T Stamp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$IDAI
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 18, 2024
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 18, 2024, T Stamp Inc. (the “Company”, “we”, “us”, or “our” ) held a Special Meeting of Stockholders (the “Special Meeting”) to consider and vote upon:
i.Proposal 1: Ratification of the approval of that certain Securities Purchase Agreement dated July 13, 2024 between our Company and DQI Holdings, Inc. (the “DQI SPA”) and all transactions contemplated thereunder, including, but not limited to, the sale of 4,597,701 shares of our Class A Common Stock, par value $0.01 per share (“Class A Common Stock”) to DQI as required by and in accordance with Nasdaq Listing Rule 5635(d)); and
ii.Proposal 2: Ratification of the approval of the issuance of certain Private Placement Warrants issued pursuant that certain Securities Purchase Agreement dated September 4, 2024 between our Company and Armistice Capital Master Fund Ltd. (the “Armistice SPA”) exercisable for an aggregate of up to 2,865,798 shares of Class A Common Stock, at an exercise price of $0.3223 per share of Class A Common Stock (the “Private Placement Warrants”), as required by and in accordance with Nasdaq Listing Rule 5635(d));
iii.Proposal 3: Approval of the issuance of up to 9,546,060 shares of our Common Stock, par value $0.01 per share (“Common Stock”) upon the exercise of certain warrants (the “New Warrants”) issued to Armistice Capital Master Fund Ltd. pursuant to that certain Warrant Exercise Agreement dated September 3, 2024 (the “WEA”) as required by and in accordance with Nasdaq Listing Rule 5635(d)); and
iv.Proposal 4: Approval a reverse stock split of our Common Stock at a ratio of not less than 1-for-5 and not more than 1-for-50, with such ratio to be determined by the Board of Directors on or prior to December 31, 2024, in its sole discretion, and which would be effected by filing a Certificate of Amendment to the Company's Third Amended and Restated Certificate of Incorporation with the State of Delaware (collectively, the “Reverse Split ”).
For more information about the proposal considered and voted upon at the Special Meeting, please see the Company's Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on September 30, 2024.
At the Special Meeting, 44% of our Common Stock entitled to vote at the Special Meeting were represented in person or by proxy at the Special Meeting. Based on the results of the vote, the stockholders voted to approve Proposals 1, 2, 3 and 4.
The number of votes cast for or withheld from the approval is also set forth below. The voting results disclosed below are final.
Proposal | Number of Shares Voted For | Number of Shares Voted Against | Number of Shares Abstained | Percentage of Shares Voted “For” of Shares Voted | ||||||||||
Ratify, by a vote of all the stockholders, the approval of the DQI SPA and all transactions contemplated thereunder, including, but not limited to, the sale of 4,597,701 shares of our Class A Common Stock to DQI as required by and in accordance with Nasdaq Listing Rule 5635(d)) (“Proposal 1”) | 8,045,514 | 223,000 | 15,537 | 97% | ||||||||||
Ratify, by a vote of all the stockholders, the issuance of the Private Placement Warrants and the issuance of up to 2,865,798 shares from the exercise of the Private Placement Warrants issued as part of the Armistice SPA, in accordance with Nasdaq Listing Rule 5635(d)) (“Proposal 2”); | 7,984,668 | 295,174 | 4,209 | 96% | ||||||||||
Approve the issuance of the New Warrants and the issuance of up to 9,546,060 shares of our Common Stock upon the exercise of the New Warrants issued to Armistice pursuant to the WEA as required by and in accordance with Nasdaq Listing Rule 5635(d)) (“Proposal 3”) | 7,982,414 | 297,956 | 3,681 | 96% | ||||||||||
Approve a reverse stock split of our Common Stock at a ratio of not less than 1-for-5 and not more than 1-for-50, with such ratio to be determined by the Board of Directors on or prior to December 31, 2024, in its sole discretion (“Proposal 4”) | 7,929,963 | 344,738 | 9,350 | 96% | ||||||||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| T STAMP INC. | ||||||||
| By: | /s/ Gareth Genner | |||||||
| Name: Gareth Genner | ||||||||
| Title: Chief Executive Officer | ||||||||
Dated: November 21, 2024