Trust Stamp is an artificial intelligence company that primarily develops proprietary identity solutions to help determine whether an individual is who they say they are and that they can be trusted, including Trust Stamp’s AI-powered facial biometrics that establish proof of life and are resistant to presentation attacks. The Group’s solutions revolve around a proprietary process by which a deep neural network irreversibly converts biometric and other identifying data, from any source, into an Irreversibly Transformed Identity Token (IT2) that can be matched, deduplicated and verified while protecting sensitive identity information. This hash is unique to the user but cannot be reverse engineered and rebuilt into the user’s face or other biometric data.
Names of Directors and Biographical Details
David Story
Executive Chairman
Gareth Genner
Chief Executive Officer
Andrew Gowasack
President
Mark Birschbach
Independent Non-Executive Director
Joshua Allen
Executive Director
William ("Bill") McClintock
Independent Non-Executive DirectorBoard Committees
The Board has established an Audit Committee, a Remuneration Committee, a Nomination Committee and a Disclosure Committee, with formally delegated responsibilities as described below.
The Audit Committee comprises a majority of Independent Non-Executive Directors. The Audit Committee will, inter alia, determine and examine matters relating to the financial affairs of the Company including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the annual audit. It will receive and review reports from management and the Company’s auditors relating to the half yearly and annual accounts and the accounting and internal control systems in use throughout the Group.
The Remuneration Committee will, inter alia, review and make recommendations in respect of the Directors’ remuneration and benefits packages, including share options and Board Committees
The Nomination Committee will be chaired by Mark Birschbach. The Nomination Committee will consider the selection and re-appointment of Directors. It will identify and nominate candidates to fill Board vacancies and review regularly the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes, identifying and nominating for Board approval members of the Board, succession planning for Board members and overseeing the evaluation of the Board.
The Disclosure Committee comprises Chief Executive Officer, Gareth Genner, and the Chief Financial Officer and Secretary, Alex Valdes. The Disclosure Committee will be responsible for ensuring that the Company makes timely and accurate disclosure of all information that is required to be disclosed to meet its disclosure obligations under the OTCQX Reporting Standard, Market Abuse Regulation, and the Euronext Growth Rules.
Corporate Governance
The Directors recognise the importance of sound corporate governance and, given the Group’s size and constitution of the Board, complies with the principles set out in the OTCQX Corporate Governance Code. The OTCQX Corporate Governance Code was devised by the OTC Markets Group to align with established regulatory standards and exchange industry best practices.
Admission Documents
- Admission Document [8 December 2020]
Corporate Announcements and Shareholder Circulars
- Trust Stamp Announces Director Appointments [11 November 2021 07:00]
- 2021 Half Year Financial Results [28 September 2021 16:45]
- Trust Stamp Awarded $3.9M DHS Contract [27 September 2021 07:00]
- Trust Stamp Awarded Two Patents for Innovations in Identity Verification [8 September 2021 07:00]
- Trust Stamp Welcomes Chief Innovation Officer [2 September 2021 07:00]
- Trust Stamp Seeks to Raise US $5M from Public Market in Pursuit of Nasdaq Uplisting [25 August 2021 17:44]
- Stock Split Announcement [20 August 2021 07:00]
- Results of Private Fundraise [04 June 2021 07:00]
- 2020 Full Year Financial Results [30 April 2021 11:15]
- Financial Statements for Year Ended 31 December 2020 [30 April 2021 11:00]
- NASDAQ filing, Directorate and Corporate Governance changes [8 April 2021 09:45]
- Trust Stamp Announces US $1.5 Million Strategic Investment from Second Century Ventures [7 April 2021 12:20]
- Trust Stamp Acquires PixelPin [18 March 2021 11:15]
- Trust Stamp Joins the OTCQX Best Market [15 March 2021 11:02]
- Trust Stamp Regulation D Letter [15 March 2021 07:02]
- Trust Stamp announces the launch of a combined US$5 million Private Offering and Crowdfunding round [15 March 2021 07:02, updated 24 March 2021 14:59]
- Trust Stamp Confirms Initiation of Priced Quotations on US OTC Trading System [28 January 2021 16:13]
- Trust Stamp Announces Director Appointments [8 January 2021 7:00]
- Trust Stamp Announces Key Leadership Appointments [21 December 2020 7:00]
- Pre-Admission Announcement - Euronext Growth Schedule One [3 December 2020 15:25]
- Pre-Admission Announcement - Euronext Growth [20 November 2020 07:02]
Country of Incorporation & Main Country of Operation
T Stamp Inc. is incorporated in the State of Delaware in the U.S, with its principal operations in the U.S, & the UK. The rights of the shareholders are governed by Delaware law and by the Company's amended and restated certificate of incorporate and bylaws may be different from the rights of shareholders in an Irish incorporated company.
Current Constitutional Documents
- Amended and Restated Certificate of Incorporation [August 18 2021]
- Bylaws [5 April 2020]
Details of other exchanges or trading platforms
The company’s 19,383,275 shares of Class A Common Stock are admitted to trading on the Euronext Growth market of Euronext Dublin and trading on the OTCQX Best Market through the OTC Link ALternative Trading System
Details, if any, of restriction on the transfer of shares
There are no restrictions on the transfer of Common Shares.
Number of admitted securities in issue, % of admitted securities not in public hands[Last updated: 23 August 2021]
Shares of Class A Common Stock in issue: 19,383,275
Percent not in public hands: 55.6%
Significant shareholders[Last updated: 23 August 2021]
| Shareholder | Common Shares Held | Shareholding % |
|---|---|---|
| FSH Capital LLC | 2,852,820 | 14.7% |
| Brent De Jong | 1,372,465 | 7.1% |
| Andrew Gowasack | 1,215,430 | 6.3% |
| Gareth Genner | 1,016,595 | 5.2% |
Takeover Rules
The Company is incorporated in the State of Delaware in the United States and, for purposes of the Irish Takeover Rules, the Company is not resident in Ireland. As a result, although the Common Shares will be admitted to trading on Euronext Growth, the Company is not subject to the provisions of the Irish Takeover Rules.
Financial Information
Advisers
Nominated Adviser, Euronext Growth Adviser & Joint Broker
Davy
Davy House 49 Dawson Street Dublin 2, D02 PY05 Ireland
Irish Legal Advisor
William Fry
2 Grand Canal Square Dublin 2 D02 A342
US Legal Advisor
CrowdCheck Law LLP
1423 Leslie Ave, Alexandria, VA 22301 United States
Auditor to the Company
Cherry Bekaert
Certified public accounting firm 1075 Peachtree Street NE, Suite 2200 Atlanta, GA 30309 United States
Registrar
Euroclear UK & Ireland Limited
33 Cannon Street London EC4M 5SB United Kingdom
Headquarters
Internal
Investor FAQs
The Board of Directors of T Stamp Inc. and the holders of a majority of our common stock 1 , each approved a 5-for-1 split of the company’s stock. The amended certificate of incorporation reflecting the split was filed with the Secretary of State of Delaware on 18 August and had market effect for trading on both Euronext Growth and OTCQX on the opening of the respective markets on 23 August
As a result, each shareholder of record received four additional shares of common stock for each share held as of market opening on 23 August. The number of shares authorised, and the number of shares in issue, each increased increased by a factor of five.
(1) The Board of Directors approved the split on 12 July 2021 and a majority of the holders of common stock approved the split on 14 July 2021.
All market transactions prior to 23 August were denominated, priced and settled as pre-split shares and the split does not impact those transactions. All market transactions on 23 August and onwards are denominated, priced and settled as split shares.
Trust Stamp is working towards a goal of listing on NASDAQ. One of the listing criteria requires (amongst other requirements) a minimum of 2,000 shares a day to be traded over a 30 day-period. The split should have the effect of multiplying the shares traded by a factor of five which will make the 2,000 share minimum more probable.
There has been no change in your percentage ownership or the value of your investment. All shares of common stock were split equally and there has been no change to the rights applicable to each share.
The price of the stock fluctuates, and is outside the company’s control, but the trading price per share is anticipated to be 1/5 of the trading price at the time of the split - as each shareholder will hold five shares for each one previously held, there is no change in the total value of each shareholder’s investment.
Trust Stamp trades on the OTCQX Best Market (OTCQX:IDAI) and Euronext Growth in Dublin (Euronext Growth: AIID ID).
OTC Markets and Euronext Live provide 15 minute delayed quotes and market information.
Our Euronext Growth ticker remained the same (AIID) throughout the split. A "D" was appended to the end of our OTCQX ticker symbol for 20 business days following the split, making it IDAID during that time. The OTCQX ticker symbol reverted to IDAI on 21 September 2021.
Shares in T Stamp Inc. can be purchased and traded through brokerage firms that access the US OTC and Euronext markets in accordance with market rules and regulations, depending on where you wish to buy stock.
Trust Stamp is currently conducting a US $5 million raise that comprises a Regulation CF and Regulation D offering under SEC regulation. Please visit our offering-page to learn more about the opportunity to purchase stock directly from the company: https://www.investintruststamp.ai
Shares purchased directly from the company are held in accounts with Colonial Stock Transfer. You will need to transfer these shares to a brokerage that facilitates trading on the market(s) that you wish to access before being able to sell them.
Please reference our instructions for electronically transferring shares to a brokerage account using the DRS system, with additional information on requesting a physical stock certificate in the FAQ section:
https://truststamp.ai/ai/TStamp_ColonialStockTransfer_DRSGuide.pdfThe additional shares resulting from the split were distributed electronically through the Direct Registration System (DRS). If your shares were held with Colonial Stock Transfer or a brokerage at the time of the split, the additional shares should be automatically reflected in your account. No new stock certificates are issued unless a request for you to receive shares in the form of a physical stock certificate is made to Colonial Stock Transfer.
There are no actions required on the part of shareholders. In the unlikely event that your brokerage or Colonial Stock transfer account does not accurately reflect the new balance you should contact your broker or Colonial Stock Transfer if your shares are still held in a Colonial Stock Transfer account (email:
shareholders@colonialstock.com)