T Stamp Inc entered into a Securities Purchase Agreement to purchase from the Company 499,990 shares of class A common stock at a purchase price of $0.968 per share, par value $0.01 of the Company for a gross proceeds $483,990.32, pre-funded warrants to purchase 1,500,010 shares of Class A Common Stock of the Company at a purchase price of $0.968 per share for a gross proceeds $1,452,009.68, warrant B to purchase 2,000,000 shares of the Class A Common Stock, and a stock purchase warrant C for the purchase of 1,600,000 shares of the Class A Common Stock for a total purchase price of $1,936,000 on April 1, 2024. Warrant B and Warrant C have exercise prices of $0.968 per share and $1.06 per share, respectively, with such exercise price being subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations, and other similar transactions of the Common Stock that occur while the Warrants are outstanding. The shares of Class A Common Stock and Warrants were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

As of the date of this Current Report on Form 8-K, the Company paid the Placement Agent $135,520, representing 7% of the total purchase price under the SPA of $1,936,000. Expense reimbursements under the Placement Agent Agreement total $10,000.