Form 1-A Issuer Information UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 1-A
REGULATION A OFFERING STATEMENT
UNDER THE SECURITIES ACT OF 1933 		OMB APPROVAL

FORM 1-A

OMB Number: 3235-0286

Estimated average burden hours per response: 608.0

1-A: Filer Information

Issuer CIK
0001718939
Issuer CCC
XXXXXXXX
DOS File Number
Offering File Number
024-11176
Is this a LIVE or TEST Filing? ☒ LIVE ☐ TEST
Would you like a Return Copy? ☐
Notify via Filing Website only? ☐
Since Last Filing? ☒

Submission Contact Information

Name
Phone
E-Mail Address

1-A: Item 1. Issuer Information

Issuer Infomation

Exact name of issuer as specified in the issuer's charter
T Stamp Inc.
Jurisdiction of Incorporation / Organization
DELAWARE
Year of Incorporation
2016
CIK
0001718939
Primary Standard Industrial Classification Code
SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC
I.R.S. Employer Identification Number
81-3777260
Total number of full-time employees
6
Total number of part-time employees
1

Contact Infomation

Address of Principal Executive Offices

Address 1
75 5th St NW
Address 2
Suite 2290
City
Atlanta
State/Country
GEORGIA
Mailing Zip/ Postal Code
30308
Phone
1-404-806-9906

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Name
Andrew Stephenson
Address 1
Address 2
City
State/Country
Mailing Zip/ Postal Code
Phone

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Industry Group (select one) ☐ Banking ☐ Insurance ☒ Other

Use the financial statements for the most recent period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine "Total Revenues" for all companies selecting "Other" for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting "Insurance", refer to Article 7-04 of Regulation S-X for calculation of "Total Revenues" and paragraphs 5 and 7 of Article 7-04 for "Costs and Expenses Applicable to Revenues".

Balance Sheet Information

Cash and Cash Equivalents
$ 331761.00
Investment Securities
$ 0.00
Total Investments
$
Accounts and Notes Receivable
$ 104081.00
Loans
$
Property, Plant and Equipment (PP&E):
$ 1167147.00
Property and Equipment
$
Total Assets
$ 3992125.00
Accounts Payable and Accrued Liabilities
$ 403118.00
Policy Liabilities and Accruals
$
Deposits
$
Long Term Debt
$ 832250.00
Total Liabilities
$ 3901071.00
Total Stockholders' Equity
$ 91054.00
Total Liabilities and Equity
$ 3992125.00

Statement of Comprehensive Income Information

Total Revenues
$ 2108884.00
Total Interest Income
$
Costs and Expenses Applicable to Revenues
$ 4145001.00
Total Interest Expenses
$
Depreciation and Amortization
$ 303054.00
Net Income
$ -2143506.00
Earnings Per Share - Basic
$ -1.11
Earnings Per Share - Diluted
$ -0.90
Name of Auditor (if any)
Cherry Bekaert LLP

Outstanding Securities

Common Equity

Name of Class (if any) Common Equity
Common Stock (Class A)
Common Equity Units Outstanding
1924996
Common Equity CUSIP (if any):
000000000
Common Equity Units Name of Trading Center or Quotation Medium (if any)
N/A

Preferred Equity

Preferred Equity Name of Class (if any)
Series A Preferred
Preferred Equity Units Outstanding
130240
Preferred Equity CUSIP (if any)
000000000
Preferred Equity Name of Trading Center or Quotation Medium (if any)
N/A

Debt Securities

Debt Securities Name of Class (if any)
SAFEs & Convertible Notes
Debt Securities Units Outstanding
3066953
Debt Securities CUSIP (if any):
000000000
Debt Securities Name of Trading Center or Quotation Medium (if any)
N/A

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

Check this box to certify that all of the following statements are true for the issuer(s)

☒

1-A: Item 3. Application of Rule 262

Application Rule 262

Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.

☒

Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.

☐

1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

Summary Infomation

Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering ☐ Tier1 ☒ Tier2
Check the appropriate box to indicate whether the financial statements have been audited ☐ Unaudited ☒ Audited
Types of Securities Offered in this Offering Statement (select all that apply)
☒Equity (common or preferred stock)
Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)? ☒ Yes ☐ No
Does the issuer intend this offering to last more than one year? ☐ Yes ☒ No
Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)? ☐ Yes ☒ No
Will the issuer be conducting a best efforts offering? ☒ Yes ☐ No
Has the issuer used solicitation of interest communications in connection with the proposed offering? ☐ Yes ☒ No
Does the proposed offering involve the resale of securities by affiliates of the issuer? ☐ Yes ☒ No
Number of securities offered
718870
Number of securities of that class outstanding
130240

The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of "aggregate offering price" or "aggregate sales" as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.

Price per security
$ 7.7900
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer
$ 5600000.00
The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders
$ 0.00
The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement
$ 0.00
The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement
$ 0.00
Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs)
$ 5600000.00

Anticipated fees in connection with this offering and names of service providers

Underwriters - Name of Service Provider
SI Securities, LLC
 Underwriters - Fees
$ 490000.00
Sales Commissions - Name of Service Provider
Sales Commissions - Fee
$
Finders' Fees - Name of Service Provider
Finders' Fees - Fees
$
Audit - Name of Service Provider
Cherry Bekaert LLP
 Audit - Fees
$ 100406.00
Legal - Name of Service Provider
CrowdCheck Law LLP
 Legal - Fees
$ 60000.00
Promoters - Name of Service Provider
Promoters - Fees
$
Blue Sky Compliance - Name of Service Provider
Blue Sky Compliance - Fees
$
CRD Number of any broker or dealer listed:
170937
Estimated net proceeds to the issuer
$ 4982711.00
Clarification of responses (if necessary)
Sales Commissions estimate assumes the maximum amount of commissions payable to SI Securities, LLC for their services in this offering. The company also estimates it will incur $2,500 in Edgarization fees in addition to the fees above

1-A: Item 5. Jurisdictions in Which Securities are to be Offered

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Selected States and Jurisdictions
ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING
DISTRICT OF COLUMBIA
PUERTO RICO
ALBERTA, CANADA
BRITISH COLUMBIA, CANADA
MANITOBA, CANADA
NEW BRUNSWICK, CANADA
NEWFOUNDLAND, CANADA
NOVA SCOTIA, CANADA
ONTARIO, CANADA
PRINCE EDWARD ISLAND, CANADA
QUEBEC, CANADA
SASKATCHEWAN, CANADA
YUKON, CANADA
CANADA (FEDERAL LEVEL)

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

None ☐
Same as the jurisdictions in which the issuer intends to offer the securities ☒
Selected States and Jurisdictions

ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING
DISTRICT OF COLUMBIA
PUERTO RICO
ALBERTA, CANADA
BRITISH COLUMBIA, CANADA
MANITOBA, CANADA
NEW BRUNSWICK, CANADA
NEWFOUNDLAND, CANADA
NOVA SCOTIA, CANADA
ONTARIO, CANADA
PRINCE EDWARD ISLAND, CANADA
QUEBEC, CANADA
SASKATCHEWAN, CANADA
YUKON, CANADA
CANADA (FEDERAL LEVEL)

1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued or Sold Within One Year

None ☐

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer
T Stamp Inc.
(b)(1) Title of securities issued
SAFE
(2) Total Amount of such securities issued
2239953
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.
0
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.
$2,236,953 - valuation cap of $20,000,000
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer
T Stamp Inc.
(b)(1) Title of securities issued
Series A Preferred Stock
(2) Total Amount of such securities issued
130240
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.
0
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.
$700,000 and conversion of outstanding SAFE instrument.
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer
T Stamp Inc.
(b)(1) Title of securities issued
Convertible Note
(2) Total Amount of such securities issued
700000
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.
0
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.
$700,000
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).

Unregistered Securities Act

(e) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption
Section 4(a)(2)

 

T Stamp Inc., doing business as Trust Stamp, (the “Company”) has prepared this Form 1-A/A solely for the purpose of filing Exhibits 13.5 and 13.6. 

 

PART III

INDEX TO EXHIBITS

 

1.1 Issuer Agreement with SI Securities, LLC*
   
2.1 Amended and Restated Certificate of Incorporation, as amended*
   
2.2 Bylaws*
   
2.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation, as amended*
   
3.1 Investors’ Rights Agreement*
   
3.2 Form of Convertible Promissory Note dated December 16, 2016*
   
3.3 Form of Convertible Note dated December 3, 2019*
   
3.4 Form of Stock Purchase Agreement dated January 12, 2017 ($500,000)*
   
3.5 Form of Stock Purchase Agreement dated July 14, 2017 ($358,000)*
   
3.6 Form of Stock Purchase Agreement dated July 17, 2017 ($54,250)*
   
3.7 Form of Stock Purchase Agreement dated July 17, 2017 ($108,500)*
   
3.8 Form of Warrant dated January 4, 2016*
   
3.9 Form of Warrant dated November 9, 2016 ($5,000 per share)*
   
3.10 Form of Warrant dated November 9, 2016 ($1,000,000)*
   
3.11 Form of Warrant  dated September 30, 2016*
   
3.12 Form of Warrant dated December 16, 2016*
   
3.13 Form of Secured Loan Agreement dated August 16, 2017*
   
3.14 Form of Warrant dated January 23, 2020*
   
3.15 Form of Warrant dated January 23, 2020*
   
4 Form of Subscription Agreement*
   
6.1 Settlement Agreement dated July 1, 2019 between Emergent Technology Holdings, LP and the Company*
   
6.2 Stock Purchase Agreement dated September 27, 2019 between FSH Capital LLC and the Company ($700,000)*
   
6.3 Secured Loan Agreement dated August 16, 2017 between Alex Valdes and the Company*
   
6.4 Secured Loan Agreement dated August 16, 2017 between Andrew Scott Francis and the Company*

 

 

 

 

6.5 Lease Agreement Amendment between the Company and Georgia Advanced Technology Ventures, Inc. dated April 24, 2018*
   
6.6 Service Agreement between 10Clouds and. Sunflower AI Technologies (a subsidiary of T. Stamp Inc.) dated January 4, 2018*
   
6.7 SAFE Amendment Agreement between Emergent Technology Holdings LP and T Stamp Inc. and 10Clouds dated February 4, 2019.*
   
8.1 Form of Escrow Agreement*
   
11 Auditor’s Consent*
   
12 Opinion of CrowdCheck Law LLP*
   
13.1 Offering Page on SeedInvest*
   
13.2 SeedInvest Webinar Invite Email*
   
13.3 SeedInvest Marketing Email*
   
13.4 SeedInvest Reminder Email (Reservation Process)*
   
13.5 Pitch Deck on SeedInvest Offering Page
   
13.6 Transcript of Video on SeedInvest Offering Page
   
15.1 Draft Offering Statement filed with the SEC.*

 

* Previously filed

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Atlanta, State of Georgia, on April 8, 2020.

 

 

T STAMP INC.  
   
/s/ Gareth Genner  
Gareth Genner, Chief Executive Officer  
Trust Stamp  
   
The following persons in the capacities and on the dates indicated have signed this Offering Statement.  
   
/s/ Gareth Genner  
Gareth Genner, Chief Executive Officer, Director  
Date: April 8, 2020  
   
/s/ Alex Valdes  
Alex Valdes, Principal Financial Officer, Principal Accounting Officer  
Date: April 8, 2020  

 

/s/ Andrew Gowasack  
Andrew Gowasack, President, Director  
Date: April 8, 2020  
   
/s/ Mark Birschbach  
Mark Birschbach, Director  
Date: April 8, 2020  

 

 

 

 

Exhibit 13.5

 

TrustStamp 

 

 

 

 

THE COMPANY IS “TESTING THE WATERS” UNDER REGULATION A UNDER THE SECURITIES ACT OF 1933. THIS PROCESS ALLOWS COMPANIES TO DETERMINE WHETHER THERE MAY BE INTEREST IN AN EVENTUAL OFFERING OF ITS SECURITIES. THE COMPANY IS NOT UNDER ANY OBLIGATION TO MAKE AN OFFERING UNDER REGULATION A. IT MAY CHOOSE TO MAKE AN OFFERING TO SOME, BUT NOT ALL, OF THE PEOPLE WHO INDICATE AN INTEREST IN INVESTING, AND THAT OFFERING MIGHT NOT BE MADE UNDER REGULATION A. IF THE COMPANY DOES GO AHEAD WITH AN OFFERING, IT WILL ONLY BE ABLE TO MAKE SALES AFTER IT HAS FILED AN OFFERING STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC) AND THE SEC HAS “QUALIFIED” THE OFFERING STATEMENT. THE INFORMATION IN THAT OFFERING STATEMENT WILL BE MORE COMPLETE THAN THE INFORMATION THE COMPANY IS PROVIDING NOW, AND COULD DIFFER IN IMPORTANT WAYS. YOU MUST READ THE DOCUMENTS FILED WITH THE SEC BEFORE INVESTING. NO MONEY OR OTHER CONSIDERATION IS BEING SOLICITED, AND IF SENT IN RESPONSE, WILL NOT BE ACCEPTED. NO OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND NO PART OF THE PURCHASE PRICE CAN BE RECEIVED UNTIL THE OFFERING STATEMENT FILED BY THE COMPANY WITH THE SEC HAS BEEN QUALIFIED BY THE SEC. ANY SUCH OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR COMMITMENT OF ANY KIND, AT ANY TIME BEFORE NOTICE OF ACCEPTANCE GIVEN AFTER THE DATE OF QUALIFICATION. AN INDICATION OF INTEREST INVOLVES NO OBLIGATION OR COMMITMENT OF ANY KIND. AN OFFERING STATEMENT REGARDING THIS OFFERING HAS BEEN FILED WITH THE SEC. YOU MAY OBTAIN A COPY OF THE PRELIMINARY OFFERING CIRCULAR THAT IS PART OF THAT OFFERING STATEMENT FROM: T STAMP INC. +1 (404) 806-9906 ATDC, 75 5th St NW, Suite 2290 Atlanta, Georgia, 30308 USA or at https://www.sec.gov/Archives/edgar/data/1718939/000110465920032293/tm1926748d2_partiiandiii.htm THIS PRESENTATION CONTAINS OFFERING MATERIALS PREPARED SOLELY BY T STAMP INC WITHOUT THE ASSISTANCE OF SI SECURITIES, AND NOT SUBJECT TO FINRA RULE 2210. IN ADDITION, THIS PRESENTATION MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS BASED INFORMATION CURRENTLY AVAILABLE AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS AS THEY ARE MEANT FOR ILLUSTRATIVE PURPOSES AND THEY DO NOT REPRESENT GUARANTEES OF FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE, OR ACHIEVEMENTS, ALL OF WHICH CANNOT BE MADE. MOREOVER, NO PERSON NOR ANY OTHER PERSON OR ENTITY ASSUMES RESPONSIBILITY FOR THE ACCURACY AND COMPLETENESS OF FORWARD-LOOKING STATEMENTS, AND IS UNDER NO DUTY TO UPDATE ANY SUCH STATEMENTS TO CONFORM THEM TO ACTUAL RESULTS.

 

 

 

 

Our Mission: Creating transformational technology that accelerates secure societal and financial inclusion

 

 

 

 

Overview of Problems Identity Fraud Security Annually: Over $40 Billion lost to synthetic & stolen identities Over $20 Billion in losses from legitimate transactions failing legacy authentication Financial Exclusion Fraudsters pass siloed biometric systems with stolen, improperly issued or high-quality counterfeit ID Knowledge-Based-Authentication (“KBA”): • Vulnerable to data breaches/mining, high dropout rate Globally: 1.7 Billion people lack basic financial services including a bank account 4 Billion people underbanked $100 Trillion in financial assets created over 50 yrs through access to credit & investments $3.7 Trillion surge in emerging-market GDP by 2025 with adoption of one innovation Problems biometrics Sources: Forbes, The $100 Trillion Opportunity: The Race To Provide Banking To The World’s Poor, 2017 | PYMNTS, Fixing Retail’s $118B Mistake, 2015 | Juniper Research, Losses from Online Payment Fraud to More than Double by 2023, Reaching $48 Billion Annually, 2018

 

 

 

 

Problems Are Biometrics the Silver Bullet? By 2023 Mobile biometrics will authenticate $2 Trillion of in-store and mobile payments generating $54 Billion in biometric service revenue of consumers prefer biometric access to passwords and biometrics are the most common tool being adopted by government and NGO identity programs 93%

 

 

 

 

The Problem with Biometrics Constant reporting on lawsuits & breaches concerning biometric data 3,800 publicly disclosed breaches 4.1 Billion compromised records Problems Source: Risk Based Security, Inc., 2019 MidYear QuickView Data Breach Report

 

 

 

 

Problems You can’t change your Biometrics when they are hacked! Stored biometric templates represent a growing and unquantified financial, security and PR liability and are the subject of growing governmental, media and public scrutiny e.g. Aadhaar Hacks BioStar 2 Israeli Population Authority U.S. Office of Personnel Management Perceptics SenseNets and..?

 

 

 

Our Solution: Technology that creates unique, irreversible hashed-tokenized identities and facilitates secure, interoperable identity proofing – anywhere in the world, online and offline 

 

 

 

 

The Solution The Evergreen Hash® (EgHashTM) Deep neural networks convert any identifying data into a unique, non-PII EgHash WHAT? Maximized effectiveness of all identity data HOW? By rendering it safe to use, store and Share The hashing process is irreversible The EgHash is anonymized data Probabilistic matching with proprietary AI Each EgHash can link to external data via a pivot table No biometric images or templates stored Identifying data can be updated over time

 

 

 

 

The Solution Mobile triangulation & Geolocation Email address scrubbing Device fingerprint Knowledge-based authentication Whatever the source of identity data, it can be stored and compared as an EgHash – e.g. Any biometrics Credit bureau data Bank account aging & name match Link analysis with consortium data Address check Hash-able Data And we are working on Fusion!

 

 

 

Onboarding & Fraud Detection 1. Complete a basic form 2. Take a “secure-selfie” and photograph the ID 3. Upon passing proof-ofliveness & ID verification: receive a PIN number to regain access Bank Account Takeover Detection Our AI took down three organized fraud gangs in 2019 Account Takeover Beta with 8,000 users: 63 unique fraudsters caught & 33 suspects identified of Closed Accounts Reopened of Denied Applications Approved 83% 81% 

 

 

 

 

Combining contactless capture, on-tablet processing, secure mesh network, NFC provisioning of contactless smart cards, and informed consent First Visit Biometric Enrollment Predictive Matching with an EgHash Token 2nd Visit (ID Verified) Smartcard for Offline Use An Initial Project Goal of 100,000,000 Digital Identities Financial & Societal Inclusion

 

 

 

 

By 2023 Mobile biometrics will authenticate $2 Trillion payments annually Target Market Size By 2024 we are targeting Annual Recurring Revenue representing a 0.25% to 0.75% share of total biometric services revenue Biometric Service Revenue (in Billions) Global 16.3% CAGR European 17.5% CAGR 2018 2019 2020 2021 2022 2023 2024 2025 $14.9 $5.97 $42.9 $1.93 In addition to: Global financial institutions, governments and NGO’s addressing challenges of financially excluded and underbanked people By 2024 we are targeting Annual Recurring Revenue representing a 0.25% to 0.75% share of total biometric services revenue These statements reflect management’s current views based on information currently available and are subject to risks and uncertainties that could cause the company’s actual results to differ materially. Investors are cautioned not to place undue reliance on these forward-looking statements as they are meant for illustrative purposes and they do not represent guarantees of future results, levels of activity, performance, or achievements, all of which cannot be made. Moreover, no person nor any other person or entity assumes responsibility for the accuracy and completeness of forward-looking statements, and is under no duty to update any such statements to conform them to actual results. Sources: 360iResearch, Global Biometrics Market CAGR 16.30, 2019 | Grand View Research, Biometrics Technology Market Analysis Report By End-Use | Juniper Research, Mobile Payment Security: Biometric Authentication & Tokenisation2018-2023

 

 

 

 

We can fuse multiple biometric modalities and augment biometric modalities with other identifying data vs. legacy biometric service providers who typically offer only one or a limited range of individual biometric modalities. Legacy vendors are potential channel distributors. We can work with any identity data from any source thereby breaking vendor and modality lock-in Lack of Competition Primary market: Biometric Service Industry Characterized by: • Exponential growth • Threatened by accelerating public and legislative backlash Our Advantage: Ability to work across providers & modalities Early market entry Global-scale partners Unattractive for potential competitors to replicate Multiple (and continued) patents 4yrs & $9mm+ in R&D + + + = Ramping-up for a rapid network effect Market Landscape

 

 

 

 

PRIVATE LAKE Participants can store EgHashes in a private Identity Lake™ allowing matching of future EgHashes on a oneto- one or one-to-many basis CONSORTIUM LAKE By also contributing some (or all) of their EgHashes to a Consortium Identity Lake, participating organizations can query new EgHashes against a larger pool of EgHashes Raman Narayanswamy Vice President, Humanitarian and Development, Mastercard Digital Identity Strategy The only limitation on the use of Trust Stamp’s technology is your imagination Partner 1 How it Works

 

 

 

 

CONSUMER Participants direct zero-knowledgeproof questions to Trust Stamp’s EgHash Translator & Z-K-P Engine and the EgHash(es) supplied are converted to a compatible format and used to query target Identity Lakes SUPPLIER Participants use the automated market to offer their Lake- Data, setting their own charge by data type and selecting data to access AUTOMATED MARKET How it Works

 

 

 

 

Immutable & cryptographically verifiable transaction log SHAH-256 cryptographic hash function No need for specialized development staff Highly scalable: 2x to 3x the transactions supported by blockchain Accommodates both structured & unstructured data ACID compliant with the highest level of isolation Removes the ”fear of the unknown” of blockchain deployments Highly cost effective An Identity Lake can be created using any relational database structure and hosted on the user’s existing servers or in a private or public cloud. Current implementations include Amazon S3 and Microsoft Azure. Additionally: the Amazon Quantum Ledger Database (QLDB) can be used to host Identity Lakes, combining the benefits of a traditional SQL-server database with advantages of a blockchain deployment: Lake Storage How it Works

 

 

 

 

Following large scale (paid) beta-tests, we started hashing biometric data from 3rd party biometric service providers, initially touchless palm and fingerprint templates. Our business model is now focused on ARR generating pay-per-use services including: & We entered the market building facial-biometric authentication systems for onboarding, frauddetection & digital identity creation This generated revenue to fund our core AI microservices Prove our technology on live data with informed consent Pay-per-use hashing services for biometric service providers and government, NGO & enterprise users By limiting internal development to pilots for very-large-scale use cases, using execution partners for commoditized implementations, and deploying our hashing technology with sector leading channel partners, our 5-year goal is 0.25% to 0.75% of biometric services revenue Zero-knowledge-proof interrogation of and between Identity Lakes on a payper- use basis Multi-tenant Identity Lakes –management fees plus use fees Business Model About Trust Stamp

 

 

 

 

2016 / 2017 Incubators, customer discovery and building the team, IP portfolio and Core-AI. 1st bank customer had exclusive rights for bank/credit uses until 12/31/18 2018 U.S. and U.K. end-user facing beta implementations, iterative product development plus Plug and Play (both Silicon Valley and Abu Dhabi) and Mastercard Start Path Accelerators 2019 Go-to-Market Mastercard TSA / 5 SOWs NCSC Accelerator $2.1mm Revenue Traction Traction January 2020 1st Patent Allowance (Proof of Life) TAG Top-40 Innovative Companies Blue Tulip Awards Top-10 for both Finance and Security CNP Awards Best Identity Verification and Authentication Solutions Vendor Nominee Provisional Patent filing for Touchless Fingerprint analysis

 

 

 

 

Lesley-Ann Vaughan (U.K.) Executive Advisor, Humanitarian and Development – 15+ years in financial service innovation Emma Lindley (U.K.) Chief Commercial Officer, EVP - Former Head of Identity and Risk VISA Europe Executive Advisor - Technical Capability (awaiting HMG approval) Executive Advisor - Cryptography (awaiting HMG approval) Additional Management Team Expansion 2020: About Trust Stamp Andrew Gowasack (U.S.) President - Internal and External Product Evangelist Gareth N. Genner (U.K./U.S.) CEO - 30+ years experience growing companies (two techexits) Scott Francis (U.S.) CTO - 20+ years in tech companies, 9+ years in project management at Google Dr. Norman Poh (U.K.) Chief Science Officer - PhD in AI, 100+ peer reviewed publications Alex Valdes (U.S.) CFO and EVP 10+ years experience in finance and operations Nisha Naik (U.S.) Director of Design & Marketing David Story (U.K.) MD 30+ years management experience John Bridge (U.S.) EVP Government & Law Enforcement, ret. Chief Inspector of Financial Surveillance, U.S. Marshal’s Service Mike Battersby (UK) President Europe: 20+ years business development experience with major UK bank Mike Cepe (Philippines) VP Quality Assurance - Leads 5- member QA/annotation team Jacek Suwalski (Poland) VP Product Delivery -Manages 14 -member R&D/AI engineering team Executive Management Team Kinny Chan (U.S.) EVP, CEO Trusted Mail 10+ years in legal technology innovation, enterprise sales, and management

 

 

 

 

Charles Potts (U.S.) SVP and Chief Innovation Officer of The Independent Community Bankers of America® (ICBA), 40+ years in banking and fintech Frank Tighe (U.S.) Lead Entrepreneur in Residence at ATDC, 27+ years in executive and founding roles Sam Guttman (U.S.) Chairman of the International Association of Financial Crimes Investigators , ret. Assistant Inspector General of Investigations for the USPS James Gaughran (U.S.) 43+ years in gov’t fraud-prevention roles, ret. Deputy Assistant Inspector for the U.S. Department of Homeland Security Dave Garland (U.S.) Managing Partner at Second Century Ventures John Leather (U.K.) 36+ years of payments experience, former Sr. Manager at Lloyds Banking Group and Chair of UK Payments Council Member Strategy Group Fred Niehaus (U.S.) Governmental affairs advisor, former SVP Global GR and Public Affairs for Western Union Stacia Hylton (U.S.) Former Director of the U.S. Marshals Service, recipient of the 2007 Presidential Rank Award Bill McClintock (UK) Chair of Biometric Innovations Ltd., 50+ years in UK property market Buffy Christie (U.S.) Head of Global Security at Novelis, Former Investigations Lead/Director at Equifax and JPMorgan Chase Global Advisory Board About Trust Stamp Frank Hanna III (U.S.) 35+ years founding & investing in technology & financial services. Co-founder of AtlanticusHoldings Corporation (NASDAQ: ATLC) Mark Birschbach (U.S.) SVP Strategic Business, Innovation & Technology at National Association of REALTORS®

 

 

 

Exhibit 13.6

 

Trust Stamp - What We Do

https://vimeo.com/361353935

 

Nearly 4 billion people globally lack access to sufficient forms of legal identity. Biometric systems have gained traction as the future of global identity, but legacy systems are plagued by data breaches and synthetic identity fraud. Trust Stamp’s patented technology creates hashed identities to facilitate secure, interoperable, identity proofing anywhere in the world, online and offline. The evergreen hash is irreversible, and can only verify identity using our probabilistic AI. The evergreen hash maximizes the effectiveness of all identity data in accelerating financial inclusion and preventing fraud.

 

Trust Stamp Pitch@Palace 12.0

https://vimeo.com/367237925

 

Imagine you woke up tomorrow morning and no one, outside your family, knew you existed. There are 2 billion people in the world with no legal identity, no government knows they exist. Another 4 billion people don’t have the means to prove their identity in our increasingly digitized economies. But it isn’t just a tragedy for those billions of families, the impact on the global economy is that there is 3 trillion dollars of economic value that can be realized by universal financial inclusion. Now governments and NGOs are investing in biometric identity systems and they are making progress. But there’s a problem, those systems are prey to the theft of biometric data. So far, 27 million people have had their biometric identities stolen. That includes 5 million employees of the United States government, including employees of the Central Intelligence Agency. If you think about that, the 40 billion dollars lost today to identity theft and fraud, will just be a drop in the bucket. We use a deep neural network, we take biometric data of any type, from any source, and from that we create a tokenized, anonymized identity that cannot be stolen, it cannot be hacked, it cannot be used to recognize the individual except with their live consent using our probabilistic AI. This technology means that we can provide, with or without internet access, a digital identity to the 6 billion people in the world who have no identity. And again, 3 trillion dollars of impact for the global economy. So what is our ask? Well, while we already have partners to create identities for 100 million people, and in fact, organizations talking to us who represent over a billion unidentified people who want to use the technology. There’s a problem a little closer to home. As many of you will have read, the british digital identity scheme has not exactly been a success. While the needs are different, we would like to engage with that also. So we’d like an introduction to Matt Warner and the department for digital media, culture, and sport, because we’d like to bring the technology that we’re using throughout the world to help the british with its own identity scheme. Thank you for your time.