Trust Stamp Announces Pricing of Registered Direct Offering and Warrant Inducement, Priced At-The-Market, for Aggregate Gross Proceeds of $2.0 Million

Rhea-AI Summary

Trust Stamp (Nasdaq: IDAI) has announced a $2.0 million registered direct offering and warrant inducement, priced at-the-market. The company will issue 1,432,399 shares of common stock (or pre-funded warrants) at $0.3223 per share, along with unregistered warrants for 2,864,798 additional shares. The deal includes a warrant inducement agreement for the exercise of 4,773,030 outstanding warrants at $0.3223, with new warrants for 9,546,060 shares issued as consideration. The offering is expected to close around September 5, 2024. Proceeds will be used for working capital, capital expenditures, and other corporate purposes, including terminating transaction documents with HCM Management Foundation. Maxim Group is acting as the sole placement agent.

Positive

• Secured $2.0 million in gross proceeds through registered direct offering and warrant inducement
• Offering priced at-the-market under Nasdaq rules, potentially indicating fair market value
• Funds to be used for working capital, capital expenditures, and other corporate purposes

Negative

• Potential dilution for existing shareholders due to issuance of new shares and warrants
• Low offering price of $0.3223 per share may indicate weak market demand or financial position
• Need for additional funding suggests possible cash flow or liquidity issues

Insights

Financial Analyst

Trust Stamp's latest financing move reveals a complex strategy to raise $2.0 million through a mix of registered direct offering, private placement and warrant inducement. This approach, while providing immediate capital, significantly dilutes existing shareholders. The pricing at $0.3223 per share is notably low, suggesting potential financial strain. The company's need to amend previously issued warrants for immediate exercise indicates urgency in capital raising. The use of proceeds for working capital and debt termination hints at liquidity challenges. While this funding provides a short-term lifeline, it raises questions about Trust Stamp's long-term financial health and growth prospects in the competitive AI-powered identity sector.

Legal Expert

The multi-faceted structure of Trust Stamp's offering demonstrates a careful navigation of securities regulations. By utilizing a shelf registration for the common stock offering and Section 4(a)(2) for the private placement of warrants, the company balances regulatory compliance with flexibility. The need for shareholder approval for certain warrant exercises introduces a governance element that could impact deal closure. The explicit mention of the SEC registration and the involvement of Maxim Group as placement agent underscores regulatory adherence. However, the complexity of this transaction, involving multiple securities types and regulatory frameworks, may increase legal scrutiny and potential shareholder concerns about dilution and corporate governance.

Market Research Analyst

Trust Stamp's financing strategy reflects broader market challenges for small-cap tech companies. The at-the-market pricing and warrant inducements suggest investor hesitancy, likely due to market conditions and company-specific factors. The privacy-first identity sector remains promising but competitive, with Trust Stamp potentially struggling to differentiate. The low share price of $0.3223 indicates significant market skepticism about the company's near-term prospects. This financing, while providing necessary capital, may be viewed as a defensive move rather than a growth catalyst. The market's reception to this complex deal structure will be important in gauging investor confidence in Trust Stamp's business model and management strategy.

Atlanta, GA, Sept. 03, 2024 (GLOBE NEWSWIRE) -- 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

FAQ

What is the size of Trust Stamp's (IDAI) recent offering?

Trust Stamp (IDAI) announced a $2.0 million registered direct offering and warrant inducement, priced at-the-market under Nasdaq rules.

How many new shares is Trust Stamp (IDAI) issuing in this offering?

Trust Stamp (IDAI) is issuing 1,432,399 shares of common stock (or pre-funded warrants in lieu thereof) in the registered direct offering.

What is the price per share for Trust Stamp's (IDAI) new offering?

The combined effective offering price for each share of common stock (or pre-funded warrant) and accompanying warrant is $0.3223.

When is Trust Stamp's (IDAI) new offering expected to close?

The offering is expected to close on or about September 5, 2024, subject to customary closing conditions.

How does Trust Stamp (IDAI) plan to use the proceeds from this offering?

Trust Stamp (IDAI) intends to use the net proceeds for working capital, capital expenditures, other general corporate purposes, and terminating transaction documents with HCM Management Foundation.