As filed with the U.S. Securities and Exchange
Commission on August 11, 2023
Registration No. 333-272343
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
T STAMP INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
7372 |
|
20-2222203 |
(State or other jurisdiction of
incorporation or organization) |
|
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification Number) |
3017 Bolling Way NE, Floors 1 and 2,
Atlanta, Georgia, 30305, USA
(404) 806-9906
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Gareth Genner
c/o T Stamp Inc.
3017 Bolling Way NE, Floors 1 and 2,
Atlanta, Georgia, 30305, USA
(404) 806-9906
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
With a Copy to:
CrowdCheck Law LLP
700 12th Street NW, Suite 700
Washington, DC 20005
Approximate
date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 check the following box. x
If this Form is
filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is
a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is
a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ¨
If delivery of the prospectus is expected
to be made pursuant to Rule 434, check the following box. ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
¨ |
Accelerated filer |
¨ |
| Non-accelerated filer |
x |
Smaller reporting company |
x |
| |
|
Emerging growth company |
x |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to such Section 8(a), may determine.
The following Amended Form S-1 is being provided solely for the purpose
of providing updated consents under Exhibit 23.1 and 23.2.
ITEM 16. EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES.
| Exhibit No. |
|
Exhibit Description |
| 3.1** |
|
Third Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.6 to the Company’s Form 8-K filed with the SEC on July 7, 2023). |
| |
|
|
| 3.2** |
|
Bylaws (incorporated by reference to Exhibit 2.2 to the Company’s Form DOS filed with the SEC on December 30, 2019). |
| |
|
|
| 4.1** |
|
Warrant issued to the Armistice Capital Master Fund Ltd. dated September 14, 2022 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2022). |
| |
|
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| 4.2** |
|
Form of Warrant dated November 9, 2016 ($5,000 per share) (incorporated by reference to Exhibit 3.9 to the Company’s Form DOS filed with the SEC on December 30, 2019). |
| |
|
|
| 4.3** |
|
Form of Warrant dated November 9, 2016 ($1,000,000) (incorporated by reference to Exhibit 3.10 to the Company’s Form DOS filed with the SEC on December 30, 2019). |
| |
|
|
| 4.4** |
|
Form of Warrant dated September 30, 2016 (incorporated by reference to Exhibit 3.11 to the Company’s Form DOS filed with the SEC on December 30, 2019). |
| |
|
|
| 4.5** |
|
Form of Warrant dated December 16, 2016 (incorporated by reference to Exhibit 3.12 to the Company’s Form DOS filed with the SEC on December 30, 2019). |
| |
|
|
| 4.6** |
|
Warrant issued by the Company to Reach® Ventures 2017 LP (incorporated by reference to Exhibit 3.14 to the Company’s Form 1-A filed with the SEC on March 12. 2020). |
| |
|
|
| 4.7** |
|
Warrant issued by the Company to Second Century Ventures, LLC (incorporated by reference to Exhibit 3.15 to the Company’s Form 1-A filed with the SEC on March 12. 2020). |
| |
|
|
| 4.8** |
|
Form of Regulation Crowdfunding Offering Warrant (or Reg CF Warrant) (incorporated by reference to Exhibit 3.8 the Company’s Form 1-A POS filed with the SEC on April 28, 2022) |
| |
|
|
| 4.9** |
|
Form of Regulation D Offering Warrant (or Reg D Warrant) (incorporated by reference to Exhibit 3.9 the Company’s Form 1-A POS filed with the SEC on April 28, 2022) |
| |
|
|
| 4.10** |
|
Form of Regulation S Offering Warrant (or Reg S Warrant) (incorporated by reference to Exhibit 3.10 the Company’s Form 1-A POS filed with the SEC on April 28, 2022). |
| |
|
|
| 4.11** |
|
Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 18, 2023). |
| |
|
|
| 4.12** |
|
Form of Private Placement Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 18, 2023). |
| |
|
|
| 5.1† |
|
Opinion of CrowdCheck Law, LLP |
| 10.1** |
|
Emergent Agreement dated June 11, 2020 (incorporated by reference to Exhibit 6.11 to the Company’s Form 1-SA for the six months ended June 30, 2020 filed with the SEC on September 28, 2020). |
| |
|
|
| 10.2** |
|
Executive Employment Agreements of Gareth Genner and Andrew Gowasack, effective as of December 8, 2020 (incorporated by reference to Exhibit 6.13 to the Company’s Form 1-K for the year ended December 31, 2020 filed with the SEC on April 30, 2021). |
| |
|
|
| 10.3** |
|
Malta Enterprise Letter dated July 8, 2020 sent to the Company (Repayable Advance of €800,000) (incorporated by reference to Exhibit 6.14 to the Company’s Form 1-A/A filed with the SEC on January 12, 2022). |
| |
|
|
| 10.4** |
|
Purchase Order executed September 23, 2021 issued by U.S. Immigration and Customs Enforcement to the Company (as Contractor) (incorporated by reference to Exhibit 6.15 to the Company’s Form 1-A/A filed with the SEC on January 12, 2022). |
| |
|
|
| 10.5** |
|
Letter of Appointment effective December 1, 2021 sent by the Company to Berta Pappenheim (as non-executive director appointee) (incorporated by reference to Exhibit 6.16 to the Company’s Form 1-A/A filed with the SEC on January 12, 2022). |
| |
|
|
| 10.6** |
|
Letter of Appointment effective December 1, 2021 sent by the Company to Kristin Stafford (as non-executive director appointee) (incorporated by reference to Exhibit 6.17 to the Company’s Form 1-A/A filed with the SEC on January 12, 2022). |
| |
|
|
| 10.7** |
|
Warrant Agency Agreement between the Company and Colonial Stock Transfer Company, Inc. dated August 20, 2021. (incorporated by reference to Exhibit 6.18 to the Company’s Form 1-A/A filed with the SEC on January 12, 2022). |
| |
|
|
| 10.8** |
|
Mutual Channel Agreement dated November 15, 2020 between the Company and Vital4Data, Inc. (incorporated by reference to Exhibit 6.19 to the Company’s Form 1-A/A filed with the SEC on January 12, 2022). |
| |
|
|
| 10.9** |
|
Warrant to Purchase Common Stock between the Company and Second Century Ventures, LLC dated April 22, 2020 (incorporated by reference to Exhibit 6.9 to the Company’s Form 1-A/A filed with the SEC on April 30, 2020). |
| |
|
|
| 10.10** |
|
Settlement Agreement dated July 1, 2019 between Emergent Technology Holdings, LP and the Company . (Incorporated by reference to Exhibit 6.1 to the Company’s Form 1-A filed with the SEC on March 12, 2020). |
| |
|
|
| 10.11** |
|
Amendment dated April 15, 2022 to Purchase Order executed September 23, 2021 issued by U.S. Immigration and Customs Enforcement to the Company (as Contractor) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 21, 2022). |
| |
|
|
| 10.12** |
|
Amendment dated July 15, 2022 to Purchase Order executed September 23, 2021 issued by U.S. Immigration and Customs Enforcement to the Company (as Contractor) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 21, 2022). |
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|
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| 10.13** |
|
Securities Purchase Agreement, dated September 11, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2022). |
| |
|
|
| 10.14** |
|
Registration Rights Agreement, dated September 11, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2022). |
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|
|
| 10.15** |
|
Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2022). |
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|
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| 10.16** |
|
Placement Agent Agreement dated September 11, 2022 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2022). |
| 10.17** |
|
Executive Employment Agreement of Alex Valdes, effective as of December 8, 2020 (incorporated by reference to Exhibit 6.12 to the Company’s Form 1-K for the year ended December 31, 2020 filed with the SEC on April 30, 2021). |
| |
|
|
| 10.18** |
|
Executive Employment Agreement of Andrew Scott Francis, effective as of December 8, 2020 (incorporated by reference to Exhibit 6.13 to the Company’s offering statement on Form 1-A filed with the SEC on November 19, 2021). |
| |
|
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| 10.19** |
|
Form of Securities Purchase Agreement by and between the Company and a certain institutional investor dated April 14, 2023 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 18, 2023). |
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| 23.1* |
|
Consent of Cherry Bekaert LLP |
| |
|
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| 23.2* |
|
Consent of Marcum LLP |
| |
|
|
| 23.3† |
|
Opinion of CrowdCheck Law, LLP (included as Exhibit 5.1) |
* Filed herewith.
** Incorporated by reference.
† Previously filed.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Atlanta, State of Georgia, on August 11, 2023.
| |
T STAMP INC. |
| |
|
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By: |
/s/ Gareth Genner |
| |
Name: |
Gareth Genner |
| |
Title: |
Chief Executive Officer |
| |
|
(Principal Executive Officer) |
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
| /s/ Gareth Genner |
|
| Gareth Genner, Chief Executive Officer, Director |
|
| Date: August 11, 2023 |
|
| |
|
| /s/ Alex Valdes |
|
| Alex Valdes, Principal Financial Officer, Principal Accounting Officer |
|
| Date: August 11, 2023 |
|
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|
| /s/ Andrew Gowasack |
|
| Andrew Gowasack, President, Director |
|
| Date: August 11, 2023 |
|
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| /s/ David Story |
|
| David Story, Director |
|
| Date: August 11, 2023 |
|
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| /s/ William McClintock |
|
| William McClintock, Director |
|
| Date: August 11, 2023 |
|
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| /s/ Mark Birschbach |
|
| Mark Birschbach, Director |
|
| Date: August 11, 2023 |
|
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| /s/ Joshua Allen |
|
| Joshua Allen, Director |
|
| Date: August 11, 2023 |
|
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| /s/ Kristin Stafford |
|
| Kristin Stafford, Director |
|
| Date: August 11, 2023 |
|
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| /s/ Berta Pappenheim |
|
| Berta Pappenheim, Director |
|
| Date: August 11, 2023 |
|
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the inclusion in this Registration
Statement on Form S-1 of T Stamp Inc. and Subsidiaries (the “Company”) of our report dual dated April 6, 2022, and March 30,
2023 with respect to the consolidated balance sheet of the Company as of December 31, 2021 and the related consolidated statements of
operations, comprehensive loss, stockholders’ equity (deficit), and cash flows for the year then ended. Our report contains an explanatory
paragraph regarding the Company’s liquidity.
We also consent to the reference to our firm under
the caption “Experts” in the accompanying Form S-1.
/s/ Cherry Bekaert LLP
Atlanta, Georgia
August 10, 2023
Exhibit 23.2
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S
CONSENT
We consent to the inclusion in this Registration
Statement of T Stamp Inc. on Form S-1 of our report dated March 30, 2023, which includes an explanatory paragraph as to the Company’s
ability to continue as a going concern, with respect to our audit of the consolidated financial statements of T Stamp Inc. as of December
31, 2022 and for the year then ended, which report appears in this Registration Statement. We also consent to the reference to our Firm
under the heading “Experts” in such Registration Statement.
/s/ Marcum LLP
Marlton, New Jersey
August 10, 2023
