Trust Stamp Announces Pricing of Registered Direct Offering and Warrant Inducement, Priced At-The-Market, for Aggregate Gross Proceeds of $2.0 Million
03 September 2024 - 2:40PM
Trust Stamp (Nasdaq: IDAI), the Privacy-First Identity Company™
providing AI-powered software used globally across multiple
sectors, today announced that it has entered into a securities
purchase agreement with a single institutional investor to purchase
1,432,399 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 2,864,798 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
$0.3223. The private placement warrants will be exercisable upon
receipt of shareholder approval, will expire five years from the
initial exercise date and will have an exercise price of $0.3223
per share.
The Company has also entered into a warrant
inducement agreement with the investor to exercise certain
outstanding warrants that the Company issued on June 5, 2023 (as
amended on December 20, 2023) and December 20, 2023. Pursuant to
the warrant inducement agreement, the investor has agreed to
exercise outstanding warrants to purchase an aggregate of 4,773,030
shares of the Company's common stock at an amended exercise price
of $0.3223. In consideration for the immediate exercise of the
warrants, the Company also agreed to issue to the investor
unregistered warrants to purchase an aggregate of 9,546,060 shares
of the Company's common stock. These warrants will have an exercise
price of $0.3223 per share, will be exercisable upon receipt of
shareholder approval and will expire five years from the initial
exercise date.
The combined gross proceeds to the Company from
the registered direct offering, concurrent private placement and
warrant inducement are estimated to be approximately $2.0 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 September 5, 2024, subject to the satisfaction
of customary closing conditions.
The Company intends to use net proceeds from the
sale of securities in the registered direct offering, private
placement, and warrant exercise for working capital, capital
expenditures, other general corporate purposes, and the termination
of its transaction documents with HCM Management Foundation.
Maxim Group LLC is acting as the sole placement
agent in connection with the offering.
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, the warrants to be issued pursuant to the
warrant inducement agreement 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
prefunded warrants offered in the registered direct offering 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 software and data
transformation services for use in multiple sectors, including
banking and finance, regulatory compliance, government, real
estate, communications, and humanitarian services. Trust Stamp is
located across North America, Europe, Asia, and Africa and trades
on the Nasdaq Capital Market (Nasdaq: IDAI).
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
Email: Shareholders@truststamp.ai
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