Item 1.01 Entry into a Material Definitive
Agreement.
Securities Purchase Agreement
On September 11, 2022, T Stamp Inc. (the “Company”)
entered into a Securities Purchase Agreement (the “SPA”) with a certain institutional investor. Pursuant to
the terms of the SPA, the investor 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 975,000 shares of Class A Common Stock, par value $0.01 of
the Company (the “Class A Common Stock”) and warrants to purchase 1,950,000 shares of Class A Common Stock of
the Company (the “Warrants”) for a total purchase price of $1,511,250.
Additionally, pursuant to the SPA, the Company
agreed to provide the investor a right of participation in any subsequent financings of the Company from the date of the Closing until
the date that is 18 months thereafter in which the Company issues shares of its common stock (or common stock equivalents). In such an
event, the investor will have the right to participate that financing in up to an amount equal to 30% of the amount raised in that financing
on the same terms, conditions and price provided to other investors in the financing.
On September 14, 2022 (the “Closing
Date”), the Closing of the SPA occurred. 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 and the Company’s officers and directors
entering into Lock-Up Agreements, the execution of which were conditions to the Closing of the SPA.
The foregoing description of the SPA does not
purport to be complete and is qualified in its entirety by reference to the full text of the SPA, a copy of which is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference
The Share Purchase
Pursuant the SPA, the investor agreed to purchase,
at the Closing, 975,000 shares of Class A Common Stock at a purchase price of $1.55 per share, with such purchase price being subject
to customary adjustments for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions as described
in the Warrants.
On the Closing Date, the investor completed the
share purchase, purchasing 975,000 shares of Class A Common Stock from the Company at a purchase price of $1.55 per share.
The Warrants
Pursuant the SPA, the Company agreed to issue,
as additional consideration for the share purchase described above, Warrants to purchase 1,950,000 shares of Class A Common Stock of the
Company at the Closing. On the Closing Date, the Company issued the Warrants to the investor.
The Warrants have an exercise price of $1.77 per
share, with such exercise price being subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of the Common Stock that occur while the Warrants are outstanding.
The Warrants also allow for a “cashless exercise” if, at
any time after the six (6) month anniversary of the issue date of the Warrants (i.e. March 14, 2023), there is no effective registration
statement registering the resale of the Class A Common Stock issuable pursuant to the Warrants. In such a case, then Warrants may also
be exercised, in whole or in part, by means of a cashless exercise in which the investor will be entitled to receive a number of shares
of Class A Common Stock as described in the Warrants.
The Warrants may be exercised at any time by the
investor starting on the issuance date (i.e. September 14, 2022) until the five (5) year and six (6) month anniversary thereafter.
The foregoing summary of the Warrants is not complete,
and is qualified by reference to a copy of the Warrants issued to the investor included as Exhibit 4.1 to this Current Report on Form
8-K.
Registration Rights Agreement
Pursuant to the SPA, the Company agreed to enter
into a registration rights agreement (the “Registration Rights Agreement”) with the investor, pursuant to which
the Company must file a registration statement on Form S-3 (or, if the Company is ineligible to use a Form S-3, another appropriate form)
with the Securities and Exchange Commission (the “SEC”) to register for resale the 975,000 shares of Class A
Common Stock to be purchased pursuant to the SPA, as well as the 1,950,000 shares of Class A Common Stock issuable upon exercise of the
Warrants within 15 days of the Closing of the SPA, with such registration statement becoming effective within 45 days after the Closing,
subject to adjustment in the event of a review by the SEC. The Company is subject to customary penalties and liquidated damages in the
event it does not meet certain filing requirements and deadlines set forth in the Registration Rights Agreement.
The Company entered into the Registration Rights
Agreement on September 11, 2022.
The foregoing summary of the Registration Rights Agreement is not complete,
and is qualified by reference to a copy of the Registration Rights Agreement included as Exhibit 10.2 to this Current Report on Form 8-K.
Lock-Up Agreement
Pursuant to the SPA, the Company agreed to enter
into lock-up agreements (collectively the “Lock-Up Agreements”) with our executive officers and directors at
the Closing. Under the Lock-Up Agreements, our executive officers and directors may not offer, sell, contract to sell, lend, hypothecate,
pledge or otherwise dispose of all shares of the Company’s Common Stock beneficially owned by them for a period of fifty (50) after
the effective date of the registration statement contemplated in the Registration Rights Agreement.
On the Closing Date, each of the Company’s
executive officers and directors entered into Lock-Up Agreements in the form included as Exhibit 10.3 to this Current Report on Form 8-K.
The foregoing summary of the Lock-Up Agreements is not complete, and
is qualified by reference to a copy of the form of the Lock-Up Agreement entered into by our officers and directors included as Exhibit
10.3 to this Current Report on Form 8-K.
Placement Agent Agreement
Pursuant to a placement agent agreement dated
September 11, 2022 (the “Placement Agent Agreement”), Maxim Group LLC (the “Placement Agent”)
was engaged by the Company to act as its placement agent in connection with the share and Warrant purchase under the SPA. The Company
agreed to pay the Placement Agent a cash fee equal to 6.0% of the gross proceeds received by the Company pursuant to the transactions
outlined in the SPA, in addition to the reimbursement of certain expenses.
As of the date of this Current Report on Form
8-K, the Company paid the Placement Agent $90,675, representing 6% of the total purchase price under the SPA of $1,511,250. Expense reimbursements under the Placement Agent Agreement total $35,000.
A copy of the Placement Agent Agreement is included
as Exhibit 10.4 to this Current Report on Form 8-K, and is incorporated by reference herein.