Prospectus Supplement | |
Filed pursuant to Rule 424(b)(5) |
To Prospectus dated April 12, 2023 | |
Registration No. 333-271091 |
T STAMP INC.
736,400 Shares of Class A Common Stock
Pre-Funded Warrants to Purchase 543,300 Shares
of Common Stock
We are offering 736,400 shares of our Class A
Common Stock, par value $0.01 per share, and pre-funded warrants to purchase 543,300 shares of our Class A Common Stock (and the shares
of Class A Common Stock underlying such pre-funded warrants) directly to a certain institutional investor pursuant to this prospectus
supplement and the accompanying prospectus. The offering price of the shares and pre-funded warrants is $2.300 and $2.299, respectively.
The purchase price of each pre-funded warrant
is equal to the price per share of Class A Common Stock, minus $0.001, and the remaining exercise price of each pre-funded warrant will
equal $0.001 per share. The pre-funded warrants will be immediately exercisable and may be exercised at any time until all of the pre-funded
warrants are exercised in full. This prospectus supplement also relates to the offering of shares of Class A Common Stock issuable upon
exercise of such pre-funded warrants.
In a concurrent private placement, we are also
selling to the investors private placement warrants to purchase 1,279,700 shares of our Class A Common Stock at an exercise price of $2.30
per share. The private placement warrants and the shares of Class A Common Stock issuable upon the exercise of such warrants are not being
registered under the Securities Act of 1933, as amended, or the Securities Act, and are not being offered pursuant to this prospectus
supplement and the accompanying prospectus and are being offered pursuant to an exemption from the registration requirements of the Securities
Act provided in Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The private placement warrants
are immediately exercisable, and will expire five years from the issuance date.
Our Class A Common Stock is listed on The Nasdaq
Capital Market, or Nasdaq, under the symbol “IDAI.” On May 31, 2023, the last reported sale price of our Class A Common Stock
on The Nasdaq Capital Market was $2.54 per share.
As of April 13, 2023, the aggregate market value
of our outstanding Class A Common Stock held by non-affiliates was approximately $31,134,790 based on 5,609,872 shares of Class A Common
Stock held by non-affiliates on such date, and based on the last reported sale price of our Class A Common Stock on the Nasdaq Capital
Market on April 13, 2023 of $5.55 per share, which is within 60 days of the date of this prospectus supplement. In no event will we sell
securities pursuant to a Registration Statement on Form S-3 in a public primary offering with value exceeding more than one-third of our
public float in any 12-month calendar period so long as our public float remains below $75 million and General Instruction I.B.6 of Registration
Statement on Form S-3 continues to apply to us. As of the date of this prospectus supplement, we have sold $5,191,989 worth of securities
pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar month period that ends on, and includes,
the date of this prospectus.
Investing in our securities involves a
high degree of risk. Before buying any of our securities, you should carefully read “Risk Factors” on page S-5 of this
prospectus supplement, on page 4 of the accompanying prospectus, and under similar headings in the other documents that are
incorporated by reference into this prospectus supplement and the accompanying prospectus.
We have engaged Maxim Group LLC (the “Placement
Agent”) to act as our exclusive Placement Agent in connection with this offering to use its reasonable best efforts to place the
securities offered by this prospectus supplement. We have agreed to pay the Placement Agent the fees set forth in the table below.
|
|
Per Share of Class A Common Stock
or
Pre-Funded Warrant |
|
|
Total |
|
Offering price (1) |
|
$ |
2.300 |
|
|
$ |
2,942,767 |
|
Placement Agent’s fees (2) |
|
$ |
0.161 |
|
|
$ |
205,994 |
|
Proceeds, before expenses, to us |
|
$ |
2.139 |
|
|
$ |
2,736,773 |
|
(1) The
offering price of the pre-funded warrants is $2.299 per pre-funded warrant, or $0.001 less than the per share offering price of the
shares of Class A Common Stock.
(2) We have agreed to reimburse the Placement
Agent for certain offering-related expenses up to an aggregate of $50,000, which are not included herein. See “Plan of Distribution.”
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement and the
accompanying prospectus are truthful or complete. Any representation to the contrary is a criminal offense.
Delivery of the shares of Class A Common Stock
and pre-funded warrants being offered pursuant to this prospectus supplement and the accompanying prospectus is expected to be made on
or about June 5, 2023, subject to customary closing conditions.
MAXIM GROUP LLC
Sole Placement Agent
The date of this prospectus supplement is June
1, 2023
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PROSPECTUS
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus is part of a registration statement
that we filed with the U.S. Securities and Exchange Commission (the “SEC”) using a “shelf” registration process
and consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second
part, the accompanying base prospectus, gives more general information, some of which may not apply to this offering. Generally, when
we refer only to the “prospectus,” we are referring to both parts combined.
This prospectus supplement may add, update or
change information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement
and accompanying prospectus. If information in this prospectus supplement is inconsistent with the accompanying base prospectus or with
any document incorporated by reference that was filed with the SEC before the date of this prospectus supplement, you should rely on this
prospectus supplement; provided, however, that if any statement in one of these documents is inconsistent with a statement in another
document having a later date — for example, a document incorporated by reference in the accompanying prospectus — the
statement in the document having the later date modifies or supersedes the earlier statement. The information contained in this prospectus
supplement or the accompanying prospectus, or incorporated by reference herein or therein, is accurate only as of the respective dates
thereof, regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or of any sale of Class A Common
Stock. This prospectus supplement, the accompanying prospectus and the documents incorporated into each by reference include important
information about us, the securities being offered and other information you should know before investing in our securities. You should
also read and consider information in the documents we have referred you to in the sections of this prospectus supplement entitled “Where
You Can Find Additional Information” and “Incorporation of Certain Information by Reference.”
You should rely only on the information contained
or incorporated by reference in this prospectus supplement, the accompanying prospectus and in any free writing prospectuses we may provide
to you in connection with this offering. Neither we nor Maxim has authorized any other person to provide you with any information that
is different. If anyone provides you with different or inconsistent information, you should not rely on it. We and Maxim take no responsibility
for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and
seeking offers to buy, our securities only in jurisdictions where offers and sales are permitted. The distribution of this prospectus
supplement and the offering of securities covered hereby in certain jurisdictions may be restricted by law. Persons outside the United
States who come into possession of this prospectus supplement must inform themselves about, and observe any restrictions relating to,
the offering of securities covered hereby and the distribution of this prospectus supplement outside the United States. This prospectus
supplement does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities
offered by this prospectus supplement by any person in any jurisdiction in which it is unlawful for such person to make such an offer
or solicitation.
This prospectus supplement contains summaries
of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete
information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to
herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus
is a part, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.”
We further note that the representations, warranties
and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus
supplement or the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases,
for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or
covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such
representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
Unless the context requires otherwise, references
in this prospectus to the “Company,” “Trust Stamp”, “we,” “us” and “our” refer
to T Stamp Inc., a Delaware corporation, and its consolidated subsidiaries.
We are not, and the Placement Agent is not, making
an offer or sale of shares of our securities in any jurisdiction where such offer or sale is not permitted. We are not making any representation
to you regarding the legality of an investment in our securities by you under applicable laws. You should consult with your own advisors
as to legal, tax, business, financial and related aspects of an investment in our securities.
This prospectus supplement and the information
incorporated herein by reference include trademarks, service marks and trade names owned by us or other companies. All trademarks, service
marks and trade names included or incorporated by reference into this prospectus supplement and the information incorporated herein by
reference are the property of their respective owners.
PROSPECTUS SUMMARY
This summary highlights selected information
appearing elsewhere in this prospectus supplement or incorporated by reference in this prospectus supplement, and does not contain all
of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus supplement,
and the accompanying prospectus, including the risks of investing in our securities discussed under the heading “Risk Factors”
contained herein and under similar headings in the accompanying base prospectus, and the documents incorporated by reference herein and
therein, including in the 2022 Form 10-K and the Company’s registration statement on Form S-1 filed with the SEC on June 1, 2023.
Prospective purchasers of our securities should also carefully read the information incorporated by reference in this prospectus supplement
and the accompanying prospectus, including our consolidated financial statements, and the exhibits to the registration statement of which
the accompanying prospectus is a part.
Company Overview
Trust Stamp develops proprietary artificial intelligence-powered
identity and trust solutions at the intersection of biometrics, privacy, and cybersecurity, that enable organizations to protect themselves
and their users, while empowering individuals to retain ownership of their identity data and prevent fraudulent activity using their identity.
Trust Stamp tackles industry challenges including data protection, regulatory compliance, and financial accessibility, with cutting edge
technology including biometric science, cryptography, and machine learning. Our core technology irreversibly transforms identity information
to create tokenized identifiers that enable accurate authentication without the need to store or share sensitive data. By retaining the
usefulness of biometric-derived data while minimizing the risk, we allow businesses to adopt biometrics and other anti-fraud initiatives
while protecting personal information from hacks and leaks.
Trust Stamp’s key sub-markets are identity
authentication for the purpose of account opening, access and fraud detection, the creation of tokenized digital identities to facilitate
financial and societal inclusion, and in-community case management software for alternatives to detention and other governmental uses.
As biometric solutions proliferate, so does the
need to protect biometric data. Stored biometric images and templates represent a growing and unquantified financial, security and PR
liability and are the subject of governmental, media and public scrutiny, since biometric data cannot be “changed” once they
are hacked, as they are directly linked to the user’s physical features and/or behaviors. Privacy concerns around biometric technology
have led to close attention from regulators, with multiple jurisdictions placing biometrics in a special or sensitive category of personal
data and demanding much stronger safeguards around collection and safekeeping.
To address this unprecedented danger and increased
cross-industry need to establish trust quickly and securely in virtual environments, Trust Stamp has developed its Irreversibly Transformed
Identity Token, or IT2TM, solutions, which replace biometric templates with a cryptographic hash that can never be rebuilt
into the original data and cannot be used to identify the subject outside the environment for which it is designed.
Trust Stamp’s data transformation and comparison
technology is vendor and modality agnostic, allowing organizations including other biometric services providers to benefit from the increased
protection, efficiency, and utility of our proprietary tokenization process. With online and offline functionality, Trust Stamp technology
is effective in even the most remote locations in the world.
Trust Stamp also offers end-to-end solutions for
multi-factor biometric authentication for account access and recovery, KYC/AML compliance, customer onboarding, and more, which allow
organizations to approve more genuine users, keep bad actors from accessing systems and services, and retain existing users with a superior
user experience.
Corporate Information
Trust Stamp was incorporated under the laws of
the State of Delaware on April 11, 2016 as “T Stamp Inc.” T Stamp Inc. and its subsidiaries (“Trust Stamp”, “we”,
or the “Company”) Our principal executive offices are located at 3017 Bolling Way NE, Floors 1 and 2, Atlanta, GA 30305, and
our telephone number is (404) 806-9906. Our website address is www.truststamp.ai. None of the information contained on, or
that may be accessed through, our website is a prospectus or constitutes part of, or is otherwise incorporated into, this prospectus.
The Offering
Issuer |
T Stamp Inc., a Delaware corporation |
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|
Securities Offered |
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● |
736,400 shares of Class A Common Stock; |
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● |
Pre-funded warrants to purchase 543,300 shares of Class A Common Stock at an exercise price of $0.001 per share. Each pre-funded warrant will be exercisable immediately upon issuance and will not expire; and |
|
● |
543,300 shares of Class A Common Stock issuable upon exercise of such pre-funded warrants. |
Offering price per security |
$2.30 per share of Class A Common Stock and $2.299 per pre-funded warrant |
|
|
Common stock outstanding immediately before this offering |
6,709,365 shares(1) |
|
|
Common stock outstanding immediately after this offering (including the shares issuable upon exercise of the pre-funded warrants) |
7,989,065 shares(1) |
|
|
Use of Proceeds |
We estimate that the net proceeds from this offering will be approximately $2.62 million after deducting offering costs associated with this offering (assuming no exercise of the pre-funded warrants issued in connection with this offering or the warrants issued in the concurrent private placement after deducting the Placement Agent fees and estimated offering expenses payable by us). We intend to use the net proceeds from this offering for general corporate purposes, which may include working capital, business and product development, potential acquisitions, retirement of debt and other business opportunities. |
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|
Risk Factors |
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-5 of this prospectus supplement, on page 4 of the accompanying prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus supplement and the accompanying prospectus, for a discussion of certain factors that you should carefully consider before deciding to invest in our securities. |
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Nasdaq Capital Market Trading Symbol |
IDAI |
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|
Concurrent Private Placement |
In a concurrent private placement, we are selling to the purchasers of securities in this offering warrants to purchase up to 1,279,700 shares of our Class A Common Stock at an exercise price of $2.30 per share. We will receive proceeds from such warrants solely to the extent they are exercised for cash. The warrants and the shares of our Class A Common Stock issuable upon the exercise of the warrants are not being offered pursuant to this prospectus supplement and the accompanying prospectus. The private placement warrants are immediately exercisable and will expire five years from the issuance date. See “Private Placement Transaction.” |
|
(1) |
The number of shares of our Class A Common Stock outstanding immediately before this offering and to be outstanding after this offering is based on 6,709,365 shares of Class A Common Stock outstanding as of May 31, 2023, but excludes the following as of May 31, 2023: |
|
● |
Restricted Stock Units (“RSUs”) (186,716 shares of Class A Common Stock), |
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● |
stock options (388,815 shares of Class A Common Stock issuable upon the exercise of stock options with exercise prices between $2.24 - $8.00 and all are vested as of May 31, 2023), |
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● |
warrants (3,247,299 shares of Class A Common Stock with exercise prices between $0.96 - $8.00), |
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● |
stock grants (63,357 shares of Class A Common Stock), and |
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● |
up to an aggregate of 1,279,700 shares of Class A Common Stock issuable upon exercise of the warrants issued in the private placement concurrent with this offering at an exercise price of $2.30 per share. |
RISK FACTORS
Investing in our securities involves a high degree
of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties described under
the heading “Risk Factors” contained in this prospectus supplement and discussed under the section entitled “Risk Factors”
contained in our registration statement on Form S-1 filed with the SEC on June 1, 2023, as well as our most recent Annual Report on Form
10-K, as well as any amendments thereto reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus
supplement in their entirety, together with other information in this prospectus supplement, the documents incorporated by reference,
the accompanying prospectus and any free writing prospectuses before making an investment decision. The risks described in these documents
are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, business,
competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may
not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future
periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously
harmed. This could cause the trading price of our securities to decline, resulting in a loss of all or part of your investment. Please
also carefully read the section below entitled “Special Note Regarding Forward-Looking Statements.”
Risks Related to this Offering and Ownership
of Our Securities
The market price for our Class A Common
Stock is particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, and lack
of profits, which could lead to wide fluctuations in our share price.
The market for our Class A Common Stock is characterized
by significant price volatility when compared to the shares of larger, more established companies that have large public floats, and we
expect that our share price will continue to be more volatile than the shares of such larger, more established companies for the indefinite
future, although such fluctuations may not reflect a material change to our financial condition or operations during any such period.
Such volatility can be attributable to a number of factors. First, as noted above, our Class A Common Stock is, compared to the shares
of such larger, more established companies, sporadically and thinly traded. The price for our Class A Common Stock could, for example,
decline precipitously in the event that a large number of our shares are sold on the market without commensurate demand. Secondly, we
are a speculative or “risky” investment due to our lack of profits to date. As a consequence of this enhanced risk, more risk-adverse
investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined
to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a larger, more established
company that has a large public float. Many of these factors are beyond our control and may decrease the market price of our Class A Common
Stock regardless of our operating performance.
In addition to being highly volatile, our Class
A Common Stock could be subject to wide fluctuations in response to a number of factors that are beyond our control, including, but not
limited to:
● |
variations in our revenues and operating expenses; |
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actual or anticipated changes in the estimates of our operating results or changes in stock market analyst recommendations regarding our Class A Common Stock, other comparable companies or our industry generally; |
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market conditions in our industry, the industries of our customers and the economy as a whole; |
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actual or expected changes in our growth rates or our competitors’ growth rates; |
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developments in the financial markets and worldwide or regional economies; |
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announcements of innovations or new products or services by us or our competitors; |
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announcements by the government relating to regulations that govern our industry; |
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sales of our Class A Common Stock or other securities in the open market; |
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changes in the market valuations of other comparable companies; and |
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other events or factors, many of which are beyond our control, including those resulting from such events, or the prospect of such events, including war, terrorism and other international conflicts, public health issues including health epidemics or pandemics, such as the COVID-19 pandemic, and natural disasters such as fire, hurricanes, earthquakes, tornados or other adverse weather and climate conditions, whether occurring in the United States or elsewhere, could disrupt our operations, disrupt the operations of our suppliers or result in political or economic instability. |
In addition, if the market for tech stocks or
the stock market in general experiences loss of investor confidence, the trading price of our Class A Common Stock could decline for reasons
unrelated to our business, financial condition or operating results. The trading price of our shares might also decline in reaction to
events that affect other companies in our industry, even if these events do not directly affect us. Each of these factors, among others,
could harm the value of our Class A Common Stock. In the past, following periods of volatility in the market, securities class-action
litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and
diversion of management’s attention and resources, which could materially and adversely affect our business, operating results and
financial condition.
We may fail to comply with certain continued
listing requirements on Nasdaq, which could result in our Class A Common Stock being delisted from Nasdaq.
The Company has previously received notifications
from Nasdaq that it was not in compliance with Nasdaq's continued listing rules, specifically with respect to the minimum stockholders'
equity and closing bid price minimum requirements on Nasdaq. While we have subsequently remedied these deficiencies, there is no guarantee
that we will continue to be in compliance with all Nasdaq listing rules. In the event that our Class A Common Stock is delisted from Nasdaq,
as a result of our failure to comply with either the stockholders' equity requirement, or due to our failure to continue to comply with
any other requirement for continued listing on Nasdaq, and our Class A Common Stock is not eligible for listing on another exchange, trading
in the shares of our Class A Common Stock could be conducted in the over-the-counter market or on an electronic bulletin board established
for unlisted securities such as the Pink Sheets or the OTC Bulletin Board. In such event, it could become more difficult to dispose of,
or obtain accurate price quotations for, our Class A Common Stock, and it would likely be more difficult to obtain coverage by securities
analysts and the news media, which could cause the price of our Class A Common Stock to decline further. Also, it may be difficult for
us to raise additional capital if we are not listed on a national exchange.
There is no public market for the pre-funded
warrants being offered in this offering or the private warrants being sold in a private offering concurrently with this offering.
There is no established public trading market
for the pre-funded warrants being offered in this offering or the private warrants being offered in a private placement concurrently with
this offering, and we do not expect a market to develop. In addition, we do not intend to apply to list the pre-funded warrants or private
warrants on any national securities exchange or other nationally recognized trading system, including The Nasdaq Capital Market. Without
an active trading market, the liquidity of the pre-funded warrants and private warrants will be limited.
The pre-funded warrants purchased in this
offering and the private warrants being sold in a private offering concurrently with this offering do not entitle the holder to any rights
as Class A Common Stockholders until the holder exercises the pre-funded warrant or private warrants for shares of our Class A Common
Stock.
Until you acquire shares of our Class A Common
Stock upon exercise of your pre-funded warrants purchased in this offering or the private warrants being offered in a private placement
concurrently with this offering, such pre-funded warrants or private warrants will not provide you any rights as a Class A Common Stockholder,
except as set forth therein. Upon exercise of your pre-funded warrants purchased in this offering or the private warrants being offered
in a private placement concurrently with this offering, you will be entitled to exercise the rights of a Class A Common Stockholder only
as to matters for which the record date occurs on or after the exercise date.
We will have broad discretion as to the
use of the proceeds from this offering, and we may not use the proceeds effectively.
We intend to use the net proceeds from this offering
for working capital and general corporate purposes. We have considerable discretion in the application of the net proceeds of this offering.
You will not have the opportunity, as part of your investment decision, to assess whether such proceeds are being used in a manner agreeable
to you. You must rely on our judgment regarding the application of the net proceeds of this offering, which may be used for corporate
purposes that do not improve our profitability or increase the price of our shares of Class A Common Stock. Such proceeds may also be
placed in investments that do not produce income or that lose value. The failure to use such funds by us effectively could have a material
adverse effect on our business, financial condition, operating results and cash flow.
You will experience immediate and substantial
dilution in the net tangible book value per share of our Class A Common Stock sold in this offering and may experience additional dilution
of your investment in the future.
Since the
price per share of our Class A Common Stock being and pre-funded warrants offered is substantially higher than the net tangible book
value per share of our Class A Common Stock, you will suffer immediate and substantial dilution in the net tangible book value of the
Class A Common Stock you purchase in this offering or the Class A Common Stock underlying the pre-funded warrants you purchase in
this offering. Based on an offering price of $2.30 per share and $2.299 per pre-funded
warrant, if you purchase shares of Class A Common Stock or pre-funded warrants in this offering, you will suffer immediate and
substantial dilution of $2.0125 per share with respect to the net tangible book value of
our Class A Common Stock as of March 31, 2023 on a pro forma, as adjusted basis. Furthermore, if outstanding warrants are exercised, as
applicable, you could experience further dilution. See the section titled “Dilution” below for a more detailed discussion
of the dilution you will incur if you purchase securities in this offering. Further, because we may need to raise additional capital to
fund our anticipated level of operations, we may in the future sell substantial amounts of common stock or securities convertible into
or exchangeable for common stock. These future issuances of equity or equity-linked securities, together with the exercise or conversion
of outstanding options, warrants, notes and/or any additional shares issued in connection with acquisitions, if any, will likely result
in further dilution to investors.
You may experience future dilution as a
result of future equity offerings and other issuances of our common stock or other securities. In addition, this offering and future equity
offerings and other issuances of our common stock or other securities may adversely affect our common stock price.
In order to raise additional capital, we may in
the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices
that may not be the same as the price per share in this offering. We may not be able to sell shares or other securities in any other offering
at a price per share that is equal to or greater than the price per share paid by the investor in this offering, and investors purchasing
shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional
shares of our common stock or securities convertible into common stock in future transactions may be higher or lower than the price per
share in this offering. You will incur dilution upon exercise of any outstanding stock options, warrants or upon the issuance of shares
of common stock under our stock incentive programs. In addition, the sale of shares in this offering and any future sales of a substantial
number of shares of our common stock in the public market, or the perception that such sales may occur, could adversely affect the price
of our common stock. We cannot predict the effect, if any, that market sales of those shares of common stock or the availability of those
shares for sale will have on the market price of our common stock.
Future sales, or
the perception of future sales, by us or our stockholders in the public market could cause the market price of our Class A Common Stock
to decline, and any issuance of additional Class A Common Stock, or securities convertible into Class A Common Stock, could dilute Class
A Common Stockholders. We may issue additional Class A Common Stock, or securities convertible into Class A Common Stock, pursuant to
our shelf registration statement (including our at-the-market facility), upon exercise of outstanding warrants, for additional financing
purposes, in connection with strategic transactions such as acquisitions or collaboration agreements, or otherwise, any of which could
result in dilution to existing stockholders.
The sale of shares of
our Class A Common Stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of
shares of our Class A Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for
us to sell equity securities in the future at a time and at a price that we deem appropriate.
Shares of our Class A
Common Stock held by certain other of our stockholders are eligible for resale, subject to volume, manner of sale and other limitations
under Rule 144 under the Securities Act (“Rule 144”). By exercising their registration rights and selling a large number of
shares, these stockholders could cause the prevailing market price of our Class A Common Stock to decline.
As restrictions on resale
end or if these stockholders exercise their registration rights, the market price of shares of our Class A Common Stock could drop significantly
if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more
difficult for us to raise additional funds through future offerings of shares of our Class A Common Stock or other securities.
In addition, the shares
of our Class A Common Stock reserved for future issuance under our equity incentive plans will become eligible for sale in the public
market once those shares are issued, subject to provisions relating to various vesting agreements, lock-up agreements and, in some cases,
limitations on volume and manner of sale applicable to affiliates under Rule 144, as applicable. We have filed registration statements
on Form S-8 under the Securities Act to register shares of our Class A Common Stock issuable pursuant to our equity incentive plan and
our employee stock purchase plan, and may in the future file one or more additional registration statements on Form S-8 for the same or
similar purposes. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered
under such registration statements will be available for sale in the open market.
Substantial future sales of shares of our
Class A Common Stock could cause the market price of our Class A Common Stock to decline.
We expect that significant additional capital
will be needed in the near future to continue our planned operations. Sales of a substantial number of shares of our Class A Common Stock
in the public market, or the perception that these sales might occur, could depress the market price of our Class A Common Stock and could
impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales
may have on the prevailing market price of our shares.
We have financed our operations, and we expect
to continue to finance our operations, acquisitions, if any, and the development of strategic relationships by issuing equity, warrants
and/or convertible securities, which could significantly reduce the percentage ownership of our existing stockholders. Further, any additional
financing that we secure may require the granting of rights, preferences or privileges senior to, or pari passu with, those of our Class
A Common Stock. Additionally, we may finance strategic alliances and/or acquisitions by issuing our equity or equity-linked securities,
which may result in additional dilution. Any issuances by us of equity securities may be at or below the prevailing market price of our
Class A Common Stock and in any event may have a dilutive impact on your ownership interest, which could cause the market price of our
Class A Common Stock to decline. We may also raise additional funds through the incurrence of debt or the issuance or sale of other securities
or instruments senior to our shares of Class A Common Stock. The holders of any securities or instruments we may issue may have rights
superior to the rights of our holders of our Class A Common Stock. If we experience dilution from issuance of additional securities and
we grant superior rights to new securities over Class A Common Stockholders, it may negatively impact the trading price of our shares
of Class A Common Stock.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, and the information
incorporated by reference in this prospectus supplement, contain “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities and Exchange Act of
1934, as amended (the “Exchange Act”), that involve risks and uncertainties, as well as assumptions that, if they never materialize
or prove incorrect, could cause our results to differ materially and adversely from those expressed or implied by such forward-looking
statements. Forward-looking statements may include, but are not limited to, statements relating to our outlook or expectations for earnings,
revenues, expenses, asset quality or other future financial or business performance, strategies, expectations or business prospects, or
the impact of legal, regulatory or supervisory matters on our business, results of operations, or financial condition. Specifically, forward-looking
statements may include statements relating to our future business prospects, revenue, income, and financial condition.
Forward-looking statements can be identified by
the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“expect,” “anticipate,” “believe,” “seek,” “target,” or similar expressions.
Forward-looking statements reflect our judgment based on currently available information and involve a number of risks and uncertainties
that could cause actual results to differ materially from those described in the forward-looking statements.
Important factors could cause actual results to
differ materially from our expectations include, but are not limited to:
|
· |
adverse economic conditions; |
|
· |
general decreases in demand for our products and services; |
|
· |
changes in timing of introducing new products into the market; |
|
· |
intense competition (including entry of new competitors), including among competitors with substantially greater resources than us; |
|
· |
revenues and net income lower than anticipated; |
|
· |
becoming delisted from Nasdaq; |
|
· |
the possible fluctuation and volatility of operating results and financial conditions; |
|
· |
the impact of legal, regulatory, or supervisory matters on our business, results of operations, or financial condition; |
|
· |
inability to carry out our marketing and sales plans; and |
|
· |
the loss of key employees and executives. |
Forward-looking statements are based on assumptions
that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments
and other factors we believe are appropriate under the circumstances. You are cautioned that these statements are not guarantees of performance
or results. They involve risks, uncertainties (many of which are beyond our control) and assumptions. Although we believe that these forward-looking
statements are based on reasonable assumptions, you should be aware that many factors could affect our actual operating and financial
performance and cause our performance to differ materially from the performance anticipated in the forward-looking statements. We discuss
in greater detail many of these risks in this prospectus supplement, in any free writing prospectuses we may authorize for use in connection
with a specific offering, in our most recent annual report on Form 10-K, as well as any amendments thereto, and in our subsequent filings
with the SEC, which are incorporated by reference into this prospectus supplement in their entirety.
Unless required by law, we undertake no obligation
to update or revise any forward-looking statements to reflect new information or future events or developments. Thus, you should not assume
that actual events are bearing out as expressed or implied in such forward-looking statements. You should read this prospectus supplement,
the accompanying prospectus, together with the documents we have filed with the SEC that are incorporated by reference and any free writing
prospectus that we may authorize for use in connection with this offering completely and with the understanding that our actual future
results may be materially different from what we expect. We qualify all of the forward-looking statements in the foregoing documents by
these cautionary statements.
USE OF PROCEEDS
We estimate that the net combined proceeds from
this offering will be approximately $2.62 million, after deducting the Placement Agent fees, the estimated offering expenses payable
by us, and assuming the exercise of pre-funded warrants to purchase 543,300 shares of our Class A Common Stock at $0.001 per share. This
estimate excludes the proceeds, if any, from the exercise of the private placement warrants
sold in the concurrent private placement. If all of the private placement warrants
sold in the concurrent private placement were exercised for cash, we would receive additional net proceeds of approximately $2.94 million,
not accounting for offering and issuance costs. We cannot predict when or if these pre-funded warrants or private placement warrants
will be exercised. It is possible that these pre-funded warrants and private placement warrants
may never be exercised.
As of the date of this prospectus supplement,
we cannot predict with certainty all the uses for the net proceeds to be received upon the completion of this offering. We intend to use
a portion of the net proceeds of this offering for working capital, capital expenditures, business and product development, potential
acquisitions, retirement of debt and other general corporate purposes. The timing and amount of our actual expenditures will be based
on many factors; therefore, unless otherwise indicated in the prospectus supplement, our management will have broad discretion to allocate
the net proceeds of our offerings. The specific allocations of the proceeds we receive from our sale of our securities will be described
in the applicable prospectus supplement.
CAPITALIZATION
The following table sets
forth our consolidated cash and cash equivalents and capitalization as of March 31, 2023 on (i) an actual basis; (ii)a pro forma basis
to reflect the previous sale by the Company in an offering under this Registration Statement on Form S-3 that closed on April 18, 2023
of (a) 563,380 shares of Class A Common Stock at the public offering price of $3.30 per share; (b) pre-funded warrants to purchase 1,009,950
shares of our Class A Common Stock at $3.299 per share; and (c) the exercise of pre-funded warrants to purchase 1,009,950 shares of our
Class A Common Stock at $0.001 per share and (iii) and pro forma, as adjusted basis to reflect (x)
the previous sale by the Company in an offering under this Registration Statement on Form S-3 that closed on April 18, 2023 of (a) 563,380
shares of Class A Common Stock at the public offering price of $3.30 per share; (b) pre-funded warrants to purchase 1,009,950 shares of
our Class A Common Stock at $3.299 per share; and (c) the exercise of pre-funded warrants to purchase 1,009,950 shares of our Class A
Common Stock at $0.001 per share; and (y) to reflect for the sale in this offering of (a) 736,400 shares of Class A Common Stock by us
at the public offering price of $2.30 per share; (b) pre-funded warrants to purchase 543,300 shares of our Class A Common Stock at $2.299
per share; and (c) assuming the exercise of pre-funded warrants to purchase 543,300 shares of our Class A Common Stock at $0.001 per share.
|
|
March 31,
2023 (Actual)
(Unaudited) |
|
|
March 31,
2023
(Pro Forma) |
|
|
March 31, 2023 (Pro Forma as
adjusted) |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
Cash (1) |
|
$ |
773,114 |
|
|
$ |
5,504,164 |
|
|
$ |
8,123,980 |
|
Total Current Liabilities |
|
|
5,892,524 |
|
|
|
5,892,524 |
|
|
|
5,892,524 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities |
|
|
262,909 |
|
|
|
262,909 |
|
|
|
262,909 |
|
Non-convertible notes plus accrued interest of $9,904 |
|
|
907,616 |
|
|
|
907,616 |
|
|
|
907,616 |
|
Long-term operating lease liabilities |
|
|
56,739 |
|
|
|
56,739 |
|
|
|
56,739 |
|
Total Liabilities |
|
|
7,119,788 |
|
|
|
7,119,788 |
|
|
|
7,119,788 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Common Stock outstanding (5,121,607 actual, 6,694,937 pro forma, 7,974,637 pro forma as adjusted) (2) (3) |
|
|
51,216 |
|
|
|
66,949 |
|
|
|
79,746 |
|
Additional paid-in capital |
|
|
39,479,741 |
|
|
|
44,195,057 |
|
|
|
46,802,077 |
|
Accumulated other comprehensive income |
|
|
195,810 |
|
|
|
195,810 |
|
|
|
195,810 |
|
Accumulated deficit |
|
|
(41,847,176 |
) |
|
|
(41,847,176 |
) |
|
|
(41,847,176 |
) |
Total T Stamp Inc. Stockholders’ Equity |
|
|
(2,120,409 |
) |
|
|
2,610,641 |
|
|
|
5,230,457 |
|
Noncontrolling interest |
|
|
161,439 |
|
|
|
161,439 |
|
|
|
161,439 |
|
Total Stockholders’ Equity |
|
|
(1,958,970 |
) |
|
|
2,772,080 |
|
|
|
5,391,896 |
|
Total Capitalization (Non-convertible notes plus accrued interest of $9,904 and Total Stockholders’ Equity) |
|
$ |
(1,051,354 |
) |
|
$ |
3,679,696 |
|
|
$ |
6,299,512 |
|
(1) |
Includes an estimated $460,939 and $323,494 in offering costs to be incurred in relation to the previous offering that closed April 18, 2023 (reflected in the pro forma column) and this offering (reflected in the pro forma, as adjusted column) respectively, none of which had been incurred as of March 31, 2023. Additionally, the pro-forma, as adjusted column assumes the exercise of the Pre-Funded Warrants in this offering for 543,300 shares at $0.001 per share. |
(2) |
The number of shares of our Class A Common Stock shown as issued and outstanding as of March 31, 2023. |
(3) |
The number of shares of our Class A Common Stock shown as issued and outstanding as of March 31, 2023 on a pro forma and pro forma as adjusted basis in the table above excludes: |
|
● |
387,770 shares of Class A Common Stock issuable upon the exercise of stock options with exercise prices between $2.93 - $8.00 and all are vested as of March 31, 2023. |
|
|
|
|
● |
70,641 shares of Class A Common Stock outstanding pursuant to stock grants of which 62,965 were vested but not issued and 7,676 were not yet vested. As of March 31, 2023, 62,965 stock grants are issuable at any time at the option of the holder but have not yet been issued. |
|
|
|
|
● |
276,590 shares of Class A Common Stock issuable pursuant to restricted share units (“RSUs”), 241,945 of which were vested and issuable; 34,645 were not yet vested. All granted and outstanding RSUs will fully vest by January 2, 2024. |
|
|
|
|
● |
80,128 shares of Class A Common Stock issuable upon the exercise of certain warrants at an exercise price of $3.12 per share. |
|
|
|
|
● |
186,442 shares of Class A Common Stock issuable upon the exercise of certain warrants at an exercise price of $8.00 per share. |
|
|
|
|
● |
6,418 shares of Class A Common Stock issuable upon the exercise of warrants at an exercise price of $0.96 per share as of March 31, 2023. |
|
|
|
|
● |
390,000 shares of Class A Common Stock issuable upon the exercise of warrants at an exercise price of $8.85 per share as of March 31, 2023. |
|
|
|
|
● |
524,599 shares of Class A Common Stock issuable upon the exercise of warrants at an exercise price of $8.00 per share as of March 31, 2023. |
|
|
|
|
● |
Up to 486,381 Class A Common Stock shares are issuable for a purchase price of up to $1,000,000 total. These are contingently issuable upon a future raise. |
|
|
|
|
● |
1,573,330 shares of Class A Common Stock issuable upon the exercise of warrants issued subsequently to March 31, 2023 at an exercise price of $3.30 per share. |
|
|
|
|
● |
up to an aggregate of 1,279,700 shares of Class A Common Stock issuable upon exercise of the warrants issued in the private placement concurrent with this offering. |
DILUTION
If you invest in this
offering, your ownership interest will be diluted to the extent of the difference between the public offering price per share and/or pre-funded
warrant and the as adjusted net tangible book value per share after giving effect to this offering. We calculate net tangible book value
per share by dividing the net tangible book value, which is tangible assets less total liabilities, by the number of outstanding shares
of our Class A Common Stock. Dilution represents the difference between the amount per share paid by purchasers of shares in this offering
(including shares of Class A Common Stock issuable upon exercise of the pre-funded warrants) and the pro forma as adjusted net tangible
book value per share of our Class A Common Stock immediately after giving effect to this offering. Our pro forma net tangible book value
as of March 31, 2023, was approximately $(5,058,131) or $(0.9876) per share of Class A Common Stock.
The following table illustrates dilution as
of March 31, 2023 on a pro forma, as adjusted basis after giving effect to both (i) the previous sale by the Company in an offering under
this Registration Statement on Form S-3 that closed on April 18, 2023 of (a) 563,380 shares of Class A Common Stock at the public offering
price of $3.30 per share; (b) pre-funded warrants to purchase 1,009,950 shares of our Class A Common Stock at $3.299 per share; and (c)
the exercise of pre-funded warrants to purchase 1,009,950 shares of our Class A Common Stock at $0.001 per share; and (ii) the sale in
this offering of (a) 736,400 shares of Class A Common Stock by us at the public offering price of $2.30 per share; (b) pre-funded warrants
to purchase 543,300 shares of our Class A Common Stock at $2.299 per share; and (c) assuming the exercise of pre-funded warrants to purchase
543,300 shares of our Class A Common Stock at $0.001 per share, less the Placement Agent fees and estimated offering expenses payable
by us.
Public offering price per share and private warrant | |
$ | 2.30 | |
Net tangible book value per share as of March 31, 2023 | |
$ | (0.9876 | ) |
Pro forma, as adjusted increase in net tangible book value per share attributable to new investors after giving effect to the April 18, 2023 offering and this offering | |
$ | 1.2751 | |
Net tangible book value per share as of March 31, 2023 after giving effect to the April 18, 2023 offering and this offering | |
$ | 0.2875 | |
Dilution per share to new investors ($) after giving effect to the April 18, 2023 offering and this offering | |
$ | 2.0125 | |
|
(1) |
Represents shares issued and outstanding as of March 31, 2023 and excludes the following: |
|
● |
387,770 shares of Class A Common Stock issuable upon the exercise of stock options with exercise prices between $2.93 - $8.00 and all are vested as of March 31, 2023. |
|
|
|
|
● |
70,641 shares of Class A Common Stock outstanding pursuant to stock grants of which 62,965 were vested but not issued and 7,676 were not yet vested. As of March 31, 2023, 62,965 stock grants are issuable at any time at the option of the holder but have not yet been issued. |
|
|
|
|
● |
276,590 shares of Class A Common Stock issuable pursuant to restricted share units (“RSUs”), 241,945 of which were vested and issuable; 34,645 were not yet vested. All granted and outstanding RSUs will fully vest by January 2, 2024. |
|
|
|
|
● |
80,128 shares of Class A Common Stock issuable upon the exercise of certain warrants at an exercise price of $3.12 per share. |
|
|
|
|
● |
186,442 shares of Class A Common Stock issuable upon the exercise of certain warrants at an exercise price of $8.00 per share. |
|
|
|
|
● |
6,418 shares of Class A Common Stock issuable upon the exercise of warrants at an exercise price of $0.96 per share as of March 31, 2023. |
|
|
|
|
● |
390,000 shares of Class A Common Stock issuable upon the exercise of warrants at an exercise price of $8.85 per share as of March 31, 2023. |
|
|
|
|
● |
524,599 shares of Class A Common Stock issuable upon the exercise of warrants at an exercise price of $8.00 per share as of March 31, 2023. |
|
|
|
|
● |
Up to 486,381 Class A Common Stock shares are issuable for a purchase price of up to $1,000,000 total. These are contingently issuable upon a future raise. |
|
|
|
|
● |
1,573,330 shares of Class A Common Stock issuable upon the exercise of warrants issued subsequently to March 31, 2023 at an exercise price of $3.30 per share. |
|
|
|
|
● |
up to an aggregate of 1,279,700 shares of Class A Common Stock issuable upon exercise of the warrants issued in the private placement concurrent with this offering. |
DESCRIPTION OF SECURITIES THAT WE ARE OFFERING
We are offering 736,400 shares of our Class A
Common Stock, par value $0.01 per share, and pre-funded warrants to purchase 543,300 shares of our Class A Common Stock (and the shares
of Class A Common Stock underlying such pre-funded warrants) directly to a certain institutional investor pursuant to this prospectus
supplement and the accompanying prospectus. The offering price of the shares and pre-funded warrants is $2.30 and $2.299, respectively.
Description of our Common Stock
The material terms and provisions of our
Class A Common Stock are described under the caption “Description of Capital Stock” beginning on page 5 of the
accompanying prospectus.
Description of Pre-Funded Warrants
The following summary of certain terms and provisions
of the pre-funded warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by the provisions
of, the pre-funded warrant. You should carefully review the terms and provisions of the form of pre-funded warrant for a complete description
of the terms and conditions of the pre-funded warrants.
The term “pre-funded” refers to the
fact that the purchase price of our Class A Common Stock in this offering includes almost the entire exercise price that will be paid
under the pre-funded warrants, except for a nominal remaining exercise price of $0.001. The purpose of the pre-funded warrants is to enable
the investors that may have restrictions on its ability to beneficially own more than 4.99% (or, upon election of the holder, 9.99%) of
our outstanding Class A Common Stock following the consummation of this offering the opportunity to invest capital into our company without
triggering their ownership restrictions, by receiving pre-funded warrants in lieu of our Class A Common Stock which would result in such
ownership of more than 4.99% (or 9.99%), and receive the ability to exercise their option to purchase the shares underlying the pre-funded
warrants at such nominal price at a later date.
Duration and Exercise Price. The pre-funded
warrants offered hereby will entitle the holder thereof to purchase up to an aggregate of 543,300 shares of our Class A Common Stock
at an initial exercise price of $0.001 per share, commencing on the date of issuance, and may be exercised at any time until the pre-funded
warrants are exercised in full. In lieu of making the cash payment otherwise contemplated to be
made to us upon the exercise of a pre-funded warrant in payment of the aggregate exercise price, the holder may, in its sole discretion,
elect to exercise the pre-funded warrant through a cashless exercise, in which case the holder would receive upon such exercise the net
number of shares of our Class A Common Stock determined according to the formula set forth
in the pre-funded warrant. If we do not issue the shares in a timely fashion, the pre-funded warrant contains certain damages provisions.
No fractional common shares will be issued in connection with the exercise of a pre-funded warrant. The pre-funded warrants will
be issued separately from the Class A Common Stock and may be transferred separately immediately thereafter. The exercise price
and number of shares of Class A Common Stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends,
stock splits, reorganizations or similar events affecting our common stock and the exercise price.
Exercise Limitation. The holder will not
have the right to exercise any portion of the pre-funded warrant if the holder (together with its affiliates) would beneficially own in
excess of 4.99% (or, upon election of the holder, 9.99%) of the number of shares of our Class A Common Stock outstanding immediately after
giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the pre-funded warrants. However,
the holder may increase or decrease such percentage, provided that any increase will not be effective until the 61st day after such election.
Transferability. Subject to applicable
laws, the pre-funded warrants may be offered for sale, sold, transferred or assigned without our consent.
Exchange Listing. There is no established
trading market for the pre-funded warrants and we do not expect a market to develop. In addition, we do not intend to apply for the listing
of the pre-funded warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity
of the pre-funded warrants will be limited.
Fundamental Transactions. If a fundamental
transaction occurs, then the successor entity will succeed to, and be substituted for us, and may exercise every right and power that
we may exercise and will assume all of our obligations under the pre-funded warrants with the same effect as if such successor entity
had been named in the pre-funded warrant itself. If holders of our Class A Common Stock are given a choice as to the securities, cash
or property to be received in a fundamental transaction, then the holder shall be given the same choice as to the consideration it receives
upon any exercise of the pre-funded warrant following such fundamental transaction.
Rights as a Stockholder. Except as otherwise
provided in the pre-funded warrants or by virtue of such holder’s ownership of shares of our Class A Common Stock, the holder of
a pre-funded warrants does not have the rights or privileges of a holder of our Class A Common Stock, including any voting rights, until
the holder exercises the pre-funded warrant.
PRIVATE PLACEMENT TRANSACTION
Concurrently with the sale of shares of Class
A Common Stock and pre-funded warrants in this offering, we will issue and sell to the investors in this offering the private placement
warrants to purchase up to an aggregate of 1,279,700 shares of Class A Common Stock at an exercise price equal to $2.30 per share.
The private placement warrants and the shares
of Class A Common Stock issuable upon the exercise of such warrants have not been registered under the Securities Act are not being offered
pursuant to this prospectus supplement and the accompanying prospectus and are being offered pursuant to an exemption provided in Section
4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder. Accordingly, purchasers may only sell the private placement warrants
and the shares of Class A Common Stock issued upon exercise of the private placement warrants pursuant to an effective registration statement
under the Securities Act covering the resale of those shares, an exemption under Rule 144 under the Securities Act or another applicable
exemption under the Securities Act.
The following sets forth the material terms of
the private placement warrants.
Exercisability. The private placement
warrants will be immediately exercisable and will expire five years from the issuance date. The private placement warrants will be exercisable,
at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and, at any time a registration
statement registering the issuance of the shares of Class A Common Stock underlying the private placement warrants under the Securities
Act is effective and available for the issuance of such shares, or an exemption from registration under the Securities Act is available
for the issuance of such shares, by payment in full in immediately available funds for the number of shares of Class A Common Stock purchased
upon such exercise. If a registration statement registering the issuance of the shares of Class A Common Stock underlying the private
placement warrants under the Securities Act is not effective or available, the holder may, in its sole discretion, beginning six months
from the issuance date, elect to exercise the private placement warrants through a cashless exercise, in which case the holder would receive
upon such exercise the net number of shares of Class A Common Stock determined according to the formula set forth in the warrant.
Exercise Limitation. A holder will
not have the right to exercise any portion of the private placement warrants if the holder (together with its affiliates) would beneficially
own in excess of 4.99% (or, upon election of the holder, 9.99%) of the number of shares of our Class A Common Stock outstanding immediately
after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the private placement
warrants. However, any holder may increase or decrease such percentage, provided that any increase will not be effective until the 61st
day after such election.
Exercise Price Adjustment. The exercise
price of the private placement warrants is subject to appropriate adjustment in the event of certain stock dividends and distributions,
stock splits, stock combinations, reclassifications or similar events affecting our Class A Common Stock and also upon any distributions
of assets, including cash, stock or other property to our stockholders.
Exchange Listing. There is no established
trading market for the private placement warrants and we do not expect a market to develop. In addition, we do not intend to apply for
the listing of the private placement warrants on any national securities exchange or other trading market.
Fundamental Transactions. If a fundamental
transaction occurs, then the successor entity will succeed to, and be substituted for us, and may exercise every right and power that
we may exercise and will assume all of our obligations under the private placement warrants with the same effect as if such successor
entity had been named in the warrant itself. If holders of our Class A Common Stock are given a choice as to the securities, cash or property
to be received in a fundamental transaction, then the holder shall be given the same choice as to the consideration it receives upon any
exercise of the private placement warrants following such fundamental transaction. Additionally, as more fully described in the private
placement warrants, in the event of certain fundamental transactions, the holders of those warrants will be entitled to receive consideration
in an amount equal to the Black Scholes value of the remaining unexercised portion of the warrants on the date of consummation of such
transaction.
Rights as a Stockholder. Except
as otherwise provided in the private placement warrants or by virtue of such holder’s ownership of shares of our Class A Common
Stock, the holder of private placement warrants will not have the rights or privileges of a holder of our Class A Common Stock, including
any voting rights, until the holder exercises the warrant.
Resale/Registration
Rights. We are required within 45 days of the execution of the SPA file a registration statement on Form S-1 (or other appropriate
form if the Company is not then S-1 eligible) providing for the resale of the shares of Class A Common Stock issued and issuable upon
the exercise of the private placement warrants. We are required to use commercially reasonable efforts to cause such registration to become
effective within 181 days of the closing of this offering and to keep such registration statement effective at all times until no investor
owns any warrants or shares issuable upon exercise thereof.
Pursuant to the terms
of the SPA, from the date hereof until 75 days after the after the closing of the transactions contemplated in the SPA, subject to certain
exceptions, we may not issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Class
A Common Stock or common stock equivalents, or file any registration statement or any amendment or supplement thereto, other than a prospectus
supplement for the Shelf Registration Statement. In addition, from the date the SPA was entered into until the date that is six (6) months
after closing of the transactions contemplated under the SPA, we are prohibited from effecting or entering into an agreement to effect
any issuance of Class A Common Stock or common stock equivalents involving a variable rate transaction (as defined in the SPA).
PLAN OF DISTRIBUTION
Maxim Group LLC (“Maxim”, or the “Placement
Agent”) has agreed to act as our exclusive Placement Agent in connection with this offering subject to the terms and conditions
of the Placement Agency Agreement dated June 1,, 2023. The Placement Agent is not purchasing or selling any of the securities offered
by this prospectus supplement, nor is it required to arrange the purchase or sale of any specific number or dollar amount of securities,
but has agreed to use its reasonable best efforts to arrange for the sale of all of the securities offered hereby. In connection with
the offering of the securities described in this prospectus supplement, we have entered into a securities purchase agreement dated June
1, 2023 (the “SPA”) directly with a certain investor in connection with this offering for the sale of all of the securities
offered hereby (and the issuance of the private placement warrants, which are not being offered herein, but are being issued in a separate
concurrent offering, exempt from registration under the Securities Act).
We expect to deliver the shares of Class A Common
Stock and pre-funded warrants being offered pursuant to this prospectus supplement on or about June 5, 2023.
Fees and Expenses
We have engaged Maxim as our
exclusive Placement Agent in connection with this offering. This offering is being conducted on a “best efforts” basis
and the Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific
number or dollar amount of securities. We have agreed to pay the Placement Agent fees set forth in the table below. Maxim Group LLC is
also acting as the Placement Agent for the private placement transaction and is being paid a fee related to the placement of the private
placement warrants.
| |
Per Share of Class A Common Stock or Pre-Funded Warrant | | |
Total | |
Offering price (1) | |
$ | 2.300 | | |
$ | 2,942,767 | |
Placement Agent’s fees (2) | |
$ | 0.161 | | |
$ | 205,994 | |
Proceeds, before expenses, to us | |
$ | 2.139 | | |
$ | 2,736,773 | |
(1) The
offering price of the pre-funded warrants is $2.299 per pre-funded warrant, or $0.001 less than the per share offering price of the
shares of Class A Common Stock.
(2) We have agreed to reimburse the Placement
Agent for certain offering-related expenses up to an aggregate of $50,000, which are not included herein.
The Placement Agent may be deemed to be an underwriter
within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit realized on the resale
of the shares sold by it while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act.
As an underwriter, the Placement Agent would be required to comply with the requirements of the Securities Act and the Exchange Act, including,
without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations
may limit the timing of purchases and sales of shares by the Placement Agent acting as principal. Under these rules and regulations, the
Placement Agent:
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● |
may not engage in any stabilization activity in connection with our securities; and |
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may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution. |
This prospectus supplement and the accompanying
prospectus may be made available in electronic format on websites or through other online services maintained by the Placement Agent or
by an affiliate. Other than this prospectus supplement and the accompanying prospectus, the information on the Placement Agent’s
website and any information contained in any other website maintained by the Placement Agent is not part of this prospectus supplement
and the accompanying prospectus or the registration statement of which this prospectus supplement and the accompanying prospectus form
a part, has not been approved and/or endorsed by us or the Placement Agent, and should not be relied upon by investors.
The foregoing does not purport to be a complete
statement of the terms and conditions of the Placement Agency Agreement and the SPA. A copy of the SPA with the purchasers will be included
as an exhibit to our Current Report on Form 8-K to be filed with the SEC and incorporated by reference into the registration statement
of which this prospectus supplement and the accompanying prospectus form a part. See “Information Incorporated by Reference”
and “Where You Can Find More Information.”
Tail Fee
We agreed pursuant to the Placement Agency Agreement
that if we complete any financing of equity, equity-linked, or debt (other than the exercise by any person or entity of any options, warrants
or other convertible securities) for which the Placement Agent is not acting as underwriter or Placement Agent within twelve months after
the closing of the offering with any of the investors who were introduced to the Company by the Placement Agent, or contacted by the Placement
Agent on the Company’s behalf in connection with the offering (the “PA Investors”), then we will pay to the Placement
Agent upon the closing of such financing as a financing participation right 7% of the gross proceeds of the offering with respect to the
funds received by the Company from the PA Investors.
Indemnification
We have agreed to indemnify Maxim Group LLC against
specified liabilities, including liabilities under the Securities Act, and to contribute to payments Maxim Group LLC may be required to
make in respect thereof.
Lock-Up Agreements
In addition,
pursuant to certain “lock-up” agreements (each, a “Lock-Up Agreement”) that were required to be entered into
as a condition to the closing of the SPA, our officers and directors have agreed, for a period of 60 days from June 1, 2023, not to
engage in any of the following, whether directly or indirectly, without the consent of the purchaser under the SPA: offer to sell,
sell, contract to sell pledge, grant, lend, or otherwise transfer or dispose of our common stock or any securities convertible into
or exercisable or exchangeable for common stock of the Company (the “Lock-Up Securities”); enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities;
make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with
respect to the registration of any Lock-Up Securities; enter into any transaction, swap, hedge, or other arrangement relating to any
Lock-Up Securities subject to customary exceptions; or publicly disclose the intention to do any of the foregoing.
Certain Relationships
The Placement Agent and its affiliates may provide
from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us in the ordinary
course of their business, for which they may receive customary fees and commissions. In addition, from time to time, the Placement Agent
and its affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their
customers, long or short positions in our debt or equity securities or loans, and may do so in the future. However, except as disclosed
in this prospectus supplement, we have no present arrangements with the Placement Agent for any further services.
Transfer Agent and Registrar
The transfer agent and registrar for our Class
A Common Stock is Colonial Stock Transfer Company, located at 7840 S 700 E, Sandy, UT 84070. Colonial Stock Transfer Company also serves
as our Warrant Agent.
Listing
Our Class A Common Stock is traded on the
Nasdaq Capital Market under the symbol “IDAI”
LEGAL MATTERS
The validity of the securities being offered hereby
will be passed upon for us by CrowdCheck Law, LLP. Ellenoff Grossman & Schole LLP, New York, New York is acting as counsel to the
Placement Agent in this offering.
EXPERTS
The consolidated financial statements of T Stamp
Inc. and its subsidiaries as of December 31, 2022 and for the fiscal year then ended, have been audited by Marcum LLP, an independent
registered public accounting firm, as set forth in their reports thereon, included in T Stamp Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and incorporated herein by reference. The report of Marcum LLP includes an explanatory paragraph
related to the substantial doubt about the Company’s ability to continue as a going concern. Such consolidated financial statements
have been incorporated herein by reference in reliance upon such report given on the authority of such firms as experts in accounting
and auditing.
The consolidated financial statements of T Stamp
Inc. and its subsidiaries as of December 31, 2021 and for the fiscal year then ended, have been audited by Cherry Bekaert LLP, an
independent registered public accounting firm, as set forth in their reports thereon, included in T Stamp Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and incorporated herein by reference. The report of Cherry Bekaert LLP includes
an “Emphasis Of Matter Regarding Liquidity”. Such consolidated financial statements have been incorporated herein by reference
in reliance upon such report given on the authority of such firms as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements
and other information about issuers, such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov.
This prospectus supplement and the accompanying
prospectus are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration
statement. The full registration statement may be obtained from the SEC or us, as provided below. Other documents establishing the terms
of the offered securities are or may be filed as exhibits to the registration statement. Statements in this prospectus supplement and
the accompanying prospectus about these documents are summaries and each statement is qualified in all respects by reference to the document
to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may obtain a
copy of the registration statement through the SEC’s website, as provided above.
We maintain a website at www.truststamp.ai.
None of the information contained on, or that may be accessed through, our website is a prospectus or constitutes part of, or is otherwise
incorporated into, this prospectus supplement or the accompanying prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC’s rules allow us to “incorporate
by reference” information into this prospectus supplement, which means that we can disclose important information to you by referring
you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus
supplement, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement
contained in this prospectus supplement or a previously filed document incorporated by reference will be deemed to be modified or superseded
for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or a subsequently filed
document incorporated by reference modifies or replaces that statement.
This prospectus supplement and the accompanying
prospectus incorporate by reference the documents set forth below that have previously been filed with the SEC:
|
● |
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, (the “2023 Form 10-Q”) filed with the SEC on; |
|
● |
our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”), filed with the SEC on March 30, 2023; |
|
● |
our Current Reports on Form 8-K, filed with the SEC on January 25, 2023, February 8, 2023, March 22, 2023, March 30, 2023, April 7, 2023, April 11, 2023, April 12, 2023, April 18, 2023, April 20, 2023, May 8, 2023, and May 15, 2023. |
All reports and other documents we subsequently
file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, but excluding any information
furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus supplement and deemed to be
part of this prospectus supplement from the date of the filing of such reports and documents.
We will furnish without charge to each person,
including any beneficial owner, to whom a prospectus is delivered, upon written or oral request, a copy of any or all of the documents
incorporated by reference into this prospectus supplement but not delivered with the prospectus supplement, including exhibits that are
specifically incorporated by reference into such documents. You should direct any requests for documents to:
T Stamp Inc.
3017 Bolling Way NE, Floors 1 and 2, Atlanta, Georgia,
30305
Attention: Corporate Secretary
(404) 806-9906
PROSPECTUS
$50,000,000
T Stamp Inc.
Class A Common Stock
Warrants
Units
We may offer and sell, from time to time in one
or more offerings, up to an aggregate amount of $50,000,000 of our Class A Common Stock, warrants, and units, in any combination.
This prospectus provides you with a general description
of the securities offered. Each time we offer and sell securities, we will file a prospectus supplement to this prospectus that contains
specific information about the offering and, if applicable, the amounts, prices and terms of the securities. Such supplements may also
add, update or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus
supplement before you invest in any of our securities.
We may offer and sell the securities described
in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers,
or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities,
their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will
be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About
this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this
prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities.
Our Class A Common Stock is listed on the Nasdaq
Capital Market under the symbol “IDAI.” On March 31, 2023, the last reported sale price of our Class A Common Stock on the
Nasdaq Capital Market was $2.57 per share.
As of March 31, 2023, the aggregate market value
of our outstanding Class A Common Stock held by non-affiliates was approximately $8,930,930 million based on 3,475,070 shares of Class A Common Stock
held by non-affiliates on such date, and based on the last reported sale price of our Class A Common Stock on the Nasdaq Capital Market
on such date of $2.57 per share. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities pursuant to this
prospectus with a value of more than one-third of the aggregate market value of our Class A Common Stock held by non-affiliates in any
12-month period, so long as the aggregate market value of our Class A Common Stock held by non-affiliates is less than $75 million. During
the prior 12 calendar month period ending on, and including, the date of this prospectus, we have not sold any securities pursuant to
General Instruction I.B.6 of Form S-3.
We are an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), and are subject to reduced public
company reporting requirements.
INVESTING IN OUR SECURITIES INVOLVES A HIGH
DEGREE OF RISK. SEE “RISK FACTORS” ON PAGE 3 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS
SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this prospectus is April 12, 2023.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
that we filed with the U.S. Securities and Exchange Commission (the “SEC”) using a “shelf” registration process.
By using a shelf registration statement, we may sell securities described in this prospectus from time to time and in one or more offerings
up to an aggregate dollar amount of $50,000,000. This prospectus provides you with a general description of our securities that we
may offer, which is not meant to be a complete description of each of the securities.
To the extent required by applicable law,
each time we sell securities, we will provide you with this prospectus and, to the extent required, a prospectus supplement that
will contain more information about the specific terms of the offering. We may also authorize one or more free writing prospectuses
to be provided to you that may contain material information relating to these offerings. The prospectus supplement may also add,
update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the
information in this prospectus and the applicable prospectus supplement, you should rely on the prospectus supplement. Before
purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement, together with
the additional information described under the headings “Where You Can Find More Information” and “Incorporation
of Certain Information by Reference.”
We have not authorized anyone to provide you
with any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement
or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and
can provide no assurance as to the reliability of, any other information that others may give you. We will not make an offer to sell
these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this
prospectus and the applicable prospectus supplement to this prospectus is accurate as of the date on its respective cover, and that any
information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise.
Our business, financial condition, results of operations and prospects may have changed since those dates.
Unless the context requires otherwise, references
in this prospectus to the “Company,” “Trust Stamp”, “we,” “us” and “our”
refer to T Stamp Inc., a Delaware corporation, and its consolidated subsidiaries.
PROSPECTUS SUMMARY
This summary highlights selected information
appearing elsewhere in this prospectus or incorporated by reference in this prospectus, and does not contain all of the information that
you need to consider in making your investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement
and any related free writing prospectus, including the risks of investing in our securities discussed under the heading “Risk Factors”
contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents
that are incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference into
this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part.
Company Overview
Trust Stamp develops proprietary artificial
intelligence-powered identity and trust solutions at the intersection of biometrics, privacy, and cybersecurity, that enable
organizations to protect themselves and their users, while empowering individuals to retain ownership of their identity data and
prevent fraudulent activity using their identity. Trust Stamp tackles industry challenges including data protection, regulatory
compliance, and financial accessibility, with cutting edge technology including biometric science, cryptography, and machine
learning. Our core technology irreversibly transforms identity information to create tokenized identifiers that enable accurate
authentication without the need to store or share sensitive data. By retaining the usefulness of biometric-derived data while
minimizing the risk, we allow businesses to adopt biometrics and other anti-fraud initiatives while protecting personal information
from hacks and leaks.
Trust Stamp’s key sub-markets are identity
authentication for the purpose of account opening, access and fraud detection, the creation of tokenized digital identities to facilitate
financial and societal inclusion, and in-community case management software for alternatives to detention and other governmental uses.
As biometric solutions proliferate, so does the
need to protect biometric data. Stored biometric images and templates represent a growing and unquantified financial, security and PR
liability and are the subject of governmental, media and public scrutiny, since biometric data cannot be “changed” once they
are hacked, as they are directly linked to the user’s physical features and/or behaviors. Privacy concerns around biometric technology
have led to close attention from regulators, with multiple jurisdictions placing biometrics in a special or sensitive category of personal
data and demanding much stronger safeguards around collection and safekeeping.
To address this unprecedented danger and increased
cross-industry need to establish trust quickly and securely in virtual environments, Trust Stamp has developed its Irreversibly Transformed
Identity Token, or IT2TM, solutions, which replace biometric templates with a cryptographic hash that can never be rebuilt
into the original data and cannot be used to identify the subject outside the environment for which it is designed.
Trust Stamp’s data transformation and comparison
technology is vendor and modality agnostic, allowing organizations including other biometric services providers to benefit from the increased
protection, efficiency, and utility of our proprietary tokenization process. With online and offline functionality, Trust Stamp technology
is effective in even the most remote locations in the world.
Trust Stamp also offers end-to-end solutions
for multi-factor biometric authentication for account access and recovery, KYC/AML compliance, customer onboarding, and more, which allow
organizations to approve more genuine users, keep bad actors from accessing systems and services, and retain existing users with a superior
user experience.
Corporate Information
Trust Stamp was incorporated under the laws of
the State of Delaware on April 11, 2016 as “T Stamp Inc.” T Stamp Inc. and its subsidiaries (“Trust Stamp”, “we”,
or the “Company”) Our principal executive offices are located at 3017 Bolling Way NE, Floors 1 and 2, Atlanta, GA 30305,
and our telephone number is (404) 806-9906. Our website address is www.truststamp.ai. None of the information contained on,
or that may be accessed through, our website is a prospectus or constitutes part of, or is otherwise incorporated into, this prospectus.
The Offering
Issuer |
T Stamp Inc., a Delaware corporation |
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|
Securities Offered |
We may offer up to $50,000,000 of: |
|
● |
Class A Common Stock; |
|
● |
Warrants; and |
|
● |
Units. |
|
We may also offer securities of the types listed above that are convertible or exchangeable into one or more of the securities listed above. |
|
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Use of Proceeds |
We intend to use the net proceeds from the sale of any securities offered by us for general corporate purposes, which may include working capital, business and product development, potential acquisitions, retirement of debt and other business opportunities, unless otherwise indicated in the applicable prospectus supplement. |
|
|
Risk Factors |
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 3 of this prospectus, and any other risk factors described in a prospectus supplement and in the documents incorporated herein and therein by reference, for a discussion of certain factors that you should carefully consider before deciding to invest in our securities. |
|
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Nasdaq Capital Market Trading Symbol |
IDAI |
RISK FACTORS
Investing in our securities involves a high
degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties
described under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free
writing prospectus, and discussed under the section entitled “Risk Factors” contained in our most recent Annual Report
on Form 10-K, as well as any amendments thereto reflected in subsequent filings with the SEC, which are incorporated by reference
into this prospectus in their entirety, together with other information in this prospectus, the documents incorporated by reference
and any free writing prospectus that we may authorize for use in connection with this offering. The risks described in these
documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable
economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past
financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate
results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations
or cash flow could be seriously harmed. This could cause the trading price of our securities to decline, resulting in a loss of all
or part of your investment. Please also carefully read the section below entitled “Special Note Regarding Forward-Looking
Statements.”
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, each prospectus supplement and
the information incorporated by reference in this prospectus and each prospectus supplement contain “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the
Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that involve risks and uncertainties, as well as assumptions
that, if they never materialize or prove incorrect, could cause our results to differ materially and adversely from those expressed or
implied by such forward-looking statements. Forward-looking statements may include, but are not limited to, statements relating to our
outlook or expectations for earnings, revenues, expenses, asset quality or other future financial or business performance, strategies,
expectations or business prospects, or the impact of legal, regulatory or supervisory matters on our business, results of operations,
or financial condition. Specifically, forward-looking statements may include statements relating to our future business prospects, revenue,
income, and financial condition.
Forward-looking statements can be identified
by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“expect,” “anticipate,” “believe,” “seek,” “target,” or similar expressions.
Forward-looking statements reflect our judgment based on currently available information and involve a number of risks and uncertainties
that could cause actual results to differ materially from those described in the forward-looking statements.
Important factors could cause actual results
to differ materially from our expectations include, but are not limited to:
| · | adverse
economic conditions; |
| · | general
decreases in demand for our products and services; |
| · | changes
in timing of introducing new products into the market; |
| · | intense
competition (including entry of new competitors), including among competitors with substantially
greater resources than us; |
| · | revenues
and net income lower than anticipated; |
| · | becoming
delisted from Nasdaq; |
| · | the
possible fluctuation and volatility of operating results and financial conditions; |
| · | the
impact of legal, regulatory, or supervisory matters on our business, results of operations,
or financial condition; |
| · | inability
to carry out our marketing and sales plans; and |
| · | the
loss of key employees and executives. |
Forward-looking statements are based on assumptions
that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments
and other factors we believe are appropriate under the circumstances. You are cautioned that these statements are not guarantees of performance
or results. They involve risks, uncertainties (many of which are beyond our control) and assumptions. Although we believe that these
forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual operating
and financial performance and cause our performance to differ materially from the performance anticipated in the forward-looking statements.
We discuss in greater detail many of these risks in the applicable prospectus supplement, in any free writing prospectuses we may authorize
for use in connection with a specific offering, in our most recent annual report on Form 10-K, as well as any amendments thereto, and
in our subsequent filings with the SEC, which are incorporated by reference into this prospectus in their entirety.
Unless required by law, we undertake no obligation
to update or revise any forward-looking statements to reflect new information or future events or developments. Thus, you should not
assume that actual events are bearing out as expressed or implied in such forward-looking statements. You should read this prospectus,
any applicable prospectus supplement, together with the documents we have filed with the SEC that are incorporated by reference and any
free writing prospectus that we may authorize for use in connection with this offering completely and with the understanding that our
actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in the foregoing
documents by these cautionary statements.
USE OF PROCEEDS
Unless otherwise indicated in the applicable
prospectus supplement, we intend to use the net proceeds from our sale of securities offered by this prospectus for general corporate
purposes, which includes working capital, business and product development, potential acquisitions, retirement of debt and other business
opportunities. The timing and amount of our actual expenditures will be based on many factors; therefore, unless otherwise indicated
in the prospectus supplement, our management will have broad discretion to allocate the net proceeds of our offerings. The specific allocations
of the proceeds we receive from our sale of our securities will be described in the applicable prospectus supplement.
DESCRIPTION OF CAPITAL STOCK
General
The authorized capital stock of the Company consists
of Common Stock, par value $0.01 per share, and Preferred Stock, par value $0.01 per share. The total number of authorized shares of
Common Stock of Trust Stamp is 50,000,000, all of are designated as Class A Common Stock, and the total number of authorized shares
of Preferred Stock is 2,000,000, all of which are designated as Series A Preferred Stock.
The following summary description of our capital
stock is based on the provisions of our Amended & Restated Certificate of Incorporation, as amended, our bylaws and the applicable
provisions of the Delaware General Corporation Law (the “DGCL”). This description is not complete and is subject to, and
qualified in its entirety by reference to, our Amended & Restated Certificate of Incorporation, as amended (our “A&R Certificate
of Incorporation”) and our bylaws, each of which is incorporated by reference as an exhibit to the registration statement of which
this prospectus forms a part, and the DGCL. You should read our Amended & Restated Certificate of Incorporation, as amended, our
bylaws and the applicable provisions of the DGCL for a complete statement of the provisions described below and for other provisions
that may be important to you. For information on how to obtain copies of our A&R Certificate of Incorporation and our bylaws, see
“Where You Can Find Additional Information.”
Common Stock
Pursuant to the Company’s A&R
Certificate of Incorporation, the Board of Directors of the Company has the right to designate shares of the Company’s Common
Stock as either Class A or Class B Common Stock. As of the date of this prospectus, all shares of Common Stock of the
Company have been designated as Class A Common Stock, and there are no issued (or designated) shares of Class B Common
Stock. The rights and preferences of each of the Class A and Class B classes of Common Stock are summarized below.
Class A Common Stock
Voting Rights
Holders of shares of Class A Common Stock
are entitled to one vote for each on all matters submitted to a vote of the shareholders, including the election of directors.
The holders of our Common Stock (Class A
and Class B Common Stock) are entitled to elect four (4) directors of the corporation to our Board of Directors, so long as
25% of the Company’s initially issued shares of Preferred Stock remains outstanding. As of the date of this prospectus, no shares of the Company’s Preferred Stock are outstanding– and as such, holders of Common Stock are currently not entitled to this specific voting right.
Dividend Rights
Holders of Class A Common Stock are entitled
to receive dividends, as may be declared from time to time by the Board of Directors out of legally available funds as detailed in our
A&R Certificate of Incorporation. The Company has never declared or paid cash dividends on any of its capital stock and currently
does not anticipate paying any cash dividends in the foreseeable future.
Liquidation Rights
In the event of a voluntary or involuntary liquidation,
dissolution, or winding up of the Company, the holders of Class A Common Stock are entitled to share ratably in the net assets legally
available for distribution to shareholders after the payment of all debts and other liabilities of the Company.
Holders of the Series A Preferred Stock
are entitled to a liquidation preference that is senior to holders of each class of the Common Stock, and therefore would receive dividends
and liquidation assets prior to the holders of the Common Stock.
Exchange Rights
A holder of shares of Class A Common Stock
shares that is a bank, savings association, or a holding company (or an affiliate thereof) may at any time choose to exchange all or
any portion of shares of Class A Common Stock it holds for shares of Class B Common Stock. In the event of such an election,
each Class A share for which the holder makes such election shall be exchanged for a Class B share on a one-for-one basis without
the payment of any additional consideration. In the event of such an election, the Company will take all necessary corporate actions
to effect such exchange, the holder will surrender its certificate or certificates representing the Shares of Class A Common Stock
for which it made such election, and such Shares of Class A Common Stock shall be cancelled.
Transfer Rights
There are no restrictions on transfer for shares
of Class A Common Stock of the Company.
Class B Common Stock
The rights and preferences of the Company’s
Class B Common Stock are identical to those of the Class A Common Stock of the Company, except for as described below.
Voting Rights
Holders of shares of Class B Common Stock
have no voting rights with respect to such shares; provided that the holders of Class B Common Stock shall be entitled to vote (one
vote for each Class B share held) to the same extent that the holders of Shares of Class A Common Stock would be entitled to
vote on matters as to which non-voting equity interests are permitted to vote pursuant to 12 C.F.R. § 225.2(q)(2) (or a successor
provision thereto).
Transfer Rights
In the event a holder of shares of Class B
Common Stock transfers all or any portion of his or her shares of Class B Common Stock to a “Permitted Transferee” (as
defined below), such Permitted Transferee will be entitled to elect to exchange all or any portion of such Shares of Class B Common
Stock for Shares of Class A Common Stock on a one-for-one basis without the payment of any additional consideration. No fractional
shares may be so exchanged. In the event of such an election, the Company will take all necessary corporate actions to effect such exchange,
the holder will surrender its certificate or certificates representing the Shares of Class B Common Stock for which it made such
election, and such Shares of Class B Common Stock shall be cancelled. A “Permitted Transferee” is a person or entity
who acquires Shares of Class B Common Stock from a bank, savings association, or a holding company (or an affiliate thereof) in
any of the following transfers:
| (i) | A widespread public distribution; |
| (ii) | A private placement in which no one party
acquires the right to purchase 2% or more of any class of voting securities of the Company |
| (iii) | An assignment to a single party (e.g.
a broker or investment banker) for the purpose of conducting widespread public distribution
on behalf of a bank, savings association, or a holding company (or an affiliate thereof)
and its transferees (other than transferees that are Permitted Transferees); or |
| (iv) | To a party who would control more than
50% of the voting securities of the Company without giving effect to the Shares of Class
B Common Stock transferred by a bank, savings association, or a holding company (or an affiliate
thereof) and its transferees (other than transferees that are Permitted Transferees). |
Preferred Stock
Pursuant to the Company’s A&R Certificate
of Incorporation, the Board of Directors of the Company has the right to designate shares of the Company’s Preferred Stock. As
of the date of this prospectus, all shares of Preferred Stock of the Company have been designated as Series A Preferred Stock. There
is no issued or outstanding shares of Series A Preferred Stock as of the date of this prospectus.
Series A Preferred Stock
Voting Rights
Each holder of the Company’s Series A
Preferred Stock is entitled to one vote for each share on all matters submitted to a vote of the shareholders, including the election
of directors. Each holder of Series A Preferred Stock will be entitled to one vote for each share of Common Stock into which such
share of Preferred Stock could be converted. Fractional votes will not be permitted and if the conversion results in a fractional share,
it will be disregarded.
Additionally, the holders of the Series A
Preferred Stock are entitled to certain protective provisions that require the Company to obtain the written consent or affirmative vote
of a majority of the outstanding shares of Preferred Stock prior to effecting certain corporate actions, comprised of the following:
| a) | alter the rights, powers, or privileges
of the Preferred Stock in a way that adversely affects the Preferred Stock; |
| b) | increase or decrease the authorized number
of shares of any class or series of capital stock; |
| c) | authorize or create (by reclassification
or otherwise) any new class or series of capital stock having rights, powers, or privileges
set forth in the A&R Certificate of Incorporation of the Company, as then in effect,
that are senior to or on a parity with any series of Preferred Stock; |
| d) | redeem or repurchase any shares of Common
Stock or Preferred Stock (other than pursuant to employee or consultant agreements giving
the Company the right to repurchase shares upon the termination of services pursuant to the
terms of the applicable agreement); |
| e) | declare or pay any dividend or otherwise
make a distribution to holders of Preferred Stock or Common Stock; |
| f) | increase or decrease the number of directors
of the Company; |
| g) | liquidate, dissolve, or wind-up the business
and affairs of the Company |
The Series A Preferred Stockholders do not
have the right to vote for any directors of the Company as a standalone class, which is a right held by the Common Stockholders. The
holders of the Series A Preferred Stock are entitled to vote together with the holders of the Common Stock for the election of one
(1) independent director, and may vote together with the holders of the Common Stock on any additional directors to be elected to
our Board of Directors after the initial five (5) directors are elected.
Dividend Rights
Holders of Series A Preferred Stock will
be entitled to receive dividends as may be declared from time to time by the Board of Directors out of legally available funds and on
a pari passu basis with holders of the Common Stock. The Company has never declared or paid cash dividends on any of its capital stock
and currently does not anticipate paying any cash dividends after this offering or in the foreseeable future.
Conversion Rights
Shares of Series A Preferred Stock will
be convertible, at the option of the holder, at any time, into fully paid and nonassessable shares of the Company’s Common Stock
at the then-applicable conversion rate. Initially, the conversion rate will be one share of Common Stock per share of Series A Preferred
Stock. The conversion rate is subject to adjustment in the event of stock splits, reverse stock splits or the issuance of a dividend
or other distribution payable in additional shares of Common Stock.
Additionally, each share of Series A Preferred
Stock will automatically convert into Common Stock:
|
i) |
immediately upon the closing of the sale of shares
of Common Stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under
the Securities Act |
|
ii) |
upon the affirmative election of the holders
of a majority of the outstanding shares of Preferred Stock, voting as a single class and on an as-converted basis. |
In either of these events, the shares will convert
in the same manner as a voluntary conversion.
Right to Receive Liquidation Distributions
In the event of a liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, or certain other events (each a “Deemed Liquidation Event”)
such as the sale or merger of the Company, all holders of Series A Preferred Stock will be entitled to a liquidation preference
that is senior to holders of the Common Stock. Holders of Series A Preferred Stock will receive a liquidation preference equal to
the greater of (a) an amount for each share equal to the Original Issue Price for such share, adjusted for any stock dividends,
combinations, splits, recapitalizations and the like (the “liquidation preference”) plus any declared but unpaid dividends
with respect to such shares or (b) such amount per share as would have been payable had all shares of Series A Preferred
Stock been converted into Common Stock immediately prior to such liquidation, dissolution or winding up or Deemed Liquidation Event.
Initially, the liquidation preferences for the shares of Series A Preferred Stock will be $7.79 per share (the “Original Issue
Price”).
If, upon such liquidation, dissolution, or winding
up or Deemed Liquidation Event, the assets (or the consideration received in a transaction) that are distributable to the holders of
Preferred Stock are insufficient to permit the payment to such holders of the full amount of their respective liquidation preference,
then all of such funds will be distributed ratably among the holders of the Preferred Stock in proportion to the full amounts to which
they would otherwise be entitled to receive.
After the payment of the full liquidation preference
of the Series A Preferred Stock, the remaining assets of the Company legally available for distribution (or the consideration received
in a transaction), if any, will be distributed ratably to the holders of the Common Stock in proportion to the number of shares of Common
Stock held by each such holder.
Warrants
The Company has various warrants outstanding
that are exercisable for shares of its Class A Common Stock. See “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K filed with the SEC on March
30, 2023 for information on the outstanding warrants of the Company.
Anti-Takeover Effects of Our Certificate of Incorporation and Bylaws
Our A&R Certificate of Incorporation and
Bylaws contain certain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring
control of us. These provisions, which are summarized below, could discourage takeovers, coercive or otherwise. These provisions are
also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our Board of Directors. We
believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer
outweigh the disadvantages of discouraging a proposal to acquire us.
Authorized but Unissued Capital Stock
We have authorized but unissued shares of Preferred
Stock and Common Stock, and our Board of Directors may authorize the issuance of one or more series of preferred stock without stockholder
approval. These shares could be used by our Board of Directors to make it more difficult or to discourage an attempt to obtain control
of us through a merger, tender offer, proxy contest or otherwise.
Limits on Stockholder Action to Call a Special Meeting
Our Bylaws provide that special meetings of the
stockholders may be called only by our Board of Directors. A stockholder may not call a special meeting, which may delay the ability
of our stockholders to force consideration of a proposal or for holders controlling a majority of our capital stock to take any action,
including the removal of directors.
Our A&R Certificate of Incorporation authorizes
our Board of Directors to fill vacancies or newly created directorships.
If there is a vacancy on our Board of Directors,
the majority of the directors then in office may elect a successor to fill any vacancies or newly created directorships. This may also
discourage or deter a potential acquirer from conducting a solicitation of proxies to elect their own slate of directors or otherwise
attempt to obtain control of our Company.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of shares
of our Class A Common Stock. We may issue warrants independently or together with other securities, and the warrants may be attached
to or separate from any offered securities. Each series of warrants would be issued under a separate warrant agreement to be entered
into between us and the investors or a warrant agent. The following summary of material provisions of the warrants and warrant agreements
are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant certificate
applicable to a particular series of warrants. The terms of any warrants offered under a prospectus supplement may differ from the terms
described below. We urge you to read the applicable prospectus supplement and any related free writing prospectus, as well as the complete
warrant agreements and warrant certificates that contain the terms of the warrants.
The particular terms of any issue of warrants
would be described in the prospectus supplement relating to the issue. Those terms may include:
|
● |
the number of shares of Class A Common Stock purchasable upon the exercise
of warrants to purchase such shares and the price at which such number of shares may be purchased upon such exercise; |
|
● |
the date, if any, on and after which the warrants and the related Class
A Common Stock would be separately transferable; |
|
● |
the terms of any rights to redeem or call the warrants; |
|
● |
the date on which the right to exercise the warrants would commence
and the date on which the right would expire; |
|
● |
a discussion of certain U.S. federal income tax consequences applicable
to the warrants; and |
|
● |
any additional terms of the warrants, including terms, procedures,
and limitations relating to the exchange, exercise and settlement of the warrants. |
Until any warrants to purchase shares of our
Class A Common Stock are exercised, the holders of the warrants would not have any rights of holders of the underlying Class A Common
Stock, including any rights to:
|
● |
vote, consent or receive dividends; |
|
● |
receive notice as stockholders with respect to any meeting of stockholders
for the election of our directors or any other matter; or |
|
● |
exercise any rights as stockholders of the Company. |
DESCRIPTION OF UNITS
We may issue units consisting of any combination
of the other types of securities offered under this prospectus in one or more series. We may evidence each series of units by unit certificates
that we would issue under a separate agreement. We may enter into unit agreements with a unit agent. We would indicate the name and address
of the unit agent in the applicable prospectus supplement relating to a particular series of units.
The following description, together with the
additional information included in any applicable prospectus supplement, summarizes the general features of the units that we may offer
under this prospectus. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided
to you related to the series of units being offered, as well as the complete unit agreements that contain the terms of the units. Specific
unit agreements would contain additional important terms and provisions. We would file as an exhibit to the registration statement of
which this prospectus is a part, or would incorporate by reference from another report that we file with the SEC, the form of each unit
agreement relating to units offered under this prospectus.
If we offer any units, certain terms of that
series of units would be described in the applicable prospectus supplement, including, without limitation, the following, as applicable:
|
● |
the title of the series of units; |
|
● |
identification and description of the separate constituent
securities comprising the units; |
|
● |
the price or prices at which the units would be issued; |
|
● |
the date, if any, on and after which the constituent
securities comprising the units would be separately transferable; |
|
● |
a discussion of certain U.S. federal income tax considerations
applicable to the units; and |
|
● |
any other terms of the units and their constituent
securities. |
PLAN OF DISTRIBUTION
We may sell the securities covered in this prospectus
from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods
or through underwriters or dealers, through agents and/or directly to one or more purchasers. The securities may be distributed from
time to time in one or more transactions:
|
● |
at a fixed price or prices, which may be changed; |
|
● |
at market prices prevailing at the time of sale; |
|
● |
at prices related to such prevailing market prices;
or |
Each time that we sell securities covered by
us under this prospectus, we will provide a prospectus supplement or supplements that will describe the method of distribution and set
forth the terms and conditions of the offering of such securities, including the offering price of the securities and the proceeds to
us, if applicable.
Offers to purchase the securities being offered
by us under this prospectus may be solicited directly. Agents may also be designated to solicit offers to purchase the securities offered
by us from time to time. Any agent involved in our offer or sale of our securities will be identified in a prospectus supplement.
If a dealer is utilized in the sale of the securities
being offered by us under this prospectus, the securities will be sold to the dealer, as principal. The dealer may then resell the securities
to the public at varying prices to be determined by the dealer at the time of resale.
If an underwriter is utilized in the sale of
the securities being offered by us under this prospectus, an underwriting agreement will be executed with the underwriter at the time
of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter will use to make resales of
the securities to the public. In connection with our sale of the securities, we or the purchasers of securities for whom the underwriter
may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities
to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters
and/or commissions from the purchasers for which they may act as agent. Unless otherwise indicated in a prospectus supplement, an agent
will be acting on a best efforts basis and a dealer will purchase securities offered by us as a principal, and may then resell the securities
at varying prices to be determined by the dealer.
Any compensation paid to underwriters, dealers
or agents in connection with our offering of the securities, and any discounts, concessions or commissions allowed by underwriters to
participating dealers will be provided in the applicable prospectus supplement. Underwriters, dealers and agents participating in the
distribution of the securities offered by us may be deemed to be underwriters within the meaning of the Securities Act, and any discounts
and commissions received by them and any profit realized by them on resale of the securities offered by us may be deemed to be underwriting
discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including
liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those
persons for certain expenses.
Any Class A Common Stock offered by us would
be listed on the Nasdaq Capital Market, but any other securities offered by us may or may not be listed on a national securities exchange.
To facilitate our offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain
or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the
sale by persons participating in the offering of more securities than were sold to them. In these circumstances, these persons would
cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if
any. In addition, these persons may stabilize or maintain the price of the securities offered by us by bidding for or purchasing securities
in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed
if such securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be
to stabilize or maintain the market price of the securities offered by us at a level above that which might otherwise prevail in the
open market. These transactions may be discontinued at any time.
We may engage in at the market offerings
into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. In addition, we may enter into
derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the third
parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale
transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to
close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close
out any related open borrowings of stock. The third party in such sale transactions would be an underwriter and, if not identified
in this prospectus, would be named in the applicable prospectus supplement (or a post-effective amendment). In addition, we may
otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using
this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic
short position to investors in our securities or in connection with a concurrent offering of other securities by us.
The specific terms of any lock-up provisions
in respect of any given offering will be described in the applicable prospectus supplement.
The underwriters, dealers and agents may engage
in transactions with us, or perform services for us, in the ordinary course of business for which they receive compensation.
In order to comply with applicable securities
laws of some states, the Class A Common Stock may be sold in those jurisdictions only through registered or licensed brokers or dealers.
In addition, in certain states the Class A Common Stock may not be sold unless they have been registered or qualified for sale in the
applicable state or an exemption from the registration or qualification requirements is available.
To the extent required, this prospectus may be
amended and/or supplemented from time to time to describe a specific plan of distribution.
LEGAL MATTERS
The validity of the securities being offered
hereby will be passed upon for us by CrowdCheck Law, LLP. Additional legal matters may be passed upon for us or any underwriters, dealers
or agents, by counsel named in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements of T
Stamp Inc. and its subsidiaries as of December 31, 2022 and for the fiscal year then ended, have been audited by Marcum LLP, an
independent registered public accounting firm, as set forth in their reports thereon, included in T Stamp Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and incorporated herein by reference. The report of Marcum LLP includes an
explanatory paragraph related to the substantial doubt about the Company’s ability to continue as a going concern. Such
consolidated financial statements have been incorporated herein by reference in reliance upon such report given on the authority of
such firms as experts in accounting and auditing.
The consolidated financial statements of T Stamp
Inc. and its subsidiaries as of December 31, 2021 and for the fiscal year then ended, have been audited by Cherry Bekaert LLP, an
independent registered public accounting firm, as set forth in their reports thereon, included in T Stamp Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and incorporated herein by reference. The report of Cherry Bekaert LLP includes
an “Emphasis Of Matter Regarding Liquidity”. Such consolidated financial statements have been incorporated herein by reference
in reliance upon such report given on the authority of such firms as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements
and other information about issuers, such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov.
This prospectus and any prospectus supplement
are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement.
The full registration statement may be obtained from the SEC or us, as provided below. Other documents establishing the terms of the
offered securities are or may be filed as exhibits to the registration statement. Statements in this prospectus or any prospectus supplement
about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers.
You should refer to the actual documents for a more complete description of the relevant matters. You may obtain a copy of the registration
statement through the SEC’s website, as provided above.
We maintain a website at www.truststamp.ai.
None of the information contained on, or that may be accessed through, our website is a prospectus or constitutes part of, or is otherwise
incorporated into, this prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC’s rules allow us to “incorporate
by reference” information into this prospectus, which means that we can disclose important information to you by referring you
to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus,
and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained
in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes
of this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference
modifies or replaces that statement.
This prospectus and any accompanying prospectus
supplement incorporate by reference the documents set forth below that have previously been filed with the SEC:
|
● |
our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”), filed with the SEC on March 30, 2023; |
|
● |
our Amended Quarterly Reports on Form 10-Q/A for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022, each filed with the SEC on January 19, 2023; |
|
● |
our Current Reports on Form 8-K, filed with the SEC on
January
25, 2023, February 8, 2023,
March 22, 2023, and
March 30, 2023. |
|
● |
Description of our Class A Common Stock, which is contained in our Registration Statement on Form S-1 filed with the SEC on January 10, 2023. including any amendment or report filed for the purpose of updating such description. |
All reports and other documents we subsequently
file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, but excluding any information
furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this
prospectus from the date of the filing of such reports and documents.
We will furnish without charge to each person,
including any beneficial owner, to whom a prospectus is delivered, upon written or oral request, a copy of any or all of the documents
incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits that are specifically incorporated
by reference into such documents. You should direct any requests for documents to:
T Stamp Inc.
3017 Bolling Way NE, Floors 1 and 2, Atlanta,
Georgia, 30305
Attention: Corporate Secretary
(404) 806-9906
736,400 Shares of Common Stock
Pre-Funded Warrants to Purchase 543,300 Shares
of Common Stock
T Stamp Inc.
Prospectus Supplement
Maxim Group LLC
Sole Placement Agent
June 1, 2023
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