF	100,000	100.0%	100.0%	Sales & distribution
WISeKey Vietnam Ltd	VND	689,400,000	95.75%	95.75%	R&D
SEALSQ Corp.⁴	USD	100	90.0%	100.0%	Sales & support
WISeKey (Gibraltar) Limited	GBP	100	100.0%	100.0%	Sales & support
WISeSat.Space AG	CHF	100,000	100.0%	100.0%	Sales & distribution
Trust Protocol Association	CHF	-	100.0%	100.0%	Association cofounded by WISeKey Equities AG involved in Internet security
¹ 50% owned by WISeKey SA and 50% owned by WiseTrust SA
² 88% owned by WISeKey SAARC which is controlled by WISeKey International Holding AG
³ Formerly TrusteCoin AG, formerly WiseAI AG, 100% owned by WISeKey International Holding AG from August 27, 2021
⁴ Formerly SEAL (BVI) Corp.

		Receivables as at		Payables as at		Unaudited Net expenses to		Unaudited Net income from
	Related Parties	June 30,	December 31,	June 30,	December 31,	in the 6 months ended June 30,		in the 6 months ended June 30,
	(in USD'000)	2023 (unaudited)	2022	2023 (unaudited)	2022	2023	2022	2023	2022
1	Carlos Moreira	-	-	483	353	-	-	-	-
2	Philippe Doubre	-	-	-	-	44	21	-	-
3	David Fergusson	-	-	-	-	0	25	-	-
4	Eric Pellaton	-	-	-	-	44	20	-	-
5	Jean-Philippe Ladisa	-	-	-	-	85	25	-	-
6	Maria Pia Aqueveque Jabbaz	-	-	-	-	85	-	-	-
7	Cristina Dolan	-	-	-	-	45	-	-	-
8	Hans-Christian Boos	-	-	-	-	-	69	-	-
10	Nicolas Ramseier	-	-	-	-	-	1	-	-
14	OISTE	98	171	178	70	162	148	47	30
15	Terra Ventures Inc	-	-	31	30	-	-	-	-
16	GSP Holdings Ltd	-	-	16	13	-	-	-	-
17	SAI LLC (SBT Ventures)	-	-	32	30	-	-	-	-
18	Related parties of Carlos Moreira	-	-	-	-	120	111	-	-
	Total	98	171	741	496	617	422	47	30

US GAAP (Million US$)	H1 2023	H1 2022
Net sales	15.1	10.8
Gross profit	8.1	4.8
Operating income / (loss) as reported	(5.9)	(6.6)
Net income / (loss) attributable to WISeKey as reported	(7.0)	2.4

Non-GAAP (Million US$)*
EBITDA	(5.7)	(6.5)
Adjusted net income / (loss)	(6.4)	(9.3)

	Unaudited 6 months ended June 30,		Year-on-Year Variance
USD'000	2023	2022

Net sales	15,107	10,840	39%
Cost of sales	(6,924)	(6,305)	10%
Depreciation of production assets	(84)	240	-135%
Gross profit	8,099	4,775	70%

Other operating income	21	33	-36%
Research & development expenses	(2,151)	(1,699)	27%
Selling & marketing expenses	(3,887)	(3,556)	9%
General & administrative expenses	(7,968)	(6,156)	29%
Total operating expenses	(13,985)	(11,378)	23%
Operating loss	(5,886)	(6,603)	-11%

Non-operating income	598	2,795	-79%
Debt conversion expense	(484)	(603)	-20%
Interest and amortization of debt discount	(119)	(134)	-11%
Non-operating expenses	(896)	(2,083)	29%
Loss before income tax expense	(6,787)	(6,628)	2%

Income tax income (expense)	(322)	(1)	32100%
Net loss from continuing operations	(7,109)	(6,629)	7%

Income / (loss) on discontinued operations	-	7,379	n/a
Net loss	(7,109)	750	-1048%

Financial Reconciliation of GAAP to non-GAAP Results (unaudited)	6 months to June 30,	6 months to June 30,
(Million US$)	2023	2022
Operating income/(loss) as reported	(5.9)	(6.6)
Non-GAAP adjustments
Depreciation expense	0.2	0.1
EBITDA	(5.7)	(6.5)

Net income/(loss) attributable to WISeKey as reported	(7.0)	2.4
Non-GAAP adjustments from continuing operations:
Depreciation expense	0.2	0.1
Listing-related professional fees	0.4	-
Gain from the divestiture of a business	-	(11.8)
Adjusted net income/(loss) attributable to WISeKey	(6.4)	(9.3)