Form 8-K - Current report

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): September 15, 2023

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, Floors 1 and 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 1.02. Termination of a Material Definitive Agreement.

The Master Services Agreement (“MSA”) with Innovative Government Solutions (“IGS”) first entered into on September 15, 2022, under which the Company and IGS agreed to jointly offer services, terminated on September 15, 2023, thereby terminating IGS’ license to use and resell the Company’s technology. Following the termination, the Company and IGS were unable to come to acceptable terms for continued joint marketing. During the term of the MSA, the Company previously recorded approximately $2.6 million as prepaid revenue, which the Company will now be able to recognize as earned revenue.

Item 8.01. Other Events.

On September 18, 2023, the Company issued a press release announcing the launch of its Tap-In Band™, a wrist-worn, tamper resistant, hypoallergenic NFC band that facilitates discrete check-in by, and communication with, participants in community-based supervision programs. The Tap-In Band is protected by provisional patent #63/581,409 from the US Patent and Trademark Office covering multi-factor authentication using a tamper proof band and biometric authentication. A copy of that press release is being furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits


Exhibit No.						Description

99.1						Press Release of the registrant issued September 18, 2023

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: September 20, 2023

Exhibit 99.1

T STAMP INC

('Trust Stamp' or 'The Company)

Trust Stamp® announces groundbreaking technology for the global Alternative To Detention

(“ATD”) Market

Trust Stamp has announced the launch of a discrete wrist-worn authentication technology that is intended

to support compliance by individuals participating in community based supervision programs

ATLANTA, September 18, 2023: Trust Stamp (Nasdaq: IDAI), the Privacy-First Identity Company™ providing AI-powered trust and identity services used globally across multiple sectors has announced the launch of its Tap-In Band™, a wrist-worn, tamper resistant, hypoallergenic NFC band that facilitates discrete check-in by, and communication with, participants in community based supervision programs.

The Tap-In Band leverages the GPS and NFC technologies in the user’s own mobile phone and allows the user to verify their well-being and location by tapping the band to the phone, gaining direct access to a personalized web portal with messaging and two-way audio visual communications. The use of the Tap-In Band augments facial biometric authentication using the phone’s camera and Trust Stamp holds provisional patent #63/581,409 from the US Patent and Trademark Office covering multi-factor authentication using a tamper proof band and biometric authentication.

Unlike existing ankle and wrist worn technologies, The Tap-In Band has no battery, removing perennial concerns about battery failure and the inconvenience of charging, and does not itself contain GPS tracking technology thereby reducing user apprehension regarding intrusive monitoring. Removal of the Band results in the Band permanently notifying tampering even if competently repaired.

The Tap-In Band and associated biometric processes utilize Trust Stamp’s patented IT2 identity tokenization processes that allow users to biometrically authenticate without the need to store biometric images or templates.

Gareth N. Genner, Trust Stamp’s Chief Executive Officer said: “The Tap-In Band is the result of three years of market discovery and development and is a game-changer. The band is battery-free and has a fitness band-styled design that provides secure authentication without imposing embarrassment or discomfort. We are not publicly releasing images of the customizable aesthetic design but I will say that the Band is available in a variety of colors with optional design features that ensure that the underlying use-case is not obvious to an onlooker.

The use of our IT2 identity tokenization, combined with data flows that do not require any data to be received or processed by Trust Stamp or any other vendor, ensure that the legitimate privacy and safety concerns that are raised by legacy technologies are removed with the Tap-In Band. While the Tap-In Band can be used for continual monitoring programs, we believe that the highest and best use is to support programs that require scheduled or randomly triggered check-ins.”

Genner went on to say, “Alternative to Detention programs are not only more humane than incarceration but also cost society a fraction of the cost while having a high success rate. That said, although over $440 million is spent on such programs in the United States each year, their expansion is limited, at least in part, by budgetary constraints. The Tap-In Band, combined with the user’s own mobile device offers all of the utility of devices that are up to 100x the capital and operational costs and the technology can be quickly integrated into a wide range of community monitoring programs with minimal capital investment.”


Inquiries
Trust Stamp			Email: Shareholders@truststamp.ai
Gareth N. Genner
Chief Executive Officer

About Trust Stamp

Trust Stamp the Privacy-First Identity CompanyTM, is a global provider of AI-powered identity services for use in multiple sectors including banking and finance, regulatory compliance, government, real estate, communications, and humanitarian services. Its technology empowers organizations with advanced biometric identity solutions that reduce fraud, protect

personal data privacy, increase operational efficiency, and reach a broader base of users worldwide through its unique data transformation and comparison capabilities.

Located in six countries across North America, Europe, Asia, and Africa, Trust Stamp trades on the Nasdaq Capital Market (Nasdaq: IDAI). The company was founded in 2016 by Gareth Genner and Andrew Gowasack.

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.

Cover Page	Aug. 14, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 15, 2023
Entity Registrant Name	T STAMP INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41252
Entity Tax Identification Number	81-3777260
Entity Address, Address Line One	3017 Bolling Way NE
Entity Address, Address Line Two	Floors 1 and 2
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30305
City Area Code	404
Local Phone Number	806-9906
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.01 par value per share
Trading Symbol	IDAI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001718939