Form 424B5 - Prospectus [Rule 424(b)(5)]

Prospectus Supplement		Filed pursuant to Rule 424(b)(5)
To Prospectus dated April 12, 2023		Registration No. 333-271091

T STAMP INC.

Pre-Funded Warrants to Purchase 1,432,399 Shares of Common Stock

We are offering Pre-Funded Warrants to purchase 1,432,399 shares of our Class A Common Stock (and the shares of Class A Common Stock underlying such Pre-Funded Warrants) directly to a certain institutional investor pursuant to this prospectus supplement and the accompanying prospectus. The offering price of the Pre-Funded Warrants is $0.3213.

The remaining exercise price of each Pre-Funded Warrant will equal $0.001 per share. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. This prospectus supplement also relates to the offering of shares of Class A Common Stock issuable upon exercise of such Pre-Funded Warrants.

In a concurrent private placement, we are also selling to the investors Private Placement Warrants to purchase 2,864,797 shares of our Class A Common Stock at an exercise price of $0.3223 per share. The Private Placement Warrants and the shares of Class A Common Stock issuable upon the exercise of such warrants are not being registered under the Securities Act of 1933, as amended, or the Securities Act, and are not being offered pursuant to this prospectus supplement and the accompanying prospectus and are being offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Private Placement Warrants are immediately exercisable on the date the Company obtains Shareholder Approval (as defined elsewhere in this prospectus), and will expire five years from the date of Shareholder Approval.

Our Class A Common Stock is listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “IDAI.” On September 3, 2024, the last reported sale price of our Class A Common Stock on The Nasdaq Capital Market was $0.26 per share.

As of August 15, 2024, the aggregate market value of our outstanding Class A Common Stock held by non-affiliates was approximately $4.93 million based on 11,473,604 shares of Class A Common Stock held by non-affiliates on such date, and based on the last reported sale price of our Class A Common Stock on the Nasdaq Capital Market on such date of $0.43 per share, which is within 60 days of the date of this prospectus supplement. In no event will we sell securities pursuant to a Registration Statement on Form S-3 in a public primary offering with value exceeding more than one-third of our public float in any 12-month calendar period so long as our public float remains below $75 million and General Instruction I.B.6 of Registration Statement on Form S-3 continues to apply to us. As of the date of this prospectus, we have not sold any securities, pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar month period ending on, and including, the date of this prospectus.

Investing in our securities involves a high degree of risk. Before buying any of our securities, you should carefully read “Risk Factors” on page S-7 of this prospectus supplement, on page 4 of the accompanying prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus supplement and the accompanying prospectus.

We have engaged Maxim Group LLC (the “Placement Agent”) to act as our exclusive Placement Agent in connection with this offering to use its reasonable best efforts to place the securities offered by this prospectus supplement. We have agreed to pay the Placement Agent the fees set forth in the table below.

	Per Pre-Funded Warrant		Total
Offering price	$	0.3213	$	460,229.80
Placement Agent’s fees ⁽¹⁾	$	0.0193	$	27,613.79
Proceeds, before expenses, to us ⁽²⁾	$	0.3020	$	432,616.01

(1) We have agreed to reimburse the Placement Agent for certain offering-related expenses up to an aggregate of $45,000, which are not included herein. See “Plan of Distribution.”

(2) Does not include proceeds that may be received by the Company from the exercise of the Pre-Funded Warrants at $0.001 per share, which would be $1,432.40 if all Pre-Funded Warrants are exercised.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement and the accompanying prospectus are truthful or complete. Any representation to the contrary is a criminal offense.

Delivery of the Pre-Funded Warrants being offered pursuant to this prospectus supplement and the accompanying prospectus is expected to be made on or about September 4, 2024, subject to customary closing conditions.

MAXIM GROUP LLC

Sole Placement Agent

The date of this prospectus supplement is September 3, 2024

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS	S-1
PROSPECTUS SUMMARY	S-2
RISK FACTORS	S-7
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	S-11
USE OF PROCEEDS	S-12
CAPITALIZATION	S-13
DILUTION	S-14
DESCRIPTION OF SECURITIES WE ARE OFFERING	S-15
PRIVATE PLACEMENT TRANSACTION	S-16
PLAN OF DISTRIBUTION	S-17
LEGAL MATTERS	S-19
EXPERTS	S-19
WHERE YOU CAN FIND ADDITIONAL INFORMATION	S-19
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	S-20

PROSPECTUS

ABOUT THIS PROSPECTUS	1
PROSPECTUS SUMMARY	2
RISK FACTORS	4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	4
USE OF PROCEEDS	5
DESCRIPTION OF CAPITAL STOCK	5
DESCRIPTION OF WARRANTS	10
DESCRIPTION OF UNITS	11
PLAN OF DISTRIBUTION	11
LEGAL MATTERS	13
EXPERTS	13
WHERE YOU CAN FIND ADDITIONAL INFORMATION	13
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	14

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the “SEC”) using a “shelf” registration process and consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second part, the accompanying base prospectus, gives more general information, some of which may not apply to this offering. Generally, when we refer only to the “prospectus,” we are referring to both parts combined.

This prospectus supplement may add, update or change information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and accompanying prospectus. If information in this prospectus supplement is inconsistent with the accompanying base prospectus or with any document incorporated by reference that was filed with the SEC before the date of this prospectus supplement, you should rely on this prospectus supplement; provided, however, that if any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference in the accompanying prospectus — the statement in the document having the later date modifies or supersedes the earlier statement. The information contained in this prospectus supplement or the accompanying prospectus, or incorporated by reference herein or therein, is accurate only as of the respective dates thereof, regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or of any sale of Class A Common Stock. This prospectus supplement, the accompanying prospectus and the documents incorporated into each by reference include important information about us, the securities being offered and other information you should know before investing in our securities. You should also read and consider information in the documents we have referred you to in the sections of this prospectus supplement entitled “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.”

You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and in any free writing prospectuses we may provide to you in connection with this offering. Neither we nor Maxim has authorized any other person to provide you with any information that is different. If anyone provides you with different or inconsistent information, you should not rely on it. We and Maxim take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, our securities only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the offering of securities covered hereby in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement must inform themselves about, and observe any restrictions relating to, the offering of securities covered hereby and the distribution of this prospectus supplement outside the United States. This prospectus supplement does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

This prospectus supplement contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.”

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus supplement or the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

Unless the context requires otherwise, references in this prospectus to the “Company,” “Trust Stamp”, “we,” “us” and “our” refer to T Stamp Inc., a Delaware corporation, and its consolidated subsidiaries.

We are not, and the Placement Agent is not, making an offer or sale of shares of our securities in any jurisdiction where such offer or sale is not permitted. We are not making any representation to you regarding the legality of an investment in our securities by you under applicable laws. You should consult with your own advisors as to legal, tax, business, financial and related aspects of an investment in our securities.

This prospectus supplement and the information incorporated herein by reference include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus supplement and the information incorporated herein by reference are the property of their respective owners.

S-1

PROSPECTUS SUMMARY

This summary highlights selected information appearing elsewhere in this prospectus supplement or incorporated by reference in this prospectus supplement, and does not contain all of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus supplement, and the accompanying prospectus, including the risks of investing in our securities discussed under the heading “Risk Factors” contained herein and under similar headings in the accompanying base prospectus, and the documents incorporated by reference herein and therein, including in our Annual Report on Form 10-K for the year ended December 31, 2023. Prospective purchasers of our securities should also carefully read the information incorporated by reference in this prospectus supplement and the accompanying prospectus, including our consolidated financial statements, and the exhibits to the registration statement of which the accompanying prospectus is a part.

Company Overview

Trust Stamp was incorporated under the laws of the State of Delaware on April 11, 2016 as “T Stamp Inc.” T Stamp Inc. and its subsidiaries develop and market identity authentication software for enterprise and government partners and peer-to-peer markets.

Trust Stamp develops proprietary artificial intelligence-powered identity and trust solutions at the intersection of biometrics, privacy, and cybersecurity. These solutions enable organizations to protect themselves and their users while empowering individuals to retain ownership of their identity data and prevent fraudulent activity using their identity.

Trust Stamp tackles industry challenges including data protection, regulatory compliance, and financial accessibility, with cutting edge technology including biometric science, cryptography, and machine learning. Our core technology irreversibly transforms identity information to create tokenized identifiers that enable accurate authentication without the storing or sharing sensitive data. By retaining the usefulness of biometric-derived data while minimizing the risk, we allow businesses to adopt biometrics and other anti-fraud initiatives while protecting personal information from hacks and leaks.

Trust Stamp’s key sub-markets are identity authentication for account opening, access and fraud detection, tokenized digital identities to facilitate financial and societal inclusion, and in-community case management software for alternatives to detention and other governmental uses.

As biometric solutions proliferate, so does the need to protect biometric data. Stored biometric images and templates represent a growing and unquantified financial, security and PR liability and are the subject of governmental, media and public scrutiny, since biometric data cannot be “changed” once they are hacked, as they are directly linked to the user’s physical features and/or behaviors. Privacy concerns around biometric technology have led to close attention from regulators, with multiple jurisdictions placing biometrics in a special or sensitive category of personal data and demanding much stronger safeguards around collection and safekeeping.

To address this unprecedented danger and increased cross-industry need to establish trust quickly and securely in virtual environments, Trust Stamp has developed its Irreversibly Transformed Identity Token, or IT^{2 TM}, solutions. These solutions replace biometric templates with a cryptographic hash that can never be rebuilt into the original data and cannot be used to identify the subject outside the environment for which it is designed.

Trust Stamp’s data transformation and comparison technology is vendor and modality-agnostic, allowing organizations including other biometric services providers to benefit from our proprietary tokenization process’s increased protection, efficiency, and utility. With online and offline functionality, Trust Stamp technology is effective in even the most remote locations in the world.

Markets

Trust Stamp has evaluated the market potential for its services in part by reviewing the following reports, articles, and data sources, none of which were commissioned by the Company, and none of which are to be incorporated by reference:

S-2

Data Security and Fraud

In 2022, 4,145 publicly disclosed breaches exposed over 22 billion records according to the “2021 Year End Report: Data Breach QuickView” published by Flashpoint.

The cumulative merchant losses to online payment fraud between 2023 and 2027 will exceed $343 billion globally according to a 2022 report titled “Fighting Online Payment Fraud in 2022 & Beyond” published by Juniper Research.

Trust Stamp addresses this market with biometric identity verification and biometric authentication solutions. These solutions offer Trust Stamp’s proprietary irreversible identity token to perform biometric-based matching in a secure and tokenized domain, matching tokenized personally identifiable information while implementing liveness detection.

The Company recently announced the development of a biometric authentication process for wire transfers and other high value transactions, a product of particular and immediate relevance to financial institutions concerned about the potential of deep fake attacks on existing authentication systems. The Company currently has three new banking clients who have indicated willingness to participate in a trial of the product scheduled for Q3 of 2024.

Biometric authentication

By 2027, the value of biometrically authenticated remote mobile payments will reach $1.2 trillion globally, according to a 2022 report titled “Mobile Payment Biometrics” published by Juniper Research.

The global biometric system market size is valued at $41.1 billion per annum in 2023, with a forecast compound growth of 20.4% from 2023 to 2030 with a 2030 revenue forecast of $150.6 billion according to the 2023 report titled “Biometric Technology Market Size, Share & Trends Analysis Report By Component, By Offering, By Authentication Type, By Application, By End-use, By Region, And Segment Forecasts, 2023 — 2030” published by Grand View Research.

Trust Stamp addresses this market through its biometric authentication and liveness detection products. These products offer our IT² token to perform biometric matching in a secure and tokenized domain. This permits biometric authentication without the risk of storing pictures and biometric templates.

In addition to identity authentication, the Company’s deep learning algorithms can be used to identify specific criteria from facial biometric captures and it has been developing and testing age-estimation software for the rapidly growing age verification market. The new age estimation software is expected to go live with a first commercial client in Q3 of 2024.

Financial and societal inclusion

As of 2021, 1.4 billion people were unbanked according to the “Global Findex Database 2021” published by The World Bank.

131 million small and medium-sized enterprises in emerging markets lack access to finance, limiting their ability to grow and thrive (UNSGSA Financial Inclusion Webpage, Accessed March 2023)

The global market for Microfinance is estimated at $157 Billion in the year 2020, and is projected to reach $342 billion by 2026 according to the 2022 report titled “Microfinance - Global Market Trajectory & Analytics” published by Global Industry Analysts, Inc.

Trust Stamp’s biometric authentication, liveness detection, and information tokenization enable individuals to verify and establish their identities using data derived from biometrics. While individuals in this market lack traditional means of identity verification, Trust Stamp provides a means to authenticate identity that preserves an individual’s privacy and control over that identity.

Alternatives to Detention (“ATD”)

The ATD market includes Federal, State, and Municipal agencies for both criminal justice and immigration purposes. Trust Stamp addresses the ATD market with applications built on Trust Stamp’s privacy-preserving solutions allowing individuals to comply with ATD requirements using ethical and humane technology methodologies. Trust Stamp has developed innovative patented technologies for use in the ATD market encompassing biometrics, geolocation, and tokenization as well as a proprietary, tamper-resistant, battery-free “Tap-In-Band” that can complement or replace biometric check-in requirements and provide a lower-cost and more humane alternative to traditional “ankle bracelet” technology.

S-3

Other Markets

The Company is developing products and working with partners and industry organizations in other sectors that offer significant market opportunities and has entered into go-to-market or licensing agreements, including global data location services, healthcare, IoT, automotive dealer services, and computer vision for UAV operations. We anticipate licensing our technology in numerous fields, typically through established partners who will integrate our technology into field-specific applications.

Principal Products and Services

Trust Stamp’s most important technology is the Irreversibly Transformed Identity Token, or IT²^TM, which is combined with a data architecture that can use one or multiple sources of biometric or other identifying data. Once a “hash translation” algorithm is created, like-modality hashes are comparable regardless of their origin. The IT²protects against system and data redundancy, providing a lifelong “digital-DNA” that can store (or pivot to) any type of KYC or relationship data with fields individually hashed or (salted and) encrypted, facilitating selective data sharing. Products utilizing the IT² are Trust Stamp’s primary products, accounting for the majority of its revenues during the six months ended June 30, 2024.

We adhere to the best practices outlined in the National Institute of Standards and Technology (“NIST”) and International Organization for Standardization (“ISO”) frameworks, and our policies and procedures in managing personally identifiable information (“PII”) comply with General Data Protection Regulation (“GDPR”) requirements wherever such requirements are applicable.

Key Customers

The Company’s initial business consisted of developing proprietary privacy-first identity solutions and implementing them through custom applications built and maintained for a few key customers. In 2022, the Company added to its product offerings a modular and highly scalable SaaS model with low-code or no implementation (“the Orchestration Layer”). Although the Company remains open to significant opportunities to deliver custom solutions, sales of Orchestration Layer products are the primary focus of the Company’s sales and development initiatives. This strategic pivot in the Company’s go-to-market approach negatively impacted revenue in 2023 but we believe it will substantially increase potential revenue.

Historically, the Company generated most of its income through long-term partnerships, comprising a relationship with an S&P 500 bank with services provided pursuant to a Master Software Agreement entered into in 2017, together with a relationship with Mastercard International (“Mastercard”) with services provided under the terms of a five-year technology services agreement entered into in March 2019 and extended in March 2024 to April 2027 (the "TSA”). Both of those relationships remain strong, and the Company anticipates future revenue growth from the two relationships.

Under the TSA, IT^2
TM technology is being implemented by Mastercard for Humanitarian & Development purposes as a core element of its Community Pass and Inclusive Identity offerings. Use cases include financial services for individuals and businesses and empowering people and communities to meet basic needs, such as nutritious food, clean water, housing, education, and healthcare. The Company is paid to develop and host software solutions utilizing the IT² and to support Mastercard’s implementations. In addition, the Company is paid on a “per user per year” basis for all transactions utilizing its technology. In December of 2022, the Company entered into a modification of the agreed pricing schedule with Mastercard to move from a per-use to a per-user-year model to broaden the range of potential use cases. The TSA may be terminated by either party in the event of a material breach by the other party that remains uncured within thirty days after notice is received of such a breach. Either party may terminate the TSA if the other party becomes, including, but not limited to, insolvent, subject to bankruptcy, dissolved or liquidated. Unless the TSA is terminated, the TSA will automatically renew for additional one year-periods in perpetuity unless either party provides ninety days’ written notice of intent not to renew. To date, the Company has received guaranteed minimum annual payments on account of usage. According to the October 2023 interview of Mastercard Executive Vice President and Founder of the Community Pass from the article titled “Mastercard’s Community Pass founder says digital ID platform improving lives, digital inclusion” published by Biometric Update, Mastercard’s Community Pass program currently serves approximately 3.5 million users and is targeting 30 million users by 2027. Based upon information provided to us by Mastercard we anticipate user-based revenue starting in 2024 and growing year-on-year thereafter.

S-4

In 2022, the Company expanded its key customer base to include a relationship with Fidelity Information Services, LLC (“FIS”) which focused on implementing our Orchestration Layer and underlying technologies in FIS’ Global KYC product offering.

The Orchestration Layer is a low-code platform that is designed to be a one-stop shop for Trust Stamp services and provides easy integration to our products, which are chargeable on a per-user basis. The Orchestration Layer utilizes the Company’s next-generation identity package, offering rapid deployment across devices and platforms, with custom workflows that seamlessly orchestrate trust across the identity lifecycle for a consistent user experience in processes for onboarding and KYC/AML, multi-factor authentication, account recovery, fraud prevention, compliance, and more. The Orchestration Layer facilitates no-code and low-code implementations of the Company’s technology making adoption and updating faster and more cost-effective for a broader range of potential customers.

In the third quarter of 2022, the Company acquired its first 2 new customers on the Orchestration Layer through its partnership with FIS, and in the fourth quarter of 2022, 4 additional FIS customers onboarded. As of June 30, 2024, a total of 54 financial institutions with over $345 billion in assets have been onboarded via FIS, bringing the total number of (FIS and non-FIS) customers either fully implemented or are currently implementing the Orchestration Layer to 62. The first (non-FIS) client onboarded to the Orchestration Layer in the third quarter of 2022 has generated $343 thousand of revenue for the Company to date including $110 thousand during the six months ended June 30, 2024. Although each institution onboarded via FIS pays a small onboarding fee, given the typical time a financial institution takes to test, implement, and roll out any new technology, the Company does not anticipate significant revenue from the new FIS customers until late 2024.

Reinforced by the product-market fit indicated by the FIS rollout, the Company is building an internal direct sales force to offer the Orchestration Layer to non-FIS institutions. This expansion into direct sales is a work-in-progress and the Company is dynamically adapting its approach based on progress towards acceptable success metrics.

In Management's opinion, while the unanticipated loss of any one of our current customers, including our channel partnership with FIS, could adversely affect the Company’s financial position, it would not prevent us from continuing our operations.

Recent Developments

Warrant Exercise Agreement

On September 3, 2024, concurrently with this offering, the Company entered into a warrant exercise agreement (the “WEA”) with the same institutional investor, pursuant to which the institutional investor agreed to exercise (the “Exercise”) (i) all of the warrants issued to the institutional investor on June 5, 2023, as subsequently amended on December 20, 2023, which are exercisable for 1,173,030 shares of the Company’s Class A Common Stock, par value $0.01 per share (“Class A Common Stock”) with a current exercise price of $1.34 per share (the “June 2023 Warrants”) and (ii) all of the warrants issued to the institutional investor on December 20, 2023, which are exercisable for 3,600,000 shares of Class A Common Stock, with a current exercise price of $1.34 per share (the “December 2023 Warrants” and collectively with the June 2023, the “Existing Warrants”). In consideration for the immediate exercise of 4,773,030 of the Existing Warrants for cash, the Company agreed to reduce the exercise price of all of the Existing Warrants, including any unexercised portion thereof, to $0.3223 per share, which is equal to the most recent closing price of the Company’s Class A Common Stock on The Nasdaq Stock Market prior to the execution of the WEA. In addition, in consideration for such Exercise, the institutional investor received new unregistered warrants to purchase up to an aggregate of 9,546,060 shares of Class A Common Stock, equal to 200% of the shares of Class A Common Stock issued in connection with the Exercise, with an exercise price of $0.3223 per share (the “New Warrants”) in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”).

The New Warrants will have substantially the same terms as the June 2023 Warrants, except that the New Warrants will not become exercisable until such time as the Company has received stockholder approval with respect to the issuance of shares of Class A Common Stock underlying the New Warrants and will remain exercisable for five (5) years from the stockholder approval. The Company agreed to hold a stockholder meeting for this purpose no later than the 90th calendar date following the entry into the WEA. The Company agreed to file a resale registration statement on Form S-3 within 30 days of September 3, 2024 with respect to the New Warrants and the shares of Class A Common Stock issuable upon exercise of the New Warrants. The Existing Warrants and the New Warrants each include a beneficial ownership limitation that prevents the institutional investor from owning more than 9.99%, with respect to the Existing Warrants, and 4.99%, with respect to the New Warrants, of the Company’s outstanding Class A Common Stock at any time.

The gross proceeds to the Company from the Exercise was approximately $1.538 million, prior to deducting warrant inducement agent fees and estimated offering expenses. The Company intends to use the remainder of the net proceeds for business growth, working capital and general corporate purposes.

Termination and Release Agreement

On September 3, 2024, the Company also entered into a Termination and Release Agreement (the “Termination and Release Agreement”) under which the transaction entered into between the Company and HCM Management Foundation (“HCM”) as described in the Form 8-K filed by the Company on April 4, 2024 is terminated none of the Securities Purchase Agreement, Warrant A, Warrant B, or Warrant C (the “Transaction Documents”) will have any further force or effect. In consideration of the termination of the Transaction Documents, the Company will utilize proceeds from this offering and the Exercise to provide payment of $1.65 million to HCM or its affiliate.

Corporate Information

Trust Stamp was incorporated under the laws of the State of Delaware on April 11, 2016 as “T Stamp Inc.” T Stamp Inc. and its subsidiaries (“Trust Stamp”, “we”, or the “Company”) Our principal executive offices are located at 3017 Bolling Way NE, Floor 2, Atlanta, GA 30305, and our telephone number is (404) 806-9906. Our website address is www.truststamp.ai. None of the information contained on, or that may be accessed through, our website is a prospectus or constitutes part of, or is otherwise incorporated into, this prospectus.

S-5

The Offering

Issuer	T Stamp Inc., a Delaware corporation

Securities Offered

	●	Pre-Funded Warrants to purchase 1,432,399 shares of Class A Common Stock at an exercise price of $0.001 per share. Each Pre-Funded Warrant will be exercisable immediately upon issuance and will not expire; and
	●	1,432,399 shares of Class A Common Stock issuable upon exercise of such Pre-Funded Warrants.

Offering price per security	$0.3213 per Pre-Funded Warrant

Common stock outstanding immediately before this offering	16,939,750 shares⁽¹⁾

Common stock outstanding immediately after this offering (including the shares issuable upon exercise of the Pre-Funded Warrants and shares issued upon the exercise of the Existing Warrants)	23,145,179 shares⁽¹⁾

Use of Proceeds	We estimate that the net proceeds from this offering will be approximately $432,616 after deducting offering costs associated with this offering (assuming no exercise of the Pre-Funded Warrants issued in connection with this offering or the Private Placement Warrants issued in the concurrent private placement after deducting the Placement Agent fees and estimated offering expenses payable by us). We intend to use the net proceeds from this offering for general corporate purposes, which may include working capital, business and product development, potential acquisitions, retirement of debt and other business opportunities.

Risk Factors	Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-7 of this prospectus supplement, on page 4 of the accompanying prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus supplement and the accompanying prospectus, for a discussion of certain factors that you should carefully consider before deciding to invest in our securities.

Nasdaq Capital Market Trading Symbol	IDAI

Concurrent Private Placement	In a concurrent private placement, we are selling to the purchasers of securities in this offering the Private Placement Warrants to purchase up to 2,864,797 shares of our Class A Common Stock at an exercise price of $0.3223 per share. We will receive proceeds from such warrants solely to the extent they are exercised for cash. The Private Placement Warrants and the shares of our Class A Common Stock issuable upon the exercise of the Private Placement Warrants are not being offered pursuant to this prospectus supplement and the accompanying prospectus. The Private Placement Warrants will be immediately exercisable upon the date that Shareholder Approval (as defined in the SPA and further below) is obtained and will expire five years from the date that Shareholder Approval is obtained. See “Private Placement Transaction.”

(1)

The number of shares of our Class A Common Stock outstanding immediately before this offering and to be outstanding after this offering is based on 16,939,750 shares of Class A Common Stock outstanding as of August 31, 2024, but excludes the following as of August 31, 2024:

	●	Restricted Stock Units (“RSUs”) (1,084,158 shares of Class A Common Stock),

	●	stock options (402,893 shares of Class A Common Stock issuable upon the exercise of stock options with exercise prices between $0.89 - $8.00 and all are vested as of August 31, 2024),

	●	warrants (4,679,575 shares of Class A Common Stock with exercise prices between $0.96 - $8.00),

	●	stock grants (82,423 shares of Class A Common Stock), and

	●	up to an aggregate of 2,864,797 shares of Class A Common Stock issuable upon exercise of the warrants issued in the private placement concurrent with this offering at an exercise price of $0.3223 per share.

	●	up to an aggregate of 9,546,000 shares of Class A Common Stock issuable upon exercise of the warrants issued in the warrant exercise agreement concurrent with this offering at an exercise price of $0.3223 per share.

S-6

RISK FACTORS

Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties described under the heading “Risk Factors” contained in this prospectus supplement and discussed under the section entitled “Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2023, which are incorporated by reference into this prospectus supplement in their entirety, together with other information in this prospectus supplement, the documents incorporated by reference, the accompanying prospectus and any free writing prospectuses before making an investment decision. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our securities to decline, resulting in a loss of all or part of your investment. Please also carefully read the section below entitled “Special Note Regarding Forward-Looking Statements.”

Risks Related to this Offering and Ownership of Our Securities

The market price for our Class A Common Stock is particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, and lack of profits, which could lead to wide fluctuations in our share price.

The market for our Class A Common Stock is characterized by significant price volatility when compared to the shares of larger, more established companies that have large public floats, and we expect that our share price will continue to be more volatile than the shares of such larger, more established companies for the indefinite future, although such fluctuations may not reflect a material change to our financial condition or operations during any such period. Such volatility can be attributable to a number of factors. First, as noted above, our Class A Common Stock is, compared to the shares of such larger, more established companies, sporadically and thinly traded. The price for our Class A Common Stock could, for example, decline precipitously in the event that a large number of our shares are sold on the market without commensurate demand. Secondly, we are a speculative or “risky” investment due to our lack of profits to date. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a larger, more established company that has a large public float. Many of these factors are beyond our control and may decrease the market price of our Class A Common Stock regardless of our operating performance.

In addition to being highly volatile, our Class A Common Stock could be subject to wide fluctuations in response to a number of factors that are beyond our control, including, but not limited to:

●	variations in our revenues and operating expenses;

●	actual or anticipated changes in the estimates of our operating results or changes in stock market analyst recommendations regarding our Class A Common Stock, other comparable companies or our industry generally;

●	market conditions in our industry, the industries of our customers and the economy as a whole;

●	actual or expected changes in our growth rates or our competitors’ growth rates;

●	developments in the financial markets and worldwide or regional economies;

●	announcements of innovations or new products or services by us or our competitors;

●	announcements by the government relating to regulations that govern our industry;

●	sales of our Class A Common Stock or other securities in the open market;

●	changes in the market valuations of other comparable companies; and

●	other events or factors, many of which are beyond our control, including those resulting from such events, or the prospect of such events, including war, terrorism and other international conflicts, public health issues including health epidemics or pandemics, such as the COVID-19 pandemic, and natural disasters such as fire, hurricanes, earthquakes, tornados or other adverse weather and climate conditions, whether occurring in the United States or elsewhere, could disrupt our operations, disrupt the operations of our suppliers or result in political or economic instability.

S-7

In addition, if the market for tech stocks or the stock market in general experiences loss of investor confidence, the trading price of our Class A Common Stock could decline for reasons unrelated to our business, financial condition or operating results. The trading price of our shares might also decline in reaction to events that affect other companies in our industry, even if these events do not directly affect us. Each of these factors, among others, could harm the value of our Class A Common Stock. In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect our business, operating results and financial condition.

We may fail to comply with certain continued listing requirements on Nasdaq, which could result in our Class A Common Stock being delisted from Nasdaq.

The Company has previously received notifications from Nasdaq that it was not in compliance with Nasdaq's continued listing rules, specifically with respect to the minimum stockholders' equity and closing bid price minimum requirements on Nasdaq. While we have subsequently remedied these deficiencies, there is no guarantee that we will continue to be in compliance with all Nasdaq listing rules. In the event that our Class A Common Stock is delisted from Nasdaq, as a result of our failure to comply with either the stockholders' equity requirement, or due to our failure to continue to comply with any other requirement for continued listing on Nasdaq, and our Class A Common Stock is not eligible for listing on another exchange, trading in the shares of our Class A Common Stock could be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board. In such event, it could become more difficult to dispose of, or obtain accurate price quotations for, our Class A Common Stock, and it would likely be more difficult to obtain coverage by securities analysts and the news media, which could cause the price of our Class A Common Stock to decline further. Also, it may be difficult for us to raise additional capital if we are not listed on a national exchange.

There is no public market for the Pre-Funded Warrants being offered in this offering or the Private Placement Warrants being sold in a private offering concurrently with this offering.

There is no established public trading market for the Pre-Funded Warrants being offered in this offering or the Private Placement Warrants being offered in a private placement concurrently with this offering, and we do not expect a market to develop. In addition, we do not intend to apply to list the Pre-Funded Warrants or Private Placement Warrants on any national securities exchange or other nationally recognized trading system, including The Nasdaq Capital Market. Without an active trading market, the liquidity of the Pre-Funded Warrants and Private Placement Warrants will be limited.

S-8

The Pre-Funded Warrants purchased in this offering and the Private Placement Warrants being sold in a private offering concurrently with this offering do not entitle the holder to any rights as Class A Common Stockholders until the holder exercises the Pre-Funded Warrant or Private Placement Warrants for shares of our Class A Common Stock.

Until you acquire shares of our Class A Common Stock upon exercise of your Pre-Funded Warrants purchased in this offering or the Private Placement Warrants being offered in a private placement concurrently with this offering, such Pre-Funded Warrants or Private Placement Warrants will not provide you any rights as a Class A Common Stockholder, except as set forth therein. Upon exercise of your Pre-Funded Warrants purchased in this offering or the Private Placement Warrants being offered in a private placement concurrently with this offering, you will be entitled to exercise the rights of a Class A Common Stockholder only as to matters for which the record date occurs on or after the exercise date.

We will have broad discretion as to the use of the proceeds from this offering, and we may not use the proceeds effectively.

The Company will use a substantial portion of the net proceeds payment to fund the termination of its transaction documents with HCM Management Foundation. We intend to use the remaining net proceeds from this offering for working capital and general corporate purposes. We have considerable discretion in the application of the net proceeds of this offering. You will not have the opportunity, as part of your investment decision, to assess whether such proceeds are being used in a manner agreeable to you. You must rely on our judgment regarding the application of the net proceeds of this offering, which may be used for corporate purposes that do not improve our profitability or increase the price of our shares of Class A Common Stock. Such proceeds may also be placed in investments that do not produce income or that lose value. The failure to use such funds by us effectively could have a material adverse effect on our business, financial condition, operating results and cash flow.

All, or a substantial portion of the proceeds from this offering will be used to satisfy obligations under the Termination and Release Agreement with HCM, which may limit the Company’s ability to use the funds for other operational needs.

The Company expects to raise approximately $2 million from the sale (and exercise) of the Pre-Funded Warrants and the Exercise (pursuant to the WEA). Pursuant to the Termination and Release Agreement with HCM, the Company will pay $1.65 million of these proceeds to HCM. As a result, all or a significant portion of the funds raised in this offering (up to a maximum of $461,662.20) will not be available for the Company’s operational or strategic initiatives, such as product development, sales and marketing activities, working capital, or other corporate purposes. This allocation of funds could limit the Company’s flexibility in managing its business operations and executing its growth strategy, which may have a material adverse effect on the Company’s business, financial condition, and results of operations. Additionally, the Company may need to seek additional financing to fund its operations and strategic initiatives, which may not be available on favorable terms or at all. If the Company is unable to obtain sufficient additional financing, it may be forced to delay, reduce, or eliminate certain business activities or strategic initiatives, which could adversely impact the Company’s competitive position and future prospects.

You will experience immediate and substantial dilution in the net tangible book value per share of our Class A Common Stock sold in this offering and may experience additional dilution of your investment in the future.

Since the price per share of the Pre-Funded Warrants offered is substantially higher than the net tangible book value per share of our Class A Common Stock, you will suffer immediate and substantial dilution in the net tangible book value of the Class A Common Stock underlying the Pre-Funded Warrants you purchase in this offering. Based on an offering price $0.3213 per Pre-Funded Warrant, if you purchase Pre-Funded Warrants in this offering, you will suffer immediate and substantial dilution of $0.3288 per share with respect to the net tangible book value of our Class A Common Stock as of June 30, 2024 on a pro forma, as adjusted basis. Furthermore, if other outstanding warrants of the Company are exercised, as applicable, you could experience further dilution. See the section titled “Dilution” below for a more detailed discussion of the dilution you will incur if you purchase securities in this offering. Further, because we may need to raise additional capital to fund our anticipated level of operations, we may in the future sell substantial amounts of common stock or securities convertible into or exchangeable for common stock. These future issuances of equity or equity-linked securities, together with the exercise or conversion of outstanding options, warrants, notes and/or any additional shares issued in connection with acquisitions, if any, will likely result in further dilution to investors.

You may experience future dilution as a result of future equity offerings and other issuances of our common stock or other securities. In addition, this offering and future equity offerings and other issuances of our common stock or other securities may adversely affect our common stock price.

In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may not be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share paid by the investor in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock or securities convertible into common stock in future transactions may be higher or lower than the price per share in this offering. You will incur dilution upon exercise of any outstanding stock options, warrants or upon the issuance of shares of common stock under our stock incentive programs. In addition, the sale of shares in this offering and any future sales of a substantial number of shares of our common stock in the public market, or the perception that such sales may occur, could adversely affect the price of our common stock. We cannot predict the effect, if any, that market sales of those shares of common stock or the availability of those shares for sale will have on the market price of our common stock.

S-9

Future sales, or the perception of future sales, by us or our stockholders in the public market could cause the market price of our Class A Common Stock to decline, and any issuance of additional Class A Common Stock, or securities convertible into Class A Common Stock, could dilute Class A Common Stockholders. We may issue additional Class A Common Stock, or securities convertible into Class A Common Stock, pursuant to our shelf registration statement (including our at-the-market facility), upon exercise of outstanding warrants, for additional financing purposes, in connection with strategic transactions such as acquisitions or collaboration agreements, or otherwise, any of which could result in dilution to existing stockholders.

The sale of shares of our Class A Common Stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our Class A Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Shares of our Class A Common Stock held by certain other of our stockholders are eligible for resale, subject to volume, manner of sale and other limitations under Rule 144 under the Securities Act (“Rule 144”). By exercising their registration rights and selling a large number of shares, these stockholders could cause the prevailing market price of our Class A Common Stock to decline.

As restrictions on resale end or if these stockholders exercise their registration rights, the market price of shares of our Class A Common Stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of shares of our Class A Common Stock or other securities.

In addition, the shares of our Class A Common Stock reserved for future issuance under our equity incentive plans will become eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements, lock-up agreements and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144, as applicable. We have filed registration statements on Form S-8 under the Securities Act to register shares of our Class A Common Stock issuable pursuant to our equity incentive plan and our employee stock purchase plan, and may in the future file one or more additional registration statements on Form S-8 for the same or similar purposes. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market.

Substantial future sales of shares of our Class A Common Stock could cause the market price of our Class A Common Stock to decline.

We expect that significant additional capital will be needed in the near future to continue our planned operations. Sales of a substantial number of shares of our Class A Common Stock in the public market, or the perception that these sales might occur, could depress the market price of our Class A Common Stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our shares.

We have financed our operations, and we expect to continue to finance our operations, acquisitions, if any, and the development of strategic relationships by issuing equity, warrants and/or convertible securities, which could significantly reduce the percentage ownership of our existing stockholders. Further, any additional financing that we secure may require the granting of rights, preferences or privileges senior to, or pari passu with, those of our Class A Common Stock. Additionally, we may finance strategic alliances and/or acquisitions by issuing our equity or equity-linked securities, which may result in additional dilution. Any issuances by us of equity securities may be at or below the prevailing market price of our Class A Common Stock and in any event may have a dilutive impact on your ownership interest, which could cause the market price of our Class A Common Stock to decline. We may also raise additional funds through the incurrence of debt or the issuance or sale of other securities or instruments senior to our shares of Class A Common Stock. The holders of any securities or instruments we may issue may have rights superior to the rights of our holders of our Class A Common Stock. If we experience dilution from issuance of additional securities and we grant superior rights to new securities over Class A Common Stockholders, it may negatively impact the trading price of our shares of Class A Common Stock.

S-10

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, and the information incorporated by reference in this prospectus supplement, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially and adversely from those expressed or implied by such forward-looking statements. Forward-looking statements may include, but are not limited to, statements relating to our outlook or expectations for earnings, revenues, expenses, asset quality or other future financial or business performance, strategies, expectations or business prospects, or the impact of legal, regulatory or supervisory matters on our business, results of operations, or financial condition. Specifically, forward-looking statements may include statements relating to our future business prospects, revenue, income, and financial condition.

Forward-looking statements can be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target,” or similar expressions. Forward-looking statements reflect our judgment based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

Important factors could cause actual results to differ materially from our expectations include, but are not limited to:

adverse economic conditions;

general decreases in demand for our products and services;

changes in timing of introducing new products into the market;

intense competition (including entry of new competitors), including among competitors with substantially greater resources than us;

inadequate capital;

unexpected costs;

revenues and net income lower than anticipated;

litigation;

becoming delisted from Nasdaq;

the possible fluctuation and volatility of operating results and financial conditions;

the impact of legal, regulatory, or supervisory matters on our business, results of operations, or financial condition;

inability to carry out our marketing and sales plans; and

the loss of key employees and executives.

S-11

Forward-looking statements are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. You are cautioned that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond our control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual operating and financial performance and cause our performance to differ materially from the performance anticipated in the forward-looking statements. We discuss in greater detail many of these risks in this prospectus supplement, in any free writing prospectuses we may authorize for use in connection with a specific offering, in our most recent annual report on Form 10-K, as well as any amendments thereto, and in our subsequent filings with the SEC, which are incorporated by reference into this prospectus supplement in their entirety.

Unless required by law, we undertake no obligation to update or revise any forward-looking statements to reflect new information or future events or developments. Thus, you should not assume that actual events are bearing out as expressed or implied in such forward-looking statements. You should read this prospectus supplement, the accompanying prospectus, together with the documents we have filed with the SEC that are incorporated by reference and any free writing prospectus that we may authorize for use in connection with this offering completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in the foregoing documents by these cautionary statements.

USE OF PROCEEDS

We estimate that the net combined proceeds from this offering and the Exercise will be approximately $1.8 million, after deducting the Placement Agent fees, the estimated offering expenses payable by us, and assuming the exercise of Pre-Funded Warrants to purchase 1,432,399 shares of our Class A Common Stock at $0.001 per share. This estimate excludes the proceeds, if any, from the exercise of the Private Placement Warrants sold in the concurrent private placement. We cannot predict when or if these Pre-Funded Warrants or Private Placement Warrants will be exercised. It is possible that these Pre-Funded Warrants and Private Placement Warrants may never be exercised.

As of the date of this prospectus supplement, we cannot predict with certainty all the uses for the net proceeds to be received upon the completion of this offering. The Company will use $1.65 million of the net proceeds payment to fund the termination of its transaction documents with HCM Management Foundation. We intend to use the remaining portion of the net proceeds of this offering for working capital, capital expenditures, business and product development, potential acquisitions, retirement of debt and other general corporate purposes. The timing and amount of our actual expenditures will be based on many factors; therefore, unless otherwise indicated in the prospectus supplement, our management will have broad discretion to allocate the net proceeds of our offerings. The specific allocations of the proceeds we receive from our sale of our securities will be described in the applicable prospectus supplement.

S-12

CAPITALIZATION

The following table sets forth our consolidated cash and cash equivalents and capitalization as of June 30, 2024 on an actual basis and a pro forma as adjusted basis to reflect (i) cash received on July 25, 2024 upon the repayment of the first $500,000 promissory note; (ii) receivable for the second and third promissory notes totaling $1,500,000; (iii) the sale in this offering of 1,432,399 Pre-Funded Warrants at $0.3213 per Pre-Funded Warrant (plus assuming the exercise of the Pre-Funded Warrants at $0.001 per share); (iv) $1,538,347 for the issuance of 4,773,030 shares of Class A common stock at $0.3223 per share from the exercise of the Existing Warrants; (v) the payment of $1,650,000 to HCM pursuant to the Termination and Release Agreement; and (vi) the exercise of 957,910 prefunded warrants from the April 4, 2024 HCM agreement exercised in the third quarter of 2024.

	June 30, 2024			June 30, 2024 (Pro Forma As Adjusted).
ASSETS
Cash and cash equivalents ⁽¹⁾	$	659,533		$	1,276,898
Accounts receivable (includes unbilled receivables of $4,440 as of June 30, 2024)		517,380			517,380
Related party receivables		24,921			24,921
Prepaid expenses and other current assets		726,612			726,612
Promissory Note Receivable		—			1,500,000
Total Long-term Assets		3,264,912			3,264,912
Total Assets		5,193,358			7,310,723

LIABILITIES AND STOCKHOLDERS’ EQUITY
Total Current Liabilities		3,002,534			3,002,534
Warrant liabilities		251,668			251,668
Non-convertible notes payable, plus accrued interest		953,799			953,799
Long-term operating lease liabilities		73,520			73,520
Total Liabilities		4,281,521			4,281,521

Stockholders’ Equity:
Class A Common Stock outstanding (11,384,139 actual, 23,145,179 pro forma, as adjusted) ⁽²⁾		113,841			231,452
Additional paid-in capital		56,591,713			58,591,467
Accumulated other comprehensive income		175,059			175,059
Accumulated deficit		(56,130,215	)		(56,130,215	)
Total T Stamp Inc. Stockholders’ Equity		750,398			2,867,763
Non-controlling interest		161,439			161,439
Total Stockholders’ Equity		911,837			3,029,202
Total Liabilities and Stockholders’ Equity	$	5,193,358		$	7,310,723

(1)

Includes an estimated $27,645 in offering costs, $120,000 in commission, $45,000 in legal reimbursement, $35,000 in auditor fees, and $10,000 in legal fees to be incurred in relation to this offering none of which had been incurred as of June 30, 2024.

(2)

The number of shares of our Class A Common Stock shown as issued and outstanding as of June 30, 2024 on a pro forma basis in the table above excludes:

399,848 shares of Class A Common Stock issuable upon the exercise of stock options with exercise prices between $0.89 - $8.00 and all are vested as of June 30, 2024.

60,270 shares of Class A Common Stock outstanding pursuant to stock grants of which 45,502 were vested but not issued and 14,768 were not yet vested. As of June 30, 2024, 45,502 stock grants are issuable at any time at the option of the holder but have not yet been issued.

863,462 shares of Class A Common Stock issuable pursuant to restricted share units (“RSUs”), 37,175 of which were vested and issuable; 826,287 were not yet vested. All granted and outstanding RSUs will fully vest by August 1, 2025.

80,128 shares of Class A Common Stock issuable upon the exercise of certain warrants at an exercise price of $3.12 per share.

186,442 shares of Class A Common Stock issuable upon the exercise of certain warrants at an exercise price of $8.00 per share.

6,418 shares of Class A Common Stock issuable upon the exercise of warrants at an exercise price of $0.96 per share as of June 30, 2024.

524,599 shares of Class A Common Stock issuable upon the exercise of warrants at an exercise price of $8.00 per share as of June 30, 2024.

1,173,030 shares of Class A Common Stock issuable upon the exercise of certain warrants at an exercise price of $2.30 per share.

3,600,000 shares of Class A Common Stock issuable upon the exercise of certain warrants at an exercise price of $1.34 per share.

2,000,000 shares of Class A Common Stock issuable upon the exercise of certain warrants at an exercise price of $0.97 per share.

1,600,000 shares of Class A Common Stock issuable upon the exercise of certain warrants at an exercise price of $1.06 per share.

Up to 2,688,750 Class A Common Stock shares are issuable for a purchase price of up to $1,000,000 total.

S-13

DILUTION

If you invest in this offering, your ownership interest will be diluted to the extent of the difference between the public offering price per Pre-Funded Warrant and the as adjusted net tangible book value per share after giving effect to this offering. We calculate net tangible book value per share by dividing the net tangible book value, which is tangible assets less total liabilities, by the number of outstanding shares of our Class A Common Stock. Dilution represents the difference between the amount per share paid by purchasers of shares in this offering and the pro forma as adjusted net tangible book value per share of our Class A Common Stock immediately after giving effect to this offering. Our pro forma net tangible book value as of June 30, 2024, was approximately $(2,267,996) or $(0.1339) per share of Class A Common Stock.

The following table illustrates dilution as of June 30, 2024 on a pro forma, as adjusted basis after giving effect to (a) the sale of 4,597,701 Class A Comon Stock at $0.435 per share; (b) the sale of Pre-Funded Warrants to purchase 1,432,399 shares of our Class A Common Stock at $0.3213 per share; assuming the exercise of Pre-Funded Warrants to purchase 1,432,399 shares of our Class A Common Stock at $0.001 per share, less the Placement Agent fees and estimated offering expenses payable by us; (c) the issuance of 4,773,030 shares of Class A Common Stock at $0.3223 per share; and (d) the payment of $1,650,000 to HCM pursuant to the Termination and Release Agreement.

Public offering price per Pre-Funded Warrant	$	0.3213
Net tangible book value per share as of June 30, 2024 ⁽¹⁾	$	(0.1992	)
Pro forma, as adjusted increase in net tangible book value per share attributable to new investors purchasing Pre-Funded Warrants and Exercise in this offering	$	0.1927
Net tangible book value per share as of June 30, 2024 after giving effect the sale of Class A Common Stock, sale of Pre-Funded Warrants and Exercise in this offering less raise cost and warrant inducement less HCM payment	$	(0.0065	)
Dilution per share to new investors ($) after giving effect to the sale of Class A Common Stock, sale of Pre-Funded Warrants and Exercise in this offering less raise cost and warrant inducement less HCM payment	$	0.3288

(1)

Based on shares issued and outstanding as of June 30, 2024 and excludes the following: