T Stamp Inc Announces Successful Completion of a Private Offering

Rhea-AI Summary

Trust Stamp (OTCQX:IDAI) successfully raised US $4 million in a private offering, issuing 260,245 new shares of Class A Common Stock. This funding, coming from both new and existing shareholders, will enhance the company's ability to pursue an up-listing to the Nasdaq Capital Market and accelerate its growth in the biometric identity technology sector. The offering occurred in two tranches, with the first raising US $3.92 million and the second US $82,133. The private offering complies with US regulations, with significant participation from early investors.

Positive

• Raised US $4 million from new and existing investors.
• Funding supports strategy for up-listing to Nasdaq and market penetration.
• Majority of subscribers reinvested, indicating investor confidence.

Negative

• Issuance of new shares may lead to shareholder dilution.

US $4 million raised from new and existing Shareholders in private fundraise

ATLANTA, GA / ACCESSWIRE / June 4, 2021 / Trust Stamp (OTCQX:IDAI), Euronext Growth: AIID ID), a global provider of AI-powered identity services for use in multiple sectors, is pleased to announce the successful completion of a private offering previously disclosed on 15 March 2021 [here]. Raising a total of US $4 million, the Company has issued 260,245 new shares of Class A Common Stock (the "New Shares") upon completion of the transaction.

Gareth Genner, CEO and Co-Founder of Trust Stamp commented: "The success of this round testifies to the investment opportunity in secure, privacy-positive, and accessible biometric identity technology. I would like to thank the new and existing mission-aligned investors for their support.

This strategic round of funding will better enable us to capitalise on significant and growing opportunities as we pursue an up-listing from the US OTCQX Best Market to the Nasdaq Capital Market in 2021. With the growth in addressable need for secure identity solutions, this capital will also support our furthered market penetration and accelerated commercial growth strategy.

The majority of subscribers are reinvesting in this round, having previously invested in Trust Stamp during our public Series A round in 2020. Together we have achieved many milestones in a short period of time and view this renewed commitment in the business as an indicator of their confidence in our strategy and execution over the last year."

Details of the Private Offering
The fundraise was conducted in two successive tranches, with the first commencing on 15 March 2021. With a subscription price of $15.31 per share and minimum investment size of $25,000, this tranche was open to new and existing Shareholders. The Company raised US $3.92 million and issued 255,965 New Shares in this tranche.

In response to heightened interest from existing Shareholders, Trust Stamp then announced a second tranche with a reduced minimum investment of $5,000 and a subscription price of $19.19 per share to increase accessibility to this cohort. This opportunity became available on 06 April 2021 and raised $82,133 from the issuance of 4,280 New Shares.

The transactions concerning the 260,245 New Shares are exempt from the registration requirements set out under the U.S. Securities Act of 1933. Of that, 209,099 New Shares have been sold to US-based accredited investors pursuant to Regulation D under the U.S. Securities Act of 1933 and 51,146 New Shares have been sold in an offshore transaction as defined in and pursuant to Regulation S under the U.S. Securities Act of 1933.

Following the completion of the private offering, the Company has 3,863,896 Class A Common Stock ("Common Shares") in issue.

Related party transactions
Two of the company's earliest investors, FSH Capital and Second Century Ventures LLC (SCV), participated in the initial tranche, contributing a combined total of US $2.5 million. Both subscriptions in this raise are deemed to be related party transactions pursuant to rule 5.18 of the Euronext Growth Dublin rules, as FSH Capital is a substantial Shareholder in the Company, and SCV maintains a right of appointment served by independent non-executive director Mark Birschbach. The Directors (excluding Mark Birschbach in reference to the SCV subscription), having consulted with the Company's Euronext Growth Adviser, confirm the terms of participation in both instances to be fair and reasonable insofar as Shareholders are concerned.

Pursuant to the fundraising, the number of New Shares subscribed for by FSH Capital and SCV and their resulting shareholdings on Admission are as follows:

Name	No. of existing Common Shares	No. of Common Shares subscribed for	No. of Common Shares held following admission	Percentage of issued share capital (as enlarged by the Fundraise) on Admission
FSH Capital	505,247	65,317	570,564	14.77%
Second Century Ventures LLC	15,0001	97,976	112,976	2.92%

1. Second Century Ventures LLC exercised a warrant for 15,000 Class A Common Stock on 22 April 2021 at a subscription price of US $8 per share.

Enquiries

Trust Stamp	Tel: +356 27112981
Gareth Genner, Chief Executive Officer
Nisha Naik, Executive VP of Communications
Davy (Euronext Growth Advisor)	Tel: +353 1 679 6363
Fergal Meegan / Barry Murphy
Powerscourt (Financial Public Relations)	Tel: +353 87 236 5973
Eavan Gannon	Email: Truststamp@powerscourt-group.com

About Trust Stamp
Trust Stamp 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 organisations with 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 seven countries across North America, Europe, Asia, and Africa, Trust Stamp trades on the OTCQX Best Market (OTCQX: IDAI) and Euronext Growth in Dublin (Euronext Growth: AIID ID). Founded in 2016 by Gareth Genner and Andrew Gowasack, the company now employs over 70 people with flagship customers including Mastercard International and FIS.

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SOURCE: T Stamp Inc

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FAQ

What was the total amount raised in Trust Stamp's private offering?

Trust Stamp raised a total of US $4 million in its private offering.

How many new shares were issued in the private offering by Trust Stamp?

A total of 260,245 new shares of Class A Common Stock were issued.

What will the funds from the private offering be used for?

The funds will be used to pursue an up-listing to the Nasdaq Capital Market and accelerate market penetration.

Who participated in the private offering?

The offering included both new and existing shareholders, with significant contributions from early investors.

What are the potential risks associated with the new shares issued by Trust Stamp?

The issuance of new shares may lead to dilution for existing shareholders.