{"url_path":"/sec/idai/8-k/2026-06-25/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/1718939/0001718939-26-000039-index.html","accession_number":"0001718939-26-000039","cik":"0001718939","ticker":"IDAI","issuer_name":"T Stamp Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1718939/0001718939-26-000039-index.html","primary_entity_key":"0001718939","primary_entity_name":"T Stamp Inc"},"word_count":1032,"has_tables":true,"body_markdown":"Item 1.01 Entry into a Material Definitive Agreement.\n\nOn 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.\n\nThe 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.\n\nThe 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.\n\nFurther, 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.\n\nAll 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”).\n\nThe 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.\n\nPursuant 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,\n\nthe Investor has the right to require that such more favorable terms be incorporated into the Transaction Documents on a retroactive basis.\n\nThe 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.\n\nThe 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."}