T Stamp Inc. to be Acquired by CDPQ Affiliate

TL;DR

T Stamp going private via acquisition by CDPQ affiliate, expected Q1 2025.

AI Summary

T Stamp Inc. announced on November 1, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of CDPQ. The transaction is expected to close in the first quarter of 2025, subject to customary closing conditions. This acquisition will result in T Stamp Inc. becoming a privately held company.

Why It Matters

This acquisition signifies a significant change in ownership for T Stamp Inc., transitioning it from a publicly traded entity to a private one, which could impact its strategic direction and shareholder structure.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, and the transition to a private company introduces new dynamics that could affect future performance and investor relations.

Key Players & Entities

• T Stamp Inc. (company) — Registrant
• CDPQ (company) — Acquiring entity's affiliate
• November 1, 2024 (date) — Date of report and announcement
• first quarter of 2025 (date) — Expected closing period for the acquisition

FAQ

Key Financial Figures

• $0.01 — which registered Class A Common Stock, $0.01 par value per share IDAI The NASDAQ Sto
• $2,500,000 — intain stockholders' equity of at least $2,500,000 (the " Stockholders' Equity Requirement
• $0.435 — to a certain institutional investor at $0.435 per share in exchange for the three pro
• $2,000,000 — for the three promissory notes totaling $2,000,000 in combined principal, which had the ef
• $5,000,000 — Company a non-refundable license fee of $5,000,000 in the form of a prepaid warrant issued
• $1.00 — shares of common stock of Boumarang at $1.00 per share. This had the effect of incre
• $2.0 million — onal investors, receiving approximately $2.0 million in gross proceeds, which, after deducti
• $1.65 million — mpany, as well as a one-time payment of $1.65 million to a former warrantholder of the Compan
• $183,662.37 — at it held, resulted in net proceeds of $183,662.37 to the Company, and increased the Compa

Filing Documents

• idai-20241101.htm (8-K) — 32KB
• 0001718939-24-000184.txt ( ) — 162KB
• idai-20241101.xsd (EX-101.SCH) — 2KB
• idai-20241101_lab.xml (EX-101.LAB) — 23KB
• idai-20241101_pre.xml (EX-101.PRE) — 13KB
• idai-20241101_htm.xml (XML) — 3KB

01. Other Events

Item 8.01. Other Events. Regain of Compliance with Nasdaq Listing Rule 5550(b)(1) As previously disclosed, on May 30, 2024, T Stamp Inc. (the " Company ") received a deficiency letter from the staff of the Listing Qualifications Department (the " Staff ") of the Nasdaq Stock Market (" Nasdaq ") notifying the Company that it is not in compliance with the minimum stockholders' equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on the Nasdaq Capital Market to maintain stockholders' equity of at least $2,500,000 (the " Stockholders' Equity Requirement "). The notification received had no immediate effect on the Company's continued listing on the Nasdaq Capital Market, subject to the Company's compliance with the other continued listing requirements. In accordance with Nasdaq rules, the Company was provided 45 calendar days, or until July 15, 2024, to submit a plan to regain compliance (the " Compliance Plan ") with the listing rules for the Nasdaq Capital Market. If the Compliance Plan was acceptable to the Staff, they may grant an extension of 180 calendar days from the date of the Staff's letter to regain compliance with the Stockholders' Equity Requirement. The Company submitted a Compliance Plan to the Staff on July 15, 2024, which was supplemented by additional materials on August 8, 2024. Based on the Company's submission, the Staff agreed to grant the Company an extension until November 26, 2024 to regain compliance with the Stockholders' Equity Requirement. Since then, the Company has completed the following transactions: On July 13, 2024, the Company issued 4,597,701 shares of Class A Common Stock to a certain institutional investor at $0.435 per share in exchange for the three promissory notes totaling $2,000,000 in combined principal, which had the effect of increasing the Company's stockholder equity by $2,000,000. (For additional details on this transaction, see the Company's

Forward-Looking Statements

Forward-Looking Statements Certain information contained in this Current Report on Form 8-K includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We may, in some cases, use terms such as "predicts," "believes," "potential," "continue," "anticipates," "estimates," "expects," "plans," "intends," "may," "could," "might," "likely," "will," "should" or other words that convey the uncertainty of the future events or outcomes to identify these forward-looking statements. Our forward-looking statements are based on the current beliefs and expectations of our management team that involve risks, potential changes in circumstances, assumptions, and uncertainties, including statements regarding compliance with Nasdaq rules, and our financial condition, growth, and strategies. Any or all of the forward-looking statements may turn out to be wrong or be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. These forward-looking statements are subject to risks and uncertainties including risks related to our ability to regain compliance with Nasdaq's continued listing requirements or otherwise maintain compliance with any other listing requirement of the Nasdaq Capital Market, the potential de-listing of our shares on the Nasdaq Capital Market, and the other risks set forth in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2022 and our Quarterly Reports on Form 10-Q. For all these reasons, actual results and developments could be materially different from those expressed in or implied by our forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of this Current Report on Form 8-K. We undertake no obligation to publicly update such for

View Full Filing

View this 8-K filing on SEC EDGAR