Current Report Filing (8-k)
August 18 2022 - 4:22PM
Edgar (US Regulatory)
0001718939
false
0001718939
2022-08-17
2022-08-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 17, 2022
T STAMP INC.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-41252 |
|
81-3777260 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
3017 Bolling Way NE, Floors 1 and 2, Atlanta,
Georgia 30305
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (404) 806-9906
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
Class A Common Stock, par value $0.01 per share |
|
IDAI |
|
The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 1.02 Termination of a Material Definitive
Agreement
On August
17, 2022, T Stamp Inc. (the “Company”) received a letter from U.S.
Immigration and Customs Enforcement (“ICE”) notifying the Company of ICE’s intent to fully terminate,
for convenience, the Company’s modified contract with ICE, initially awarded to the Company
on September 23, 2021 and modified on March 27, 2022 (the “ICE Contract”, originally filed as Exhibit
6.15 to the Company’s offering statement on Form 1-A filed with the Securities and Exchange Commission (the “SEC”)
on November 22, 2021), effective immediately.
The ICE Contract
contained multiple performance obligations on the part of the Company to be performed between March 27, 2022 and September 26,
2022, including software application development, phones, and services to assist ICE related to rapid enrolment in the ICE alternative
to detention program, and had a total contract award value of $7,176,364, of which the Company has received $3,920,764.00 to date.
The Company was instructed by ICE to immediately stop all work under
the ICE Contract. The Company will be paid a percentage of the compensation due under the ICE Contract reflecting the percentage of the
work performed by the Company under the ICE Contract prior to receiving this notice of termination, plus reasonable charges that the Company
incurred resulting from the termination.
Item 7.01 Regulation FD Disclosure.
On August 18, 2022, the Company sent
an email to certain of its stockholders notifying them that the Company is proposing to enter into a Securities Purchase Agreement with
an institutional investor pursuant to which, among other things, the institutional investor may purchase from the Company a convertible
promissory note in the principal amount of $6,000,000 and warrants in exchange for cash equal to 87.5% of the face value of the convertible
promissory note, upon the terms and conditions set forth in the Securities Purchase Agreement.
The Company notified these stockholders that,
in connection the proposed Securities Purchase Agreement, investors would be sent a Voting Agreement related to the Securities Purchase
Agreement, and requested stockholders to execute the Voting Agreement by August 19, 2022, if such stockholders are in favor of the Company
executing the Securities Purchase Agreement.
The information in this Item 7.01 disclosure is
being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities under that Section. In addition, the information in this Item
7.01 disclosure, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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: August 18, 2022
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