T Stamp Inc

Item 1.01 Entry into a Material Definitive Agreement.

License Agreement - Boumarang

On August 6, 2024, the Company entered into a License Agreement (the “Agreement”) with Boumarang Inc. (“Boumarang”), a developer, manufacturer, and seller of hydrogen-powered UAV and USV drones.

Pursuant to the Agreement, the Company agreed to grant a non-exclusive license to Boumarang to exploit certain of the Company’s patents for the purpose of producing, selling, marketing, and distributing drones. As consideration for the grant of the non-exclusive license, Boumarang agreed to pay the Company a non-refundable license fee of $5,000,000 in the form of a prepaid warrant issued by Boumarang to the Company for 5,000,000 shares of common stock of Boumarang at $1.00 per share (the “Prepaid Warrant”).

The Prepaid Warrant may be exercised in whole or in part at any time prior to the tenth annual anniversary of the issuance date of the Prepaid Warrant. No additional exercise price must be paid by the Company to exercise any portion of the Prepaid Warrant. The Prepaid Warrant also provides that the Company will receive any dividends declared by Boumarang that it would have been entitled to had the Prepaid Warrant been fully exercised, even if the Prepaid Warrant has not been exercised as of such time the distribution is made. Boumarang agreed to reserve a number a sufficient number of shares at all times to allow the Company to fully exercise the Prepaid Warrant. The Prepaid Warrant has certain anti-dilution protections, whereby the number of shares issuable upon the exercise of the Prepaid Warrant will proportionately adjust in the case of a stock-split or stock dividend of Boumarang’s common stock.

The Company has no additional obligation to perform any service or return any portion of the license fee, notwithstanding any failure by Boumarang to develop any products exploiting the patents. Boumarang agreed to indemnify, defend, and hold harmless the Company and its affiliates from any liability or expense arising from product liability claims or any claims related to Boumarang’s use of the Company’s patent rights under the Agreement. This includes claims made by employees, subcontractors, sublicensees, agents of the Boumarang, and the general public. The Agreement also stipulates that the Boumarang will make best efforts to include the Company and its affiliates as additional insured parties on any applicable product liability insurance policies. Further, Boumarang is required to mark all products in accordance with applicable patent marking laws. The Agreement restricts the use of the name of the Company in advertising or product sales without prior written approval.

The effective date of the agreement was August 6, 2024, and on same date, Boumarang issued the Company the Prepaid Warrant.

The foregoing descriptions of the Agreement and Prepaid Warrant are not complete, and are qualified by reference to the copies of the Agreement and Prepaid Warrant filed as Exhibit 10.29 and 4.17 to this Quarterly Report on Form 10-Q, and are incorporated by reference herein.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The applicable information set forth under Item 1.01 above with respect to the acquisition of the Company of the Prepaid Warrant is incorporated by reference herein.