[8-K] T Stamp Inc. Reports Material Event

Rhea-AI Filing Summary

T Stamp Inc. (NASDAQ: IDAI) filed an 8-K announcing a secured financing with Streeterville Capital LLC. On July 1, 2025, the company issued a $2.21 million secured promissory note carrying a 9% annual interest rate and an original-issue discount of $200,000. After deducting the OID and a $10,000 expense reimbursement, net proceeds equal $2.0 million, providing near-term liquidity.

Key terms

• Maturity: November 1, 2026; prepayment permitted at any time.
• Mandatory prepayment: 50% of future capital-raising proceeds (up to outstanding balance) must be remitted within two trading days.
• Investor redemption right: Beginning March 1, 2026, Investor may redeem monthly amounts; any unmet shortfall increases principal by 1%.
• Exit fee: 7% applies to all repayments made on or after the Redemption Start Date.
• Collateral: First-priority lien on all company assets and intellectual property.
• Default provisions: 22% default rate and acceleration to the “Mandatory Default Amount” upon specified trigger events, including covenant breaches or change-of-control transactions.

The transaction supplies cash but imposes stringent covenants, mandatory repayments tied to future financings, exit fees, and blanket liens, collectively elevating financial risk and limiting flexibility.

Positive

• $2.0 million in immediate net proceeds strengthens short-term liquidity position.

Negative

• High effective cost of capital (9% coupon plus 7% exit fee and 1% step-ups) increases interest burden.
• Mandatory prepayment of 50% of future raises constrains subsequent financing flexibility.
• All-asset and IP collateral limits borrowing capacity for future secured debt.
• Investor redemption rights starting March 2026 create ongoing liquidity pressure.
• Default interest of 22% and acceleration language heighten balance-sheet risk.

Insights

Credit Analyst

TL;DR: Liquidity boost offset by highly investor-friendly terms, heavy collateralization, and punitive default metrics; net credit-negative despite immediate cash.

The note provides $2 million of cash, equivalent to roughly one quarter of IDAI’s 2024 operating cash burn (not disclosed here, but historically elevated). However, the 9% coupon plus 7% exit fee inflates the effective yield above 12%. Mandatory prepayments tied to any future fundraising materially constrain the company’s ability to raise growth capital without simultaneously retiring debt. The March 2026 redemption mechanism further pressures liquidity by creating semi-monthly put rights. Full asset and IP pledges subordinate all other creditors and could complicate subsequent secured financing. A 22% default rate and automatic 1% principal step-ups add escalation risk. Overall, the agreement trades near-term cash for restrictive covenants and expensive capital, a negative credit trade-off.

FALSE000171893900017189392025-07-082025-07-08

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): July 8, 2025

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, Floor 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:

o						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o						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, $0.01 par value per share

IDAI

The NASDAQ Stock Market LLC

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 July 1, 2025, T Stamp, Inc. (the “Company”) entered into a Note Purchase Agreement (the “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 $2,210,000.

The Note carries an original issue discount of $200,000 (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 $2,000,000.00, computed as follows: $2,210,000 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 November 1, 2026. 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 March 1, 2026 (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. Mandatory prepayments do not satisfy the Company’s redemption obligations under this provision.

All payments made under this Note after the Redemption Start Date (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 or certain adverse proxy activity. 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. The Note also includes a waiver of offset and counterclaim rights by the Company.

The Company’s obligations under the Note are secured by: (i) 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 and (ii) the Company’s intellectual property (as further described in the related Intellectual Property Security Agreement between the Company and the Investor filed as Exhibit 10.4 to this Current Report on Form 8-K).

The foregoing is intended to be a summary of the Note Purchase Agreement, the Note, the Security Agreement, and Intellectual Property Security Agreement, and is qualified by reference to each of these documents which are filed as Exhibits 10.1, 10.2, 10.3, and 10.4 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 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 July 1, 2025 between the Company and the Investor
10.2						Secured Promissory Note dated July 1, 2025 issued to the Investor
10.3						Security Agreement dated July 1, 2025 between the Company and the Investor
10.4						Intellectual Property Security Agreement dated July 1, 2025 between the Company and the Investor +
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: July 8, 2025

FAQ

What is the size of T Stamp's new secured note?

The secured promissory note has an initial principal balance of $2.21 million.

How much cash will T Stamp (IDAI) actually receive from the note?

After a $200,000 original-issue discount and $10,000 expense fee, net proceeds total $2.0 million.

When does the Streeterville Capital note mature?

The note is due and payable on November 1, 2026.

What interest rate does T Stamp have to pay on the note?

The note accrues interest at 9% per annum, rising to 22% upon default.

Are there mandatory repayments tied to future fund-raisings?

Yes. 50% of any future capital raise, up to the outstanding balance, must be remitted within two trading days.

What collateral secures the Streeterville Capital note?

The note is secured by all of the company’s assets and its intellectual property.

What happens if T Stamp defaults on the note?

Upon default, the investor may accelerate the debt, apply a 22% default rate, and require the Mandatory Default Amount immediately.