T Stamp Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

T Stamp filed an 8-K for a material agreement and equity sales on April 1st.

AI Summary

T Stamp Inc. announced on April 1, 2024, that it entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. Specific details regarding the agreement and sales were not provided in this initial filing.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and unregistered equity sales, which can introduce financial and operational risks if not managed properly.

Key Players & Entities

• T Stamp Inc. (company) — Registrant
• April 1, 2024 (date) — Date of earliest event reported
• 001-41252 (other) — SEC File Number
• 81-3777260 (other) — I.R.S. Employer Identification Number
• 3017 Bolling Way NE, Floors 1 and 2, Atlanta, Georgia 30305 (address) — Principal executive offices
• ( 404 ) 806-9906 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — which registered Class A Common Stock, $0.01 par value per share IDAI The NASDAQ Sto
• $1,936,000 — rant A ") for a total purchase price of $1,936,000. Additionally, pursuant to the SPA, th
• $0.968 — s A Common Stock at a purchase price of $0.968 per share, with such purchase price bei
• $0.00 — at the Closing at an exercise price of $0.00 per share. On the Closing Date, the Com
• $1.06 — exercise prices of $0.968 per share and $1.06 per share, respectively, with such exer
• $135,520 — K, the Company paid the Placement Agent $135,520, representing 7% of the total purchase
• $10,000 — der the Placement Agent Agreement total $10,000. The foregoing summary of the Placemen
• $0 — of Class A Common Stock exercisable at $0 per share for Warrant A, as well as war

Filing Documents

• idai-20240401.htm (8-K) — 48KB
• ex41warranta.htm (EX-4.1) — 112KB
• ex42warrantb.htm (EX-4.2) — 113KB
• ex43warrantc.htm (EX-4.3) — 99KB
• ex101securitiespurchaseagr.htm (EX-10.1) — 170KB
• ex102registrationrightsagr.htm (EX-10.2) — 89KB
• ex103placementagentagreeme.htm (EX-10.3) — 78KB
• 0001718939-24-000047.txt ( ) — 985KB
• idai-20240401.xsd (EX-101.SCH) — 2KB
• idai-20240401_lab.xml (EX-101.LAB) — 23KB
• idai-20240401_pre.xml (EX-101.PRE) — 13KB
• idai-20240401_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement On April 1, 2024, T Stamp Inc. (the " Company ") entered into a Securities Purchase Agreement (the " SPA ") with a certain institutional investor. Pursuant to the terms of the SPA, the investor agreed, at the closing of the SPA (the " Closing ") and upon the terms and subject to the conditions set forth in the SPA, to purchase from the Company 499,990 shares of Class A Common Stock, par value $0.01 of the Company (the " Class A Common Stock ") and pre-funded warrants to purchase 1,500,010 shares of Class A Common Stock of the Company (the " Warrant A ") for a total purchase price of $1,936,000. Additionally, pursuant to the SPA, the Company agreed to issue to the investor a stock purchase warrant for the purchase of 2,000,000 shares of the Company's Class A Common Stock (" Warrant B "), and a stock purchase warrant for the purchase of 1,600,000 shares of the Company's Class A Common Stock (" Warrant C "), (Warrant A, Warrant B and Warrant C shall collectively be referred to herein as the " Warrants "). The Company agreed to provide the investor a right of participation in any subsequent financings of the Company from the date of the Closing until the date that is 18 months thereafter in which the Company issues shares of its common stock (or common stock equivalents). In such an event, the investor will have the right to participate in that financing in up to an amount equal to 25% of the amount raised in that financing on the same terms, conditions and price provided to other investors in the financing. On April 3, 2024 (the " Closing Date ") , the Closing of the SPA occurred. The Closing of the SPA was subject to a number of customary closing conditions, including, but not limited to, the Company's entry into a Registration Rights Agreement, the execution of which were conditions to the Closing of the SPA. The foregoing description of the SPA does not purport to be complete

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02 in its entirety. On April 3, 2024, the Company sold 499,990 shares of Class A Common Stock to the investor at $0.968 per share, and sold pre-funded warrants at $0.968 per warrant to purchase 1,500,010 shares of Class A Common Stock exercisable at $0 per share for Warrant A, as well as warrants to purchase 2,000,000 shares of Class A Common Stock exercisable at $0.968 per share for Warrant B (subject to adjustment), and warrants to purchase 1,600,000 shares of Class A Common Stock exercisable at $1.06 per share for Warrant C (subject to adjustment). The aggregate purchase price for the 499,990 shares, pre-funded Warrant A, as well as Warrants B and Warrant C was $1,936,000. Pursuant to the SPA, the Company agreed that the proceeds from the above sales of securities would be used for working capital purposes, and not for the satisfaction of any portion of the Company's debt. The shares of Class A Common Stock and Warrants were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

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 4.1 Warrant A issued to the investor dated April 1 , 2024 4.2 Warrant B issued to the investor dated April 1 , 2024 4. 3 Warrant C issued to the investor dated April 1 , 2024 10.1 Securities Purchase Agreement dated April 1 , 2024 10.2 Registration Rights Agreement dated April 1 , 2024 10.3 Placement Agent Agreement dated April 1 , 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. T STAMP INC. By: /s/ Gareth Genner Name: Gareth Genner Title: Chief Executive Officer Dated: April 4, 2024

View Full Filing

View this 8-K filing on SEC EDGAR