T Stamp Inc. entered into an Equity Distribution Agreement with Maxim Group LLC on October 9, 2026. Under the terms of the agreement, Maxim will act as an agent to sell shares of T Stamp’s common stock from time to time.
The agreement allows Maxim to sell shares through various methods, including "at the market" offerings and privately negotiated transactions, subject to applicable laws and Nasdaq Capital Market rules. T Stamp is not obligated to sell any shares under this agreement, and no assurance can be given regarding the price, amount, or timing of any sales.
The offering is conducted pursuant to an effective registration statement on Form S-3 (Registration No. 333-295319), which was declared effective on April 30, 2026. The agreement is subject to "baby shelf" limitations under General Instruction I.B.6. of Form S-3.
T Stamp will pay Maxim a commission of 3.0% of the aggregate gross proceeds from each sale of shares. Additionally, the Company has agreed to reimburse Maxim for specified expenses, including up to $40,000 in aggregate expenses and up to $3,000 quarterly for counsel fees and incidental expenses. The Company will also provide indemnification to Maxim against certain civil liabilities.
The Equity Distribution Agreement may be terminated by either party upon fifteen days' written notice.
