Trust Stamp entered into a warrant inducement agreement with an institutional investor that is expected to generate $4.3 million in gross proceeds before fees and expenses.
Under the terms, the investor will exercise all or a portion of the company’s September 2024 Series A and Series B warrants to purchase 413,696 shares at an exercise price of $4.83 per share, which is reduced to $4.20 per share. The investor will also exercise all or a portion of the January 2025 Series A and Series B warrants to purchase 621,303 shares at an exercise price of $8.45 per share, also reduced to $4.20 per share.
In addition to the exercised warrants, Trust Stamp will issue new unregistered Series A warrants to purchase 1,301,945 shares and new Series B warrants to purchase 1,209,099 shares, each with an exercise price of $4.20. The company will exchange all outstanding December 2024 warrants for new warrants that allow the investor to purchase shares equal to 100 % of the warrant shares issuable upon exercise of the December warrants.
All Series A and Series B warrants share the same terms, are immediately exercisable, and will expire five years from issuance. The transaction follows a pattern of equity and warrant issuances in September 2024 and January 2025, and is intended to strengthen liquidity amid ongoing operational costs.
Management stated that the reduced exercise prices reflect the company’s need to secure capital quickly and to maintain investor confidence, while the new warrants provide flexibility for future growth. The company’s AI‑powered identity verification platform competes with firms such as Jumio and Onfido, and recent advances in deep‑fake detection have positioned it for expanding contracts.
The $4.3 million infusion improves the company’s liquidity, supports ongoing operations, and helps mitigate going‑concern risk, but also increases potential dilution for existing shareholders.
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