T Stamp Inc 8-K

What Happened

• T Stamp Inc (through wholly‑owned Trust Stamp Malta Limited) closed on March 9, 2026 a Share Purchase Agreement to acquire 50% of CyberFish CyberPsychology Solutions Ltd for total consideration of £190,000. The consideration comprised cash payments (€30,000 to Malta Enterprise and £30,000 to CyberFish) and non‑cash consideration in the form of software development, engineering and technical services equal to the remaining balance. The non‑cash portion became effective at closing.
• Concurrently, Trust Stamp Malta Limited entered a Shareholders Agreement with CyberFish and Berta Pappenheim (CyberFish CEO/co‑founder and a member of T Stamp’s board) to govern governance, board composition, voting, reporting and transfer restrictions.
• Also on March 9, 2026, Trust Stamp Malta Limited signed a Consulting Agreement with CyberFish for UK market development services (average ~3 days/week over rolling six‑week periods) for £65,000 per year, payable monthly; intellectual property created in connection with the services vests with Trust Stamp Malta Limited.
• On March 6, 2026 the T Stamp board accepted the resignation of director Andrew Scott Francis (he remains CTO and will attend board meetings as a non‑voting ex officio advisor) and elected David Curmi as a Class III director and member of the Compensation Committee.

Key Details

• Transaction date and close: March 9, 2026.
• Purchase price: £190,000 total consideration (cash: €30,000 to Malta Enterprise + £30,000 to CyberFish; remainder in services).
• Consulting fee: £65,000 per year, paid in 12 monthly installments; services focused on UK market development.
• Board changes effective March 6, 2026: Andrew Scott Francis resigned as director (remains CTO); David Curmi appointed as director.

Why It Matters

• Acquisition expands T Stamp’s ownership and strategic reach into CyberFish’s cyberpsychology capabilities and UK market activities, potentially bringing technical and commercial synergies through the agreed services and consulting arrangement.
• The deal includes a related‑party element: CyberFish’s CEO and co‑founder, Berta Pappenheim, is also a member of T Stamp’s board and was the sole prior owner of CyberFish; investors should note the governance and disclosure around that relationship.
• The consulting agreement and non‑cash consideration mean part of the purchase price is paid via services from T Stamp group entities, which affects how resources and costs may be allocated going forward.
• Board composition changed shortly before the acquisition closed (director resignation and new independent director appointment), which may affect oversight and governance related to the new investment.