T Stamp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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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): May 15, 2025
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Item 5.07 Submission of Matters to a Vote of Security Holders
On March 18, 2025, T Stamp, Inc. (the “Company”) filed a Definitive Proxy Statement regarding a Special Meeting of Stockholders, which was to be held on May 15, 2025 (the "Special Meeting") to ratify, by a vote of all the stockholders, the issuance of the certain warrants issued pursuant to a certain institutional investor in the Company pursuant to that certain Securities Purchase Agreement between the Company and the investor dated December 5, 2024 (the "SPA"), including the issuance of up to 648,148 shares of Class A Common Stock, par value $0.01 of the Company issuable upon the exercise of those warrants, as required by and in accordance with Nasdaq Listing Rule 5635(d).
Despite the concerted efforts of the Company’s management and Board of Directors, the Company was not able to obtain a sufficient number of votes to constitute a quorum for the Special Meeting. Thus, the Company was unable to hold the Special Meeting.
Under the terms of the SPA, in the event the Company is unable to obtain the ratification of the issuances under the SPA described above at the first stockholder meeting called, the Company is required to call a meeting every ninety (90) days thereafter to obtain such ratification, or until the warrants issued to the investor are no longer outstanding. The Company intends to call another special meeting of the stockholders within ninety (90) days of May 15, 2025 or by August 13, 2025 to obtain such ratification.
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: May 15, 2025