REG - T Stamp Inc - Trust Stamp reports US $8.84M raised

MetlifeAnnouncement

07/01/2022 10:50

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RNS Number : 7754X  T Stamp Inc  07 January 2022

 

T STAMP INC

('Trust Stamp' or 'The Company')

 

Trust Stamp reports US $8.84M raised from new and existing Shareholders

 

07 January 2022: Trust Stamp (OTCQX: IDAI, Euronext Growth: AIID ID), a global
provider of AI-powered trust and identity services used across multiple
sectors, is pleased to announce the successful completion of a combined
public and private fundraise, previously disclosed on 25 August 2021 [here
(https://truststamp.ai/ai/Trust-Stamp-$5M-Raise.pdf) ]. The Company closed
investments totaling US $8.84M through a combination of the fundraise and
warrant executions, of which US $59,212 is pending transfer from escrow and
subject to cancellation. 3,816,967 new shares of Class A Common Stock (the
"New Shares") and 1,378,766 new warrants will have been issued upon completion
of all transactions. Trust Stamp has raised $30.05M to date.

Trust Stamp CEO Gareth N. Genner comments: "Trust Stamp's unique proposition
of privacy-first, secure, and accessible biometric and digital identity
solutions continues to be validated with the support of both new and returning
Shareholders, strategic international partnerships, and cross-industry demand
for our scaling portfolio of transformative identity, data protection, and
fraud-prevention capabilities.

The funds raised during 2021 position Trust Stamp to capitalize on global
market opportunities by strengthening market penetration and further
developing and commercializing innovative IP to address emerging needs of
consumers and organizations in our increasingly digitally connected world.

We are thrilled to continue this growth trajectory alongside our expanding
base of mission-aligned Shareholders as the key drivers for our planned
uplisting to the Nasdaq Capital Market."

Details of the Offerings

 

The fundraise commenced on 25 August 2021, initially targeting a maximum raise
of $5M. With a central goal of raising capital to support Shareholders'
equity requirements for Trust Stamp's April 2021 application to list on the
Nasdaq Capital Market, Trust Stamp's Board later approved an increase in the
maximum raise to $6.2M following consultation with Nasdaq staff.

 

Each share issued in this round of funding is paired with a warrant to
purchase an additional share for US $4, with a subscription price per share
and warrant unit of US $4. The Regulation CF offering maintained a minimum
investment of $1,000. While the Regulation D and Regulation S offerings
initially featured a minimum investment size of US $5,000, Trust Stamp lowered
the minimum investment to US $1,000 as a result of increased investor
interest.

 

One of the Company's earliest investors, Second Century Ventures LLC ("SCV"),
together with REach® Ventures LLC ("REach®"), an SCV company, respectively
exercised 2,037,560 and 400,641 warrants initially issued on 30 September
2016, totaling US $3.32M raised and 2,438,201 New Shares issued from the
execution of warrants. Following these transactions, SCV and REach® hold
2,622,995 and 932,110 outstanding warrants, respectively.

 

The transactions concerning the 3,816,967 New Shares are exempt from the
registration requirements set out under the US Securities Act of 1933 ("The
Act"). Of that, 1,106,673 New Shares have been sold to US-based and
international investors pursuant to Regulation CF under The Act, 2,652,940 New
Shares have been sold to US-based accredited investors pursuant to Regulation
D under The Act, and 57,354 New Shares have been sold in an offshore
transaction as defined in and pursuant to Regulation S under The Act.

 

Following the completion of all transactions, the Company will have 23,215,662
Class A Common Stock ("Common Shares") in issue.

 

Related party transactions

 

The transactions with SCV and REach® are deemed to be related party
transactions pursuant to rule 5.18 of the Euronext Growth Dublin rules, as SCV
maintains a right of appointment served by independent non-executive director
Mark Birschbach, who is also a Managing Director of REach®. The Directors
(excluding Mark Birschbach), having consulted with the Company's Euronext
Growth Adviser, confirm the terms of participation to be fair and reasonable
insofar as Shareholders are concerned.

 

Pursuant to the warrant exercise, the number of New Shares subscribed for by
SCV and REach® 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
 Second Century Ventures LLC  571,415                        2,037,560                            2,609,074                                      11.24%

 REach®                       0                              400,641                              400,641                                        1.73%

 

Enquiries

Trust Stamp
 
Email: Shareholders@truststamp.ai

Gareth Genner, Chief Executive
Officer

Nisha Naik, Executive VP of Communications

Davy (Euronext Growth
Advisor)
Tel: +353 1 679 6363

Barry Murphy

 

About Trust Stamp

Trust Stamp (https://truststamp.ai/) 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 seven countries across North America, Europe, Asia, and Africa,
Trust Stamp trades on the OTCQX Best Market (OTCQX: IDAI
(https://www.otcmarkets.com/stock/IDAI/overview) ) and Euronext Growth in
Dublin (Euronext Growth: AIID ID
(https://live.euronext.com/en/product/equities/US8730483000-XESM) ). Founded
in 2016 by Gareth Genner and Andrew Gowasack, the company now employs over 90
people.

 

Disclaimer

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 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.

 

 

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