T Stamp Inc. Files 8-K Amendment

TL;DR

T Stamp filed an 8-K amendment on Sep 3rd covering material agreements and equity sales.

AI Summary

T Stamp Inc. filed an amendment (8-K/A) on September 13, 2024, to its report originally dated September 3, 2024. The amendment pertains to an entry into a material definitive agreement, unregistered sales of equity securities, and other events, including financial statements and exhibits. The company is incorporated in Delaware and headquartered in Atlanta, Georgia.

Why It Matters

This amendment provides updated information and potentially new details regarding material agreements and equity sales, which could impact investor understanding of the company's financial and operational status.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings can indicate new or revised material information that could affect the company's stock price.

Key Numbers

• 001-41252 — SEC File Number (Identifies the company's filing with the SEC.)
• 81-3777260 — IRS Employer Identification Number (Company's tax identification number.)

Key Players & Entities

• T Stamp Inc. (company) — Registrant
• September 3, 2024 (date) — Date of earliest event reported
• September 13, 2024 (date) — Filing date of amendment
• Delaware (jurisdiction) — State of incorporation
• Atlanta, Georgia (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — which registered Class A Common Stock, $0.01 par value per share IDAI The NASDAQ St
• $0.3223 — A Common Stock, at an exercise price of $0.3223 per share of Class A Common Stock. The
• $0.3213 — ffering price per Pre-Funded Warrant is $0.3213. The securities to be issued in the re
• $2.0 million — raising gross proceeds of approximately $2.0 million before deducting placement agent fees a
• $3.076 million — itional gross proceeds of approximately $3.076 million. The Company's primary use of the net p
• $45,000 — s expenses in an aggregate amount up to $45,000. The Placement Agency Agreement conta
• $1.34 — ock ") with a current exercise price of $1.34 per share (the " June 2023 Warrants ")
• $1.538 m — any from the Exercise was approximately $1.538 million, prior to deducting warrant induc
• $1.65 million — ts, the Company has provided payment of $1.65 million to HCM or its affiliate. The foregoin

Filing Documents

• idai-20240903.htm (8-K/A) — 82KB
• ex42idai-warrantrdowarrant.htm (EX-4.2) — 110KB
• 0001718939-24-000157.txt ( ) — 352KB
• idai-20240903.xsd (EX-101.SCH) — 2KB
• idai-20240903_lab.xml (EX-101.LAB) — 23KB
• idai-20240903_pre.xml (EX-101.PRE) — 13KB
• idai-20240903_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement On September 3, 2024, T Stamp Inc., a Delaware corporation (the " Company "), entered into a securities purchase agreement (the " SPA ") with a certain institutional investor, pursuant to which the Company agreed to issue and sell to the investor (i) in a registered direct offering Pre-Funded Warrants (the " Pre-Funded Warrants ") to purchase 1,432,399 shares of the Company's Class A Common Stock, par value $0.01 per share, (the " Class A Common Stock "), and (ii) in a concurrent private placement, common stock purchase warrants (the " Private Placement Warrants "), exercisable for an aggregate of up to 2,865,798 shares of Class A Common Stock, at an exercise price of $0.3223 per share of Class A Common Stock. The offering price per Pre-Funded Warrant is $0.3213. The securities to be issued in the registered direct offering were offered pursuant to the Company's shelf registration statement on Form S-3 (File 333-271091) (the " Shelf Registration Statement "), initially filed by the Company with the Securities and Exchange Commission (the " SEC ") under the Securities Act of 1933, as amended (the " Securities Act "), on April 3, 2023 and declared effective on April 12, 2023. The Pre-Funded Warrants are exercisable upon issuance and will remain exercisable until all of the Pre-Funded Warrants are exercised in full. The Private Placement Warrants (and the shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants) were not registered under the Securities Act, and were offered pursuant to an exemption from the registration requirements of the Securities Act provided u nder Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act . Pursuant to the SPA, the Company agreed to hold an annual or special meeting of its stockholders within sixty (60) days following the closing date of the SPA for the purp

02. Unregistered Sale of Equity Securities

Item 3.02. Unregistered Sale of Equity Securities. The applicable information set forth in Item 1.01 of this Current Report on Form 8-K (this " Form 8-K ") with respect to the issuance of the Private Placement Warrants and the New Warrants is incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. On September 3, 2024, the Company issued a press release announcing the transaction discussed in Item 1.01. A copy of that press release is being furnished herewith as Exhibit 99.1. Cautionary Statement Regarding Forward-Looking Statements This Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements that express the Company's intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company's future activities, or future events or conditions, which can be identified by terminology such as "may," "will," "expects," "anticipates," "aims," "potential," "future," "intends," "plans," "believes," "estimates," "continue," "likely to" and other similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements are not historical facts and are based on current expectations, estimates and projections about the Company's business based, in part, on assumptions made by its management, including, without limitation, the intended use of proceeds upon consummation of the Offering. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict, many of which are beyond the Company's control, including, among other things, the Company's ability to maintain its listing of Class A Common Stock on the Nasdaq Capital Market, and those risks that may be included in the periodic reports and other filings that the Company files from time to time with the SEC, which may cause the Company's actual results, performance and achievements to differ materially from those contained in any forward-looking statement. Any forward-looking statements speak only as of the date on which they are made, a

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are filed or furnished with this Current Report on Form 8-K: Exhibit No. Description 1.1 Placement Agency Agreement by and between the Company and the Placement Agent entered into on September 3, 2024 (Incorporated by reference to exhibit 1.1 to the Company's Current Report on Form 8-K filed with the SEC on September 3, 2024). 4.1 Form of Pre-Funded Warrant (Incorporated by reference to exhibit 4 .1 to the Company's Current Report on Form 8-K filed with the SEC on September 3, 2024). 4.2 F orm of Pr ivate Placement Warrant 4.3 Form of New Warrant (Incorporated by reference to exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on September 3, 2024). 5.1 Opinion of CrowdCheck Law LLP (Incorporated by reference to exhibit 5.1 to the Company's Current Report on Form 8-K filed with the SEC on September 3, 2024). 10.1+ Form of Securities Purchase Agreement by and between the Company and a certain institutional investor dated September 3, 2024 (Incorporated by reference to exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 3, 2024). 10.2 Form of Warrant Exercise Agreement, dated September 3, 2024, by and between T Stamp Inc. and the Institutional Investor (Incorporated by reference to exhibit 10.12 to the Company's Current Report on Form 8-K filed with the SEC on September 3, 2024). 10.3 Form of Termination and Release Agreement (Incorporated by reference to exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on September 3, 2024). 10.4 Form of Lock-Up Agreement (Incorporated by reference to exhibit 10.4 to the Company's Current Report on Form 8-K filed with the SEC on September 3, 2024). 23.1 Opinion of CrowdCheck Law LLP (contained in Exhibit 5.1 above) 99.1 Press Release of the registrant issued September 3, 2024 (Incorporated by reference to exhibit 99.1 to the Company'

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View this 8-K/A filing on SEC EDGAR