T Stamp Inc.
10/09/2026 | Press release | Distributed by Public on 10/09/2026 14:41
Material Agreement (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
On October 9, 2026 T Stamp, Inc. (the "Company") entered into an Equity Distribution Agreement (the "Agreement"), with Maxim Group LLC ("Maxim"), pursuant to which the Company may offer and sell, from time to time, through Maxim, as sales agent or principal, shares of its common stock, $0.01 par value per share (the "Common Stock").
Subject to the terms and conditions of the Agreement, Maxim will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of the Nasdaq Capital Market to sell shares of the Company's Common Stock from time to time based upon the Company's instructions, including any minimum price, time or size limits specified by the Company. Under the Agreement, Maxim may sell shares by any method deemed to be an "at the market" offering as defined in Rule 415 under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any other method permitted by law, including in privately negotiated transactions. Maxim's obligations to sell shares under the Agreement are subject to satisfaction of certain conditions, including customary closing conditions for transactions of this nature. The Company will pay Maxim a commission of 3.0% of the aggregate gross proceeds from each sale of shares and has agreed to reimburse Maxim for certain specified expenses of up to $40,000, aggregate, in addition to up to $3,000 quarterly for the Maxim's counsel's fees and any incidental expenses to be reimbursed by us. We have agreed to provide indemnification and contribution to Maxim against certain civil liabilities, including liabilities under the Securities Act.
The Company is not obligated to make any sales of its Common Stock under the Agreement and no assurance can be given that the Company will sell any shares under the Agreement, or, if it does, as to the price or amount of shares that the Company will sell, or the dates on which any such sales will take place. The Agreement may be terminated upon mutual termination by both Maxim and the Company upon the provision of fifteen (15) days written notice.
Sales of shares of Common Stock under the Agreement will be made pursuant to the Company's effective registration statement on Form S-3 (Registration No. 333-295319) (the "Registration Statement") which was declared effective April 30, 2026 and a related prospectus supplement which was filed with the U.S. Securities and Exchange Commission (the "SEC") on October 9, 2026 (the "ATM Prospectus"). The ATM Prospectus relates to the offering of up to $5,323,474 worth of shares of the Company's Common Stock from time to time. The issuance and sale, if any, of Common Stock under the Agreement is subject to the effectiveness of the Registration Statement and "baby shelf" limitations under General Instruction I.B.6. of Form S-3.
The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is incorporated herein as Exhibit 1.1.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the Agreement, nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
T Stamp Inc. published this content on October 09, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 09, 2026 at 20:41 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]