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

TL;DR

T Stamp inked a big deal and sold some stock, filing details today.

AI Summary

On December 5, 2024, T Stamp Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and other events. The filing was made on December 6, 2024.

Why It Matters

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

Risk Assessment

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

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
• December 5, 2024 (date) — Date of earliest event reported
• December 6, 2024 (date) — Filing date
• 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
• $0.001 — A Common Stock at an exercise price of $0.001 per share and (ii) in a concurrent priv
• $0.54 — A Common Stock at an exercise price of $0.54 per share of Class A Common Stock (the
• $0 — spective Private Placement Warrants was $0.54, and the offering price per Pre-Fund
• $0.539 — fering price per Pre-Funded Warrant was $0.539. The securities to be issued in the re
• $3.0 million — raising gross proceeds of approximately $3.0 million before deducting placement agent fees a
• $5,249,993 — itional gross proceeds of approximately $5,249,993. 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 contai

Filing Documents

• idai-20241205.htm (8-K) — 57KB
• a11placementagencyagreement.htm (EX-1.1) — 98KB
• a41formofprefundedwarrants.htm (EX-4.1) — 93KB
• a42formofseriesawarrant.htm (EX-4.2) — 110KB
• a43formofseriesbwarrant.htm (EX-4.3) — 106KB
• a51opinionofcrowdchecklawl.htm (EX-5.1) — 25KB
• a101securitiespurchaseagre.htm (EX-10.1) — 289KB
• a102formoflock-upagreement.htm (EX-10.2) — 23KB
• a991pr.htm (EX-99.1) — 9KB
• image_0.jpg (GRAPHIC) — 6KB
• 0001718939-24-000218.txt ( ) — 1110KB
• idai-20241205.xsd (EX-101.SCH) — 2KB
• idai-20241205_lab.xml (EX-101.LAB) — 23KB
• idai-20241205_pre.xml (EX-101.PRE) — 13KB
• idai-20241205_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On December 5, 2024, T Stamp, Inc. (the " Company ") entered into a securities purchase agreement (the " SPA ") with an institutional investor (the " Purchaser "), pursuant to which the Company agreed to issue and sell to the Purchaser (i) in a registered direct offering, (a) 2,085,000 shares of Class A Common Stock (the " Shares "); and (b) Pre-Funded Warrants (the " Pre-Funded Warrants ") to purchase 3,470,548 shares of the Company's Class A Common Stock at an exercise price of $0.001 per share and (ii) in a concurrent private placement, common stock purchase warrants consisting of Series A common warrants exercisable for up to 5,555,548 shares of Class A Common Stock at an exercise price of $0.54 per share of Class A Common Stock (the " Series A Warrants "), and Series B common warrants exercisable for up to 4,166,661 shares of Class A Common Stock at an exercise price of $0.54 per share (the " Series B Warrants" , and collectively with the Series A Warrants, the " Private Placement Warrants "). The offering price per Share and respective Private Placement Warrants was $0.54, and the offering price per Pre-Funded Warrant was $0.539. 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 p

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales 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 is incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. On December 5, 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, an

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 December 5, 2024. 4.1 Form of Pre-Funded Warrant. 4.2 Form of Series A Warrant. 4.3 Form of Series B 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 December 5, 2024. 10.2 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 December 5, 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: December 6, 2024

View Full Filing

View this 8-K filing on SEC EDGAR