T Stamp Inc. Files 8-K on Equity Sales and Other Events

TL;DR

T Stamp Inc. filed an 8-K detailing material definitive agreements, unregistered equity sales, and other corporate events.

AI Summary

On September 3, 2024, T Stamp Inc. entered into a material definitive agreement related to unregistered sales of equity securities. The filing also covers other events and financial statements, with the company incorporated in Delaware and headquartered in Atlanta, Georgia.

Why It Matters

This filing provides crucial updates on T Stamp Inc.'s financial activities and corporate events, which could impact investor decisions and the company's stock performance.

Risk Assessment

Risk Level: medium — Filings related to material definitive agreements and unregistered equity sales can indicate significant corporate actions that may carry inherent risks.

Key Numbers

• 30305 — ZIP Code (Principal executive offices)
• 404-806-9906 — Phone Number (Registrant's telephone number)

Key Players & Entities

• T Stamp Inc. (company) — Registrant
• September 3, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Atlanta, Georgia (location) — Principal executive offices
• 001-41252 (identifier) — Commission File Number

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) — 70KB
• ex-11placementagencyagreem.htm (EX-1.1) — 97KB
• ex-41formofprexfundedwarra.htm (EX-4.1) — 108KB
• ex-42formofnewwarrant.htm (EX-4.2) — 121KB
• ex-51opinionofcrowdcheckla.htm (EX-5.1) — 24KB
• ex-101idaixspa2september20.htm (EX-10.1) — 279KB
• ex-102formofwarrantexercis.htm (EX-10.2) — 63KB
• ex-103terminationandreleas.htm (EX-10.3) — 41KB
• ex-104lockupagreement.htm (EX-10.4) — 27KB
• pressreleaseex-991idaitran.htm (EX-99.1) — 10KB
• image_0.jpg (GRAPHIC) — 6KB
• 0001718939-24-000152.txt ( ) — 1151KB
• 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 4.1 Form of Pre-Funded Warrant 4.2 Form of New Warrant 5.1 Opinion of CrowdCheck Law LLP 10.1+ Form of Securities Purchase Agreement by and between the Company and a certain institutional investor dated September 3, 2024 10.2 Form of Warrant Exercise Agreement, dated September 3, 2024, by and between T Stamp Inc. and the Institutional Investor 10.3 Form of Termination and Release Agreement 10.4 Form of Lock-Up Agreement 23.1 Opinion of CrowdCheck Law LLP (contained in Exhibit 5.1 above) 99.1 Press Release of the registrant issued September 3, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) + Pursuant to Item 601(a)(5) of Regulation S-K, schedules have been omitted and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request. 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: September 5, 2024

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View this 8-K filing on SEC EDGAR