Trust Stamp Announces Pricing of $2.9 Million Registered Direct Offering and Concurrent Private Placement Priced At-The-Market
June 01 2023 - 08:30AM
Trust Stamp (Nasdaq: IDAI), the Privacy-First Identity
Company™ providing artificial intelligence (AI)-powered trust
and identity services used globally across multiple sectors, today
announced that it has entered into a securities purchase agreement
with a single institutional investor to purchase 1,279,700 shares
of common stock (or pre-funded warrants in lieu thereof) in a
registered direct offering priced at-the-market under Nasdaq rules.
In a concurrent private placement, the Company also agreed to issue
and sell unregistered warrants to purchase up to an aggregate of
1,279,700 shares of common stock. The combined effective offering
price for each share of common stock (or pre-funded warrant in lieu
thereof) and accompanying warrant is $2.30. The warrants will be
immediately exercisable, will expire five years from the issuance
date and will have an exercise price of $2.30 per share.
The gross proceeds to the Company from the
registered direct offering and concurrent private placement are
estimated to be approximately $2.9 million before deducting the
placement agent’s fees and other estimated offering expenses
payable by the Company. The offering is expected to close on or
about June 5, 2023, subject to the satisfaction of customary
closing conditions.
Maxim Group LLC is acting as the sole placement
agent in connection with the offering.
Trust Stamp has also agreed that certain
existing warrants to purchase up to an aggregate of 390,000 shares
of common stock of the Company that were issued to such
institutional investor on September 14, 2022, at an exercise price
of $8.85 per share (as adjusted), will be amended effective upon
the closing of the offering so that the amended warrants will have
an exercise price of $2.30.
The shares of common stock (or pre-funded
warrants in lieu thereof) are being offered pursuant to a shelf
registration statement on Form S-3 (File No. 333-271091), which was
declared effective by the U.S. Securities and Exchange Commission
(the “SEC”) on April 12, 2023. The offering of shares of common
stock (or pre-funded warrants in lieu thereof) will be made only by
means of a prospectus supplement that forms a part of such
registration statement. The warrants to be issued in the concurrent
private placement and the shares issuable upon exercise of such
warrants were offered in a private placement under Section 4(a)(2)
of the Securities Act of 1933, as amended (the “Act”), and
Regulation D promulgated thereunder and have not been registered
under the Act or applicable state securities laws.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy, nor will there be
any sales of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction. A
prospectus supplement relating to the shares of common stock and
pre-funded warrants will be filed by the Company with the SEC. When
available, copies of the prospectus supplement relating to the
registered direct offering, together with the accompanying
prospectus, can be obtained at the SEC's website at www.sec.gov or
from Maxim Group LLC, 300 Park Avenue, New York, NY 10022,
Attention: Syndicate Department, or via email at
syndicate@maximgrp.com or telephone at (212) 895-3500.
About Trust Stamp
Trust Stamp the Privacy-First Identity Company™,
is a global provider of AI-powered identity services for use in
multiple sectors including banking and finance, regulatory
compliance, government, real estate, communications, and
humanitarian services. Its technology empowers organizations with
advanced biometric identity solutions that reduce fraud, protect
personal data privacy, increase operational efficiency, and reach a
broader base of users worldwide through its unique data
transformation and comparison capabilities.
Located in nine countries across North America,
Europe, Asia, and Africa, Trust Stamp trades on the Nasdaq Capital
Market (Nasdaq: IDAI). The company was founded in 2016 by Gareth
Genner and Andrew Gowasack.
Forward-Looking Statements
All statements in this release that are not
based on historical fact are “forward-looking statements” including
within the meaning of the Private Securities Litigation Reform Act
of 1995 and the provisions of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. The information in this announcement may contain
forward-looking statements and information related to, among other
things, the company, its business plan and strategy, and its
industry. These statements reflect management’s current views with
respect to future events based on information currently available
and are subject to risks and uncertainties that could cause the
company’s actual results to differ materially from those contained
in the forward-looking statements. Investors are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date on which they are made. The company does
not undertake any obligation to revise or update these
forward-looking statements to reflect events or circumstances after
such date or to reflect the occurrence of unanticipated events.
Trust Stamp
Gareth Genner, Chief Executive
OfficerEmail: Shareholders@truststamp.ai
Investor
Relations
Crescendo Communications Tel: +1
212-671-1021 Email: idai@crescendo-ir.com
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