| Prospectus Supplement | |
Filed pursuant to Rule 424(b)(5) |
| To Prospectus dated April 12, 2023 | |
Registration No. 333-271091 |
T STAMP INC.
2,085,000 Shares of Common Stock
and
Pre-Funded Warrants to Purchase 3,470,548 Shares
of Common Stock
We are offering 2,085,000 shares of our Class
A Common Stock, par value $0.01 per share (the “Shares”) and pre-funded warrants to purchase 3,470,548 shares
of our Class A Common Stock (the “Pre-Funded Warrants”) (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 Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until 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 common stock purchase warrants consisting of Series A common warrants exercisable for
up to 5,555,548 shares of Class A Common Stock at an exercise price of $0.54 per share (the “Series A Warrants”),
and Series B common warrants exercisable for up to 4,166,661 shares of Class A Common Stock at an exercise price of $0.54 per share (the
“Series B Warrants”, and collectively, the “Private Placement Warrants”). The offering
price per Share and respective Private Placement Warrants is $0.54, and the offering price per Pre-Funded Warrants and respective Private
Placement Warrants is $0.539, with the remaining exercise price of each Pre-Funded Warrant equal $0.001 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 on the date the Company
obtains Shareholder Approval (as defined elsewhere in this prospectus) and will expire five years from the date of Shareholder Approval.
Our Class A Common Stock is listed on The Nasdaq
Capital Market, or Nasdaq, under the symbol “IDAI.” On December 4, 2024, the last reported sale price of our Class A Common
Stock on The Nasdaq Capital Market was $0.54 per share.
As of December 4, 2024, the aggregate market value
of our outstanding Class A Common Stock held by non-affiliates was approximately $9.58 million based on 17,748,632 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 $0.54 per share. Pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar month period,
we have sold $460,229.80 worth of securities. 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.
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-7 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 | | |
Per Pre-Funded Warrant | | |
Total | |
| Offering price | |
$ | 0.54 | | |
$ | 0.539 | | |
$ | 2,996,525.37 | |
| Placement Agent’s fees (1) | |
$ | 0.04 | | |
$ | 0.038 | | |
$ | 209,756.78 | |
| Proceeds, before expenses, to us (2) | |
$ | 0.50 | | |
$ | 0.501 | | |
$ | 2,786,768.59 | |
(1) We have agreed to reimburse the Placement
Agent for certain offering-related expenses up to an aggregate of $45,000, which are not included herein. See “Plan of Distribution.”
(2) Does not include proceeds that may be received
by the Company from the exercise of the Pre-Funded Warrants at $0.001 per share, which would be $3,470.55 if all Pre-Funded Warrants are
exercised.
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 Pre-Funded Warrants being offered
pursuant to this prospectus supplement and the accompanying prospectus is expected to be made on or about December 6, 2024, subject to
customary closing conditions.
MAXIM GROUP LLC
Sole Placement Agent
The date of this prospectus supplement is December 5, 2024
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 our Annual
Report on Form 10-K for the year ended December 31, 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.
Overview
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 primarily
develop proprietary artificial intelligence-powered solutions, researching and leveraging machine learning artificial intelligence, including
computer vision, cryptography, and data mining, to process and protect data and deliver insightful outputs that identify and defend against
fraud, protect sensitive user information, facilitate automated processes, and extend the reach of digital services through global accessibility.
We utilize the power and agility of technologies such as GPU processing, edge computing, neural networks, and large language models to
process and protect data faster and more effectively than historically possible to deliver results at a disruptively low cost for usage
across multiple industries.
Our team has substantial
expertise in the creation and development of AI-enabled software products. We license our technology and expertise in numerous fields,
with an increasing emphasis on addressing diverse markets through established partners who will integrate our technology into field-specific
applications.
Over the last six months,
the Company has undertaken a multi-pronged process to position itself better to leverage the growing opportunities offered by the expanded
use and acceptance of AI technologies. This process has included:
| |
i. |
Reducing the size of the non-production-focused executive and consulting teams to reduce overhead for the 2025 calendar year. |
| |
ii. |
Releasing sales staff that did not meet their targets. |
| |
iii. |
Negotiating the sale of certain assets that have resulted in continuous operating losses to raise operating capital and eliminate the cash flow deficits associated with the asset, allowing for sharpened focus on and investment in products with the best promise for profitable revenue generation. |
| |
iv. |
Negotiating a services contract to offset the cost of the technical team members while maintaining significant R&D and product development capabilities. |
| |
v. |
Refocusing go-to-market strategies on joint ventures with proven industry partners with access to target markets. |
Markets
Trust Stamp has evaluated
the market potential for its services in part by reviewing the following reports, articles, and data sources, none of which were commissioned
by the Company, and none of which are to be incorporated by reference:
Data Security and
Fraud
| |
· |
According to the “2021 Year End Report: Data Breach QuickView” published by Flashpoint, 4,145 publicly disclosed breaches exposed over 22 billion records in 2022. |
| |
· |
The cumulative merchant losses to online payment fraud between 2023 and 2027 will exceed $343 billion globally according to a 2022 report titled “Fighting Online Payment Fraud in 2022 & Beyond” published by Juniper Research. |
Financial and societal
inclusion
| |
· |
According to the “Global Findex Database 2021,” published by the World Bank, 1.4 billion people were unbanked as of 2021.. |
| |
· |
131 million small and medium-sized enterprises in emerging markets lack access to finance, limiting their ability to grow and thrive (UNSGSA Financial Inclusion Webpage, Accessed March 2023) |
| |
· |
The global market for Microfinance is estimated at $157 Billion in the year 2020, and is projected to reach $342 billion by 2026 according to the 2022 report titled “Microfinance - Global Market Trajectory & Analytics” published by Global Industry Analysts, Inc. |
Trust Stamp’s biometric
authentication, liveness detection, and information tokenization enable individuals to verify and establish their identities using data
derived from biometrics. While individuals in this market lack traditional means of identity verification, Trust Stamp provides a means
to authenticate identity that preserves an individual’s privacy and control over that identity.
Alternatives to
Detention (“ATD”)
| |
· |
The ATD market includes Federal, State, and Municipal agencies for both criminal justice and immigration purposes. Trust Stamp addresses the ATD market with applications built on Trust Stamp’s privacy-preserving solutions allowing individuals to comply with ATD requirements using ethical and humane technology methodologies. Trust Stamp has developed innovative patented technologies for use in the ATD market encompassing biometrics, geolocation, and tokenization as well as a proprietary, tamper-resistant, battery-free “Tap-In-Band” that can complement or replace biometric check-in requirements and provide a lower-cost and more humane alternative to traditional “ankle bracelet” technology. |
Other Markets
The Company is developing
products and working with partners and industry organizations in other sectors that offer significant market opportunities and has entered
into go-to-market or licensing agreements, including global data location services, healthcare, IoT, automotive dealer services,
and computer vision for UAV operations. We anticipate licensing our technology in numerous fields, typically through established partners
who will integrate our technology into field-specific applications.
Principal Products
and Services
We adhere to the best
practices outlined in the National Institute of Standards and Technology (“NIST”) and International Organization for Standardization
(“ISO”) frameworks, and our policies and procedures in managing personally identifiable information (“PII”) comply
with General Data Protection Regulation (“GDPR”) requirements wherever such requirements are applicable.
Key Customers
The Company’s initial
business consisted of developing proprietary privacy-first identity solutions and implementing them through custom applications built
and maintained for a few key customers. In 2022, the Company added to its product offerings a modular and highly scalable SaaS model with
low-code or no implementation (“the Orchestration Layer”).
Recent Developments
Results
of Stockholder Special Meeting
On November 18, 2024, the Company held a Special Meeting of Stockholders
(the “Special Meeting”) to consider and vote upon:
| |
· |
Proposal 1: Ratification of the approval of that certain Securities Purchase Agreement dated July 13, 2024 between our Company and DQI Holdings, Inc. (the “July DQI SPA”) and all transactions contemplated thereunder, including, but not limited to, the sale of 4,597,701 shares of our Class A Common Stock, par value $0.01 per share to DQI as required by and in accordance with Nasdaq Listing Rule 5635(d)); and |
| |
· |
Proposal 2: Ratification of the approval of the issuance of certain warrants issued to a certain institutional investor (the “September 2024 PPWs” issued pursuant a securities purchase agreement with that investor entered into in on September 3, 2024 (the “September 2024 SPA”) as required by and in accordance with Nasdaq Listing Rule 5635(d)); |
| |
· |
Proposal 3: Approval of the issuance of the certain warrants issued to a certain institutional investor pursuant to a Warrant Exercise Agreement (the “WEA” entered into with this investor on September 3, 2024 as required by and in accordance with Nasdaq Listing Rule 5635(d)); and |
| |
· |
Proposal 4: Approval a reverse stock split of our Common Stock at a ratio of not less than 1-for-5 and not more than 1-for-50, with such ratio to be determined by the Board of Directors on or prior to December 31, 2024, in its sole discretion, and which would be effected by filing a Certificate of Amendment to the Company's Third Amended and Restated Certificate of Incorporation with the State of Delaware (collectively, the “Reverse Split ”). |
At the Special Meeting, 44% of our Common Stock
entitled to vote at the Special Meeting were represented in person or by proxy at the Special Meeting. Based on the results of the vote,
the stockholders voted to approve Proposals 1, 2, 3 and 4.The number of votes cast for or withheld from the approval is also set forth
below. The voting results disclosed below are final.
| Proposal |
|
Number of
Shares Voted
For |
|
|
Number of
Shares Voted
Against |
|
|
Number of
Shares
Abstained |
|
|
Percentage of
Shares Voted
“For” of Shares
Voted |
|
| Ratify, by a vote of all the stockholders, the approval of the July DQI SPA and all transactions contemplated thereunder, including, but not limited to, the sale of 4,597,701 shares of our Class A Common Stock to DQI as required by and in accordance with Nasdaq Listing Rule 5635(d)) (“Proposal 1”) |
|
|
8,045,514 |
|
|
|
223,000 |
|
|
|
15,537 |
|
|
|
97 |
% |
| Ratify, by a vote of all the stockholders, the issuance of the September 2024 PPWs and the issuance of up to 2,864,798 shares from the exercise of the September 2024 PPWs issued as part of the September 2024 SPA, in accordance with Nasdaq Listing Rule 5635(d)) (“Proposal 2”); |
|
|
7,984,668 |
|
|
|
295,174 |
|
|
|
4,209 |
|
|
|
96 |
% |
| Approve the issuance of the New Warrants and the issuance of up to 9,546,060 shares of our Common Stock upon the exercise of the warrants issued pursuant to the WEA as required by and in accordance with Nasdaq Listing Rule 5635(d)) (“Proposal 3”) |
|
|
7,982,414 |
|
|
|
297,956 |
|
|
|
3,681 |
|
|
|
96 |
% |
| Approve a reverse stock split of our Common Stock at a ratio of not less than 1-for-5 and not more than 1-for-50, with such ratio to be determined by the Board of Directors on or prior to December 31, 2024, in its sole discretion (“Proposal 4”) |
|
|
7,929,963 |
|
|
|
344,738 |
|
|
|
9,350 |
|
|
|
96 |
% |
Election
of New Board Member
On November 2, 2024, the Board of Directors of
the Company elected Andrew Scott Francis, the current Chief Technology Officer of the Company, to the Board of Directors, effective immediately,
to fill a vacancy on the Board of Directors left from the resignation of Joshua Allen from the Company's Board of Directors on September
26, 2024. Andrew Scott Francis will be a member of the “Class III” directors of the Company.
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, Floor 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 |
| |
|
| Securities Offered |
|
| |
● |
2,085,000 shares of Class A Common Stock; |
| |
● |
Pre-Funded Warrants to purchase 3,470,548 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 |
| |
● |
3,470,548 shares of Class A Common Stock issuable upon exercise of such Pre-Funded Warrants. |
| Offering price per security |
$0.54 per share of Class A Common Stock
$0.539 per Pre-Funded Warrant |
| |
|
| Common Stock outstanding immediately before this offering |
23,145,179 shares(1) |
| |
|
| Common Stock outstanding immediately after this offering (including the shares issuable upon exercise of the Pre-Funded Warrants) |
28,600,727 shares(1) |
| |
|
| Use of Proceeds |
We estimate that the net proceeds from this offering will be approximately $2.7 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 Private Placement 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. |
| |
|
| Risk Factors |
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-7 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. |
| |
|
| Nasdaq Capital Market Trading Symbol |
IDAI |
| |
|
| Concurrent Private Placement |
In a concurrent private placement, we are selling to the purchasers of securities in this offering the Private Placement Warrants to purchase up to 9,722,209 shares of our Class A Common Stock at an exercise price of $0.54 per share for both the Series A Warrant and the Series B Warrant. We will receive proceeds from such warrants solely to the extent they are exercised for cash. The Private Placement Warrants and the shares of our Class A Common Stock issuable upon the exercise of the Private Placement Warrants are not being offered pursuant to this prospectus supplement and the accompanying prospectus. The Private Placement Warrants will be immediately exercisable upon the date that Shareholder Approval (as defined in the SPA and further below) is obtained and will expire five years from the date that Shareholder Approval is obtained. 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 23,145,179 shares of Class A Common Stock outstanding as of December 5, 2024 but excludes the following as of December 5, 2024: |
| |
● |
Restricted Stock Units (“RSUs”) 1,092,965 shares of Class A Common Stock); |
| |
|
|
| |
● |
stock options (409,346 shares of Class A Common Stock issuable upon the exercise of stock options with exercise prices between $0.67 - $8.00 and all are vested as of December 5, 2024); |
| |
|
|
| |
● |
warrants (19,287,210 shares of Class A Common Stock with exercise prices between $0.2273 - $8.00); |
| |
|
|
| |
● |
stock grants (118,136 shares of Class A Common Stock); |
| |
|
|
| |
● |
up to an aggregate of 9,722,209 shares of Class A Common Stock issuable
upon exercise of the Private Placement Warrants issued to the investor in the private placement concurrent with this offering at an exercise
price of $0.54 per share for both the Series A Warrants and the Series B Warrants; and |
| |
|
|
| |
● |
1,363,636.36 shares of Class A Common Stock sold to DQI on October 27, 2024 but unissued as of the date of this prospectus. |
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 Annual Report
on Form 10-K for the year ended December 31, 2023, 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; |
| |
|
| ● |
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; |
| |
|
| ● |
market conditions in our industry, the industries of our customers
and the economy as a whole; |
| |
|
| ● |
actual or expected changes in our growth rates or our competitors’
growth rates; |
| |
|
| ● |
developments in the financial markets and worldwide or regional economies; |
| |
|
| ● |
announcements of innovations or new products or services by us or our
competitors; |
| |
|
| ● |
announcements by the government relating to regulations that govern
our industry; |
| |
|
| ● |
sales of our Class A Common Stock or other securities in the open market; |
| |
|
| ● |
changes in the market valuations of other comparable companies; and |
| |
|
| ● |
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. As of the date of this prospectus, while the Company has regained compliance with the minimum
stockholders’ equity requirement, the Company is not in compliance with the minimum closing bid price requirement of Nasdaq. The
Company received notice from Nasdaq that the Company is eligible for an additional 180 calendar day period, or until April 28, 2025, to
regain compliance with minimum bid price requirement. There is no guarantee that we will regain or 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 Placement 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 Placement 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 Placement 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 Placement Warrants will be limited.
The Pre-Funded Warrants purchased in this
offering and the Private Placement 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 Placement 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 Placement Warrants being offered in a private
placement concurrently with this offering, such Pre-Funded Warrants or Private Placement 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
Placement 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.
The Company intends 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 the 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 underlying the Shares
and Pre-Funded Warrants you purchase in this offering. Based on an offering price $0.54 per Share, if you purchase Shares in
this offering, you will suffer immediate and substantial dilution of $0.5398 per share with respect to the net tangible book value of
our Class A Common Stock as of September 30, 2024 on a pro forma basis. Furthermore, if other outstanding warrants of the Company
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 $2.7 million, after deducting the Placement Agent fees, the estimated offering expenses payable by
us. This estimate excludes the proceeds, if any, from the exercise of the Pre-Funded Warrants,
or the Private Placement Warrants sold in the concurrent private placement. 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
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.
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 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 and the net tangible book
value per share of our Class A Common Stock immediately after giving effect to this offering. Our net tangible book value as of September
30, 2024, was approximately ($2,704,218) or ($0.1437) per share of Class A Common Stock.
The following table illustrates dilution as of September 30, 2024 on
a pro forma basis after giving effect to (a) the sale of 2,085,000 Class A Common Stock at $0.54 per share; and (b) the sale of Pre-Funded
Warrants to purchase 3,470,548 shares of our Class A Common Stock at $0.539 per share; assuming the exercise of Pre-Funded Warrants to
purchase 3,470,548 shares of our Class A Common Stock at $0.001 per share, less the Placement Agent fees and estimated offering expenses
payable by us our as adjusted net tangible book value as of September 30, 2024 would have been approximately $0.006 million, or $0.0002
per share. This represents an immediate increase of $0.14 in the as adjusted net tangible book value per share to existing stockholders
and immediate dilution of $0.54 in the as adjusted net tangible book value per share to new investors purchasing common stock in this
offering. The following table illustrates this per share dilution to the new investors purchasing shares of our common stock in this offering:
| Public offering price per Share |
|
$ |
0.5400 |
|
| Net tangible book value per share as of September 30, 2024 (1) |
|
$ |
(0.1437) |
|
| Pro forma increase in net tangible book value per share attributable to new investors |
|
$ |
0.1439 |
|
| As adjusted net tangible book value per share as of September 30, 2024 after giving effect the sale of the Shares, and Pre-Funded Warrants |
|
$ |
0.0002 |
|
| Dilution per share to new investors |
|
$ |
0.5398 |
|
| (1) | Based on 18,819,750 shares issued and outstanding as of September 30,
2024 and excludes the following: |
| · | Restricted Stock Units (“RSUs”) (1,091,423 shares
of Class A Common Stock) |
| · | stock options (404,868 shares of Class A Common Stock issuable
upon the exercise of stock options with exercise prices between $0.80 - $8.00 and all are vested as of December 5, 2024) |
| · | warrants (26,979,642 shares of Class A Common Stock with
exercise prices between $0.176 - $8.00) |
| · | stock grants (100,188 shares of Class A Common Stock) |
| · | 1,363,636.36 shares of Class A Common Stock sold to DQI on
October 27, 2024 but unissued as of the date of this prospectus |
| · | up to an aggregate of 9,722,209 shares of Class A Common Stock issuable
upon exercise of the Private Placement Warrants issued in the private placement to the investor at an exercise price of $0.54 per share. |
DESCRIPTION OF SECURITIES
THAT WE ARE OFFERING
We are offering the Shares (2,085,000 shares of Class A Common Stock)
at $0.54 per share and Pre-Funded Warrants to purchase 3,470,548 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 Pre-Funded Warrants is $0.539.
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 form of the Pre-Funded Warrant filed as an exhibit to the Company’s 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. 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 their 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 3,470,548 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. If at any time after
the issuance date of the Pre-Funded Warrants there is no effective registration statement registering the shares issuable upon the Pre-Funded
Warrants, then 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 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 the Shares and Pre-Funded Warrants in this offering, we will issue and sell to the investors in this offering, in a concurrent
private placement, Private Placement Warrants to purchase up to 9,722,209 shares of Class A Common Stock, comprised of Series A Warrants
exercisable for up to 5,555,548 shares of Class A Common Stock at an exercise price of $0.54 per share of Class A Common Stock, and
Series B Warrants exercisable for up to 4,166,661 shares of Class A Common Stock at an exercise price of $0.54 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, which are identical, except in the case of an occurrence of a Fundamental Transaction while the Private
Placement Warrants are outstanding, as described below.
Exercisability. The Private Placement Warrants
will be immediately exercisable upon the date that Shareholder Approval is obtained and will expire five years from the date that Shareholder
Approval is obtained. 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 while the Series A or Series B Warrants are outstanding (which includes, but is not limited to, merger transactions
or a sale of substantially all of the company’s assets), then if holders of the Company’s Common Stock are given any choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the holder will be given the same choice as to
the consideration it receives upon any exercise of either the Series A or Series B Warrants following such Fundamental Transaction. Notwithstanding
anything to the contrary, for the Series A Warrants, in the event of a Fundamental Transaction, the holder may require the Company or
its successor to repurchase the Series A Warrants for its Black-Scholes Value (as defined in the Series A Warrant) in cash. This right
can be exercised concurrently with, or within 30 days following, the consummation or public announcement of the transaction. If the Fundamental
Transaction occurs outside the Company’s control, such as in a hostile takeover or an unapproved transaction, the holder is entitled
to receive consideration equivalent in type and proportion to that offered to common stockholders, also calculated based on the Black-Scholes
model. Additionally, if no consideration is offered to the Company’s stockholders in the transaction, the holder is deemed to receive
common stock of the successor entity, preserving the Series A Warrants’ value.
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 30 days of the execution of the SPA to file a registration statement on Form S-3 (or other appropriate
form if the Company is not then S-3 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 91 days of the closing of this offering and to keep such registration statement effective at all times until no investor
owns any Private Placement Warrants or shares issuable upon exercise thereof.
Shareholder Approval. Pursuant to the SPA, the Company agreed
to hold an annual or special meeting of its stockholders within sixty (60) days following the closing date of the SPA (which will occur
on December 6, 2024) for the purpose of obtaining shareholder approval to increase the total number of authorized shares of the Company
and any approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market, and to approve the transactions
contemplated thereunder (“Shareholder Approval”). If the Company does not obtain Shareholder Approval at the
first meeting, the Company must call a meeting every ninety (90) days thereafter to seek Shareholder Approval until the earlier of the
date on which Shareholder Approval is obtained or the securities issued pursuant to the SPA (including the shares issuable upon exercise
of the warrants issued in the SPA) are no longer outstanding.
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 December 5, 2024. 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 December
5, 2024 (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 and Pre-Funded
Warrants being offered pursuant to this prospectus supplement on or about December 6, 2024.
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 | | |
Per Pre-Funded Warrant | | |
Total | |
| Offering price | |
$ | 0.54 | | |
$ | 0.539 | | |
$ | 2,996,525.37 | |
| Placement Agent’s fees (1) | |
$ | 0.04 | | |
$ | 0.038 | | |
$ | 209,756.78 | |
| Proceeds, before expenses, to us (2) | |
$ | 0.50 | | |
$ | 0.501 | | |
$ | 2,786,768.60 | |
(1) We have agreed to reimburse the Placement
Agent for certain offering-related expenses up to an aggregate of $45,000, which are not included herein.
(2) Does not include proceeds that may be received by the Company from
the exercise of the Pre-Funded Warrants at $0.001 per share, which would be $3,470.55 if all Pre-Funded Warrants are exercised.
We estimate our total expenses associated with the offering, excluding
placement agent fees and expenses, will be approximately $80,000. 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:
| |
● |
may not engage in any stabilization activity in connection with our
securities; and |
| |
● |
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.
We note that, pursuant to the SPA, the investor has agreed not to exercise
certain previously issued warrants held by the investor exercisable for shares of the Company’s Class A Common Stock in an amount
up to the number of shares required to be reserved for the issuance of shares pursuant to the Pre-Funded Warrants and Private Placement
Warrants issued pursuant to the SPA until the Company amends its certificate of incorporation for the authorization of additional shares.
Stockholder approval for amending the certificate of incorporation was received on November 18, 2024. Immediately prior to this transaction
contemplated by the SPA, the investor held warrants that may be exercised for the purchase of 12,410,858 shares of the Company’s
Class A Common Stock.
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 30 days from December 6, 2024, 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, 2023 and 2022 and for the fiscal years 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 year ended December 31, 2023, 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.
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, 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.
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, other than portions of
these documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K:
| |
· |
our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024, which includes Risk Factors applicable to our Company; |
| |
· |
our Quarterly Reports on Form 10-Q (and any amendments thereto on Form 10-Q/A) for the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024 filed with the SEC on May 16, 2024, August 13, 2024, and November 15, 2024 (amended on November 21, 2024) respectively; |
| |
· |
our Current Reports on Form 8-K and/or 8-K/A, filed with the SEC
on January 3, 2024,
March 22, 2024, March 28,
2024, April 4,
2024, May 8,
2024, May 14, 2024,
June 6, 2024, July 12,
2024, July 16,
2024, July 18,
2024, July 18, 2024
(#2), August 13,
2024, September 5,
2024, September 9,
2024, September 13,
2024, September 13,
2024, October 2, 2024, October 10, 2024, November 1, 2024,
November 1, 2024, November 5, 2024, November 5, 2024, and November 21, 2024. |
| |
· |
Description of our Class A Common Stock contained in our Registration Statement on Form S-1 filed with the SEC on August 23, 2023, including any amendment or report filed for the purpose of updating such description. |
In addition, all reports and other documents
we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act will also be deemed to 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.
In addition, all reports and other documents filed by us pursuant to the Exchange Act after the date of the initial registration statement
and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus.
Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the
extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference
herein, as the case may be, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this prospectus.
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, Floor 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 4 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 |
| |
|
| 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. |
| |
|
| 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 4 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.
|
| |
|
| 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
2,085,000 Shares of Common Stock
Pre-Funded Warrants to Purchase 3,470,548 Shares
of Common Stock
T Stamp Inc.
Prospectus Supplement
Maxim Group LLC
Sole Placement Agent
December 5, 2024
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