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

TL;DR

T Stamp Inc. filed an 8-K on 7/13/24 detailing a material agreement and equity sales.

AI Summary

On July 13, 2024, T Stamp Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing details are associated with accession number 0001718939-24-000122.

Why It Matters

This 8-K filing indicates significant corporate activity for T Stamp Inc., including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Numbers

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

Key Players & Entities

• T Stamp Inc. (company) — Registrant
• 0001718939-24-000122 (document_id) — Accession Number
• July 13, 2024 (date) — Date of earliest event reported
• 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 Sto
• $0.435 — mpany (the " Class A Common Stock ") at $0.435 per share, which was equal to the closi
• $500,000 — haser to the Company comprised of (i) a $500,000 promissory note payable on July 31, 202
• $1,000,000 — payable on August 31, 2024; and (iii) a $1,000,000 promissory note payable within three (3
• $2,000,000 — missory notes described above, totaling $2,000,000 in combined principal. The Closing of t

Filing Documents

• idai-20240713.htm (8-K) — 41KB
• a41promissorynotedueandpay.htm (EX-4.1) — 33KB
• a42promissorynotedueandpay.htm (EX-4.2) — 35KB
• a43formofpromissorynotedue.htm (EX-4.3) — 34KB
• a101securitiespurchaseagre.htm (EX-10.1) — 185KB
• a102registrationrightsagre.htm (EX-10.2) — 143KB
• a103votinglimitations.htm (EX-10.3) — 8KB
• 0001718939-24-000122.txt ( ) — 699KB
• idai-20240713.xsd (EX-101.SCH) — 2KB
• idai-20240713_lab.xml (EX-101.LAB) — 23KB
• idai-20240713_pre.xml (EX-101.PRE) — 13KB
• idai-20240713_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On July 13, 2024, T Stamp, Inc. (the " Company" ) entered into a Securities Purchase Agreement (the " SPA ") with a certain investor (the " Purchaser "). Pursuant to the terms of the SPA, the Purchaser 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 4,597,701 shares of Class A Common Stock, par value $0.01 of the Company (the " Class A Common Stock ") at $0.435 per share, which was equal to the closing price of the Company's Class A Common Stock on the Nasdaq Stock Market on July 11, 2024. The total purchase price for the shares was agreed to be paid pursuant to three promissory notes issued by the Purchaser to the Company comprised of (i) a $500,000 promissory note payable on July 31, 2024; (ii) a $500,000 promissory note payable on August 31, 2024; and (iii) a $1,000,000 promissory note payable within three (3) trading days of an effective resale registration statement as contemplated by the Registration Rights Agreement (described further below in this Current Report on Form 8-K). None of the promissory notes accrue interest, and each may be repaid before their respective due dates. On July 13, 2024 (the " Closing Date") , the Closing of the SPA occurred, and the Company issued 4,597,701 shares of Class A Common Stock to the Purchaser at $0.435 in exchange for the three promissory notes described above, totaling $2,000,000 in combined principal. 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. Additionally, as part of the Closing of the SPA, the Purchaser executed a Voting Limitation Agreement, described below. The foregoing description of the SPA does not purport to be complete and is qualif

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 the Closing Date, the Company sold a total of 4,597,701 shares of Class A Common Stock to Purchaser in exchange for three promissory notes in the total principal amount of $2,000,000, representing a purchase price of $0.435 per share, which was equal to the closing price of the Company's Class A Common Stock on the Nasdaq Stock Market on July 11, 2024. The promissory notes issued by the Purchaser are still outstanding as of the date of this Current Report on Form 8-K. Pursuant to the SPA, the Company agreed that the proceeds from sales of the shares of Common Stock pursuant to the SPA 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 were offered and sold pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933 contained in 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 Form of Promissory Note due and payable on July 31, 2024 ($500,000) 4.2 Form of Promissory Note due and payable on August 31, 2024 ($500,000) 4.3 Form of Promissory Note due and payable within three days of an effective resale registration statement ($1,000,000) 10.1 Securities Purchase Agreement dated July 13, 2024 10.2 Registration Rights Agreement dated July 13, 2024 10.3 Voting Limitation Agreement Registration dated July 13, 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: July 18, 2024

View Full Filing

View this 8-K filing on SEC EDGAR