Trust Stamp Enters into $4.3 Million Warrant Inducement Transaction

Rhea-AI Summary

Trust Stamp (Nasdaq: IDAI) entered a warrant inducement agreement with an institutional investor on Oct 31, 2025 to permit exercises and exchanges of warrants issued Sept 3, 2024; Dec 6, 2024; and Jan 8, 2025. The investor agreed to exercise up to 413,696 shares from September warrants and 621,303 shares from January warrants, with the company reducing those exercise prices to $4.20 per share.

The transaction includes issuance of New Warrants: Series A for 1,301,945 shares and Series B for 1,209,099 shares (each exercisable at $4.20, five-year term). Gross proceeds from exercises are expected to be approximately $4.3 million before fees and expenses. The company agreed to file an SEC registration statement covering resale of shares issuable on the New Warrants.

Positive

• Expected gross proceeds of approximately $4.3 million
• Company to file an SEC registration for resale of New Warrant shares
• New Warrants are immediately exercisable with five-year terms

Negative

• Reduced exercise prices to $4.20 on September and January warrants
• Potential issuance of 1,034,999 shares from immediate warrant exercises
• Potential further dilution from 2,511,044 New Warrants issued

Insights

Corporate Finance Analyst

Raises approximately $4.3 million via warrant inducement while materially increasing future dilution through new warrants.

The transaction converts and reduces exercise prices on existing warrants and secures roughly $4.3 million of gross proceeds before fees by having the investor exercise up to 1,034,999 shares at adjusted prices and by issuing new unregistered Series A and Series B warrants exercisable for an aggregate of 2,511,044 shares at $4.20 per share. The company also exchanged December warrants for New Warrants and agreed to file a resale registration statement with the SEC for the New Warrant shares, which enables future liquidity for those shares once effective.

Key dependencies and risks include the investor actually completing the exercises, the timing and success of the SEC registration for resale, and immediate dilution from 5-year New Warrants that are exercisable now; these factors materially affect capitalization and potential future share issuance over the next five years. Watch the SEC registration filing status and the actual cash receipt and placement-agent fees over the coming weeks to validate the net proceeds and dilution impact within the near term.

ATLANTA, GA, Oct. 31, 2025 (GLOBE NEWSWIRE) -- T Stamp Inc. dba Trust Stamp (Nasdaq: IDAI) a global provider of AI-powered identity services, today announced it has entered into a warrant inducement agreement with an existing institutional investor for the exercise and or exchange of certain outstanding warrants that the Company issued on September 3, 2024 (the “September Warrants”), December 6, 2024 (the “December Warrants”), and January 8, 2025 (the “January Warrants”). Pursuant to the warrant inducement agreement, the investor has agreed to (i) exercise all or a portion of the outstanding September 2024 Series A and Series B Warrants to purchase an aggregate of 413,696 shares of the Company's common stock at  an exercise price of $4.83 per share, (ii) exercise all or a portion of the January 2025 Series A and Series B Warrants to purchase an aggregate of 621,303 shares of the Company's common stock at  an exercise price of $8.45 per share, subject to compliance with  beneficial ownership blocker provisions included in the warrants and the Company agreed to reduce the exercise price on the September Warrants and January Warrants to $4.20 per share. In addition, the Company has agreed to exchange all outstanding December 2024 Warrants for New Warrants (as defined below). The gross proceeds from the exercise of the warrants are expected to be approximately $4.3 million, prior to deducting placement agent fees and estimated offering expenses.

Maxim Group LLC is acting as the Financial Advisor for the transaction.

In consideration for the exercise of the warrants, the Company also agreed to (i) issue to the investor unregistered Series A Warrants to purchase an aggregate of 1,301,945 shares of the Company's common stock and Series B Warrants to purchase an aggregate of 1,209,099 shares of the Company's common stock, each with an exercise price of $4.20 per share (the “New Warrants”) and (ii) exchange the investor’s December Warrants for a New Warrant to purchase up to a number of shares of Common Stock equal to 100% of the number of Warrant Shares issuable upon exercise of the December Warrants. The Series A and Series B warrants share substantially the same terms, are immediately exercisable, and will expire five years from the date of issuance. The Company has agreed to file a registration statement with the Securities and Exchange Commission (“SEC”) covering the resale of the shares of common stock issuable upon exercise of the New Warrants. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About T Stamp Inc.

About Trust Stamp
Trust Stamp is a global provider of AI-powered services for use in multiple sectors, including banking and finance, regulatory compliance, government, healthcare, real estate, communications, and humanitarian services. Its technology empowers organizations via advanced solutions that reduce fraud, tokenize and secure data, securely authenticate users while protecting personal privacy, reduce friction in digital transactions, and increase operational efficiency, enabling customers to accelerate secure financial inclusion and reach and serve a broader base of users worldwide.

With team members from twenty-two nationalities in eight countries across North America, Europe, Asia, and Africa, Trust Stamp trades on the Nasdaq Capital Market (Nasdaq: IDAI).

Forward-Looking Statements

All statements in this release that are not based on historical fact are “forward-looking statements” including within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The information in this announcement may contain forward-looking statements and information related to, among other things, the company, its business plan and strategy, and its industry. These statements reflect management’s current views with respect to future events-based information currently available and are subject to risks and uncertainties that could cause the company’s actual results to differ materially from those contained in the forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company does not undertake any obligation to revise or update these forward-looking statements to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events.

Investor Contacts
Email: Shareholders@truststamp.ai

FAQ

What did Trust Stamp (IDAI) announce on October 31, 2025?

Trust Stamp entered a warrant inducement agreement enabling exercises/exchanges of warrants and issued New Warrants, expecting roughly $4.3M gross proceeds.

How many shares will be issued if the September and January warrants are exercised for IDAI?

The investor agreed to exercise up to an aggregate of 413,696 (September) and 621,303 (January) shares, totaling 1,034,999 shares.

What are the terms of the New Warrants issued to the investor in the IDAI deal?

Series A New Warrants for 1,301,945 shares and Series B for 1,209,099, exercisable at $4.20, immediately exercisable, expiring five years after issuance.

How much cash will Trust Stamp raise from the warrant exercises (IDAI)?

Gross proceeds from the warrant exercises are expected to be approximately $4.3 million before placement agent fees and estimated offering expenses.

Will IDAI register the shares issuable from the New Warrants for resale?

Yes, the company agreed to file a registration statement with the SEC covering resale of shares issuable upon exercise of the New Warrants.