T Stamp signs equity distribution agreement with Maxim Group

T Stamp, Inc. entered into an Equity Distribution Agreement with Maxim Group LLC on October 9, 2026. Under the terms of the agreement, T Stamp may offer and sell shares of its common stock, which carries a par value of $0.01 per share, through Maxim as either a sales agent or principal. Maxim will use commercially reasonable efforts to sell these shares based on instructions from T Stamp, which may include specific limits on price, time, or size. The company is not obligated to make any sales under this arrangement, and no assurance is given regarding the price, amount, or timing of any potential share sales.

The agreement allows Maxim to sell shares using any method deemed an at-the-market offering under Rule 415 of the U.S. Securities Act of 1933, or any other method permitted by law, including privately negotiated transactions. Maxim's obligations to sell shares are subject to the satisfaction of certain customary closing conditions. T Stamp has agreed to pay Maxim a commission equal to 3.0% of the aggregate gross proceeds from each sale of shares. Additionally, the company will reimburse Maxim for specified expenses up to a total of $40,000, plus up to $3,000 quarterly for Maxim's counsel fees and incidental expenses. T Stamp also agreed to provide indemnification and contribution to Maxim against certain civil liabilities, including those under the Securities Act.

Sales of common stock under this agreement will be made pursuant to T Stamp's effective registration statement on Form S-3, Registration No. 333-295319, which was declared effective on April 30, 2026. A related prospectus supplement, referred to as the ATM Prospectus, was filed with the U.S. Securities and Exchange Commission on October 9, 2026. This prospectus relates to the offering of up to $5,323,474 worth of shares of T Stamp's common stock from time to time. Any issuance or sale of shares under the agreement remains contingent on the active status of the registration statement and compliance with the baby shelf limits set forth in General Instruction I.B.6 of Form S-3.

The agreement may be terminated by mutual termination by both Maxim and T Stamp upon the provision of fifteen days written notice. The summary provided in the current report is qualified in its entirety by reference to the full text of the Equity Distribution Agreement, which is incorporated as Exhibit 1.1. The report does not constitute an offer to sell or a solicitation of an offer to buy any shares under the agreement. T Stamp is incorporated in Delaware and has its principal executive offices at 5555 Glenridge Connector, Suite 200, Atlanta, Georgia. The company's Class A Common Stock is registered on The NASDAQ Stock Market LLC under the symbol IDAI.