Trust Stamp (Nasdaq: IDAI) takes $5.51M secured note amid short-selling
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
T Stamp Inc. entered into a Note Purchase Agreement with Streeterville Capital, issuing a secured promissory note with a $5,510,000 principal balance, including a $500,000 original issue discount and $10,000 of transaction expenses, for cash proceeds of $5,000,000. The note bears 9% annual interest, matures on June 25, 2028, and is secured by all company assets, with tight covenants restricting new debt and liens without investor consent. From June 25, 2027, the investor can demand monthly redemptions, and from December 25, 2026 an exit fee of 7% applies to repayments, while default raises interest to 22%. In an accompanying press release, the CEO said the company chose this 24‑month loan instead of equity, citing apparent short selling pressure, and noted that the financing adds $5 million of cash and lifts cash plus receivables above $7.6 million, up from more than $2.6 million previously.
Positive
- Liquidity strengthened: The secured note provides $5,000,000 of cash, increasing the company’s cash and receivables from more than $2.6 million to over $7.6 million, which management says covers operational needs.
Negative
- Expensive, restrictive debt: The financing includes a $500,000 original issue discount, 9% interest, a 7% exit fee on repayments after December 25, 2026, tight covenants, and a 22% default interest rate secured on all assets.
Insights
Trust Stamp gains liquidity via costly, highly structured secured debt.
T Stamp Inc. has taken on a $5.51M secured promissory note, receiving $5M in cash while accepting a $500k original issue discount and $10k expense gross-up. The note carries 9% interest to a June 25, 2028 maturity and is secured by all assets.
The structure adds meaningful constraints. Mandatory prepayments tied to future financings, monthly redemption rights from June 25, 2027, a 7% exit fee on repayments after December 25, 2026, and a 22% default rate concentrate risk if cash generation lags. Tight covenants limit new debt and liens without investor consent.
The press release states cash and receivables exceeded $2.6M before the deal and now exceed $7.6M, suggesting a sizeable liquidity boost. The CEO frames the move as a response to apparent short selling rather than immediate funding stress, but overall this is a relatively expensive financing with strong protections for the lender.
8-K Event Classification
4 items: 1.01, 2.03, 8.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Note principal: $5,510,000
Original issue discount: $500,000
Cash proceeds: $5,000,000
+5 more
8 metrics
Note principal
$5,510,000
Secured promissory note principal amount issued to investor
Original issue discount
$500,000
Discount included in initial principal balance
Cash proceeds
$5,000,000
Purchase price of note after OID and expenses
Interest rate
9% per annum
Stated interest on the secured promissory note
Default interest rate
22% per annum
Interest rate after an event of default
Exit fee
7% of repayments
Applies to payments on or after December 25, 2026
Liquidity before financing
$2.6M+
Cash and receivables prior to note closing, per CEO
Liquidity after financing
$7.6M+
Cash and receivables after adding net $5M from note
Key Terms
original issue discount, Exit Fee, Fundamental Transaction, Security Agreement, +2 more
6 terms
original issue discount financial
"The Note carries an original issue discount of $500,000 (the “OID”)."
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
Exit Fee financial
"All payments made under this Note on or after December 25, 2026 ... will be subject to an exit fee of seven percent (7%)."
A fee charged when an investor or customer ends a position, redeems shares, or terminates a contract before a set time. It functions like a penalty for breaking an agreement — similar to an early-cancellation charge on a subscription — and reduces the cash you receive from a sale or withdrawal. Investors care because it can lower net returns, influence the timing of trades, and change the true cost of exiting an investment.
Fundamental Transaction financial
"the execution or consummation of a "Fundamental Transaction" (i.e. a merger, sale of all or substantially all assets, change of control..."
Security Agreement financial
"as further described in the related Security Agreement between the Company and the Investor filed as Exhibit 10.3"
A security agreement is a legal contract in which a borrower promises specific assets as collateral to a lender until a debt is repaid. Think of it like leaving your car keys with a mechanic while they fix the car — the lender can take or sell the pledged assets if the borrower defaults. For investors, these agreements reveal which company assets are tied up, who gets paid first in trouble, and how risky other creditors’ claims may be.
off-Balance Sheet Arrangement financial
"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant."
An off-balance sheet arrangement is a financial commitment or asset that a company keeps out of its main financial statements so it does not show up as a direct asset or liability. Think of it like renting equipment or using a separate storage locker instead of putting the item in your home: the economic effects exist, but they aren’t listed on the company’s primary balance sheet. Investors care because these arrangements can hide risks, obligations or sources of cash flow that affect a company’s true financial strength and future performance.
short selling financial
"Over recent weeks, apparent short selling has forced the price of the Company’s stock down."
An investing strategy where someone borrows shares and sells them now, planning to buy them back later at a lower price to return to the lender, pocketing the difference; if the price rises instead, the borrower loses money. Think of it like borrowing a book to sell today and hoping you can repurchase it cheaper later. Short selling matters because it lets investors bet against overvalued stocks, can add market liquidity and price discovery, but it also increases volatility and carries the risk of large or unlimited losses.
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): June 25, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(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 | ||||||||||||
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. o
Item 1.01 Entry into a Material Definitive Agreement.
On June 25, 2026, T Stamp, Inc. (the “Company”) entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with Streeterville Capital LLC (the “Investor”) pursuant to which the Company issued a Secured Promissory Note (the “Note”) to the Investor in the principal amount of $5,510,000.
The Note carries an original issue discount of $500,000 (the “OID”). In addition, Company agreed to pay $10,000 to the Investor to cover Investor’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of the Note (the “Transaction Expense Amount”). The OID and Transaction Expense Amount were included in the initial principal balance of the Note. The purchase price of the Note, therefore, was $5,000,000, computed as follows: $5,510,000 initial principal balance, less the OID, less the Transaction Expense Amount.
The Note accrues interest at nine percent (9%) per annum and is due and payable on June 25, 2028. The Company may prepay all or a portion of the outstanding principal and interest of the Note at any time. In addition, any time the Company receives any money in connection with any fundraising or financing transaction (including, but not limited to, any warrant exercises, “at the market” financing, equity line of credit or debt financing), it must immediately make a mandatory prepayment to the Investor in an amount equal to the lesser of (a) fifty percent (50%) of the amount raised in such transaction, and (b) the total outstanding balance due under the Note as of the closing date of such financing, payable within two (2) trading days of receiving such amount.
Further, beginning on June 25, 2027 (the “Redemption Start Date), the Investor has the right, in its sole discretion, to redeem up to a specified maximum monthly amount due under the Note by delivering one or more written redemption notices to the Company. Upon receipt of a redemption notice, the Company is required to pay the applicable redemption amount plus an Exit Fee (as defined further below) in cash within two trading days. If, by the end of any month following the Redemption Start Date, the Company has not reduced the outstanding balance by at least the maximum monthly redemption amount, the Company must pay the shortfall (plus the Exit Fee) in cash by the fifth day of the following month. Failure to do so will result in an automatic increase of the outstanding balance by 1% as of such date.
All payments made under this Note on or after December 25, 2026 (including, but not limited to, repayment of the Note at maturity or thereafter) will be subject to an exit fee of seven percent (7%) of the portion of the outstanding balance being repaid (the “Exit Fee”).
The Note includes customary default trigger events, including, among others: (i) failure by the Company to timely make payments due under the Note; (ii) bankruptcy or insolvency events involving the Company; (iii) the execution or consummation of a "Fundamental Transaction" (i.e. a merger, sale of all or substantially all assets, change of control, recapitalization, or other business combination or restructuring involving the Company or its subsidiaries that results in a change in voting power or asset ownership without full repayment of the Note); (iv) breaches of covenants or other agreements in the Note or related transaction documents; (v) material misstatements of representations or warranties; and (vi) entry of certain judgments against the Company. Upon the occurrence of a trigger event, the Investor may elect to increase the outstanding balance of the Note or require the Company to cure the event within five trading days. If uncured, the trigger event becomes an event of default. Upon an event of default, the Investor may accelerate the Note, making the outstanding balance immediately due and payable at the “Mandatory Default Amount,” and interest will begin accruing at a default interest rate of 22% per annum (or the maximum rate permitted by law). Certain insolvency-related trigger events result in an automatic default and acceleration without notice. Following an event of default, the Investor also has the right to seek injunctive relief prohibiting the Company from issuing shares of its common stock or preferred stock to any party unless fifty percent (50%) of the gross proceeds of such issuance are simultaneously used to repay the Note, and to seek injunctive relief preventing the Company from consummating any Fundamental Transaction if the Note is not being repaid in full upon consummation of the Fundamental Transaction. The Note also includes a waiver of offset and counterclaim rights by the Company.
Pursuant to the Note Purchase Agreement, the Company has agreed to certain additional covenants that remain in effect until all obligations under the Note, Note Purchase Agreement, and Security Agreement (collectively, the “Transaction Documents”) are paid and performed in full. The Company may not, without the prior written consent of the Investor (which consent may be granted or withheld in the Investor’s sole and absolute discretion): (i) issue or incur any debt obligations, other than ordinary-course trade payables, or issue any convertible securities, variable-price securities, or securities with price reset provisions; or (ii) grant any lien, security interest, or encumbrance on any of the Company’s assets to any third party. At-the-market facilities, fixed-price primary equity offerings, and warrants without variable pricing mechanics are not subject to this restriction. In addition, if the Company enters into any future financing with terms that are more economically favorable to the new investor than those provided to the Investor in the Transaction Documents,
the Investor has the right to require that such more favorable terms be incorporated into the Transaction Documents on a retroactive basis.
The Company’s obligations under the Note are secured by all of Company’s assets as further described in the related Security Agreement between the Company and the Investor filed as Exhibit 10.3 to this Current Report on Form 8-K.
The foregoing is intended to be a summary of the Note Purchase Agreement, the Note, and the Security Agreement, and is qualified by reference to each of these documents which are filed as Exhibits 10.1, 10.2, and 10.3 to this Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this report is incorporated into this Item 2.03.
Item 8.01 Other Events.
Press Release
On June 25, 2026, the Company issued a press release announcing its entry into the Transaction Documents described in Item 1.01 of this report. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The forgoing description of the press release does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the press release, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section, and is not deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
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 | |||||||
10.1 | Note Purchase Agreement dated June 25, 2026 between the Company and the Investor | |||||||
10.2 | Secured Promissory Note dated June 25, 2026 issued to the Investor | |||||||
10.3 | Security Agreement dated June 25, 2026 between the Company and the Investor | |||||||
99.1 | Press Release of T Stamp Inc. dated June 25, 2026 | |||||||
| 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: June 25, 2026
Exhibit 99.1
T STAMP INC
(‘Trust Stamp’ or ‘The Company’)
Nasdaq: IDAI
Trust Stamp announces the closing of $5.51m financing and addresses short-selling
Atlanta, GA, June 25, 2026 (GLOBE NEWSWIRE) -- Trust Stamp (Nasdaq: IDAI): Gareth N. Genner, Chief Executive Officer of the Company commented: “Over recent weeks, apparent short selling has forced the price of the Company’s stock down. I suspect that the short sellers were working on the mistaken assumption that we were in need of an immediate equity injection which would be prejudiced by a precipitous fall in the stock price.
Although the Company had cash on hand and receivables in excess of $2.6m, together with ongoing revenue receipts, our board decided to enter into a financing to address the shorting by unequivocally demonstrating that the Company has sufficient cash resources for its operational needs. Given the current stock price, we did not want to issue equity and opted for a 24-month loan which we can repay at any time. The financing provides net $5m cash effective today and brings our cash on hand and receivable balance over $7.6m.
I regard the outlook for the Company as very positive and the short selling as opportunistic manipulation versus an informed perspective on the Company and our business. On July 17, 2026 I will provide a comprehensive written update on the business and host a conference call for our shareholders.
| Inquiries | |||||
| Investors: | shareholders@truststamp.ai | ||||
About Trust Stamp
Trust Stamp is a global provider of AI-powered services for use in multiple sectors including banking and finance, regulatory compliance, government, healthcare, real estate, communications, and humanitarian services. Its technology empowers organizations via advanced solutions that reduce fraud, tokenize and secure data, securely authenticate users while protecting personal privacy, reduce friction in digital transactions, and increase operational efficiency, enabling customers to accelerate secure financial inclusion and reach and serve a broader base of users worldwide.
With team members from twenty-two nationalities in eight countries across North America, Europe, Asia, and Africa, Trust Stamp trades on the Nasdaq Capital Market (Nasdaq: IDAI).
Safe Harbor Statement: Caution Concerning Forward-Looking Remarks
All statements in this release that are not based on historical fact are “forward-looking statements” including within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The information in this announcement may contain forward-looking statements and information related to, among other things, the company, its business plan and strategy, and its industry. These statements reflect management’s current views with respect to future events-based information currently available and are subject to risks and uncertainties that could cause the company’s actual results to differ materially from those contained in the forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company does not undertake any obligation to revise or update these forward-looking statements to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events.
FAQ
What financing did T Stamp Inc. (IDAI) announce in this 8-K?
T Stamp Inc. issued a secured promissory note with a $5,510,000 principal balance to Streeterville Capital. After a $500,000 original issue discount and $10,000 expenses, the company received $5,000,000 in cash proceeds to support operations.
What are the key terms of T Stamp’s new secured promissory note?
The note carries 9% annual interest, matures on June 25, 2028, and is secured by all company assets. Repayments after December 25, 2026 incur a 7% exit fee, and an event of default increases the interest rate to 22% per year.
How does the Streeterville Capital financing affect T Stamp’s liquidity?
Management states the financing provides $5 million of cash effective immediately. According to the CEO, this raises T Stamp’s combined cash and receivables from more than $2.6 million to over $7.6 million, supporting the company’s operational funding needs.
What restrictions and covenants are attached to T Stamp’s new debt?
Until obligations are repaid, T Stamp generally may not incur additional debt (beyond trade payables), issue variable-price or convertible securities, or grant liens on assets without investor consent. Future, more favorable financing terms must be extended retroactively to this investor.
How will future financings interact with T Stamp’s Streeterville Capital note?
Whenever T Stamp receives funds from financings, it must make a mandatory prepayment equal to the lesser of 50% of the amount raised or the note’s outstanding balance. After June 25, 2027, the investor can also demand monthly redemptions in cash.
What did T Stamp’s CEO say about short selling and the financing?
The CEO said apparent short selling had pressured the share price and suggested short sellers expected an equity raise. He stated the company chose a 24‑month loan instead of issuing equity to demonstrate sufficient cash resources and described the short selling as opportunistic.