T Stamp Inc 8-K

What Happened
T Stamp Inc. announced on June 25, 2026 that it entered into a Note Purchase Agreement with Streeterville Capital LLC and issued a secured promissory note. The note’s initial principal balance is $5,510,000, which includes a $500,000 original issue discount (OID) and a $10,000 transaction expense; the net purchase price received by the company was $5,000,000. The Note accrues interest at 9% per year and matures on June 25, 2028. The company also issued a press release the same day announcing the transaction.

Key Details

• Investor: Streeterville Capital LLC; Note initial principal: $5,510,000; purchase proceeds: $5,000,000 (after $500,000 OID and $10,000 transaction expense).
• Interest / term: 9% per annum; maturity June 25, 2028; prepayment allowed anytime.
• Mandatory prepayment: If T Stamp raises money (e.g., warrant exercises, ATM, equity line, debt), it must immediately prepay the lesser of 50% of the amount raised or the Note’s outstanding balance, within two trading days.
• Redemption & fees: From June 25, 2027 the investor may redeem up to a specified monthly amount; repayments on or after December 25, 2026 are subject to a 7% exit fee on the amount repaid. Failure to meet monthly redemption reduction can trigger a 1% balance increase.
• Default rights/security: Note is secured by all company assets. Default triggers include missed payments, insolvency, certain transactions (e.g., change of control) and covenant breaches; on default the investor can accelerate the debt, interest may jump to 22% (or legal max), and the investor can seek injunctive relief limiting share issuances unless 50% of proceeds are used to repay the Note.
• Covenants: Until repaid, T Stamp may not incur other debt or grant liens without investor consent (limited exceptions apply); the investor can require matching of any more-favorable future financing terms.

Why It Matters
This transaction creates a material secured obligation on T Stamp’s balance sheet and limits the company’s flexibility to take on other debt or encumber assets without the investor’s approval. The mandatory prepayment on future financings (50% carve-out) and the 7% exit fee on repayments make future fundraising and cash flow planning more costly and potentially slower. The security interest in all assets and strong default remedies increase the investor’s protections and, in a distressed scenario, could affect T Stamp’s ability to execute strategic transactions or equity raises without satisfying this Note. Investors should watch company liquidity, any future financings, and compliance with the Note’s covenants and payment/redemption provisions.