Trust Stamp  a global provider of AI-powered trust and identity services used globally across multiple sectors, announced that it has entered into a securities purchase agreement with a single institutional investor to sell approximately $1.5 million of its common stock and warrants in a private placement.

Each share of common stock is being sold together with two warrants to purchase two shares of common stock at a combined purchase price of $1.55. Under the terms of the purchase agreement, Trust Stamp has agreed to sell 975,000 shares of common stock and warrants to purchase up to an aggregate of 1,950,000 shares of common stock. The warrants will be exercisable for a period of five years from the date of issuance and have an exercise price of $1.77 per share. The closing of the private placement is expected to occur on or about September 14, 2022, subject to the satisfaction of certain customary closing conditions set forth in the securities purchase agreement.

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Maxim Group LLC is acting as the sole placement agent for the offering.

The securities described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation D promulgated thereunder and in a transaction not involving a public offering and have not been registered under the Act or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

In connection with the private placement, Trust Stamp entered into a registration rights agreement with the investor, whereby the Company has agreed to file one or more registration statements with the SEC for the resale of the securities issued in the private placement, including the shares of common stock underlying warrants issued in the private placement.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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