8-K - T Stamp Inc. | StockGist

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T Stamp Inc. completed the acquisition of 100% of Lexverify Ltd. on February 27, 2026, pursuant to a share purchase agreement, with the entire purchase price payable in shares of the Company's Class A Common Stock structured in four tranches. The acquisition provides expertise in large language models and UK market access.

Key Takeaways

1Acquisition of 100% of Lexverify Ltd., a private limited company in England and Wales, closed on February 27, 2026

2Purchase price payable entirely in T Stamp Inc. Class A Common Stock based on Nasdaq closing price on Closing Date

325% initial Completion Consideration issued on Closing Date; 75% Deferred Consideration in three equal tranches at 90, 180, and 270 days post-Closing

4Interest at 4% per annum above LIBOR on overdue consideration

5Certain sellers agreed to 12-month non-compete and non-solicit

6Company to approve continuing employment of Lexverify employees on similar terms

Current Report Details

Event Type

Asset Acquisition

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement. The information set forth in Item 2.01 of this Current Report on Form 8-K with respect to the SPA is incorporated by

Material Agreement

2.01

Completion of Acquisition or Disposition of Assets. Acquisition of Lexverify Ltd. On February 27, 2026 (the “ Closing Date ”), T Stamp, Inc. (the “ Company ”) c

Asset Acquisition

9.01

Financial Statements and Exhibits. (d) Exhibits The following exhibits are filed or furnished with this Current Report on Form 8-K: Exhibit No. Description 10.1

Exhibits Only

Transaction Details

Acquisition / Disposition

Target: Lexverify Ltd. (100% of issued and outstanding share capital)
Consideration: Aggregate Purchase Price in shares of Class A Common Stock, par value $0.01 per share, based on Nasdaq closing price on February 27, 2026
Structure: 25% Completion Consideration issued on Closing Date; 75% Deferred Consideration in three equal tranches at 90, 180, and 270 days after Closing Date

•Closing Date: February 27, 2026
•Deferred issuance subject to SPA terms including warranty claims and set-off
•Change of control accelerates remaining Deferred Consideration
•Overdue payments accrue interest at 4% above LIBOR

Material Agreement

Agreement: Share Purchase Agreement (SPA)
Parties: T Stamp, Inc., Shareholders of Lexverify Ltd. (Institutional Sellers and Individual Sellers)

•Customary representations, warranties, covenants, confidentiality, and limitations on liability
•12-month non-compete and non-solicit by certain sellers
•Approval of continuing employment for Lexverify employees on similar terms

Exhibits (2)

10.1

EX-10.1

8-K