Trust Stamp (Nasdaq: IDAI) adds Lexverify and 50% CyberFish stake

Rhea-AI Filing Summary

T Stamp Inc. reported closing two strategic transactions and related governance moves. The company acquired 100% of Lexverify Ltd. and, through Trust Stamp Malta Limited, subscribed for 50% of the authorized share capital of CyberFish CyberPsychology Solutions Ltd. for total consideration of £190,000, partly in cash and partly via software development and technical services.

The CyberFish deal involves related party Berta Pappenheim, a Company director who previously owned all of CyberFish and remains its CEO. A Shareholders Agreement and a Consulting Agreement set out governance, financing expectations, transfer restrictions, and a £65,000 per year consulting fee to CyberFish for UK market development work. Separately, director Andrew Scott Francis resigned from the Board while continuing as CTO and ex officio advisor, and David Curmi was elected as a new Class III director and Compensation Committee member.

Insights

Equity research analyst

Trust Stamp completes two niche cyber deals and refreshes its board, with modest disclosed cash outlays.

Trust Stamp is expanding its cyber and AI capabilities by acquiring all of Lexverify Ltd. and taking a 50% stake in CyberFish for total consideration of £190,000. Part of the CyberFish price is payable in cash, with the balance delivered as software development and technical services.

The CyberFish transaction is a related-party deal, as director Berta Pappenheim was the sole owner and remains CEO. A Shareholders Agreement governs board composition, voting, financing expectations and transfer restrictions, while a Consulting Agreement pays CyberFish £65,000 per year for UK market development, with 30-day termination rights and IP vesting in Trust Stamp Malta Limited.

Governance is also evolving: director Andrew Scott Francis resigned from the Board but continues as CTO and non-voting advisor, and David Curmi joins as a Class III director and Compensation Committee member. The filing emphasizes forward-looking risks and does not quantify broader financial effects from these deals beyond the stated consideration and consulting fees.

FALSE000171893900017189392026-03-062026-03-06

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): March 6, 2026

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.

Share Purchase Agreement

On March 9, 2026, Trust Stamp Malta Limited, a wholly-owned subsidiary of T Stamp Inc. (the “Company”), entered into a Share Purchase Agreement (the “SPA”) with CyberFish CyberPsychology Solutions Ltd, a private company incorporated in England and Wales (“CyberFish”). Pursuant to the SPA, Trust Stamp Malta Limited agreed to subscribe for fifty percent (50%) of the authorized share capital of CyberFish in exchange for £190,000 (the “Total Consideration”), consisting of (i) a cash payment of €30,000 payable to Malta Enterprise on behalf of CyberFish and (ii) a cash payment of £30,000 payable to CyberFish (together, the “Cash Consideration”) and (iii) non-cash consideration with an agreed value equal to the remaining balance of the Total Consideration following deduction of the Cash Consideration, comprising the provision of software development, engineering, and related technical services by Trust Stamp Malta Limited and/or other Company group entities. Malta Enterprise is a Maltese national development agency that previously provided CyberFish a start-up loan, which is partly being repaid as part of this transaction.

On March 9, 2026, the SPA closed, and Trust Stamp Malta Limited acquired 50% of CyberFish in exchange for the consideration described above. The non-cash consideration became effective as of the closing date and was not a condition to the closing of the SPA.

Berta Pappenheim, a member of the Company’s Board of Directors, is the CEO, co-founder, and a director of CyberFish – and prior to the closing of the SPA, she owned 100% of CyberFish.

The foregoing description of the SPA is intended to be a summary, and is qualified by reference to the full text of the SPA filed as Exhibit 10.1 to this Current Report on Form 8-K.

Shareholders Agreement

Also on the March 9, 2026, in connection with the closing of the SPA, and to govern the parties’ ongoing relationship as shareholders of CyberFish, Trust Stamp Malta Limited entered into a Shareholders Agreement (the “Shareholders Agreement”) with (i) Berta Pappenheim and (ii) CyberFish. The Shareholders Agreement contains provisions governing, among other things, the governance and management of CyberFish, board composition and voting, shareholder consent matters, information and reporting rights, financing expectations, and transfer restrictions with respect shares of CyberFish.

The foregoing description of the Shareholders Agreement, filed as Exhibit 10.2 is intended to be a summary, and is qualified by reference to the full text of the SPA, filed as Exhibit 10.1 to this Current Report on Form 8-K.

Consulting Agreement

Also on March 9, 2026, Trust Stamp Malta Limited entered into a Consulting Agreement (the “Consulting Agreement”) with CyberFish. Under the Consulting Agreement, CyberFish agreed to provide consulting services relating to market development in the United Kingdom, including market entry and expansion strategy, business development, partnership identification, and related services. CyberFish designated Berta Pappenheim as key personnel to perform the services on its behalf. The Consulting Agreement contemplates that the services will be performed for an average of three (3) days per week over a rolling six-week period. In consideration for the services, Trust Stamp Malta Limited will pay CyberFish fees of £65,000 per year, payable in twelve equal monthly installments. Either party may terminate the Consulting Agreement upon 30 days’ prior written notice, and Trust Stamp Malta Limited may terminate the Consulting Agreement immediately upon certain events, including material breach, breach of confidentiality, certain legal or compliance impediments, or misconduct or gross negligence, in each case as provided in the Consulting Agreement. The Consulting Agreement includes customary confidentiality provisions and provides that intellectual property created pursuant to or in connection with the services will vest exclusively in Trust Stamp Malta Limited, subject to the terms of the Consulting Agreement.

The foregoing description of the Consulting Agreement is intended to be a summary, and is qualified by reference to the full text of the Consulting Agreement filed as Exhibit 10.3 to this Current Report on Form 8-K.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the acquisition by Trust Stamp Malta Limited of fifty percent (50%) of the authorized share capital of CyberFish is incorporated by reference herein.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On March 6, 2026, the Board of Directors accepted the resignation of Andrew Scott Francis as a Director of the Company as part of a unanimous written consent by the Board of Directors, including Mr. Francis. Mr. Francis will continue to serve in his position as Chief Technology Officer of the Company, as well as continue to attend meetings of the Board of Directors in a non-voting ex officio advisor capacity.

Concurrently, on March 6, 2026, the Board of Directors of the Company, after receiving a recommendation from the Nomination and Corporate Governance Committee, elected David Curmi to the Company’s Board of Directors as a “Class III” member. Mr. Curmi will also serve as a member of the Compensation Committee of the Board of Directors.

The Company intends to provide Mr. Curmi a remuneration package consistent with of other non-executive directors of the Company’s Board – however, as of the date of this report, Mr. Curmi has not entered into any formal agreement with the Company related to his compensation.

Item 7.01 Regulation FD Disclosure

On March 10, 2026, the Company issued a press release announcing the February 27, 2026 acquisition of Lexverify Ltd. (previously reported in the Company’s Current Report on Form 8-K filed with the SEC on March 6, 2026) and CyberFish. A copy of that press release is being furnished herewith as Exhibit 99.1.

The information in this Item 7.01 (including Exhibit 99.1) 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”), nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Cautionary Statement Regarding Forward-Looking Statements

This Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company’s future activities, or future events or conditions, which can be identified by terminology such as “may,” “will,” “expects,” “anticipates,” “aims,” “potential,” “future,” “intends,” “plans,” “believes,” “estimates,” “continue,” “likely to” and other similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements are not historical facts and are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by its management, including, without limitation, the intended use of proceeds upon consummation of the Offering. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict, many of which are beyond the Company’s control, including, among other things, the Company’s ability to maintain its listing of Class A Common Stock on the Nasdaq Capital Market, and those risks that may be included in the periodic reports and other filings that the Company files from time to time with the SEC, which may cause the Company’s actual results, performance and achievements to differ materially from those contained in any forward-looking statement. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 8-K, except as required by applicable law.

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						Share Purchase Agreement, dated March 9, 2026, by and between Trust Stamp Malta Limited and CyberFish CyberPsychology Solutions Ltd.

10.2+						Shareholders Agreement, dated March 9, 2026, by and among Berta Pappenheim, Trust Stamp Malta Limited, and The CyberFish CyberPsychology Ltd.
10.3+						Consulting Agreement, dated March 9, 2026, by and between Trust Stamp Malta Limited and The CyberFish CyberPsychology Ltd.
99.1						Press Release of the registrant issued March 10, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)
+						Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules have been omitted from this document, 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: March 12, 2026

T Stamp Inc. - Nasdaq: IDAI

(“Trust Stamp” or “The Company’)

Trust Stamp announces the closing of two strategic M&A transactions

Atlanta, Georgia, March 10, 2026: Trust Stamp, a global provider of AI-powered trust, identity and security solutions announced the closing of two M&A transactions: the acquisition of 100% of the outstanding share capital of Lexverify Ltd (https://www.lexverify.com/) effective February 26th, 2026, and the subscription for a 50% ownership interest in Cyberfish CyberPsychology Solutions Ltd. (https://thecyberfish.com) effective March 9th, 2026.

Trust Stamp, Lexverify and Cyberfish are all alumni of the highly selective UK National Cyber Security Center (NCSC) accelerator that is designed to identify and support technologies with significant potential to strengthen national and international cybersecurity resilience. NCSC is part of the British intelligence, cyber and security agency GCHQ, with a mission to help make the UK the safest place to live and work online.

Andrew Gowasack, President of Trust Stamp commented: “We believe each of these enterprises has unique and significant potential in their own right. But when we combine the technology, experience and resources that Trust Stamp can provide with the unique technology and expertise of the two organizations, we are in a position to benefit from powerful product development synergies and cross-selling opportunities. In particular, by combining Cyberfish’s expertise in building simulations of business disruption and crisis-management scenarios with Lexverify’s expertise in training and utilizing Large Language Models (“LLM”) we can create a new paradigm in LLM training focused on modeling and resolving highly customized risk scenarios for our clients and their industries.”

Gowasack further commented: “Another important benefit of these transactions is the addition of dynamic leadership level team members. Each of the CEOs will play a significant role in the overall Trust Stamp enterprise and I am excited to work with them as we pursue our ambitious goals for 2026.”

Berta Pappenheim, Founder and CEO of Cyberfish commented: "This is an exciting moment for CyberFish, but an even more important one for our customers and partners, as this partnership will bolster the mission we began seven years ago: making leadership teams crisis-ready through realistic, gamified crisis simulations delivered via our Dojo portal. We've worked with hundreds of cyber security decision makers from UK government departments, critical national infrastructure operators, and global enterprises. Trust Stamp's partnership will supercharge our portal and amplify our reach through the group's international presence, helping clients navigate an increasingly demanding compliance landscape: regulatory requirements, AI-driven supply

chains, and global teams who need to build crisis readiness together. I'm grateful to the accelerator programmes, mentors, and supporters who believed in us along the way, and proud for CyberFish to be part of the Trust Stamp Group. I look forward to serving our clients together."

Dr. Cristian Gherhes, Co-Founder and CEO of Lexverify commented: We are incredibly excited to be joining Trust Stamp and unite our efforts in transforming the world of risk, compliance and privacy. From day one, our mission has been to make risk prevention as easy as spell checking, and we are very proud of what we have built over the last five years. Trust Stamp is leading the way in AI-powered, privacy-first digital identity and biometric authentication solutions, and our shared commitment to innovation makes this a very exciting next step in our journey. I look forward to working with the Trust Stamp team to create a world where secure, trusted identity is a universal human right.”

Inquiries:

Trust Stamp: 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 assets and data and 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 over twenty nationalities in ten 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 acquisitions did T Stamp Inc. (IDAI) announce in this 8-K filing?

T Stamp Inc. announced two transactions: it acquired 100% of Lexverify Ltd. and, via Trust Stamp Malta Limited, subscribed for 50% of the authorized share capital of CyberFish CyberPsychology Solutions Ltd., strengthening its position in AI-driven cybersecurity and risk management solutions.

How much did Trust Stamp pay for its 50% stake in CyberFish CyberPsychology Solutions Ltd.?

Trust Stamp Malta Limited agreed to provide total consideration of £190,000 for 50% of CyberFish. This includes €30,000 paid to Malta Enterprise, £30,000 paid to CyberFish, and additional non-cash consideration in the form of software development, engineering, and related technical services from Trust Stamp group entities.

What are the key terms of the Consulting Agreement between Trust Stamp Malta Limited and CyberFish?

Under the Consulting Agreement, CyberFish provides UK market development services averaging three days per week over a rolling six-week period. Trust Stamp Malta Limited will pay CyberFish £65,000 per year in twelve equal monthly installments, with 30-day termination rights and intellectual property vesting exclusively in Trust Stamp Malta Limited.

How is T Stamp director Berta Pappenheim involved in the CyberFish transaction?

Before closing, director Berta Pappenheim was CEO, co-founder, director, and 100% owner of CyberFish. After Trust Stamp Malta Limited subscribed for 50% of CyberFish’s authorized share capital, a Shareholders Agreement governs their relationship, and CyberFish designated Pappenheim as key personnel under the Consulting Agreement for UK market development services.

What changes to T Stamp Inc.’s Board of Directors were disclosed in this 8-K?

The Board accepted the resignation of Andrew Scott Francis as a director; he remains Chief Technology Officer and a non-voting ex officio advisor attending Board meetings. Concurrently, the Board elected David Curmi as a Class III director and member of the Compensation Committee, with compensation expected to match other non-executive directors.

How do the Lexverify and CyberFish deals fit into Trust Stamp’s strategy?

Trust Stamp highlighted technology and product synergies. Management noted that combining CyberFish’s crisis-simulation expertise with Lexverify’s large language model capabilities may enable new risk-modeling solutions, while both acquired companies’ leadership teams are expected to take significant roles within the broader Trust Stamp enterprise.

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EX-99.1 11.1 KB

Agreements & Contracts

• EX-10.1 EX-10.1 41.3 KB
• EX-10.2 EX-10.2 126.5 KB
• EX-10.3 EX-10.3 29.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 23.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB